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Directors Report of Batliboi Ltd.

Mar 31, 2017

Dear Members,

The Directors take pleasure in presenting the 73rd Annual Report together with the Audited Accounts for the financial year ended 31st March , 2017.

1. FINANCIAL RESULTS

(Rs. in Lakhs)

Particulars

For the Year ended

31.03.2017

31.03.2016

31.03.2017

31.03.2016

Standalone

Standalone

Consolidated

Consolidated

Gross Turnover (Including Indirect Sales)

36,392.33

33,903.34

46,190.75

45,080.90

Total Income

10,675.88

10,380.60

20,660.23

21,791.49

PBDIT

(560.03)

(651.92)

(403.09)

(145.48)

Less: Finance Cost

515.81

725.54

801.45

875.39

Less: Depreciation

216.69

215.64

551.16

616.20

Profit/(Loss) Before Tax & Exceptional Items

(1,292.53)

(1,593.10)

(1,755.70)

(1,637.07)

Exceptional items: Income/(expenses)

593.95

1,629.61

593.95

1,629.61

PBT

(698.58)

36.51

(1,161.75)

(7.46)

Provision of Taxation : Current Tax

0

7.00

(25.30)

(30.59)

Deferred Tax

4.50

45.00

4.50

41.54

Mat credit available for set off

0

(7.00)

0

(7.00)

Tax adjustments in respect of earlier years

0

2.87

0

2.87

PAT

(703.08)

(11.36)

(1,140.95)

(14.28)

2. REVIEW OF OPERATIONS AND OUTLOOK

During the financial year 2016-17, turnover of the standalone company has increased by 3% and the sales downward trend of the last 3 years has been reversed.

Machine Tools sales increased by 12%, whereas Textile Division sales reduced by 3%. Machine Tools is in turnaround mode and has reduced its losses by Rs. 516 lakhs. Textile Engineering Division profits decreased by Rs. 210 Lakhs due to lower sales.

The cost reduction and quality improvement programs in Machine Tools have resulted in reversing the trend. The company has improved its sales performance in private sector.

Textile Engineering Group sales decreased due to lower demand of Spinning Machineries. The growth in knitting sector resulted in good orders in 2016-17 but due to longer deliveries sales postponed to 2017-18.

Our economy is looking up and with the government''s focus on ''Make in India'', infrastructure, defense equipment manufacturing etc. The demand for the capital goods will grow. Hence, the outlook for your company is promising.

3. DIVIDEND

In view of operating losses for the year, your Directors do not recommend any Dividend for the year ended 31st March, 2017.

4. TRANSFER TO RESERVES

The loss for the Year is Rs. (703.08) Lakhs. Loss of Rs. (703.08) Lakhs is debited to the Profit and Loss account.

5. SHARE CAPITAL

During the financial year 2016-17, there is no change in the Authorized, Issued, Subscribed and Paid-up share capital of the Company. As on 31st March, 2017, the Company is having Authorized share capital of Rs. 30,01,00,000 comprising of 4,61,70,400 Equity Shares of Rs. 5 each and 6,92,480 Preference shares of Rs. 100 each. The Issued, Subscribed and Paid-Up Share Capital of the Company as on 31st March, 2017 is Rs. 21,28,27,415. During the year under review, the Company has neither issued shares with differential rights as to dividend, voting or otherwise nor issued shares (including sweat equity shares) to the employees or Directors of the Company, under any Scheme.

6. SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS Subsidiary Companies

i) Quickmill Inc., Canada

Quickmill Inc. headquartered in Peterborough, Canada is engaged in manufacturing and sale of large size Gantry Drilling and Milling Machines. Its customers are mainly from Energy, Structural Steel & Job Shop manufacturing sectors.

The sales of Quickmill Inc. has reduced from CAD 8.5 million to CAD 6.7 million and the loss has increased from CAD 2,74,000 to CAD 4,80,000. The performance of the company is affected due to low oil prices and therefore less demand from Americas and Middle East markets for such machineries.

Quickmill has already shown sign of improvement in 4th quarter of 2016-17. The change in policies in USA towards more local manufacturing and focus on oil & gas sector augurs well for the prospect of Quickmill in 2017-18.

ii) AESA Air Engineering, France

AESA SA is head quartered in France with subsidiaries in China, Singapore and India. It is engaged in the business of Air Conditioning and filtration in textile, tobacco, non woven and glass industries.

The sales of French subsidiary, AESA has reduced by 4%, from Euro 9.8 million in 2015-16 to Euro 9.4 million in the current year. The profitability has reduced from Euro 2,09,000 to Euro 59,500.

AESA begins 2017-18 with healthy orders backlog with focus on new market and with restructuring of AESA India. The company expects improved performance in 2017 - 18.

During the financial year 2016 - 17, no company has become or ceased to be subsidiary of the company and no material change in the nature of the business of the existing subsidiaries has taken place.

Consolidated Financial Statements

The Consolidated Financial Statements of the Company with its Subsidiaries forms part of the Annual Report and the Accounts in accordance with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Companies Act, 2013 and applicable Accounting Standards prescribed by The Institute of Chartered Accountants of India.

The Board of Directors of the Company reviewed the affairs of subsidiaries of the Company. In accordance with Section 129(3) of the Companies Act, 2013, the Company has prepared consolidated financial statements of the Company and all its subsidiaries, which form part of the Annual Report. Further a statement containing salient features of the financial statements of the Company''s subsidiaries is given in Form No. AOC-1 at the end of this Report. The Company will make available the accounts of subsidiaries to any member of the Company on request.

7. DIRECTORS AND KEY MANAGERIAL PERSONNEL

i) Re-appointment of Mr. Nirmal Bhogilal

As per the provisions of Companies Act, 2013, Mr. Nirmal Bhogilal, Chairman & Whole Time Director will retire at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. Your Directors recommends his re-appointment.

ii) Resignation of Mr. Ulrich Duden

Mr. Ulrich Duden, Non-Executive Independent Director has resigned from Directorship of the Company with effect from 25.10.2016 due to his pre-occupancy with other commitments.

iii) Company Secretary (Key Managerial Personnel)

Mrs. Sarika Singh appointed as Company Secretary & Compliance Officer with effect from 25.10.2016 in place of Ms. Namita Thakur who resigned from the post of Company Secretary & Compliance Officer with effect from 31.08.2016.

8. INDEPENDENT DIRECTORS DECLARATION

The Independent Directors have submitted the Declaration of Independence, as required pursuant to Section 149 of the Companies Act, 2013 and provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 stating that they meet the criteria of independence as provided therein and also none of the Directors of the Company are disqualified under Section 164(2) of the Companies Act, 2013.

9. BOARD EVALUATION

In compliance with the Companies Act, 2013 and Securities and Exchange Board of India (SEBI) (Listing Obligations and Disclosure Requirements) Regulations, 2015 (LODR), the annual performance evaluation of the Non-Independent Directors, Chairman and the Board as a whole (including its Committees) was carried out in the separate meeting of Independent Directors.

Independent Directors, in their separate meeting, held on 14th March, 2017 reviewed performance of the Non Independent Directors, Chairman and Board as a whole including committees, the same was shared with the Board on its meeting held on 16th May, 2017. All the directors present participated in the discussion & suggested areas of improvement/changes. Assessment of Independent directors was shared with the Chairman of the Board, who had one to one feedback session with them. Independent Directors, in their separate meeting, also reviewed the performance of the Chairman after taking into account the views of all the Directors.

The Nomination and Remuneration Committee reviewed the results of the annual performance evaluation of Independent Directors in its Meeting held on 16th May, 2017 and expressed overall satisfaction on the performance of the Independent Directors, Non-Independent Directors, Chairman and the Board as a whole (including its Committees).

10. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

The familiarization programme seeks to update the Directors on the roles, responsibilities, rights and duties under the Act and other statutes.

The policy on Company''s familiarization programme for Independent Directors is posted on the Company''s website www.batliboi.com.

11. NOMINATION AND REMUNERATION POLICY

The Nomination and Remuneration Policy of the Company was revised on 30th January, 2016 in line with Part D of Schedule II of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Nomination and Remuneration policy is posted on the Company''s website www.batliboi.com. The more details about the Nomination and Remuneration policy is provided in corporate governance report.

12. NUMBER OF MEETINGS OF THE BOARD

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

During the year, four (4) Board Meetings and four (4) Audit Committee Meetings were held. The details of which are given in Corporate Governance Report that forms part of this Annual Report.

13. CORPORATE GOVERNANCE

In terms of Securities and Exchange Board of India (SEBI) (Listing Obligations and Disclosure Requirements) Regulations, 2015 (LODR), a Report on Corporate Governance along with Compliance Certificate issued by Statutory Auditor of the Company forms integral part of this Report.

14. EMPLOYEE STOCK OPTION PLAN

The Company has implemented Employees Stock Option Plan (ESOP) with a view to encourage, reward and retain the employees and to give them an opportunity to participate in the growth of the Company in accordance with SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 [applicable till October 27, 2014] and SEBI (Share Based Employee Benefits) Regulations, 2014 [applicable from October 28, 2014] duly approved by the Members at their Extra - Ordinary General Meeting held on 13th December, 2011.During the year 2016-17, 1,30,000 Options were lapsed, which has been added back to the available bank and the same will be used for issue of options.

The disclosures as required under Regulation 14 of SEBI (Share Based Employee Benefits) Regulations, 2014 and Section 62(1) (b) of the Companies Act, 2013 read with Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014 are set out in ''Annexure A'' to this Report.

A Certificate from the Statutory Auditors of the Company as required under Regulation 13 of SEBI (Share Based Employee Benefits) Regulations, 2014 shall be placed at the ensuing Annual General Meeting for inspection by the Members.

15. FIXED DEPOSITS

The Company has not accepted any deposits from the public/members under Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014 during the year.

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

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

17. 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 and in compliance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. There are no materially significant related party transactions between the Company and the Promoters, Directors, Key Managerial Personnel, Subsidiaries, relatives or other designated persons, which may have a potential conflict with the interest of the Company at large. Accordingly, particulars of contracts or arrangements with related parties referred to in Section 188(1) along with the justification for entering into such contract or arrangement in form AOC-2 in terms of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 is not applicable to the Company.

All Related Party Transactions were placed before the Audit Committee and have been approved by the Board. Omnibus approval is obtained for the transactions that are foreseen and repetitive in nature.

Your Company has formulated a policy on related party transactions, which is also available on Company''s website www.batliboi.com.

18. AUDIT COMMITTEE COMPOSITION

The details pertaining to composition of Audit Committee are included in Corporate Governance report, which form part of this Report.

19. VIGIL MECHANISM / WHISTLE BLOWER POLICY

In accordance with the provisions of Section 177(9) of the Companies Act, 2013, read with Rule 7 of the Companies (Meeting of the Board and its Powers) Rules, 2014 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has adopted vigil mechanism policy in place to enable the Directors and employees to have direct access to the Chairman / 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 at www.batliboi.com

20. HUMAN RESOURCE

The total numbers of employees in the Company were 366 as on 31st March, 2017. Technical training for manufacturing personnel was conducted at the Company''s manufacturing unit at Udhna. Topics including Lean Manufacturing, 7 QC Tools, Metal Cutting Tools, Welding Technology, Kaizen, ISO 9001 awareness, First Aid & Safety awareness, Communication Skills, were covered during the sessions. Productivity & Process Improvement initiatives continued at the manufacturing units.

During the year under review, industrial relations in the factory were cordial and pro-active and all employees and the Union 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 operations. The same is reviewed by the Board from time to time and appropriate actions are taken as directed.

21. CORPORATE SOCIAL RESPONSIBILITIES (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.

22. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report as required under Companies Act, 2013, Regulation 34(2)(e) read with Schedule V of Securities and Exchange Board of India (SEBI) (Listing Obligations and Disclosure Requirements) Regulations, 2015 (LODR) is given in this Annual Report for the year under review.

23. AUDITORS Statutory Auditors and Statutory Audit Report

The tenure of Statutory Auditors M/s. V. Sankar Aiyar & Co., Chartered Accountants expires at the ensuing Annual General Meeting. As per the recommendation of the Audit Committee and the Board of Directors, M/s. Mukund M. Chitale & Co. Chartered Accountants, Mumbai (ICAI) Firm Registration No. 106655W are proposed to be appointed as Statutory Auditors of the Company in place of M/s. V. Sankar Aiyar & Co., Chartered Accountant (ICAI) Firm Regn. No 109208W subject to approval of shareholders. M/s. Mukund M. Chitale & Co., have confirmed their eligibility under Section 139 and 141 of the Companies Act, 2013 and the rules framed there under for appointment as Auditors of the Company. As required under the Securities and Exchange Board of India (SEBI) (Listing Obligations and Disclosure Requirements) Regulations, 2015 (LODR), the Auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

The Statutory Auditors M/s. V. Sankar Aiyar & Co., Chartered Accountants have issued their reports on Standalone & Consolidated Financial Statements for the financial year 2016-17.

No frauds have been reported by the Statutory Auditors during the financial year 2016-17 pursuant to the provisions of Section 143(12) of the Companies Act, 2013.

The Auditor has commented on the payment of the remuneration in excess of the ceiling under Schedule V of the Companies Act, 2013 up to September 12, 2016 but the Company had applied to the Central Government for payment/waiver of excess remuneration. The approval for the same is awaited.

Cost Auditors and Cost Audit Report

In accordance with the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, the Board has, on the recommendation of the Audit Committee, appointed M/s. Talati & Associates, Cost Accountants at a remuneration of Rs. 50,000/- (Rupees Fifty Thousand Only) plus service tax as applicable and reimbursement of out of pocket expenses as may be incurred for conducting the Cost Audit for the financial year 2017-18. Prof. V. J Talati is having Fellow Membership no. 2203. Their Firm Registration No. 00213.

In terms of the provisions of Section 148(3) of the Companies Act, 2013 read with Rule 14(a)(ii) of the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditor is required to be ratified by the Members of the Company. Accordingly, a resolution seeking Members'' ratification for the remuneration payable to the Cost Auditor forms part of the Notice convening the ensuing Annual General Meeting.

The Company has filed the Cost Audit Report for the financial year ended 31st March, 2016 submitted by M/s. Talati & Associates, Cost Accountants on 5th October, 2016. The Cost Audit Report for the financial year ended 31st March, 2017 will be filed in due course.

Secretarial Auditors and Secretarial Audit Report

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, Practicing Company Secretaries as Secretarial Auditors of the Company for the financial year 2017-18.

The Secretarial Audit Report for the FY 2016-17 contains observation for the payment of remuneration to the new Managing Director appointed with effect from February 1, 2016, in excess of the ceiling under schedule V of the Act up to September 12, 2016, but the Company has applied to the Central Government for payment/waiver of excess remuneration approval for the same is awaited. There is no other reservation, adverse remark or disclaimer. The Secretarial Audit Report has been given in the Annexure ''B'' to this Report.

Internal Auditors and Internal Audit Report

In accordance with the provisions of Section 138(1) of the Companies Act, 2013, the Company has appointed M/s. Aneja Associates, Chartered Accountants as Internal Auditor of the Company for the Financial Year 2017 - 18. The Audit Committee reviews the findings made by the Internal Auditors in their Report on quarterly basis and makes necessary recommendations to the management.

24. TRANSFER TO INVESTOR EDUCATION & PROTECTION FUND

In terms of the erstwhile provisions of Section 205C of the Companies Act, 1956, the Company had transferred Unpaid or Unclaimed dividend and interest thereon which remained unclaimed or unpaid for a period of 7 years from the date it become due for payment to the Investors Education & Protection Fund (IEPF) established by the Central Government. The list of Unclaimed Dividend transferred to IEPF is uploaded on Company''s website at www.batliboi.com. As on 31st March, 2017, the Company do not have any unpaid dividend due to be transferred to Investor Education and Protection Fund.

Thus, any claimant of dividend transferred above shall be entitled to claim the dividend from Investor Education and Protection Fund (IEPF) in accordance with such rules, procedure and submission of documents as prescribed by the Central Government in this regard.

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

The information on conservation of energy, technology, absorption and foreign exchange earnings and outgo as stipulated in Section 134(3) (m) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 are given in the ''Annexure C'' forming part of this Report.

26. LISTING

Presently, 2,87,15,883 Equity Shares are listed on BSE Limited, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400 001 (Scrip Code: 522004) and the Company has paid the Annual listing fees for the financial year 2017-18.

Further, the Company has obtained Listing and trading approval for 16,80,000 Equity Shares of Rs. 5/- each issued and allotted by the Board of directors of the Company at their meeting held on 21.04.2009 pursuant to the Scheme of Amalgamation between Batliboi SPM Pvt. Ltd.(''''Transferor Company'''') and Batliboi Ltd. ("Transferee Company''''). The Company has also obtained Listing and trading approval for 33,333 Equity Shares of Rs. 5/each fully paid up issued and allotted pursuant to exercise of options granted under the ESOP in the Board meeting held on 27th January, 2015.

27. SAFETY AUDIT

As per the Company''s practice, safety audit is conducted once in two years. Accordingly, Safety Audit was conducted on 2nd & 3rd May, 2017 by an Independent Consultant, Mr. Yogesh Nanavati.

28. DISCLOSURE ON SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company is an equal opportunity employer and consciously strives to build a work culture that promotes dignity of all employees. As required under the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressel) Act, 2013, and Rules framed there under, the Company has implemented a policy on prevention, prohibition and redressel of Sexual harassment of Women at workplace. All employees (permanent, contractual, temporary, trainees) are covered under this policy. Accordingly, an Internal Complaint Committee has been formed and the policy on ''Anti-Sexual Harassment'' is posted on the website of the Company at www.batliboi.com.

Matters handled by Internal Complaint Committee during the year 2016-17, 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: NIL

29. EXTRACT OF ANNUAL RETURN

The Extract of Annual Return as provided under Section 92(3) of the Companies Act, 2013 and as prescribed in Form No. MGT-9 of the Companies (Management and Administration) Rules, 2014, is appended as ''Annexure D'' to this Report.

30. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There have been no significant and material orders passed by the regulators or courts or tribunals affecting the going concern status and the Company''s operations in future.

31. PARTICULARS OF EMPLOYEES

Information pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, in respect of the employees of the Company are annexed to this report as ''Annexure E''.

In terms of provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, none of the employees are in receipt of remuneration in excess of the limits set out in the said Rules.

32. INTERNAL FINANCIAL CONTROL

The Audit Committee has established and maintained an effective Internal Control over financial reporting. Standard operating practices have been laid down and are being followed. The criterion is also being audited and management has taken effective steps to ensure adequate control over financial reporting.

33. RISK MANAGEMENT

Your Company recognizes that risk is an integral part of business and is committed to managing the risks in a proactive and efficient manner. In line with corporate best practices, your Company assesses the risks in the internal and external environment which will monitor, evaluate and execute all mitigation actions in this regards and takes all measures necessary to effectively deal with incidences of risk. Adequate risk management framework capable of addressing the risks is in place.

34. MATERIAL CHANGES AND COMMITMENTS DURING THE YEAR

During the year, the Company has concluded the process of sale of its industrial land situated at Plot no. 24, Veerasandra Industrial Area in Survey Nos. 32 and 33 (Pt.) of Veerasandra Village, Attibele, Hobli, Anekal Taluka, Bangalore District. The transaction was not a related party transaction and the buyer was not related to the Promoter / Promoter group / Key Managerial Personnel.

35. 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) of the Companies Act, 2013:-

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

b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for year ended 31st March, 2017;

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, 2013 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;

e) that proper internal financial controls were in place and that such internal financial controls were adequate and were operating effectively;

f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating efficiently.

36. 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 in India and in countries in which the Company conducts business, litigation, industrial relations and other incidental factors.

37. ACKNOWLEDGEMENTS

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

For and on behalf of the Board of Directors

Nirmal Bhogilal Vivek Sharma

Place: Mumbai Chairman Managing Director

Date: 16th May, 2017 (DIN No. 00173168) (DIN No. 01541498)


Mar 31, 2016

Dear Members,

The Directors take pleasure in presenting the Seventy-Second Annual Report together with the Audited Accounts for the financial year ended 31st March, 2016.

1. FINANCIAL RESULTS

(Rs. in Lacs)

Particulars

For the Year ended

31.03.2016

31.03.2015

31.03.2016

31.03.2015

Standalone

Standalone

Consolidated

Consolidated

Gross Turnover (Including Indirect Sales)

33,903.34

36,076.25

45,080.90

50,492.81

Total Income

10,380.60

12,283.87

21,791.49

26,851.76

PBDIT

(651.92)

(21.96)

(145.48)

50.21

Less: Finance Cost

725.54

605.91

875.39

776.99

Less: Depreciation

215.64

241.64

616.20

671.77

Profit/(Loss) Before Tax & Exceptional Items

(1,593.10)

(869.51)

(1,637.07)

(1,398.55)

Exceptional items: Income/(Expenses)

1,629.61

-

1,629.61

-

PBT

36.51

(869.51)

(7.46)

(1,398.55)

Provision for Taxation : Current Tax

7.00

-

(30.59)

(52.87)

Deferred Tax

45.00

(146.00)

41.54

(146.00)

Mat credit available for set off

(7.00)

-

(7.00)

-

Tax adjustments in respect of earlier years

2.87

1.96

2.87

1.96

PAT

(11.36)

(725.47)

(14.28)

(1,201.64)

2. DIVIDEND

In view of operating losses for the year, your Directors do not recommend any Dividend for the year ended 31st March, 2016.

3. TRANSFERTO RESERVES

The loss for the Year is Rs.11.36 Lacs. Loss of Rs.11.36 Lacs is debited to the Profit and Loss account.

4. SHARE CAPITAL

The Paid up Equity Share Capital as on 31st March, 2016 was Rs.1,435.79 Lacs. During the year under review, the Company has neither issued shares with differential rights as to dividend, voting or otherwise nor issued shares (including sweat equity shares) to the employees or Directors of the Company, under any Scheme.

5. REVIEW OF OPERATIONS AND OUTLOOK

During the financial year 2015-16, the turnover of the Textile Engineering Group declined marginally. However, due to the larger under performance of the Machine Group, owing to lower demand and sluggish market conditions, the performance of the Company got adversely affected. As a result, the turnover for the year has declined from Rs.12,151.66 Lacs to Rs.10,222.86 Lacs and the gross value of the total turnover handled declined from Rs.36,076.25 Lacs to Rs.33,903.34 Lacs.

Though, the turnover of French Subsidiary, AESA Air Engineering is lower by 38%, as compared to previous year, the profit increased to Rs.184.42 Lacs as compared to previous year loss of Rs.37.77 Lacs.

The performance of Quickmill Inc., the Canadian subsidiary was 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. ‘Make in India’ initiative will contribute to this increase in demand for machine tools. 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 2016-17.

The Company is confident of its future prospects.

6. SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS SUBSIDIARY COMPANIES

As on 31st March, 2016, the Company has following Subsidiaries:

i) Quickmill Inc., Canada

Quickmill Inc. headquartered in Peterborough, Canada is engaged in manufacturing and sale of large size Gantry Drilling and Milling Machines. Its customers are mainly from Energy, Structural Steel & Job Shop manufacturing sectors.

The performance of Quickmill in 2015-16 was well below the predicted budget for the year. With the continued slump in the oil and gas sector, large machines sales were still slow to recover in all markets.

Quickmill expects to achieve better performance in financial year 2016-17.

ii) AESA Air Engineering, France

AESA SA is headquartered in France with subsidiaries in China, Singapore and India. It is engaged in the business of Air Conditioning and filtration in textile, tobacco, non woven and glass industries.

AESA SA performed better in financial year 2015-16 as compared to financial year 2014-15. The pressure on margins in the business remains intense. With the current Company structure at the offices situated in France, China, Singapore and India, Representative offices in Turkey and Indonesia, the Company can execute contracts efficiently.

CONSOLIDATED FINANCIAL STATEMENTS

As per the Securities and Exchange Board of India (SEBI) (Listing Obligations and Disclosure Requirements) Regulations, 2015 (LODR), Companies Act, 2013 and applicable Accounting Standards prescribed by The Institute of Chartered Accountants of India, the Consolidated Financial Statements of the Company with its Subsidiaries forms part of the Annual Report and the Accounts.

The Ministry of Corporate Affairs had issued a General Circular No. 51/12/2007-CL-III dated 8th February, 2011 granting exemption to the Companies under Section 212 under the Companies Act, 1956. (Corresponding to Section 129 of the Companies Act, 2013). Hence, the Balance Sheet, Statement of Profit & Loss Account, Report of Board of Directors’ and Auditors’ together with the Notes and Schedules thereon 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 specified above at the head offices of the respective Subsidiaries.

A statement containing salient features of the financial statement of each of the subsidiaries included in the Consolidated Financial Statements is given in Form No. AOC-1 at the end of the Annual Report.

7. DIRECTORS AND KEY MANAGERIAL PERSONNEL

i) Re-appointment of Mrs. Sheela Bhogilal (DIN. No. 00173197)

As per the provisions of Companies Act, 2013, Mrs. Sheela Bhogilal (DIN No. 00173197), Director will retire at the ensuing Annual General Meeting and being eligible, offers herself for re-appointment. Your Directors recommends her re-appointment.

ii) Appointment of Mr. Vivek Sharma (Director) (DIN No. 01541498) and Change in designation (Key Managerial Personnel)

During the year under review, the Board of Directors at its Meeting held on 30th January, 2016 appointed Mr. Vivek Sharma (DIN No. 01541498) as an Additional Director of the Company with effect from 1st February, 2016 under Section 161 of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014, to hold office upto the ensuing Annual General Meeting of the Company.

Further as per the recommendation of Nomination and Remuneration Committee at its Meeting held on 30th January, 2016, the Board of Directors at its Meeting held on 30th January, 2016 approved appointment of Mr. Vivek Sharma, Additional Director, as a Managing Director of the Company for a term of 5 (five) years from 1st February, 2016 to 31st January, 2021 subject to the approval of Members at the ensuing Annual General Meeting of the Company.

The brief resume and other details as required under the Securities and Exchange Board of India (SEBI) (Listing Obligations and Disclosure Requirements) Regulations, 2015 (LODR) and Secretarial Standard - 2 issued by the Institute of Company Secretaries of India are provided in the Notice of the ensuing Annual General Meeting.

Your Directors recommends regularizing appointment of Mr. Vivek Sharma, as a Director of the Company and thereby approving his appointment as a Managing Director of the Company for a term of 5 (five) years from 1st February, 2016 to 31st January, 2021.

iii) Change in Designation of Mr. Nirmal Bhogilal (Key Managerial Personnel) (DIN No. 00173168)

As per the recommendation of Nomination and Remuneration Committee at its Meeting held on 30th January, 2016, the Board of Directors at its Meeting held on 30th January, 2016 approved change in designation of Mr. Nirmal Bhogilal (DIN No. 00173168) from Chairman and Managing Director to Executive Chairman (Whole-Time Director) of the Company for a term of 5 (five) years, from 1st February, 2016 to 31st January, 2021 subject to the approval of members at the ensuing Annual General Meeting.

The brief resume and other details as required under the Securities and Exchange Board of India (SEBI) (Listing Obligations and Disclosure Requirements) Regulations, 2015 (LODR) and Secretarial Standard - 2 issued by the Institute of Company Secretaries of India are provided in the Notice of the ensuing Annual General Meeting.

Your Directors recommends the abovementioned change in designation of Mr. Nirmal Bhogilal.

iv) Change in Designation of Mr. GeorgeVerghese (DIN No. 00173251)

As per the provisions of Companies Act, 2013 read with applicable Rules,your Directors recommend change in designation of Mr. George Verghese (DIN No. 00173251) from Non-Executive Non-Independent

Director to Non-Executive Independent Director of the Company for a term of (5) five consecutive years with effect from 9th August, 2016 subject to the approval of members at the ensuing Annual General Meeting. Mr. George Verghese, if appointed as an Independent Director shall not be liable to retire by rotation. Resolution proposing appointment of Mr. George Verghese, as an Independent Director forms part of the Notice of ensuing Annual General Meeting.

The brief resume and other details as required under the Securities and Exchange Board of India (SEBI) (Listing Obligations and Disclosure Requirements) Regulations, 2015 (LODR) and Secretarial Standard - 2 issued by the Institute of Company Secretaries of India are provided in the Notice of the ensuing Annual General Meeting.

v) Company Secretary (Key Managerial Personnel)

During the year under review, following changes took place:

S. No.

Name of Company Secretary

Date of Appointment

Date of Resignation

1.

Mrs. Puneet Kapur

16.05.2014

03.07.2015

2.

Mr. Anand Sharma

29.07.2015

31.10.2015

3.

Ms. Namita Thakur*

02.11.2015

-

*During the year under review, Ms. Namita Thakur was appointed as the Company Secretary & Compliance Officer of the Company by the Board of Directors at its meeting held on 2nd November, 2015.

8. INDEPENDENT DIRECTORS DECLARATION

The Independent Directors have submitted the Declaration of Independence, as required pursuant to Section 149 of the Companies Act, 2013 and provisions of the Securities and Exchange Board of India (SEBI) (Listing Obligations and Disclosure Requirements) Regulations, 2015 (LODR) stating that they meet the criteria of independence as provided therein and also none of the Directors of the Company are disqualified under Section 164(2) of the Companies Act, 2013.

9. EMPLOYEE STOCK OPTION SCHEME

The Company has implemented Employees Stock Option Plan (ESOP) with a view to encourage the employees to reward and retain the employees and to give them an opportunity to participate in the growth of the Company in accordance with SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 [applicable till October 27, 2014] and SEBI (Share Based Employee Benefits) Regulations, 2014 [applicable from October 28, 2014] duly approved by the Members at their Extra Ordinary General Meeting held on December, 2011. During the year 2015-16, pursuance to the Resolutions passed at the Nomination and Remuneration Committee Meeting held on 12th August, 2015 and 30th January, 2016, the Company has granted 2,50,000 options to the eligible employees in accordance with the ESOP Scheme of the Company at a price of Rs.15.75 per share, details of which are mentioned in the Corporate Governance Report. During the year, 35,000 Options lapsed which are added back to the available bank and the same will be used for re-issue of options.

The disclosures as required under Regulation 14 of SEBI (Share Based Employee Benefits) Regulations, 2014 and Section 62(1) (b) of the Companies Act, 2013 read with Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014 are set out in ‘Annexure A’ to this Report.

A Certificate from the Statutory Auditors of the Company as required under Regulation 13 of SEBI (Share Based Employee Benefits) Regulations, 2014 shall be placed at the ensuing Annual General Meeting for inspection by the Members.

10. FIXED DEPOSITS

The Company has not accepted any deposits from the public/members under Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014 during the year.

11. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

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

12. RELATED PARTYTRANSACTIONS

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 and are in compliance with the applicable provisions of the Companies Act, 2013 and the Securities and Exchange Board of India (SEBI) (Listing Obligations and Disclosure Requirements) Regulations, 2015 (LODR). There are no materially significant related party transactions between the Company and the Promoters, Directors, Key Managerial Personnel, Subsidiaries, relatives or other designated persons which may have a potential conflict with the interest of the Company at large. Accordingly, particulars of contracts or arrangements with related parties referred to in Section 188(1) along with the justification for entering into such contract or arrangement in form AOC-2 in terms of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 is not applicable to the Company.

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

Your Company has formulated a policy on related party transactions which is also available on Company’s website.

Weblink: http://www.batliboi.com/uploadedfiles/Related-party-transactions.pdf

13. VIGIL MECHANISM /WHISTLE BLOWER POLICY

In accordance with the provisions of Section 177(9) of the Companies Act, 2013, read with Rule 7 of the Companies (Meeting of the Board and its Powers) Rules, 2014 and Regulation 22 of Securities and Exchange Board of India (SEBI) (Listing Obligations and Disclosure Requirements) Regulations, 2015 (LODR) (erstwhile as per the Listing Agreement) the Company has adopted vigil mechanism policy in place to enable the Directors and employees to have direct access to the Chairman / 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 at the weblink:

http://www.batliboi.com/for-investors/codes-policies/vigil-mechanism-whistle-blower-policy.aspx

14. HUMAN RESOURCE

The total number of employees in the Company were 382 as on 31st March, 2016. Technical training for manufacturing personnel was conducted at the Company''s manufacturing unit at Udhna. Topics including Lean Manufacturing, 7 QC Tools, Metal Cutting Tools, Welding Technology, Kaizen, ISO 9001 awareness, First Aid & Safety awareness, Communication skills were covered during the sessions. Productivity & Process Improvement initiatives continued at the manufacturing units.

During the year under review, industrial relations in the factory were cordial and pro-active and all employees and the Union 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 directed.

The Company arrange for a Health Camp for all employees at Udhna through Tristar Hospital, Surat.

15. 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.

16. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report as required under Companies Act, 2013, Regulation 34(2)(e) read with Schedule V of Securities and Exchange Board of India (SEBI) (Listing Obligations and Disclosure Requirements) Regulations, 2015 (LODR) is given in this Annual Report for the year under review.

17. BOARD EVALUATION

In compliance with the Companies Act, 2013 and Securities and Exchange Board of India (SEBI) (Listing Obligations and Disclosure Requirements) Regulations, 2015 (LODR), the Board has carried out the annual performance of its own performance, Directors individually and it’s Committees (“Performance Evaluation”).

More details on the same are given in the Corporate Governance Report.

18. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

The familiarization programme seeks to update the Directors on the roles, responsibilities, rights and duties under the Act and other statutes.

The policy on Company’s familiarization programme for Independent Directors is posted on the Company’s website.

Weblink:http://www.batliboi.com/uploadedfiles/familiarisation-programmes-ind-directors.pdf

19. NOMINATION AND REMUNERATION POLICY

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

20. MEETINGS

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

During the year four (4) Board Meetings and four (4) Audit Committee Meetings were convened and held. The details of which are given in Corporate Governance Report that forms part of this Annual Report. The intervening gap between the Meetings was within the prescribed period under the Companies Act, 2013 and the Securities and Exchange Board of India (SEBI) (Listing Obligations and Disclosure Requirements) Regulations, 2015 (LODR).

21. CORPORATE GOVERNANCE

In terms of Securities and Exchange Board of India (SEBI) (Listing Obligations and Disclosure Requirements) Regulations, 2015 (LODR), a Report on Corporate Governance along with Compliance Certificate issued by Statutory Auditor’s of the Company forms integral part of this Report.

22. AUDITORS’ ANDTHEIR REPORT

The Statutory Auditors Messrs V. Sankar Aiyar & Co., Chartered Accountants, hold office up to the conclusion of the ensuing Annual General Meeting and being eligible, offers themselves for re-appointment. They have confirmed their eligibility under Section 141 of the Act, and the rules framed there under for re-appointment as Auditors of the Company. As required under the Securities and Exchange Board of India (SEBI) (Listing Obligations and Disclosure Requirements) Regulations, 2015 (LODR), the Auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

The Statutory Auditors Messrs V. Sankar Aiyar & Co., Chartered Accountants have issued their reports on Standalone & Consolidated Financial Statements for the financial year ended 2015-16.

The Auditors have commented on the payment of remuneration to Managing Director prior to the receipt of approval from the Central Government.

The Board proposes to appoint Mr. Vivek Sharma as Managing Director in the forthcoming Annual General Meeting of the Company and shall make necessary application to Central Government. Subsequently, it is expected that the necessary approval would be in place during the year.

23. 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 Messrs V.J.Talati & Co., Cost Auditors to audit the cost accounts of the Company for the financial year 2015-16. As required under the Act, the remuneration payable to the Cost Auditor is required to be placed before the Members in the General Meeting for their ratification. Accordingly, a Resolution for seeking Members ratification for the remuneration payable to Messrs V.J.Talati & Co., Cost Auditors is included in the Notice convening the Annual General Meeting.

24. SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Messrs Ashish Bhatt & Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Secretarial Audit Report has been given in the ‘Annexure B’ to this Report.

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

(ii) they have, in the selection of such 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 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;

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

(v) that proper internal financial controls were in place and that such internal financial controls were adequate and were operating effectively;

(vi) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating efficiently.

26. TRANSFER TO INVESTOR EDUCATION & PROTECTION FUND UNCLAIMED DIVIDEND

In terms of the erstwhile provisions of Section 205C of the Companies Act, 1956, the Company is required to transfer any Unpaid or Unclaimed dividend and interest thereon (which remains unclaimed or unpaid for a period of 7 years from the date they become due for payment) to the Investors Education & Protection Fund established by the Central Government.

The Company has, during the year under review, in compliance with the provisions of erstwhile Section 205C of the Companies Act, 1956 deposited the unclaimed & unpaid Dividend amount of Rs.3,16,085/- (Rupees Three Lacs Sixteen Thousand and Eighty Five Only) to Investor Education and Protection Fund (IEPF) for the dividend declared for the financial year 2007-08 which remained unclaimed by the Members of the Company for a period exceeding 7 years from its due date of payment. Thus, any claimant of dividend transferred above shall be entitled to claim the dividend from Investor Education and Protection Fund (IEPF) in accordance with such rules, procedure and submission of documents as may be prescribed by the Central Government in this regard.

27. CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORBTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology, absorption and foreign exchange earnings and outgo as stipulated in Section 134(3) (m) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 are given in the ‘Annexure C’ forming part of this Report.

28. LISTING

The Company’s 2,70,02,550 Equity Shares are presently listed on BSE Limited, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400 001 (Scrip Code: 522004) and the Company has paid the Annual listing fees for the financial year 2016-17.

Further, the Company is in process of Listing 16,80,000 Equity Shares of Rs.5/- each pursuant to the Scheme of Amalgamation between Batliboi SPM Pvt. Ltd.(“Transferor Company”) and Batliboi Ltd. (“Transferee Company”) issued and allotted by the Board of directors of the Company at their meeting held on 21st April, 2009 in accordance with provisions of Companies Act, 1956 and listing of 33,333 Equity Shares of Rs.5/- each fully paid up issued and allotted pursuant to exercise of options granted under the ESOP Scheme in accordance with the Companies Act, 2013 by the Board of Directors at its Meeting held on 27th January, 2015.

29. LISTING AGREEMENT

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

30. SAFETY AUDIT

As per the Company’s practice, safety audit is conducted once in two years. Accordingly, next Safety Audit will be conducted on or before 31st December, 2016 by an Independent Consultant.

31. DISCLOSURE ON SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company is an equal opportunity employer and consciously strives to build a work culture that promotes dignity of all employees. As required under the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressel) Act, 2013, and Rules framed there under, the Company has implemented a policy on prevention, prohibition and redressel of Sexual harassment of Women at workplace. All employees (permanent, contractual, temporary, trainees) are covered under this policy. Accordingly, an Internal Complaint Committee has been formed and the policy on ‘Anti-Sexual Harassment’ is also posted on the website of the Company at Weblink http://www.batliboi.com/for-investors/codes-policies/anti-sexual-harassment-policy.aspx

Matters handled by Internal Complaint Committee during the year 2015-16, 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: Nil

32. EXTRACT OF ANNUAL RETURN

The Extract of Annual Return as provided under Section 92(3) of the Companies Act, 2013 and as prescribed in Form No. MGT-9 of the Companies (Management and Administration) Rules, 2014, has been given as ‘Annexure D’ to this Report.

33. SIGNIFICANT AND MATERIAL ORDERS PASSED BYTHE REGULATORS OR COURTS

There have been no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and the Company’s operations in future.

At the beginning of the year, the Company was non-compliant to the Clause 40(a) of Listing Agreement. However, during the year, Company has complied with the requirements of Clause 40(a) of listing agreement as governed by the SEBI Order no. WTM/PS/71/CFD/OCT/2015 dated 19.10.2015. Further there were no strictures or penalties which has been imposed on the Company by the Stock Exchange or the board or any statutory authority, on any matter related to Capital Market.

34. PARTICULARS OF EMPLOYEES

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, in respect of the employees of the Company has been given as ‘Annexure E’ to this report.

In terms of provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of employees drawing remuneration in excess of the limits set out in the said Rules forms part of the Report.

35. INTERNAL FINANCIAL CONTROL

The Audit Committee has established and maintained an effective Internal Control over financial reporting. Standard operating practices have been laid down and are being followed. The criteria is also being audited and management has taken effective steps to ensure adequate control over financial reporting.

36. RISK MANAGEMENT

Your Company recognizes that risk is an integral part of business and is committed to managing the risks in a proactive and efficient manner. In line with corporate best practices, your Company assesses the risks in the internal and external environment which will monitor, evaluate and execute all mitigation actions in this regards and takes all measures necessary to effectively deal with incidences of risk. Adequate risk management framework capable of addressing the risks is in place.

37. POLICIES

We seek to promote and follow the highest level of ethical standards in all our business transactions guided by our value system. The Securities and Exchange Board of India (SEBI) (Listing Obligations and Disclosure Requirements) Regulations, 2015 (LODR) mandated the formulation of certain policies for all listed companies. All our policies are available on website (http://www.batliboi.com/for-investors/codes-policies.aspx). The policies are updated based on need and new compliance requirement.

In addition to its Codes and Ethics, Key Policies that have been adopted by the Company are as follows:

Name of the policy

Brief description

Weblink

Whistleblower Policy (Policy on Vigil Mechanism)

The Company has adopted the Whistleblower mechanism with a view to maintain the high standards of transparency in Corporate Governance and to enable the Directors and employees of Company to have direct access to the Managing Director or the Members (Directors) of the Audit Committee.

http://www.batliboi.com/for-

investors/codes-policies/vigil- machanism-whistle-blower- policy.aspx

Related Party Transaction policy

The policy regulates all transactions between the Company and its related parties.

http://www.batliboi.com/uploaded files/Related-party- transactions.pdf

Anti-Sexual Harassment policy

The policy has been formulated to provide protection against sexual harassment of women at the workplace and for the prevention and redressal of complaints of sexual harassment and matters connected therewith or incidental thereto.

http://www.batliboi.com/for- investors/codes-policies/anti- sexual-harassment-policy.aspx

Policy for determining material subsidiaries

The policy is used to determine the Material Subsidiaries of the Company and to provide governance framework for such subsidiaries.

http://www.batliboi.com/uploaded files/Policy-for-Determination-of- Materiality-Susidiaries.pdf

Policy for determining materiality of events

The policy is intended to circulate and disseminate such information which in the view of the management and the Regulators is material for the purpose of protecting, safeguarding the interest of the Company thereby enabling and promoting greater transparency and disclosure of all deemed material events to the Stock Exchange.

http://www.batliboi.com/uploaded files/Policy-for-Determination-of- Materiality-of-Events.pdf

Policy for preservation of documents / Archival of documents

The policy governs the maintenance and preservation of documents of the Company as per applicable statutory and regulatory requirements.

http://www.batliboi.com/uploaded files/POLICY-FOR- PRESERVATION-OF- DOCUMENTS.pdf

38. MATERIAL CHANGES AND COMMITMENTS DURINGTHEYEAR

During the year, the Company has concluded the process of sale of its land situated at Plot no. 25/26, Deonar Ancillary Estate, Off Ghatkopar Mankhurd link Road, Govandi (West), Mumbai-400088, Mumbai.

39. 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 in India and in countries in which the Company conducts business, litigation, industrial relations and other incidental factors.

40. ACKNOWLEDGEMENTS

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

For and on behalf of the Board of Directors

Nirmal Bhogilal Vivek Sharma

Mumbai Chairman Managing Director

6th May, 2016 (DIN No. 00173168) (DIN No. 01541498)


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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