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Directors Report of Arcotech Ltd.

Mar 31, 2015

Dear Members,

The Directors have immense pleasure in presenting the 34th Annual Report on the business and operations of the Company together with Audited Statement of Accounts of your Company for the financial year ended the 31st March, 2015.

1. FINANCIAL HIGHLIGHTS

(Rs. in Crores)

PARTICULARS 2014-2015 2013-2014

Sales 736.45 702.45

Profit Before Interest, Depreciation & Tax (PBDIT) 86.90 86.18

Less : Interest & Finance Charges 31.39 31.62

Profit Before Depreciation & Tax (PBIT) 55.51 54.55

Less : Depreciation 3.74 3.87

Profit Before Tax (PBT) 51.77 50.68

Less : Provision for Current Tax /Deferred Tax 18.01 17.58

Profit After Tax (PAT) 33.76 33.10

2. DIVIDEND

In view of the adequate profits earned by the Company, your Directors have recommended dividend of Re. 1/- per share on equity shares at the face value of Rs. 10/- each for the financial year ended 31st March, 2015

3. BUSINESS AND OPERATIONS REVIEW

During the year under review, your Company has achieved gross sales of Rs.736.45 crores as compared to Rs 702.45 crores in the previous year. In terms of productivity, the Company has achieved a growth of approx. 15% vis a vis previous year, however, the growth could not be reflected into monetary terms because of lower LME during last two quarters of the financial year.

The Company achieved a positive growth on the basis of diversified portfolio of product offering range and non- dependence on any particular industrial segment. The company has visualized the need of a forward integration to enable it to move up in the value addition chain and to meet the changing requirements of its customers. The ongoing capex would further provide your Company to serve varied product requirements of its customers and shall be able to provide material in the form of end use products like terminals, connectors to electrical and automobile sector customers, coin blanks to Mint, cups for defence establishments along with conventional strips, foils and coils of different alloys being produced by the company. The Current capex cost of Rs 110.00 crores has been funded by way of long term funds from financial institutions and internal accruals. The equipment and machineries are being procured from the best equipment manufacturers across the world.

The work on the proposed Greenfield project is underway. The Company is also proposing to issue securities through QIP for an amount not exceeding Rs. 300 crores to meet its long term requirement.

4. DIRECTORS

In pursuance with the provisions of Companies Act, 2013, Shri R N Pattanayak, Whole Time Director of the Company who retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment. In terms of Clause 49 of the Listing Agreement with the Stock Exchange(s), the details of the Director to be re-appointed are being provided in the notice of the ensuing Annual General Meeting.

The Board of the Company is constituted in accordance with the provisions of Companies Act, 2013 and rules made there under and revised clause 49 of the listing agreement. During the year, Shri Rishabh Saraf, Non Executive Non Independent Director and Mr. S.L.Mohan, Independent Director have joined the board of the company.

None of the directors of the Company resigned from the board of the Company during the year under review.

5. POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION

The policy of the Company on the appointment and remuneration of the Directors, Key Managerial Personnel and Senior Executives of the Company including criteria for determining qualifications, positive attributes, independence of a Director and other related matters under section 178(3) of the Companies Act, 2013 has been provided in the Corporate Governance Report which forms part of this Report.

Further the policy also indicates the manner of the performance evaluation of the Independent directors, board and committees and other Independent directors which includes criteria for performance evaluation of Non Independent directors and Executive directors.

The statement pursuant to the provisions of the Companies Act, 2013 and revised clause 49 of the listing agreement indicating the manner in which formal annual evaluation of the Directors, the Board and the Board level Committees are given in the report on Corporate Governance, which forms part of this Annual Report.

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 clause 49 of the Listing Agreement.

6. AUDITORS AND AUDITORS REPORT

M/s. Shwetank Joshi & Associates, Chartered Accountants, 66, Ezra Street, Kolkata-700001, Statutory Auditors of the Company, hold office till the conclusion of the ensuing Annual General meeting and are eligible for re-appointment.

The Company has received Peer Review Certificate along with the Certificate from the auditors to the effect that their re-appointment, if made, would be within the limit prescribed under Section 141(3)(g) of the Companies Act, 2013 and they are not disqualified for re-appointment . The Board of your Company recommends their re-appointment.

The Notes on Financial Statements referred to in the Auditors' Report are self-explanatory and do not call for any further comments. The Auditor's report does not contain any qualifications, reservations or adverse remarks or disclaimers.

The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company in the year under review

7. COST AUDITOR

The Board of your Company has appointed M/s SS Chug & Co., Cost Accountants, registration no. 101595 for conducting the audit of cost records of the Company for the financial year 2015-16.

8. SECRETARIAL AUDITORS

The Board of your Company has appointed M/s A. Upadhyaya & Associates, Company Secretaries, registration no. 4729 for conducting the secretarial audit of the Company for the financial year 2015-16. The secretarial auditor's report for the financial year 2014-15 does not contain any qualifications, reservations or adverse remarks or disclaimers.

9. NUMBER OF MEETINGS OF THE BOARD

During the year under review, there were total 6 (Six) meetings of the Board were convened and held, the details of which are given in the Report on Corporate Governance, which is a forming part of this report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and revised clause 49 of the Listing Agreement.

Audit Committee

The Composition and function of Audit Committee of the Board of Directors of the Company is disclosed in the Report on Corporate Governance, which is forming part of this report.

10. VIGIL MECHANISM

The Company has established a vigil mechanism which incorporates a whistle blower policy in terms of the listing agreement for directors and employees to report their genuine concerns. The objective of the policy is to create a window for any person who observes an unethical behavior, actual or suspected fraud or violation of Company's code of conduct. Protected disclosures can be made by the whistle blower through an email or phone or a letter to the chairman of the audit committee. The policy can be assessed from the Company's website www.arcotech.in.

11. SUBSIDIARY

As on 31st March, 2015 the Company is having only one subsidiary with a name Arcotech International, Hongkong. However, the Company has not yet commenced it economic activities.

12. DIRECTORS' RESPONSIBILITY STATEMENT UNDER SECTION 134(3)(C) OF THE COMPANIES ACT, 2013

The Board of Directors hereby confirms, in terms of Section 134(5) of the Companies Act, 2013:

a) That in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures, if any;

b) That appropriate accounting policies have been selected and applied consistently, and made judgments and estimates that are reasonable and prudent have been made 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.

c) That the Directors have taken proper and sufficient care 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 have been prepared on a going concern basis.

e) That the Directors have laid down internal financial controls to be followed by the company and such internal financial controls are adequate and are operating effectively.

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

13. EXTRACT OF ANNUAL RETURN

In accordance with the provisions of section 134(3)(a) of the Companies Act, 2013 an extract of the Annual Return in Form MGT-9 is given as Annexure-B of this report.

14. FIXED DEPOSITS

During the Year under review, your Company has not accepted any fresh deposit within the meaning of Section 73 and 74 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014

15. STATUTORY STATEMENTS

A. Conservation of energy and technology absorption

The information relating to Conservation of Energy and Technology Absorption as required to be disclosed under Section 134(3)(m) of the Companies Act, 2013, read with Rule 8(3) of the Companies (Accounts) Rules, 2014, is annexed herewith as Annexure - 'A' -Form A.

B. Foreign Exchange Earnings and outgo

During the year under review, your Company has dealt with foreign exchange earning and outgo, pursuant to Section 134(3)(m) of the Companies Act, 2013, read with Rule 8(3) of the Companies (Accounts) Rules, 2014, is annexed herewith as Annexure - 'A' -Form B.

C. Particulars of Employees

Information in accordance with the provisions of Section 197of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Persons) Rules, 2014, as amended, regarding employees is given in the Annexure to the Directors' Report.

Disclosures regarding ratio of the remuneration of each Director to the median employee's remuneration and other details in terms of Section 197(12) of the Companies Act, 2013 read with Rule 5(2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are as under :-

Managerial Remuneration:

i) The Ratio of the remuneration of Directors to the Median remuneration of the employees of the Company for the year 2014-15:

- Non Executive & Independent: 1.64:1

- Executive Director : Mr. RN Pattanayak - 11.04:1

ii) The percentage increase in remuneration of each Director, CS in the financial year:

There was no increase in the remuneration of any of the Director or CS during the financial year.

iii) The percentage increase in the median remuneration of employees in the financial year: 11.69%

iv) The number of permanent employees on the rolls of Company:222 employees

v) Comparison of the remuneration of the Key Managerial Personnel against the performance of the Company:

The remuneration of the two KMP's in the Company i.e, the Whole time Director and CS remain unchanged.

vi) Variations in the market capitalization of the Company, price earnings ratio as at the closing date of the current financial year and previous financial year and percentage increase over decrease in the market quotations of the shares of the Company in comparison to the rate of previous year.

Particulars As at 31st As at 31st Variation(%) March,2015 March,2014

Closing Share Price 342.60 176.30 94.33

Market Capitalization (Rs in Crores)

(Market Value per share

*No. of Outstanding Shares) 719.46 370.23 94.33

P/E ratio (Market Value per share/EPS) 21.32 10.81 97.41

vii) average percentile increase already made in the salaries of employees other than managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration : There has been no increase in the remuneration of KMP's during the financial year.

viii) Comparison of the each remuneration of the Key Managerial personnel against the performance of the Company:

WTD CS

Remuneration in FY 15(Rs vin Cr.) 0.30 0.10

Revenue(Rs in Cr.) 655.79

Remuneration as % of revenue 0.045% 0.015%

Profit before Tax (PBT) (Rs in Cr.) 51.52

Remuneration (as % of PBT) 0.58% 0.19%

ix) the key parameters for any variable component of remuneration availed by the Directors: There is no such variable component

x) The ratio of the remuneration of the highest paid director to that of the employees who are not Directors but receive remuneration in excess of the highest paid director during the year: NONE

xi) The Remuneration is as per the remuneration policy of the Company.

16. CORPORATE GOVERNANCE

The report on Corporate Governance and the Certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is attached to the report on Corporate Governance.

17. RISK MANAGEMENT POLICY

The company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. These are discussed at the meetings of the board of directors of the company.

The company's internal control systems are commensurate with the nature of its business and the size and complexity of its operations. These are routinely tested and certified by statutory as well as internal auditors.

18. CORPORATE SOCIAL RESPONSIBILITY

The Company has duly formulated CSR policy in place. The Company has been committed towards the society at large. A separate note on the policy is a part of this report. Policy can be assessed from the Company Website www.arcotech.in.

19. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

The company has not given any loan, guarantee or investments under section 186 of the Companies Act, 2013

20. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY.

There have been no material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

21. MANAGEMENT DISCUSSION AND ANALYSIS

(a) Industry Scenario & Future Challenges

During the year, Industrial Output of the economy has been sluggish; primarily because of higher interest rates in macroeconomic concerns. However, your Company's approach of diversification of customer base has helped it to maintain steady growth.

(b) Human Resources / Industrial Relations

Your Company acknowledges the commitment, competence and dedication of its employees at all areas of business. The Company is committed to nurture, enhance and retain best talent through investment in its people to upgrade their technical, domain and leadership capability. To retain leadership position, the Company continuously innovates and customizes its Human Resource (HR) strategy to meet changing employee need.

(c) Adequacy of Internal Controls

The company has a proper and adequate system of internal controls to ensure that all assets are safeguarded and protected against loss from unauthorized use or disposition and that all transactions are authorized, recorded, and reported correctly.

(d) Operating Performance, Future Outlook etc.

The foregoing paragraphs under the head - Financial Results, Operations, and Future Outlook have discussed and analyzed other requisite issues mentioned in Clause 49 of the Listing Agreement.

22. ACKNOWLEDGMENT

Your Directors place on record their deep appreciation to employees at all levels for their hard work, dedication and commitment. The enthusiasm and unstinting efforts of the employees have enabled the Company to remain at the forefront of the Industry. Your Company looks upon them as partners in its progress and has shared with them the rewards of growth. Directors also take this opportunity to thank all Investors, Banker, Clients, Vendors, Companies, Government authorities and Stock Exchange(s) for their continued support.

On behalf of the Board

For Arcotech Limited

Place : New Delhi (Arvind Kumar Saraf)

Date : 8th August, 2015 Chairman

DIN : 00057323


Mar 31, 2014

Dear Members,

The Directors have immense pleasure in presenting the 33rd Annual Report on the business and operations of the Company together with Audited Statement of Accounts of your Company for the financial year ended the 31st March, 2014.

1. FINANCIAL HIGHLIGHTS

(Rs. in Crores) PARTICULARS 2013-2014 2012-2013

Sales 702.45 412.36

Profit Before Interest, Depreciation & Tax 86.18 48.90 (PBIDT)

Less : Interest & Finance Charges 31.63 15.39

Profit Before Depreciation & Tax (PBDT) 54.55 33.51

Less : Depreciation 3.87 2.79

Profit Before Tax (PBT) 50.68 30.72

Less : Provision for Current Tax /Deferred Tax 17.58 7.81

Profit After Tax (PAT) 33.10 22.91

Key Financial Indicators

PARTICULARS 2013-2014 2012-2013

OPBDITA/ OI 14.6% 14.0%

ROCE 29.1% 24.9%

RONW 27.5% 25.2%

2. DIVIDEND

Your Directors have recommended dividend of Re. 1/- per share on equity shares at the face value of Rs. 10/- each for the financial year ended 31st March, 2014

3. BUSINESS AND OPERATIONS REVIEW

Your Company has continued its growth story during fiscal 2014 and achieved 70% growth in turnover, crossing Rs 700 crore turnovers during the year. The operating profit grew by 69% to Rs 49.39 crores from Rs 29.16 crores during the previous year. The EPS of the Company also grew from 11.43 to 15.76 while achieving CAGR of more than 47% during last five years. During the year under review, your company has successfully executed the India Government Mint order for Rs. 5/- coin. The Company has also started regular supplies to various ordnance factories i.e. Katni, Khirki, Warangaon & Ambernath etc.

To further widen the product range as well as value addition, the company is looking to manufacture plated material as well as coin blanks & bullet cups. This will be a step towards forward integration and therefore improve margins.

Shareholders will be glad to note that your Company is contemplating to setup a green field project in the state of Gujarat, India to manufacture Aluminum semis. This will be an integrated facility and will prove to be a synergy to our Copper unit. Your Company is in advanced stage of discussion with all the stakeholder involved for setting up this plant. Aluminum demand has been growing at 10% CAGR since last 5 years and is expected to grow at 15-17% for the next five years. Since, Arcotech has strong team with knowledge of melting & casting of non ferrous metals and enjoys established credibility in copper and copper based alloy material market with strong customer as well as supply chain relationship, the setting up of Aluminum plant would be complemented by existing business activity of the company.

4. DIRECTORS

In pursuance with the provisions of Companies Act, 1956, Shri Rameshwar Dayal Tayal who retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment as director not liable to retire by

rotation . In terms of Clause 49 of the Listing Agreement with the Stock Exchange(s), the details of the Director to be re-appointed are being provided in the notice of the 33rd Annual General Meeting.

During the year, Shri Maninder Kohli, Non Executive-Non Independent director, Shri Suresh Thakur, Independent director and Ms Sonia Dube, Independent Women director have joined the board of the Company. In terms of Clause 49 of the Listing Agreement with the Stock Exchange(s), the details of these Directors have provided in the notice of the 33rd Annual General Meeting.

During the year under review, Shri. Gautam Khaitan, Independent Director of the company resigned from the Board and Audit Committee & Remuneration Committee of the Company with effect from 22.11.2013. The Board placed on record its appreciation for the invaluable contribution made by him during his tenure and association with the company.

5. DIRECTORS'' RESPONSIBILITY STATEMENT UNDER SECTION 217(2AA) OF THE COMPANIES ACT, 1956 The Board of Directors hereby confirms, in terms of Section 217(2AA) of the Companies Act, 1956:

a) That in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures, if any;

b) That appropriate accounting policies have been selected and applied consistently, and judgments and estimates that are reasonable and prudent have been made 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.

c) That the Directors have 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.

d) That the Annual Accounts have been prepared on a going concern basis.

6. FIXED DEPOSITS

During the Year under review, your Company has not accepted any fresh deposit within the meaning of Section 58A and 58B of the Companies Act, 1956

7. AUDITORS'' REPORT AND AUDITORS

M/s. Shwetank Joshi & Associates, Chartered Accountants, 66, Ezra Street, Kolkata-700001, Statutory Auditors of the Company, hold office till the conclusion of the 33rd Annual General meeting and are eligible for re-appointment.

The Company has received Peer Review Certificate along with the Certificate from the auditors to the effect that their re-appointment, if made, would be within the limit prescribed under Section 141(3)(g) of the Companies Act, 2013 and they are not disqualified for re-appointment . The Board of your Company recommends their re-appointment to hold office till the conclusion of the next Annual General Meeting (AGM) of the Company.

The Notes on Financial Statements referred to in the Auditors'' Report are self-explanatory and do not call for any further comments.

8. LISTING OF SHARES

As shareholders are already aware, Company''s shares are listed at Bombay Stock Exchange (BSE). Now, the equity shares of the company are also listed on the National Stock Exchange of the India Limited (NSE) with effect from April 16, 2014 vide their letter dated April 11, 2014 bearing Ref No.: NSE/LIST/236029-W.

9. STATUTORY STATEMENTS

A. Conservation of energy and technology absorption

The information relating to Conservation of Energy and Technology Absorption as required to be disclosed under Section 217(1)(e) of the Companies Act, 1956, read with Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, is annexed herewith as Annexure - ''A''.

B. Foreign Exchange Earnings and outgo

During the year under review, your Company has dealt with foreign exchange earning and outgo, pursuant to section 217(1)(e) of the Companies Act, 1956 read with Rule 2(c) of the Companies (Disclosure of Particulars in Report of Board of Directors) Rules, 1988, is annexed herewith in ''Form-B''.

C. Particulars of Employees

Information in accordance with the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies Particulars of Employees Rules, 1975, as amended, regarding employees is given in the Annexure to the Directors'' Report.

10. CORPORATE GOVERNANCE

A report on Corporate Governance together with a certificate from the practicing company secretary as per Clause 49 of the Listing Agreement is given separately in the Annexure-B which forms part of this Report.

11. CORPORATE SOCIAL RESPONSIBILITY

The Board of Directors has constituted a committee under Section-135 of the Companies Act, 2013 to be named as Corporate Social Responsibility Committee (CSR) to undertake the CSR activities as per the Schedule VII of the Companies Act, 2013. The terms of reference of the CSR Committee are as per the provisions of the Companies Act, 2013. Shri Arvind Kumar Saraf shall act as chairman of the committee.

The composition of CSR Committee is as Follows:-

NAME OF THE DIRECTOR CATEGORY

Shri Arvind Kumar Saraf Non Independent, Non Executive

Shri Radha Nath Pattanayak Executive

Shri Rameshwar Dayal Tayal Independent

Your Company always endeavors towards woman empowerment, their safety and respect in the society. Your Company has a policy to evolve strategies of education and empowerment of women so as to enable them to participate as equal citizens in the society.

As a responsible corporate citizen, your Company has a work environment policy covering health, safety and workplace environment. Arcotech subscribes to protecting the environment and to minimizing impact of its manufacturing process on the environment by proper installation of chimneys in the factory. Your Company has adopted a value-based approach to corporate sustainability management by incorporating environmental and social aspects.

Your Company assures all stakeholders that it will continue to comply with its social responsibilities in future as well.

12. MANAGEMENT DISCUSSION AND ANALYSIS

(a) Industry Scenario & Future Challenges

Industrial output has shown some sign of recovery and your company is hopeful that with the improvement in micro as well as macroeconomic indicators, rate of interest would see a downward trend and accordingly, it is expected that the industrial scenario will improve.

(b) Human Resources / Industrial Relations

Your Company acknowledges the commitment, competence and dedication of its employees at all areas of business. The Company is committed to nurturing, enhancing and retaining best talent through investment in its people to upgrade their technical, domain and leadership capability. To retain leadership position, the Company continuously innovates and customizes its Human Resource (HR) strategy to meet changing employee need.

(c) Adequacy of Internal Controls

The company has a proper and adequate system of internal controls to ensure that all assets are safeguarded and protected against loss from unauthorized use or disposition and that all transactions are authorized, recorded, and reported correctly.

(d) Operating Performance, Future Outlook etc.

The foregoing paragraphs under the head - Financial Results, Operations, and Future Outlook have discussed and analyzed other requisite issues mentioned in Clause 49 of the Listing Agreement.

13. ACKNOWLEDGMENT

Your Directors place on record their deep appreciation to employees at all levels for their hard work, dedication and commitment. The enthusiasm and unstinting efforts of the employees have enabled the Company to remain at the forefront of the Industry. Directors also take this opportunity to thank all Investors, Clients, Vendors, Banks, Government authorities and Stock Exchange(s) for their continued support.

On behalf of the Board For Arcotech Limited

Place : New Delhi (Arvind Kumar Saraf) Date : 12 August, 2014 Chairman


Mar 31, 2013

Dear Members,

The Directors take pleasure in presenting the 32nd Annual Report with the Audited Statement of Accounts of your Company for the Financial Year ended the 31st March, 2013.

1. FINANCIAL HIGHLIGHTS

(Rs. in Lacs) PARTICULARS 2012-2013 2011-2012

Sales 41235.98 27846.44

Profit Before Interest, Depreciation & Tax (PBDIT) 4890.03 3876.55

Less : Interest & Finance Charges 1538.58 1345.48

Profit Before Depreciation & Tax (PBIT) 3351.45 2531.08

Less : Depreciation 279.38 222.77

Profit Before Tax (PBT) 3072.07 2308.30

Less : Provision for Current Tax /Deferred Tax 781.47 534.35

Profit After Tax (PAT) 2290.60 1773.96

2. DIVIDEND

In view of the future plans of the company in relation to the expansion, your Directors do not recommended any Dividend for the year under review.

3. BUSINESS AND OPERATIONS REVIEW

As you are aware your Company is one of the leading manufacturers of non ferrous semis in India. During the year under review, your Company has received prestigious order worth more than Rs 361 Crores from India Government Mint through global tender for supply of Nickel Brass for manufacturing of Rs 5/- Coin blanks.

The capex plan which was initiated last year has helped the Company to produce bigger billets and to obtain larger coil weights as per international market requirement and at the same time enabled Company to bring better economies of scales and to reduce cost of production per unit . The installed capacity of the plant has also doubled to 24000 MTPA.

4. DIRECTORS

In pursuance with the provisions of Companies Act, 1956, Shri Gautam Khaitan retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment. In terms of Clause 49 of the Listing Agreement with the Stock Exchange, the details of the Director to be re-appointed are being provided in the notice of the ensuing Annual General Meeting.

5. FIXED DEPOSITS

During the Year under review your Company has not accepted any fresh deposit within the meaning of Section 58A and 58B of the Companies Act, 1956.

6. AUDITORS'' REPORT AND AUDITORS

The Notes to Accounts, forming part of Balance Sheet as at 31st March, 2013 and Profit & Loss Account for the year ended on that date, referred to in the Auditors'' Report are self explanatory.

M/s. Shwetank Joshi & Associates, Chartered Accountants, 66, Ezra Street, Kolkata-700001, Auditors of the Company who will retire at the conclusion of this Annual General Meeting, are eligible for re-appointment. The Company has received Peer Review Certificate along with the Certificate from the auditors to the effect that their appointment, if made, would be within the limit prescribed under Section 224 (IB) of the Companies Act, 1956. The Board of your Company recommends their re-appointment.

7. LISTING AND DEMAT OF SHARES

Pursuant to the approval of share holders in an Extra Ordinary General Meeting held on 16th March, 2013, the Company had received an amount of Rs 5.10 Crores from promoters towards the issuance of 1000000 equity shares having face value of Rs 10/- per share of the Company at a premium of Rs 41/- per equity share aggregating to Rs 51/- per share on preferential issue basis. The allotments of shares were made on 3rd April, 2013 and have been listed at BSE.

The Equity Shares of the Company are available in dematerialized form with NSDL & CDSL. The ISIN number of the Company is INE574I01027.

8. STATUTORY STATEMENTS

A. Conservation of energy and technology absorption

The information relating to Conservation of Energy and Technology Absorption as required to be disclosed under Section 217(1)(e) of the Companies Act, 1956, read with Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, is annexed herewith as Annexure - ''A''.

B. Foreign Exchange Earnings and outgo

During the year under review, your Company has dealt with foreign exchange earning and outgo, pursuant to section 217(1)(e) of the Companies Act, 1956 read with Rule 2(c) of the Companies (Disclosure of Particulars in Report of Board of Directors) Rules, 1988, is annexed herewith in ''Form-B''.

C. Particulars of Employees

Information in accordance with the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies Particulars of Employees Rules, 1975, as amended, regarding employees is given in the Annexure to the Directors'' Report.

9. CORPORATE GOVERNANCE

A report on Corporate Governance together with a certificate from the Auditors of the Company as per Clause 49 of the Listing Agreement is given separately in the Annexure-B which forms part of this Report.

10. CORPORATE SOCIAL RESPONSIBILITY

As a responsible corporate citizen and a respected manufacturing enterprise, your Company understands its responsibility towards the society. During the year, a free eye checkup camp was organized at our manufacturing facility at Bawal. The camp was inaugurated by Estate Officer, HSIIDC Bawal and was open for all the people of the area. Qualified eye specialist doctors from reputed Vasan Eye Care Hospital, New Delhi conducted the eye check up using state-of-the-art technology machine and methods accompanied by careful guidance to take care of eyes. Arcotech group has started a venture with a name Arcotech Uniexpat Limited for the purpose of nurturing talent of students across the world. Your Company assures all stakeholders that it will continue to comply with its social responsibilities in future as well.

11. MANAGEMENT DISCUSSION AND ANALYSIS

(a) Industry Scenario & Future Challenges

During the year, Industrial Output of the economy has been sluggish; primarily because of higher interest rates in macroeconomic concerns. However, your Company''s approach of diversification of customer base has helped it to maintain steady growth.

(b) Human Resources / Industrial Relations

Your Company acknowledges the commitment, competence and dedication of its employees at all areas of business. The Company is committed to nurturing, enhancing and retaining best talent through investment in its people to upgrade their technical, domain and leadership capability. To retain leadership position, the Company continuously innovates and customizes its Human Resource (HR) strategy to meet changing employee needs.

(c) Adequacy of Internal Controls

The company has a proper and adequate system of internal controls to ensure that all assets are safeguarded and protected against loss from unauthorized use or disposition and that all transactions are authorized, recorded, and reported correctly.

(d) Operating Performance, Future Outlook etc.

The foregoing paragraphs under the head - Financial Results, Operations, and Future Outlook have discussed and analyzed other requisite issues mentioned in Clause 49 of the Listing Agreement.

12. DIRECTORS'' RESPONSIBILITY STATEMENT

The Board of Directors hereby confirms, in terms of Section 217(2AA) of the Companies Act, 1956:

i) That in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures, if any.

ii) That appropriate accounting policies have been selected and applied them consistently, and, judgments and estimates that are reasonable and prudent have been made 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 has been taken for 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.

iv) That the Annual Accounts have been prepared on a going concern basis.

13. ACKNOWLEDGMENT

Your Directors place on record their deep appreciation to employees at all levels for their hard work, dedication and commitment. The enthusiasm and unstinting efforts of the employees have enabled the Company to remain at the forefront of the Industry. Your Company looks upon them as partners in its progress and has shared with them the rewards of growth.

Directors also take this opportunity to thank all investors, clients, vendors, banks, government authorities and stock Exchange for their continued support.

On behalf of the Board

For Arcotech Limited

Place : New Delhi (Arvind K Saraf)

Date : 16th July, 2013 Chairman


Mar 31, 2012

The Directors take pleasure in presenting the 31st Annual Report with the Audited Statement of Accounts of your Company for the Financial Year ended the 31st March, 2012.

1. FINANCIAL HIGHLIGHTS

(Rs. in Lacs) PARTICULARS 2011-2012 2010-2011

Sales & Other Income 27846.44 22265.33

Profit Before Interest, Depreciation & Tax (PBDIT) 3876.55 3342.70

Less : Interest & Finance Charges 1345.48 1015.46

Profit Before Depreciation & Tax (PBIT) 2531.08 2327.24

Less : Depreciation 222.77 171.72

Profit Before Tax (PBT) 2308.30 2155.52

Less : Provision for Current Tax /Deferred Tax (534.35) (738.36)

Profit After Tax (PAT) 1773.96 1417.16

2. DIVIDEND

In view of the future plans of the company in relation to the expansion, your Directors do not recommend any Dividend for the year under review.

3. BUSINESS AND OPERATIONS REVIEW

The Company continued its efforts to strengthen its presence across various industrial segments both in domestic and international market during the year under review. Stakeholders are aware that during the FY 2010-11, the focus of the Company was primarily in diversifying its reach in different industrial segments and simultaneously we diversified geographically in domestic market as well.

During the year under review, the company has expanded itself in the international market as well. The competitive edge of providing international quality material at cost effective price has helped your Company to tap international market. The Company has made direct exports to Middle East, Far East Asia and Latin America etc.

In order to further expand and to meet the stringent quality conditions of international market, your Company has taken up a expansion cum modernization plan which will increase its installed capacity to 24000 MTPA. This would also enable Company to better its economies of scale and to reduce per unit cost of production and at the same time would bring uniformity in entire production process.

4. DIRECTORS

In pursuance with the provisions of Companies Act, 1956, Shri Rameshwar Dayal Tayal retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment. In terms of Clause 49 of the Listing Agreement with the Stock Exchange, the details of the Director to be re-appointed are being provided in the notice of the ensuing Annual General Meeting.

5. FIXED DEPOSITS

During the Year under review your Company has not accepted any fresh deposit within the meaning of Section 58A and 58B of the Companies Act, 1956.

6. AUDITORS' REPORT AND AUDITORS

The Notes to Accounts, forming part of Balance Sheet as at 31st March, 2012 and Profit & Loss Account for the year ended on that date, referred to in the Auditors' Report are self explanatory.

M/s. Shwetank Joshi & Associates, Chartered Accountants, 66, Ezra Street, Kolkata-700001, Auditors of the Company who will retire at the conclusion of this Annual General Meeting, are eligible for re-appointment. The Company has received peer review Certificate along with the Certificate from the auditors to the effect that their appointment, if made, would be within the limit prescribed under Section 224 (IB) of the Companies Act, 1956. The Board of your Company recommends their re-appointment.

7. LISTING AND DEMAT OF SHARES

The Equity Shares of the Company are available in dematerialized form with NSDL & CDSL. The ISIN number of the Company is INE574I01027.

8. STATUTORY STATEMENTS

A. Conservation of energy and technology absorption

The information relating to Conservation of Energy and Technology Absorption as required to be disclosed under Section 217(1)(e) of the Companies Act, 1956, read with Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, is annexed herewith as Annexure - 'A'.

B. Foreign Exchange Earnings and outgo

During the year under review, your Company has dealt with foreign exchange earning and outgo, pursuant to section 217(1)(e) of the Companies Act, 1956 read with Rule 2(c) of the Companies (Disclosure of Particulars in Report of Board of Directors) Rules, 1988, is annexed herewith as 'Form-B'.

C. Particulars of Employees

Information in accordance with the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies Particulars of Employees Rules, 1975, as amended, regarding employees is given in the Annexure to the Directors' Report.

9. CORPORATE GOVERNANCE

A report on Corporate Governance together with a certificate from the Auditors of the Company as per Clause 49 of the Listing Agreement are given separately in the Annexure-B which forms part of this Report.

10. MANAGEMENT DISCUSSION AND ANALYSIS

(a) Industry Scenario & Future Challenges

Company is expecting healthy demand and growth of the product. Our plan is to serve the various segment of the industries. As the company has widened its product mix, the demand for company's product has increased and the company expanded its frontier to international market. Company expects to have continuous growth in demand from its domestic as well as international customers.

(b) Human Resources / Industrial Relations

Your Company believes that a dedicated and motivated team of individuals plays a decisive role in achieving its goals. Employees today are looking for development opportunities, future career options, empowerment and work life balance in an organization. To retain leadership position, the Company continuously innovates and customises its Human Resource (HR) strategy to meet changing employee need. The Company continues to invest in its people to upgrade their technical, domain and leadership capability.

(c) Adequacy of Internal Controls

The company has a proper and adequate system of internal controls to ensure that all assets are safeguarded and protected against loss from unauthorized use or disposition and that all transactions are authorized, recorded, and reported correctly.

(d) Operating Performance, Future Outlook etc.

The foregoing paragraphs under the head - Financial Results, Operations, and Future Outlook have discussed and analyzed other requisite issues mentioned in Clause 49 of the Listing Agreement.

11. DIRECTORS' RESPONSIBILITY STATEMENT

The Board of Directors hereby confirms, in terms of Section 217(2AA) of the Companies Act, 1956:

i) That in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures, if any.

ii) That appropriate accounting policies have been selected and applied them consistently, and, judgments and estimates that are reasonable and prudent have been made 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 has been taken for 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.

iv) That the Annual Accounts have been prepared on a going concern basis.

12. ACKNOWLEDGMENT

Your Directors place on record their deep appreciation to employees at all levels for their hard work, dedication and commitment. The enthusiasm and unstinting efforts of the employees have enabled the Company to remain at the forefront of the Industry. Your Company looks upon them as partners in its progress and has shared with them the rewards of growth.

Your Directors also take this opportunity to thank all investors, clients, vendors, banks, government authorities and stock Exchange for their continued support.

On behalf of the Board For Arcotech Limited

Place : New Delhi (Arvind K Saraf)

Date : 6th August, 2012 Chairman

 
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