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Directors Report of Duncan Engineering Ltd.

Mar 31, 2015

Dear Members,

1. The Directors have the pleasure of presenting the Fifty Fourth Annual Report to the shareholders together with the audited statement accounts for the year ended March 31, 2015. The operating results as disclosed in the audited accounts are summarised below:

(Rs. in Lacs)

2014-15 2013-14

Total Revenue 6508.82 7079.99

Total Expenses (7296.77) (7348.94)

Profit/(loss) before exceptional (787.95) (268.95) items and Tax Exceptional Items (269.91)

Profit/(Loss) before Taxation (PBT) (787.95) 0.96

Tax Expenses (Current Tax) (183.10) (8.78)

Profit/(loss) for the year (604.85) 9.74

2. Dividend

Your Directors do not consider it prudent to recommend a dividend this year owing to the absence of profit.

3. Performance

Your company has registered total revenue of 650.88 million with a loss for the year 60.48 million.

The overall market continued to be subdued, and various restructuring and cost reduction initiatives have been undertaken at both business units. With majority of the restructuring initiatives completed, your company is now on a stronger platform to leverage market opportunities for stable growth and performance in the coming years.

4. Operations

The turnover of Automotive Business Unit in the current years is 351.48 million.

The turnover of Fluid Power and Automation Business unit in the current year saw a minor increase to 291.32 million compared to previous year. This was achieved in a very difficult market and slowing demand in the industrial and capital goods sector.

5. Change in the Nature of Business

There was no change in the nature of the Business of the Company during the year. There were no significant and material orders passed by regulators or courts or tribunals impacting the going concern status and Company's operations in future. There were no material changes and commitments affecting the financial position of the company occurring between March 31, 2015 and the date of this report.

6. Research & Development

Research & Development is fundamental to the Company's efforts to maintain the technical and quality edge for the product New Grades are also being developed to meet customers varied requirements. Research in the areas of reducing utilities cost and process parameters improvement is also being done.

7. Pollution Control

Your Company's Plant has all the requisite Pollution Control Equipments and meets all the desired and statutory norms in this regard.

8. Statement in respect of adequacy of internal financial controls with reference to the Financial Statements:

The Company has an internal control system, commensurate with the size, scale and complexity of its operations. The Scope and authority of the Internal Audit (IA) is as per the works assigned to them by the management. To maintain its objectivity and independence, Internal Audit function reports to the chairman of the Audit Committee of the Board. M/s Pipalia Singhal & Associates is the Internal Auditor of the Company.

The Internal Audit monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures, procurement, sales, Stores and Statutory Compliances. 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.

9. Particulars of loans/advances/investments outstanding during the financial year.

The company has not given any loans or guarantees covered under the provisions of section 186 of the Companies Act, 2013.

The details of the investments made and loan taken by company is given in the notes to the financial statements.

10. Public Deposits: The company has not accepted any fixed deposits from the public or shareholders falling within the ambit of Section 73 of the Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules, 2014

11. Statutory Auditors

At the AGM held on August 04, 2014 the Members approved the appointment of M/s Singhi & Co. Chartered Accountants as a statutory auditor for a period of three consecutive years for a term upto the conclusion of Annual General Meeting in the calendar year 2017 subject to the ratification by the members every year. As recommended by the audit committee, your Directors propose to ratify the appointment of M/s Singhi & Co, Chartered Accountants, Mumbai as Statutory Auditors of the Company as per the terms and conditions of the Companies Act, 2013. The appointment is accordingly proposed in the Notice of the Current AGM vide item No. 3 for ratification by Members.

12. 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 Messers Shaswati Vaishnav & Associates, Company Secretary in practice to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit Report is annexed herewith as "Annexure A". There are no qualifications, reservation or adverse remark or disclaimer made by the auditor in the report save and except disclaimer made by them in discharge for their professional obligation.

13. Auditor's Report

The Observation made in the Auditors Report, read together with the relevant notes thereon, are self explanatory and hence does not call for any comments under.

14. Extract of the annual Return:

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

15. Particular of Employees and Key Managerial Personnel (KMP)

The following three persons were formally appointed as Key Managerial Personnel of the Company as per the provisions of Sec 203 of the Companies Act, 2013.

a) Mr. Shantanu Parvati, Managing Director

b) Mr. V S Patil, Chief Financial Officer

c) Mr. Nirnoy Sur, Company Secretary

The information required pursuant to Section 134(3)(q) and 197 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Remuneration and other details of Key Managerial Personnel and other Employees for the year ended March 2015 are annexed to this report.

16. Directors

The Board of Director has on the recommendation of the Nomination & Remuneration Committee appointed Mrs. Arti Kant, as an Additional Director of the Company with effect from 2nd February, 2015 till the conclusion of ensuing Annual General Meeting.

The Board of Director of the Company at their meeting held on 5th August, 2014 has appointed Mr. V S Patil as Chief Financial Officer of the Company.

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.

Mr. R A Shah, Alternate Director of the Company had resigned from the Board on 30th September, 2014. The Board has placed on record its appreciation for the outstanding contributions made by Mr. R A Shah during their respective tenure of office.

In accordance with the provisions of the Companies Act, 2013 and in terms of the Memorandum and Articles of Association of the Company, Mr J P Goenka is liable to retire by rotation and are being eligible for re-appointment. Your Directors propose his re-appointment as set out in the notice.

i) 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 the other Committees. The manner in which the evaluation has been carried out is explained in the Corporate Governance Report.

ii) Remuneration Policy

The Board has, on the recommendation of the Nomination and Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The approved remuneration policy of the Company is also available on the website of the Company which is www.schraderduncan.com.

iii) Meetings

The Company has hold Meeting as per the listing Agreement signed with the Stock Exchange and as per the Companies Act. During the year four Board meetings and four Audit Committee meetings were convened and held. The details of which are given in the Corporate Governance Report, the intervention gap between the Meetings was within the period prescribed under the Companies Act, 2013.

17. Corporate Governance:

As per clause 49 of the Listing Agreement with the Bombay Stock Exchange, a section on Corporate Governance and Management Discussion and Analysis is annexed to this report.

A certificate from M/s Vaishnav Associates, Pune confirming compliance of Corporate Governance is also annexed.

18. Conservation of Energy, Technology Absorption, Exports and Foreign Exchange Earnings and Outgo.

A statement giving details of conservation of energy, technology absorption, exports and foreign exchange earnings and outgo pursuant to Section 134(3) (m) read with Companies Companies (Accounts) Rules, 2014.

19. Risk Management Policy:

The Board of the Company look into the element of risk associated with the Company. At present the company has not identified any element of risk which may threaten the existence of the company.

20. Related Party Transactions

All related party transactions that were entered into during the financial year were on arms' 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 Company at large. All related party transactions are placed before the Audit Committee. Prior omnibus approval of the Audit Committee is obtained for the transactions which are of foreseen and repetitive nature. None of the Directors has any pecuniary relationship or transactions vis-a-vis the Company. The approved policy on related party transactions is also available on the website of the company www.schraderduncan.com under investors dropdown.

21. Subsidiaries

Your Company does not have any subsidiary / subsidiaries within the meaning of the Companies Act, 2013.

22. Vigil Mechanism/Whistle Blower Policy

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

23. Directors Responsibility Statement

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

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

ii) the directors had selected such accounting policies and applied them consistently and made judgements 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 the profit and loss of the Company for that period.

iii) 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 the detecting fraud and other irregularities;

iv) that the annual financial statements have been prepared on a going concern basis;

v) that proper financial controls were in place and that the financial controls were adequate and were operating effectively.

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

24. Disclosures:

a) Materially Significant Related Party Transactions : All related party transactions form part to the notes to the Balance Sheet. Saving those, there were no materially significant related party transactions with Company's promoters, directors or its management their relatives, etc. that had a potential conflict with the interest of the Company.

b) Accounting Treatment

No treatment different from that prescribed in an Accounting Standards has been followed by the Company.

c) Statutory Compliance, Strictures and Penalties:

The Company has complied with rules and regulations prescribed by the Stock Exchange, Securities Exchange Board of India and any other statutory authority relating to capital market.

No penalties and/or strictures have been imposed on the Company by any Stock Exchange or SEBI or any Statutory authority during the last three years.

25. Audit Committee: The Audit Committee comprises Non-executive Director and Independent Directors namely, Mr. Arvind Goenka, Mr. B B Tandon, Mr. O P Dubey. All the recommendation made by the Audit Committee accepted by the Board. Chief Financial Officer and Auditors are permanent invitees to the committee meetings. The detail of terms of reference of Audit Committee, number and dates of meetings held, attendance of the directors and remunerations paid to them are given separately in the attached Corporate Governance Report.

26. The Stake Holder's Relationship Committee:

The Company has a stake Holder's Relationship Committee for reviewing shareholder/investors complaints. The present members of this committee are Mr. J P Goenka (Chairman), Mr. O O Dubey (Member), Mr. Shantanu Parvati (Member). The details reference of the committee has been given in the corporate governance report.

27. Nomination And Remuneration Committee

The Nomination and Remuneration committee has Mr. Arvind Goenka as Chairman, Mr. B B Tandon, Mr. O P Dubey and Mr. Nitin Kaul as Members. The details terms of reference of this committee has been given in the Corporate Governance Report.

28. Acknowledgements

Your Directors would like to thank to the Bankers, Central and State Government, Stock Exchanges, other Regulatory Agencies, Investors, Shareholder and Employees of the Company and wish to acknowledge and place on record their sincere appreciation for the continuous excellent support given by them to the Company and their confidence in its management. Industrial relations continued to be cordial and peaceful.

On behalf of the Board of Directors

Shantanu Parvati O P Dubey Mumbai, May 11, 2015 Whole Time Director Director


Mar 31, 2014

Dear Members,

1. The Directors have the pleasure of presenting the Fifty Three Annual Report to the shareholders together with the audited statement accounts for the year ended March 31,2014. The operating results as disclosed in the audited accounts are summarised below:

(Rs. in Lacs)

2013-2014 2012-2013

(Loss) / Profit before tax 0.96 (220.63)

(Reversal of Provision) / Provision for Tax (8.78) (271.50)

(Loss) / Profit after tax 9.74 50.86

Transferred to General Reserve 50.86 2046.25

Balance carried to Balace Sheet 60.60 2097.11

2. Dividend

Your Directors do not consider it prudent to recommend a dividend this year owing to inadequate profit.

3. Performance

Your company has shown 12.35% increase in sales revenue, while PBT (before exceptional item) has reduced by INR 25.89 Million, from INR 52.64 Million in FY 2012-13 to INR 26.75 Million in FY 2013-14.

While the overall market continued to be subdued, the growth is primarily due to increase in capacity utilization and volume in the Automotive Business and various restructuring and cost reduction initiatives undertaken. With majority of the restructuring initiatives completed, your company is now on a stronger platform to leverage market opportunities for stable growth and performance in the coming years.

4. Operations

The turnover of Automotive Business Unit has increased by 21.60% from Rs. 329.27 million in the previous year to 400.36 million in the current year.

This growth has been driven by volume ramp-up of the plant and consistency in quality and delivery of products, thereby resulting into increase in orders from major OEMs.

The turnover of Fluid Power & Automation Buseness Unit in the current year saw a minor decrease compared to previous year. This was achieved in a very difficult market and slowing demand in the industrial and capital goods sector The Fluid Power & Automation Business Unit sustained competitive pressure in core sectors to improve its profitability. This was achieved through improved delivery of standard and customized products, increase in productivity and value engineering initiatives.

5. Public Deposits

The company has not accepted any fixed deposits from the public or shareholders.

6. Particular of Employees :

There is no employee whose particulars are required to be given under section 217(2A) (a) of the Companies Act 1956 read with Notification dated 31st March, 2011 by Ministry of Corporate Affairs.

7. Directors

Mr. Arvind Goenka retire by rotation and are eligible for re-appointment. Your Directors propose his re-appointment as set out in the notice.

8. Auditors Report (2014)

The Observation made in the Auditors Report, read together with the relevant notes thereon, are self explanatory and hence does not call for any comments under section 217(3) of the Companies Act.

9. Corporate Governance

As per clause 49 of the Listing Agreement with the Bombay Stock Exchange, a section on Corporate Governance and Management Discussion and Analysis is annexed to this report.

A certificate from M/s Vaishnav Associates, Pune confirming compliance of Corporate Governance is also annexed.

10. Conservation of Energy, Technology Absorption, Exports and Foreign Exchange Earnings and Outgo.

A statement giving details of conservation of energy, technology absorption, exports and foreign exchange earnings and outgo pursuant to Section 217(1) (e) read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is set out in Annexure I to this Report.

11. Directors Responsibility Statement

In Compliance with the provisions of Section 217 (2AA) of the Companies Act, 1956, your Directors wish to place on record based on the information made available to them

i) in the preparation of the annual accounts, the applicable Accounting Standards had been followed along with proper explanation relating to material departure;

ii) they have selected such accounting policies and applied them consistently and made judgements 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) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

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

12. Cost Auditors

In Compliance with the Central Government''s order, Your Board has appointed Mr. Laxman Pawar, Cost Accountants, Pune, to carry out the Cost Audit of the Company. This appointment has to be made in each financial year and based on the application of your Company the Central Government has approved the re-appointment of Cost Auditor for the year under review. The Cost Audit Report for the year ended 31st March, 2013 has been submitted to Ministry of Corporate Affairs.

13. Statutory Auditors

Your Directors propose to re- appoint M/s Singhi & Co, Chartered Accountants, Mumbai as Statutory Auditors of the Company as per the terms and conditions of the Companies Act, 2013.

14. Disclosures:

a) Materially Significant Related Party Transactions

All related party transactions form part of the notes to the Balance Sheet. Save those, there were no materially significant related party transactions with Company''s promoters, directors or its management their relatives, etc. that had a potential conflict with the interest of the Company.

b) Accounting Treatment

No treatment different from that prescribed in an Accounting Standards has been followed by the Company.

c) Statutory Compliance, Strictures and Penalties

The Company has complied with rules and regulations prescribed by the Stock Exchange, Securities Exchange Board of India and any other statutory authority relating to capital market.

No penalties and/or strictures have been imposed on the Company by any Stock Exchange or SEBI or any Statutory authority during the last three years.

15. Repositioning Pneumatics Business Unit :

Pneumatics Business Unit of Schrader Duncan Limited has been re-positioned as "Fluid Power & Automation (FPA)" Business Unit and all our new promotion material/marketing communication reflects this change.

16. Acknowledgements

Your Directors would like to thank to the Bankers, Central and State Government, Stock Exchanges, other Regulatory Agencies, Investors, Shareholder and Employees of the Company and wish to acknowledge and place on record their sincere appreciation for the continuous excellent support given by them to the Company and their confidence in its management. Industrial relations continued to be cordial and peaceful.

On behalf of the Board of Directors Shantanu Parvati Mumbai, May 22, 2014 Whole Time Director


Mar 31, 2013

The Directors present their Fifty Second Report to the shareholders together with the accounts for the year ended March 31,2013. The operating results as disclosed in the accounts are summarised below:

(INR Million) 2012-2013 2011-2012

(Loss)/Profit before charging depreciation and 2.31 327.20 taxes

Depreciation 24.37 24.26

(Loss)/Profit before tax (22.06) 302.94

(Reversal of Provision) /Provision for Tax (27.15) 98.31

(Loss Profit after tax 5.09 204.63

Balance carried from previous year 204.63 2

Balance carried forward 209.72 204.63

Dividend

Your Directors do not consider it prudent to recommend a dividend this year owing to the operating losses incurred.

Performance

Your company has shown 14% increase in sales revenue, while Operating Loss has reduced by INR 63.45 Million, from INR 116.09 Million in FY2011 -12 to Rs 52.64 Million in FY2012-13.

This is primarily due to increase in capacity utilization and volume ramp up at the new Ranjangon Plant and various restructuring/ rationalization and cost reduction initiatives undertaken at both business units. With majority of the restructuring initiatives completed and some underway, your company is now on a stronger platform to leverage market opportunities for stable growth and performance in the coming years.

Operations

The turnover of Automotive Business Unit has increased by 41 % from INR 233.00 Million in the previous year to 329.27 million in the current year.

This growth has been driven by volume ramp-up of the plant and consistency in quality and delivery of products, thereby resulting into approvals and increase in orders from major OEMs.

The turnover of Pneumatics Business Unit saw a decrease of 7% from INR 311.17 Million in the previous year to 289.92 million in the year ended March 31,2012.

The Pneumatic Business Unit sustained competitive pressure and slow down in some core sectors in the second half of this financial year to maintain its share of business in its key market segments. This was achieved thru improved delivery of standard and customized products, by increase in productivity and value engineering initiatives.

Public Deposits

The company has not accepted any fixed deposits from the public or shareholders.

Significant developments

- The Merger of M/s Associated Polymers Limited (being 100% subsidiary of the company) after all necessary approvals and sanction by the jurisdictional High Court was completed on 17th May 2013. As per the scheme of Merger, the Accounts covered in this report include the results of the transferor company with effect from 1st April 2012 being the ''Appointed Date'' for the Merger.

- In accordance with Merger Order from Jurisdictional High Court, INR 38.21 Million have been shown as Capital reserve in the Financials of the company.

- During the Year, company has sold its Land located at MIDC Tarapur, and reported an exceptional profit of INR 44.78 Million.

- During the year, the company has also completed the process of closure of its rubber mixing operations at MIDC Tarapur. Based on the settlement with the workers employed at MIDC, Tarapur - total liability of INR 3.70 Million has been accounted during the year as exceptional item.

- During the year, the company has completed the process of shifting the Pneumatics manufacturing operations from Mahape to Ranjangaon for rationalisation and consolidation. Based on the Memorandum of settlement with the union of workmen employed at Mahape, total liability of INR 10.50 Million has been accounted during the year as exceptional item.

Change in Shareholding

The foreign promoters namely, Schrader Bridgeport International Inc, USA opted to exit the joint venture and sold their entire stake comprising 50% of the share capital to the Indian promoter. The transaction took place in the 1 st fortnight of April 2012.

Directors

Mr. J P Goenka and Mr. B B Tandon retire by rotation and are eligible for re-appointment. Your Directors propose his re-appointment as set out in the notice.

Auditors Report (2013)

The Auditors have reported in the Annexure to the Auditors Report, which is Self explanatory and do not require further explanation

Corporate Governance

As per clause 49 of the Listing Agreement with the Bombay Stock Exchange, a section on Corporate Governance and Management Discussion and Analysis is annexed to this report.

Details regarding all elements of remuneration package of all Directors, fixed component and performance linked incentives, service contract, notice period, severance fees and details of stock options are covered in point no 3(B)(iv), (v), (vi) and (vii) of the Corporate Governance Report.

A certificate from M/s Vaishnav Associates, Pune confirming compliance of Corporate Governance is also annexed.

Conservation of Energy, Technology Absorption, Exports and Foreign Exchange Earnings and Outgo.

A statement giving details of conservation of energy, technology absorption, exports and foreign exchange earnings and outgo pursuant to Section 217(1) (e) read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is set out in Annexure I to this Report.

Details pursuant to the requirements of Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975.

There is no Employee covered under the aforesaid section.

Industrial Relations

Industrial Relations were cordial during the year. The Directors are pleased to record their appreciation of services rendered by the employees and all staff at all levels.

Directors Responsibility Statement

In Compliance with the provisions of Section 217 (2AA) of the Companies Act, 1956, your Directors wish to place on record based on the information made available to them

i) in the preparation of the annual accounts, the applicable Accounting Standards had been followed along with proper explanation relating to material departure;

ii) they have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Com pany at the end of the financial year and of the profit or loss of the Com pany for that period;

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

iv) they have prepared the annual accounts on a going concern basis. Cost Auditors

Mr. Laxman Pawar, Cost Accountants, Pune, have been appointed as Cost Auditors of the company.

Statutory Aud itors

Your Directors propose to re- appoint M/s Singhi & Co, Chartered Accountants, Mumbai as Statutory Auditors of the Company.

Acknowledgement

Your Directors place on record their appreciation for the contribution made by the employees. They also take this opportunity to thank the customers, dealers, suppliers, bankers, business associates and the valued shareholders for the continuous support and encouragement.

On behalf of the Board of Directors

J P Goenka Chairman

Mumbai, May 24, 2013


Mar 31, 2012

The Directors present their Fifty First report to the shareholders together with the accounts for the year ended March 31,2012. The operating results as disclosed in the accounts are summarised below:

Rs Million

2011-2012 2010-2011

(Loss)/Profit before charging 327.20 (191.01) depreciation and taxes

Depreciation 24.26 25.00

(Loss)/Profit before tax 302.94 (216.01)

Provision for Tax 98.31 3.93

(Loss)/Profit after tax 204.63 (212.08)

Balance carried from previous year (6.30) 205.78

Balance carried forward 198.33 (6.30)

Dividend

Your Directors do not consider it prudent to recommend a dividend this year owing to the operating losses incurred.

Performance

Your company has shown 9% increase in sales revenue, while Operating Loss has increased by Rs 34.0 Million, from Rs 82.1 Million in FY 2010-11 to Rs 116.1 Million in FY2011-12.

This is primarily due to longer than estimated time taken for volume ramp up at the new Ranjangon Plant and various restructuring/ rationalization initiatives undertaken at both business units. With majority of the restructuring initiatives completed and some underway, your company is now on a stronger platform to leverage market opportunities for stable growth and performance in the coming years.

Operations

The turnover of Automotive Business Unit has increased by 29% from 180.27 million in the previous year to 233.00 million in the current year. This growth has been driven by stabilization of the plant and consistency in quality and delivery of products, thereby resulting into approvals and increase in orders from major OEMs.

The turnover of Pneumatics Business Unit has been stable with a marginal decrease of 2% from 318.63 million in the previous year to 311.17 million in the

year ended March 31,2012.

The Pneumatic Business Unit sustained competitive pressure and slow down in some core sectors in the second half of this financial year to maintain its share of business in its key market segments. This was achieved thru rationalization of standard and customized products, increase in productivity and improvement in delivery lead time.

Sale of Mulund Land

The company had, on March 26, 2011, entered into an agreement for sale-cum- development of its land at Mulund Plant. During the financial year 2011-12, the company has met all its obligations as a seller except for completing the administrative process for mutation for a small portion of land in its name. The company is of the view that all significant risks and rewards in respect of the said land have been transferred to the buyer which has been adequately supported by a legal opinion and accordingly, Profit on Sale of land amounting to Rs. 419.03 Million has been recorded during the quarter ended March 31, 2012 and disclosed as exceptional item. Out of the total sales consideration, the company is yet to receive an amount of Rs. 219.35 Million and same has been disclosed in the financial statements as at March 31,2012 under the head "Other Current Assets".

Public Deposits

The company has not accepted any fixed deposits from the public or shareholders.

Subsidiary

Associated Polymers Limited, the Company's subsidiary processed 156 MT of rubber compound during the year ended March 31,2012 as against 126 MT in the previous year. The rubber compound that was processed during the year was entirely supplied to the Company.

Accounts of the subsidiary company

Annual Accounts of Subsidiary company and the related detailed information can be obtained on request by the shareholders of the company and of the subsidiary company. These are also available for inspection at Registered Office of the company on all working days.

Change in shareholding

The foreign promoters namely, Schrader Bridgeport International Inc, USA opted to exit the joint venture and sold their entire stake comprising 50% of the share capital to the Indian promoter. The transaction took place in the 1st fortnight of April 2012.

Directors

Mr A Goenka retires by rotation and is eligible for re-appointment. Your Directors propose his re-appointment as set out in the notice.

Appointments

Mr Shantanu Parvati was appointed as Additional Director and Whole Time Director w.e.f July 29,2011.

Mr BBTandon was appointed as Additional Director on April 13,2012.

Mr NitinKaul was appointed as Additional Director on April 13,2012.

Mr O P Dubey was appointed as an Additional Director on April 26,2012.

These Directors' terms shall expire at the ensuing Annual General Meeting. Your Directors propose their appointment as set out in the notice.

Resignations

Mr Ravi Swaminathan resigned as Managing Director of the Company in June 2011.

Mr Steven Lutz, Mr Jean Michel Bolmont and Mr Nitin Kaul resigned from the Board as nominees of SBII in April 2012.

Mr R C Khanna has resigned from the Board with effect from 13th April, 2012

Mr M K Sharma has resigned from the Board with effect from 26th April, 2012

Your Board of Directors wishes to place on record its appreciation for the support extended by these Directors during their tenure in office.

Auditors Report

The Auditors have reported in the Annexure to the Auditors Report that the general information systems & controls need to be strengthened. Your directors wish to inform that the management is in the process of implementation of adequate control systems.

Corporate Governance

As per clause 49 of the Listing Agreement with the Bombay Stock Exchange, a section on Corporate Governance and Management Discussion and Analysis is annexed to this report.

Details regarding all elements of remuneration package of all Directors, fixed component and performance linked incentives, service contract, notice period, severance fees and details of stock options are covered in point no 3(B)(iv), (v), (vi) and (vii) of the Corporate Governance Report.

A certificate from M/s N L Bhatia & Associates confirming compliance of Corporate Governance is also annexed.

Conservation of Energy, Technology Absorption, Exports and Foreign Exchange Earnings and Outgo.

A statement giving details of conservation of energy, technology absorption, exports and foreign exchange earnings and outgo pursuant to Section 217(1)(e) read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is set out in Annexure I to this Report.

Details pursuant to the requirements of Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 is set out in Annexure II to this Report.

Industrial Relations

Industrial Relations were cordial during the year. The Directors are pleased to record their appreciation of services rendered by the employees and all staff at all levels.

Directors Responsibility Statement

In Compliance with the provisions of Section 217 (2AA) of the Companies Act, 1956, your Directors wish to place on record based on the information made available to them

i) in the preparation of the annual accounts, the applicable Accounting Standards had been followed along with proper explanation relating to material departure;

ii) they have selected such accounting policies and applied them consistently and made judgements 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) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities and

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

Cost Auditors

Your directors propose to appoint Mr Pramod Dubey, Cost Accountant, Pune, as Cost Auditors of the company.

Statutory Auditors

M/s Price Waterhouse & Co, Chartered Accountants, retire at the conclusion of the Annual General Meeting.

Your Directors propose to appoint M/s Singhi & Co, Chartered Accountants, Mumbai as Statutory Auditors of the Company.

Acknowledgement

Your Directors place on record their appreciation for the contribution made by the employees. They also take this opportunity to thank the customers, dealers, suppliers, bankers, business associates and the valued shareholders for the continuous support and encouragement.

On behalf of the Board of Directors

JPGoenka

Chairman

Mumbai,

May 25,2012


Mar 31, 2011

The Directors present their Fiftieth report to the shareholders together with the accounts for the year ended March 31,2011. The operating results as disclosed in the accounts are summarised below:

Rs. in million 2010-2011 2009-2010

(Loss) / Profit before charging (191.01) 24.58 depreciation and taxes

Depreciation 25.00 15.90

(Loss) / Profit before tax (216.01) 8.68

Provision for Tax 3.93 3.17

(Loss) / Profit after tax (212.08) 5.51

Balance carried from previous year 205.78 205.14

210.65

Proposed Dividend - 3.70

Less : Tax on Dividend - 0.63

Less : Transfer to General Reserve - 0.55

Balance carried forward (6.30) 205.77

Dividend

Your Directors do not consider it prudent to recommend any dividend this year owing to the losses incurred.

Operations

The Pneumatics Division of the Company showed a growth of 9.8% in sales from Rs. 290.21 million in the previous year to Rs. 318.63 million in the year ended March 31, 2011. The capacity of the satellite unit of the Pneumatics Division at Nasik has been increased to meet market demand.

The Automotive Division however witnessed a decline in sales from Rs. 266.41 million in the previous year to Rs. 180.27 million in the current year. The previous years sales were the aggregate of both the Plants at Mulund and Ranjangaon, whereas during the year under review Mulund Plant could contribute to sales only in the first quarter after which it was shut down.

Expenses relating to the closure of the Mulund Plant of around Rs. 160 million has had an adverse impact on the profits and reserves of the Company. Besides, the Company is yet to realize the full potential of the Ranjangaon Plant. Being a new Plant, stabilization of the production process has taken longer than expected. Once approvals would be in place from all customers, the Company would be in a position to increase its turnover.

Raw Materials

There was an increase in the prices of raw materials owing to the prevelant inflationary conditions. The Company could not pass this fully to the customers as a price increase could not be taken in keeping with the general market trend.

Closure of Mulund Plant

The Company closed down its Plant for automotive products at Mulund, Mumbai as it was incurring losses for the past many years. The 177 number of unionized category of workmen and staff employed in the Plant were given voluntary retirement compensation (VRS) aggregating to Rs. 140 million in the month of July 2010.

Sale of Mulund Land

Shareholders may recall that a portion of land at the Mulund Plant site that was in excess of the Companys needs was sold in the year 2006. After closure of the Plant, the remaining portion of land also has been sold for a total consideration of Rs. 430 million. The Company is still in the process of completing all the formalities relative to closure of Plant and obtaining a clear title to a portion of land due to which the land sale could not be concluded during the year under review. The Company expects to complete all the formalities in the current year and realize the land sale proceeds in full.

Change of Registered Office

Pursuant to the special resolution passed by the Shareholders by way of Postal Ballot in October 2010 approval has been received from the Regional Director, Western Region, Ministry of Corporate Affairs for changing the Companys registered office from LBS Marg, Mulund West, Mumbai 400 080 to F-33, Ranjangaon MIDC, Karegaon, Tal Shirur, Pune412 209.

Finance

The Company received an advance against sale consideration of the Mulund land during the year which was used to settle the VRS compensation. The Company has managed its fund flow effectively to ensure smooth operations in the Company. The cost of working capital continues to be under effective control.

Growth Plans

The Companys manufacturing facility in Ranjangaon houses the automotive division and will focus on introducing new product lines and also tap the exports market.

The Pneumatics Division is taking steps to enable it meet the growing market needs.

Public Deposits

The company has not accepted any fixed deposits from the public or shareholders.

Subsidiary

Associated Polymers Limited, the Companys subsidiary processed 126 M T of rubber compound during the year ended March 31,2011 as against 546 M T in the previous year. The supply of rubber compounds used to be made to both the Plants at Mulund and Ranjangaon. Pursuant to the closure of the Mulund Plant, the supply was made only to the Ranjangaon Plant resulting in lower volumes.

Directors

Mr J P Goenka and Mr Steven Lutz retire by rotation and are eligible for re-appointment. These Directors terms shall expire at the ensuing Annual General Meeting. Your Directors propose their appointment as set out in the notice.

Auditors Report

The Auditors have reported in the Annexure to the Auditors Report that the general information systems control needs to be strengthened and there are accumulated cash losses for the current year. Your Directors wish to inform that the management is in the process of implementing adequate systems control and the cash losses are due to the expenses incurred on closure of Mulund Plant which will be made good once the Mulund land sale proceeds would be realized in full.

Corporate Governance

As per clause 49 of the Listing Agreement with the Bombay Stock Exchange, a section on Corporate Governance and Management Discussion and Analysis is annexed to this report.

Details regarding all elements of remuneration package of all Directors, fixed component and performance linked incentives, service contract, notice period, severance fees and details of stock options are covered in point no 3(B)(iv), (v), (vi) and (vii) of the Corporate Governance Report.

A certificate from M/s N L Bhatia & Associates confirming compliance of Corporate Governance is also annexed.

Conservation of Energy, Technology Absorption, Exports and Foreign Exchange Earnings and Outgo.

A statement giving details of conservation of energy, technology absorption, exports and foreign exchange earnings and outgo pursuant to Section 217(1)(e) read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is set out in Annexure I to this Report.

Details pursuant to the requirements of Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 is set out in Annexure II to this Report.

Industrial Relations

Industrial Relations were cordial during the year. Pursuant to the closure of Mulund Plant, the workmen employed there were given voluntary retirement compensation.

Directors Responsibility Statement

In Compliance with the provisions of Section 217 (2AA) of the Companies Act, 1956, your Directors wish to place on record based on the information made available to them that :-

i) in the preparation of the annual accounts, the applicable Accounting Standards had been followed along with proper explanation relating to material departure;

ii) they have selected such accounting policies and applied them consistently and made judgements 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) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities and

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

Auditors

M/s Price Waterhouse & Co, Chartered Accountants, retire at the conclusion of the Annual General Meeting and being eligible will be re-appointed.

Acknowledgement

Your Directors place on record their appreciation for the contribution made by the employees. They also take this opportunity to thank the customers, dealers, suppliers, bankers, business associates and the valued shareholders for the continuous support and encouragement.

On behalf of the Board of Directors

J P Goenka Chairman

Mumbai, May 18, 2011


Mar 31, 2010

The Directors have pleasure In presenting their Forty Nineth report to the shareholders together with the accounts for the year ended March 31,2010. The operating results as disclosed In the accounts are summarised below:

Rs in million 2009-2010 2008-2009

Profit before charging depreciation and taxes 24.58 23.57

Depreciation 15.90 5.20

Profit before tax 8.68 18.37

Provision for Tax 3.17 7.48

Profit after tax 5.51 10.89

Balance carried from previous year 205.14 199.67

Profit available for appropriation 210.65 210.57

Proposed Dividend 3.70 3.70

Less: Tax on Dividend 0.63 0.63

Less: Transfer to General Reserve 0.55 1.10

Balance carried forward 205.77 205.14

Dividend

The Directors are now pleased to recommend for consideration of the shareholders dividend of Re 1.00 per share of face value of Rs 10/- per share for the year 2009-2010 on the existing share capital of Rs 36.96 million amounting to Rs 3.69 million and tax on proposed dividend of Rs 0.63 million for which provision has been made In the accounts.

Operations

The Pneumatics Division of the Company showed a growth of 8% In sales from Rs 269.31 million In the previous year to Rs 290.21 million In the year ended March 31,2010.

The Automotive Division also witnessed an increase In sales from Rs 244.62 million In the previous year to Rs 266.41 million In the current year; a growth of 8.90%.

Even though both the divisions showed reasonable growth In sales there has been a reduction In profits by .52.70% as compared to the previous year. The reduction Is on account of the increase in overheads on setting up the new Plant at Ranjangaon, increase in depreciation due to investments made In Plant & Machinery and Increase in interest expenses.

Raw Materials

There was an increase In the prices of raw materials which necessitated the Company to increase the prices of products.

Finance

During the year the Company has utilized funds out of the term loan sanctioned from its bankers to meet the Increased funds requirement of the new facility. The cost of working capital continues to be under effective control.

Growth Plans

The Companys new manufacturing facility in Ranjangaon has commenced commercial production and will focus on introducing new product lines and also tap the exports market.

The Pneumatics Division is capacity enabled to cater to the market needs.

Public Deposits

The company has not accepted any fixed deposits from the public or shareholders.

8

Subsidiary

Associated Polymers Limited, the Companys subsidiary processed 564 M. T. of rubber compound during the year ended March 31,2010 as against 325 M. T. in the previous year. The increase in quantity is attributed to third party processing during the year.

Directors

Mr. Arvind Goenka and Mr. Nitin Kaul retire by rotation and are eligible for re-appointment. Your Directors propose their re-appointment as set out in the notice.

Auditors Report

The Auditors have reported in the Annexure to Auditors Report that the inventory records in the Pneumatics Business Unit were not up dated and the general information system control needs to be strengthened. Your Board wishes to inform that these issues have been taken up for resolution.

Corporate Governance

As per clause 49 of the Listing Agreement with the Bombay Stock Exchange, a section on Corporate Governance and Management Discussion and Analysis is annexed to this report.

Details regarding all elements of remuneration package of all Directors, fixed component and performance linked incentives, service contract, notice period, severance fees and details of stock options are covered in point no 3(B)(iv), (v), (vi) and (vii) of the Corporate Governance Report.

A certificate from M/s. N. L. Bhatia & Associates confirming compliance of Corporate Governance is also annexed.

Conservation of Energy, Technology Absorption, Exports and Foreign Exchange Earnings and Outgo.

A statement giving details of conservation of energy, technology absorption, exports and foreign exchange earnings and outgo pursuant to Section 217(l)(e) read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 Is set out In Annexure I to this Report.

Industrial Relations

Industrial Relations were cordial during the year. Fresh wage settlement was negotiated and settled amicably with the workmen of both the Divisions during the year.

Details pursuant to the requirements of Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 is set out in Annexure II to this Report.

Directors Responsibility Statement

In Compliance with the provisions of Section 217 (2AA) of the Companies Act, 1956, your Directors wish to place on record

based on the information made available to them

ii) that in the preparation of the annual accounts, the applicable Accounting Standards had been followed along with

proper explanation relating to material departure; ii) that they have selected such accounting policies and applied them consistently and made judgements 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) that they have taken proper and sufficient care for the maintenance of adequate accounting records In accordance with

the provision of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other

Irregularities and iv) that they have prepared the annual accounts on a going concern basis.

Auditors

M/s Price Waterhouse & Co, Chartered Accountants, retire at the conclusion of the Annual General Meeting and are eligible for re-appointment. The Company has received a confirmation from them to the effect thct their re-appointment, if made, will be within the limits prescribed u/s 224(1B) of the Companies Act, 1956.

On behalf of the Board of Directors

P. Goenka

Chairman Mumbai. May 26, 2010

 
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