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Directors Report of Batliboi Ltd.

Mar 31, 2015

Dear Members,

The Directors take pleasure in presenting the 71st Annual Report together with the audited financial statements for the year ended March 31, 2015.

Highlights of Performance

1. FINANCIAL RESULTS (Rs. in Crores) For the Year ended Particulars 31.03.2015 31.03.2014 31.03.2015 31.03.2014 Standalone Standalone Consolidated Consolidated

Gross Turnover (Including Indirect Sales) 360.76 371.65 504.92 522.92

Total Income 122.83 122.07 267.47 272.57

PBDIT 0.21) 1.95 0.50 12.53

Less: Finance Cost 6.05 5.22 7.77 7.35

Less: Depreciation 2.41 1.77 6.71 7.15

Profit/(Loss) Before Tax & Exceptional Items (8.69) (5.04) (13.98) (1.97)

Exceptional items: Income/(expenses)

PBT (8.69) (5.04) (13.98) (1.97)

Less: Provision for Taxation (1.44) (0.84) (1.96) 0.89

PAT (7.25) (4.19) (12.01) (2.87)

2. DIVIDEND

In view of losses, Directors do not recommend any dividend for the year ended 31st March, 2015.

3. SHARE CAPITAL

The Paid up Equity Capital as on 31st March, 2015 was Rs. 14.35 Crores. During the year under review, the Company has not issued shares with differential voting rights or sweat equity shares.

Company has allotted 33,333 Equity Shares under ESOP Scheme

4. REVIEW OF OPERATIONS AND OUTLOOK

During the financial year 2014-15, the turnover of Textile and Machine Tool divisions has improved but there is a pressure on the margins. However, due to under performance of Machine Tool divisions, owing to lower demand and sluggish market conditions, the performance of the Company got affected.

The standalone turnover of the Company was lower as compare to previous financial year resulting in a loss of Rs. 7.25 Crores as compared to a loss of Rs. 4.19 Crores in the previous year.

The turnover of French Subsidiary, AESA Air Engineering increased by 64% as compared to previous year and posted profit of Rs. 0.44 Crores as compared to a loss of previous year of Rs. 1.12 Crores.

The performance of Quickmill Inc., the Canadian subsidiary got affected due to overall slowdown in machine tools segment.

It is expected that there would be positive sentiments in the market which would trigger higher demand for machine tools in many private and public sector units engaged in vehicle manufacturing, power and infrastructure. The continuation of TUF (Technology up gradation fund), favorable State Government policies for investment in textile sector (state textile policies of Gujarat, Maharashtra, Andhra Pradesh) and increasing demand for yarn will lead to further investments in the textile sector during 2015-16.

The Company is confident of its future prospects.

5. SUBSIDIARIES

(i) Quickmill Inc.

Quickmill Inc. head quartered in Canada is engaged in manufacturing of large gantry drilling and milling machines and caters mainly to the energy and heavy equipments manufacturing sectors.

The performance of Quickmill in financial year 2014-2015 was below the targeted level due to crash of crude oil prices, the sector to which it caters.

Quickmill expects to achieve better performance in financial year 2015-16.

(ii) AESA Air Engineering

AESA SA head quartered in France is engaged in the business of Air-conditioning and filtration in textile, tobacco, chemical, non-woven and glass and fiber glass industry.

AESA SA performed better in financial year 2014-15 as compared to financial year 2013-14. The pressure on margins remains high especially in Indian market. With the current company structure at the offices situated in France, China, Singapore and India the company is optimistic of the future performance. The Offices in Italy and Hong Kong have been closed in order to have lower cost across AESA.

6. EMPLOYEE STOCK OPTION SCHEME

Pursuant to the resolutions passed by the members at the Extra Ordinary General Meeting held in December, 2011, the Company has formulated and introduced Employees Stock Option Plan (ESOP) with a view to encourage the employees to participate in the growth of the Company. Out of 28,68,255 options reserved under the ESOP the Remuneration Committee had granted 10,00,000 Options to the eligible employees during 2011-12 and 1,00,000 stock options to the eligible employees during 2012-2013, out of which 3,50,000 options granted have lapsed and added back to the available bank and will be used for re-issue of the options.

Pursuant to the resolution passed at the meeting of Nomination & Remuneration Committee on 9th September, 2014, the Company further granted Options of 3,50,000 equity shares to the eligible employees in accordance with the ESOP Scheme of the Company at a price of Rs. 15.75 per share.

Further as per the resolution passed by the Board of directors of the Company on 27th January, 2015, 33,333 equity shares were allotted under ESOP scheme at the exercise price of Rs. 15.75 per share.

Detailed disclosures as required under the SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 are given in the Annexure "A" to this Report.

7. SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS

The consolidated Financial Statements of your Company and its Subsidiaries prepared in accordance with "Accounting Standards-21" prescribed by The Institute of Chartered Accountants of India, form part of Annual Report and the Accounts.

I n terms of Circular No. 51/12/2007-CL-NI dated 8th February, 2011 issued by the Ministry of Corporate Affairs granting exemption to the companies under section 212 of the Companies Act, 1956, the Balance Sheet, Profit & Loss Account, Report of Board of Directors and Auditors of Subsidiary Companies have not been attached with the Balance Sheet of the Company. The annual accounts of these Subsidiaries and the related detailed information will be made available to any Member of the Company/its Subsidiaries seeking such information at any point of time and are also available for inspection by any Member of the Company/its Subsidiaries at the Corporate Office of the Company. The annual accounts of the said Subsidiaries will also be available for inspection, as above, at the head offices of the respective Subsidiaries.

8. FIXED DEPOSITS

The Company has not accepted any deposits from the public or employees during the year under review.

9. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

10. DIRECTORS

Mr. George Verghese is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. Your Directors recommend his re-appointment.

During the year Mrs. Sheela Bhogilal has been appointed as the Non-Executive Woman Director of the Company.

Brief resume of the Director appointed during the year is provided in the Corporate Governance Report forming part of this Annual Report.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of Independence and also none of the Directors of the Company are disqualified under Section 164(2) of the Companies Act, 2013.

11. RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on the arm's length basis and were in ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. Thus disclosure in form AOC-2 is not applicable.

All Related Party Transactions are placed before the Audit Committee as also as it has to be approved by the Board. Prior approval of the Audit Committee is obtained for the transactions which are foreseen and repetitive in nature.

The policy on Related Party Transactions as approved by the Board is uploaded on Company's website.

12. VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has a vigil mechanism policy in place to enable the Directors and employees to have direct access to the Chairman and Managing Director or the Members of the Audit Committee. The details of the vigil mechanism is explained in the Corporate Governance Report and also posted on the website of the Company.

13. HUMAN RESOURCE

During the Year under review various Technical Training for manufacturing personnel were conducted at the Company's manufacturing unit at Udhna and relations with all employees and union were cordial and pro-active. They also supported productivity and process improvement measures undertaken at all the functions of the Company.

The Company has in place Health, Safety and Environment policy for Udhna and Bangalore operations. The same is reviewed by the Board from time to time and appropriate actions are taken as required.

The Company also arranged a Health Camp for all the employees at Udhna through Prabhu General Hospital & Bankers Heart Institute, Surat.

14. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Pursuant to Section 135 of the Companies Act, 2013, every company having net worth of rupees five hundred crore or more, or turnover of rupees one thousand crore or more or a net profit of rupees five crore or more during any financial year shall constitute a Corporate Social Responsibility (CSR) Committee of the Board. Your Company does not fall under the provisions of aforesaid section, therefore, CSR Committee has not been constituted.

15. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement is given elsewhere in this Annual Report.

16. BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and clause 49 of the Listing Agreement, the Board has formulated a policy for evaluation of the Board and Chairperson. The details of evaluation process are mentioned in Corporate Governance Report.

17. REMUNERATION POLICY

The Board has, on the recommendation of the Nomination and Remuneration Committee framed a policy for selection and appointment of Directors and Senior Management. The Remuneration Policy is explained in the Corporate Governance Report.

18. MEETINGS

A calendar of Meetings is prepared and circulated in advance to the Directors.

During the year four Board Meetings and four Audit Committee Meetings were convened and held. The details of which are given in Corporate Governance Report. The intervening gap between the Meetings was within the prescribed period under the Companies Act, 2013.

19. CORPORATE GOVERNANCE

A report on the Corporate Governance pursuant to Clause 49 of the Listing Agreement along with a Certificate from the Auditors of the Company regarding the compliance of conditions of Corporate Governance forms part of the Annual Report.

20. AUDITORS REPORT

The Statutory Auditors M/s. V. Sankar Aiyar & Co., Chartered Accountants, hold office upto the conclusion of the ensuing Annual General Meeting and being eligible, offers themselves for re-appointment.

The Statutory Auditors M/s. V. Sankar Aiyar & Co., Chartered Accountants have issued their reports on Standalone & Consolidated Financial Statements for the financial year 2014-15. There are no adverse remarks or qualifications in the said report and it is a clean report.

21. COST AUDITORS

Pursuant to Section 148 of the Companies Act, 2013 read with The Companies (Cost Records and Audit) Amendment Rules, 2014, the Company has maintained its cost audit records for auditing.

Your Directors had, on the recommendation of the Audit Committee appointed M/s V. J. Talati & Co. to audit the cost accounts of the Company for the financial year 2014-15.

22. 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 M/s Ashish Bhatt & Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed as annexure 'B'. As per Secretarial Auditor's observation, there was inadvertent delay in filing of few e-forms because of transition phase from Companies Act, 1956 to Companies Act, 2013. However, the applicable provisions of the Act were complied with on time. Further, the Company is in the process of complying with the clause 40A of the Listing Agreement.

23. DIRECTORS' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013:-

(i) t hat in the preparation of the annual accounts for the year ending 31st March, 2015, the applicable Accounting Standards have been followed along with proper explanation relating to material departures, if any;

(ii) they have, in the selection of the accounting policies, consulted the Statutory Auditors and have 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 at the end of the financial year and of the loss of the Company for the year under review;

(iii) they have taken proper and sufficient care, to the best of their knowledge and ability, 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; and;

(iv) they have prepared the Annual Accounts on a going concern basis.

(v) t hey have proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.

(vi) t hey have devised proper systems to ensure compliances with the provisions of all applicable laws and that such systems were adequate and efficient.

24. TRANSFER TO INVESTOR EDUCATION & PROTECTION FUND

The Company has, during the year under review transferred a sum of Rs. 2,78,712/- (Two Lakhs Seventy Eight Thousand Seven Hundred Twelve) to Investor Education and Protection Fund, in compliance with the provisions of erstwhile Section 205C of the Companies Act, 1956. The said amount represents dividend for the financial year 2006-07 which remained unclaimed by the members of the Company for a period exceeding 7 years from its due date of payment.

25. CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company is prepared in accordance with the relevant Accounting Standards issued by the Institute of Chartered Accountants of India form a part of this Annual Report.

26. CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars required to be disclosed pursuant to Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, are given in the annexure "C" forming part of this Report.

27. SAFETY AUDIT

Safety Audit for the year ending 31st March, 2015 was conducted for which an Independent Consultant was appointed.

28. INTERNAL COMPLAINT COMMITTEE

I n order to provide protection against sexual harassment of women at work place and for the prevention and redressal of complaints of sexual harassment and matters connected therewith or incidental thereto, an Internal Complaint Committee has been formed and the policy on 'Anti Sexual Harassment' is posted on the website of the Company.

Matters handled by Internal Complaint Committee during the year 2014-15, are as follows:-

- Number of complaints on sexual harassment received during the year: NIL

- Number of complaints disposed off during the year: N.A.

- Number of cases pending for more than 90 days: N.A.

- Nature of action taken by the Employer: N.A.

- Number of Workshops: Three for employees one for members.

29. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT 9 is annexed as Annexure 'D'

30. PARTICULARS OF EMPLOYEES

I n terms of the provisions of Section 197 of the Companies Act, 2013, read with Rule, 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, in respect of the employees of the Company, will be provided upon request. Pursuant to Section 136 of the Act, the Reports and Accounts are being sent to the Members and other entitled thereto, excluding the information on employee's particular which is available for inspection by the Members at the Registered Office of the Company during the business hour up to the date of ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.

31. ACKNOWLEDGEMENTS

Your Directors take this opportunity to express and place on record their appreciation for the continued support, cooperation and assistance extended by shareholders, employees, customers, principals, agents, bankers, financial institutions, suppliers, distributors and other stakeholders of the Company.

32. CAUTIONARY STATEMENT

Certain statements in this annual report may constitute "forward-looking statements". These forward looking statements are subject to a number of risks, uncertainties and other factors which could cause actual results to differ materially from those suggested by forward looking statements Important factors that could influence the Company's operation can be affected by global and domestic demand and supply conditions affecting selling prices of finished goods, input availability and prices, changes in government regulations, tax laws, economic developments within the country and other factors such as litigation and industrial relations.

For and on behalf of the Board of Directors,

Sd/- NIRMAL BHOGILAL Chairman & Managing Director

Mumbai, 9th May, 2015


Mar 31, 2012

The Directors submit 68th Annual Report together with Audited Accounts for the year ended 31st March, 2012.

1. FINANCIAL RESULTS

(Rs in lakhs)

For the Year ended 31.03.2012 31.03.2011 31.03.2012 31.03.2011 Standalone Standalone Con solidated Con solidated

Gross Turnover (Including Indirect Sales) 32,137.60 26,673.32 44,219.69 37,175.64

Total Income 13,132.22 13,145.46 25,315.98 23,766.39

PBDIT 697.40 1,156.89 1,269.58 1,387.07

Less- Interest 472.35 540.42 588.921 649.01

Less: Depreciation : 154.47 155.90 631.43 611.11

Profit Before Tax & Exceptional Items 70.58 460.56 49.23 126.95

Exceptional items: (Income)/expenses - (80.99) - (80.99)

PBT 70.58 541.54 49.23 207.93

Provision for Taxation: Current Tax 16.00 115.80 75.22 22.27

Deferred Tax 38.00 (21.03) 42.83 (3.10)

Mat credit available for set off (16.00) (57.80) (16.00) (57.80)

Tax Adjustments in respect of earlier years - (26.22) - (26.22)

PAT 32.58 530.80 (52.81) 272.78

2. DIVIDEND

Due to insufficient profits, your Directors do not recommend any dividend for the year ended 31st March, 2012.

3. REVIEW OF OPERATIONS AND OUTLOOK

The year under review witnessed subdued industrial production and consequential lower demand for the capital goods and other industrial products. As a result, the Machine Tool Industry witnessed fall in demand after a buoyant previous year. The Textile Industry also showed sluggish growth due to erratic raw material price movement and its resultant impact on the yarn production. Trading division however, did well riding on surge in demand from overseas customers.

On standalone basis, the gross turnover including indirect sales grew by more than 20% over the previous year. Revenue from operations was lower at Rs 123.87 crores as against Rs 127.46 crores for the previous year. The operations resulted in reduced profit before exceptional items and tax of Rs 70.58 lacs as against Rs 460.56 lacs in the previous year, mainly due to increased cost and overheads.

The performance of foreign subsidiaries showed mixed results as Quickmill Inc. posted impressive results on the strength of sustained demand from various sectors in American continent whereas AESA SA continued to face unsteady times due to slower than expected recovery in Europe and Middle East. The consolidated turnover was up by more than 6%. However, due to higher cost and squeezed margins, the operations resulted in a post tax loss of Rs 52 lacs as against profit of Rs 272 lacs in the previous year.

The Company has a healthy order book and reasonable level of enquiries. This coupled with various initiatives such as launching of new products and concerted R&D activities would be the key drivers for the growth in the current year. However, continued lower industrial production and difficult economic environment poses the challenges for the year ahead.

4. SUBSIDIARIES

(i) Quickmill Inc.

Quickmill Inc. head quartered in Canada is engaged in making of large gantry drilling and milling machines and caters mainly to the energy and heavy equipments manufacturing sectors. The year under review has been encouraging as the operations returned to normally riding on the recovery in the American markets. The Company successfully launched its new line of machining centre and will be the thrust area in the current year.

With the modest recovery in the North American market, increased presence in India and other growing economies and continued focus on cost reduction, the outlook for the year ahead is positive.

(ii) AESA Air Engineering

AESA SA head quartered in France is engaged in the business of Air-conditioning and filtration in textile, tobacco, chemical, non-woven and glass and fiber glass industry.

After a recovery in the previous year, the performance during the year under review was unsatisfactory. This was due to slower than expected recovery in Europe and Middle East and other major markets where the Company is operating, coupled with pressure on margins due to unrelenting competition.

The Company has taken various measures such as restructuring of operations in France, China, Singapore and India and intensifying R&D efforts, the results of which will be seen in the current year. The Company is also focusing on its spare parts and service business to augment revenues.

5. EMPLOYEE STOCK OPTION SCHEME

Pursuant to the resolutions passed by the members at the Extra Ordinary General Meeting held on 13th December, 2011, your Company has formulated and introduced Employees Stock Option Plan (ESOP) with a view to encourage the employees to participate in the growth of the Company. Out of 28,68,255 reserved under the ESOS, the Remuneration Committee granted 10,00,000 options as a first tranche to the eligible employees, during the year under review. Each option would entitle the Option holder to acquire one equity share of the Company upon vesting. These options will vest in three equal annual installments after three, four and five years of grant.

Disclosures as required under the SEBI (Employees Stock Option Scheme and Employees Stock Purchase Scheme), Guidelines, 1999 are annexed to this Report.

6. DELISTING OF SHARES FROM THE NSE

With a view to reduce administrative work and overheads, it was thought prudent to remain listed only with one Stock Exchange having nationwide terminals. Accordingly, after taking Board approval, the Company had made an application for Delisting its Shares from National Stock Exchange of India Limited (NSE) under Regulation 6 & 7 of SEBI (Delisting of equity Shares) Regulations, 2009. The same has been approved by NSE and the equity shares have been delisted from the NSE vide circular no. NSE/CML/20957 dated 7th June, 2012. The Company's Shares will continue to remain listed on the Bombay Stock Exchange Limited.

7. SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS

The Statement pursuant to section 212 of the Companies Act, 1956, containing details of the subsidiaries is given elsewhere in the Annual Report.

The consolidated Financial Statements of your Company and its subsidiaries prepared in accordance with "Accounting Standards - 21" prescribed by The Institute of Chartered Accountants of India, form part of Annual Report and the Accounts.

In terms of Circular No. 51/12/2007-CL-lll dated 8th February, 2011 issued by the Ministry of Corporate Affairs granting exemption to the companies under section 212 of the Companies Act, 1956, the Balance Sheet, Profit & Loss Account, Report of Board of Directors and Auditors of Subsidiary Companies have not been attached with the Balance Sheet of the Company. The annual accounts of these subsidiaries and the related detailed information will be made available to any Member of the Company/its subsidiaries seeking such information at any point of time and are also available for inspection by any Member of the Company/its subsidiaries at the Corporate Office of the Company. The annual accounts of the said subsidiaries will also be available for inspection, as above, at the head offices of the respective subsidiaries.

8. FIXED DEPOSITS

The Company has not accepted any deposits from the public or employees during the year under review.

9. DIRECTORS

Mr. Vijay R. Kirloskar and Mr. George Verghese retire by rotation at the ensuing Annual General Meeting and being eligible, offers themselves for re-appointment. Your Directors recommend their re-appointment. Brief resume of the Directors proposed to be re-appointed as required under Clause 49 of the Listing Agreement are provided in the Corporate Governance Report forming part of this Annual report.

None of the Directors of the Company are disqualified under Section 274(1) (g) of the Companies Act, 1956.

10. MANAGEMENT DISCUSSION & ANALYSIS REPORT

The Management Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement is given elsewhere in this Annual Report.

11. CORPORATE GOVERNANCE

A report on the Corporate Governance pursuant to Clause 49 of the Listing Agreement along with a Certificate from the Auditors of the Company regarding the compliance of conditions of Corporate Governance forms part of the Annual Report.

12. AUDITORS

M/s. V. Sankar Aiyar & Co. Chartered Accountants hold office upto the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

The Company has received letter from them to the effect that their appointment, if made, would be within the prescribed limits u/s. 224(1) (B) of the Companies Act, 1956.

13. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, with respect to Directors' Responsibility Statement, it is hereby confirmed that:

(i) in the preparation of the annual accounts, the applicable Accounting Standards have been followed and there are no material departures;

(ii) they have, in the selection of the accounting policies, consulted the Statutory Auditors and have 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 at the end of the financial year and of the Profit of the Company for the year under review;

(iii) they have taken proper and sufficient care, to the best of their knowledge and ability, 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 and;

(iv) they have prepared the Annual Accounts on a Going Concern basis.

14. CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORBTION, FOREIGN EXCHANGE EARNINGS AND OUTGOINGS

The particulars required to be disclosed pursuant to Section 217 (1) (e) read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, are given in the annexure "B" forming part of this Report.

15. PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of employees) Rules, 1975, as amended, the names and other particulars of the employees forms part of this report as annexure. However, as permitted by Section 219(1)(b)(iv) of the Companies Act, 1956 this Annual Report is being sent to all Shareholders excluding the aforesaid information. Any member interested in obtaining such particulars may write to the Company Secretary at the Registered Office of the Company.

16. ACKNOWLEDGEMENTS

Your directors avail to take this opportunity to express and place on record their appreciation for their assistance and co-operation extended by shareholders, employees, customers, principals, agents, bankers, financial institutions, suppliers, distributors and other stakeholders of the Company.

By Order of the Board of Directors,

Sd/-

NIRMAL BHOGILAL

CHAIRMAN & MANAGING DIRECTOR

Mumbai,

May 23, 2012


Mar 31, 2011

Dear Members,

The Directors submit their 67,h Annual Report together with the Audited Accounts for the year ended 31s1 March, 2011.

1. FINANCIAL RESULTS

(Rs. in lakhs)

For the Year ended For the Year ended 31.03.2011 31.03.2010 31.03.2011 31.03.2010 Standalone Standalone Consolidated Consolid ated

Gross Turnover (Including Indirect Sales) 26363.02 21275.14 36701.14 31093.82

Net Sales 12436.26 9254.82 22774.38 19073.50

Other Income 405.32 387.61 695.01 672.33

TOTAL INCOME 12841.58 9642.44 23469.39 19745.82

Profit before Interest, Depreciations Tax 901.59 437.95 1132.68 558.30

Less: Interest . 540.42 527.19 649.13 598.84 Depreciation . 155.90 183.41 611.11 650.93

Profit before tax and exceptional items 205.27 (272.65) (127.57) (691.46)

Exceptional item -Income/ (expense) 336.29 (135.94) 336.29 (135.94)

Profit before tax 541.56 (408.59) 208.72 (827.40)

Provision for Taxation:

Current Tax 115.80 - 40.15 (32.06)

Deferred Tax (21.03) - (21.03)

Mat Credit Available for set off (57.80) - (57.80)

Tax Adjustments in respect of earlier years (26.22) 3.39 (26.22) 3.39

PROFIT AFTER TAX (PAT) 530.82 (411.98) 273.63 (798.72)

Less: Minority Interest - - (14.41)

PROFIT AFTER MINORITY INTEREST 530.82 (411.98) 273.63 (784.32)

AdaV(Less): Balance as per last Balance Sheet 980.26 1392.24 1981.16 2765.47

Available Surplus/ (Deficit) 1511.07 980.26 2254.79 1981.16

Appropriations:

Transfer to Capital Redemption Reserve 95.60 - 95.60

Balance carried to Balance Sheet 1415.47 960.26 2159.19 1981.16

2. DIVIDEND

With a view to conserve the resources, your Directors do not recommend any dividend for the Year ended 31st March, 2011.

3. PERFORMANCE & OUTLOOK:

Buoyant economy and sustained growth in GDP led to increased industrial production and consequential higher demand for capital goods during the year under review. The Company posted improved results during the year under review by turning around the operations, on the back of growing demand for capital goods and improved textile industry scenario. Various measures taken by the Company such as cost reduction, enhancing market share by developing and launching new products, also contributed to the performance.

On standalone basis, the gross turnover including indirect sales grew by more than 23% over the previous year. The operations resulted in Profit before Tax of Rs. 205 lacs, against a loss of Rs. 273 lacs during the previous year. On a post tax basis including exceptional items, the profit was Rs. 530 lacs as compared to a post tax loss of Rs. 411 lacs in the previous year.

The performance of foreign subsidiaries showed mixed results as capital spending in North America continued to be subdued whereas the European economy showed improvement. The consolidated turnover was up by more than 18% resulting in post tax Profit of Rs. 273 lacs as against loss of Rs. 798 lacs during the previous year.

The Company has a healthy order book and with the continued growth in industrial production, renewed investments in power & infrastructure sector and encouraging prospects for textile industry, the Company expects further improvement in its performance. The Company is taking several actions such as capacity expansion to reduce lead time, introduction of new products, R&D initiatives etc., to further strengthen the business operations.

4. SUBSIDIARIES:

(i) Quickmill Inc.

Quickmill Inc. headquartered in Canada is engaged in the business of manufacturing large gantry drilling and milling machines for supply to the energy and heavy equipment manufacturing sectors. The year under review has been disappointing as the performance was affected by the continued economic down turn and recession in key markets like North America and Middle East. Strengthening of the Canadian dollar and increase in steel prices added to the woes.

The Company has chalked out definitive plan for turning around the operations and has restructured the business to reduce costs and widen the market base. It has also taken steps to increase its presence in India. With these initiatives, Quickmill expects improved performance and return to profitability.

(ii) AESA Air Engineering

AESA is engaged in the business of Air-conditioning and filtration in textile, tobacco, chemical, non-woven and glass and fibre- glass industry.

AESA made recovery during the year under review on the back of booming textile market in India and Indonesia and various measures taken for restructuring the operations. It posted higher turnover with marginal profit.

It has good order backlog for the current year and is taking various steps such as Product re-engineering and innovations, increasing market share worldwide with thrust on China and Indian market. With the continued improvement expected in the textile industry worldwide, AESA is expected to do better.

5. ISSUE OF PREFERENCE SHARES

The Company had issued 6,92,480 - 5% Redeemable Non cumulative Preference shares of Rs. 100/- each, aggregating to Rs. 693 lacs, to the promoters on preferential basis after obtaining requisite approval from the members of the Company pursuant to Section 81 (1-A) of the Companies Act, 1956. Out of this, 4,78,000 Preference shares amounting toRs.478 lacs were allotted during the year.

6. SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS

The Statement pursuant to section 212 of the Companies Act, 1956, containing details of the Company's Subsidiaries is given elsewhere in the Annual Report.

The Consolidated Financial Statements of your Company and its subsidiaries prepared in accordance with "Accounting Standard - 21" prescribed by The institute of Chartered Accountants of India, form part of the Annual Report and the Accounts.

In terms of approval granted by the Central Government under Section 212(8) of the Companies Act, 1956, copy of the Balance Sheet, Profit and Lost Account, Reports of the Board of Directors and Auditors of the subsidiaries have not been attached with the Balance Sheet of the Company The annual accounts of these subsidiaries and the related detailed information will be made available to any Member of the Company/its subsidiaries seeking such information at any point of time and are also available for inspection by any Member of the Company/its subsidaries at the Corporate Office of the Company. The annual accounts of the said subsidaries will also be available for inspection, as above, at the head offices of the respective subsidiary companies.

7. FIXED DEPOSITS

The Company has not accepted anv deposits from the public or employees during the year under review.

8. DIRECTORS

Mr. Subodh Bhargava and Mr. E.A Kshirsagar retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. Your Directors recommend their re-appointment.

Mr. Nirmal Bhogilal's term as the Chairman and Managing Director of the Company expired on 31s1 March. 2011. The Board has

re-appointed him as the Chairman and Managing Director of the Company for five years effective from 15l April, 2011, subject to approval of members of the Company. Resolution seeking members' approval for his re-appointment has been included in the Notice to the members forming part of this Annual Report.

None of the Directors of the Company are disqualified under section 274 (1) (g) of the Companies Act, 1956.

9. MANAGEMENT DISCUSSION & ANALYSIS REPORT

The Management Discussion and Analysis Report for the year under review, as stipulated under clause 49 of the Listing Agreement is given elsewhere in this Annual Report.

10. CORPORATE GOVERNANCE

A report on the Corporate Governance pursuant to clause 49 of the Listing Agreement along with a certificate from the Auditors of the Company regarding the compliance of conditions of Corporate Governance forms part of the Annual report.

11. AUDITORS

M/s. V. Sankar Aiyar & Co. Chartered Accountants hold office upto the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

The Company has received letter from them to the effect that their appointment, if made, would be within the prescribed limits u/s. 224(1) (B) of the Companies Act, 1956.

12. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act 1956, the Directors, (based on the representations received from the Operating Management), confirm that -:

(a) in the preparation of the Annual Accounts, the applicable Accounting Standards had been followed and that there are no material departures;

(b) they have, in the selection of the accounting policies, consulted the Statutory Auditors and have applied them consistently and made judgments and estimates that a; ¦Rs. , tascnable 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 vear and of the profit of the Company for tne year;

¦ c) they have taken proper and sufficient care, to the besi of their knowledge and ability, for the maintenance of adequate accounting records in accordance with -.hi.- provisions of the Companies Act, 1956 for safeguards.-' the assets of the Company and for preventing and detect' fraud and other irregularities;

(d) they have prepared the Annuai Accounts on a G<. -h Concern basis.

13. FOREIGN EXCHANGE EARNINGS AND OUTGOINGS

During the year ended 31s' March 2011, Foreign Exchange Earnings were Rs. 584.32 lacs (Previous Year Rs. 588.60 lacs) and the Foreign Exchange Outgo was Rs. 733.04 lacs (Previous Year Rs. 578.98 lacs). For further details, Note-Nos. 13,14 & 15 to the Accounts may be referred to.

14. CONSERVATION OF ENERGY

The Company's strategic initiative of setting up of 1.25MW windmill at Lambha, Gujarat has resulted in reduction in energy Cost and helped the Company gain self-sufficiency in its power requirement atUdhna.

15. RESEARCH AND DEVELOPMENT AND TECHNOLOGY ABSORPTION

The Company is giving thrust to continued improvement in the products, technology and operational efficiencies. Details of Research & Development efforts and activities undertaken during the year and technology absorption, in accordance with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, is annexed hereto and forms part of this Report.

16. PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 217 (2A) of the Companies Act 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, the names and other particulars of the employees forms part of this report as annexure. However, as permitted by section219 (1) (b) (iv) of the Companies Act, 1956 this Annual Report is being sent to all shareholders excluding the aforesaid information. Any member interested in obtaining such particulars may write to the Company Secretary at the Registered office of the Company.

17. ACKNOWLEDGEMENTS

Your Directors avail of this opportunity to express and place on record their appreciation for the assistance and co-operation extended by the shareholders, employees, customers, principals, agents, bankers, financial institutions, suppliers, distributors and other stakeholders to your Company.

For and on behalf of the Board of Directors

Sd/- NIRMALBHOGILAL CHAIRMAN & MANAGING DIRECTOR

Mumbai, 18th May, 2011


Mar 31, 2010

The Directors submit their 66th Annual Report together with the Audited Accounts for the year ended 31st March 2010.

1. FINANCIAL RESULTS

(Rs. in lakhs)

For the Year ended For the Year ended

31.03.2010 31.03.2009 31.032010 31.03.2009

Standalone Standalone Consolidated Consolidated

Gross Turnover (Including Indirect Sales) 21275.14 19812.50 31093.82 35666.20

Net Sales 9254.81 9753.02 19073.51 25606.74

Other lncome 392.44 363.78 677.15 1183.19

TOTAL INCOME 9647.25 10116.80 19750.65 26789.93

Profit before Interest, Depreciation

&Tax(PBIDT) 437.92 (164.86) 558.32 1626.58

Less: Interest 527.19 581.83 598.84 654.55

Less: Depreciation 183.39 200.05 650.94 607.93

PROFIT BEFORE TAX (PBT) AND

EXCEPTIONAL ITEMS (272.66) (946.74) (691.46) 364.10

Exceptional items:

a) Exchange Gains/(Loss) (135.94) (19.94) (135.94) (19.94)

b) Sale of Property Gains/(Loss) - 543.00 - 543.00 PROFIT BEFORE TAX (PBT) (408.60) (423.68) (827.40) 887.17 Fringe Benefit Tax - 28.00 - 28.00 Provision for Taxation: Current Tax - - (32.06) 425.84

DeferredTax - (145.06) - (145.06)

Tax Adjustments in respect of earlier years 3.39 31.47 3.39 31.47

PROFIT AFTER TAX (PAT) (411.99) (338.08) (798.72) 546.92

Less: Minority Interest - - (14.41) (7.84)

PROFIT AFTER MINORITY INTEREST (411.99) (338.08) (784.32) 554.75

Add/(Less): Balance as per last Balance Sheet 1392.24 1658.77 2765.48 2139.18 Add: Amount Transferred on amalgamation of Batliboi SPM Pvt. Ltd.

-Bafanceof Profit&Loss Accountason01-04-2007 - 61.64 - 61.64

-Profit after Tax for Financial Year 2007-08 - 9.91 - 9.91

Available Surplus/ (Deficit) 980.25 1392.24 1981.17 2765.48

Appropriations . . . .

Balance-arried to Balance Sheet 980.25 1392.24 1981.17 2765.48

2. PERFORMANCE & PROSPECTS:

For the first 9 months of the year under review the Companys performance was affected adversely by the continuing downturn in industrial production and manufacturing in the country. Therefore, the Company continued to have an operating

loss for the first 3 quarters. However, in tlr last quarter, with the improvement in industrial production in she country and the consequont improved demand of capital goods, the Companys performa. ice resulted in an operating profit in the fo Jrth quarter. Order inflow too improved in the fourth quarter wl ich augurs well for the Companys performance in 2010-11. as a resutof the downturn, the Company continued its efforts to, educe costs and this effort will bear fruit for the future also.

The standalone gross turnover including indirect sales improved by over 7%. Before other exceptional items including a non-cash exchange loss, the operating loss was Rs.272.6p lacs, which is an improvement over an operating loss of Rs.946.74 lacs for the previous year. On a post tax basis including the extraordinary expenditure, the loss was Rs.411.99 lacs as compared to a post tax loss of Rs. 338.08 lacs in the previous year which included the extraordinary item of gain on sale of assets in the previous year of Rs.543 lacs.

The foreign subsidiaries were adversely impacted by the recession in Europe and North America and therefore, on a consolidated basis the gross turnover went down by nearly 15% to Rs.310.93 crores resulting in an after tax loss of Rs.7.98 crores.

As mentioned above, the Company has a healthy order backlog and with the sustained growth in the countrys GDP, growth in industrial production and manufacturing resulting in an increased demand for capital goods, the Company expects substantial improvement in its performance during 2010-11. The Company has also reduced its costs of operations and with measures taken such as development and introduction of new products, the Company is confident of improving its market share and overall volumes.

3. PERFORMANCE OF SUBSIDIARIES:

Quickmill Inc.

Quickmill Inc. headquartered in Canada and engaged in the business of manufacturing large size gantry drilling machines, supplies mainly to the energy and component manufacturing sector. After a record 2008-09 performance, 2009-10 the year under review, has been a disappointment. The performance was adversely affected by the recession in North America and therefore, volumes reduced which resulted in an after tax loss as compared to a record profit of the previous year. With very strict control on costs and with the improvement in the markets, Quickmill expects a much improved performance in 2010-11.

AESA Air Engineering

AESA Air Engineering SA headquartered in France and with subsidiaries in China, Singapore and India, is engaged in the business of Air-conditioning and Filtration in textile, tobacco, chemical, non-woven and glass and fiber glass industries.

The textile sector internationally was severely affected which resulted in much reduced, capital expenditure, affecting the performance of AESA. AESA too had an aftertax loss. AESA management has reduced its operating costs as well as overheads and has focused on widening its global reach. With the improvement in the textile sector globally, the performance during the current year is expected to improve substantially.

4. DIVIDEND

In view of absence of profits during the year under review your Directors do not recommend any dividend for the Financial Year ended on 31.03.2010.

5. SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS

The Statement pursuant to section 212 of the Companies Act, 1956, containing details of the Companys Subsidiaries is attached.

The Consolidated Financial Statements of your Company and its subsidiaries prepared in accordance with "Accounting Standard -21" prescribed by the The Institute of Chartered Accountants of India, form part of the Annual Report and the Accounts.

In terms of approval granted by the Central Government under Section 212(8) of the Companies Act, 1956, copy of the Balance Sheet, Profit and Lost Account, Reports of the Board of Directors and Auditors of the subsidiaries have not been attached with the Balance Sheet of the Company. The annual accounts of these subsidiaries and the related detailed information will be made available to any Member of the Company/its subsidiaries seeking such information at any point of time and are also available for inspection by any Member of the Company/its subsidiaries at the Corporate Office of the Company. The annual accounts of the said subsidiaries will also be available for inspection, as above, at the head offices of the respective subsidiary companies.

6. FIXED DEPOSITS

The Company has not accepted any deposits from the public or employees during the year under review.

7. DIRECTORS

Mr. Nirmal Bhogilal and Mr. Ulrich Duden retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. Your Directors recommend their re-appointment.

Mr. SDS Mongia resigned from Directorship of the Company w.e.f. 30 July 2009.Your Directors place on record its appreciation of the services rendered by Mr. SDS Mongia during his tenure as Director of the Company.

Tenure of Mr. George Verghese as Executive Director of the Company came to an end on 31st December 2009 on his attaining, superannuation. He continues as Non Executive Director of the Company w.e.f. 1s January 2010.

8. CORPORATE GOVERNANCE

A report on the Corporate Governance along with a certificate from the Auditors of the Company regarding the compliance of conditions of Corporate Governance as also the Management Discussion and Analysis Report as stipulated under clause 49 of the Listing Agreement are given seperately in this Annual Report.

9. AUDITORS

M/s. V. Sankar Aiyar & Co. Chartered Accountants retire at the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

The Company has received the relevant Certificate u/s. 224(1) (B) of the Companies Act, 1956, from the said Auditors, indicating their availability.

10. AUDITORS REPORT

The qualification in the Auditors Report in regard to recognition of Deferred Tax Asset on account of unabsorbed Depreciation/ Loss under Income Tax Act has been suitably explained by the management in note 9 of schedule 17 (II) to the accounts.

11. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act 1956, the Directors, (based on the representations received from the Operating Management), confirm that :-

(a) in the preparation of the Annual Accounts, the applicable Accounting Standards had been followed and that there are no material departures;

(b) they have, in the selection of the accounting policies, consulted the Statutory Auditors and have 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 loss of the Company for that period;

(c) they have taken proper and sufficient care, to the best of their knowledge and ability, 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) they have prepared the annual accounts on a Going Concern basis.

12. FOREIGN EXCHANGE EARNINGS AND OUTGOINGS

During the year ended 31st March 2010, Foreign Exchange Earnings were Rs 588.60 (Previous Year Rs. 550.11 lacs) and the Foreign Exchange Outgo was Rs.578.98 (Previous Year Rs. 133.69 lacs). For further details, Note Nos. 14 & 15 to the Accounts may be referred to.

13. CONSERVATION OF ENERGY

A1.25 MW Windmill was commissioned on 26lh September 2005 at Lamba, Gujarat to generate power for captive consumption of Companys Manufacturing Unit at Udhna. This strategic initiative has resulted in reduction in energy cost and also helped the Company gain self-sufficiency in its electricity requirement.

14. RESEARCH AND DEVELOPMENT AND TECHNOLOGY ABSORPTION

Information in respect of Technology absorption in Form B to Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, is given in Annexure-I to the Report.

15. PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, the names and other particulars of the employees forms part of this report as annexure. However, as permitted by section 219 (1) (b) (iv) of the Companies Act, 1956, this Annual Report is being sent to all shareholders excluding the aforesaid information. Any member interested in obtaining such particulars may write to the Company Secretary at the Registered office of the Company.

16. ACKNOWLEDGEMENTS

Your Directors avail of this opportunity to express and place on record their heartfelt gratitude to the shareholders, employees, customers, principals, agents, bankers, financial institutions, suppliers, distributors and other stakeholders for their support to your Company.

For and on behalf of the Board of Directors

NIRMAL BHOGILAL CHAIRMAN & MANAGING DIRECTOR

Place :MUMBAI Dated; 8th May, 2010.

 
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