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Directors Report of D & H India Ltd.

Mar 31, 2015

DEAR MEMBERS,

The Directors take pleasure in presenting the 30th Annual Report together with the audited financial statements for the year ended 31st March, 2015. The Management Discussion and Analysis has also been incorporated into this report.

1. HIGHLIGHTS OF PERFORMANCE

* Consolidated income for the year was Rs.6701.40 Lakhs as compared to Rs.7074.62 Lakhs in the previous year a decline of 5.57%;

* Consolidated net sales for the year was Rs.6626.43 Lakhs as compared to Rs.7053.88 Lakhs in the previous year, a decline of6.45%;

* Consolidated profit before tax for the year was Rs.161.22 Lakhs as compared to Rs.302.78 Lakhs in the previous year;

* Consolidated Profit after tax for the year was Rs.118.10 Lakhs as compared to Rs.196.01 Lakhs in 2014.

2. FINANCIAL RESULTS (Rs.ln Lakhs)

Particulars Consolidated Stand Alone

Particulars Consolidated

31.03.2015 31.03.2014

Revenue from Operations (Net) 6701.40 7074.62 and other income

Profit before Financial Cost 429.88 483.46 & Depreciation

Financial Cost 97.46 70.42

Depreciation 171.20 110.26

Adjustment related to Fixed 32.27 - Assets (Net of Deferred Tax)

Profit Before Tax (PBT) 161.22 302.78

Provision for Tax 43.12 106.77

Profit After Tax (PAT) 118.10 196.01

Less: Minority Interest 0.02 -

Balance brought forward 1042.99 940.27 from previous year

Profit available for Appropriations 1161.07 1136.28

Appropriations:

Proposed Final Equity Dividend 37.00 37.00

Tax on Equity Dividends 7.53 6.29

General Reserve 30.00 50.00

Surplus carried to the next 1054.27 1042.99 year's account

Particulars Standalone

31.03.2015 31.03.2014

Revenue from Operations (Net) 6558.78 6909.55 and other income

Profit before Financial Cost 419.29 468.25 & Depreciation

Financial Cost 97.12 69.56

Depreciation 161.73 103.66

Adjustment related to Fixed 32.17 - Assets (Net of Deferred Tax)

Profit Before Tax (PBT) 160.44 295.02

Provision for Tax 42.78 104.23

Profit After Tax (PAT) 117.66 190.79

Less: Minority Interest - -

Balance brought forward 1037.42 939.91 from previous year

Profit available for Appropriations 1155.08 1130.70

Appropriations:

Proposed Final Equity Dividend 37.00 37.00

Tax on Equity Dividends 7.53 6.29

General Reserve 30.00 50.00

Surplus carried to the next 1048.38 1037.41 year's account

3. DIVIDEND

Your directors are pleased to recommend a dividend of Re. 0.50 per share (5%) of Rs.10/- each absorbing a sum of Rs. 44.53 Lacs. (Previous year Re. 0.50 per share (5%) of Rs. 10/- each). The dividend will be paid to all shareholders whose names appear in the Register of Members as on the book closure date.

4. SHARE CAPITAL

The paid up Equity Share Capital as on 31st March, 2015 was Rs. 7,40,00,000/- divided into 74,00,000 equity shares of Rs. 10/- each. During the year under review, the Company has not issued shares with differential voting rights nor granted stock options nor sweat equity.

4.1 Transferto reserves

During the year under review your company has transferred Rs. 30,00,000/-to the general reserves. (Previous year Rs. 50,00,000/-)

5. FINANCE

Cash and cash equivalent as at31stMarch, 2015 was Rs.97.12 Lacs. The Company continues to focus on judicious management of its working capital. Receivables, inventories and other working capital parameters were kept under strict check through continuous monitoring.

5.1 DEPOSITS

The Company has not accepted deposit from the public falling within the ambit of Section 73 of the Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules, 2014 and there were no remaining unclaimed deposits as on 31 st March, 2015. Further that it has not accepted any deposit in violation of the provisions of the Chapter V of the Companies Act, 2013.

5.2 PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

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

In addition to the above, the Company has given advance against salary or otherwise to employees of the Company as per the terms of appointment and the Company's policy on which no interest were charged.

6. ECONOMIC SCENARIO AND OUTLOOK

The low economic growth appears to have bottomed out and a gradual increase in economic activity is expected in 2015. The medium term to long term growth prospects look positive in view of the Government's determination to bring in reforms. For the year 2015, the economy is expected to grow at a higher rate than in 2014. The long term prospect for the economy is optimistic.

7. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

In view of the paid up capital, profits and turnover of the company during the previous three years, the Company does not fall under the provisions of the section 135 of the Companies Act, 2013 and the rules made their under.

8. OCCUPATIONAL HEALTH & SAFETY (OH&S)

With regard to contractor safety, two key areas of focus identified were Facility Management for the contractors' employees and Equipment, Tools & Material Management. The Facility Management initiative was implemented to ensure adequate welfare facilities for contract labor such as washrooms with bathing facilities, rest rooms, availability of drinking water etc. The Equipment, Tools & Material Management program ensured that the tools used by contractors were safe. The process of screening of contractors was made more stringent to ensure that the contractors were aligned with the Company's objectives to ensure 'Zero Harm'.

9. HUMAN RESOURCES

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

The Company's HR processes such as hiring and on-boarding, fair transparent online performance evaluation and talent management process, state-of-the-art workmen development process, and market aligned policies have been seen as benchmark practices in the Industry.

During the year under review, the following Human Resources initiatives received greaterfocus:

* Employer of Choice: Employees are encouraged to express their views and are empowered to work independently. Employees are given the opportunity to learn through various small projects which make them look at initiatives from different perspectives and thus provide them with a platform to become result oriented. This has helped greatly in overall development of the employee and has significantly arrested the attrition rate.

* Leadership Development: As a part of leadership development, talented employees have been seconded to the senior leadership team to mentor them and prepare them for the next higher role.

* Industrial Relations: The Company's Industrial Relations policy has been benchmarked by the manufacturing sector. The Company shares relevant business information with the Unions in order to enlighten them and make them sensitive towards business requirements. This has helped to build a healthy relationship and resolve issues through mutual dialogue.

10. RISK MANAGEMENT POLICY AND INTERNAL ADEQUACY

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

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit (IA) function is defined in the Internal Audit Charter. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board.

Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

11. VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has a vigil mechanism named vigil mechanism/whistle blower Policy to deal with instance of fraud and mismanagement, if any. The details of the Policy is explained in the Corporate Governance Report and also posted on the website of the Companywww.dnhindia.com

12. AUDITED FINANCIAL STATEMENTS OF THE COMPANY'S SUBSIDIARIES

Pursuant to the Rule 9(5)(iv) of the Companies (Accounts) Rules, 2014 the following particulars being submitted to the Companies become Subsidiary, Associates or ceased pursuant to the provisions of section 2(6) of the CompaniesAct,2013.

Name of the Position as on Date on which Date on which other Company 1st April, 2014 become as a ceased asa Associate Associate

V & H Fabricators Wholly Owned 07.07.2012 - Pvt. Ltd. Subsidiary

Commonwealth Subsidiary - - Mining Pvt. Ltd.

Name of the Reasons Remarks other Company

V & H Fabricators Entire shareholding - Pvt. Ltd. with the Company with Nominee of Harsh Vora

Commonwealth holding 50% of - Mining Pvt. Ltd. share capital

As on 31st March, 2015, the Company Commonwealth Mining Pvt. Ltd. is not carrying any business activities. The Company does not have joint venture Company at the beginning or any time during the year 2014-15.

In accordance with Section 129(3) of the Companies Act, 2013, the Company has prepared a consolidated financial statement of the Company which is forming part of the Annual Report. A statement containing salient features of the financial statements of the subsidiary company is also included in the Annual Report.

In accordance with third proviso of Section 136(1) of the Companies Act, 2013, the Annual Report of the Company, containing therein its standalone and the consolidated financial statements has been placed on the website of the Company, www.dnhindia.com. Further, as per fourth proviso of the said section, audited annual accounts of the subsidiary company have also been placed on the website of the Company, www.dnhindia.com. Shareholders interested in obtaining a copy of the audited annual accounts of the subsidiary company may write to the Company Secretary at the Company's registered office.

13. BOARD OF DIRECTORS & KEY MANAGERIAL PERSONALS

13.1 Independent Directors

At the Annual General Meeting (AGM)ofthe Company held on 30th Sept, 2014, the Members of the Company had re-appointed the existing independent directors Shri Basant Singh Johari, (DIN 00155715) Shri Jagdish Chand Kapur (DIN 00155290) and Shri Surjit Singh (DIN 00654215) as Independent Directors under the Companies Act, 2013 for a period of 5 years upto 31st March 2019. The Company has further appointed Shri Eshanya B Guppta (DIN 01727743) and Shri Sunil Kathariya (DIN 07155856) in the category of Independent Director by the Board at their meeting held on 15th May, 2015.

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

13.2 Executive directors and Key Managerial Personnel's

The Board of Directors had on the recommendation of the Nomination & Remuneration Committee appointed Shri Harsh Vora (DIN 00149287) as Managing Director for a further period of three yearw.e.f. 29lh October, 2014 and Shri Saurabh Vora (DIN 02750484) & Mrs. Atithi Vora (DIN 06899964) as Whole Time Directors for a period of three yearw.e.f. 1sl October, 2014

The Company is already having Shri Harsh Vora as the Managing Director and Shri Madhusudan Jain as the Whole-time director being the Key Managerial Personnel's of the Company.

The Board has approved the re-designation of Shri Rajesh Sen, Company Secretary of the Company as a Company Secretary and Key Managerial Person of the Company and Shri Sanat Kumar Jain, General Manager Finance of the Company as a Chief Financial Officer (CFO) and Key Managerial Person of the Company w.e.f. 1st April, 2014.

13.3 Directors seeking re-appointment

In accordance with the provisions of the Companies Act, 2013 and in terms of the Memorandum and Articles of Association of the Company, Shri Sushil Rawka (DIN 00156990) retires by rotation and is eligible for re-appointment.

Shri Eshanya B Guppta (DIN: 01727743) and Shri Sunil Kathariya (DIN: 07155856) were appointed by the Board as an additional directors in the category of the Independent director at their meeting held on 15th May, 2015 and the Company has received a notice as required under section 160 of the Companies Act, 2013 for proposal to appoint them at the Annual General Meeting in the category of the Independent Directors of the Company.

Shri Madhusudan Jain, Whole-time directors, whose term is being over on 23rd January, 2016 has been re- appointed by the Board upon the recommendation of the Remuneration and Nomination Committee of the Board for a further tenure of 3 years w.e.f. 24th January, 2016, subject to the approval of the Central Government.

Your directors recommend to pass necessary resolution as set out in the Item No. 5 to 7 of the notice of the annual general meeting.

13.4 Directors ceased during the year

Shri Vimal Lunia and Shri Nirmal Lunia, the Directors have resigned from the Board w.e.f. 12th August 2014 due to pre- occupation. Your directors place on record their appreciation for the valuable Services rendered by them to the Company.

14. BOARD OF DIRECTORS, REMUNERATION POLICY AND THEIR MEETINGS

14.1 Number of meetings of the Board

The Board meets at regular intervals to discuss and decide on Company/business policy and strategy apart from other Board business.

The notice of Board meeting is given well in advance to all the Directors. Usually, meetings of the Board are held in Indore, at the Head Office of the Company. The Agenda of the Board/Committee meetings is circulated at least a week prior to the date of the meeting. The Agenda for the Board and Committee meetings includes detailed notes on the items to be discussed at the meeting to enable the Directors to take an informed decision.

The Board met 4 (Four) times in financial year 2014-15 viz., on 30th May, 2014,12thAugust, 2014,8th Nov., 2014 and 2nd Feb., 2015. The maximum interval between any two meetings did not exceed 120 days.

14.2 Board independence

Our definition of 'Independence' of Directors is derived from Clause 49 of the Listing Agreement with Stock Exchanges and Section 149(6) of the Companies Act, 2013. Based on the confirmation/ disclosures received from the Directors and on evaluation of the relationships disclosed, the following Non-Executive Directors are Independent in terms of Clause 49 of the Listing Agreement and Section 149(6) of the Companies Act, 2013:-

14.3 Company's policy on Directors' appointment and remuneration

The Policy of the Company on Directors' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub-section (3) of section 178, is appended as Annexure E to this Report and hosted at the website of the Company at www.dnhindia.com.

14.4 Annual evaluation by the Board

The evaluation framework for assessing the performance of Directors comprises of the following key areas:

i. Attendance of Board Meetings and Board Committee Meetings

ii. Quality of contribution to Board deliberations

iii. Strategic perspectives or inputs regarding future growth of Company and its performance

iv. Providing perspectives and feedback going beyond information provided by the management

v. Commitment to shareholder and other stakeholder interests

The evaluation involves Self-Evaluation by the Board Member and subsequently assessment by the Board of Directors. Amember of the Board will not participate in the discussion of his/her evaluation.

15. DIRECTORS'RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(5) of the Companies Act, 2013:

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

b. that such accounting policies as mentioned in Note 2 of the Notes to the Financial Statements have been selected and applied consistently and judgments and estimates have been made 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, 31 "2015 and of the profit of the Company for the year ended on that date;

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

d. that the annual financial statements have been prepared on a going concern basis;

e. that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.

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

16. COMMITTEES OF THE BOARD

During the year, in accordance with the Companies Act, 2013, the Board has the following five Committees as follows:

(a) Audit Committee

(b) Nomination and Remuneration Committee

(c) Stakeholders' Relationship Committee

(d) Risk management Committee

(e) Independent Director Committee

(f) Internal Committee for (Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)Act, 2013 redressal of complaint at the workplace

Details of all the Committees along with their charters, composition and meetings held during the year, are provided in the "Report on Corporate Governance", a part of this Annual Report.

17. RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

All Related Party Transactions are placed before the Audit Committee as also the Board for approval. The transactions entered into are audited and a statement giving details of all related party transactions is placed before the Audit Committee and the Board of Directors for their approval on a quarterly basis. The statement is supported by a Certificate from the CEO & MD and the CFO. The Company has developed a Related Party Transactions Manual, Standard Operating Procedures for purpose of identification and monitoring of such transactions. The particulars of the related party transactions have been given in the FormAOC-2 and attached with this Report as an Annexure F.

The policy on Related Party Transactions as approved by the Board is uploaded on the Company's website. A disclosure as required under section 134(3)(h) of the Companies Act, 2013 and the Rule 8(2) of the Companies (Accounts) Rules, 2014 being enclosed as Annexure F with the Board's Report and hosted at the website of the Companyatwww.dnhindia.com.

18. SIGNIFICANTAND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

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

19. AUDITORS

19.1 Statutory Auditors Appointment

The Company's Auditors, M/sABN & Co., Chartered Accountants, who were appointed for a term of three years at the Annual General Meeting of the Company held on 30th September, 2014 are eligible for ratification of their appointment. They have confirmed their eligibility under Section 141(3) (g) of the Companies Act, 2013 and the Rules framed thereunder for ratification for appointment as Auditors of the Company. As required under Clause 49 of the Listing Agreement, the auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

Your Board is pleased to inform that there is no such observation made by the Auditors in their report which needs any explanation by the Board

19.2 Cost Auditors

Pursuant to Section 148 of the Companies Act, 2013 read with The Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audit records maintained by the Company in respect of its manufacturing activity is not required to be audited. But your Directors had, on the recommendation of the Audit Committee, appointed M/s Vijay P. Joshi & Associates, Cost Accountants audit the cost accounts of the Company for the financial year 2014-15 on a remuneration of Rs. 45,000/-.

19.3 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 D K Jain & Co., a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit Report is annexed herewith as "Annexure B".

20. 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.

21. CORPORATE GOVERNANCE

As per Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section on corporate governance practices followed by the Company, together with a certificate from the Company's Auditors confirming compliance forms an integral part of this Report.

21.1. CEO & CFO certification

Certificate from Shri Harsh Vora, Managing Director and Mr. Sanat Kumar Jain, Chief Financial Officer, pursuant to provisions of Clause 49(V) of the Listing Agreement, for the year under review was placed before the Board of Directors of the Company at its meeting held on 30th May, 2015.

A copy of the certificate on the financial statements for the financial year ended March, 31,2015 is annexed along with this Report as Annexure A.

22. CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company prepared in accordance with relevant Accounting Standards (AS) viz. AS 21, AS 23 and AS 27 issued by the Institute of Chartered Accountants of India form part of this Annual Report.

23. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3) (m) of the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014, is annexed herewith as "Annexure C".

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

There have been no material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report a copy of the annexure may write to the Company Secretary at the Company's registered office.

25. EXTRACT OF ANNUAL RETURN

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

26. PARTICULARS OF REMUNERATION OF EMPLOYEES

The applicable information required pursuant to Section 197 of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel), Rules 2014 in respect of the employees are as under.

S. Name and Age Designation Remuneration No. (Amount in Rs.)

1 Harsh Vora Managing 89,33,533/- (53 Year) Director

2. Madhusudan Jain Whole Time 83,71,706/- (49 Year) Director

S. Name and Age Qualification Experience No. (in years)

1 Harsh Vora B.Com 30 (53 Year)

2. Madhusudan Jain Mechanical 25 (49 Year)

S. Name and Age Date of Previous No. joining employment

1 Harsh Vora 06.12.1990 Nil (53 Year)

2. Madhusudan Jain 24.01.2004 Nil (49 Year) Engineer

The particulars of the remuneration to the directors pursuant to the section 197(12) of the Companies Act, 2013 read with the Rule 5(1) of the Companies (Appointment and Remuneration to the Managerial Personnel) Rules 2014 are enclosed as Annexure E.

27. ACKNOWLEDGEMENTS

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

28. CAUTIONARY STATEMENT

Statements in the Board's Report and the Management Discussion & Analysis describing the Company's objectives, expectations or forecasts may be forward-looking within the meaning of applicable securities laws and regulations.

Actual results may differ materially from those expressed in the statement. Important factors that could influence the Company's operations include global and domestic demand and supply conditions affecting selling prices of finished goods, input availability and prices, changes in government regulations, tax laws, economic developments within the country and otherfactors such as litigation and industrial relations.

For and on behalf of the Board

Place: Indore Harsh Vora SushilRawka Date: 13lhAugust, 2015 Managing Director Director DIN 00149287 DIN00156990


Mar 31, 2014

The Members

The directors have pleasure in presenting Twenty Ninth Annual Report on the business and operations of the Company together with the Audited Statement of Accounts for the year ended 31st March, 2014.

OPERATIONAL PERFORMANCE

The operational performance of the Company for the period under review is as below: -

Year ended Year ended 31.03.2014 31.03.2013 (Rs. in lacs) (Rs. in lacs)

Gross Sales and other Income 7726.16 7664.61

Profit before Interest & Depreciation 472.67 543.71

Interest and Financial Charges 69.56 60.08

Depreciation 103.66 90.83

Net Profit for the year 295.02 387.18

Provision for Income tax (Current) 104.23 128.17

Balance carried from previous year 939.91 823.91

Profit available for appropriation 1130.70 1082.89

Provision for dividend & Dividend distribution tax 43.29 43.00

Transfer to General Reserve 50.00 100.00

Balance carried to Balance sheet 1037.42 939.89

The sales performance of the Company has shown improvement over the last year. The cost effective measures have also contributed to the improved performance in terms of profitability, inspite of significant increase in the cost of raw materials

DIVIDEND

Your directors are pleased to recommend a dividend of 5 % (Re. 0.50 per share) absorbing a sum of Rs 43.29 Lacs. Previous year 5 % Re. 0.50 per share) The dividend will be paid to all shareholders whose names appear in the Register of Members as on the book closure date

EXPORT

Your company has chalked out a plan to grow in the export market. This segment of the business is expected to grow at a faster rate, in the coming years.

EXPANSION

Company is in the process of expanding its capacity and is also entering into allied business. The Company had already taken steps for the purpose of expansion and diversification and for this funds have been arranged through internal sources.

DIRECTORS

Shri Sushil Rawka, Shri Surjit Singh, Shri Basant Singh Johari, and Shri J.C. Kapur, Independent Directors although not liable to retire by rotation at the ensuing Annual General Meeting, however in view of the requirement of section 149 of the Companies Act, 2013 the Company has received notice from the members under section 160 of the Companies Act, 2013 for their appointment as the independent directors of the Company for a term of five years upto 31st March, 2019. and being eligible offer themselves for the re-appointment. The Company has also received declarations from Shri Basant Singh Johari, Shri Surjit Singh and Shri Jagdish Chand Kapur that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Act and under Clause 49 of the Listing Agreement.

In the opinion of the Board, Shri Basant Singh Johari, Surjit Singh and Jagdish Chand Kapur fulfill the conditions for appointment as Independent Directors as specified in the Act and the Listing Agreement. Shri Basant Singh Johari, Shri Surjit Singh and Shri Jagdish Chand Kapur are independent of the management.

The Company has also received notice from the members under section 160 of the Companies Act, 2013 for their appointment of Mrs. Atithi Vora as the Women Director and Shri Saurabh Vora as a director of the Company we.f 1st Oct., 2014.

Upon the recommendation of the Nomination and Remuneration Committee, the Board further proposes to appoint Mrs. Atithi Vora and Shri Saurabh Vora as the Whole-time Directors of the Company we.f 1st Oct., 2014 for a period of 3 years. And on the expiration of the existing tenure also proposes the re-appointment of Shri Harsh Vora as the managing director of the company for a period of three years we.f 29.10.2014.

The Board of Directors recommends their appointments and to pass necessary respective resolutions as set out in the notice of the annual general meeting. Mr. Vimal Lunia and Mr. Nirmal Lunia have resigned from the Directorship of the Company on 12th August, 2014. Mr. Vimal Lunia and Mr. Nirmal Lunia were Directors of the Company since September 20, 2003. Your Directors place on record the valuable guidance, support and advice extended by Mr. Vimal Lunia and Mr. Nirmal Lunia during his tenure as Directors.

CORPORATE GOVERNANCE

Report on Corporate Governance is enclosed and is forming part of the Directors'' Report. A certificate from the Statutory Auditors of the Company regarding Compliance of the conditions of the Corporate Governance is attached to this report.

FIXED DEPOSITS

Company has not accepted any deposits within the meaning of Section 58A and 58AA of the Companies Act, 1956 and the rules made there under and there were no outstanding deposits as art 31st March, 2014..

DIRECTOR''S RESPONSIBILITY STATEMENT

In terms of provisions of Section 217(2AA) of the

Companies Act, 1956 your directors confirm that: -

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

(ii) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that they are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company at the end of financial year and of the profit of your Company for that period;

(iii) 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 your Company and for preventing and detecting fraud and other irregularities;

(iv) the Directors had prepared the annual accounts on a going concern basis.

CONSERVATION OF ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE

Details of Conservation of Energy and Technology Absorption under provisions of Section 217 (1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988 are given as Annexure to this report.

Foreign Exchange earning was 10.50 Lacs and the outgo was Rs. 422.29 Lacs during the Year.

AUDITORS

M/s ABN & Co. Chartered Accountants, Indore being Statutory Auditors of the Company are liable to retire by rotation at the ensuing Annual General Meeting and who being eligible offer themselves for re-appointment. The Company has received letters from M/s ABN & Co. to the effect that their re-appointment, if made, would be within the prescribed limits under section 141(3)((g) of the Companies Act, 2013 and that he is not disqualified for re- appointment. The Board recommends their re- appointment.

Pursuant to the provisions of section 139 and other applicable provisions, if any, of Companies Act, 2013 read with Rule 3 of Companies (Audit and Auditors) Rules, 2014, it is proposed to appoint M/s ABN & Co., Chartered Accountants (ICAI Firm Registration No. 004447C), the retiring Auditors of the Company as Statutory Auditors of the Company from the conclusion of this Annual General Meeting (AGM) till the conclusion of the Thirty Two AGM of the Company to be held in the year 2017 (subject to ratification of their appointment at every AGM) on such remuneration as may be decided & fixed by the Board on the recommendations of the Audit Committee.

AUDITOR''S REPORT

Report of the Auditors and their observations on the Accounts of the Company for the year under review is attached herewith. The Notes on Financial Statements referred to in the Auditors'' Report are self-explanatory and do not call for any further comments.

SECRETARIAL AUDITORS

Pursuant to the provisions of section 204 of the Companies 2013 read with the Companies (Appointment and Qualification of Managerial Personal) Rules, 2014, the company has appointed M/s D. K. Jain & Co., Company Secretaries as the Secretarial Auditors for the year 2014- 15.

COST AUDITORS

The Company has appointed to Vijay P. Joshi & Associates Cost Accountants; as a cost auditors for conducting the audit of cost records of the Company for the financial year 2013-14. The Company is in process for filing of the Cost Audit Report within the stipulated time. Pursuant to the Cost Audit Rules, 2014, now the Company is out of purview of the Cost Audit requirement for the year 2014- 15.

PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 217(2A) of the Companies Act,1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, the names and other particulars of the employees are set out in the annexure to the Directors'' Report.

ACKNOWLEDGMENT

Your Directors would like to express their appreciation for the assistance and co-operation received from the financial institutions, banks, Government authorities, customers, vendors and members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the Company''s executives, staff and workers.

FOR AND ON BEHALF OF THE BOARD

HARSH VORA MANAGING DIRECTOR DIN 00149287

PLACE: INDORE SUSHIL RAWKA 12 AT August, 2014 DIRECTOR DIN : 00156990


Mar 31, 2013

To The Members

The directors have pleasure in presenting Twenty Eighth Annual Report on the business and operations of the Company together with the Audited Statement of Accounts for the year ended 31st March, 2013.

OPERATIONAL PERFORMANCE

The operational performance of the Company for the period under review is as below: -

Year ended Year ended 31.03.2013 31.03.2012 (Rs. in lacs) (Rs. in lacs)

Gross Sales and Other Income 7664.61 7279.44

Profit before Interest & Depreciation 543.71 467.12

Interest and Financial Charges 60.08 24.58

Depreciation 90.83 87.47

Net Profit for the year 287.18 355.07

Provision for Income tax

(Current) 128.17 115.86

Balance carried from previous year 823.91 677.70

Profit available for appropriation 1082.89 916.91

Provision for dividend & Dividend distribution tax 43.00 43.00

Transfer to

General Reserve 100.00 50.00

Balance carried to

Balance sheet 939.89 823.91

The sales performance of the Company has shown improvement over the last year. The cost effective measures have also contributed to the improved performance in terms of profitability, inspite of significant increase in the cost of raw materials.

DIVIDEND

Your directors are pleased to recommend a dividend of 5% (Re. 0.50 per share) absorbing a sum of Rs 37.00 Lacs. The dividend will be paid to all shareholders whose names appear in the Register of Members as on the book closure date.

EXPORT

Your company has chalked out a plan to grow in the export market. This segment of the business is expected to grow at a faster rate, in the coming years.

EXPANSION

Company is in the process of expanding its capacity and is also entering into allied business. The Company had already taken steps for the purpose of expansion and diversification and for this funds have been arranged through internal sources.

DIRECTORS

Mr. Basant Singh Johari and Mr. Nirmal Lunia, Directors are liable to retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for the re-appointment. The Board of Directors recommends their re-appointment.

CORPORATE GOVERNANCE

Report on Corporate Governance is enclosed and is forming part of the Directors'' Report. A certificate from the Statutory Auditors of the Company regarding Compliance of the conditions of the Corporate Governance is attached to this report.

FIXED DEPOSITS

Company has not accepted any deposits within the meaning of Section 58A and 58AA of the Companies Act, 1956 and the rules made there under.

DIRECTOR''S RESPONSIBILITY STATEMENT In terms of provisions of Section 217(2AA) of the Companies Act, 1956 your directors confirm that: - (I) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(ii) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that they are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company at the end of financial year and of the profit of your Company for that period;

(iii) 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 your Company and for preventing and detecting fraud and other irregularities;

(iv) the Directors had prepared the annual accounts on a going concern basis.

CONSERVATION OF ENERGY, TECHNOLOGY AND

FOREIGN EXCHANGE

Details of Conservation of Energy and Technology Absorption under provisions of Section 217 (1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988 are given as Annexure to this report.

Foreign Exchange earning was 96.73 Lacs and the outgo was Rs.231.04 Lacs during the Year.

AUDITORS

M/s ABN & Co. Chartered Accountants, Indore being Statutory Auditors of the Company are liable to retire by rotation at the ensuing Annual General Meeting and who being eligible offer themselves for re-appointment. The Board recommends their re-appointment.

AUDITOR''S REPORT

Report of the Auditors and their observations on the Accounts of the Company for the year under review is attached herewith.

PARTICULARS OF EMPLOYEES

There is no information to be given in terms of section 217 (2A) of the Companies Act, 1956 read with the rules framed there under.

ACKNOWLEDGMENT

The Directors thank the customers, vendors, investors, business associates and bankers for their support to the Company.

The Directors also thank the Government of India, the Concerned State Governments and other Government Departments and Government Agencies for their cooperation. FOR AND ON BEHALF OF THE BOARD

HARSH VORA MANAGING DIRECTOR

VASUDEO S. BHATE

TECHNICAL DIRECTOR

PLACE: INDORE

DATE : 27th May, 2013


Mar 31, 2012

The directors have pleasure in presenting Twenty Seventh Annual Report on the business and operations of the Company together with the Audited Statement of Accounts for the year ended 31st March, 2012.

OPERATIONAL PERFORMANCE

The operational performance of the Company for the period under review is as below: -

Year ended Year ended 31.03.2012 31.03.2011 (Rs. in lacs) (Rs. in lacs)

Gross Sales and

other Income 7279.44 6163.87

Profit before Interest

& Depreciation 467.12 325.56

Interest and

Financial Charges 24.58 22.70

Depreciation 87.47 69.21

Net Profit for the year 355.07 233.65

Provision for Income tax

(Current) 115.86 76.20

Balance carried from

previous year 677.70 611.59

Profit available for

appropriation 916.91 768.16

Provision for dividend &

Dividend distribution tax 43.00 40.46

Transfer to

General Reserve 50.00 50.00

Balance carried to

Balance sheet 823.91 677.70

The sales performance of the Company has shown improvement over the last year. The cost effective measures have also contributed to the improved performance in terms of profitability, inspite of significant increase in the cost of raw materials.

DIVIDEND

Your directors are pleased to recommend a dividend of 5 % (Re. 0.50 per share) absorbing a sum of Rs 37.00 Lacs. The dividend will be paid to all shareholders whose names appear in the Register of Members as on the book closure date.

EXPORT

Your company has chalked out a plan to grow in the export market. This segment of the business is expected to grow at a faster rate, in the coming years.

EXPANSION

Company is in the process of expanding its capacity and is also entering into allied business. The Company had already taken steps for the purpose of expansion and diversification and for this funds have been arranged through internal sources.

DIRECTORS

Mr. J.C. Kapur and Mr. Nirmal Lunia, Directors are liable to retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for the re- appointment. The Board of Directors recommends their re-appointment.

CORPORATE GOVERNANCE

Report on Corporate Governance is enclosed and is forming part of the Directors' Report. A certificate from the Statutory Auditors of the Company regarding Compliance of the conditions of the Corporate Governance is attached to this report.

FIXED DEPOSITS

Company has not accepted any deposits within the meaning of Section 58A and 58AA of the Companies Act, 1956 and the rules made there under.

DIRECTOR'S RESPONSIBILITY STATEMENT

In terms of provisions of Section 217(2AA) of the Companies Act, 1956 your directors confirm that: - (I) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(ii) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that they are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company at the end of financial year and of the profit of your Company for that period;

(iii) 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 your Company and for preventing and detecting fraud and other irregularities;

(iv) the Directors had prepared the annual accounts on a going concern basis.

CONSERVATION OF ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE

Details of Conservation of Energy and Technology Absorption under provisions of Section 217 (1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988 are given as Annexure to this report.

Foreign Exchange earning was 68.21 Lacs and the outgo was Rs.127.06 Lacs during the Year.

AUDITORS

M/s ABN & Co. Chartered Accountants, Indore being Statutory Auditors of the Company are liable to retire by rotation at the ensuing Annual General Meeting and who being eligible offer themselves for re-appointment. The Board recommends their re-appointment.

AUDITOR'S REPORT

Report of the Auditors and their observations on the Accounts of the Company for the year under review is attached herewith.

PARTICULARS OF EMPLOYEES

There is no information to be given in terms of section 217 (2A) of the Companies Act, 1956 read with the rules framed there under.

ACKNOWLEDGMENT

The Directors thank the customers, vendors, investors, business associates and bankers for their support to the Company.

The Directors also thank the Government of India, the Concerned State Governments and other Government Departments and Government Agencies for their cooperation.

FOR AND ON BEHALF OF THE BOARD HARSH VORA MANAGING DIRECTOR VASUDEO S. BHATE TECHNICAL DIRECTOR PLACE: INDORE

DATE : 11th August, 2012

 
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