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Directors Report of Fluidomat Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the 39th Annual Report on the business and operations of the Company together with the audited financial statements for the financial year ended March, 31 2015.

FINANCIAL RESULTS:

The Summarized financial results for the year as under: (Rs. In Lacs) Particulars Year ended on 31.03.2015 31.03.2014

Revenue from Operations (Net) 2710.02 2744.50

Other Income 107.51 78.92

Total Income 2817.53 2823.42

Total Expenditure 1953.67 1923.10

Profit before Interest, Depreciation & Tax (EBIDTA) 863.86 900.32

Less: Interest 0.12 0.28

Less: Depreciation 72.01 51.78

Profit before Tax 791.73 848.26

Less: (a) Current Tax 261.74 273.32

(b) Deferred Tax (2.55) -

Net Profit for the Year 532.54 570.14

Add: Surplus brought forward from previous year 1355.01 1043.39

Amount available for Appropriation 1887.55 1613.53

Appropriations:

(a) Transferred to General Reserve 100.00 100.00

(b) Proposed Dividend on Equity Shares 135.49 135.49

(c) Tax on Proposed Dividend 27.58 23.03

Surplus carried to the Balance Sheet 1624.48 1355.01

Paid up Equity Share Capital 492.70 492.70

EPS (Equity Shares of Rs. 10/- each) Basic & Diluted (in Rs.) 10.81 11.57

REVIEW OF OPERATIONS /STATE OF AFFAIRS:

The highlights of the Company's performance are as under:

Your company posted total revenue of Rs. 2817.53 lacs for the financial year 2014-15 as against Rs. 2823.42 lacs in the corresponding period of previous year.

During the current financial year company has booked the orders of Rs. 2970.74 lacs as against the order booking of Rs. 2868.95 lacs in the last financial year, an increase of 3.54%.

However net sales during the financial year 2014-15 has been slightly decreased by 1.25% to 2710.02 lacs as compared to net sales of Rs. 2744.50 lacs in the previous year due to non receipt of dispatch clearances from the clients on account of various factor of their project implementation status.

The profit before tax stood at Rs. 791.73 lacs as against Rs. 848.26 lacs in the previous year. The net profit for the year stood at Rs. 532.54 lacs compared to Rs. 570.14 lacs of previous year. Reasons of decrease in profit include increase in depreciation; due to change in depreciation method and payment of CSR expenses besides lower sales.

The EPS for the year stood at Rs. 10.81 compared to EPS Rs. 11.57 of previous year.

DIVIDEND:

The Directors of your Company are pleased to recommend a dividend of Rs.2.75 (27.50%) per Equity Share of Rs.10/- each for the year ended March 31,2015. (Previous year Rs.2.75 (27.50%) per Equity Share of Rs. 10 each). The above dividend would be paid subject to approval by the Members in the ensuing Annual General Meeting. The proposed dividend will absorb Rs.163.08 lacs including Dividend Distribution Tax of Rs.27.58 lacs. This dividend is tax free in the hands of the shareholders.

TRANSFER TO RESERVES:

During the year, your company has transferred Rs 100.00 Lacs to the General Reserves. (Previous year Rs. 100.00 Lacs).

SHARE CAPITAL:

The paid up Equity Share Capital as on 31st March, 2015 was Rs. 492.70 Lakhs divided into 49.27 Lakhs equity shares of Rs. 10/- each. There is no change in Equity share Capital of the Company during the year. Your directors or promoters do not hold any instruments convertible into the equity shares of the Company.

DIRECTORS & KEY MANAGERIAL PERSONNEL:

Executive Directors and KMPs :

At the Annual General Meeting (AGM) of the Company held on September 26, 2014 the Members had appointed Mrs. Radhica Sharma (DIN 006811597) as a Whole-time Director and designated her as the Dy. Managing Director, Shri Kunal Jain (DIN 01475424) as Whole-time Director and designated him as the executive Director and Shri Ashok Jain continuing as the Chairman & Managing Director, these directors are considered as the executive directors and Key Managerial Personnel's of the Company. Independent Directors :

CA Mahendra Kumar Shah, (DIN 00014556), Shri Khushal Chandra Jain (DIN 00007916) and Shri Praful Ratilal Turakhia (00366398) were appointed as the Independent Directors under the Companies Act, 2013 for a term of 5 years with effect from 1st April 2014.

The Company has received necessary declaration from each independent director under Section 149(6) of the Companies Act, 2013 that they meet the criteria of Independence and Clause 49 of the Listing Agreement.

Other Key Managerial Persons :

The Board has appointed Mrs. Monica Jain as a Chief Financial Officer and CS Ritu Tiwari as a Company Secretary w.e.f. 01st April, 2014 on the recommendation of the Nomination & Remuneration Committee and designated them as the Key Managerial Personnel. Further that CS Ritu Tiwari due to her personal reason has resigned from the post of Company Secretary w.e.f 23rd December, 2014 and the Board has appointed CS Devendra Kumar Sahu as a Company Secretary w.e.f. 23rd March, 2015 designated as a Key Managerial Personnel.

Directors seeking re-appointment:

Shri Ashok Jain, (DIN 00007813), director is liable to retire by rotation at the ensuing annual general meeting and being eligible offers himself for re-appointment. Further that the tenure of Shri Ashok Jain as a Chairman & Managing Director is being completed on 30th June, 2016, therefore, the Board upon the approval of the Nomination and Remuneration Committee has re-appointed him for a further period of three years w.e.f. 1st July, 2016. Your directors recommend to pass necessary resolutions to that effect as set out in the notice of the Annual General Meeting.

BOARD MEETING AND THE BOARD:

A. Number of meetings of the Board:

Four (4) meetings of the Board were held during the year. For details of the meetings of the Board, please refer to the Corporate Governance Report which forms part of this report. The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013.

B. Policy on Directors' appointment and remuneration:

The Company's Policy is to have an appropriate mix of executive and independent Directors to maintain the independence of the Board and separate its function of governance and management.

The Policy for Directors' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under section 178(3) is uploaded on Company's website. (Link:- http://www.fluidomat.com/ investor-relation.html) and has been attached to this Report as "Annexure-1"

C. Board Evaluation:

Pursuant to the Provisions of Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual evaluation of its own performance.

The performance evaluation of all the independent directors have been done by the entire Board excluding the director being evaluated. On the basis of performance evaluation done by the Board, determines whether to extend or continue their terms of appointment, whenever the respective term expires.

The directors expressed their satisfaction with the evaluation process.

COMMITTEES OF THE BOARD:

In accordance with the Companies Act, 2013 and other purposes the Board has the following six (6) committees:

(a) Audit Committee

(b) Nomination and Remuneration Committee

(c) Stakeholders' Relationship Committee

(d) Risk Management Committee

(e) Corporate Social Responsibility Committee (CSR)

(f) Internal Complaints Committee (ICC) under the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013.

A detailed note on the Board and its committees is provided under the Corporate Governance Report section in this report. DIRECTORS' RESPONSIBILITY STATEMENT:

In terms of Section 134(3)(c) of the Companies Act, 2013, your directors, to the best of their knowledge and belief and according to the information and explanations obtained by them in the normal course of their work, state that, in all material respects;

a) In the preparation of the annual financial statements for the year ended March 31,2015, the applicable accounting standards have been followed;

b) Appropriate accounting policies have been selected, applied consistently and judgment 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) 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) The annual financial statements have been prepared on a going concern basis;

e) Proper internal financial controls were in place and the financial controls were adequate and operating effectively; and

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

AUDITORS AND THEIR REPORT:

A. Statutory Auditors:

The Company's Auditors M/s J.P. Saraf & Co., Chartered Accountants, who were appointed as the statutory auditors for a term of three years at the Annual General Meeting of the Company held on 26th Sept., 2014 are eligible for ratification of their appointment for the year 2015-16. They have confirmed their eligibility under section 141(3)(g) of the Companies Act, 2013.

The Notes on financial statement for the year 2014-15 referred to in the Auditor's Report are self-explanatory and do not call for any further comments. The Auditor's report does not contain any qualification, reservation or adverse remark.

B. Cost Auditors:

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, amended time to time, The provision regarding Cost Audit under this act is not applicable to Company during the year 2014-15. The Company has filed the Cost Audit Report of the Company for the year 2013-14 on dated 23.09.2014.

C. Secretarial Auditors:

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., Company Secretaries to undertake the Secretarial Audit of the Company. The Secretarial Auditors in their report for the year 2014-15 has confirmed the compliances by the Company as covered in their report.

In the matter of their observations, for late filing of certain forms like Form DIR-12, MGT-10, etc, were due to procedural requirement, and the same were filed with the additional filing fee as well as approved by the Registrar/MCA also. The Report of the Secretarial Audit for the year 2014-15 in the Form MR-3 is annexed herewith as "Annexure-2".

D. Disclosure of frauds against the Company:

In terms of the provisions of section 134(3)(ca) of the Companies Act, 2013, there were no fraud committed against the Company by any person under section 143(12) during the year 2014-15. Further that there were no frauds which needs to be reported by the Auditors of the Company to the Central Government.

TRANSACTIONS WITH RELATED PARTIES:

Particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013 in the prescribed form AOC-2 is Nil is appended as "Annexure-3" to the Board's report. The Company has not entered into any material contracts, with the related parties during the year 2014-15 and other contracts or arrangement is in the ordinary course of business on arms length basis, which were approved by the Audit Committee and the Board from time to time.

SIGNIFICANT AND 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.

CONSOLIDATED FINANCIAL STATEMENTS:

Since the Company does not have any subsidiary, associate or joint venture, therefore the requirement for consolidation of the Financial Statements are not applicable to the Company.

PERFORMANCE OF SUBSIDIARIES, ASSOCIATE COMPANIES AND JOINT VENTURES:

Your company does not have any subsidiary, associate or joint venture company at the beginning or any time during the year 2014-

15 therefore, the disclosure in the Form AOC-1 is not applicable to the Company.

PUBLIC DEPOSITS:

The Company has not accepted any deposits from the general public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet. Further that the Company has not accepted any deposits in contravention of the provisions of the Chapter V of the Companies Act, 2013 and rules made thereunder.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

No material changes and commitments affecting the financial position of the Company occurred between the end of the Financial Year to which this financial statements relate and the date of report.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

The Company has not provided any loans, guarantees and not made any investments pursuant to Section 186 of the Companies Act, 2013. 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 was charged.

EXTRACTOFANNUAL RETURN:

The Extract of the Annual Return in form MGT-9 for the year ended 31st March, 2015 is annexed herewith as "Annexure-4". CORPORATE SOCIAL RESPONSIBILITY (CSR):

In view of the requirement under the Companies Act, 2013, the Board have constituted Corporate Social Responsibility Committee (CSR) and adopted policy for CSR. The CSR indicating the activities to be undertaken by the Company was adopted by the Board on the recommendation of CSR Committee. Report on CSR as per Rule 8 of the Companies (CSR Policy) Rules, 2014 is prepared and the same is enclosed as "Annexure-5" of this Report.

CORPORATE GOVERNANCE

In terms of the SEBI Circulars No. CIR/CFD/POLICY CELL/7/2014 dated September 15, 2014, the compliance of clause 49 is not mandatory to the Company after 1st Oct., 2014. However, your Company firmly believes and adopts the highest standard of practice under Corporate Governance. A separate section on Corporate Governance and a certificate from Auditors of the Company regarding compliance of the conditions of Corporate Governance as stipulated under clause 49 of the listing agreement with the Stock exchange form part of this Annual Report.

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-6".

INTERNAL COMMITTEE ON PREVENTION OF SEXUAL HARASSMENT:

The Company has framed 'Anti-Sexual Harassment Policy' at workplace and has constituted Internal Complaints Committee (ICC) as per the requirement of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules made thereunder. No complaints with allegations of sexual harassment were reported during the year under review.

RISK MANAGEMENT:

The Board of Directors of the Company has formed a Risk Management Committee to frame, implement and monitor the risk management plan for the Company. The Committee is responsible for reviewing the risk management plan and ensuring its effectiveness.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

Your company has a Vigil Mechanism in place which also includes a whistle blower policy in terms of the listing agreement for Directors and employees of the Company to provide a mechanism which ensures adequate safeguards to employees and Directors from any victimization on raising of concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any financial statements and reports, etc. The Vigil Mechanism/Whistle Blower Policy of the Company can be accessed on the Company's website at the link: (http://www.fluidomat.com/investor-relation.html) and the same is being attached with this Report as "Annexure-7".

All the employees have the right/option to report their concern/grievance to the Chairman of the Audit Committee. During the year under review no protected disclosure from any Whistle Blower was received by the designated officer under the Vigil Mechanism.

PARTICULARS OF EMPLOYEES:

The information required under section 197(12) of the Companies Act, 2013 read with Rule 5(1) and 5(2) of the Companies (Appointment & remuneration of Management Personnel) Rules, 2014 are given below:

A. Ratio of the remuneration of each director to the median employee's remuneration and the percentage increase in remuneration of each Director & Key Managerial Personnel:

S. No Name Designation Remuneration Remuneration for the year for the year 2014-15 2013-14 (Rs.) (Rs.)

1 Shri Ashok Jain CMD 41,68,560 29,35,940

2 Shri Kunal Jain WTD 23,43,200 21,44,424

3 Radhica Sharma WTD 19,78,418 10,51,701

4 *Shri Khushal Independent Nil Nil Chandra Jain Director

5 *CA Mahendra Independent Nil Nil Kumar Shah Director

6 *Shri Praful Independent Nil Nil R Turakhia Director

7 Mrs. Monica Jain CFO 10,05,400 Nil

8 **CS Ritu Tiwari CS 1,34,268 Nil

9 **CS Devendra CS 6,376 Nil Kumar Sahu

**CS Ritu Tiwari **CS Devendra Kumar Sahu

Name Increase In Percentage Ratio Remuneration of Increase Between In Remuneration Director or KMP and Median Employee

Shri Ashok Jain 12,32,620 41.98% 33.21

Shri Kunal Jain 1,98,776 9.27% 18.67

Radhica Sharma 9,26,717 88.11% 15.76

*Shri Khushal Chandra Jain NA NA NA

*CA Mahendra Kumar Shah NA NA NA

*Shri Praful R Turakhia NA NA NA

Mrs. Monica Jain NA NA NA

**CS Ritu Tiwari NA NA NA

**CS Devendra Kumar Sahu NA NA NA

Note:

*Shri Khushal Chandra Jain, CA Mahendra Kumar Shah and Shri Praful R. Turakhia Independent Directors were paid sitting fees for attending the Meetings of the Board.

** Since this information is for part of the year, the same is not comparable

B. The percentage increase in the Median employees remuneration in the financial year: 9.12%

C. The number of permanent employees on the Roll of the Company as on 31st March, 2015: 200

D. The Explanation on the Relationship between average increase in remuneration and Company performance:

On an average, employee received an annual increase of 10% in India. The individual increments varied from 4% to 15% based on individual performance.

E. Comparison of the remuneration of the Key Managerial Personnel (KMP) against the performance of the Company:

Aggregate remuneration of KMP in Financial Year 2014-15 (In Rs.) 96,36,515

Revenue (In Rs.) 28,17,53,063

Remuneration of KMPs (as % of revenue) 3.42%

Profit before tax (PBT) (InRs.) 7,91,72,933

Remuneration of KMPs (as % of PBT) 12.17%

F. Variation in the Market Capitalization of the Company and Price earning ratio:

Paticulars March 31,2015 March 31,2014 Change in %

Market Capitalization (Rs. in crores) 126.72 42.69 196.83%

P/E Ratio 23.79 9.63 147.04%

G. Comparison between Share quotation and last public offer:

Price quotation on 31st Last public offer Change in % (Increase March 2015 (31.03.2015) in the year 1994 or Decrease)

Rs.257.20 Rs. 10.00 2472% (Increased)

H. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

This is based on Remuneration Policy of the Company that rewards people based on their contribution to the success of the company and also ensures that external market competitiveness and internal relativities are taken care of.

I. The key parameters for any variable component of remuneration availed by the Directors:

The key parameters for variable component of remuneration availed by the directors are as per the Remuneration Policy of the Company.

J. Ratio of the remuneration of the highest paid director and employees who are not directors but receive remuneration excess of Highest paid director during the year: None.

K. Affirmation that the remuneration is as per the Remuneration Policy of the Company:

The Company affirms that remuneration is as per the remuneration policy of the Company:

L. Details of employees who received remuneration in excess of Rs. 60 Lakhs or more per annum:

During the year, none of the employees received remuneration in excess of Rs. 60 Lakhs or more per annum. In accordance with the provisions of Section 197 of the Companies Act, 2013 read with Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Therefore there is no information to disclose in terms of the provisions of the Companies Act, 2013.

PROVISION OF VOTING BY ELECTRONIC MEANS:

Your Company is providing E-voting facility under section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Amendment Rules, 2015. The details regarding e-voting facility is being given with the notice of the Meeting.

INDUSTRIAL RELATIONS:

Company's Industrial relations continued to be healthy, cordial and harmonious during the period under review.

ACKNOWLEDGEMENTS:

Your directors place on record their appreciation of the continued support extended during the year by the company's customers, business associates, suppliers, bankers, investors and government authorities. They also place on record their appreciation of the dedication and contributions made by all the employees for their commitment, hard work and support.

Your directors would also like to thank all their shareholders for their continued faith in the company and its future.

For and on behalf of the Board

Place : Indore Ashok Jain Date: 14th August, 2015 Chairman & Managing Director DIN 00007813




Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the 38th Annual Report together with Audited Accounts of the Company for the year ended 31st March, 2014.

FINANCIAL RESULTS:

The summarised financial results for the year are as under::

(Rs. In Lacs)

Particulars 31.03.2014 31.03.2013

Revenue from operation 2744.50 3020.02

Other Income 78.92 37.41

Total Income 2823.42 3057.43

Total Expenses 1923.10 2241.38

Profit before Interest, Depreciation &Tax (EBIDTA) 900.32 816.05

Less: Interest 0.28 1.71

Less: Depreciation 51.78 46.48

Profit before Tax 848.26 767.86

Less: (a) Current Tax 273.32 250.64

(b) Deferred Tax 4.80 4.50

Net Profit for the year 570.14 512.72

Add: Surplus brought forward from previous year 1043.39 774.78

Amount available for appropriation 1613.53 1287.50 Appropriations:

(a) Transferred to General Reserve 100.00 100.00

(b) Proposed Dividend on Equity Shares 135.49 123.18

(c) Tax on Proposed Dividend 23.03 20.93

Surplus Carried to Balance Sheet 1355.01 1043.39

Paid up Equity Share Capital 492.70 492.70

Earning per share (Rs.10/- each) Basic & Diluted (in Rs.) 11.57 10.41

DIVIDEND:

The Directors of your company are pleased to recommend a dividend @ 27.50% i.e. Rs. 2.75 per Equity Share of Rs. 10 each for the year ended 31st March, 2014 (previous year 25% i.e. Rs. 2.50 per Equity Share of Rs. 10 each). Above dividend would be paid subject to approval by the members in the ensuing Annual General Meeting. The proposed dividend will absorb Rs. 158.52 lacs including Dividend Distribution Tax of Rs. 23.03 lacs. This dividend is tax free in the hands of the share holders.

OPERATING REVIEW:

The financial year 2013-2014 faced difficult economic situation with delays in decision making at Government and industry level and delays in project execution with liquidity crunch. This resulted in fall in sales by approximate 9%. The Company increased its focus on spare sales and replacement business and thus was able to improve the profitability even with lower sales. Profit after tax for the year under review increased by 11% as compared to previous year. During the year EPS has increased to Rs. 11.57 as against EPS of Rs. 10.41 in the corresponding previous year.

DIRECTORS:

The Board in its meeting held on 10th February, 2014 has appointed Smt. Radhica Sharma as the Additional Director as well as Women Director of the Company, liable to retire by rotation and further as Whole-time Director and designated her as the Deputy Managing Director of the Company w.e.f. 10.02.2014 for a period of three years.

Mr. Kunal Jain has been re-appointed as the Whole-time Director of the Company w.e.f. 01/05/2015 for a further period of three years.

Further CA Mahendra Kumar Shah, Mr. Khushal Chandra Jain and Mr. Praful Ratilal Turakhia the existing independent directors are further proposed to be appointed as Independent Directors for a term of 5 years as per requirement of section 149 of the Companies Act, 2013 as well as Clause 49 of the Listing Agreement to hold the office till 31st March, 2019.

The Company also proposes to increase the remuneration payable to Shri Ashok Jain, the Chairman & Managing Director w.e.f. 1st June, 2014 for the remaining part of his tenure.

The Company has received notice in writing from the members as required under section 160 of the Act for proposal for appointment of Smt. Radhica Sharma as a Director and all the Independent Directors of the Company at the ensuing Annual General Meeting.

The Independent Directors have submitted a declaration confirming that they meet the criteria for independence as provided in section 149(6) of the Act and are eligible for appointment as Independent Directors of the Company.

In the opinion of the Board the above said three directors fulfill the conditions specified in the Act and the Rules made there under as per the Clause 49 of the Listing Agreement for their appointment as Independent Directors of the Company.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement of Section 217(2AA) of the Companies Act, 1956, and based on the representation received from the operating management, the Directors hereby confirm that:

a. in the preparation of the annual accounts, the applicable accounting standards have been followed and there is no material departure;

b. they have selected such accounting policies and applied them consistently and made judgments and estimates that have been reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for the year under review;

c. they have taken proper and sufficient care to the best of their Knowledge and ability for the maintenance of adequate accounting records in accordance with the provision of this Act. They confirm that there are adequate systems and controls for safeguarding the assets of the company and for preventing and detecting frauds and other irregularities;

d. they have prepared the annual accounts for the financial year ended 31st March, 2014 on a going concern basis;

AUDITORS:

M/s J.P.Saraf & Co., Chartered Accountants, Indore, Statutory Auditors of the Company, hold the office until the ensuing Annual General Meeting. The said Auditors have furnished the Certificate of their eligibility for 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 J.P.Saraf & Co., Chartered Accountants (ICAI Firm Registration No. 006430C), 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 Forty First 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.

AUDITORS'' REPORT:

The report of the auditors of the Company and notes to the accounts are self explanatory and therefore do not call for any further comments and may be treated as adequate compliance of section 217(3) of the Companies Act, 1956. COST AUDITORS:

Pursuant to the directives of the Central Government under the provisions of section 148 and all other applicable provisions of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules 2014, the Company is not required to appoint the Cost Auditors for the year 2014-15. The Cost Audit Report for the year 2013-14 would be filed to the Central Government within the stipulated time.

SECRETARIAL COMPLIANCE CERTIFICATE:

Compliance Certificate has been obtained from M/s D.K. Jain & Co. in terms of the provisions of section 383A(1) of the Companies Act, 1956 which is being annexed to the Directors'' Report, which is self-explanatory and needs no comments.

Annexure B

FIXED DEPOSITS:

Your company has not accepted any fixed deposit within the meaning of Section 58A and 58AA of the Companies Act, 1956, and as such no amount of principal or interest was outstanding as on the Balance Sheet date.

INSURANCE:

The Company has taken adequate insurance cover for all movable & immovable assets for various types of risks.

INDUSTRIAL RELATIONS:

Company''s Industrial relations continued to be healthy, cordial and harmonious during the period under review.

HEALTH AND SAFETY:

The safety and security of the workers are important things for building healthy work environment. The Company has taken effective measures in the field of health care and safety. Your Company has conducted following activities for building healthy work culture:

1. Regular medical check-up.

2. Medical aid facility for the workers and placement of first aid boxes at several places.

3. Ensuring safety of the workers by displaying signs, cautionary board, emergency phone calling system.

4. Vaccination facilities for contagious diseases.

5. Conducting training programs on the job and after job.

6. Conducting lectures for awareness of hygiene and cleanness.

7. Training to fire marshals and display their contact numbers at various locations.

Your Company believes that healthy and happy working environment is the fundamental right of every employee and to provide the same as a duty of the Company. Your Company is committed towards providing a healthy working environment in every possible way.

ENVIRONMENTAL PROTECTION:

Your company believes that clean surrounding and healthy environment adds to the efficiency of the workers. Your Company believes that it is responsibility of the Company to maintain the ecological balance for sustainable development. Your company aims towards maintaining the harmony and rhythm of the eco system. The eco friendly initiatives adopted by your Company includes:

1. Optimum use of natural resources

2. Implementing the 3R system, reduce, re-use and recycle.

3. Tree plantation campaigns.

4. Regular internal environmental checks.

5. Reduction in process waste.

6. Storage and disposal of hazardous wastes as per statutory requirements.

7. Certification of ISO 14001.

CORPORATE SOCIAL RESPONSIBILITY:

Your directors have constituted the Corporate Social Responsibility Committee (CSR Committee), comprising of CA Mahendra Kumar Shah, as the Chairman and Shri Khushal Chandra Jain, Smt. Radhica Sharma and Shri Praful Ratilal Turakhia, members of the Committee as per requirement of the section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014.

The said Committee has been entrusted with the responsibility of formulating and recommending to the Board, a CSR Policy indicating the activities to be undertaken by the Company, monitoring the implementation of the frame work of the CSR Policy and recommending the amount to be spent on CSR activities.

CORPORATE GOVERNANCE:

Your Company firmly believes and adopts the highest standard of practice under Corporate Governance. A separate section on corporate governance and a certificate from Auditors of the Company regarding compliance of the conditions of corporate governance as stipulated under clause 49 of the listing agreement with the stock exchanges form part of this annual report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, PARTICULAR OF EMPLOYEES AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Information as required under section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules 1988 have been annexed herewith as Annexure

G. ACKNOWLEDGEMENTS:

Your Directors place on record their gratitude to the Central Government, State Governments and Company''s Bankers, for the assistance and co-operation and encouragement they extended to the Company. Your Directors also wish to place on record their sincere thanks and appreciation for the continuing support and unstinting efforts of Investors, Customers, Vendors and Employees in ensuring an excellent all around operational performance.

FOR & ON BEHALF OF THE BOARD Place : INDORE ASHOK JAIN Dated :14th August, 2014 CHAIRMAN & MANAGING DIRECTOR DIN-00007813


Mar 31, 2013

Dear Members,

The Directors have pleasure in presenting the 37th Annual Report of the Company together with the Audited Accounts for the year ended 31st March, 2013.

FINANCIAL RESULTS:

The financial performance of the Company, for the year ended March 31,2013 is summarized below:

(Rs. In Lacs)

Particulars 31.03.2013 31.03.2012

Revenue from operation 3020.02 2684.65

Other Income 37.41 26.92

Total Income 3057.43 2711.57

Total Expenses 2242.31 2138.62

Profit before Interest, Depreciation &Tax (EBIDTA) 815.12 572.95

Less: Interest 1.71 0.34

Less: Depreciation 46.48 40.57

Profit before Tax 766.93 532.04

Less:(a) Current Tax 249.71 176.24

(b) Deferred Tax 4.50 (2.07)

Net Profit for the year 512.72 357.87

Add: Surplus brought forward from previous year 774.78 497.49

Amount available for appropriation 1287.50 855.36

Appropriations:

(a) Transferred to General Reserve 100.00 9.00

(b) Proposed Dividend on Equity Shares 123.18 61.59

(c) Tax on Proposed Dividend 20.93 9.99

Surplus Carried to Balance Sheet 1043.39 774.78

Paid up Equity Share Capital 492.70 492.70

Earning per share (Rs.10/- each) Basic & Diluted (in Rs.) 10.41 7.26



DIVIDEND:

Your Directors are pleased to recommend a dividend of Rs. 2.50 per share i.e. 25% (previous year 12.50%) for the financial year ended March 31, 2013. Above dividend would be paid subject to approval by the Members in the ensuing Annual General Meeting (AGM). The proposed dividend will absorb Rs. 144.11 lacs including Dividend Distribution Tax of Rs. 20.93 lacs.

OPERATIONAL REVIEW:

In the financial year 2012-13, the company continued its strong growth with consistent performance. Total revenue (including other income) increased by 12.75% to Rs. 3057.43 lacs as against Rs. 2711.57 lacs for the previous year. Profit after tax for the year under review increased by 43.27% as compared to previous year. The company has generated cash profits of Rs. 563.70 Lacs as against Rs. 396.37 Lacs in the corresponding previous year. During the year EPS has increased by 43% to Rs. 10.41 as against EPS of Rs. 7.26 in the corresponding previous year.

FIXED DEPOSITS:

Your Company has not accepted any public deposit within the meaning of provisions of section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposit) Rules, 1975 and as such no amount of principal or interest was outstanding as of the balance sheet date.

CORPORATE GOVERNANCE:

Your Company firmly believes and adopts the highest standard of practice under Corporate Governance. A separate section on corporate governance and a certificate from Auditors of the Company regarding compliance of the conditions of corporate governance as stipulated under clause 49 of the listing agreement with the stock exchanges form part of this annual report.

DIRECTORS:

The Board consists of executive and non-executive Directors including independent Directors who have wide and varied experience in different disciplines of corporate functioning.

In terms of Articles of Association of the Company CA M.K. Shah, Shri K.C. Jain and Shri Kunal Jain liable to retire by rotation at the forthcoming Annual General Meeting and being eligible offers themselves for re-appointment.

DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the provisions of section of 217(2AA) of the Companies Act, 1956, your Directors state that:

- In the preparation of accounts, the applicable accounting standards have been followed.

- Accounting policies selected were applied consistently. Reasonable and prudent judgments and estimates were made so as to give a true and fair view of the state of affairs of the Company as at the end of March 31, 2013 and the profit of the Company for the year ended on that date.

- Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities.

- The annual accounts of the Company have been prepared on a going concern basis. AUDITORS:

M/s J. P. Saraf & Co., Chartered Accountants, Indore, the statutory Auditors of the Company retires at the close of this Annual General Meeting and is eligible for re-appointment. The Company has received confirmation from the Auditors that their re-appointment will be within the limits prescribed under section 224(1B) of the Companies Act, 1956. The Audit Committee of the Board has recommended their re-appointment. The necessary resolution is being placed before the shareholders for approval.

AUDITORS'' REPORT:

The report of the auditors of the Company and notes to the accounts are self explanatory and therefore do not call for any further comments and may be treated as adequate compliance of section 217(3) of the Companies Act, 1956.

COST AUDITORS:

M/s G.K.Gupta & Co., Cost Accountants in whole-time practice, are re-appointed as the cost auditors of the Company for the financial year 2013-14 to conduct cost audit of the accounts maintained by the company, in respect of the company''s products prescribed under Cost Audit Rules,2011.

Pursuant to the provisions of section 209(1)(d) of the Companies Act, 1956, Company was subjected to maintain Cost Accounting Record and was required to file compliance Report to the MCA for the financial year 2011-12. Accordingly Compliance Report for the period 01.04.2011 to 31.03.2012 issued by M/s GK. Gupta & Company, Cost Auditors was filed with the Ministry of Corporate Affairs (M.C.A.) on December 13, 2012. The due date for filing the said report with MCA was February 28, 2013.

The Cost Audit Report for the financial year 2012-13, in respect of the Company''s Products prescribed under Cost Audit Rules 2011, is due to be filed with MCA on or before September 27, 2013 (being within 180 days from the end of reporting year). The cost audit report will be filed with the Central Government as per the timelines.

SECRETARIAL COMPLIANCE CERTIFICATE:

Compliance Certificate has been obtained from M/s D. K. Jain & Co. in terms of the provisions of section 383A(1) of the Companies Act, 1956 which is being annexed to the Directors'' Report, which is self-explanatory and needs no comments. Annexure B

INSURANCE:

The Company has taken adequate insurance cover for all movable & immovable assets for various types of risks.

INDUSTRIAL RELATIONS:

Company''s Industrial relations continued to be healthy, cordial and harmonious during the period under review.

HEALTH AND SAFETY:

The safety and security of the workers are important things for building healthy work environment. The Company has taken effective measures in the field of health care and safety. Your company has conducted following activities for building healthy work culture:

1. Regular medical check-up

2. Medical aid facility for the workers and placement of first aid boxes at several places

3. Ensuring safety of the workers by displaying signs, cautionary board, emergency phone calling system.

4. Conducting training programs on the job and after job.

5. Conducting lectures for awareness of hygiene and cleanness.

6. Training to fire marshals and display their contact numbers at various locations.

Your Company belief that healthy and happy working environment is the fundamental rights of every employee and to provide the same as a duty of the company. Your company is committed towards providing a healthy working environment in every possible way.

ENVIRONMENTAL PROTECTION:

Your company believes that clean surrounding and healthy environment adds to the efficiency of the workers. Your company believes that it is responsibility of the company to maintain the ecological balance for sustainable development. Your company aims towards maintaining the harmony and rhythm of the eco system. The eco friendly initiatives adopted by your company includes:

1. Optimum use of natural resources

2. Implementing the 3R system, reduce, re-use and recycle.

3. Tree plantation campaigns.

4. Regular internal environmental checks.

5. Reduction in process waste.

6. Storage and disposal of hazardous wastes as per statutory requirements.

CORPORATE SOCIAL RESPONSIBILITY

Corporate Social Responsibility (CSR) is not a new Concept in India. The only new is that the focus has been shifted from making profits to meeting societal challenges.

Corporate Social Responsibility is the continuing commitment by business to behave ethically and contribute to economic development while improving the quality of life of the workforce and their families as well as of the local community and society at large.

Your company is dedicated to serve the society at large. Commitment towards health, safety and environment protection are the core values of the company. The company is continuously making efforts to preserve the environment by undertaking various measures such as plantation of trees, encouraging paperless transactions, optimum use of natural resources, etc.

Your company shall continue to undertake more activities and initiatives to improve the quality of life and society at large.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, PARTICULAR OF EMPLOYEES AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Information as required under section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules 1988 have been annexed herewith as Annexure A.

G. ACKNOWLEDGEMENTS:

Your Directors place on record their gratitude to the Central Government, State Governments and Company''s Bankers, for the assistance and co-operation and encouragement they extended to the Company. Your Directors also wish to place on record their sincere thanks and appreciation for the continuing support and unstinting efforts of Investors, Customer, Vendors and Employees in ensuring an excellent all around operational performance.

BY ORDER OF THE BOARD

Place: INDORE ASHOK JAIN

Dated: 13th August, 2013 CHAIRMAN & MANAGING DIRECTOR


Mar 31, 2012

The Directors have pleasure in presenting the 36th Annual Report together with the Audited Accounts for the year ended 31st March, 2012.

FINANCIAL RESULTS:

The financial performance of the Company, for the year ended March 31, 2012 is summarized below :

(Rupees in Lacs)

Particulars 2011-12 2010-11

Revenue from operation 2684.65 2021.94

Other Income 26.92 18.14

Total Income 2711.57 2040.08

Total Expenses 2138.62 1652.14

Profit before Interest, Depreciation

&Tax (EBIDTA) 572.95 387.94

Less: Interest 0.34 6.71

Less: Depreciation 40.57 35.97

Profit before Tax 532.04 345.26

Less: (a) Current Tax 176.24 119.22

(b) Deferred Tax (2.07) (4.62)

Net Profit for the year 357.87 230.66

Add: Surplus brought forward from previous year 497.49 291.94

Amount available for appropriation 855.36 522.60

Appropriations:

(a) Transferred from Debenture Redemption Reserve - (32.15)

(b) Transferred to General Reserve 9.00 -

(c) Proposed Dividend on Equity Shares 61.59 49.27

(d) Tax on Proposed Dividend 9.99 7.99

Surplus Carried to Balance Sheet 774.78 497.49

Paid up Equity Share Capital 492.70 492.70

Earning per share (Rs.10/- each) Basic &

Diluted (in Rs.) 7.26 4.68

DIVIDEND: Your Directors are pleased to recommend a dividend of Rs. 1.25 per share i.e. 12.50% (previous year 10%) for the financial year ended March 31, 2012. Above dividend would be paid subject to approval by the Members in the ensuing Annual General Meeting (AGM). The proposed dividend will absorb Rs. 71.58 lacs including Dividend Distribution Tax of Rs. 9.99 lacs. The dividend payment is recommended in accordance with company policy to pay sustainable dividend linked to long term growth objectives of the company to be met by internal cash accruals. OPERATIONAL REVIEW: In the financial year 2011-12, the company continued its strong growth with consistent performance. Total Revenue (including other Income) increased by 33% to Rs. 2711.57 lacs as against Rs. 2040.08 lacs for the previous year. Profit before tax for the year under review increased by 54% as compared to previous year. During the year EPS have increased by 55% to Rs. 7.26 as against EPS of Rs. 4.68 in the corresponding previous year.

FIXED DEPOSITS: Your Company has not accepted any public deposit within the meaning of provisions of section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposit) Rules, 1975 and as such no amount of principal or interest was outstanding as of the balance sheet date.

CORPORATE GOVERNANCE: Your Company firmly believes and adopts the highest standard of practice under Corporate Governance. A separate section on corporate governance and a certificate from Auditors of the Company regarding compliance of the conditions of corporate governance as stipulated under clause 49 of the listing agreement with the stock exchanges form part of this annual report.

DIRECTORS: The Board consists of executive and non-executive Directors including independent Directors who have wide and varied experience in different disciplines of corporate functioning.

Shri Deepak Kemkar did not offer himself for re-appointment at the Annual General Meeting held on 26th Sept., 2011, therefore ceased to be the Director on the Board of the Company. The Board places its sincere appreciation for the valuable guidance and contribution made by Shri Deepak Kemkar through his long time association with the Company.

In terms of Articles of Association of the Company Shri Praful R. Turakhia and Shri Ashok Jain retire by rotation at the forthcoming Annual General Meeting and being eligible offers themselves for re-appointment.

The tenure of the Managing Director, Shri Ashok Jain is ending on 30th June, 2013, therefore, your Directors proposes for his re-appointment for a further period of three years w.e.f. 1st July, 2013. Your Directors proposes for approval of the members at the forthcoming Annual General meeting and recommends to pass necessary resolutions to that effect as set out in the notice of the annual general meeting.

DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the provisions of section of 217(2AA) of the Companies Act, 1956, your Directors state that:

In the preparation of accounts, the applicable accounting standards have been followed.

Accounting policies selected were applied consistently. Reasonable and prudent judgments and estimates were made so as to give a true and fair view of the state of affairs of the Company as at the end of March 31, 2012 and the profit of the Company for the year ended on that date.

Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities.

The annual accounts of the Company have been prepared on a going concern basis.

AUDITOR: M/s J. P. Saraf & Co., Chartered Accountants, Indore, the statutory Auditors of the Company retires at the close of this Annual General Meeting and is eligible for re-appointment. The Company has received confirmation from the Auditors that their re-appointment will be within the limits prescribed under section 224(1B) of the Companies Act, 1956. The Audit Committee of the Board has recommended their re-appointment. The necessary resolution is being placed before the shareholders for approval.

AUDITORS' REPORT: The report of the auditors of the Company and notes to the accounts are self explanatory and therefore do not call for any further comments and may be treated as adequate compliance of section 217(3) of the Companies Act, 1956.

COST AUDITOR: M/s G.K.Gupta & Co., Cost Accountant in whole-time practice, has been appointed as the cost auditor of the Company for conducting the cost audit of Company's product i.e. Fluid Couplings for the financial year 2012-13.

Pursuant to the provisions of section 209(1)(d) of the Companies Act, 1956, Company is subject to maintenance of Cost Accounting Record and is required to file Compliance Report to the MCA for the financial year 2011-12 . Accordingly Company has maintained the prescribed cost records and the compliance certificate shall be filed to the MCA within the stipulated time by the Company.

SECRETARIAL COMPLIANCE CERTIFICATE: Compliance Certificate has been obtained from M/s D. K. Jain & Co. in terms of the provisions of section 383A(1) of the Companies Act, 1956 which is being annexed to the Directors' Report, which is self-explanatory and needs no comments. Annexure B

INSURANCE: The Company has taken adequate insurance cover for all movable & immovable assets for various types of risks.

INDUSTRIAL RELATIONS: Company's Industrial relations continued to be healthy, cordial and harmonious during the period under review. HEALTH AND SAFETY: The safety and security of the workers are important things for building healthy work environment. The Company has taken effective measures in the field of health care and safety. Your Company has conducted following activities for building healthy work culture:

1. Regular medical check-up

2. Medical aid facility for the workers and placement of first aid boxes at several places

3. Ensuring safety of the workers by displaying signs, cautionary board, emergency phone calling system.

4. Conducting training programs on the job and after job.

5. Conducting lectures for awareness of hygiene and cleanness.

6. Training to fire marshals and display their contact numbers at various locations.

Your Company belief that healthy and happy working environment is the fundamental rights of every employee and to provide the same as a duty of the Company. Your Company is committed towards providing a healthy working environment in every possible way.

ENVIRONMENTAL PROTECTION: Your Company believes that clean surrounding and health environment adds to the efficiency of the workers. Your Company believes that it is responsibility of the Company to maintain the ecological balance for sustainable development. Your Company aims towards maintaining the harmony and rhythm of the eco system. The eco friendly initiatives adopted by your Company includes:

1. Optimum use of natural resources

2. Implementing the 3R system, reduce, re-use and recycle.

3. Tree plantation campaigns.

4. Regular internal environmental checks.

5. Reduction in process waste.

6. Storage and disposal of hazardous wastes as per statutory requirements.

CORPORATE SOCIAL RESPONSIBILITY Corporate Social Responsibility (CSR) is not a new Concept in India. The only new is that the focus has been shifted from making profits to meeting societal challenges.

Corporate Social Responsibility is the continuing commitment by business to behave ethically and contribute to economic development while improving the quality of life of the workforce and their families as well as of the local community and society at large.

Your Company is dedicated to serve the society at large. Commitment towards health, safety and environment protection are the core values of the Company. The Company is continuously making efforts to preserve the environment by undertaking various measures such as plantation of trees, encouraging paperless transactions, optimum use of natural resources etc.

Your Company shall continue to undertake more activities and initiatives to improve the quality of life and society at large.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, PARTICULAR OF EMPLOYEES AND FOREIGN EXCHANGE EARNINGS AND OUTGO: Information as required under section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules 1988 have been annexed herewith.

G. ACKNOWLEDGEMENTS: Your Directors place on record their gratitude to the Central Government, State Governments and Company's Bankers for the assistance, co-operation and encouragement they extended to the Company. Your Directors also wish to place on record their sincere thanks and appreciation for the continuing support and unstinting efforts of Investors, Customer, Vendors and Employees in ensuring an excellent all around operational performance.

BY ORDER OF THE BOARD

Place: Indore ASHOK JAIN

Date: 13th August, 2012 CHAIRMAN & MANAGING DIRECTOR


Mar 31, 2010

The Directors are pleased to present the 34th Annual Report of the company alongwith the Audited Accounts for the year ended 31 st March, 2010.

FINANCIAL RESULTS (Rupees in Lacs)

Particulars 2009-10 2008-09

Net Sales 1812.77 1431.77

Other income 11.86 7.48

Total income 1824.63 1439.25

Total Expenses 1481.81 1167.17

Operating Profit (PBIDT) 342.82 272.08

Interest 14.17 22.65

Depreciation 33.99 30.62

Profit before Taxation 294.66 218.81

(a) Current Tax 102.42 80.33

(b) Deferred Tax 0.10 (1.55)

(c) Fringe Benefit Tax 0.00 2.64

Extra Ordinary/Exceptional Items (Net) (0.19) (2.26)

Net Profit after Interest, 192.33 139.65

Depreciation & Tax

Paid up Equity Share Capital 492.70 494.95

Reserves 365.24 171.78

Earning per share - Basic 3.90 2.83

Diluted 3.53 2.58



DIVIDEND :

Your Company continued to demonstrate improved business and profitability performance in the year 2009-10-too, but considering the need to conserve resources for capital investment in fixed assets and working capital requirement to meet the envisaged business growth, your Directors do not recommend dividend on equity shares for the year. OPERATING RESULTS AND BUSINESS: Despite global financial crisis in last two three years, Indias Economic growth is steadily gaining momentum, led by encouraging sustained growth in Industrial activity during the year under report. In these challenging times, your Companys performances reflects continuous substantial growth year after year.

Your company has achieved an over all turnover growth of 26.6% while the operating profit and profit before taxes recorded growth of 26.1% & 34.7% respectively during the year under report over the previous year. To meet the increasing demand of Co.s product, the company has increased skilled manpower in all section, besides various steps taken for vendors development.

During the first quarter of the current year (2010-11), the company has secured orders worth Rs. 793 Lacs as against Rs. 476 Lacs during the previous year. Dispatches during the 1st quarter is Rs. 433 lacs against Rs. 202 lacs during the previous year. The pending orders as on 01.07.2010 under execution is Rs. 1442 lacs with 9 months remaining of the financial year for further order bookings. The company has track record of growth during last five years.

CORPORATE GOVERNANCE: Your Company firmly believes and adopts the highest standard of practice under Corporate Governance. A separate section on corporate governance and a certificate from Auditors of the company regarding compliance of the conditions of corporate governance as stipulated under clause 49 of the listing agreement with the stock exchanges form part of this annual report. DIRECTORS:

The Board consists of executive and non-executive directors including independent directors who have wide and varied experience in different disciplines of corporate functioning.

In terms of Articles of Association of the Company Shri K.C. Jain, Shri M.K. Shah-and Shri Kunal Jain, retires by rotation at the forthcoming Annual General Meeting and being eligible, offers themselves for re- appointment.

Your Directors proposes for the approval of the members at the forthcoming Annual General meeting and recommends to pass necessary resolution to that effect as set out in the notice of the annual general meeting.

DIRECTORS RESPONSIBILITY STATEMENT: In accordance with the provisions of section of 217(2AA) of the Companies Act, 1956, your directors state that:

- In the preparation of accounts, the applicable accounting standards have been followed.

- Accounting policies selected were applied consistently. Reasonable and prudent judgments and estimates were made so as to give a true and fair view of the state of affairs of the company as at the end of March 31, 2010 and the profit of the company for the year ended on that date.

- Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting frauds and other irregularities. - The annual accounts of the company have been prepared on a going concern basis.

AUDITORS:

M/s J. P. Saraf & Co., Chartered Accountants Indore, the statutory Auditors of the company retires at the close of this Annual General Meeting and is eligible for re-appointment. The Company has received confirmation from the Auditors that their re- appointment will be within the limits prescribed under section 224(1 B) of the Companies Act, 1956. The Audit Committee of the Board has recommended their re-appointment. The necessary resolution is being placed before the shareholders for approval.

AUDITORS REPORT:

The report of the auditors of the company and notes to the accounts are self explanatory and therefore do not call for any further comments and may be treated as adequate compliance of section 217(3) of the Companies Act, 1956. INSURANCE:

The Company has taken adequate insurance cover for all movable & immovable assets for various types of risks. FIXED DEPOSITS:

Your Company has not accepted any public deposit within the meaning of provisions of section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposit) Rules, 1975 and as such no amount of principal or interest was outstanding as of the balance sheet date. INDUSTRIAL RELATIONS:

Companys Industrial relations continued to be healthy, cordial and harmonious during the period under review. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, PARTICULAR OF EMPLOYEES AND FOREIGN EXCHANGE EARNINGS AND OUTGO: Information as required under section 217(1 )(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules 1988 have been annexed herewith.

G. ACKNOWLEDGEMENTS:

Your Directors place on record their gratitude to the Central Government, State Governments and companys Bankers and IFCI for the assistance, co- operation and encouragement they extended to the company. Your directors also wish to place on record their sincere thanks and appreciation for the continuing support and unstinting efforts of Investors, Customers, Vendors and Employees in ensuring an excellent all around operational performance.

For & On Behalf of the Board

ASHOK JAIN CHAIRMAN & MANAGING DIRECTOR

Place: INDORE Dated: 30th July 2010

 
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