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Directors Report of G G Dandekar Properties Ltd.

Mar 31, 2018

The Directors have pleasure in presenting the 79^thAnnual Report with the Audited Annual Accounts of the Company for the year ending 31^st March 2018.

FINANCIAL PERFORMANCE

(Amt in Rs. Lakhs.)

Particulars	2017-18	2016-17
Total Income	989.64	1283.34
Profit/(Loss) before exceptional items and tax	(381.81)	(252.13)
Exceptional Items	-	-
Profit before tax	(381.81)	(252.13)
Tax Expense (Current and Deferred Tax)	79.80	2.12
Net Profit/(Loss) for the period	(461.62)	(254.25)
Other Comprehensive Income	683.44	781.00
Total Comprehensive Income for the year, net of tax	221.82	526.75

DIVIDEND

Your Directors do not recommend any dividend for the financial year 2017-18.

MANAGEMENT DISCUSSION & ANALYSIS REPORT:

1. This section includes discussion on the following matters within the limits set by the Company''s Competitive position:

(A) INDIAN ECONOMY

The IMF''s latest World Economic Outlook (WEO) report expects India to grow at 7.4 per cent in 2019 and 7.8 per cent in 2020. According to its data, in 2020, India is expected to post the highest rate of growth worldwide.

Growth in India is projected to increase, lifted by strong consumption and implementation of the GST. Over the medium term, growth is expected to gradually rise with continued implementation of reforms and increased private investment. Private investment, financing of stalled projects and continued government''s push for Make in India is expected to contribute to this growth.

The companies engaged in the engineering sector are virtually on a roll. Capacity creation in sectors like infrastructure, power, mining, oil & gas, refinery, steel, automotive, and consumer durables has been driving demand in the engineering sector. Separately, the approval of significant number of special economic zones (SEZs) across the country and the development of the Delhi Mumbai Industrial Corridor (DMIC) across seven states is expected to further bolster the engineering sector.

With 100 per cent Foreign Direct Investment (FDI) allowed through the automatic route, and initiatives like ''Make in India'', major international players have entered the Indian engineering sector. The engineering sector has received cumulative FDI inflows worth US$ 3.39 billion during April 2000 to December 2017.

As an effect, Indian capital goods manufacturers have been facing competition from foreign players; particularly European, Chinese and South East Asian manufacturers. Currently, despite increased domestic capacities, low cost foreign manufacturers offer tough competition to domestic manufactures in some segments of the industry.

Rainfall prediction is key factor for agri based industries and any deviation to normal rainfall affects adversely. As per present predictions, rainfall will be 97% of the 50-year average with a 54% probability that rains will be normal to above normal in majority parts of India. A normal monsoon is crucial to push economic growth, which slowed last year under the lingering impact of demonetisation and implementation of the goods and services tax (GST).

Overall normal rainfall will be useful for rice production and in turn will maintain demand for Rice Milling Machinery.

(B) INDUSTRY STRUCTURE AND DEVELOPMENT

The main business of the company is to manufacture Food Processing Machineries especially for Rice Milling. With over a century of experience, the company products are benchmark for the Rice Milling industry. The company also offers consolidated solutions for Rice Milling projects from conceptualization of turnkey mill to improving and modifying existing mills.

The company is working to extend its market coverage to access to more than 80% rice pockets in India. To increase footprint, the company has supplied and commissioned several full mills across India which are good reference to attract new buyers. It addresses business in new growing markets and helps to reduce dependency on traditional markets.

The company continues its focus on Research & Development activities and has developed several new products. The company is working in tune with the government initiative to promote farmers consortium for rice milling activity. It has developed small capacity mills to cater to these requirements. This activity has opened up a new market for small capacity full mill business.

The company will be benefitted from implementation of GST as it will put it at par with other machinery suppliers. It will shift customer''s preference to organized manufacturers over local un-organized machinery suppliers. Overall in a long term it will have a positive impact on the company''s business.

(D) SEGMENT-WISE PERFORMANCE OR PRODUCT-WISE PERFORMANCE

The company has maintained its leadership in traditional flagship products like Dandekar Cone Polishers and Table type Paddy Separator. The company has progressed well on new product development and has made 20% business through new products. The company has done major business in Polishing and Grading section.

(E) OUTLOOK

The rice industry in India plays a vital role in the country''s agricultural sector, makes significant contributions to India''s economic growth, foreign exchange earnings and employment rates. Thanks to the country''s large growing area and the preferential soil and climate conditions, India is now one of the world''s largest rice and basmati rice producers and exporters, representing over 22% of the world''s total supply and contributing to more than 40% of the country''s total food grain production. After suffering two years of financial stress caused by excess paddy supply and weak international demand, India''s rice industry, especially basmati rice, is expecting a rebound in 2018 from growing demand and low inventory prices.

Recent statistics released by the Government of India shows that total the production of rice in India decreased by 1.09%, or 1.1 million tonnes in 2014-15 to 105.5 million tonnes from the previous fiscal year. However, in 2016-17, the total rice production in India is 108.86 million tones. The five-year rice production average is 105.42 million tonnes.

However, consecutive years of good harvest in 2016-17 and 2017-18 led to crash in wholesale crop prices leading to protests by farmers. The centre in its budget this year promised minimum support prices (MSP) at costs plus 50% margin and a policy may be announced for effective procurement of crops at support prices. It may reduce milling margin and overall it will have a mixed effect on Indian rice milling machinery business wherein investment budgets will be squeezed putting pressure on machinery prices.

(F) RISK AND CONCERNS

Risks of critical importance have been identified over a period of time. These risks are ranked on the basis of their impact on company''s business and likelihood of their occurrence. A cross functional team takes stock of these risks and calls for necessary measures to mitigate the risks from the concerned risk owners. The risk owners then produce action plans for risk mitigation which is then evaluated by the team. New risks are added with the changes in economic and market scenarios and undergo the same process.

Identified risks include:

- Increased competition, Rising cost of input raw material especially steel and reduced milling margin for Rice Millers will put pressure on prices for milling machinery.

- Steady growth of Chinese, Thai and Korean products contributed by both organized and un-organized Rice Mill Manufacturers.

- Rise in low cost local machinery manufacturers, dividing existing business amongst many smaller suppliers

(G) INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has adequate internal control systems to ensure operational efficiency, accuracy and promptness in financial reporting and compliance of various laws and regulations.

The internal control system is supported by the internal audit process. An Internal Auditor has been appointed for this purpose. The Audit Committee of the Board reviews the Internal Audit Report and the adequacy and effectiveness of internal controls periodically.

(H) COMPANY''S FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCE

During the financial year under review, your company has achieved turnover of Rs. 880.07 Lacs (previous year Rs. 1251.64 Lacs). The net profit is Rs. 221.82 Lacs (as against net profit after taxes Rs. 526.75 Lacs during FY 2016-17).

(I) MATERIAL DEVELOPMENT IN HUMAN RESOURCES / INDUSTRIAL RELATIONS FORMAT, INCLUDING NUMBER OF PEOPLE EMPLOYED

The Company seeks to recruit and retain quality industry professionals and provide them with a high performance environment.

During the financial year, total workforce of the Company was 81 (J) ENVIRONMENT

The Company takes due care in the selection and usage of appropriate material and methods in order to avoid violation of norms formulated to safeguard the environment.

(K) CAUTIONARY STATEMENT

Statements in this Report, particularly those which relate to Management Discussion and Analysis, describing the Company''s objectives, projections, estimates and expectations may constitute âforward looking statementsâ within the meaning of applicable laws and regulations. Actual results might differ materially from those either expressed or implied.

(L) LISTING FEES

The annual listing fees for the year under review have been paid to BSE Limited, where your Company''s shares are listed.

(M) COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS

As on 31^st March 2018, the Company has no subsidiary company.

The Board presents Audited standalone Financial Statements as prepared in compliance with the applicable Accounting Standards and the Listing Regulations.

PARTICULARS OF INFORMATION FORMING PART OF THE BOARD''S REPORT PURSUANT TO SECTION 134 OF THE COMPANIES ACT, 2013, RULE 8 OF THE COMPANIES (ACCOUNTS) RULES 2014 AND RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

EXTRACT OF ANNUAL RETURN:

As required under Section 134(3)(a) of the Act, read with the Companies (Management and Administration) Rules, 2014, an extract of the Annual return in the prescribed form is attached as ''Annexure I'' to this Report.

NUMBER OF MEETINGS OF THE BOARD:

During the year under review, Five Board Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Act.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirements of Section 134(5) of the Act, in respect of Directors'' Responsibility Statement, your Directors state that:

a) in the preparation of the annual accounts for the year ended 31^st March, 2018, the applicable accounting standards had been followed and there were no material departures from the applicable accounting standards;.

b) accounting policies as mentioned in Notes to the Financial Statements have been selected and applied consistently. Further judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31^st March, 2018 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 that the financial controls were adequate and were operating effectively and

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

DECLARATION BY THE INDEPENDENT DIRECTORS

The Company has received necessary declaration from all Independent Directors under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure requirements) Regulations, 2015 that they meet the criteria of independence as laid down.

COMPANY''S POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION:

The Board had on the recommendation of the Nomination and Remuneration Committee framed and adopted a policy for selection and appointment of Directors, Key Managerial Personnel (KMP) and Senior Management Personnel and their remuneration. The policy is appended as ''Annexure II'' to this Report.

AUDITORS

a. Statutory Auditors

As per the provision of section 139 of Companies Act 2013, prevailing before Companies Amendment Act 2017, M/s. Joshi & Kulkarni Chartered Accountants, Pune of the Company were appointed in the AGM held for the Financial Year 2014 for a period of five years, subject to ratification by the members in the annual general meeting. The Company has received certificate from the Statutory Auditors of the Company as required under Section 139(1) of the Companies Act, 2013 stating that this ratification, if made, will be in accordance with the provisions of Companies Act, 2013.

Being eligible M/s Joshi & Kulkarni, Chartered Accountants, Pune, have offered themselves for re-appointment.

The appointment of M/s Joshi & Kulkarni, Chartered Accountants, Pune, was ratified from year to year, last such ratification was done in the last Annual General Meeting held in the year 2017. This ratification was for one year due to amendment to the relevant provisions of the Companies Act 2013, there is no need for yearly ratification and appointment once made would be valid for 5 years.

However, considering the fact of last years'' ratification and as a matter of good governance, it is proposed to move a resolution for ratification in the ensuing AGM.

You are requested to ratify the appointment of M/s Joshi & Kulkarni, Chartered Accountants, Pune, as the Statutory Auditors of the company in accordance with the provisions of section 139 of the Companies Ac, 2013 prevailing as on the date of appointment.

b. Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. Mahesh Athavale, Practicing Company Secretary (Membership No. FCS 2412 CP No. 1488), to undertake the Secretarial Audit of the Company.

c. Cost Auditor

The Company has appointed Mr. Harshad S. Deshpande, Cost Accountant (Membership No. 25054) Pune as Cost Auditors for maintenance of Cost records.

EXPLANATION ON COMMENTS ON STATUTORY AUDITORS'' AND SECRETARIAL AUDIT REPORT:

There are no qualifications, reservations or adverse remarks or disclaimers made by M/s Joshi & Kulkarni, Statutory Auditors, in their Audit report.

and by Mr. Mahesh Athavale, Company Secretary in Practice, in his Secretarial Audit Report has provided below mentioned qualification:

1. The Company has not complied with the provisions of Section 124 of the Companies Act, 2013 and the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 read with the relevant circulars and amendments thereto except filing of e-form No. IEPF 6 with late fees. Annual Return in respect of the year ended 31^st March 2017 was filed with additional fees on 3^rd May 2018 and Financial Statements for that year were filed on 06^th September, 2017.

Reply: Considering the reconciliation issues with Bank in relation to balance in Unpaid Dividend Account, the Company was not able to comply with Section 124 of the Companies Act, 2013 and the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 and relevant Notification issued in this regard.

However, the Company is in the process for complying with the relevant provisions.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT UNDER SECTION 186 OF THE COMPANIES ACT, 2013

Your Company has not given any loan or guarantee or security or made any investment as contemplated by Section 186 of the Companies Act, 2013 during the financial year under review.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SUBSECTION (1) OF SECTION 188:

Pursuant to the provisions of Section 134 of the Companies Act, 2013, read with Rule 8 (2) of the Companies (Accounts) Rules, 2014, the particulars of contracts or arrangements entered into by the Company with Related Parties have been done at arm''s length and are in the ordinary course of business. Hence, no particulars are being provided in Form AOC-2.

The disclosures as per IND-AS 24 for transactions with related parties are provided in the Financial Statements of the Company.

STATE OF COMPANY''S AFFAIRS:

Discussion on state of Company''s affairs has been covered in the Management Discussion and Analysis.

AMOUNTS PROPOSED TO BE CARRIED TO RESERVES:

Particulars of the amounts proposed to be carried to reserves have been covered in Note - 19 of the financial statements of the company.

MATERIAL CHANGES AND COMMITMENTS BETWEEN THE DATE OF THE BALANCE SHEET AND THE DATE OF REPORT:

There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

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

A. Conservation of energy and Technology Absorption:

Pursuant to Section 134 (3) (m) of the Act read with Rules there under, the report regarding conservation of energy, technology absorption is annexed herewith as ''Annexure IV''

B. Foreign exchange earnings and Outgo:

Sr. No.	Particulars	Amount in Rs.
i)	Foreign Exchange earned in terms of actual inflows during the year	Nil
ii)	Foreign Exchange outgo during the year in terms of actual outflows	8,57,474

RISK MANAGEMENT POLICY:

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

CORPORATE SOCIAL RESPONSIBILITY (CSR):

Net worth of the Company is not more than Rs. 500 crore, its turnover is not more than Rs. 1000 crore and its net profit is not more than Rs. 5 crore, consequently the provisions of section 135 of the Companies Act, 2013 are not applicable to the Company. The Company is not required to constitute the Corporate Social Responsibility, frame the CSR policy or spend the amount on CSR

BOARD EVALUATION:

Pursuant to provisions of the section 134(3)(p), 149(8) and Schedule IV of the Companies Act, 2013 and Regulation 17 of SEBI Listing Regulations, annual performance evaluation of Directors as well as of the Audit Committee, Nomination & Remuneration Committee and Share Transfer Cum Shareholders''/Investors'' Grievance and Stake Holders Relationship Committee of the Board has been carried out.

The performance evaluation of the Independent Directors was carried out by the entire Board and the Performance Evaluation of Chairman and Non-Independent Directors was carried out by the Independent Directors.

The manner in which the evaluation has been carried out has been provided in the Corporate Governance Report.

DETAILS OF SUBSIDIARIES, JOINT VENTURES (JV) OR ASSOCIATE COMPANIES (AC):

Company does not have any subsidiary, joint venture or associate company; therefore it is not required to give details as required under Rule 8(5)(iv) of Companies (Accounts) Rules, 2014 during the financial year under review

PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:

Company does not have any subsidiary, joint venture or associate company; therefore it is not required to give details as required under Rule 8(1) of Companies (Accounts) Rules, 2014 during the financial year under review.

CHANGE IN THE NATURE OF BUSINESS, IF ANY:

There has been no change in the nature of business during the financial year under review.

DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL APPOINTED/ RESIGNED DURING THE YEAR 2017-18:

During the year under review:

Mr. Saurabh Somani, Company Secretary and Compliance Officer of the Company has tendered resignation from the office of Key Managerial Personnel w.e.f 13^th December 2017

Consequently, Mr. Aneesh Parwani was appointed Assistant Company Secretary from 1^st March, 2018 upto 31^st May, 2018. Subsequently he has been appointed and redesignated in the office of Key Managerial Personnel, as Company Secretary and Compliance Officer of the Company w.e.f 01^st June 2018.

DIRECTOR(S) PROPOSED TO BE APPOINTED / RE-APPOINTED AT THE ENSUING ANNUAL GENERAL MEETING

Mr. Nihal Kulkarni, who retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment. The Company has also received the requisite disclosure / declaration from Mr. Nihal Kulkarni.

Mr. Mangesh Joshi was appointed as an Additional Director on 25^th July 2015 and considering the expertise, knowledge and experience in the fields of sales & marketing, he was subsequently co-opted as the Executive Director of the Company for a period of 3 (three) years with effect from 25^th July 2015.

Considering recommendation of Nomination and Remuneration Committee and performance of Mr. Mangesh Joshi, the Board of Directors of the Company has re-appointed him as Executive Director for a further term of 3 years on the terms and conditions as set out in the letter of appointment in the Board Meeting held on 24^th July 2018.

The brief resumes and other details relating to Director(s) who is/are proposed to be appointed /re-appointed, as required to be disclosed under Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, form part of the Explanatory Statement to the Notice of the Annual General Meeting.

Considering the same, the Board recommends the Special resolution for his re- appointment as Executive Director.

The resolutions seeking approval of members for the appointment and re-appointment of these Directors have been incorporated in the Notice of the forthcoming Annual General Meeting of the Company.

DETAILS RELATING TO DEPOSITS COVERED UNDER CHAPTER V OF THE COMPANIES ACT, 2013:

Your Company has not accepted any deposits under the provisions of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposit) Rules, 2014 as amended from the public, or its employees etc. during the year under review.

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

The Company has not received any such order from Regulators, Courts or Tribunals during the year, which may impact the Going Concern Status or the Company''s operations in future.

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

The Company has in place adequate internal financial controls with reference to financial statements.

Regular management oversight and rigorous periodic testing of internal controls makes the internal controls environment strong at the Company. The Audit Committee along with Management overseas results of the internal audit and reviews implementation on a regular basis.

BOARD COMMITTEES:

Your Company has in place the Committee(s) as mandated under the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. There are currently three committees of the Board, namely:

- Audit Committee

- Nomination & Remuneration Committee

- Share Transfers Cum Shareholders'' / Investors'' Grievance and Stake Holders Relationship Committee.

Details of the Committees along with their charter, composition and meetings held during the year, are provided in the Corporate Governance Report, which forms part of this report

INFORMATION FORMING PART OF THE BOARD''S REPORT PURSUANT TO RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

The relevant information pursuant to Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed at ''Annexure V'' to this report.

VIGIL MECHANISM

The Company has formulated and implemented the Whistle Blower Policy / Vigil Mechanism (''the Policy''). This has provided a mechanism for directors and employees of the Company and other persons dealing with the Company to report to the Chairman of the Audit Committee any instance of unethical behavior, actual or suspected fraud or violation of the Company''s code of conduct. The policy has also been uploaded on the Company''s website.

CASH FLOW

A cash flow statement for the year ended 31^st March 2018 is attached to the Balance Sheet as a part of Financial Statements.

CORPORATE GOVERNANCE:

In terms of Regulation 34(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a report on the Corporate Governance, along with the certificate of compliance from the Auditors, forms part of the Annual Report.

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

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013.

Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

There were no complaints received for sexual harassment during the year 2017-18

PARTICULARS OF EMPLOYEES PURSUANT TO SECTION 197 READ WITH RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

Particulars of employees pursuant to section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the Annual Report.

The information as required under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 will be provided upon request by any member of the Company. In terms of Section 136(1) of the Companies Act, 2013, the Report and the Accounts are being sent to the members excluding the said Annexure. Any member interested in obtaining copy of the same may write to the Company Secretary at the Registered Office of the Company.

DISCLOSURE OF REMUNERATION OR COMMISSION RECEIVED BY A MANAGING OR WHOLE-TIME DIRECTOR FROM THE COMPANY''S HOLDING OR SUBSIDIARY COMPANY:

There were no instances of receiving remuneration or commission by a Managing or Whole time Director of the company from its holding or subsidiary company during the FY 2017-18 requiring the disclosure under section 197(14) of the Companies Act, 2013.

EVENT BASED DISCLOSURES IN DIRECTORS REPORT:

The Company has not issued any shares with differential voting rights or Sweat Equity shares or shares under ESOP. The Company has not provided any money to its employees for purchase of its own shares hence the company has nothing to report in respect of Rule 4(4), Rule (13), Rule 12(9) and Rule 16 of the Companies (Share Capital & Debentures) Rules, 2014.

SECRETARIALAUDIT REPORT:

The Secretarial Audit Report submitted by Company Secretary in Practice According to the provision of section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is enclosed as a part of this report as ''Annexure III''.

ACKNOWLEDGMENTS

Your Directors wish to place on record, their appreciation for the contribution made and support provided to the Company by the shareholders, employees and bankers, during the year under the report.

For and on behalf of the Board of Directors

Sd/-

Place: Pune Nihal G. Kulkarni

Date: 14^th August 2018 (DIN: 01139147)

Chairman

Mar 31, 2017

Directors'' Report

To The Members,

G. G. Dandekar Machine Works Limited

The Directors have pleasure in presenting the 78^thAnnual Report with the Audited Annual Accounts of the Company for the financial year ended on 31^st March 2017.

Financial Performance: (Amount in )

Particulars	2016-17	2015-16
Gross Income	128,346,104	129,285,471
Profit/(Loss) before interest and Depreciation	(9,350,937)	(24,748,374)
Less Finance Charges	2,706,853	2,413,148
Gross Profit/(Loss)	(12,057,789)	(27,161,522)
Less Provision for Depreciation	13,265,017	15,059,258
Net Profit/(Loss) before tax	(25,322,806)	(42,220,780)
Add/Less Exceptional Items	-	-
Profit/(Loss) before Extra-Ordinary Items	(25,322,806)	(42,220,780)
Add/(Less) Extra Ordinary Items	-	-
Profit/(Loss) before Taxes	(25,322,806)	(42,220,780)
Less Taxes	-	-
Add/Less Deferred Taxes	425,624	286,392
Add/Less Provisions for previous year''s tax not provided for	-	(592,697)
Profit/(Loss) for the period from continuing operations	(25,748,430)	(41,914,475)
Profit/(Loss) from discontinuing operations	-	-
Less tax expenses from discontinuing operations	-	-
Net profit/(Loss)	(25,748,430)	(41,914,475)
Less Provision for Proposed Dividend and Dividend Tax	-	-
Net Profit/(Loss) carried forward to Balance-Sheet	(25,748,430)	(41,914,475)

DIVIDEND

Your Directors do not recommend any dividend for the financial year 2016-17.

MANAGEMENT DISCUSSION & ANALYSIS

1. This section includes discussion on the following matters within the limits set by the Company''s Competitive position:

(A) INDIAN ECONOMY

Light Engineering Industries:

The capital goods and engineering turnover in India is expected to reach INR 8101 billion by FY 2016-17. Cumulative FDI inflows increased to INR 1823 billion in FY 2016-17 from INR 575 billion in 2010. The government''s increasing focus on attracting foreign investors in manufacturing and infrastructure is likely to boost FDI in the sector. With 100 per cent Foreign Direct Investment (FDI) allowed through the automatic route, and initiatives like ''Make in India'', major international players have entered the Indian engineering sector due to significant growth opportunities available.

Indian capital goods manufacturers have been facing competition from foreign players; particularly European, Chinese and South East Asian manufacturers. Currently, despite increased domestic capacities, low cost foreign manufacturers offer tough competition to domestic manufactures in some segments of the industry.

The Indian Meteorological Department has predicted ''el nino'' effect on southwest monsoon for 2017. Quantitatively, the monsoon seasonal rainfall is likely to be 90 to 96% of the long-period average (LPA). Anything between 96-104% of the LPA is considered ''normal''. Anything under 96% is considered ''below normal'' and 104-110% of the LPA is ''above normal''. Last year, the IMD had made an initial forecast of above-normal rainfall but the season ended with normal precipitation.

Moreover, the southern peninsula had registered less-than-predicted rainfall, with several parts of Tamil Nadu, Karnataka and Kerala reeling under drought-like conditions.

It is likely to have a mixed effect on economy in many ways. Inflation will come down, agriculture productivity will improve and rural consumption will increase. A lower inflation will lead to low interest rates. Overall moderate to normal rainfall will be useful for rice production and in turn will maintain demand for Rice Milling Machinery.

(B) INDUSTRY STRUCTURE AND DEVELOPMENT

(C) OPPORTUNITIES AND THREATS

The company is working to extend its market coverage to access more than 80% rice pockets in India. It has worked on sales network and has resulted in increased enquiry level for its products. As a result 20% of Business is achieved from new markets from North and Central India. It addresses growing markets and reduces dependency on traditional markets.

The company continues its focus on Research & Development activities and has developed several new products. It has given a leading edge over local competitors. It has also opened up new markets for full mill business.

The company has noticed a change in buying pattern wherein customers is giving preference to organized manufacturers over local un-organized machinery suppliers and it gives business opportunity to the company.

Rice miller''s business margin has reduced as paddy purchase prices are increased by govt. (Min Support Price) and market price is down by 20%.

Demonetization has resulted in a significant cash crunch, thereby leading to deferment of paddy procurement by millers/traders. Further, given that a large part of the rice industry is unorganized, there is a reduction in their buying capacity. Overall, there is expected to be some contraction in paddy demand in the near term, which could exert pressure on prices. Also, given the temporary reduction in purchasing power of the end users, the rice demand is expected to slacken, which would translate into lower realization. The organized Basmati rice players generate approximately 45% of revenues from domestic sales and this segment is likely to witness lower revenues in H2 FY2017. The long-term impact of the demonetization exercise is expected to be transformational in nature by making more farmers adopt formal banking channels for transactions.

However continuous fall in rice price over last two years coupled with drop in exports has resulted in drop in investment plans by millers. It has lowered the overall market size for rice milling machinery and increased competition amongst increased number of manufacturers.

Such fear of competition has promoted dilution in commercial policies leading to squeezed margins and inferior business terms which company has to face in the market.

(D) SEGMENT-WISE PERFORMANCE OR PRODUCT-WISE PERFORMANCE

(E) OUTLOOK

Rice is one of the most crucial food crops in the world and a staple diet for nearly half the global population. Over 90% of the global rice output and consumption is centered in Asia, wherein the world''s largest rice producers, China and India, are also the world''s largest rice consumers. High domestic consumption and restrictive trade policies of several countries for rice have restricted the international trade of rice to only 6-7% of the production. Food security objectives and the need to provide income support to domestic producers are the main reasons cited by countries to restrict rice imports

Overall Production of Rice is estimated 105 mn ton (Growth of 2%) but Basmati paddy prices have witnessed significant decline in FY2016, thereby rendering cultivation of basmati paddy a less attractive option for farmers. The total area under cultivation is expected to have fallen from around 2.1 million hectares in FY 2016 to 1.6 million hectares in the FY 2017 resulting in a production decline from around 9.8 to 8.0 million tonnes during the same period. Similarly Export of Rice decreased from 10.2 mn ton to 9 mn ton (Mainly Basmati 4.1 mn ton to 3.4 mn ton).

Overall it will have a mixed effect on Indian rice milling machinery business wherein investment budgets will be squeezed putting pressure on machinery prices.

(F) RISK AND CONCERNS

Identified risks include:

- Stagnating market growth: As domestic rice production lags a rise in consumption, overall stock levels are expected to de-cline.

- A fall in exports earlier due to ban by Iran and lower prices in international market will largely marginalize India''s rice exports. The government is also not expected to intervene in the export market, as its buffer stocks are well above mini-mum requirements.

- El nino effect on rainfall and unfavorable weather conditions: Output of food-grain is reduced and will hampered the overall growth in this sector.

- Steady growth of Chinese, Thai and Korean products contributed by both organized and un-organized Rice Mill Manufacturers

- Change in the govt. policies (State and Central), FCI is stopped in states like AP, Telangana, etc

(G) INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has adequate internal control systems to ensure operational efficiency, accuracy and promptness in financial reporting and compliance of various laws and regulations.

(H) COMPANY''S FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCE

During the financial year under review, your company has achieved turnover of Rs. 1216.03 Lacs (previous year Rs. 1051.12 Lacs). The net loss is Rs. 257.48 Lacs (as against net loss after taxes Rs.419.14 Lacs during FY 2015-16).

(I) MATERIAL DEVELOPMENT IN HUMAN RESOURCES / INDUSTRIAL RELATIONS FORMAT, INCLUDING NUMBER OF PEOPLE EMPLOYED

The Company seeks to recruit and retain quality industry professionals and provide them with a high performance environment.

During the financial year, total workforce of the Company was 98.

(J) ENVIRONMENT

The Company has obtained certification of ISO 9001:2008, for the purpose of standardization. The Company takes due care in the selection and usage of appropriate material and methods in order to avoid violation of norms formulated to safeguard the environment.

(K) CAUTIONARY STATEMENT

Statements in this Report, particularly those which relate to Management Discussion and Analysis, describing the Company''s objectives, projections, estimates and expectations may constitute "forward looking statements" within the meaning of applicable laws and regulations. Actual results might differ materially from those either expressed or implied.

(L) LISTING FEES

The annual listing fees for the year under review have been paid to BSE Limited, where your Company''s shares are listed.

(M) COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS

As on 31^st March 2017, the Company has no subsidiary company.

The Board presents Standalone Audited Financial Statements as prepared in compliance with the Accounting Standards, Companies Act and the Listing Regulations.

2. Disclosure of Accounting Treatment:

There is no deviation in accounting treatment, since the Financial Statement has been prepared in line with Accounting Standards.

EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in Form MGT - 9 is annexed herewith as ''Annexure I'' to this Report. NUMBER OF MEETINGS OF THE BOARD:

During the year under review, Four Board Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Act.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirements of Section 134(5) of the Act, in respect of Directors'' Responsibility Statement, your Directors state that:

a) in the preparation of the annual financial statements for the year ended 31^st March 2017, the applicable accounting standards have been followed along with the proper explanation relating to material departures;

b) Accounting policies as mentioned in Part-B to the Financial Statements have been selected and applied consistently. Further judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31^st March 2017 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 that the financial controls were adequate and were 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.

DECLARATION BY THE INDEPENDENT DIRECTORS

COMPANY''S POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION:

The Board had on the recommendation of the Nomination and Remuneration Committee framed a policy for selection and appointment of Directors, Key Managerial Personnel and Senior Management Personnel and their remuneration. The policy is appended as ''Annexure II'' to this Report.

AUDITORâs

a. Statutory Auditors

At the Annual General Meeting held on September 11, 2014, M/s Joshi & Kulkarni, Chartered Accountants, Pune (Firm Reg. No. 115751W), were appointed as statutory auditors of the Company to hold office till the conclusion of the 80^th Annual General Meeting to be held in the calendar year 2019. In terms of the first proviso to Section 139 of the

Companies Act, 2013, the appointment of the auditors shall be placed for ratification at every Annual General Meeting. Accordingly, the appointment of M/s Joshi & Kulkarni, Chartered Accountants, Pune (Firm Reg. No. 115751W), as statutory auditors of the Company, is placed for ratification by the shareholders. In this regard, the Company has received a certificate from the auditors to the effect that if they are reappointed, it would be in accordance with the provisions of Section 141 ofthe Companies Act, 2013.

b. Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. Mahesh Athavale, Practicing Company Secretary (Membership No. FCS 2412, CP No. 1488), to undertake the Secretarial Audit of the Company.

c. Cost Auditor

Being the manufacturers of Engineering Machinery pursuant to Chapter 85 of the Central Excise Tariff Act, 1985 the Company has appointed Harshad S. Deshpande, Cost Accountant (Membership No. 25054) Pune as Cost Auditors for maintenance of Cost records.

EXPLANATION ON COMMENTS ON STATUTORY AUDITORS'' AND SECRETARIAL AUDIT REPORT:

There are no qualifications, reservations or adverse remarks or disclaimers made by M/s Joshi & Kulkarni, Statutory Auditors, in their Audit report and by Mr. Mahesh Athavale, Secretarial Auditor, in his Secretarial Audit Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT UNDER SECTION 186:

Your Company has not given any loan or guarantee or security or made any investment as contemplated by Section 186 of the Companies Act, 2013 during the financial year under review.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SUB-SECTION (1) OF SECTION 188:

During the Financial Year under review, the Company has acquired 1000 equity shares of S. L. Kirloskar CSR Foundation at the face value '' 10 each in tranches of 200 equity shares each from the following Companies:

A. Kirloskar Industries Limited

B. Kirloskar Oil Engines Limited

C. Kirloskar Ferrous Industries Limited

D. Kirloskar Chillers Private Limited

E. Kirloskar Pneumatic Company Limited

The above transaction was executed with approval granted by the Audit Committee and the board of directors at their respective meetings.

All contracts/ arrangements/transactions entered by the Company during the financial year with the related parties as detailed in Note no.C-3 of the Standalone Financial Statements were in ordinary course of business and at an arm''s length basis

There was no materially significant related party transaction made by the Company, as defined in Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, that may have potential conflict with the interest of the Company at large.

All Related Party Transactions are placed before the Audit Committee for their approval. Omnibus approvals are taken for the transactions which are repetitive in nature. In compliance with Listing Regulations, the necessary statements/disclosures with respect to the Related Party Transactions are tabled before the Audit Committee and the Board of Directors on quarterly basis. The details of the transactions with Related Parties are provided in the accompanying financial statements as required under Ind AS 24. In line with requirement of the Companies Act, 2013 and Regulation 23 of the Listing Regulations, your Company has adopted a Policy on Related Party Transactions which is available at Company''s website www.ggdandekar.com.

STATE OF COMPANY''S AFFAIRS

Discussion on state of Company''s affairs has been covered in the Management Discussion and Analysis.

AMOUNTS PROPOSED TO BE CARRIED TO RESERVES

Particulars of the amounts proposed to be carried to reserves have been covered as part of the financial performance of the Company.

MATERIAL CHANGES AND COMMITMENTS BETWEEN THE DATE OF THE BALANCE SHEET AND THE DATE OF REPORT:

There have been no material changes and commitments affecting the financial position of the Company which have occurred between the financial year of the Company to which the financial statements relate and the date of the report.

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

A. Conservation of energy and Technology Absorption :

Pursuant to Section 134(3)(m) of the Act read with Rules there under, the report regarding conservation of energy, technology absorption is annexed herewith as ''Annexure IV''

B. Foreign exchange earnings and Outgo

Sr. No.

Particulars

Amount

in Rs.

Foreign Exchange earned in terms of actual inflows during the year

Nil

ii)

Foreign Exchange outgo during the year in terms of actual outflows

27,32,429

RISK MANAGEMENT POLICY:

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

CORPORATE SOCIAL RESPONSIBILITY (CSR):

Net worth of the company is not more than Rs. 500 crore, its turnover is not more than Rs. 1000 crores and its net profit is not more than Rs. 5 crores, consequently the provisions of section 135 of the Companies Act, 2013 are not applicable to the Company. The Company is not required to constitute the Corporate Social Responsibility (CSR) Committee, frame the CSR policy or spend the amount on CSR.

PERFORMANCE EVALUATION

Pursuant to provisions of section 134(3)(p), 149(8) and Schedule IV of the Companies Act, 2013 and Regulation 17 of SEBI Listing Regulations, annual performance evaluation of Directors as well as of the Audit Committee, Nomination & Remuneration Committee and Share Transfers Cum Shareholders'' / Investors'' Grievance and Stake Holders Relationship Committee of the Board has been carried out.

The manner in which the evaluation has been carried out has been provided in the Corporate Governance Report.

DETAILS OF SUBSIDIARIES, JOINT VENTURES (JV) OR ASSOCIATE COMPANIES (AC):

The company does not have any subsidiary, joint venture or associate company, therefore it is not required to give details as required under Rule 8(5)(iv) of Companies (Accounts) Rules, 2014.

PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:

Company does not have any subsidiary, joint venture or associate company, therefore it is not required to give details as required under Rule 8(1) of Companies (Accounts) Rules, 2014 during the financial year under review.

CHANGE IN THE NATURE OF BUSINESS, IF ANY:

There has been no change in the nature of business during the financial year under review.

DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL WHO WERE APPOINTED OR HAVE RESIGNED DURING THEYEAR

During the year under review none of the Directors or Key Managerial Personnel were appointed or have resigned.

DIRECTOR(S) PROPOSED TO BE APPOINTED/RE-APPOINTED AT THE ENSUING ANNUAL GENERAL MEETING

The brief resumes and other details relating to Director(s) who is/are proposed to be appointed / re-appointed, as required to be disclosed under Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, form part of the Explanatory Statement to the Notice of the Annual General Meeting.

DETAILS OF DEPOSITS AS PER CHAPTER V (ACCEPTANCE OF DEPOSITS) OF COMPANIES ACT, 2013:

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

To the best of our knowledge, the Company has neither received nor is aware of any such order from Regulators, Courts or T ribunals during the year, which may impact the Going Concern Status or the Company''s operations in future.

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

The Company has in place adequate internal financial controls with reference to financial statements.

BOARD COMMITTEES:

- Audit Committee

- Nomination & Remuneration Committee

- Share Transfers Cum Shareholders'' / Investors'' Grievance and Stake Holders Relationship Committee

Details of the Committees along with their charter, composition and meetings held during the year, are provided in the Corporate Governance Report, which forms part of this report

INFORMATION FORMING PART OF THE DIRECTORS'' REPORT PURSUANT TO RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

The relevant information pursuant to Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as ''Annexure V'' to this report

VIGIL MECHANISM

CASH FLOW

A cash flow statement for the year ended 31^st March 2017 is attached to the Balance Sheet.

CORPORATE GOVERNANCE CERTIFICATE:

Your Company is committed to maintain the highest standards of Corporate Governance. Your Company continues to be compliant with the requirements of Corporate Governance as enshrined in SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (''Listing Regulations'')

In terms of Regulation 34 of the SEBI Listing Regulations, a report on the Corporate Governance, along with the certificate of compliance from the Auditors, forms part of the Annual Report.

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

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013.

There were no complaints received for sexual harassment during the FY 2016-17.

PARTICULARS OF EMPLOYEES PURSUANT TO SECTION 197 READ WITH RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

DISCLOSURE OF REMUNERATION OR COMMISSION RECEIVED BY A MANAGING OR WHOLE-TIME DIRECTOR FROM THE COMPANY''S HOLDING OR SUBSIDIARY COMPANY:

There were no instances of receiving remuneration or commission by a Managing or Whole time Director of the company from its holding or subsidiary company during the FY 2016-17 requiring the disclosure under section 197(14) of the Companies Act, 2013.

EVENT BASED DISCLOSURES IN DIRECTORS REPORT:

SECRETARIAL AUDIT REPORT:

The Secretarial Audit Report submitted by Company Secretary in Practice According to the provision of section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,2014, is enclosed as a part of this report as ''Annexure III''.

ACKNOWLEDGMENTS

Your Directors wish to place on record, their appreciation for the contribution made and support provided to the Company by the shareholders, employees and bankers, during the year under the report.

For and on behalf of the Board of Directors

Sd/-

Place: Pune NIHAL G. KULKARNI

Date: 9^th May, 2017 (DIN: 01139147)

CHAIRMAN

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the 76th Annual Report together with audited annual accounts of the Company for the Financial Year ended 31st March 2015.

Financial Performance:

(Amount in Rs.)

Particulars 2014-15 2013-14

Gross Income 66,242,694 158,110,275

Profit / (Loss) before interest (36,782,576) 10,992,346 and Depreciation

Less Finance charges 2,823,767 9,173,364

Gross profit / (loss) (39,606,343) 1,818,982

Less Provision for Depreciation 18,010,576 15,421,560

Net profit / (Loss) before tax (57,616,919) (13,602,578)

Add / Less Exceptional Items (4,207,984) 48,132,328

Profit / (Loss) before Extra- (61,824,903) 34,529,750 Ordinary Items

Add / (Less) Extra Ordinary Items - -

Profit / (Loss) before Taxes (61,824,903) 34,529,750

Less Taxes 27,406,950 11,683,822

Add / Less Deferred Taxes (89,231,853) 22,845,928

Add / Less Provisions for previous 1,501,662 - year's tax not provided for

Profit / (Loss) for the period from (90,733,515) 22,845,928 continuing operations

Profit / (Loss) from discontinuing - - operations

Less tax expenses from discontinuing - - operations

Net profit / (loss) (90,733,515) 22,845,928

Less Provision for Proposed Dividend - - and Dividend Tax

Net profit / (loss) carried forward (90,733,515) 22,845,928 to Balance-Sheet

DIVIDEND

Your Directors do not recommend dividend for the financial year 2014-15.

LISTING FEES

The annual listing fees for the year under review have been paid to BSE Limited, where your Company's shares are listed.

SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS

As on 31st March 2015, the Company has no subsidiary company.

The Board presents Audited standalone Financial Statements as prepared in compliance with the Accounting Standards and the Listing Agreement.

PARTICULARS OF INFORMATION FORMING PART OF THE BOARD'S REPORT PURSUANT TO SECTION 134 OF THE COMPANIES ACT, 2013, RULE 8 OF THE COMPANIES (ACCOUNTS) RULES 2014 AND RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in Form MGT - 9 is annexed herewith as 'Annexure I' to this Report.

NUMBER OF MEETINGS OF THE BOARD:

During the year under review, Seven Board Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Act.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirements of Section 134(5) of the Act, in respect of Directors' Responsibility Statement, your Directors state that:

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

b) accounting policies as mentioned in Part -B to the Financial Statements have been selected and applied consistently. Further judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March 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 that the financial controls were adequate and were 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.

DECLARATION BY THE INDEPENDENT DIRECTORS

The Company has received necessary declaration from all Independent Directors under Section 149(6) of the Act and Clause 49 of the Listing Agreement that they meet the criteria of independence as laid down.

COMPANY'S POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION:

The Board had on the recommendation of the Nomination and Remuneration Committee framed a policy for selection and appointment of Directors, Key Managerial Personnel and Senior Management Personnel and their remuneration. The policy is appended as 'Annexure II' to this Report.

AUDITORS

a. Statutory Auditors

At the Annual General Meeting held on 11th September, 2014, M/s Joshi & Kulkarni, Chartered Accountants, Pune (Firm Reg. No. 115751W), were appointed as statutory auditors of the Company to hold office till the conclusion of the 79th Annual General Meeting to be held in the calendar year 2018. In terms of the first proviso to Section 139 of the Companies Act, 2013, the appointment of the auditors shall be placed for ratification at every Annual General Meeting. Accordingly, the appointment of M/s Joshi & Kulkarni, Chartered Accountants, Pune (Firm Reg. No. 115751W), as statutory auditors of the Company, is placed for ratification by the shareholders. In this regard, the Company has received a certificate from the auditors to the effect that if they are reappointed, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013.

b. Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. Mahesh Athavale, Practicing Company Secretary (Membership No. FCS 2412 CP No. 1488), to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit is annexed herewith as 'Annexure III'.

c. Cost Auditor

Being the manufacturers of Engineering Machinery pursuant to Chapter 85 of the Central Excise Tariff Act, 1985 the Company has appointed Harshad S. Deshpande, Cost Accountant (Membership No. 25054) Pune as Cost Auditors for maintenance of Cost records.

EXPLANATION ON COMMENTS OF STATUTORY AUDITORS' AND SECRETARIAL AUDITORS' :

There are no qualifications, reservations or adverse remarks or disclaimers made by M/s Joshi & Kulkarni, Statutory Auditors, in their Audit report and by Mr. Mahesh Athavale, Company Secretary in Practice, in his Secretarial Audit Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT UNDER SECTION 186:

None

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

Pursuant to the provisions of Section 134 of the Companies Act, 2013, read with Rule 8 (2) of the companies (Accounts) Rules, 2014, the particulars of contracts or arrangements entered into by the Company with Related Parties have been done at arm's lenght and are in the ordinary course of business. Hence, no particulars are being provided in Form AOC-2. Related Party disclosures as per AS-18 have been provided in Note No. 3 Part C of Notes to Accounts.

STATE OF COMPANY'S AFFAIRS

Discussion on state of Company's affairs has been covered in the Management Discussion and Analysis.

AMOUNTS PROPOSED TO BE CARRIED TO RESERVES

Particulars of the amounts proposed to be carried to reserves have been covered as part of the financial performance of the Company.

MATERIAL CHANGES AND COMMITMENTS BETWEEN THE DATE OF THE BALANCE SHEET AND THE DATE OF REPORT:

There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

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

A. Conservation of energy and Technology Absorption :

Pursuant to Section 134 (3) (m) of the Act read with Rules thereunder, the report regarding conservation of energy, technology absorption is annexed herewith as 'Annexure IV'

B. Foreign exchange earnings and Outgo Sr.

Sr. Particulars Amount in Rs. No.

i) Foreign Exchange earned in terms of actual inflows Nil during the year

ii) Foreign Exchange outgo during the year in terms of Nil actual outflows

RISK MANAGEMENT POLICY:

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

CORPORATE SOCIAL RESPONSIBILITY (CSR):

Pursuant to provisions of section 135 of the Companies Act, 2013 the Company was not required to constitute the Corporate Social Responsibility (CSR) Committee.

BOARD EVALUATION

Pursuant to provisions of the Companies Act, 2013, rules thereunder and Clause 49 of Listing Agreement, the Board has carried out performance evaluation of its own, its Committees and individual Directors.

PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:

Company does not have any subsidiary during the financial year under review.

CHANGE IN THE NATURE OF BUSINESS, IF ANY:

There has been no change in the nature of business during the financial year under review.

DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL WHO WERE APPOINTED OR HAVE RESIGNED DURING THE YEAR

Directors appointed during the year

Name of Director Designation Term of appointment

Mr.Rajesh D.Phadke* Independent Director Five consecutive years commencing from 11th September 2014 up to 10th September 2019

Mr. Saurabh Independent Director Five consecutive years B.Patwardhan* commencing from 3rd September 2014 up to 2nd September 2019

Mrs. Savita Independent Director Five consecutive years P. Sahasrabudhe* commencing from 3rd September 2014 up to 2nd September 2019

Mr.Atul C.Kirloskar Director Re-appointed with effect from 11th September 2014, subject to retirement by rotation

*Appointed as Independent Directors to comply with the provisions relating to tenure of Independent Directors as per Section 149 of Act.

Employees designated as Key Managerial Personnel (KMP) during the year

Name of KMP Designation

Mr. Pranav V. Deshpande Executive Director

Mr. Pankaj A. Parkhi Chief Financial Officer

Mr. Saurabh S. Somani Company Secretary

Directors and KMP's resigned during the year

Name of Director Designation Date of Resignation

Mr. Dattatraya R. Swar Director 22.07.2014

Ms. Aditi V. Chirmule Director 31.07.2014

Mr. Atul C. Kirloskar Director 24.09.2014

The Board places on record its sincere appreciation for the valuable services rendered by these directors.

Director(s) proposed to be re-appointed at the ensuing Annual General Meeting

The brief resumes and other details relating to Director(s) who is/are proposed to be appointed / re-appointed, as required to be disclosed under Clause 49 of the Listing Agreement, form part of the Explanatory Statement to the Notice of the Annual General Meeting.

NAMES OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR:

None

DETAILS OF DEPOSITS WHICH ARE NOT IN COMPLIANCE WITH THE REQUIREMENTS OF CHAPTER V OF THE COMPANIES ACT, 2013 :

None

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

To the best of our knowledge, the Company has not received any such orders from Regulators, Courts or Tribunals during the year, which may impact the Going concern Status or the Company's operations in future.

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

The Company has in place adequate internal financial controls with reference to financial statements.

Regular management oversight and rigorous periodic testing of internal controls makes the internal controls environment strong at the Company. The Audit Committee along with Management overseas results of the internal audit and reviews implementation on a regular basis.

COMPOSITION OF AUDIT COMMITTEE:

The composition of the Audit Committee has been mentioned in the Corporate Governance Report annexed to this Report.

INFORMATION FORMING PART OF THE DIRECTORS' REPORT PURSUANT TO RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

The relevant information pursuant to Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed at 'Annexure V' to this report

PARTICULARS OF EMPLOYEES

Particulars of employees pursuant to section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the Annual Report.

Having regard to the provisions of the Section 136(1) of the Companies Act, 2013 the Annual Report excluding the aforesaid information is being sent to the members of the Company. The said information is available for inspection at the registered office of the Company during working hours and any member interested in obtaining such information may write to the Company Secretary and the same will be furnished on request.

VIGIL MECHANISM

The Company has formulated and implemented the Whistle Blower Policy / Vigil Mechanism ('the Policy'). This has provided a mechanism for directors and employees of the Company and other persons dealing with the Company to report to the Chairman of the Audit Committee any instance of unethical behavior, actual or suspected fraud or violation of the Company's code of conduct. The policy has also been uploaded on the Company's website.

CASH FLOW

A cash flow statement for the year ended 31st March 2015 is attached to the Balance Sheet.

CORPORATE GOVERNANCE:

A report on the Corporate Governance, along with the certificate of compliance from the Auditors, forms part of the Annual Report.

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

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013.

Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

There were no complaints received for sexual harassment during the year 2014-15

ACKNOWLEDGMENTS

Your Directors wish to place on record, their appreciation for the contribution made and support provided to the Company by the shareholders, employees and bankers, during the year under the report.

For and on behalf of the Board of Directors

Sd/-

Place: Pune NIHAL G. KULKARNI Date: 15th July 2015 CHAIRMAN DIN : 01139147

Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the 75th Annual Report together with audited annual accounts of the Company for the Financial Year ended 31st March 2014.

1. Financial Performance: (Amount in Rs.)

Year Ended on March 31 Particulars 2013-14 2012-13

Sales (Net) 147,877,443 148,759,580

Other Income 10,232,832 4,438,983

Profit On Sale of Fixed Assets - -

Profit/ (Loss) on Sale of Investments (Net) - -

Exceptional Item 48,132,328 70,315,343

Profit Before Tax 34,529,750 36,767,241

Provision For Tax

Current Tax 7,350,000 6,927,000

Deferred Tax 4,333,822 (18,861,187)

Net Profit /(Loss) for the Year 22,845,928 48,701,428

Profit Brought Forward From Previous Year Appropriations

a) Proposed Dividend - -

b) Corporate Dividend Tax - -

c)Transfer to General Reserves - -

d) Balance Carried to Balance Sheet 199,045,907 178,199,979

2. Dividend:

Your Directors do not recommend dividend for the year.

3. Management Discussion & Analysis

Overview

The following operating and financial review is intended to convey the management''s perspective on the financial condition and on the operating performance of the Company as at the end of the Financial Year 2013-14. The following discussion of the Company''s financial condition and result of operations should be read in conjunction with the Company''s financial statements, schedules and notes thereto and the other information included elsewhere in the Annual Report. The Company''s financial statements have been prepared in compliance with the requirements of the Companies Act, 1956, guidelines issued by the Securities and Exchange Board of India (SEBI) and the Generally Accepted Accounting Principles (GAAP) in India.

Economy & Business Trend

The Indian Economy continued to deal with persistent challenges of high inflation and low growth during FY 2013-14. The surge in inflation particularly in food prices owing primarily to supply side constraints was one of the biggest challenges faced by the Indian economy during the year which affected common man the most. The GDP growth rate recovered marginally from 4.4% in FY 2012-13 to 4.9% in FY 2013-14 owing to revival in agriculture on the back of a steady monsoon and robust growth in financial and business services.

The growth in infrastructure sector which consists of eight core industries dropped to2.6% in FY 2013-14 against 6.5% in FY 2012-13 due to reduction in coal, natural gas and petroleum refinery production; the lowest growth in over a decade. High policy rates, dearer forex and various other bottlenecks have impacted the economies of investment in infrastructure; thus turning many projects into non-performing assets and significantly affecting investment-growth multiplier effect. The new and stricter Land Acquisition Act along with non-extension of tax holiday under Section 80IA may further impede the investment climate.

A reason to cheer during the year was the narrowing down of Current Account Deficit(CAD). Rise in exports mainly due to improved growth of developed markets aided by Rupee depreciation and reduced gold imports helped in narrowing down the trade deficit. This supplemented by rise in net invisibles ultimately reduced the current account deficit to2% during the year. These factors along with increase in FII inflows, in expectation of astable government, helped the recovery of the exchange rate that breached the level of Rs. 68 per USD in August 2013 to Rs. 60 per USD in March 2014.

Fiscal deficit for FY 2013-14 is estimated to be at 4.6% of GDP against 4.9% in FY2012-13 mainly due to reduction in Plan and non-Plan revenue expenditure and revenue inflows coming from spectrum auctions, divestments, dividends and advance tax receipts.

Standard & Poor, while continuing with the negative outlook on India stated that post election political developments and policy actions could determine the sustainance of its investment grade.

Indian Rice Market

According to the latest estimated India has produced 108 million tons of rice in the financial year 2013-14 i.e around 4 million tons rise when compared with 2012-13 financial year. The margins for rice millers are going to stay thin due to Government increasing the Minimum Support Price (MSP) of Paddy by Rs. 50 to Rs. 1,360 per quintal for 2014-15 crop year," Paddy MSP of Grade ''A'' variety has been raised by Rs. 55 to Rs. 1,400 a quintal.

Rice milling is the oldest and the largest agro processing industry in the country. At present it has a turnover of more than 25,500/- crore per annum. It processes about 85 million tonnes of paddy per year and provides staple food grain and other valuable products required by over 60% of the population. Paddy grain is milled either in raw condition or after par-boiling, mostly by single hullers of which over 82,000 are registered in the country. Apart from it there are also a large number of unregistered single hulling units in the country.

A good number (60 %) of these are also linked with par-boiling units and sun -drying yards. Most of the tiny hullers of about 250- 300 kg/hr capacities are employed for custom milling of paddy. Apart from it double hulling units'' number over 2,600 units, underrun disc shellers cum cone polishers numbering 5,000 units and rubber roll shellers cum friction polishers numbering over 10,000 units are also present in the country. Further over the years there has been a steady growth of improved rice mills in the country. Most of these have capacities ranging from 2 tonnes /hr to 10 tonnes/ hr.

There is a need to develop improved rice mills as a village level agro processing unit for bringing about technical upgradation and development of the sector. Value addition and generation of gainful and sustainable employment opportunities are the other possible benefits arising out of this agro processing industry. The Central Govt. is also providing a big boost towards the development of this industry.

Growing markets like Bihar, Uttar Pradesh (U.P.) and Odisha are expected to contribute more towards rice mill modernization as compared to last year. Imports from China are expected to continue the steady growth they are experiencing from last few years. Opening up of exports would lead the millers to follow more stringent quality control measures in their rice mills with increased focus on cleaning section. Increasing importance of food safety, driven by establishment of Food Safety and Standards Act 2006, aimed to provide safe and wholesome foods to the consumers which will increase the demand for clean and safe rice processing machinery. The Food Corporation of India (FCI) is relaxing levy policies due to full utilization of current storage capacity is leading the millers to sell in open market for better realization, which would lead to modernization of machinery to match the quality demands of open market.

* Risk & Concerns

Risks of critical importance have been identified over a period of time. These risks are ranked on the basis of their impact on company''s business and likelihood of their occurrence. A cross functional team takes stock of these risks and calls for necessary measures to mitigate the risks from the concerned risk owners. The risk owners then produce action plans for risk mitigation which is then evaluated by the team. New risks are added with the changes in economic and market scenarios and undergo the same process

Identified risks include

* Stagnating market growth;

* Lack of Proper rainfall

* Steady growth of Chinese products contributed by both organized and un-organized rice mill manufacturers;

* Higher borrowing cost for millers affecting both profitability and cash flows.

The Company undertook various initiatives such as preventive maintenance service camps and customer training events for enhancing customer satisfaction and to improve organizational effectiveness for quick and effective resolution of customer issues. With the newly built facility at Butibori MIDC Nagpur, the Company will cater the demand for spares with improved market response.

Research & Development

Research & Development put focused efforts in introducing new products. New machine for polishing section in raw mills I.e Whitener is launched in this financial year. With the launch of this machine we can gain entry even in to raw mills polishing section.

Our new products Vibro Cleaner and Vibro Destoner which are successfully launched last year were accepted in all markets and got good business from all areas.

Shifting of Bhiwandi Operations to Nagpur

In order to maximize productivity, minimize operational costs so as to remain competitive in the market and for administrative convenience, the management of the company has decided to shift the factory operations which were carried out at Bhiwandi lock, stock & barrel to Butibori MIDC, Nagpur w.e.f 02nd May 2014.

During the course of shifting of operations, few of the contract workers protested and interrupted the process and with the help of Labour Union approached the Industrial Court.

The Industrial Court heard both the parties and passed the orders that the company will not remove any machinery from Bhiwandi premises and no office bearers or members of the labour union will prevent the free movement of men, vehicles and material ingress and outgress of the company till next date of hearing. The matter still is pending for hearing before the Industrial Court.

Financial Performance

During the year under review, the Company achieved sales of Rs. 1,479 lacs as against Rs. 1,487 lacs in the previous year showing minor decrease of 0.60 percent.

The profit before tax is Rs. 345 lacs (including profit on sale of land at Bhiwandi which was not in use for business operations of Rs. 499.98 lacs) in 2013 - 14 against profit of Rs. 383 lacs including profit on sale of land at Bhiwandi which was not in use for business operations of Rs. 1,040 lacs) in the previous year 2012 - 13.

Adequacy of internal controls

The Company has a proper and adequate system of internal controls to ensure that all assets are safeguarded and protected against loss from unauthorised use or disposition and those transactions are authorised, recorded, and reported correctly.

The Company has an extensive system of internal controls which ensures optimal utilization and protection of resources, IT security, accurate reporting of financial transactions and compliance with applicable laws and regulation as also internal policies and procedures.

The Company has successfully implemented SAP/B1 financial and business management systems. These systems facilitate effective checks and controls as well as tight monitoring on a continuous basis.

The Company has appointed Independent Internal Auditors, who monitor and review all transactions independently to get higher level of efficiency and reports directly to the Audit Committee, which consists of a majority of independent directors, on quarterly basis. The Internal Auditors conduct audits in all key business areas per the audit plan. All significant audit observations and follow up actions are reported to the Audit Committee along with Internal Audit Reports. The minutes of Audit Committee are reviewed by the Board for its suggestions/recommendations to further improve the internal control systems.

The Audit Committee periodically reviews audit plans, observations, and recommendations of the Internal Auditors as well as External Auditors with reference to significant risk area and adequacy of internal controls.

Manpower:

The Company seeks to recruit and retain quality industry professionals and provide them with a high performance environment. During the financial year, total workforce of the Company was 120 as compared to 117 in FY 2013

Environment

The Company has obtained certification of ISO 9001:2008, for the purpose of standardization. The Company takes due care in the selection and usage of appropriate material and methods in order to avoid violation of norms formulated to safeguard the environment.

Forward Looking Statement

The report comprises of forward-looking statements that reflect the Company''s aspiration to grow, excel and rise above the threats it is facing in the current market. Terms like ''believe'', ''will'', ''projects'', ''plans'' or other analogous terms that not only acknowledge the projections about the future but also mention the product development, rise in market position, financial results and strategic growth of the Company, are forward-looking statements.

These statements are based on certain assumptions and expectations of future events that cannot be guaranteed to be accurate or to be realized by the Company as the actual results may vary from those projected in these statements. The Company assumes no responsibility to publicly amend, modify, or revise any forward looking statements, on the basis of any subsequent developments, information, or events.

4. Directors

Following Directors resigned from the post of Director and Member of the Company:

1. Mr. Vinod Sethi resigned with effect from 30th December 2013.

2. Mr. Dattatraya Swar resigned with effect from 22nd July 2014

The Board places on record its sincere appreciation for the valuable services rendered by Mr. Vinod Sethi and Mr. Dattatraya Swar.

Pursuant to Section 161 of the Companies Act, 2013, read with the Articles of Association of the Company, the Board of Directors, in its meeting held on 31 July 2014, co-opted Mr. Saurabh Patwardhan, Mr. Rajesh Phadke and Mrs. Savita Sahasrabudhe as Additional Independent Directors, as recommended by the Nomination and Remuneration Committee of the Company. They hold office of Director up to the date of ensuing the Annual General Meeting of the Company.

In terms of Sections 149, 152, Schedule IV and other applicable provisions, if any, of the Companies Act, 2013, read with Companies (Appointment and Qualification of Directors) Rules, 2014, the Independent Directors can hold office for a term of up to 5 (five) consecutive years on the Board of Directors of your Company and are not liable to retire by rotation.

The Company has received notices under Section 160 of the Companies Act, 2013, from a member signifying their intention to propose Mr. Saurabh Patwardhan, Mr. Rajesh Phadke and Mrs. Savita Sahasrabudhe as candidates for the office of Independent Directors at the ensuing Annual General Meeting. All of them are eligible for appointment.

The Company has also received the requisite disclosure / declarations from Mr. Saurabh Patwardhan, Mr. Rajesh Phadke and Mrs. Savita Sahasrabudhe as required under Section 149 and other applicable provisions of the Companies Act, 2013.

Mr. Atul C. Kirloskar, retires by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re- appointment.

The brief resumes and other details relating to the Directors who are proposed to be appointed/re-appointed, as required to be disclosed under Clause 49 of the Listing Agreement, forms part of the Explanatory Statement to the Notice of the Annual General Meeting.

5. Auditors

M/s Joshi & Kulkarni, Chartered Accountants, Statutory Auditors (Firm Registration No. 115751 W) of the Company, retire at the ensuing Annual General Meeting, and are eligible for re-appointment. The requisite certificate as per Section 224(1B) of the Companies Act, 1956 has been received by the Company. The Audit Committee has recommended their re-appointment.

6. Corporate Governance

A separate report on the Corporate Governance, along with the certificate of compliance from the Practicing Company Secretary, forms part of this report.

7. SEBI Regulations & Listing Fees

The annual listing fee for the year under review has been paid to BSE Limited, where your Company''s share is listed.

8. Fixed Deposits

Your Company has not accepted any public deposits during the year.

9. Directors'' Responsibility Statement

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Board of Directors state:

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

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

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

That the Directors have prepared the annual accounts on a going concern basis.

10. Statutory Disclosures

The information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo as required under section 217(1)(e) of the Companies Act, 1956 read with the rules there under is given in Annexure A forming part of this report.

As required under section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, a statement giving the required information relating to the employees covered there under is given in Annexure B forming part of this report.

11. Acknowledgments

Your Directors would like to place on record their appreciation of the contribution made and support provided to the Company by the shareholders, employees, bankers, suppliers and customers during the period under report.

For and on behalf of the Board of Directors G. G. Dandekar Machine Works Limited

Date: 30th May 2014 ATUL KIRLOSKAR Place: Pune Chairman

Mar 31, 2013

To The Members,

The Directors have pleasure in presenting the 74th Annual Report together with audited annual accounts of the Company for the Financial Year ended 31st March 2013.

1. Financial Performance:

(Amount in Rs.) Year ending March 31,

2013 2012

Sales (Net) 148,759,580 131,774,882

Other Income 4,438,983 5,778,918

Profit on Sale of Fixed Assets 0 (81,346)

Profit / (Loss) on Sale of Investments (Net) 0 3,496,476

Exceptional Items 70,315,343 (68,881,404)

Profit Before Tax 36,767,241 (88,914,471)

Provision for Tax

Current Tax 6,927,000 0

Deferred Tax (18,861,187) (10,566,815)

Net Profit / (Loss) for the year 48,701,428 (78,347,656)

Profit brought forward from the previous year 129,498,551 207,846,207 Appropriations

a) Proposed Dividend 0 0

b) Corporate Dividend Tax 0 0

c) Transfer to General Reserves 0 0

d) Balance carried to Balance Sheet 178,199,979 129,498,551

2. Dividend:

Your Directors do not recommend dividend for the year.

3. Directors

Mr. Jeetendra Shende resigned from the post of an Executive Director and Director with effect from 8th January 2013 and Mr. Pranav Deshpande has been co.opted as an Additional Director by the Board of Directors of the Company with effect from 8th January 2013 and holds office of Director up to the date of this Annual General Meeting.

Mr. Atul Kirloskar and Mr. Nihal Kulkarni retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re.appointment.

Mr. Madhav Chandrachud, has been co.opted as an Additional Director by the Board of Directors of the Company with effect from 10th November 2012 and he holds office of Director up to the date of this Annual General Meeting.

The brief resumes and other details relating to the Directors who are proposed to be appointed/re.appointed, as required to be disclosed under Clause 49 of the Listing Agreement, form part of the Report on Corporate Governance.

4. Auditors

M/s Joshi & Kulkarni, Chartered Accountants, Statutory Auditors (Firm Registration No. 115751 W) of the Company, retire at the ensuing Annual General Meeting, and are eligible for re.appointment. The requisite certificate as per Section 224(1 B) of the Companies Act, 1956 has been received by the Company. The Audit Committee has recommended their re.appointment.

5. Corporate Governance

A report on the Corporate Governance, along with the certificate of compliance from the Practicing Company Secretary, forms part of this report.

6. SEBI Regulations & Listing Fees

The annual listing fee for the year under review has been paid to BSE Limited, where your Company''s share is listed.

7. Fixed Deposits

Your Company has not accepted any public deposits during the year.

8. Directors'' Responsibility Statement

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Board of Directors state:

- That in the preparation of the annual accounts, the applicable accounting standards have been followed along with the proper expla. nation relating to material departures;

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

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

- That the Directors have prepared the annual accounts on a going concern basis.

9. Statutory Disclosures

The information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo as required under section 217(1)(e) of the Companies Act, 1956 read with the rules there under is given in Annexure A forming part of this report.

As required under section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, a state. ment giving the required information relating to the employees covered there under is given in Annexure B forming part of this report.

10. Acknowledgments

Your Directors would like to place on record their appreciation of the contribution made and support provided to the Company by the share. holders, employees, bankers, suppliers and customers during the period under report.

For and on behalf of the Board of Directors

Date: 28th May 2013 Nihal Kulkarni

Place: Pune Vice Chairman

(Chairman of the meeting)

Mar 31, 2012

The Directors have pleasure in presenting the 73rd Annual Report together with audited annual accounts of the Company for the Financial Year ended 31st March, 2012.

1. Financial Performance:

Amount in Rs. Year ending March 31,

2012 2011

Sales (Net) 131,774,882 165,690,478

Other Income 5,778,918 13,513,031

Profit on sale of Fixed Assets (81,346) 16,818,315

Profit/(Loss) on sale of Investments (Net) 3,496,476 15,591,948

Exceptional Items: VRS Benefits (68,881,404) 0.00

Profit before Tax (88,914,471) 22,760,169

Provision for Tax:

Current Tax 0.00 4,000,000

Deferred Tax (10,566,815) 488,400

Tax for earlier years 0.00 274,689

Net Profit/(Loss) for the Year (78,347,656) 17,997,080

Profit brought forward from the previous year 207,846,207 208,505,709

Appropriations:

(a) Proposed Dividend 0.00 14,284,161

(b) Corporate Dividend Tax 0.00 2,372,421

(c) Transfer to General Reserve 0.00 2,000,000

(d) Balance carried to Balance Sheet 129,498,551 207,846,207

3. Directors

Mr. Dattatraya R. Swar and Mr. Vinod R. Sethi retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

The brief resume and other details, as required to be disclosed under Clause 49 of the Listing Agreement, form part of the Report on Corporate Governance.

4. Auditors

M/s. Joshi & Kulkarni, Chartered Accountants, Statutory Auditors (Firm Registration No. 115751 W) of the Company retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. Members are requested to appoint Auditors for the current year and to authorise Board to fix their remuneration.

5. Audit Report

The Auditor's observations in para 4(v) of the Auditor's Report and para 3 and 5 of the Auditor's Report on Consolidated Financial State- ments, have been suitably explained/clarified in Note C-1 of Part C of Notes to Accounts and Notes to Consolidated Accounts respectively, and therefore do not call for any further comments.

6. Corporate Governance

A report on the Corporate Governance, along with the certificate of compliance from the Practicing Company Secretary, forms part of this report.

7. SEBI Regulations & Listing Fees

The Annual Report, Corporate Governance Report, Financial Results, Share Holding Pattern, etc. statements of your Company can be accessed at website of Bombay Stock Exchange at www.bseindia.com as well as on the Company Website www.ggdandekar.com.

8. Fixed Deposits

The Company does not accept fixed deposits.

9. Directors' Responsibility Statement

Pursuant to Section 217(2AA) of the Companies Act, 1956 the Board of Directors state:

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

That the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reason- able 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 loss of the Company for that period;

That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and that the Directors have prepared the annual accounts on a going concern basis.

10. Statutory Disclosures

The information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo as required under section 217(1)(e) of the Companies Act, 1956 read with the rules there under is given in Annexure A forming part of this report.

As required under section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, a statement giving the required information relating to the employees covered there under is given in Annexure B forming part of this report.

11. Acknowledgments

Your Directors would like to place on record their appreciation of the contribution made and support provided to the Company by the share- holders, employees, bankers, suppliers and customers during the period under report.

For and on behalf of the Board of Directors

ATUL C. KIRLOSKAR Chairman

Date: 10th August, 2012 Place: Pune

Mar 31, 2010

The Directors have pleasure in presenting the 71st Annual Report together with audited annual accounts of the Company for the Financial Year ended 31 March 2010.

1. Financial Performance:

(Rupees) Year ending March 31,

2010 2009

Sales (Net of taxes) 192,562,146 172,647,000

Other Income 9,878,230 24,218,804

Profit on sale of Land 0 676,470

Profit on sale of Long Term Investments (6,085,316) 84,215

Profit before Tax 31,754,356 61,393,905

Provision for Tax:

Current Tax 13,000,000 20,000,000

Deferred Tax 2,094,904 101,396

Fringe Benefit Tax 0 430,000

Profit after tax 16,659,452 40,862,509

Profit brought forward from the previous year 210,502,839 191,121,142

Profit available for appropriation 227,162,291 231,983,651

Appropriations

Short Provision for Income tax for earlier years 0 269,058

(a) Proposed Dividend 14,284,161 14,284,161

(b) Corporate Dividend Tax 2,372,421 2,427,593

(c) Transfer to General Reserve 2,000,000 4,500,000

(d) Balance carried to Balance Sheet 208,505,709 210,502,839

Dividend

Your directors recommend a dividend of Rs.3/- per share (300%) for the financial year ended 31st March 2010. (Previous Year Rs. 3/- per share (300%).

Management Discussion & Analysis

The operations of the Company involve Manufacturing, Sales, Installation, Commissioning and After Sales Service of machines used in processing rice and cereals.

Industry Overview

The food grains processing industry is highly fragmented and spread across the entire country. During 2009-10, the industry witnessed a demand trend in line with its historic past. Timely rain fall, government policies and effect on the banking industry affect the cyclical demand of the industry. The process of paddy purchasing based on seasonality and festivals also determines cash flow and timeliness of the project.

Opportunities and Threats

In the year 2009-10 Company captured a string of orders in the 6 to 12 tonnes per hour range. The Company also saw impressive sales from the newly introduced whiteners, silky and color sorter.

During the year there was alarming increase in the input cost of iron and steel especially in the last two quarters which effected the profitability of the Company. Some of the rise in cost was absorbed by increasing sales realization. The Company sees similar trends in the current year due to huge demand of raw material in the construction, engineering and automobile sectors.

Segment-Wise Performance

The Company is exclusively into single segment of manufacturing of food processing machinery.

Outlook

The market scenario looks cautiously optimistic and there would be continued investments in the food grains machinery industry. Countries in Africa, Southeast Asia and Indian subcontinent are attractive markets for our products and services.

Concerns

During the current year, the industry witnessed entry of many new players selling single machines. As part of entry strategy, pricing was very low complemented with long credit term credit. Company has decided to focus on quality conscience customers who would pay for our performance and reliability.

Adequacy of Internal Controls

The Company has a proper and adequate system of internal controls to ensure that all assets are safeguarded, and protected against loss from unauthorised use or disposition, and that transactions are authorised, recorded, and reported correctly.

The Company has an extensive system of internal controls which ensures optimal utilisation and protection of resources, IT security, accurate reporting of financial transactions and compliance with applicable laws and regulations as also internal policies and procedures.

The Company has successfully implemented SAP/ B1 financial and business management systems. These systems facilitate effective checks and controls as well as tight monitoring on a continuous basis.

The Company has appointed Independent Internal Auditors, who monitor and review all transactions independently to get higher level of efficiency and reports directly to the Audit Committee, which consists of a majority of independent directors, on quarterly basis. The Internal Auditors conduct audits in all key business areas as per the audit plan. All significant audit observations and follow up actions are reported to the Audit Committee alongwith Internal Audit reports. The minutes of Audit Committee are reviewed by the Board for its suggestions/ recommendations to further improve the internal control systems.

The Audit Committee periodically reviews audit plans, observations and recommendations of the Internal Auditors as well as external auditors with reference to significant risk areas and adequacy of internal controls.

Human Resource Development

The Company has always considered its Human Research as an asset and it is committed towards their development for continuous growth. We believe that highly engaged, talented and innovative people can lead to Business Excellence.

Major HR interventions relate to attraction and retention of talent, leadership development, competency development and employee engagement. The Company has adopted a Key Result Area (KRA) based performance appraisal system, and a performance linked incentive scheme for all its employees.

The Company identifies to nominate employees according to the individual training needs based on Performance Appraisal and Competency Mapping. In-house lectures and workshops are also conducted to stimulate healthy exchange of ideas.

The Company has adopted a policy of recruiting qualified, young and competent managers in order to enthuse energy and excitement which will directly influence creativity, innovation and dynamism in work place.

The total number of employees as on 31 March 2010are 144.

Industrial Relations

Company continues to enjoy healthy and productive relationship with workers.

Environment

In the year under review the Company has obtained noteworthy certification of ISO 9001:2008 for the purpose of standardisation.

Notes on Subsidiaries

The following may be read in conjunction with the Consolidated Financial Statements enclosed with the Accounts, prepared in accordance with Accounting Standard 21, and the Statement pursuant to Section 212 of the CompaniesAct, 1956.

G G Dandekar Investments Pte. Ltd.

The Company has incorporated a wholly owned subsidiary in the name of G G Dandekar Investments Pte. Ltd., an Investment Company to enable smooth long term investment in overseas projects, which has its registered office in Singapore.

Consolidated Accounts

The Annual Audited Consolidated Accounts and Cash Flow Statement, comprising of G. G. Dandekar Machine Works Ltd. and its subsidiary Company, appear in this Report in the section Consolidated Accounts. The Auditors Report on the Consolidated Accounts is also attached. The

Consolidated Accounts have been prepared in accordance with the Accounting Standards prescribed by The Institute of Chartered Accountants of India in this regard.

Forward-Looking Statements

This report contains forward-looking statements, which may be identified by their use of words like plans, expects, will, anticipates, believes, intends, projects, estimates or other words of similar meaning. All statements that address expectations or projections about the future, including but not limited to statements about the Companys strategy for growth, product development, market position, expenditures, and financial results, are forward-looking statements.

Forward-looking statements are based on certain assumptions and expectations of future events. The Company cannot guarantee that these assumptions and expectations are accurate or will be realised. The Companys actual results, performance or achievements could thus differ materially from those projected in any such forward-looking statements. The Company assumes no responsibility to publicly amend, modify or revise any forward looking statements, on the basis of any subsequent developments, information or events.

4. Directors

Mr. Atul C. Kirloskar and Mr. Nihal G. Kulkarni retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

The brief resume and other details, as required to be disclosed under Clause 49 of the Listing Agreement, form part of the Report on Corporate Governance.

5. Auditors

Joshi & Kulkarni, Chartered Accountants, Statutory Auditors (Firm Registration No. 115751 W) of the Company retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. Members are requested to appoint auditors for the current year and to authorise the Board to fix their remuneration.

6. Corporate Governance

A report on the Corporate Governance, along with the certificate of compliance from the Practicing Company Secretary, forms part of this report.

7. SEBI Regulations & Listing Fees

Since SEBI has stipulated electronic filing of Annual Report, Corporate Governance Report, Financial Results, Share Holding Pattern, etc. on website www.sebiedifar.nic.in, statements of your Company can be accessed at this website as well as on the Company Website www.ggdandekar.com.

The annual listing fees for the year under review have been paid to the Bombay Stock Exchange Limited where your Companys shares are listed.

8. Fixed Deposits

The Company does not accept fixed deposits.

9. Directors Responsibility Statement

Pursuant to Section 217(2AA) of the Companies Act, 1956 the Board of Directors state:

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

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

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

The Directors have prepared the annual accounts on a going concern basis.

10. Statutory Disclosures

The information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo as required under Section 217(1 )(e) of the Companies Act, 1956 read with the rules there under is given in Annexure Aforming part of this report.

As required under Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, a statement giving the required information relating to the employees covered there under is given in Annexure B forming part of th is report.

11. Acknowledgements

Your Directors would like to place on record their appreciation of the contribution made and support provided to the Company by the shareholders, employees, bankers, suppliers and customers during the period under report.

For and on behalf of the Board of Directors

Date: 28 May 2010 Jeetendra M. Shende Nihal G. Kulkarni

Place: Pune Executive Director Vice Chairman

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