Directors Report of Birla Precision Technologies Ltd.

Mar 31, 2023

The Board of Directors (“Board”) are pleased to present the Company’s 36^th Annual Report on business and operations, together with the Audited standalone and consolidated Financial Statements along with the Report of the Auditors for the year ended March 3 1,2023.

I. FINANCIAL PERFORMANCE:

The financial statements of the Company have been prepared in accordance with the Indian Accounting Standards (“Ind AS”) notified under Section 133 of the Companies Act, 2013 (“Act”) read with the Companies (Accounts) Rules, 2014.

The financial highlights of your Company for the year ended March 31,2023 are summarized as follows:

Particulars	For the Year ended 31.03.2023	For the Year ended 3 1.03.2022
Total Income	26,364.62	24,832.22
EBITDA	2858.24	2066.85
Less: Depreciation	462.01	408.11
EBIT	2396.23	1658.74
Less: Finance Cost	331.21	527.58
Profit before exceptional items and tax	2065.02	1131.16
Less: Exceptional items	Nil	Nil
Profit Before Tax	2065.02	1131.16
Less:Tax Expenses	536.70	13.11
Profit after Tax	1528.32	1 118.05

a. Overview of Performance

During the Financial Year under review, the Company delivered a healthy performance achieving a robust turnover a total revenue ? 26379.74 lakhs as against ? 24832.22 lakhs in the corresponding previous financial year. The EBIDTA margin as a percentage of sales, has been a healthy EBITDA grew from ? 2066.85 lakhs in the previous year to 2858.24 lakhs in year under review. Net profit (before tax) grew at phenomenal growth rate of 82.56% i.e. from ? 1131.16 lakhs in the previous year to ? 2065.02 lakhs in the year under review. Net profit (after tax) marked a growth rate of 36.70% i.e. from ? I I 18.05 lakhs to ? I 528.32 lakhs.

Your Company has been able to add new customers and strengthen its share of business in existing customers, which resulted in a growth of sales as mentioned above. Additionally, the Company has been able to keep a tight control on costs and process wastage, which resulted in achievement of healthy margins. Your Company took timely and proactive measures to ensure the safety of its employees, operations and uninterrupted services to its customers.

Your company’s management shall endeavor to continue to focus on cutting costs and concentrate on better productivity so as to overcome these uncertain and difficult times.

b. Cash Flow Statement:

The Cash Flow statement for the year 2022-2023 is attached to the Balance Sheet.

c. Dividend:

Your Directors have not recommended dividend for the year ended 3 1st March, 2023.

d. Transfer to Reserves.:

The Company proposes to transfer Nil amount to the General Reserve Account during the financial year ended March 3 1,2023.

e. Deposits:

In terms of sections 73 and 74 of the Act read with relevant Rules, your Company has not accepted any fixed deposits during the year under review.

f. Particulars of Loans, Guarantees and Investments.:

Details of Loans, Guarantees and Investments made by your Company and covered under the provisions of Section 186 of the Act are appended as notes to the financial statements.

II. CHANGES IN SHARE CAPITAL:

There are no changes in the Share Capital of the Company during the financial year 2022-23. The paid-up equity share capital of the company as on 31^st March, 2023 is ? I 3,05,42,274/-

III. SUBSIDIARIES. ASSOCIATES & IOINT VENTURES:

As on March 31,2023, the Company has Five subsidiaries in the name and style of “Birla Accucast Limited Birla Engineering Private Limited, Birla Durotool Private Limited and foreign subsidiaries in the name and style of “Birla Precision USA Limited” incorporated in USA and “Birla Precision Technologies GmbH” incorporated in Germany.

Your Company does not have any, Associate & Joint Venture Company as on 3 1st March, 2023. Furthermore, a statement containing the salient features of the financial statements of the company’s subsidiaries in the prescribed ‘Form AOC-1 ’ is attached as ‘Annexure -I’ forms part of the Board’s report.

IV. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The detailed review of the operations, state of affairs, performance and outlook of the Company and its business as stipulated under Regulation 34(2)(e) of SEBI (LODR) Regulations, 2015, is presented in a separate section forming part of Annual Report under the head ‘Management Discussion and Analysis’.

V. PI RECTORS & KEY MANAGERIAL PERSONNELf‘KMP''1:a. Appointment/Re-appointment:

There were no changes in the composition of Key Managerial Personnel during the year under review except for the mentioned changes:

There is a change in the composition of the board of directors during the year under review:

Mr. Rajeev Sharma (Non -non-executive independent Director), Mr. Srinivasa Raghavan Dorai Rajan (Non -Executive Independent Director) and Mr. Sanjay Kothari (Non-Executive Non-Independent Director) were inducted to the Board w.e.f. 10.02.2022. Mr.Anil Verma (Non-Executive Independent Director), Ms. Rekha Gupta (Non-Executive Independent Director) and Mr. Rajeev Sharma (Non-Executive Independent Director) had resigned on 08.08.2022. Mr.VikasThapa (Non -Executive Independent Director), Ms. Raji Vishwanathan (Woman Non-Executive Independent Director) and Ms.Tulsi Jayakumar (Non -Executive Independent Director) were appointed to the board on 08.08.2022

b. Retires by rotation:

In accordance with the applicable provisions of the Companies Act 2013 (‘the Act’) and the Articles of Association of the Company, Mr. Sanjay Kothari (DIN: 00258316), non-Executive Non-Independent Director, is liable to retire by rotation at the ensuing 36^th AGM pursuant to the provisions of Section 152 of the Companies Act 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and the Articles of Association of the Company and being eligible offers himself for re-appointment, on the recommendation of the Nomination & Remuneration Committee and Board of Directors.

In pursuance of Regulation 36 of the SEBI Listing Regulations read with Secretarial Standard - 2 on General Meetings relating to Mr. Sanjay Kothari is given in the Notice of 36th AGM.

c. Key Managerial Personnel (KMPs):

In terms of Section 203 of the Act, during the financial year 2022-23 there are no changes in the Key Managerial Personnel of the Company.

d. Declaration given by the Independent Directors

The Company has received necessary declaration from each Independent Director under Section 149 (7) of the Companies Act 2013 that they meet the criteria of independence laid down in Section 149 (6) of the Companies Act, 2013 along with declaration received pursuant to sub rule (3) of Rule 6 of the Companies (Appointment and Qualification of Directors) Rules,20l4.They have also furnished the declaration pursuant to Regulation 25(8) of the Listing Regulations affirming compliance to the criteria of Independence as provided under Regulation 16( I )(b) of the Listing Regulations.The Independent Directors have individually confirmed that they are not aware of any circumstances or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence. Based on the declarations and confirmations of the Independent Directors and after undertaking due assessment of the veracity of the same, the Board of Directors recorded their opinion that all the Independent Directors are independent of the Management and have fulfilled

all the conditions as specified under the governing provisions of the Companies Act 201 3 and the Listing Regulations. Further, the Independent Directors have also confirmed that they have complied with the Company’s code of conduct.

During the year 2022-23 a separate meeting of Independent Director was held on 29.08.2022 without the presence of Executive Directors or management representatives and the following matters were discussed:

Review the performance of Non-Independent Directors of the Company, except Chairman

e. Independent Directors’ Familiarization Policy:

In compliance with the requirements of Regulation 25(7) of the SEBI Listing Regulations, the Company has put in place a Familiarization Program for the Independent Directors to familiarize them with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model, etc. The details of the training and familiarization program have been provided under the Corporate Governance Report. Further, at the time of the appointment of an independent director, the Company issues a formal letter of appointment outlining his / her role, function, duties, and responsibilities. Details of the Familiarization Program conducted are available on the Company’s website : https://www.birlaprecision. com/documents/investor/Policies/lndependent%20 Director%20Familirization%20 Pro gramme.pdf.

The Familiarization Policy of the Company seeks to familiarize the Independent Directors with the working of the Company, their roles, rights and responsibilities with respect to the Company, the industry in which the Company operates, business model, etc.

f. Performance Evaluation of Board:

The criteria for performance evaluation are broadly based on the Guidance Note issued by the SEBI on Board Evaluation which included aspects such as the structure and composition of Committees, the effectiveness of Committee Meetings, etc. Board evaluation processes, including in relation to the Chairman, individual directors, and committees, constitute a powerful and valuable feedback mechanism to improve Board effectiveness, maximize strengths and highlight areas for further development.

The manner of evaluation has been explained in the Corporate Governance Report forming part of this Annual Report.

g. Criteria for selection of Directors, KMPs and Senior leadership positions and their remuneration:

Pursuant to the provisions of Section 178 of the Act and Regulation 19 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and on the recommendation of the Nomination & Remuneration Committee, the Board has adopted the Nomination & Remuneration Policy for selection and appointment of Directors, Senior Management including Key Managerial Personnel (KMP) and their remuneration. The details of Remuneration Policy are stated in the Corporate Governance Report.The policy is available on the Company’s website at the weblink: https://www.birlaprecision.com/documents/ investor/Polides/CQDE%20QF%20CQNDUCT%20 FQR%20BOARD%20QF%20PI RECTORS%20 AND%20SENIQR.pdf.

The policy contains, inter-alia, principles governing Directors’, KMPs, Senior Management Personnel appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of Directors, etc.

h. Code of Conduct.:

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and specified employees in the course of day-to-day business operations of the Company. The Company believes in “Zero Tolerance” against bribery, corruption and unethical dealings/behaviour in any form and the Board has laid down certain directives to counter such acts. Such code of conduct has also been placed on the Company’s website. The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders.The Code gives guidance through examples on the expected behaviour from an employee in a given situation and the reporting structure. All the Board Members and the Senior Management Personnel have confirmed compliance with the Code. A declaration to this effect signed by the Whole Time Directors of the Company appears elsewhere in this Annual Report.

VI. MEETINGS QFTHE BOARD:

During the financial year 2022-23,7(seven) Board meetings were convened.

The details of Board and Committee meetings held during the year under review, are given in the Corporate Governance Report, and is annexed as an ‘Annexure - IV’ to this Board’s Report. The gap between these meetings was within the prescribed period under the Act and the SEBI Listing Regulations.

VII. COMMITTEES OF BOARD:

In accordance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board had the following Four (4) Committees as on March 31,2023:

• Audit Committee,

• Nomination and Remuneration Committee,

• Stakeholders Relationship Committee,

• Corporate Social Responsibility Committee

A detailed update on the Board, its committees, its composition, detailed charter includingterms of reference of various Board Committees, number of committee meetings held, and attendance of the directors at each meeting is provided in the Corporate Governance Report, which forms part of this Annual Report.

VIII. PARTICULARS OF CONTRACTS WITH RELATED PARTIES / RELATED PARTY TRANSACTIONS:

In line with the requirements of the Companies Act, 2013 and amendment to the Listing Regulations, the Company has formulated a revised Policy on Related Party Transactions for the purpose of identification and monitoring of such transactions. The policy on related party transactions is available on the Company’s website at https://www.birlaprecision.com/documents/investor/ Policies/Policy-Related-Party Transaction.pdf

All related party transactions are placed before the meeting(s) of Audit Committee for its review and approval. Prior/Omnibus approval of the Audit Committee is obtained on an annual basis for a financial year, for the transactions which are of a foreseen and repetitive in nature. The statement giving details of all

related party transactions entered into pursuant to the omnibus approval together with relevant information are placed before the Audit Committee for review and updated on quarterly basis.

All Related Party Transactions entered during the year were in Ordinary Course of the Business and at Arm’s Length basis. During the year under review, the Company has not entered into any contracts/ arrangements/ transactions with related parties which qualify as material in accordance with the Policy of the Company on materiality of related party transactions. Hence, the disclosure of Related Party Transactions as required under Section I34(3)(h) of the Companies Act 2013 in FormAOC-2’ is not applicable.

IX. INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY:

The Act introduced regulations with focus on control and compliance requirements, in light of which, the Company has laid down internal financial controls across various processes prevalent in the organization. These controls have been established at the entity as well as process level and are designed to ensure compliance to internal control requirements, regulatory compliance and enable appropriate recording of financial and operational information.The Company has reviewed the effectiveness of its internal financial controls by adopting a systematic approach to assess the design and its operating effectiveness.

During the financial year 2022-23, such controls were tested and no reportable material weakness in the design or operation was observed. The Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements.

X. AUDITORS AND AUDITORS’REPORT:

a) Statutory Auditors & their Report:

The Company’s Statutory Auditors, M/s. Valawat & Associates, Chartered Accountants (ICAI Firm Registration No. 003623C) were appointed as Statutory Auditors ofthe Company for a period of five consecutive years at the 33^rd Annual General Meeting held on 29th December, 2020 on a remuneration mutually agreed upon by the Board of Directors and the Statutory Auditors. The requirement of

seeking ratification of members for continuing the appointment of Statutory Auditors at every AGM was withdrawn by the Companies (Amendment) Act, 2017 w.e.f. May 7,2018.

M/s. Valawat & Associates, Chartered Accountants have confirmed that they are eligible and are in compliance with the provisions specified under Section 141 (3)(g) of the Act and they are not disqualified to act as Statutory Auditors in terms of the provisions of Sections 139 and 141 of the Act and the Companies (Audit and Auditors) Rules, 2014. The Report of the Statutory Auditor forming part of the Annual Report, does not contain any qualification, reservation, adverse remark or disclaimer. The observations made in the Auditors’ Report are self-

explanatory and therefore do not call for any further comments.

b) Secretarial Auditor & their Report:

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board had appointed Mr. Anil Kumar Somani Proprietor of Anil Somani & Associates, Company Secretaries in Practice, to undertake the Secretarial Audit of the Company for the financial year ended March 31, 2023.

The Secretarial Audit Report for the financial year ended March 31, 2023 is enclosed to this report as “Annexure 11". The Secretarial Audit Report is selfexplanatory except below observations:

c) Internal Auditor:

The Board, upon the recommendation of the Audit Committee, has appointed M/s. Samp & Co., Chartered Accountants bearing Firm Registration Number: 023782N as the Internal Auditors of the Company for the financial year ended 2023-24. M/s Samp & Co., Chartered Accountants have confirmed their eligibility and have granted their consent to act as Internal Auditors of the Company for the financial year 2023 - 24.

d) Cost Auditor:

Pursuant to the provisions of Section 148 and all other applicable provisions of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, on recommendations of Audit Committee, your Directors had appointed Mr. Jayant Galande Cost Auditor to audit the cost accounts of the Company for the Financial Year ending 31st March, 2023 at a remuneration of ? 75,000/- p.a. (Rupees Seventy-Five Thousand Only) plus applicable GST and reimbursement of out of pocket expenses etc. As required under the Act, the remuneration payable to the cost auditor is required to be placed before the members in a general meeting for their ratification.

XI. CONSERVATION OF ENERGY-TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNINGS AND OUTGO:

In accordance with the provisions of Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, required information relating to the conservation of energy, technology absorption and foreign exchange earnings and outgo is given in the “Annexure III” to the Board’s Report.

XII .CORPORATE GOVERNANCE:

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI. The Company has implemented several best Corporate Governance Practices as prevalent globally.

In compliance with Regulation 34 and Schedule V of SEBI (LODR) Regulations, 2015, report on the Corporate Governance is annexed as “Annexure IV” and forms part of the Annual Report.

XIII. CORPORATE SOCIAL RESPONSIBILITY fCSRY

The Company’s guiding principle for CSR is to build its relationship with stakeholders and the community at large, and to contribute to their long term social good and welfare. Your company, as a matter of duty, has been carrying out the CSR activities since long even when there were no statutory requirements in this regard. In compliance of Section 135 of the Companies Act, 2013, your Company has constituted a Corporate Social Responsibility (CSR) Committee. The Corporate Social Responsibility (‘CSR’) Committee of the Board is responsible for evaluation and implementation of CSR Projects. Salient features of the CSR Policy are as follows:

• It lays down CSR Philosophy,Vision and Commitment of the Company.

• It specifies guidelines for implementation of CSR Projects through CSR Partners including eligibility criteria for CSR Partners.

• It also lays down roles and responsibilities of the CSR Committee.

During the year under review, no change was made in the CSR Policy. This Policy is disclosed on the Company’s website at https://www.birlaprecision. com/documents/investor/Policies/Policy-Corporate-Social-Res ponsibility.pdf.

XIV. VIGIL MECHANISM /WHISTLE BLOWER POLICY:

Your Company has in place a vigil mechanism for directors and employees to report concerns about unethical behaviour, actual or suspected fraud or violation of your Company’s Code of Conduct. Under the vigil mechanism of the Company, which also incorporates a Whistle Blower Policy in terms of Regulation 22 of the SEBI Listing Regulations, protected disclosures can be made by a whistle blower through an e-mail, or dedicated telephone line or a letter to the Chairman of the Audit Committee. Adequate safeguards are provided against victimization to those who avail of the vigil mechanism.

The Whistle Blower Policy is available on the Company’s website at the weblink: https://www.birlaprecision.com/ documents/investor/Policies/Whistleblower%20Policv.pdf.

XV. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:

As required under the Sexual Harassment ofWomen at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder, the Company has implemented a policy on prevention, prohibition and redressal of sexual harassment at workplace. This has been widely communicated internally.Your Company has constituted ‘Internal Complaints Committee’ to redress complaints relating to sexual harassment at its workplaces. The Company has not received any complaints relating to sexual harassment during financial year 2022-23.

XVI. SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS:

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

XVII. ANNUAL RETURN:

The Annual Return of the Company as of 3 I st March, 2023, in Form MGT - 7 in accordance with Section 92(3) of the Companies Act 2013 read with the Companies (Management and Administration) Rules, 2014, is available on the website of the Company at https://www.birlaprecision.com/uploads/news/Annual-Return 2022-2023.pdf-Active.pdf

By virtue of an amendment to Section 92(3) of the Companies Act, 2013, the Company is not required to provide an extract of the Annual Return (form MGT- 9) as part of the Board’s Report.

XVIII. PARTICULARS OF EMPLOYEES:

The information required pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees’ particulars which is available for inspection by the Members at the Registered Office/ Corporate Office of the Company during business hours on working days of the Company up to the date of the 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.

XIX. COMPLIANCE OF ACCOUNTING STANDARDS:

As per requirements of the SEBI Listing Regulations and applicable Accounting Standards, your Company has made proper disclosures in the Financial Statements.The applicable Accounting Standards have been duly adopted pursuant to the provisions of Sections I 29 and I 33 of the Act.

XX. COMPLIANCE OF SECRETARIAL STANDARDS:

The Company has complied with the Secretarial Standards (SS-I and SS-2), issued by the Institute of Company Secretaries of India and forming part of the Act, on meetings of the Board of Directors and General Meetings.

XXI. DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to the requirements under Section 134(5) read with Section I34(3)(c) of the Companies Act, 2013 with respect to the Directors’ Responsibility Statement, it is hereby confirmed that:

a. in the preparation of the annual accounts, for the financial year ended March 31, 2023, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

b. the directors had 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 at March 3 1,2023, and of the profit/ loss of the Company for the financial year from April 1,2022, to March 31,2023.;

c. the directors had 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 had prepared the annual accounts on a going concern basis;

e. the directors, had 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 had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate.

XXII. REPORTING OF FRAUDS BY AUDITORS:

During the year under review, neither the statutory auditors nor the secretarial auditors reported to the Audit Committee, of any instances of fraud committed in the Company by its officers or employees, as required under Section 143(12) of the Act.

XXIII. MATERIALCHANGES AFFECTING THE FINANCIAL POSITION OFTHE COMPANY:

No material changes and commitments other than in the normal course of business have occurred after the close of the year till the date of this Report, which affect the financial position of the Company. However, during the year under review, the Company has incorporated a subsidiary company named as “Birla Durotool Private Limited” dated 20^th December, 2022.

XXIV. CHANGE IN THE NATURE OF COMPANY’S BUSINESS:

There has been no change in the nature of business of the Company.

XXV. RISK MANAGEMENT:

The provisions of Regulation 21 (Risk Management Committee) of the SEBI Listing Regulations do not apply to our Company. However, pursuant to Regulation I 7(9) of the SEBI Listing Regulations, the Company has implemented a Risk Management framework which is comprehensive in nature, providing guidance on identification and mitigation of the various risks that the Company may face in the conduct of its business.

The specific objectives of this framework are:

• To identify and assess various business risks arising out of internal and external factors that affect the business of the Company;

• To work out methodology for managing and mitigating the risks;

• To establish a framework for the Company’s risk management process and to ensure its implementation;

• To enable compliance with appropriate regulations, wherever applicable, through the adoption of best practices; and

• To assure business continuity, sustained growth with financial stability.

XXVI. ACKNOWLEDGEMENTS:

Your directors would like to express their sincere appreciation for the assistance and co-operation received from various stakeholders including financial institutions and banks, Government authorities and other business associates who have extended their valuable support and encouragement during the year under review.

Your directors take this opportunity to place on record their appreciation for the committed services rendered by the employees of the Company at all levels, who have contributed significantly towards the Company’s performance and for enhancing its inherent strength. Your Directors also acknowledge with gratitude the encouragement and support extended by our valued shareholders.

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Mar 31, 2018

To,
The Members
Your Directors are pleased to present the Thirty First Annual Report on the business and operations of the Company together with the Audited Financial Statements for the Financial Year ended 31st March, 2018.

FINANCIAL HIGHLIGHTS

(` In Lakhs)

Particulars	2017-18	2016-17
Total turnover including other income	18928.57	16899.23
Profit Before Interest, Depreciation, Exceptional Items and Tax	1381.14	1153.55
Less: Deprecation	629.26	629.45
Less: Interest & Financial Charges	494.92	456.20
Profit/(Loss) Before Exceptional Items and Tax	256.96	67.90
Less: Exceptional Items	-	2925.93
Less: Provision for taxation	(6.01)	6.32
Profit/(Loss) after Tax	262.97	(2864.35)
Add: Other Comprehensive Income Net of Tax	44.04	(35.78)
Total Comprehensive Income carried to Other Equity	307.01	(2900.13)

PERFORMANCE REVIEW

The turnover including other income of the Company for the Financial Year 2017-18 amounted to ` 18928.57 Lakhs as against last year’s ` 16899.23 Lakhs.The Profit/(Loss) before exceptional items and tax is ` 256.96 Lakhs as against ` 67.90 Lakhs of last year. Profit/(Loss) for the year stood ` 307.01 Lakhs as against loss of ` (2900.13) Lakhs of last year.

DIVIDEND

Your Directors have not recommended dividend for the year ended 31st March, 2018.

UNCLAIMED DIVIDENDS

Pursuant to the provisions of Section 125 of the Companies Act, 2013 and the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, the amount of unpaid dividends that are lying unclaimed for a period of 7 consecutive financial years from the date of its transfer to the unpaid dividend account, is liable to be transferred to the Investors’ Education & Protection Fund (IEPF). Accordingly, the unclaimed dividend amounting to ` 13893/-, in respect of the Financial Year
2008-09 was transferred to the IEPF on 18th August, 2017.

SHARE CAPITAL

The paid up Equity Share Capital as on 31st March, 2018 stood at `1053.04 Lakhs consisting of 52651756 No. of shares of ` 2 /- each. During the year under review, the Company has not issued any shares or convertible instruments.

NATURE OF BUSINESS

There was no change in the nature of business during the Financial Year 2017-18.

SUBSIDIARIES, ASSOCIATES & JOINT VENTURES

Your Company does not have any Subsidiary, Associate & Joint Venture Company.

CORPORATE GOVERNANCE

The disclosures as required under Schedule V to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are annexed with and forms part of this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS

As required under Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Management
Discussion and Analysis forms part of the Annual Report.

DIRECTORS

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mrs. Avanti Birla (DIN 00167903) retires by rotation at the ensuing Annual General Meeting and being eligible offers herself for re-appointment. Accordingly, her re-appointment forms part of the notice of the ensuing Annual General Meeting.
Mrs. Deepti Jain (DIN 08076387) was appointed as an Additional Director w.e.f. 28th February, 2018 to hold office upto the date of the ensuing Annual General Meeting. She is proposed to be appointed as Non-Executive Independent Director of the Company for a period of three years.
Ms. Soni Kanojia (DIN 07790957) Non-Executive Independent Director of the Company has resigned from the Board w.e.f. 18th
January, 2018.The Board places on record her appreciation for the services rendered by her.

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

The following material changes and commitment occurred during the year under review affecting the financial position of the
Company.
The Company has allotted 1865671 Equity Shares at ` 8.04/- each (including ` 6.04 premium each) to M/s. Zenith Dyeintermediates Limited, Promoter Company on 20th June, 2018. Total no. of issued, paid up and subscribed shares as on the date are 54,517,427 amounting to ` 109,034,854/-.The effect of the same will be reported to the next Financial Year 2018-19.

KEY MANAGERIAL PERSONNELS (APPOINTMENT & CESSATION)

None of the KMP of your Company resigned from their respective positions in the Company.

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS PURSUANT TO SECTION 149(7) OF THE ACT

All the independent directors have submitted a declaration pursuant to Section 149(7) of the Companies Act, 2013 stating that they meet the criteria of independence as stipulated in Section 149(6).

As required by Section 134(3)(c) of the Companies Act, 2013, your Board of Directors hereby state:
(a) that in the preparation of the Annual Financial Statements for the year ended 31st March, 2018, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;
(b) that such accounting policies as mentioned in the Notes to the Financial Statements have been selected and applied them consistently and 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 at 31st March, 2018 and of Profit of the Company for the Year ended on that date;
(c) that the Directors have taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
(d) that the annual accounts have been prepared on a going concern basis and;
(e) that directors has laid down internal financial controls to be followed by the Company and such internal financial controls are
adequate and operating effectively;
(f) that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

PLEDGE OF SHARES

None of the Equity Shares of the Directors of the Company are pledged with any Banks or Financial Institutions.

DEPOSITS

The Company has neither accepted nor renewed any amount falling within the purview of provisions of Section 73 of the Companies Act 2013 (“the Act”) read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review. Hence, the requirement for furnishing of details of deposits in compliance with the Chapter V of the Act is not applicable.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

In accordance with the provisions of Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, required information relating to the conservation of energy, technology absorption and foreign exchange earnings and outgo is given in the “Annexure A” to the Board’s Report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company has undertaken activities as per the CSR Policy available on the Company’s website www.birlaprecision.in. and the
Annual Report on CSR activities is enclosed vide “Annexure B” forming part of this report.

REPORTING OF FRAUDS

There have been no instances of fraud reported by the Auditors under Section 143(12) of the Act and Rules framed thereunder either to the Company or to the Central Government.

EXTRACT OF ANNUAL RETURN

Pursuant to the provisions of Section 134(3)(a) of the Act, 2013, Extract of the Annual Return for the Financial Year ended 31st
March 2018 made under the provisions of Section 92(3) of the Act in Form MGT 9 is annexed herewith as “Annexure C”. AUDITORS

i) Statutory Auditors

M/s. Thakur, Vaidyanath Aiyar & Co., Chartered Accountants, were appointed as Statutory Auditors of the Company at the Annual General Meeting held on 30th September, 2015, for a term of five years. As per the provisions of Section 139 of the Companies Act, 2013, appointment of Auditors is required to be ratified by Members at every Annual General Meeting.
However, in accordance with the Companies Amendment Act, 2017, enforced on 7th May, 2018 by the Ministry of Corporate
Affairs, the appointment of Statutory Auditors is not required to be ratified at every Annual General Meeting.
The Report given by the Auditors on the financial statement of the Company is part of this Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.

ii) Cost Auditors

Pursuant to the provisions of Section 148 and all other applicable provisions of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, on recommendations of Audit Committee, your Directors had appointed Mr. Jayant Galande Cost Auditor to audit the cost accounts of the Company for the Financial Year ending 31st March, 2019 at a remuneration of
`1,00,000/- p.a. (Rupees One Lakh Only) plus applicable GST and reimbursement of out of pocket expenses etc.,.As required under the Act, the remuneration payable to the cost auditor is required to be placed before the members in a general meeting for their ratification.

iii) 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 Mr. Rohit Keswani, Practicing Company Secretary to undertake the Secretarial Audit of the Company for the Financial Year 2017-18. The Secretarial Audit Report is annexed herewith as “Annexure E”.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES (REFERRED TO IN SUB SECTION (1) OF SECTION 188 OF THE COMPANIES ACT, 2013)

All transactions with related parties were on arm’s length basis and in the ordinary course of business. There was no material related party contract during the year. Form AOC-2 as required under Section 134 (3)(h) is enclosed as “Annexure D” to this report.

RISK MANAGEMENT

The Company has laid down the procedures to inform to the Board about the risk assessment and minimization procedures and the Board has formulated Risk Management Policy to ensure that the Board, its Audit Committee and its Executive Management should collectively identify the risks impacting the Company’s business and document their process of risk identification, risk minimization, risk optimization as a part of a risk management policy/ strategy.At present there is no identifiable risk which, in the opinion, of the Board may threaten the existence of the Company.

The Company has adequate Internal Control System commensurate with its size and nature of business. Internal Audit is periodically conducted by an external firm of Chartered Accountants who monitors and evaluates the efficiency and adequacy of Internal Control System in the Company, its compliance of all locations of the Company. Based on the report of internal audit function, concern person/department undertakes corrective actions and thereby strengthens the controls. During the year under review, no material or serious observation has been observed.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

During the year under review, your Company has not received any complaint under the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

In terms of Section 177 of the Companies Act, 2013, Rules framed thereunder and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has put in place a system through which the Directors and Employees may report concerns about unethical behavior, actual or suspected fraud or violation of the Company’s Code of Conduct & Ethics without fear of reprisal.The Employees and Directors may report to the Compliance Officer and have direct access to the Chairman of the Audit Committee.The Whistle Blower Policy is placed on the website of the Company www.birlaprecision.in.

BOARD MEETINGS

During the Financial Year, Seven (7) Meetings of Board of Directors were held on 13th April, 2017, 29th May, 2017, 28th June, 2017,
02nd September, 2017, 14th September, 2017, 27th November, 2017 and 14th February, 2018 respectively.

COMMITTEES OF THE BOARD

The Board of Directors has the following Committees:
1. Audit Committee
2. Nomination and Remuneration Committee
3. Corporate Social Responsibility Committee
4. Stakeholders’ Relationship Committee
The details of the Committees along with their composition, number of meetings and attendance at the meetings are provided in the Corporate Governance section of this Report.

NOMINATION & REMUNERATION COMMITTEE & POLICY

The Board has in accordance with the provisions of sub-section (3) of Section 178 of the Companies Act, 2013, formulated the policy setting out the criteria for determining qualifications, positive attributes, independence of a Director and policy relating to remuneration for Directors, Key Managerial Personnels and other employees. The details of the same has been disclosed in the Corporate Governance Report.

Pursuant to the provisions of Section 178 of the Companies Act, 2013 read with Rules framed thereunder and provisions of Schedule IV to the Act as well as the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual performance evaluation programme for the Board of Directors, Committees of the Board and Individual Directors for the Financial Year 2017-18.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS The Company has not received any significant & material order passed by the Regulators or Courts. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

During the year under review, the Company has not given any loans and guarantees and has not made any investments. Details of
Investments covered under the provisions of Section 186 of the Act are given in the notes to the Financial Statements.

PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section
136 of the Act, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees’ particulars which is available for inspection by the Members at the Registered Office/Corporate Office of the Company during business hours on working days of the Company up to the date of the 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.

LISTING OF SHARES

Your Company’s shares are listed on BSE under Scrip Code 522105.The ISIN code of the Company is INE372E01025.

ENVIRONMENT AND SAFETY

The Company is conscious of the importance of environmentally clean and safe operations.The Company’s policy requires conduct of operations in such a manner, so as to ensure safety of all concerned, compliances of environmental regulations and preservation of natural resources.

ENHANCING SHAREHOLDERS VALUE

Your Company believes that its Members are among its most important stakeholders. Accordingly, your Company’s operations are committed to the pursuit of achieving high levels of operating performance and cost competitiveness, consolidating and building for growth, enhancing the productive asset and resource base and nurturing overall corporate reputation. Your Company is also committed to creating value for its other stakeholders by ensuring that its corporate actions positively impact the socio-economic and environmental dimensions and contribute to sustainable growth and development.

ACKNOWLEDGEMENTS

Your Directors gratefully acknowledge the support given by the Customers, Dealers, Distributors, Suppliers, Bankers, various departments of the Central and State Governments, Local Authorities and also the Shareholders of the Company.
Your Directors would further like to record their appreciation for the unstinted effort put by all Employees of the Company during the year.
By Order of the Board of Directors
For Birla Precision Technologies Limited

Place: Mumbai                                          Vedant Birla

Date: 14th August, 2018                            Chairman & Managing Director

---

Mar 31, 2016

To the Members,

The Directors are pleased to present the Twenty Ninth Annual Report on the business and operations of the Company together with the Audited Statements of Accounts for the financial year ended 31^st March, 2016.

1. FINANCIAL PERFORMANCE

(Rs.in Lakhs)

Particulars	2015-16	2014-15
Total turnover including other income	15376.84	15886.54
Profit before Interest, Depreciation and Tax	748.25	1405.94
Less: Deprecation	588.99	661.12
Less: Interest & Financial Charges	486.09	742.63
Profit / (Loss) Before tax	(326.83)	2.19
Less: Provision for taxation	(219.11)	61.48
Profit/(Loss) for the year	(107.72)	(59.29)

2. PERFORMANCE REVIEW

The turnover including other income of the Company for the financial year 2015-16 stood at Rs. 15376.84 Lakhs as against last year’s Rs.15886.54 Lakhs. The Profit/(Loss) before tax is Rs.(326.83) Lakhs as against Rs.2.19 Lakhs of last year. Profit/(Loss) for the year stood Rs. (107.72) Lakhs as against Rs. (59.29) Lakhs of last year. There was no change in nature of the business of the Company, during the year under review.

3. DIVIDEND

Your Directors have not recommended dividend for the financial year ended 31^st March, 2016.

4. SHARE CAPITAL

The paid up Equity Share Capital as on 31^st March, 2016 stood at 52651756 no. of shares. During the year under review, the Company has not issued any shares or convertible instruments.

5. SUBSIDIARIES, ASSOCIATES & JOINT VENTURES

Your Company does not have any Subsidiary, Associate & Joint Venture Company.

6. CORPORATE GOVERNANCE

The disclosures as required under Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are annexed with and forms part of this annual report.

7. MANAGEMENT DISCUSSION AND ANALYSIS

As required under Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Management Discussion and Analysis forms part of the Annual Report

8. DIRECTORS

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mrs. Avanti Birla (DIN 00167903) retires by rotation at the ensuing Annual General Meeting and being eligible offers herself for reappointment. Accordingly, her re-appointment forms part of the notice of the ensuing Annual General Meeting.

Mr. Shamraj Gilbile (DIN 07355813) who was appointed as an Additional Director of the Company w.e.f. 04^th December, 2015 as a Whole Time Director of the Company for a period of three years w.e.f. 04^th December, 2015 subject to the approval of the Shareholders at the ensuring Annual General Meeting, has since resigned from Directorship w.e.f. 28^th June, 2016. The Board places on record their sincere appreciation for the services rendered by him.

Mr. Vedant Birla (DIN 03327691) is appointed as an Additional Director of the Company w.e.f. 18^th May, 2016 to hold office up to the date of the forthcoming Annual General Meeting and as Chairman & Managing Director of the Company for a period of three years w.e.f. 18^th May, 2016 subject to the approval of the Shareholders at the ensuing Annual General Meeting.

Mr. Jainarayan Bajaj (DIN 03167975), is appointed as an Additional Independent Director on the Board of the Company w.e.f. 01^st October, 2015 to hold office up to the date of the ensuing Annual General Meeting. Mr. Satyanarayan Baheti (DIN 06933453) and Mr. Ritesh Joshi (DIN 07545241), are appointed as Additional Independent Directors on the Board of the Company w.e.f. 11^th August, 2016 to hold office up to the date of the ensuing Annual General Meeting. Mr. Jainarayan Bajaj, Mr. Satyanarayan Baheti and Mr. Ritesh Joshi is proposed to be appointed as Independent Director of the Company for a period of three years. The Company has received declaration from the said Director confirming that they meet the criteria of Independence as prescribed under Section 149(6) the Companies Act, 2013.

Mr. Om Prakash Jain (DIN 02553210) is appointed as an Additional Director w.e.f. 18^th May, 2016 to hold office up to the date of the ensuing Annual General Meeting categorized as Non Executive Director. Mr. Om Prakash Jain shall be liable to retire by rotation.

The resolution seeking approval of the Members of Mr. Jainarayan Bajaj, Mr. Vedant Birla, Mr. Om Prakash Jain, Mr. Satyanarayan Baheti and Mr. Ritesh Joshi for their respective appointment as Directors have been incorporated in the notice of the forthcoming Annual General Meeting of the Company along with brief details about them. The Company has received a notice under Section l60 of the Act along with requisite deposit proposing their appointment.

Mr. Kasturirangan Narayanan (DIN 07246744), and Mr. Shiv Charan Agarwal (DIN 00956339) Independent Directors of the Company have resigned from the Board w.e.f. 14^th August, 2015 and 01^st October, 2015 respectively. The Board places on record their sincere appreciation for the services rendered by them.

9. KEY MANAGERIAL PERSONNEL (APPOINTMENT & RESIGNATION)

In accordance with provisions of section 203 of the Companies Act, 2013 and the rules made there under the Company has appointed Mr. Shamraj Gilbile as Whole Time Director w.e.f. 4^th December, 2015 and Mr. Vedant Birla as Managing Director w.e.f. 18^th May, 2016 as Key Managerial Personnel. Mr. Shamraj Gilbile resigned as Key Managerial Perssonnel w.e.f. 28^th June, 2016.

10. DIRECTORS'' RESPONSIBILITY STATEMENT

As required by Section l34(3)(c) of the Companies Act, 2013, your Board of Directors hereby state:

(a) that in the preparation of the annual financial statements for the year ended 31st March, 2016, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

(b) that such accounting policies as mentioned in the Notes to the Financial Statements have been selected and applied them consistently and 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 at 31^st March, 2016 and the Statement of Profit & loss of the Company for the year ended on that date;

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

(d) that the annual accounts have been prepared on a going concern basis and;

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

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

11. PLEDGE OF SHARES

None of the equity shares of the Directors of the Company are pledged with any banks or financial institutions.

12. PUBLIC DEPOSITS

The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act 2013 (“the Act”) read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review. Hence, the requirement for furnishing of details of deposits which are not in compliance with the Chapter V of the Act is not applicable.

13. DISCLOSURES UNDER SECTION 134(3)(l) OF THE COMPANIES ACT, 2013:

No material changes and commitments which could affect the Company’s financial position have occurred between the end of the financial year of the Company and date of this report.

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

In accordance with the provisions of Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, required information relating to the conservation of energy, technology absorption and foreign exchange earnings and outgo is given in the “Annexure A” to the Directors’ Report.

15. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Your Company has developed a CSR Policy which indicates the activities to be undertaken by the Company as specified in Schedule VII of the Companies Act, 2013. The CSR Policy has been uploaded on the website of the Company at www.birlaprecision.in.

The Annual Report on CSR activities is annexed herewith as “Annexure B”.

16. EXTRACT OF ANNUAL RETURN

Pursuant to the provisions of Section I34(3)(a) of the Companies Act, 2013, Extract of the Annual Return for the financial year ended 3I^stMarch 2016 made under the provisions of Section 92(3) of the Act in form MGT 9 is annexed herewith as “Annexure C”.

17. AUDITORS

17.1. Statutory Auditors

Pursuant to the provisions of Section 139 of the Act and rules framed there under, M/s. Thakur, Vaidyanath Aiyar & Co., Chartered Accountants, were appointed as Statutory Auditors of the Company from the conclusion of the twenty eight annual general meeting (AGM) of the Company held on 30^th September, 2015 till the conclusion of AGM to be held in the year 2020, subject to ratification of their appointment at every AGM. They have confirmed their eligibility and submitted the Certificate in writing that their appointment, if ratified, would be within the prescribed limit under the Act and they are not disqualified for appointment.

The Auditor’s Report does not contain any qualification, reservation or adverse remark.

A Resolution seeking member’s approval for ratification of appointment of Statutory Auditor forms part of the Notice convening the Annual General Meeting.

17.2. Cost Auditors

Pursuant to the provisions of Section 148 and all other applicable provisions of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, on recommendations of Audit Committee, your Directors had appointed Mr. Jayant Galande Cost Auditor to audit the cost accounts of the Company for the financial year ending 31^st March, 2017 on a remuneration of Rs. 1,50,000/- p.a (Rupees One Lakh Fifty Thousand Only) plus applicable taxes and reimbursement of out of pocket expenses etc.,. As required under the Companies Act, 2013, the remuneration payable to the cost auditor is required to be placed before the members in a general meeting for their ratification.

17.3. 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 Mrs. Smitha Singh, Practicing Company Secretary to undertake the Secretarial Audit of the Company for the financial year 2015-16. The Secretarial Audit Report is annexed herewith as ‘Annexure-D’. It does not contain any qualification, reservation or adverse remark except not spending of amount towards Corporate Social Responsibility (CSR) by the Company.

The Company has been working on identifying the projects for carrying out CSR activities; this has been taken more time than estimated looking at the total spending requirements.

18. RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the year under review were in the ordinary course of business and on arm’s length basis. The Company has not entered into any contract/arrangement/transaction with related parties which could be considered material in nature. All Related Party Transactions are placed before the Audit Committee as also the Board for approval. Prior omnibus approval of the Audit Committee is obtained for the transactions which are of a foreseen and repetitive nature. Necessary disclosures required under the Accounting Standards (AS-18) have been made in the notes to financial statemet. The Company has developed a Related Party Transactions Policy which has been uploaded on the website of the Company and web-link thereto has been provided in the Corporate Governance report.

19. RISK MANAGEMENT

The Company has laid down the procedures to inform to the Board about the risk assessment and minimization procedures and the Board has formulated Risk management policy to ensure that the Board, its Audit Committee and its executive management should collectively identify the risks impacting the Company’s business and document their process of risk identification, risk minimization, risk optimization as a part of a risk management policy/ strategy. At present there is no identifiable risk which, in the opinion, of the Board may threaten the existence of the Company.

20. ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company has adequate Internal Control System commensurate with its size and nature of business. Internal Audit is periodically conducted by an external firm of Chartered Accountants who monitors and evaluates the efficiency and adequacy of internal control system in the Company, its compliance all locations of the Company. Based on the report of internal audit function, concern person/department undertakes corrective actions and thereby strengthens the controls. During the year under review, no material or serious observation has been observed.

21. VIGIL MECHANISM / WHISTLE BLOWER POLICY

In terms of Section 177 of the Companies Act, 2013, Rules framed there under and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Company has put in place a system through which the Directors and employees may report concerns about unethical behavior, actual or suspected fraud or violation of the Company’s Code of Conduct & Ethics without fear of reprisal. The employees and directors may report to the Compliance officer and have direct access to the Chairman of the Audit Committee. The Whistle-blower Policy is placed on the website of the Company www.birlaprecision.com.

22. BOARD MEETINGS

During the financial year, Seven (7) Meeting of Board Director were held on 29^th May, 2015, 22^nd July, 2015, 27^th July, 2015, 12^th August, 2015, 04^th November, 2015, 04^th December, 2015 and 05^th February, 2016 respectively.

23. AUDIT COMMITTEE

The Board has well-qualified Audit Committee with majority of Independent Directors including Chairman. They possess sound knowledge on accounts, audit, finance, taxation, internal controls etc. As on 31^st March, 2016, it comprises of Mr. Jainarayan Bajaj as a Chairman, Mr. Mohandas Shenoy Adige & Ms. Avanti Birla as member of this Committee. The Company Secretary of the Company acts as Secretary of the Committee.

(Mr. Jainarayan Bajaj was inducted as member of the committee on 01^st October, 2015. Mr. Shiv Charan Agarwal was inducted as member of the committee 19^th May, 2015 and resigned w.e.f. 01^st October, 2015 and Mr. K. Narayanan was inducted as a member on 27^th July, 2015 and resigned w.e.f. 14^th August, 2015).

24. NOMINATION & REMUNERATION COMMITTEE & POLICY

The Board has in accordance with the provisions of sub-section (3) of Section 178 of the Companies Act, 2013, formulated the policy setting out the criteria for determining qualifications, positive attributes, independence of a Director and policy relating to remuneration for Directors, Key Managerial Personnel and other employees. The detail of the same has been disclosed in the corporate governance report.

25. BOARD EVALUATION

Pursuant to the provisions of Section 178 of the Companies Act, 2013 read with Rules framed there under and provisions of Schedule IV to the Act as well as the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the Board has carried out an annual performance evaluation programme for the Board of Director, Committees of the Board and Individual Directors for the financial year 2015-16.

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

The company, has not received any significant & material order passed by the regulators or Court.

27. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

During the year under review, the Company has not given any loans and guarantees and has not made any investments. Details of Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

28. PARTICULARS OF EMPLOYEES

The information required pursuant to Section I97 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees’ particulars which is available for inspection by the Members at the Registered Office/ Corporate Office of the Company during business hours on working days of the Company up to the date of the 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.

29. LISTING OF SHARES

Your Company’s shares are listed on BSE under Scrip Code 522105. The ISIN code of the Company is INE372E0I025.

30. ENVIRONMENT AND SAFETY

The Company is conscious of the importance of environmentally clean and safe operations. The Company’s policy requires conduct of operations in such a manner, so as to ensure safety of all concerned, compliances of environmental regulations and preservation of natural resources.

31. ENHANCING SHAREHOLDERS VALUE

Your Company believes that its Members are among its most important stakeholders. Accordingly, your Company’s operations are committed to the pursuit of achieving high levels of operating performance and cost competitiveness, consolidating and building for growth, enhancing the productive asset and resource base and nurturing overall corporate reputation. Your Company is also committed to creating value for its other stakeholders by ensuring that its corporate actions positively impact the socio-economic and environmental dimensions and contribute to sustainable growth and development.

32. ACKNOWLEDGEMENTS

Your Directors gratefully acknowledge the support given by the Customers, Dealers, Distributors, Suppliers, Bankers, various departments of the Central and State Governments, Local Authorities and also the Shareholders of the Company.

Your Directors would further like to record their appreciation for the unstinted effort put by all Employees of the Company during the year.

For and on behalf of the Board of Directors

Place: Mumbai Vedant Birla

Date: 12^th August, 2016 Chairman & Managing Director

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Mar 31, 2015

To the Members,

The Directors are pleased to present the Twenty Eight Annual Report on the business and operations of the Company together with the Audited Statements of Accounts for the financial year ended 31st March, 2015.

1. FINANCIAL PERFORMANCE

(Rs. in Lakhs)

Particulars 2014-15 2013-14

Total turnover including other income 15886.54 16236.30

Profit before Interest, Depreciation and Tax 1405.94 2121.94

Less: Deprecation 661.12 867.46

Less: Interest & Financial Charges 742.63 791.37

Profit Before tax 2.19 463.11

Less: Provision for taxation 61.48 178.64

Profit/(Loss) for the year (59.29) 284.47

2. PERFORMANCE REVIEW

The turnover including other income of the Company for the financial year 2014-15 stood at Rs. 15886.54 Lakhs as against last year's Rs. 16236.30 Lakhs. The Profit before tax is reduced to Rs. 2.19 Lakhs as against Rs. 463.11 Lakhs of last year. Profit/(Loss) for the year stood Rs.(59.29) Lakhs as against Rs. 284.47 Lakhs of last year. There was no change in nature of the business of the Company, during the year under review.

3. DIVIDEND

Your Directors have not recommended dividend for the financial year ended 31st March, 2015.

4. SHARE CAPITAL

The paid up Equity Share Capital as on 31st March, 2015 stood at 52651756. During the year under review, the Company has not issued any shares or convertible instruments.

5. SUBSIDIARIES, ASSOCIATES & JOINT VENTURES

Your Company does not have any Subsidiary, Associate & Joint Venture Company.

6. CORPORATE GOVERNANCE

The report on Corporate Governance certifying the compliance of Clause 49 of the Listing Agreement is included in the Annual Report. As mandated, the report on Management Discussion and Analysis, Corporate Governance and a certificate from Practicing Company Secretary regarding compliance with the conditions of Corporate Governance forms part of the Annual Report. Further, a declaration signed by Chief Executive Officer affirming compliance with the Company's Code of Conduct by all the Board members and senior management personnel is also given therein.

7. DIRECTORS

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mrs. Avanti Birla (DIN: 00167903) retires by rotation at the ensuing Annual General Meeting and being eligible offers herself for re-appointment. Accordingly, her re-appointment forms part of the notice of the ensuing Annual General Meeting.

Mr. Shiv Charan Agarwal (DIN 00956339) and Mr. Kasturirangan Narayanan (DIN: 07246744) were appointed as an Additional Independent Director on the Board of the Company w.e.f. 19th May, 2015 and 27th July, 2105 respectively and they hold office upto the date of the ensuing Annual General Meeting. They are proposed to be appointed as Independent Directors of the Company for a period of three years. The Company has received declarations from both the Independent Directors confirming that they meet the criteria of Independence as prescribed under the Companies Act, 2013 and Clause 49 of the Listing Agreement.

The resolution seeking approval of the Members for the appointment of Mr. Shiv Charan Agarwal and Mr. Kasturirangan Narayanan as Independent Directors have been incorporated in the notice of the forthcoming Annual General Meeting of the Company along with brief details about them. The Company has received a notice under Section 160 of the Act along with requisite deposit proposing their appointment.

Mr. Mahender Singh Arora (DIN 01697062), Managing Director & Chief Executive Officer and Mr. Augustine Kurias (DIN 00168563), Non-Executive Independent Directors of the Company has resigned from the Board w.e.f. 15th December, 2014 and 27th May, 2015 respectively.

The Board places on record their appreciation for the services rendered by them.

8. KEY MANAGERIAL PERSONNEL

In accordance with provisions of Section 203 of the Companies Act, 2013 and the rules made there under the Company has appointed Mr. Mukunda Mankar as Chief Financial Officer w.e.f. 27th May, 2014. Upon the resignation of Mr. Mahender Singh Arora as Managing Director & Chief Executive Officer of the company, Mr. Anil Choudhari was appointed as Chief Executive Officer of the Company w.e.f. 29th May, 2015, who has also resigned w.e.f. 31st July, 2015. Ms. Rupa Khanna is the Company Secretary and designated as Key Managerial Personnel (KMP) of the Company.

9. DIRECTORS' RESPONSIBILITY STATEMENT

As required by Section 134(3)(c) of the Companies Act, 2013, your Board of Directors hereby state:

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

(b) that such accounting policies as mentioned in the Notes to the Financial Statements have been selected and applied them consistently and 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 for the financial year 31st March, 2015 and Statement of Profit & Loss of the Company for the year ended on that date;

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

(d) that the annual accounts have been prepared on a going concern basis and;

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

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

(g) the above statement should be read with Resolution No. 8, 9, 10 and 11 for approval of Related Party Transaction for the financial year 2014-15 by the members of the Company alongwith the 'Annexure E'.

10. PLEDGE OF SHARES

None of the equity shares of the Directors of the Company are pledged with any banks or financial institutions.

11. PUBLIC DEPOSITS

The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act 2013 ("the Act") read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review. Hence, the requirement for furnishing of details of deposits which are not in compliance with the Chapter V of the Act is not applicable.

12. DISCLOSURES UNDER SECTION 134(3)(l) OF THE COMPANIES ACT, 2013:

No material changes and commitments which could affect the Company's financial position have occurred between the end of the financial year of the Company and date of this report.

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

In accordance with the provisions of Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, required information relating to the conservation of energy, technology absorption and foreign exchange earnings and outgo is given in the "Annexure A" to the Directors' Report.

14. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Board of your Company has constituted a CSR Committee. As on 31st March 2015, the Committee comprises of three Directors. Your Company has framed a CSR Policy which is carried in this Annual Report. Additionally, the CSR Policy has been uploaded on the website of the Company at www.birlaprecision.in.

The Report on CSR activities is annexed herewith as "Annexure B".

15. EXTRACT OF ANNUAL RETURN

Pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2013, Extract of the Annual Return for the financial year ended 31st March 2015 made under the provisions of Section 92(3) of the Act in Form MGT 9 is annexed herewith as "Annexure C".

16. AUDITORS

16.1. Statutory Auditors

Pursuant to the provisions of Section 139 of the Act and rules framed thereunder, M/s. Thakur, Vaidyanath Aiyar & Co., Chartered Accountants, appointed as Statutory Auditors of the Company from the conclusion of the twenty eight Annual General Meeting (AGM) of the Company to be held on 30th September, 2015 till the conclusion of 33rd AGM to be held in the year 2020, subject to ratification of their appointment at every AGM. They have confirmed their eligibility and submitted the Certificate in writing that their appointment, if ratified, would be within the prescribed limit under the Act and they are not disqualified for appointment.

The Auditor's Report does not contain any qualification, reservation or adverse remark.

16.2. Cost Auditors

Pursuant to the provisions of Section 148 and all other applicable provisions of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, on recommendations of Audit Committee, your Directors had appointed Mr. Jayant Galande Cost Auditor to audit the cost accounts of the Company for the financial year ending 31st March, 2016 on a remuneration of Rs. 1,50,000/- p.a (Rupees One Lakh Fifty Thousand Only) plus applicable taxes and reimbursement of out of pocket expenses etc.,. As required under the Companies Act, 2013, the remuneration payable to the cost auditor is required to be placed before the members in a general meeting for their ratification.

16.3. 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. Martinho Ferrao & Associates, Company Secretaries to undertake the Secretarial Audit of the Company for the financial year 2014-15. The Secretarial Audit Report is annexed herewith as 'Annexure-D'.

It does not contain any qualification, reservation or adverse remark except for Non appointment of Managing Director or Chief Executive Officer or Manager and in their absence, a whole-time Director, not spending of amount towards Corporate Social Responsibility (CSR) by the Company and the Related Party Transactions were entered into without adequate approval as required under the Companies Act, 2013.

As per the provision of the Section 203 of the Companies Act, 2013, the Company has appointed Mr. Anil Choudhari as Chief Executive Officer (KMP) w.e.f. 29th May, 2015 and the said provision of Section 203 of the Companies Act, 2013 is complied. The company was unable to spend the two per cent of the average net profit of the last three financial years as this is the first year of implementation of CSR Policy and it was time consuming to understand the exact nature of project, location of suitable site, finalization of project etc. However, the Company is in process of identifying the areas for implementation of CSR. The Company would ensure in future that all the provision are compiled to the fullest extent. The information available to the Audit Committee was not adequate to understand the need of the transaction, its benefits to the Company and satisfaction of the principal of Arm's Length. Audit Committee was not able to take an informed decision, hence recommended to the Board to take the members approval. Based on the recommendation of the Audit Committee the Board of Director of the Company has decided to take the approval from the members for the Related Party Transaction. The above statement should be read with Resolution No. 8, 9, 10 and 11 for approval of Related Party Transaction for the financial year 2014-15 by the members of the Company.

17. RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the year under review were in the ordinary course of business and on arm's length basis. The Company has not entered into any contract/arrangement/transaction with related parties which could be considered material in nature. All Related Party Transactions are placed before the Audit Committee as also the Board for approval. Prior omnibus approval of the Audit Committee is obtained for the transactions which are of a foreseen and repetitive nature. The above statement should be read with Resolution No. 8, 9, 10 and 11 for approval of Related Party Transaction for the financial year 2014-15 by the members of the Company. The detail of the transaction with Related Parties are provided as in "Annexure E" to the Director's Report.

The Company has developed a Related Party Transactions Policy which has been uploaded on the website of the Company and web-link thereto has been provided in the Corporate Governance report.

18. RISK MANAGEMENT

The Company has laid down the procedures to inform to the Board about the risk assessment and minimization procedures and the Board has formulated Risk management policy to ensure that the Board, its Audit Committee and its executive management should collectively identify the risks impacting the Company's business and document their process of risk identification, risk minimization, risk optimization as a part of a risk management policy/ strategy. At present there is no identifiable risk which, in the opinion, of the Board may threaten the existence of the Company.

19. ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company has adequate Internal Control System commensurate with its size and nature of business. Internal Audit is periodically conducted by an external firm of Chartered Accountants who monitors and evaluates the efficiency and adequacy of internal control system in the Company, its compliance all locations of the Company. Based on the report of internal audit function, concern person/department undertakes corrective actions and thereby strengthens the controls. These Internal Audit reports are also reviewed by the Audit Committee. The information available to the Audit Committee was not adequate to understand the need of the transaction, its benefits to the Company and satisfaction of the principal of Arm's Length. In veiw of this the Audit Committee was not able to take an informed decision, hence recommended to the Board to take the members approval. The above statement should be read with Resolution No. 8, 9, 10 and 11 for approval of Related Party Transaction for the financial year 2014-15 by the members of the Company alongwith the "Annexure E".

20. VIGIL MECHANISM / WHISTLE BLOWER POLICY

In line with the best Corporate Governance practices, Company has put in place a system through which the Directors and employees may report concerns about unethical behaviour, actual or suspected fraud or violation of the Company's Code of Conduct & Ethics without fear of reprisal. The employees and directors may report to the Compliance officer and have direct access to the Chairman of the Audit Committee. The Whistle-blower Policy is placed on the website of the Company www.birlaprecision.in.

21. BOARD MEETINGS

During the financial year, four (4) Meeting of Board Director were held on 27th May, 2014, 14th August, 2014, 12th November, 2014 and 12th February, 2015 respectively.

22. AUDIT COMMITTEE

The Board has well-qualified Audit Committee with majority of Independent Directors including Chairman. They possess sound knowledge on accounts, audit, finance, taxation, internal controls etc. As on 31st March, 2015, it comprises of Mr. Augustine Kurias as a Chairman, Mr. Mohandas Shenoy Adige & Mrs. Avanti Birla as member of this Committee. The Company Secretary of the Company acts as Secretary of the Committee.

Mr. Augustine Kurias has resigned from the Board and committee w.e.f 27th May, 2015.

23. NOMINATION & REMUNERATION COMMITTEE & POLICY

The Board has in accordance with the provisions of sub-section (3) of Section 178 of the Companies Act, 2013, formulated the policy setting out the criteria for determining qualifications, positive attributes, independence of a Director and policy relating to remuneration for Directors, Key Managerial Personnel and other employees. The detail of the same has been disclosed in the corporate governance report.

24. BOARD EVALUATION

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

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

The company, being the guarantor for M/s. Zenith Birla (India) Limited, has received the possession notice under Securitization & Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002 (SARFAESI) from State Bank of India Mumbai Branch, by which they have taken symbolic possession of the property situated at (i) District Nasik and (ii) One of the property out of three situated at Aurangabad.

26. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

During the year under review, the Company has not given any loans and guarantees and has not made any investments. Details of Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

27. PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees' particulars which is available for inspection by the Members at the Registered Office/ Corporate Office of the Company during business hours on working days of the Company up to the date of the 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.

28. LISTING OF SHARES

Your Company's shares are listed on BSE under Scrip Code 522105. The ISIN code of the Company is INE372E01025.

29. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY

No material changes and commitments affecting the financial position of the Company occurred in between the end of the previous financial year till the end of this financial year to which the statements relate on the date of this report.

30. ENVIRONMENT AND SAFETY

The Company is conscious of the importance of environmentally clean and safe operations. The Company's policy requires conduct of operations in such a manner, so as to ensure safety of all concerned, compliances of environmental regulations and preservation of natural resources.

31. ENHANCING SHAREHOLDERS VALUE

Your Company believes that its Members are among its most important stakeholders. Accordingly, your Company's operations are committed to the pursuit of achieving high levels of operating performance and cost competitiveness, consolidating and building for growth, enhancing the productive asset and resource base and nurturing overall corporate reputation. Your Company is also committed to creating value for its other stakeholders by ensuring that its corporate actions positively impact the socio-economic and environmental dimensions and contribute to sustainable growth and development.

32. ACKNOWLEDGEMENTS

Your Directors gratefully acknowledge the support given by the Customers, Dealers, Distributors, Suppliers, Bankers, various departments of the Central and State Governments, Local Authorities and also the Shareholders of the Company.

Your Directors would further like to record their appreciation for the unstinted effort put by all Employees of the Company during the year.

For and on behalf of the Board of Directors

Place: Mumbai S.C.Agarwal M.S.Adige

Date: 12th August, 2015 Director Director

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Mar 31, 2014

To the Members,

The Directors are pleased to present the Twenty Seventh Annual Report on the business and operations of the Company together with the Audited Statements of Accounts for the financial year ended 31st March, 2014.

FINANCIAL RESULTS:

(Rs. in Lakhs)

Particulars 2013-14 2012-13

Net sales including other operating Income 16236.30 17323.86

Profit before Interest and Tax 1254.48 1768.08

Less: Interest & Financial Charges 791.37 846.57

Profit before taxation 463.11 921.51

Less: Provision for taxation 178.64 (99.69)

Net profit after taxation 284.47 1021.20

Profit for the year 284.47 1021.20

PERFORMANCE REVIEW

The Sales and Other Income of the Company for the financial year 2013-14 stood at Rs. 16236.30 Lakhs as against last year''s Rs. 17323.86 Lakhs. The Profit before tax is reduced to Rs. 463.11 Lakhs as against Rs. 921.51 Lakhs of last year. Profit after tax stood at Rs. 284.47 Lakhs as against Rs. 1021.20 Lakhs of last year.

DIVIDEND

Your Directors have not recommended dividend for the financial year ended 31st March, 2014 considering the fund requirement for future business expansion.

SUBSIDIARY COMPANY

Your Company does not have any Subsidiary Company.

PUBLIC DEPOSIT

Your Company has not accepted any fixed deposit from the public. As such, no amount of principal or interest is outstanding as on the Balance Sheet date.

DIRECTORS

a) Shri. Shailesh Sheth, Director, resigned from the Board of Directors w.e.f. 17th October, 2013. The Board places on record its appreciation for the valuable services rendered by him during his tenure as a Director of the Company.

b) Smt. Avanti Birla, Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

c) Pursuant to Section 149 and other applicable provisions of the Companies Act, 2013, your Directors are seeking appointment of Shri. Augustine Kurias and Shri. Mohandas Shenoy Adige as Independent Directors for the terms given in the Notice of the 27th Annual General Meeting. Details of the proposal for the appointment of above Independent Directors are mentioned in the Explanatory Statement under Section 102 of the Companies Act, 2013 of the Notice of the 27th Annual General Meeting.

d) 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 and under Clause 49 of the Listing Agreement with the Stock Exchanges.

DIRECTORS RESPONSIBILITY STATEMENT

The Company is in compliance with various accounting and financial reporting requirements in respect of the financial statement for the period under review. Pursuant to Section 217(2AA) of the Companies Act, 1956, and in respect of the annual accounts for the period under review, the Directors hereby confirm that:

I) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanations relating to material departures.

II) Appropriate accounting policies have been selected and applied consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period;

III) Proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities have been taken to the best of their knowledge and ability;

IV) The annual accounts have been prepared on a "going concern basis".

STATUTORY AUDITORS

M/s. Thakur, Vaidyanath Aiyar & Co., Chartered Accountants, Mumbai the Statutory Auditors of the Company retire at the ensuing Annual General Meeting. They have confirmed their eligibility and willingness for re-appointment. The Directors recommend their re-appointment to the members at the forthcoming Annual General Meeting.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

Company has taken effective steps at every stage to reduce energy consumption and conserve energy in all phases of operation. Your Company has been continuously upgrading facilities in order to minimize power consumption, maximizing on power factors at its manufacturing locations.

Information as per Section 217(1) (e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is annexed as Annexure A''.

PARTICULARS OF EMPLOYEES

During the year under review, there was no employee covered under the provisions of Section 2I7(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

MANAGEMENT DISCUSSION & ANALYSIS REPORT & CORPORATE GOVERNANCE REPORT

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchange, a Management Discussion and Analysis Report, Corporate Governance Report and Auditors'' certificate regarding compliance of conditions of Corporate Governance are made a part of the Annual Report.

LISTING COMPLIANCE

The company being listed on the Bombay Stock Exchange is complying with all the requirements of the Listing Agreements.

1. The company has received the trading approval from Bombay Stock Exchange on 9th April, 2014 for trading of 2,06,23,760 equity shares of Rs. 2/- each issued pursuant to the scheme of Amalgamation between Birla Accucast Limited (BAL) and Birla Machining & Tooling Limited (BMTL) with the Company.

2. The company has informed BSE about the withdrawal of 26,32,588 warrants to Promoters on preferential basis which was approved by the members at the 26th Annual General Meeting held on 27th September, 2013.

3. It was also informed by the company to BSE that, the Company, being the guarantor for Zenith Birla (India) Limited, has received the possession notice under Securitization & Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002 (SARFAESI) from State Bank of India Mumbai Branch, by which they have taken symbolic possession of the property situated at (i) District Nasik and (ii) One of the property out of three situated at Aurangabad.

OTHER MATTER

The Company has one Cutting Tool Division at MIDC, Nashik Maharashtra. This Division was merged with the Company during the financial year 2009-10. Earlier it was a division of Zenith Birla (India) Limited, as Indian Tool Manufacturers Division, erstwhile Indian Tool Manufacturers Ltd.

MIDC had allotted three plots to this Division bearing Plot No 61,62 & 63 in Satpur MIDC, Distt. Nashik. The single Lease Deed was executed between MIDC and the Division in March 1973 measuring 28419 sq. meters. There was only single possession letter issued by MIDC dated 20th October 1970 for all the above three plots together for an aggregate area 28419 sq. meters. The Division has been using all three plots and constructed buildings for its cutting tool operations on area admeasuring 4358.29 sq. Meters which is 15.34 % of total area of three plots. This construction is on plot no.62 & 63 as MIDC road separates Plot no.61 and hence it was used for non-production activities. The Division has given Undertaking to MIDC in 2011 that it will construct a building within 2 years of approval of Construction plan. But MIDC has not issued any directions in this respect.

The Division had received a Possession Notice on 6th & 29th July 2004 vide RCS No 333/2004 for Non utilization of Plot No 61. But, it has obtained temporary stay order from civil court in 2004.

The temporary "Stay Order" given by Civil Court against this notice was not confirmed & the Hon''ble Court has passed order against the Divison in 2013. It has filed an appeal no. 173/2013 in the Hon''ble District Judge Nashik, Maharashtra against the order passed by Civil Court, Nashik.

HUMAN RESOURCE & INDUSTRIAL RELATIONS

During the year under consideration the two Divisions of the Company mainly Cutting Tool Division, Nashik and Machining & Tool Holder Division, Aurangabad have successfully executed workmen agreement for Next three Years and Casting Division agreement is under negotiation .

Industrial relations were harmonious throughout the year. The Board wishes to place on record their sincere appreciation to the co-operation extended by all employees in maintaining cordial relations.

INSURANCE

All properties and insurable interests of the Company including Building and Plant & Machinery have been adequately insured. ACKNOWLEDGEMENT

Your Directors take this opportunity to thank all Investors, Clients, Vendors, Banks, Regulatory and Government Authorities and Stock Exchange for their continued support. The Directors also wish to place on record their appreciation for the contribution made by business partners / associates at all levels.

For and on behalf of Board of Directors

Place: Mumbai M.S. Arora A.R Kurias

Date : 14th August, 2014 Managing Director Director

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Mar 31, 2012

The Directors are pleased to present the Twenty Fifth Annual Report on the business and operations of the Company together with the Audited Statements of Accounts for the year ended March 31, 2012.

FINANCIAL RESULTS:

(Rs. in Lakh)

Particulars 2011-121 2010-11

Net sales including other Income 20213.59 11356.93

Profit before Interest, Depreciation and Tax 3630.52 2410.90

Less: Interest & Financial Charges 785.15 314.88

Less: Depreciation & Amortisation 879.64 574.05

Profit before taxation 1965.73 1521.97

Less: Provision for taxation 760.42 862.79

Profit for the year 1205.31 659.18

PERFORMANCE REVIEW

The Sales and Other Income of the Company for the financial year 2011-12 stood at Rs. 20213.59 Lakh as against last year's

Rs. 11356.93 Lakh. The Profit before tax is increased to Rs. 1965.73 Lakh as against Rs. 1521.97 Lakh of last year. Profit after tax stood at Rs. 1205.31 Lakh as against Rs. 659.18 Lakh of last year.

DIVIDEND

Your Directors have not recommended dividend for the year ended March 31, 2012 considering the fund requirement for future business expansion.

SCHEME OF AMALGAMATION

The Scheme of Amalgamation between Birla AccuCast Limited (BAL) and Birla Machining & Toolings Limited (BMTL) with the Company and their respective shareholders has been sanctioned by the Hon'ble High Court of Bombay on March 30, 2012. The Scheme has been made effective from May 28, 2012.

The Amalgamation Committee of the Board of Directors has allotted 2,06,23,760 Equity Shares of Rs. 2/- each on July 20, 2012 to the members of BAL and BMTL in the following ratios:

BAL, 7 (Seven) Equity shares of the face value of Rs. 2/- each credited as fully paid up of the Company for every 16 (Sixteen) Equity shares of the face value of Rs. 10/- each credited as fully paid up held in BAL.

BMTL, 2 (Two) Equity shares of the face value of Rs. 2/- each credited as fully paid up of the Company for every 3 (Three) Equity shares of the face value of Rs. 10/- each credited as fully paid up held in BMTL.

SUBSIDIARY COMPANY

Your Company does not have any Subsidiary Company.

PUBLIC DEPOSIT

Your Company has not accepted any fixed deposit from the public. As such, no amount of principal or interest is outstanding as on the Balance Sheet date.

DIRECTORS

Shri Shailesh Sheth, Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

Shri PVR. Murthy, Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

Smt. Avanti Birla was appointed as an Additional Director of the Company with effect from May 29, 2012 and holds office upto the date of the ensuing Annual General Meeting. The Company has received a notice in writing under Section 257 of the Companies Act, 1956 from the member signifying his intentions to propose the appointment of Smt. Avanti Birla as a Director of the Company. Your Directors recommend her appointment.

The Remuneration Committee and the Board of Directors of the Company in their meeting held on August 13, 2012 have recommended paying commission over and above the remuneration paid to Shri M.S. Arora- Managing Director as mentioned in the notice of the Annual General Meeting subject to the approval of the shareholders of the Company and other statutory authorities.

DIRECTORS RESPONSIBILITY STATEMENT

The Company is in compliance with various accounting and financial reporting requirements in respect of the financial statement for the period under review. Pursuant to Section 2I7(2AA) of the Companies Act, 1956, and in respect of the annual accounts for the period under review, the Directors hereby confirm that:

I) In the preparation of the annual accounts, the applicable accounting standards have been followed except for Accounting Standard -2, which has been explained in the para - "Auditors & Auditors' Report";

II) Appropriate accounting policies have been selected and applied consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period;

III) Proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities have been taken to the best of their knowledge and ability;

IV) The annual accounts have been prepared on a "going concern basis".

AUDITORS & AUDITORS' REPORT

M/s. Chaturvedi & Shah, Chartered Accountants, Mumbai the Statutory Auditors of the Company, holds office until the conclusion of the ensuing Annual General Meeting. The Company has received a letter from M/s. Chaturvedi & Shah, Chartered Accountants, expressing their unwillingness to be re-appointed as Auditors.

Based on the recommendation of the Audit Committee, the Board of Directors proposes the appointment of M/s. Thakur, Vaidyanath Aiyer & Co., Chartered Accountants, as the Statutory Auditors of the Company from the conclusion of this Annual General Meeting till the conclusion of the next Annual General Meeting.

M/s. Thakur, Vaidyanath Aiyer & Co., Chartered Accountants, have expressed their willingness to act as Statutory Auditors of the Company, if appointed, and have further confirmed that the said appointment would be in conformity with the provisions of Section 224 (IB) of the Companies Act, 1956.

The Directors recommend the appointment of M/s. Thakur, Vaidyanath Aiyer & Co., to the members at the forthcoming Annual General Meeting.

The Board of Directors explanation to the Auditors adverse remark is as follows:

Auditors Adverse Remark Directors Explanation

Cost of finished goods and goods under process of Tool Division The Tool Division of the Company has been valuing finished of the Company is determined by using retail method whereby goods and goods under process, since inception at lower of the cost is computed by reducing from the sale value of the estimated cost and net realizable value. Estimated cost is arrived inventory, the global gross margin which is not as per Accounting at using retail method which is arrived at by adjusting the selling Standard AS-2 on "valuation of Inventories" referred to in sub- price by estimated gross margin, globally for all types of products. section (3C) of Section 211 of the Act. The impact of this on the Since valuation of finished goods and goods under process is profit for the year has not been quantified. done on the same basis followed in the past, there is no effect

on the profit and loss account for the year. The company is in the process of complying with Accounting Standard AS - 2 and hopes to do the same in F.Y. 2012-13.

Fixed Assets Register as per the Companies Act, 1956 is not The Company has maintained records showing the details of maintained by the Casting Division of the Company. fixed assets, a comprehensive Fixed Assets Register as per the

Companies Act, 1956 pertaining to casting division is in the process of being compiled.

COST AUDITORS

The Ministry of Corporate Affairs (MCA) has introduced The Companies (Cost Audit Report) Rules, 2011 vide its notification no. GSR 430(E) dated June 3, 2011. These rules make it mandatory for industries to appoint a Cost Auditor within 90 days of the commencement of the financial year. The Cost Audit Order No. 52/26/CAB/20I0 dated January 24, 2012 covers Tractors & Other Motor Vehicles (including Automotive Components) due to which some of the Company's manufacturing operations will get covered w.e.f. April I, 2012.

Based on the Audit Committee recommendations at its meeting held on May 30, 2012, the Board has approved the appointment of Mr. Jayant Galande as the Cost Auditor of the Company for the financial year 2012-13, subject to the approval of the Central Government.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

Company has taken effective steps at every stage to reduce energy consumption and conserve energy in all phases of operation. Your Company has been continuously upgrading facilities in order to minimize power consumption, maximizing on power factors at its manufacturing locations.

Information as per Section 2I7(I)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is annexed as Annexure 'A'.

PARTICULARS OF EMPLOYEES

During the year under review, there was no employee covered under the provisions of Section 2I7(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, I975.

MANAGEMENT DISCUSSION & ANALYSIS REPORT & CORPORATE GOVERNANCE REPORT

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchange, a Management Discussion and Analysis Report, Corporate Governance Report and Practicing Company Secretary's Certificate regarding compliance of conditions of Corporate Governance are made a part of the Annual Report.

HUMAN RESOURCE & INDUSTRIAL RELATIONS

Industrial relations were harmonious throughout the year. The Board wishes to place on record their sincere appreciation to the co-operation extended by all employees in maintaining cordial relations.

INSURANCE

All properties and insurable interests of the Company including Building and Plant & Machinery have been adequately insured. ACKNOWLEDGEMENT

Your Directors take this opportunity to thank all Investors, Clients, Vendors, Banks, Regulatory and Government Authorities and Stock Exchange for their continued support. The Directors also wish to place on record their appreciation for the contribution made by business partners / associates at all levels.

For and on behalf of Board of Directors

M.S. Arora P.V.R. Murthy Managing Director Director

Place: Mumbai

Date: August 13, 2012

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Mar 31, 2011

To the Members,

The Directors are pleased to present the Twenty Fourth Annual Report on the business and operations of the Company together with the Audited Statements of Accounts for the year ended 31st March, 2011.

FINANCIAL RESULTS:

(Rs. in Lacs)

Particulars 2010-2011 2009-2010

Net sales including other Income 10905 8036

Profit before Interest, Depreciation and Tax 2411 943

Less: Interest & Financial Charges 315 242

Profit before Depreciation and Taxation 2096 701

Less: Depreciation & Amortisation 574 550

Profit before taxation 1522 151

Less: Provision for taxation 863 55

Net profit after taxation 659 96

Add/(Less) Prior period adjustments - -

Profit for the year 659 96

Balance of Profit & Loss account as per last Balance Sheet 3540 1270

Add: Net surplus for the year ended 31st March, 2010 transferred from Zenith Birla (India) - 426 Limited on account of merger of Tool Division

Add: Net surplus as per Scheme of Merger of Tool Division of Zenith Birla (India) Limited - 1748

Total profit available for appropriation 4199 3540

Appropriation:

Transferred to General Reserve - -

Proposed Dividend - -

Tax on Dividend - -

Balance carried to Balance Sheet 4199 3540

PERFORMANCE REVIEW

The Sales and Other Income of the Company for the financial year 2010-11 stood at Rs. 10905 lacs as against last year’s Rs. 8036 lacs. The Profit before tax is increased to Rs. 1522 lacs as against Rs. 151 lacs of last year. Profit after tax stood at Rs. 659 lacs as against Rs. 96 lacs of last year.

DIVIDEND

Your Directors have not recommended dividend for the year ended 31st March, 2011 considering the fund requirement for future business expansion.

SUBSIDIARY COMPANY

Your Company does not have any Subsidiary Company.

PUBLIC DEPOSIT

Your Company has not accepted any fixed deposit from the public. As such, no amount of principal or interest is outstanding as on the Balance Sheet date.

DIRECTORS

Shri Augustine Kurias, Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. Shri M.S Arora was appointed as an Additional Director on 22nd October, 2008 and later was regularized as a Director on 30 September, 2009. He was also appointed as Managing Director on 30th September, 2009 without any remuneration.

The Remuneration Committee and the Board of Directors of the Company in their meeting held on 11th August, 2011 hav recommended paying remuneration as mentioned in the notice of the Annual General Meeting to Shri M. S. Arora w.e.f. 11th August 2011 subject to the approval of the shareholders of the Company and the Central Government / other statutory authorities.

DIRECTORS RESPONSIBILITY STATEMENT

The Company is in compliance with various accounting and financial reporting requirements in respect of the financial statemen for the period under review. Pursuant to Section 217(2AA) of the Companies Act, 1956, and in respect of the annual accounts fo the period under review, the Directors hereby confirm that:

I) In the preparation of the annual accounts, the applicable accounting standards have been followed except for Accountin Standard -2, which has been explained in the para - "Auditors & Auditors’ Report";

II) Appropriate accounting policies have been selected and applied consistently and made judgments and estimates that ar 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 yea and of the profit or loss of the Company for that period;

III) Proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Companie Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities have bee taken to the best of their knowledge and ability;

IV) The annual accounts have been prepared on a "going concern basis".

AUDITORS & AUDITORS' REPORT

M/s. Chaturvedi & Shah, Chartered Accountants, Mumbai the Statutory Auditors of the Company retire at the ensuing Annua General Meeting. They have confirmed their eligibility and willingness for re-appointment. The Directors recommend their re appointment by the members at the forthcoming Annual General Meeting.

The Board of Directors explanation to the Auditors remark is as follows:

Auditors Remark Directors Explanation

Cost of finished goods and goods The Tool Division of the Company under process of Tool Division been valuing finished goods and of the company is determined by good under process, since using retail method whereby the inception at lower of estimated cost is computed by reducing cost and net realizable value. from the sale value of the Estimated cost is arrived at inventory, the global gross using retail method which margin which is not as per is arrived at by adjusting the Accounting Standard AS-2 on selling price by estimated gross valuation of Inventory" margin, globally for all types of referred to in sub-section products. Since valuation of fini (3C) of Section 211 of the -shed goods and goods under Act. The impact of this on the process goods under process is profit for the year has not done on the same basis followed been quantified. in the past, there is no effect on the profit and loss account for the year. The Tools Division is in the process of setting up a detailed valuation methodology process which will be compliant to AS – 2 in the current year.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

Company has taken effective steps at every stage to reduce energy consumption and conserve energy in all phases of operation. Your Company has been continuously upgrading facilities in order to minimize power consumption, maximizing on power factors at its manufacturing locations.

Information as per Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is annexed as Annexure ‘A’.

PARTICULARS OF EMPLOYEES

During the year under review, there was no employee covered under the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

MANAGEMENT DISCUSSION & ANALYSIS REPORT & CORPORATE GOVERNANCE REPORT

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchange, a Management Discussion and Analysis Report, Corporate Governance Report and Auditors’ certificate regarding compliance of conditions of Corporate Governance are made a part of the Annual Report.

HUMAN RESOURCE & INDUSTRIAL RELATIONS

Industrial relations were harmonious throughout the year. The Board wishes to place on record their sincere appreciation to the co-operation extended by all employees in maintaining cordial relations.

INSURANCE

All properties and insurable interests of the Company including Building and Plant & Machinery have been adequately insured.

ACKNOWLEDGEMENT

Your Directors take this opportunity to thank all investors, clients, vendors, banks, regulatory and Government authorities and stock exchange for their continued support. The Directors also wish to place on record their appreciation for the contribution

For and on behalf of Board of Directors

M.S. Arora P.V.R. Murthy Managing Director Director

Place: Mumbai Date: 8th September, 2011

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Mar 31, 2010

The Directors are pleased to present the Twenty Third Annual Report on the business and operations of the Company together with the Audited Statements of Accounts for the year ended 31st March, 2010.

FINANCIAL RESULTS:

Particulars 2009-10 2008-09 (Rs.in 000) (Rs.in 000)

Net Sales including other Income 803627 273437

Profit before Interest, Depreciation and Tax 94251 46460

Less: Interest & Financial Charges 24168 8647

Profit before Depreciation and Taxation 70083 37813

Less: Depreciation & Amortisation 55017 28369

Profit before taxation 15066 9444

Less: Provision for taxation 5500 3806

Net Profit after taxation 9566 5638

Add/(Less) Prior period adjustments -- (27)

Profit for the year 9566 5611

Balance of Profit & Loss account as per last Balance Sheet 126991 124194

Add: Net surplus for the year ended 31st March, 2009 transferred from Zenith Birla (India) Limited on account of merger of Tool Division [Refer Note No. 6(2)] 42609 --

Add: Net surplus as per Scheme of Merger of Tool Division of Zenith Birla (India) Limited [Refer Note No. B (2)] 174799 --

Total Profit available for appropriation 353965 129805

Appropriation:

Transferred to General Reserve -- 942

Proposed Dividend -- 1600

Tax on Proposed Dividend -- 272

Balance carried to Balance Sheet 353965 126991



SCHEME OF ARRANGEMENT

The Scheme of Arrangement between the Company, Zenith Birla (India) Limited, Tungabhadra Holdings Private Limited and their respective shareholders has been sanctioned by the Honble High Court of Bombay on 8th January, 2010. According to the Scheme, the Tooling Business of Zenith Birla (India) Limited has been demerged from Zenith Birla (India) Limited and merged with the Company. The Scheme has been made effective from 11th February, 2010. The Appointed date of the Scheme was 1st April, 2008.

The Company in consideration for the transfer of and vesting of the assets and liabilities of the Tooling Business of Zenith Birla (India) Limited, has allotted 1,60,27,996 equity shares of Rs. 2I- each to the shareholders of Zenith Birla (India) Limited in the ratio of 2 (Two) Equity share of the face value of Rs. 2/- each credited as fully paid up of the Company, for every 5 (five) Equity shares of the face value of Rs. 10/- each held in Zenith Birla (India) Limited.

PERFORMANCE REVIEW

The Net Sales and Other Income of the Company for the Financial Year 2009-10 stood at Rs. 8036.27 lacs as against Rs. 2734.37 lacs of last year. Profit After Tax stood at Rs. 95.66 lacs as against Rs. 56.11 lacs of last year.

On account of the Scheme of Arrangement being given effect to during the year under review, the figures of the year under review are not comparable with those of the year ended 31st March, 2009.

DIVIDEND

Your Directors have not recommended dividend for the year ended 3 Ist March, 2010 considering the fund requirement for future business expansion.

INSURANCE

All properties and insurable interests of the Company including Building and Plant & Machinery have been adequately insured.

PARTICULARS OF EMPLOYEES

During the year under review, there was no employee covered under the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

PUBLIC DEPOSIT

Your Company has not accepted any fixed deposit from the public. As such, no amount of principal or interest is outstanding as on the Balance Sheet date.

DIRECTORS

Shri M.S. Adige, Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

DIRECTORS RESPONSIBILITY STATEMENT

The Company is in compliance with various accounting and financial reporting requirements in respect of the financial statement for the period under review. Pursuant to Section 217(2AA) of the Companies Act, 1956, and in respect of the annual accounts for the period under review, the Directors hereby confirm that:

I) In the preparation of the annual accounts, the applicable accounting standards have been followed;



II) Appropriate accounting policies have been selected and applied consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period;

III) Proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities have been taken to the best of their knowledge and ability;

IV) The annual accounts have been prepared on a "going concern basis".

AUDITORS & AUDITORS REPORT

M/s. Dalai & Shah, Chartered Accountants, auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting. The Company has received a letter from M/s. Dalai & Shah, Chartered Accountants, expressing their unwillingness to be re-appointed as Auditors.

Based on the recommendation of the Audit Committee, the Board of Directors proposes the appointment of M/s. Chaturvedi & Shah, Chartered Accountants, as the Statutory Auditors of the Company from the conclusion of this Annual General Meeting till the conclusion of the next Annual General Meeting.

M/s. Chaturvedi & Shah, Chartered Accountants, have expressed their willingness to act as Statutory Auditors of the Company, if appointed, and have further confirmed that the said appointment would be in conformity with the provisions of Section 224( IB) of the Companies Act, 1956.

The notes to the Accounts are self explanatory and therefore do not call for any further comments.

The Board of Directors explanation to the Auditors adverse remark is as follows:

Auditors Adverse Remark Directors Explanation

Cost of finished goods and The Tool Division of the Company has goods under process of Tool been valuing finished goods and Division of the Company is goods under process, since inception determined by using retail at lower of estimated cost and net method whereby the cost is realizable value. stimated cost is computed by reducing from arrived at using retail method the sale value of the which is arrived at by adjusting inventory, the global gross the selling price by estimated gross margin which is not as per margin, globally for all Accounting Standard AS-2 on types of products.Since valuation "valuation of Inventories" of finished goods and goods referred to in sub-section under process is done on the same (3C) of Section 211 of the there is no effect on the profit and Act. The impact of this on loss account for the year. the profit for the year has not been basis followed in the past, quantified.



CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

Company has taken effective steps at every stage to reduce energy consumption and conserve energy in all phases of operation. Your Company has been continuously upgrading facilities in order to minimize power consumption, maximizing on power factors at its manufacturing locations.

Information as per Section 217( I )(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is annexed as Annexure A.

MANAGEMENT DISCUSSION & ANALYSIS REPORT AND CORPORATE GOVERNANCE REPQRT

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchange, Management Discussion and Analysis Report, Corporate Governance Report and Auditors certificate regarding compliance of conditions of Corporate Governance are made a part of the Annual Report.

HUMAN RESOURCE & INDUSTRIAL RELATIONS

Industrial relations were harmonious throughout the year. The Board wishes to place on record their sincere appreciation to the co-operation extended by all employees in maintaining cordial relations.

ACKNOWLEDGEMENT

Your Directors take this opportunity to thank all investors, clients, vendors, banks, regulatory and Government authorities and stock exchange for their continued support. The Directors also wish to place on record their appreciation for the contribution made by business partners / associates at all levels.

For and on behalf of Board of Directors

Place: Mumbai M.S.Arora RV.R. Murthy

Date: 31 st August, 2010 Managing Director Director