Directors Report of Bhagwati Autocast Ltd.

Mar 31, 2018

To the Members,

The Directors have pleasure in presenting the THIRTY SIXTH ANNUAL REPORT and audited accounts for the financial year ended March 31, 2018. The performance of the Company for the financial year ended on March 31, 2018 is summarized below.

01. FINANCIAL HIGHLIGHTS :

(Amount Rs. in Lakhs)

	For the year	For the year
	Ended	Ended
	31/03/2018	31/03/2017
Earnings before interest, depreciation
and taxation (EBIDTA)	451.25	520.16
Less: Interest & finance charges	94.47	72.50
Profit /(Loss) before
depreciation & taxation	356.78	447.66
Less: Depreciation	211.49	224.48
(Loss)/ Profit before tax	145.29	223.18
Less: Provision for income tax
[1] Current Tax	63.37	83.04
[2] Deferred Tax	(14.44)	3.73
Profit / (Loss) for the Year	96.36	136.41
Excess (Short) Provision for
Tax for earlier year	14.56	(8.64)
Add : Other Comprehensive
income	(1.16)	13.72
Add : Surplus of last year
brought forward	706.09	592.35
Surplus available for
appropriation	815.85	733.84

02. REVIEW OF OPERATIONS:

During the year under review, Your Company’s revenue increased by 16.02% and profit before Tax decreased by 34.90%. This is due to price hike of major raw materials like MS scrap, Pig Iron, etc., and not compensated by customers in time.

During the year, there was steep increase in demand for the first half and later on remained sluggish even though your Company’s production increased by 15% on year to year basis. Further, the Company has increased power demand from 2200 to 2500 KVA and 2500 to 2800 KVA to meet the demand increased from customers and hence your Company expects to increase 25% in sales and production in coming years, i.e. 2018-19, and also hope for good margin due to higher volume.

03. DIVIDEND :

The Board of Directors recommend dividend of Rs.0.80 per Equity Share (8% on the face value of Rs. 10/- each) for the year ended on March 31, 2018 (Previous year paid dividend of Rs. 0.80 per equity shares, i.e. rate of 8%) subject to the approval of shareholders at the ensuing Annual General Meeting.

04. TRANSFER TO RESERVES :

Your Company has not transferred any amount to General Reserves. Your Company has retained amount of Rs. 815.84 Lakhs in the Statement of Profit and Loss.

05. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND :

The Company has transferred Rs. 0.95 Lakhs to the Investor Education and Protection Fund established by the Central Government during the financial year 2017-18, as unclaimed dividend after expiry of seven years for the year ended March 31, 2010.

06. PUBLIC DEPOSITS :

During the financial year 2017-18, your Company has not accepted or renewed any deposit from the public falling within the ambit of Section 73 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014 and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

07. SHARE CAPITAL :

The paid up equity share capital as on March 31, 2018 was Rs. 2.88 Crores. During the year under review, the Company has not issued shares with differential voting rights nor granted stock options nor sweat equity. The Company has also not purchased of its own shares by employees or by trustees for the benefit of employees.

08. LISTING :

The Equity shares of the Company continue to be listed on BSE Limited (Security Code: 504646) and required Listing fees for the year 2017-18 has been paid.

09. EXTRACT OF THE ANNUAL RETURN :

Pursuant to the provisions of Section 92(3) of the Companies Act, 2013, the details forming part of the extract of the Annual Return for the financial year ended March 31, 2018 in form MGT-9 is annexed herewith as “Annexure A”.

10. THE DETAILS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO :

The Information required to be disclosed in the report of the Board of Directors as per the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of Companies (Accounts) Rules, 2014 is annexed herewith as “Annexure B”.

11. DIRECTORS :

A) Changes in Directors and Key Managerial Personnel

Mr. Vimal R. Ambani (DIN: 00351512), who have appointed as Additional Director of the Company by the Board with effect from December 12, 2017 under section 161 of the Companies Act, 2013, holds office upto the date of forthcoming Annual General Meeting and who is eligible and confirming that they meet with the criteria of independence as prescribed both under Section 149(6) of the Companies Act, 2013. The Board of directors recommends his appointment as an Independent Director of the Company.

As per provision of the Companies Act, 2013, Ms. Reena P. Bhagwati retires by rotation in the forthcoming Annual General Meeting and being eligible offered herself for re-appointment. The Board of Directors recommends her re-appointment.

B) Declaration by an Independent Director(s) and reappointment, if any

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013.

An independent director shall hold office for a term up to five consecutive years on the Board of the Company, but shall be eligible for reappointment for next five years on passing of a special resolution by the Company and disclosure of such appointment in the Board’s report.

C) Annual evaluation by the board of its own performance, its committees and individual directors

The Board of Directors of the Company has initiated and put in place evaluation of its own performance, its committees and individual directors. The result of the evaluation is satisfactory and adequate and meets the requirement of the Company.

D) Policy on Directors’ appointment and remuneration

(Including criteria for determining qualification, positive attributes, independence of a Director, policy relating to remuneration for Directors, Key Managerial Personnel and other employees)

Policy on Directors’ appointment

Policy on Directors’ appointment is to follow the criteria as laid down under the Companies Act, 2013, the Listing Agreement with Stock Exchanges and good corporate practices. Emphasis is given to persons from diverse fields or professions.

Policy on Remuneration

Guiding Policy on remuneration of Directors, Key Managerial Personnel and employees of the Company is that -

- Remuneration to unionised workmen is based on the periodical settlement with the workmen union.

- Remuneration to Key Managerial Personnel, Senior Executives, Managers, Staff and Workmen (non Unionised) is industry driven in which it is operating taking into account the performance leverage and factors such as to attract and retain quality talent.

- For Directors, it is based on the shareholders resolutions, provisions of the Companies Act, 2013 and Rules framed therein, circulars and guidelines issued by Central Government and other authorities from time to time.

12. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS :

The Board of Directors has met 4 times and Independent Directors once during the year ended 31st March, 2018.

13. AUDIT COMMITTEE :

The Composition of Audit Committee of the Company is as under:

Sr. No.	Name of Director	Designation
1.	Mr. R. J. Shah	Chairman
2.	Mr. P. H. Buch	Member
3.	Ms. R. P. Bhagwati	Member
4.	Mr. V. R. Ambani	Member

14. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES :

The Company has formulated Vigil Mechanism named Whistle Blower Policy with a view to report concern about unethical behavior, actual or suspected fraud. This policy provides mechanism for employee of the Company of any violation and to approach the chairman of the Audit Committee of the Company who shall investigate into the same and recommend suitable action to the management.

15. NOMINATION AND REMUNERATION COMMITTEE :

The Board has on recommendation of nomination and remuneration committee, framed a policy for selection and appointment of Director, senior management and their remuneration.

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

There is no loan given, investment made, guarantee given or security provided by the Company to any entity under Section 186 of the Companies Act, 2013.

17. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES :

The particulars of every contract or arrangements entered into by the Company with related parties referred to in section 188(1) of the Companies Act, 2013 including certain arms length transactions under third proviso thereto is disclosed in Form No. AOC -2 is annexed herewith as “Annexure C”.

18. PARTICULAR OF SUBSIDIARY/ JOINT VENTURE/ ASSOCIATE COMPANY :

The Company does not have any subsidiary, Joint Venture and Associate Company.

19. RISK MANAGEMNET :

Your Company recognizes that risk is an integral part of business and is committed to managing the risks in a proactive and efficient manner. Your Company periodically assesses risks in the internal and external environment, along with the cost of treating risks and incorporates risk treatment plans in its strategy, business and operational plans.

Your Company, through its risk management process, strives to contain impact and likelihood of the risks within the risk appetite as agreed from time to time with the Board of Directors.

There are no risks which in the opinion of the Board threaten the existence of your Company.

20. CORPORATE SOCIAL RESPONSIBILITY :

The provision of Corporate Social Responsibility is not applicable to your Company.

21 . THE NUMBER OF COMPLAINTS RELATING TO CHILD LABOUR, FORCED LABOUR, INVOLUNTARY LABOUR, SEXUAL HARASSMENT IN THE LAST FINANCIAL YEAR AND THOSE PENDING AS ON THE END OF THE FINANCIAL YEAR :

Sr. No.	Category	No. of Complaints field during the financial year	No. of Complainants pending as on end of the financial year
1.	Child labour/forced labour/ Involuntary labour	NIL	NIL
2.	Sexual harassment of women at workplace (Prevention, Prohibition and Redressal) Act, 2013.	NIL	NI L

22. INFORMATION REQUIRED UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 READ WITH COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014 :

A. The percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary or Manager, if any during the financial year 2017-18, and ratio of remuneration of each Director to the median remuneration of the employees of the Company for the financial year 201718:

Sr.No.	Name	Designation	Remuneration	Increase (%)
1.	Dr. P. N. Bhagwati	Chairman & Managing Director	16.51	-
2.	Ms. R. P. Bhagwati	Jr. Managing Director	02.79	-
3.	Mr. P H. Buch	Independent Director	0.06	-
4.	Mr. R. J. Shah	Independent Director	0.06	-
5.	Mr. V. R. Ambani	Additional Non-Executive Director	0.03	-
3.	Mr. D. K. Sheth	Chief Financial Officer	Not Applicable	04.95%
5.	Mr. M. C. Naliyadhara	Company Secretary	Not Applicable	11.00%

Notes

1. The remuneration of Independent/ Additional Non-Executive Directors includes only sitting fees paid to them for the financial year 2017-18.

2. Median remuneration of the Company for all its employee is Rs. 4,30,458/- for financial year 2017-18.

B. Percentage increase in the median remuneration of employees in the financial year : 9.75%

C. Number of permanent employees on the rolls of the Company : 72 as on 31st March, 2018

D. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration: On an average, employees received an annual increase of 10%. The individual increments varied from 7% to 14%, based on individual performance. The increase in remuneration is in line with the market trends. In order to ensure that remuneration reflects Company performance, the performance pay is also linked to organization performance, apart from an individual’s performance.

E. Affirmation that the remuneration is as per the Remuneration policy of the Company:

It is affirmed that the remuneration is as per the Remuneration policy of the Company.

23. MANAGEMENT DISCUSSION AND ANALYSIS:

Pursuant to the Regulation 34(2) of the SEBI (LODR) Regulations, 2015, the report relevant to Management discussion and analysis forming part of the Annual report for the year under review is annexed herewith as “Annexure D”.

24. AUDITORS :

1) STATUTORY AUDITORS :

M/s. Mahendra N. Shah & Co., Chartered Accountants (FRN: 105775W) Ahmedabad were appointed as Statutory Auditor of the Company for a term of 5 (five) consecutive years, at the 34th Annual General Meeting held on September 21, 2016 upto the conclusion of the 39th Annual General Meeting at a remuneration as may be mutually agreed between the Board of directors of the Company and the Auditors.

The Company has received relevant letters/ certificates from them to the effect that they have not disqualified from continuing as Statutory Auditors of the Company within the prescribed limits under Section 141 of the Companies Act, 2013.

EXPLANATION OR COMMENTS ON AUDITORS’ REPORT :

There are no adverse observations, Notes made by the Auditors in their re—port so there are no comments by Directors on Auditors Notes.

2) INTERNAL AUDITORS :

Pursuant to the provisions of Section 138 of the Companies Act, 2013, the Board of directors of the Company has appointed M/ s. Mehta Sheth & Associates, Chartered Accountants (FRN: 106238W) Ahmedabad as an Internal auditor of the Company for the financial year 2018-19.

3) SECRETARIAL AUDITOR :

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of directors has appointed M/s. Samdani Shah & Kabra, Company Secretaries in Practice to undertake the Secretarial Audit of the Company for the financial year 2017-18. The Report of the Secretarial Audit Report is annexed herewith as “Annexure E”.

The Board has appointed M/s. Chirag Shah & Associates, Company Secretaries, Ahmedabad as Secretarial auditor of the Company for the financial year 2018-19.

25. DIRECTORS’ RESPONSIBILITY STATEMENT :

In terms of Section 134(3) of the Companies Act, 2013, in relation to the Financial Statements for FY 2017-18, the Board of Directors states that:

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

(b) the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

(c) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors have prepared the annual accounts on a going concern basis;

(e) the directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

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

26. HUMAN RESOURCES :

Many initiatives have been taken to support business through organizational efficiency, process change support and various employee engagement programmes which has helped the Organization achieve higher productivity levels. A significant effort has also been undertaken to develop leadership as well as technical/ functional capabilities in order to meet future talent requirement.

27. CHANGE IN THE NATURE OF BUSINESS, IF ANY :

No change in nature of the business of the Company occurred during the year.

24. PROHIBITION OF INSIDER TRADING :

The Company has adopted a Code of Conduct for Prohibition of Insider Trading with regulate trading in securities by the Directors and designated employee of the Company. The Board is responsible for implementation of the Code. The code requires preclearance for dealing in the Company’s shares and prohibits the purchase or sale of Company shares by the Directors and the designated employee while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading window is closed. The relevant policy is available on the Company’s website.

25. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT :

No other material changes have taken place after completion of the financial period up to the date of this report which may have substantial effect on business and finances of the company and which are required to be disclosed in this Report.

26. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE: There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

27. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:

The Company has an internal control system, commensurate with the size, scale and complexity of its operations. To maintain its objectives and independence, the internal Audit function reports to the chairman of the Audit Committee of the Board.

The Internal Audit Department monitors and evaluates the efficiency and adequacy of Internal Control System in the Company, its compliance with operating system, accounting procedures and policy of the Company. Based on the report of internal audit function, process owners undertake corrective action and thereby strengthen the controls. Significant audit observation and corrective actions thereon are presented to the audit committee of the board.

28. General:

(i). Insurance :

The assets of the company including Plant and Machineries, Factory Building, Stocks, Stores, Vehicles etc. have been adequately insured.

(ii). Industrial Relations :

During the year under review, your Company enjoyed cordial relationship with the workers and employees at all the levels.

(iii). Acknowledgement :

Your Directors thanks to various Central and State Government Departments, Organizations and Agencies for the continued cooperation and support extended by them. The Directors also gratefully acknowledge all stakeholders of the Company viz. customers, members, dealers, vendors, banks and other business partners for the excellent support received from them during the year. The Directors place on record their sincere appreciation to all employees of the Company for their unstinted commitment and continued contribution to the Company.

Place : Ahmedabad By order of the Board of Directors

Date : 26/05/2018 For, Bhagwati Autocast Limited

Dr. Pravin N. Bhagwati

Chairman & Managing Director

DIN : 00096799

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Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the THIRTY THIRD ANNUAL REPORT and audited accounts for the year ended 31st March 2015. The performance of the Company for the year ended on March 31, 2015 is summarized below.

01. FINANCIAL HIGHLIGHTS :

For the year For the year Ended Ended 31/03/2015 31/03/2014 (Rs.) (Rs.)

Earnings before interest, depreciation and taxation (EBIDTA) 2,278,031 95,279,055

Less: Interest & finance charges 7,086,364 9,458,240

(Loss)/ Profit before

depreciation & taxation (4,808,333) 85,820,815

Less: Depreciation 30,463,613 18,406,923

(Loss)/ Profit before tax (35,271,946) 67,413,892

Less: Provision for income tax

[1] Current Tax 0 20,800,000

[2] Deferred Tax (11,769,063) 10,86,667

(Loss)/ Profit for the Year (23,502,883) 45,527,225

Short/Excess Provision for

Tax for earlier year (2,282,338) 974,318

Carrying amount of fixed assets debited to retained earnings where remaining useful life of

assets is Nil as on 01-04-2014 (1,154,576) 0

Add : Surplus of last year

brought forward 82,493,472 39,025,160

Surplus available for

appropriation 55,553,675 85,526,703

APPROPRIATIONS :

Proposed equity dividend 1,440,342 2,592,616

Tax on dividend 293,254 440,615

Balance of profit carried to balance sheet 53,820,079 82,493,472

02. REVIEW OF OPERATIONS:

During the year under review, Your Company's sales decrease by 22% due to recessionary trend in the tractor industry throughout the year. Increase in depreciation due to revised rates on the basis of useful life as per recently introduced Companies Act, 2013. Company's main Customers in tractor industries were seriously affected and hence our Company also affected in terms of sales to these customers. Also during these two quarters raw material prices increased but not passed on by our customers, which yielded lower contribution towards fixed cost and Company incurred loss of Rs. 48.08 lacs. During FY 2015-16. Company is expecting to increase its sales and production due to good demand and hope to achieve good profit.

03. DIVIDEND:

The Board of Directors recommend dividend at the rate of 5% i.e. Rs.0.50 per Equity Share of Rs. 10/- each for the year ended on 31st March, 2015 (Previous year at the rate of 9% i.e. Rs. 0.90/- per Equity Share) in pursuance to the (Declaration & Payment of Dividend) Rules, 2014 subject to the approval of shareholders at the 33rd AGM.

04. PUBLIC DEPOSITS :

During the financial year 2014-15, your Company has not accepted or renewed any deposit from the public falling within the ambit of Section 73 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014 and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

05. SHARE CAPITAL :

The paid up Equity Share Capital as on March 31, 2015 was Rs. 2.88 Crore. During the year under review, the Company has not issued shares with differential voting rights nor granted stock options nor sweat equity. The Company has also not purchased of its own shares by employees or by trustees for the benefit of employees.

06. EXTRACT OF THE ANNUAL RETURN :

The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as "Annexure A".

07. THE DETAILS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO :

The Information required to be disclosed in the report of the Board of Directors as per the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of Companies (Accounts), Rule, 2014 is annexed herewith as "Annexure B".

08. DIRECTORS :

A) Changes in Directors and Key Managerial Personnel.

Mrs. Mandakini P. Bhagwati has been ceased to be a Director of the Company w.e.f. 28th April, 2014 due to her sad demise.

At the last AGM held on September 24, 2014, the Members had appointed the existing Independent Directors viz. Mr. Padmin H. Buch and Mr. Rajendraprasad J. Shah as Independent Directors under the Act each for a term of five years with effect from September 24, 2014.

Mr. Dinesh K. Sheth has been appointed as Chief Financial Officer (Key Managerial Personnel) of the Company w.e.f. May 23, 2014. Your board of Directors has appointed Mr. Nimish Sakhiya as Company Secretary (Key Managerial Personnel) of the Company in the board meeting held on May 23, 2014. However, he ceased to be a Company Secretary of the Company w.e.f. December 11, 2014 due to his ill health.

Mr. Akshit Soni has been appointed as Company Secretary (Key Managerial Personnel) of the Company in the board meeting held on February 10, 2015.

As per provision of the Companies Act, 2013, Dr. Pravin N. Bhagwati retires by rotation in the forthcoming Annual General Meeting and being eligible offered himself for re-appointment. The Board of Directors recommends their re-appointment.

B) Declaration by an Independent Director(s) and re- appointment, if any

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013.

An independent director shall hold office for a term up to five consecutive years on the Board of the Company, but shall be eligible for reappointment for next five years on passing of a special resolution by the Company and disclosure of such appointment in the Board's report.

C) Annual evaluation by the board of its own performance, its committees and individual directors

The Board of Directors of the Company has initiated and put in place evaluation of its own performance, its committees and individual directors. The result of the evaluation is satisfactory and adequate and meets the requirement of the Company.

(D) Policy on Directors' appointment and remuneration

(Including criteria for determining qualification, positive attributes, independence of a Director, policy relating to remuneration for Directors, Key Managerial Personnel and other employees)

Policy on Directors' appointment

Policy on Directors' appointment is to follow the criteria as laid down under the Companies Act, 2013 and the Listing Agreement with Stock Exchanges and good corporate practices. Emphasis is given to persons from diverse fields or professions.

Policy on Remuneration

Guiding Policy on remuneration of Directors, Key Managerial Personnel and employees of the Company is that -

i Remuneration to unionised workmen is based on the periodical settlement with the workmen union.

ii Remuneration to Key Managerial Personnel, Senior Executives, Managers, Staff and Workmen (non Unionised) is industry driven in which it is operating taking into account the performance leverage and factors such as to attract and retain quality talent.

iii For Directors, it is based on the shareholders resolutions, provisions of the Companies Act, 2013 and Rules framed therein, circulars and guidelines issued by Central Government and other authorities from time to time.

09. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:

The Board of Directors have met 4 times and Independent Directors once during the year ended 31st March, 2015.

10. AUDIT COMMITTEE:

The Composition of Audit Committee of the Company is as under

11. DETAILS OF ESTABLISHMENT OF VIGIL

Sr.No. Name of Director Designation

1. Mr. Rajendraprasad J. Shah Chairman

2. Mr. Mahendrabhai N. Shah Member

3. Mr. Padmin Buch Member

4. Ms. Reena Bhagwati Member

MECHANISM FOR DIRECTORS AND EMPLOYEES :

The Company has formulated Vigil Mechanism named Whistle Blower Policy with a view to report concern about unethical behavior, actual or suspected fraud. This policy provide mechanism for employee of the Company of any violation and to approach the chairman of the Audit Committee of the Company who shall investigate into the same and recommend suitable action to the management.

12. NOMINATION AND REMUNERATION COMMITTEE :

The Board has on recommendation of nomination and remuneration committee, framed a policy for section and appointment of Director, senior management and their remuneration.

13. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

There is no loan given, investment made, guarantee given or security provided by the Company to any entity under Section 186 of the Companies Act, 2013.

14. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The particulars of every contract or arrangements entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto is disclosed in Form No. AOC -2 is annexed herewith as "Annexure C".

15. PARTICULAR OF SUBSIDIARY/JOINT VENTURE / ASSOCIATE COMPANY :

The Company does not have any subsidiary, Joint Venture and Associate Company.

16. RISK MANAGEMNET :

Your Company recognizes that risk is an integral part of business and is committed to managing the risks in a proactive and efficient manner. Your Company periodically assesses risks in the internal and external environment, along with the cost of treating risks and incorporates risk treatment plans in its strategy, business and operational plans.

Your Company, through its risk management process, strives to contain impact and likelihood of the risks within the risk appetite as agreed from time to time with the Board of Directors.

There are no risks which in the opinion of the Board threaten the existence of your Company.

17. CORPORATE SOCIAL RESPONSIBILITY:

The provision of Corporate Social Responsibility is not applicable to your Company.

18. THE NUMBER OF COMPLAINTS RELATING TO CHILD LABOUR, FORCED LABOUR, INVOLUNTARY LABOUR, SEXUAL HARASSMENT IN THE LAST FINANCIAL YEAR AND THOSE PENDING AS ON THE END OF THE FINANCIAL YEAR.

Sr. Category No. of Complaints No. of Complainants No Category field during the pending as on end of financial year the financial year

1. Child labour/forced NIL NIL labour/ Involuntary labour

2. Sexual harassment of NIL NIL women at workplace (Prevention, Prohibition and Redressal) Act, 2013.

19. INFORMATION REQUIRED UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 READ WITH (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014:

A. Ratio of remuneration of each Director to the median remuneration of all the employees of your Company for the financial year 2014-15 is as follows:

Sr. Total remuneration Ratio of remuneration No. Name of Directors (Rs.) of Directors to the medium remuneration

1. Dr. Pravin N. Bhagwati 78,32,238 23.37:1

2. Ms. Reena P. Bhagwati 12,00,000 3.58:1

Notes

1. Median remuneration of the Company for all its employee is Rs. 3,35,040/- for Financial Year 2014-15.

2. The remuneration to directors does not include sitting fees paid to them.

B. Details of percentage increase in the remuneration of each Director and CFO & Company Secretary in the financial year 2014-15 are as follows:

Sr. No. Name Designation

1. Dr. P N. Bhagwati Chairman & Managing Director

2. Ms. Reena P Bhagwati Jr. Managing Director

3. Mr. Dinesh K. Sheth CFO (w.e.f. 23.05.2014)

4 Mr. Nimish Sakhiya CS (from 23.05.2014 to 11.12.2014)

5. Mr. Akshit Soni CS (w.e.f. 10.02.2015)

Sr. No. Name Remuneration Increase (%) 2014-15 2013-14

1. Dr. P N. Bhagwati 78,32,238 78,26,105 0.08

2. Ms. Reena P Bhagwati 12,00,000 12,00,000 0

3. Mr. Dinesh K. Sheth 29,94,000 27,54,000 8.71

4 Mr. Nimish Sakhiya 1,13,679 N.A. -

5. Mr. Akshit Soni 41,667 N.A. -

C. Percentage increase in the median remuneration of all employees in the financial year 2014-15:

Median Remuneration of all employees per annum. 2014.15 (Rs.) 2013-:14 (Rs.) Increase (%)

3,35,040 3,00,624 11.45

D. Number of permanent employees on the rolls of the company as on 31.03.2015 was 66 Nos.

E. There is no variable component of remuneration to the Directors.

F No employee has received remuneration in excess of highest paid Director of the Company during the Financial Year 2014-15.

G. Variations in the market capitalisation of the Company, price earnings ratio as at the closing date of the current financial year and previous financial year:

Particular March 31,2015 March 31,2014 % Charge

Market Capitalisation 12.68 11.18 13.41 (In Crores)

Price Earning Ratio (8.95) 16.14 (25.09)

H The explanation on the relationship between average increase in remuneration and Company performance:

On an average, employees received an annual increase of 10%. The individual increments varied from 7% to 14%, based on individual performance.

The increase in remuneration is in line with the market trends. In order to ensure that remuneration reflects Company performance, the performance pay is also linked to organization performance, apart from an individual's performance.

20. AUDITORS:

1) STATUTORY AUDITORS

M/s. Milin J Jani & Co., Chartered Accountants, Ahmedabad (Firm Registration No.106396W) Statutory Auditor of the Company, hold office until the conclusion of the ensuing Annual General Meeting and being eligible for re-appointment.

The Company has received letters from them to the effect that their re-appointment, if made, would be within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified for re-appointment.

AUDITORS' REPORT

There are no adverse observations, Notes made by the Auditors in their report so there are no comments by Directors on Auditors Notes.

2) 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 Samdani Shah & Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit Report is annexed herewith as "Annexure D".

21. DIRECTORS' RESPONSIBILITY STATEMENT:

In terms of Section 134(3) of the Companies Act, 2013, in relation to the Financial Statements for FY 2014-15, the Board of Directors states that:

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

(b) the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

(c) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors have prepared the annual accounts on a going concern basis;

(e) the directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

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

22. HUMAN RESOURCES :

Many initiatives have been taken to support business through organizational efficiency, process change support and various employee engagement programmes which has helped the Organization achieve higher productivity levels. A significant effort has also been undertaken to develop leadership as well as technical/ functional capabilities in order to meet future talent requirement.

23. CHANGE IN THE NATURE OF BUSINESS, IF ANY :

No change in the nature of the business of the Company done during the year.

24. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY

TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

No other material changes have taken place after completion of the financial period up to the date of this report which may have substantial effect on business and finances of the company and which are required to be disclosed in this Report.

25. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:

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

26. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:

The Company has an internal control system, commensurate with the size, scale and complexity of its operations. To maintain its objectives and independence, the internal Audit function reports to the chairman of the Audit Committee of the Board.

The Internal Audit Department monitors and evaluates the efficiency and adequacy of Internal Control System in the Company, its compliance with operating system, accounting procedures and policy of the Company. Based on the report of internal audit function, process owners undertake corrective action and thereby strengthen the controls. Significant audit observation and corrective actions thereon are presented to the board.

27. General:

1. Insurance :

The assets of the company including Plant and Machineries, Factory Building, Stocks, Stores, Vehicles etc. have been adequately insured.

2. Industrial Relations :

During the year under review, your Company enjoyed cordial relationship with the workers and employees at all the levels.

3. Acknowledgement :

Your Directors thanks to various Central and State Government Departments, Organizations and Agencies for the continued co- operation and help extended by them. The Directors also gratefully acknowledge all stakeholders of the Company viz. customers, members, dealers, vendors, banks and other business partners for the excellent support received from them during the year. The Directors place on record their sincere appreciation to all employees of the Company for their unstinted commitment and continued contribution to the Company.

For and on behalf of the Board of Directors

Place : Ahmedabad Dr. Pravin N. Bhagwati Date : 22/05/ 2015 Chairman

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Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the THIRTY SECOND ANNUAL REPORT and audited accounts for the year ended 31st March 2014. The performance of the Company for the year ended on March 31, 2014 is summarized below.

01. FINANCIAL HIGHLIGHTS :

For the year For the year Ended Ended 31/03/2014 31/03/2013 (Rs.) (Rs.)

Earnings before interest, depreciation and taxation (EBIDTA) 95,279,055 50,198,944

Less: Interest & finance charges 9,458,240 11,826,033

Profit before depreciation & taxation 85,820,815 38,372,911

Less: Depreciation 18,406,923 17,185,433

Profit before tax 67,413,892 21,187,478

Less: Provision for income tax

[1] Current Tax 20,800,000 3,300,000

[2] Deferred Tax 10,86,667 3,204,720

Profit for the Year 45,527,225 14,682,758

Short/Excess Provision for Tax for earlier year 974,318 0

Add : Surplus of last year brought forward 39,025,160 26,701,582

Surplus available for appropriation 85,526,703 41,384,340

APPROPRIATIONS :

Proposed equity dividend 2,592,616 2,016,479

Tax on dividend 440,615 342,701

Balance of profit carried to balance sheet 82,493,472 39,025,160

02. REVIEW OF OPERATIONS:

During the year under review, Your Company''s sales increased by 16.63 % and operating profit increased by 89.80 %. This is due to good demand from our customers and better sales realisation. The company in this year planning for expansion of factory building & modernization of its Core Shop and other infrastructural facilities.

03. DIVIDEND:

Your Directors recommend a dividend of 9 % i.e. Rs.0.90 per Equity Share of Rs. 10/- each for the year 2013-2014 (Previous year 7% i.e. Rs. 0.70/- per Equity Share) Subject to approval of shareholders at the 32nd Annual General Meeting.

04. DIRECTORS

Mrs. Mandakini P Bhagwati been ceased to be a Director of the Company w.e.f. 28th April, 2014 due to her sad demise which has been taken on record in the Board Meeting held on 23rd May 2014. The Board of Directors condole the untimely demise of Mrs. Mandakini P Bhagwati and took on record of the invaluable contributions made by her towards the progress of the Company.

As per provision of the Companies Act, 2013, Ms. Reena Bhagwati retires by rotation in the forthcoming Annual General Meeting and being eligible offers herself for re-appointment. The Board of Directors recommends their re-appointment.

The Companies Act, 2013 provides for appointment of independent directors. Sub-section (10) of Section 149 of the Companies Act, 2013 ("the Act") (effective from April 1, 2014) provides that independent directors shall hold office for the term of up to five consecutive years on the Board of the company; and shall be eligible for re-appointment on passing a Special resolution by the shareholders of the company.

Sub-section (11) states that no independent director shall be eligible for more than two consecutive term of five years. Sub- section (13) states that the provision of retirement by rotation as defined in sub-section (6) and (7) of section 152 of the Act shall not apply to such independent directors.

Our Independent directors were appointed as directors liable to retire by rotation as per provision of the erstwhile Companies Act 1956. The Board of Directors has been advised that Independent Directors so appointed would continue to serve the term that was ascertained at the time of appointment as per the resolution pursuant to which they were appointed. Therefore, it stands to the reason only those independent directors who will complete their present term at the ensuing AGM, being eligible for re- appointment, be considered by the Share holder for the reappointment for the term of up to five consecutive years.

Independent Directors, who do not complete their term at ensuing AGM, will continue to hold office till expiry of his term (based on retirement period calculation) and thereafter would be eligible for re-appointment for a term fixed in accordance with Companies Act, 2013.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013.

05. DIRECTORS RESPONSIBILITY STATEMENT: Pursuant to requirement under Section 217(2AA) of the Companies Act, 1956, Directors hereby confirmed that:

a) in the preparation of the annual accounts, the applicable Accounting Standards have been followed and that no material departures have been made from the same;

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 as on 31st March, 2014 and of the Profit of the Company for the accounting year ended on that date;

c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) they have prepared the annual accounts on a going concern basis.

06. AUDITORS AND AUDITORS'' REPORT

M/s. Milin J Jani & Co., Chartered Accountants, Ahmedabad (Firm Registration No.106396W) Statutory Auditor of the Company, hold office until the conclusion of the ensuing Annual General Meeting and being eligible for re-appointment.

The Company has received letters from them to the effect that their re-appointment, if made, would be within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified for re-appointment

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

07. APPOINTMENT OF COST AUDITOR

The Company has appointed the M/s. Kiran J. Mehta & Co. Cost Accountant Firm, Ahmedabad for conducting the audit of cost records of the Company for the financial year 2014-15.

08. COMPLIANCE CERTIFICATE:

The Compliance Certificate received in accordance with the provisions of Section 383A read with the Companies (Compliance Certificate) Rules, 2001 being annexed to and forming part of the Director''s Report. The said Compliance Certificate is self-explanatory and do not call for any comments.

09. FIXED DEPOSITS:

We have not received any fixed deposit and, as such, no amount of principal or interest was outstanding as on Balance Sheet date.

10. PARTICULARS OF EMPLOYEES:

The Details of the employees, who were in receipt of remuneration of not less than Rs. 60,00,000 /- during the year ended 31st March, 2014 or not less than Rs. 5,00,000/- per month during any part of the said year is annexed herewith as part of the Directors'' report.of the said year is annexed herewith as part of the Directors report.

11. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

Additional information on conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed in terms of section 217(1) (e) of the Companies Act, 1956 read 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.

12. GENERAL :

1. Insurance :

The assets of the company including Plant and Machineries, Factory Building, Stocks, Stores, Vehicles etc. have been adequately insured.

2. Industrial Relations :

During the year under review the industrial relations were cordial.

3. Acknowledgement :

Your Directors wish to place on record their deep sense of appreciation of the continued co-operation and support extended by Bank of Baroda from time to time.

The Directors also wish to place on record their appreciation of the devoted services of the Workers, Staff and Executives of the Company, who have contributed to the efficient management of the Company.

For and on behalf of the Board of Directors

Place : Ahmedabad Dr. Pravin N. Bhagwati Date : 23/05/ 2014 Chairman

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Mar 31, 2013

Dear Members,

The Directors have pleasure in presenting the THIRTY FIRST ANNUAL REPORT and audited accounts for the year ended 31st March 2013. The performance of the Company for the year ended on March 31, 2013 is summarized below.

01. FINANCIAL HIGHLIGHTS :

For the year For the year Ended Ended 31/03/2013 31/03/2012 (Rs.) (Rs.)

Earnings before interest, depreciation and taxation (EBIDT) 50,198,944 33,111,978

Less: Interest & finance charges 11,826,033 6,123,719

Profit before depreciation & taxation 38,372,911 26,988,259

Less: Depreciation 17,185,433 14,355,633

Profit before tax 21,187,478 12,632,626

Less: Provision for income tax

[1] Current Tax 3,300,000 2,527,205

[2] Deferred Tax 3,204,720 4,426,687

[3] MAT Entitlement 0 (2,116,697)

Profit for the Year 14,682,758 7,795,431

Add : Surplus of last year brought forward 26,701,582 20,580,152

Surplus available for appropriation 41,384,340 28,375,583

APPROPRIATIONS :

Proposed equity dividend 2,016,479 1,440,342

Tax on dividend 342,701 233,659

Transfer to general reserve 0 0

Balance of profit carried

to balance sheet 39,025,160 26,701,582

02. DIVIDEND :

Your Directors recommend a dividend of 7% i.e. Rs.0.70 per Equity Share of Rs. 10/- each for the year 2012-2013 (Previous year 5% i.e. Rs. 0.50/- per Equity Share) Subject to approval of shareholders at the 31st Annual General Meeting.

03. REVIEW OF OPERATIONS :

During the year under review, Your Company''s sales increased by 21.56 % and operating profit increased by 51.60 %. This is due to good demand from our customers and better sales realisation. Company is in the process of expanding production capacity by extending factory building & modernising its Core Shop and other infrastructural facilities which will increase the production capacity by 30%. On completion Company can produce 16500 MT of castings per annum which will result in improvement in the profitability of the operations.

04. DIRECTORS :

Mr. M. N. Shah and Mr. Rajendraprasad J. Shah retires by rotation in the forthcoming Annual General Meeting and being eligible offers themselves for re-appointment.

05. AUDITORS :

The Statutory Auditors of the Company Ms. Milin J Jani & Co., Chartered Accountants, Ahmedabad (Firm Registration No.106396W) will retire at conclusion of ensuing Annual General

Meeting and being eligible, have offered themselves for reappointment for the year 2013-2014. You are requested to appoint Auditors for the current year to hold office from the conclusion of this Annual General Meeting till the conclusion of next Annual General Meeting and to fix their remuneration.

06. APPOINTMENT OF COST AUDITOR

As per the requirements of the provisions of Section 233 B of the Companies Act, 1956, Company has appointed Ms. Kiran J. Mehta & Co. Cost Accountant Firm, Ahmedabad to audit the cost accounts for the year 2012-13 from 1st April 2012 to 31st March 2013.

07. COMPLIANCE CERTIFICATE :

The Compliance Certificate received in accordance with the provisions of Section 383A read with the Companies (Compliance Certificate) Rules, 2001 being annexed to the Director''s Report. The said Compliance Certificate is self- explanatory and needs no comments.

The Board has appointed M/s. Chirag Shah & Associates, Company Secretaries for the issuance of the Compliance Certificate in terms of the provisions of section 383A(1) of the Companies Act, 1956 and to hold the office until the conclusion of the forthcoming annual general meeting on such remuneration as may be determined by the Board and agreeable to them. Your directors recommend to re-appoint them for the above said work and to hold office till the date of the next annual general meeting.

08. FIXED DEPOSITS :

There are no unclaimed / unpaid deposits as on 31/03/2013.

09. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO :

Additional information on conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed in terms of section 217(1) (e) of the Companies Act, 1956 read 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.

10. PARTICULARS OF EMPLOYEES :

The Details of the employees, who were in receipt of remuneration of not less than Rs. 60,00,000 /- during the year ended 31st March, 2013 or not less than Rs. 5,00,000/- per month during any part of the said year is annexed herewith as part of the Directors report.

11. DIRECTORS RESPONSIBILITY STATEMENT:

As required u/s 217(2AA) of the Companies Act, 1956 the Directors confirm:

a) That in the preparation of the annual accounts, the applicable Accounting Standards have been followed and that no material departures have been made from the same;

b) That 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 as on 31st March, 2013 and of the Profit of the Company for the accounting year ended on that date;

c) That they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) That they have prepared the annual accounts on a going concern basis.

12. GENERAL :

1. Insurance :

The assets of the company including Plant and Machineries, Factory Building, Stocks, Stores, Vehicles etc. have been adequately insured.

2. Industrial Relations :

During the year under review the industrial relations were cordial.

3. Acknowledgement :

Your Directors wish to place on record their deep sense of appreciation of the continued co-operation and support extended by Bank of Baroda from time to time.

The Directors also wish to place on record their appreciation of the devoted services of the Workers, Staff and Executives of the Company, who have contributed to the efficient management of the Company.

For and on behalf of the Board of Directors

Place : Ahmedabad Dr. P. N. Bhagwati

Date : 28/05/ 2013 Chairman

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Mar 31, 2012

The Directors have pleasure in presenting the THIRTIETH ANNUAL REPORT and audited accounts for the year ended 31st March 2012. The performance of the Company for the year ended on March 31, 2012 is summarized below.

01. FINANCIAL HIGHLIGHTS :

For the year For the year Ended Ended 31/03/2012 31/03/2011 (Rs.) (Rs.)

Profit before interest, depreciation and taxation 33,111,978 61,137,677

Less: Interest & finance charges 6,123,719 11,620,770

Profit before depreciation & taxation 26,988,259 49,516,907

Less: Depreciation 14,355,633 12,522,306

Profit before tax 12,632,626 36,994,601

Less: Provision for income tax

[1] Current Tax [MAT] 2,527,205 10,200,000

[2] Deferred Tax 4,426,687 1,715,068

[3] MAT Entitlement (2,116,697) 0

Profit after tax 7,795,431 25,079,533

Less : Short Provision for Taxation 0 0

Profit for the Year 7,795,431 25,079,533

Add : Surplus of last year brought forward 20,580,152 18,848,622

Surplus available for appropriation 28,375,583 43,928,155

APPROPRIATIONS :

Proposed equity dividend 1,440,342 2,880,684

Tax on dividend 233,659 467,319

Transfer to general reserve 0 20,000,000

Balance of profit carried to balance sheet 26,701,582 20,580,152

02. DIVIDEND :

Your Directors recommend a dividend of 5% i.e. Rs.0.50 per Equity Share of Rs. 10/- each for the year 2011-2012 (Previous year 10% i.e. Rs. 1.00/- per Equity Share) Subject to approval of shareholders at the 30th Annual General Meeting.

03. REVIEW OF OPERATIONS :

During the year under review, Your Company's sales decreased by 7.78 % and operating profit decreased by 53 %. This was mainly due to prolong labour strike during September and October 2011. Further during the later part of the year cost of materials increased but the corresponding price was not given by customers which have affected our profitability.

During the year company has successfully replaced the old furnaces with new Inductotherm make Tri Trak Furnaces which are energy efficient and high capacity. By installing this furnace company's production capacity will increase from 12000 MTA to 18000 MTA.

04. DIRECTORS :

The Board appointed Mr. Rajendraprasad J. Shah as Additional Director; we seek your support in his appointment as Director.

Mrs. M. P. Bhagwati and Mr. Padmin Buch retires by rotation in the forthcoming Annual General Meeting and being eligible offers themselves for re-appointment.

05. AUDITORS :

The Statutory Auditors of the Company M/s. Milin J Jani & Co., Chartered Accountants, Ahmedabad (Firm Registration No.106396W) will retire at conclusion of ensuing Annual General Meeting and being eligible, have offered themselves for reappointment for the year 2012-2013. You are requested to appoint Auditors for the current year to hold office from the conclusion of this Annual General Meeting till the conclusion of next Annual General Meeting and to fix their remuneration.

06. APPOINTMENT OF COST AUDITOR

As per the requirements of the provisions of Section 233 B of the Companies Act, 1956, Company has appointed M/s. Kiran J. Mehta & Co. Cost Accountant Firm, Ahmedabad to audit the cost accounts for the year 2011-12 from 1st April 2011 to 31st March 2012 for which company has applied for the approval of Central Government and same is pending with the Central Government. The Cost Audit Report in respect of Financial Year 2011-12 will be filled on or before the due date. i.e. 27th September, 2012.

07. COMPLIANCE CERTIFICATE :

The Compliance Certificate received in accordance with the provisions of Section 383A read with the Companies (Compliance Certificate) Rules, 2001 being annexed to the Director's Report. The said Compliance Certificate is self- explanatory and needs no comments.

The Board has appointed M/s. Chirag Shah & Associates, Company Secretaries for the issuance of the Compliance Certificate in terms of the provisions of section 383A(1) of the Companies Act, 1956 and to hold the office until the conclusion of the forthcoming annual general meeting on such remuneration as may be determined by the Board and agreeable to them. Your directors recommend to re-appoint them for the above said work and to hold office till the date of the next annual general meeting.

08. FIXED DEPOSITS :

There are no unclaimed / unpaid deposits as on 31/03/2012.

09. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

Additional information on conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed in terms of section 217(1) (e) of the Companies Act, 1956 read 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.

10. PARTICULARS OF EMPLOYEES:

The Details of the employees, who were in receipt of remuneration of not less than Rs. 60,00,000 /- during the year ended 31st March, 2012 or not less than Rs. 5,00,000/- per month during any part of the said year is annexed herewith as part of the Directors report.

11. DIRECTORS RESPONSIBILITY STATEMENT:

As required u/s 217(2AA) of the Companies Act, 1956 the Directors confirm:

a) That in the preparation of the annual accounts, the applicable Accounting Standards have been followed and that no material departures have been made from the same;

b) That 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 as on 31st March, 2012 and of the Profit of the Company for the accounting year ended on that date;

c) That they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) That they have prepared the annual accounts on a going concern basis.

12. GENERAL :

1. Insurance :

The assets of the company including Plant and Machineries, Factory Building, Stocks, Stores, Vehicles etc. have been adequately insured.

2. Industrial Relations :

During the year under review the industrial relations were cordial.

3. Acknowledgement :

Your Directors wish to place on record their deep sense of appreciation of the continued co-operation and support extended by Bank of Baroda from time to time.

The Directors also wish to place on record their appreciation of the devoted services of the Workers, Staff and Executives of the Company, who have contributed to the efficient management of the Company.

For and on behalf of the

Board of Directors

Place : Ahmedabad Dr. P. N. Bhagwati

Date : 29/05/ 2012 Chairman

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Mar 31, 2010

The Directors have pleasure in presenting the TWENTY EIGHTH ANNUAL REPORT and audited accounts for the year ended 31st March 2010. The performance of the Company for the year ended on March 31, 2010 is summarized below.

01.FINANCIAL HIGHLIGHTS :





For the year For the year

Ended Ended

31/03/2010 31/03/2009

(Rs.) (Rs.)

Profit before interest,

depreciation and taxation 49,434,313 45,149,083

Less: Interest & finance charges 7,773,295 10,377,173

Profit before depreciation

& taxation 41,661,018 34,771,910

Less: Depreciation 6,882,763 7,230,896

Profit before tax 34,778,255 27,541,014

Less: Provision for income tax

& Fringe Benefit Tax 6,525,500 10,763,000

Less (Add): Reversal of deferred

tax liability 5,503,215 (866,857)

Profit after tax 22,749,540 17,644,871

Less : Short Provision

for Taxation 1,049,995 0

Profit for the Year 21,699,545 17,644,871

Add : Surplus of last year

brought forward 14,836,380 14,887,790

Surplus available for

appropriation 36,535,925 32,532,661

APPROPRIATIONS :

Proposed equity dividend 23,04,547 23,04,547

Taxondividend 382,756 3,91,734

Transfer to general reserve 15,000,000 15,000,000

Balance of profit carried

to balance sheet 18,848,622 14,836,380

02. DIVIDEND : Your Directors recommend a dividend of 8% i.e. Rs.0.80/- per Equity Share of Rs. 10/- each for the year 2009-2010 (Previous year 8% i.e. Rs. 0.80/- per Equity Share) Subject to approval of shareholders at the 28th Annual General Meeting.

03. REVIEW OF OPERATIONS : During the year under review, Your Company has achieved sales of Rs. 57.98 crores as against Rs. 65.97 crores in the preceding year (i.e. marginal decrease in value of 12.10%). However, the Company has been able to increase the sales in terms of quantity. Due to reduction in prices of our products i.e. C I Castings, sales in terms of value has decreased. Despite adverse factors like volatile raw material price, increase in labour and power cost, the Company has been able to improve profitability with strict control over borrowing cost as well as better working capital management.

During the year, the Company has successfully implemented high pressure moulding line “DISAFLEX 70" project within estimated time. By modernising the existing moulding line with high pressure moulding line, your Company will not only able to provide high quality casting products but will also reduce manpower cost and also increase productivity.

04. DIRECTORS :

Mr. B L Dalal and Mrs. M P Bhagwati, Directors of the Company retire by rotation at the ensuing Annual General Meeting and being eligible offers themselves for re-appointment.

05. AUDITORS :

The Statutory Auditors of the Company M/s. Milin J Jani & Co., Chartered Accountants, Ahmedabad (Firm Registration No.106396W) will retire at conclusion of ensuing Annual General Meeting and being eligible, have offered themselves for reappointment for the year 2010-2011. You are requested to appoint Auditors for the current year to hold office from the conclusion of this Annual General Meeting till the conclusion of next Annual General Meeting and to fix their remuneration.

06. COMPLIANCE CERTIFICATE :

The Compliance Certificate received in accordance with the provisions of Section 383A read with the Companies (Compliance Certificate) Rules, 2001 being annexed to the Director’s Report. The said Compliance Certificate is self- explanatory and needs no comments.

The Board has appointed M/s. Chirag Shah & Associates, Company Secretaries for the issuance of the Compliance Certificate in terms of the provisions of section 383A(1) of the Companies Act, 1956 and to hold the office until the conclusion of the forthcoming annual general meeting on such remuneration as may be determined by the Board and agreeable to them. Your directors recommend to re-appoint them for the above said work and to hold office till the date of the next annual general meeting.

07. FIXED DEPOSITS :

There are no unclaimed / unpaid deposits as on 31/03/2010.

08. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO :

Additional information on conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed in terms of section 217(1) (e) of the Companies Act, 1956 read 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.

09. PARTICULARS OF EMPLOYEES :

The Details of the employees, who were in receipt of remuneration of not less than Rs. 2,400,000 /- during the year ended 31st March, 2010 or not less than Rs. 200,000/- per month during any part of the said year is annexed herewith as part of the Directors report.

10. DIRECTORS RESPONSIBILITY STATEMENT :

As required u/s 217(2AA) of the Companies Act, 1956 the Directors confirm:

a) That in the preparation of the annual accounts, the applicable Accounting Standards have been followed and that no material departures have been made from the same;

b) That 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 as on 31st March, 2010 and of the Profit of the Company for the accounting year ended on that date;

c) That they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance

with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d) That they have prepared the annual accounts on a going concern basis.

11. GENERAL :

1. Insurance :

The assets of the company including Plant and Machineries, Factory Building, Stocks, Stores, Vehicles etc. have been adequately insured.

2. Industrial Relations :

During the year under review the industrial relations were cordial.

3. Acknowledgement :

Your Directors wish to place on record their deep sense of appreciation of the continued co-operation and support extended by Bank of Baroda from time to time.

The Directors also wish to place on record their appreciation of the devoted services of the Workers, Staff and Executives of the Company, who have contributed to the efficient management of the Company.





For and on behalf of the Board of Directors

Place:Ahmedabad Dr.P.N.Bhagwati

Date :29/07/ 2010 Chairman