Directors Report of HIM Teknoforge Ltd.

Mar 31, 2018

The Members,

The Directors have pleasure in presenting the 47th Annual Report of the Company together with the audited accounts for the Financial Year ended March 31, 2018.

1. Financial summary or highlights/Performance of the Company

FINANCIAL RESULTS: (Rupees in lacs)

Particular	2017-2018	2016-2017
Revenue from Operations	27375.43	25135.06
Add: Other Income	345.21	112.78
Total Income	27720.64	25247.84
Profit before Depreciation and Tax (PBDT)	1827.93	1678.43
Less: Depreciation	735.16	657.30
Profit Before Tax (PBT)	1092.77	1021.13
Less: Taxes
(a) Current Year Tax	234.87	272.00
(b) Taxes for Earlier Years	-	(0.13)
(c) Deferred Tax	(193.87)	33.78
Profit after Tax	1051.77	715.48
Dividend	20%	-
Earnings per Share''s (Rs. 2/- each) (Basic & Diluted)	Rs. 13.37	Rs.9.10

(Financial Results for the year ended 31st March, 2018 are in compliance with Indian Accounting Standard (Ind AS) prescribed under Section 133 of the Companies Act, 2013 and previous year figures for the year ended 31st March 2017, have been restated to make them Comparable.)

2. DIVIDEND

The Directors are pleased to recommend a dividend of Rs. 0.40 (20%) per Equity Share of Rs. 2/- each for the financial year ended on 31st March, 2018.

3. RESERVES

No amount has been transferred to General Reserve.

4. BRIEF DESCRIPTION OF THE COMPANY''S WORKING DURING THE YEAR/STATE OF COMPANY''S AFFAIRS

The total turnover during the year is Rs. 27375.43 Lacs (Previous Year Rs. 25135.06 Lacs). We have made a Profit after depreciation and interest of Rs. 1092.77 Lacs (Previous Year Rs. 1021.13 Lacs).

5. CHANGE IN THE NATURE OF BUSINESS, IF ANY

There is no change in the nature of business during the financial year 2017-18.

6. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

The Company has entered into Scheme of Amalgamation which affects the financial position of the Company during the Financial Year. The details of the same are mentioned below:

The Scheme of Amalgamation has been executed pursuant to the Order dated 9th January, 2018 of Hon''ble National Company Law Tribunal, Chandigarh Bench ("NCLT") for merger of Him Teknoforge Limited (Transferor Company) with Gujarat Automotive Gears Limited (Transferee Company).

7. 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

Hon''ble National Company Law Tribunal, Chandigarh Bench ("NCLT"), in the matter of Amalgamation of Him Teknoforge Limited (Transferor Company) with Gujarat Automotive Gears Limited (Transferee Company), under Section 230-232 read with Section 66 and other applicable provisions of the Companies Act, 2013, vide its Order dated 9th January, 2018 approved the Scheme of Amalgamation of Him Teknoforge Limited with Gujarat Automotive Gears Limited.

8. IN THE MATTER OF AMALGAMATION OF HIM TEKNOFORGE LIMITED (TRANSFEROR COMPANY) WITH GUJARAT AUTOMOTIVE GEARS LIMITED (TRANSFEREE COMPANY), UNDER SECTION 230-232 READ WITH SECTION 66 AND OTHER APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013

Hon''ble National Company Law Tribunal, Chandigarh Bench ("NCLT"), in the matter of Amalgamation of Him Teknoforge Limited (Transferor Company) with Transferee Company, under Section 230-232 read with Section 66 and other applicable provisions of the Companies Act, 2013, vide its Order dated 5th May, 2017 directed the meeting of secured creditors, unsecured creditors and shareholders of the company on 23rd June, 2017.

As directed by the NCLT the meetings of secured creditors, unsecured creditors and shareholders of the company were held on 23rd June, 2017 at Chandigarh and the matter of Amalgamation as stated above was passed with the requisite majority respectively.

Upon receipt of requisite approval as mentioned above the second motion petition was filed with the NCLT on 6th July, 2017 for sanction of scheme of amalgamation and NCLT vide its order dated 13th July, 2017 fixed 24th August, 2017 as the date of hearing for the same.

Hon''ble National Company Law Tribunal, Chandigarh Bench ("NCLT"), in the matter of Amalgamation of Him Teknoforge Limited (Transferor Company) with Gujarat Automotive Gears Limited (Transferee Company), under Section 230-232 read with Section 66 and other applicable provisions of the Companies Act, 2013, vide its order dated 9th January, 2018 approved the Scheme of Amalgamation of Him Teknoforge Limited with Gujarat Automotive Gears Limited.

9. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS The Company has appointed internal auditors for adequacy of internal financial controls and your Board has taken adequate care for financial controls.

10. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

Your Company has no Subsidiary/Joint Venture/Associate Company during the year.

11. PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES INCLUDED IN THE CONSOLIDATED FINANCIAL STATEMENT

No details are given as your Company has no Subsidiary/Joint Venture/Associate Company during the year.

12. DEPOSITS

Your Company has not accepted any deposit during the year and there was no deposit at the beginning of the year. Therefore the details relating to deposits, covered under Chapter V of the Act is not applicable.

13. AUDITORS

- Statutory Auditors:

M/S M. L. BHUWANIA AND CO. LLP (FRN: 101484W/W100197) and M/S PRA ASSOCIATES (FRN: 2355N), Chartered Accountants, were appointed as the Joint Auditors of the Company for the period of 5(five) years who shall hold the office as Joint Auditors of the Company till 51st Annual General Meeting of the company to be held in the year 2022.

However, M/S M. L. BHUWANIA AND CO. LLP (FRN: 101484W/W100197), Chartered Accountants, expressing their disability to continue due to their pre occupation voluntarily resigned as Joint Statutory Auditors w.e.f. 3rd August, 2018. Whereas, M/S. PRA ASSOCIATES (FRN: 2355N) shall continue to act as Statutory Auditors of the Company.

- Internal Auditors:

M/s. Ashish Mehta and Associates, Chartered Accountants, Vadodara for Baroda Unit and M/s Anand Saklecha & Co., Chartered Accountants, for Indore Units, have been appointed as Internal Auditors of the Company in terms of Section 138 of the Companies Act, 2013 and rules , made thereunder, for the Financial Year 2018-19 by the Board of Directors, upon recommendation of the Audit Committee.

14. AUDITORS'' REPORT

No qualification, reservation or adverse remark or disclaimer has been made by the auditors in their auditors'' report for the year 2017-18.

15. SHARE CAPITAL

Consequent to the merger in pursuance of approval of Scheme of Amalgamation of Him Teknoforge Limited (Transferor Company) with Gujarat Automotive Gears Limited (Transferee Company), the changes in Share Capital of the Company are mentioned below:

As per the Scheme, 5,65,285 Equity Shares of Rs. 2/- each held by Him Teknoforge Limited (Transferor Company) in Gujarat Automotive Gears Limited (Transferee Company) stands cancelled and there is corresponding change in the Share Capital of Gujarat Automotive Gears Limited (transferee company) taking into account the cancellation of the shares of transferor company.

Further , pursuant to the said Scheme, the Board of Directors of the Company have allotted 66,81,301 Equity Shares of Rs. 2/- each to the Shareholders of Transferor Company on 30th March, 2018 and accordingly the present paid-up share capital is Rs.157.32 lacs comprising of 78,66,016 Equity Shares of Rs. 2/- each (fully paid).

16. EXTRACT OF THE ANNUAL RETURN

The extract of the annual return in Form No. MGT - 9 forming part of the Board''s Report is attached herewith as Annexure-A.

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

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are attached herewith as Annexure-B.

18. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The details on the CSR activities are enclosed as Annexure-C.

19. DIRECTORS

A) Changes in Directors and Key Managerial Personnel

The following changes in Directors and Key Managerial Personnel were made during the financial year 2017-18:

Sr. No.	Name of Director/ Key Managerial Personnel	Designation	Category	Date of Appointment	Date of Cessation
1	Mr. Vijay Aggarwal [DIN: 00094141]	Managing Director	Promoter Group	31.01.2018	--
2	Mr. Pradeep Kumar [DIN: 03052477]	Non-Executive Director	Independent	31.01.2018	--
3	Mr. Purshotam Lal Sharma [DIN: 03509280]	Non-Executive Director	Independent	31.01.2018
4	Mr. Baskaran Kesavareddiyar* [DIN: 07176788]	Non-Executive Director	Nominee Director	31.01.2018
5	Ms. Bhavna Rao [DIN: 00956209]#	Non-Executive Director	Nominee Director	30.05.2018	--
5	Mr. Chintankumar Doshi	Company Secretary	--	--	06.01.2018
6	Ms. Snehal Atulkumar Chokshi**	Company Secretary	--	01.06.2018	--

*Mr. Baskaran Kesavareddiyar has been appointed as Nominee Director of Canbank Venture Capital Fund Limited, with effect from 31st January, 2018.

# Ms. Bhavana Rao has been appointed as Nominee Director of IFCI Venture Capital Funds Limited, with effect from 30th May, 2018

** Appointment of Ms. Snehal Atulkumar Chokshi as Company Secretary of the Company with effect from 1st June, 2018.

B) Declaration by Independent Director(s):

Declarations by Independent Directors - Mr. Rajendra Prasad, Mr. Ravikant Dhawan, Mr. Pradeep Kumar and Mr. Purshotam Lal Sharma that they meet the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013 have been given.

The Board of Directors declares that the Independent Directors Mr. Rajendra Prasad, Mr. Ravikant Dhawan, Mr. Pradeep Kumar and Mr. Purshotam Lal Sharma in the opinion of the Board are:

a) persons of integrity and they possess relevant expertise and experience;

b) not a promoter of the Company or its holding, subsidiary or associate company;

c) not related to promoters or directors of the company or its holding, subsidiary or associate company;

d) have/had no pecuniary relationship with the company, or its holding or subsidiary or associate company or promoters or directors of the said companies during the two immediately preceding financial years or during the current financial year;

e) none of their relatives have or had pecuniary relationship or transactions with the company or its holding or subsidiary or associate company or promoters or directors of the said companies amounting to two percent or more of its gross turnover or total income or fifty lakh rupees whichever is lower during the two immediately preceding financial years or during the current financial year;

f) neither they nor any of their relatives -

i. hold or have held the position of a key managerial personnel or are or have been employees of the Company or its holding, subsidiary, associate company in any of the three financial years immediately preceding the current financial year.

ii. are or had been employee or proprietor or a partner in any of the three financial years immediately preceding the current financial year of

a) a firm of auditors or company secretaries in practice or cost auditors of the company or its holding, subsidiary or associate company or

b) any legal or consulting firm that has or had any transaction with the company, its holding, subsidiary or associate company amounting to ten percent or more of gross turnover of the said firm;

iii) hold together with their relatives two percent or more of the total voting power of the company or

iv) is a Chief Executive or director of any non-profit organization that receives twenty-five percent or more of its receipts from the company, any of the promoters or directors of the company or its holding, subsidiary or associate company or that holds two percent or more of the total voting powers of the company;

g) Possess qualifications prescribed in Rule 5 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

C) Formal Annual Evaluation.

The Company has devised a policy for performance evaluation of Independent Directors, Board Committees and Individual Directors which include criteria for performance evaluation of executive directors and non-executive directors. The Board has carried out an annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its committees. The Board of Directors has expressed their satisfaction with the evaluation process.

20. MEETINGS

An agenda of Meetings is prepared and circulated in advance to the Directors. During this year, five (5) Board and four (4) Audit Committee 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 Companies Act, 2013 and the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, read with the erstwhile Listing Agreement.

Statement indicating the manner in which formal annual evaluation has been made by the Board of its own performance and that of its committees and individual directors has been given in the Report of Corporate Governance.

21. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

The Company has provided Guarantee to the SIDBI on behalf of one of its dedicated Job-work vendor- Gee Ess Precision Engineering Pvt. Ltd. for the loans availed by it. The Company has complied with provisions of Section 186 of the Companies Act, 2013 in respect of the same.

22. PARTICULARS OF CONTRACTS OR ARRANGEM ENTS WITH RELATED PARTIES

Particulars of contracts or arrangements with related parties are given in Form AOC-2 enclosed as Annexure-D.

23. MANAGERIAL REMUNERATION

Disclosures pursuant to Section 197(12) of the Companies Act,2013 read with Rule 5(1), 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are enclosed herewith as Annexure-E.

24. SECRETARIAL AUDIT REPORT

The Secretarial Audit Report pursuant to Section 204(1) of the Companies Act, 2013 given by M/s. Dinesh Mehta & Co., Company Secretaries in practice is enclosed herewith as Annexure- F.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

25. CORPORATE GOVERNANCE REPORT

The Company has been following the principles and practices of good Corporate Governance and has ensured compliance of the requirements stipulated under Regulation 34 of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

A detailed report on Corporate Governance as required under Regulation 34 of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, is appended along with the certificate on Corporate Governance, issued by M/s. Dinesh Mehta & Co., Company Secretaries, Vadodara (Gujarat), the Secretarial Auditors, confirming the compliance of conditions on Corporate Governance forms part of the Board Report and is enclosed as Annexure-G.

26. MANAGEM ENT DISCUSSION AND ANALYSIS REPORT

A report on Management Discussion and Analysis, as required in terms of Regulation 34(2) of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, forms part of this Report and it deals with the Business Operations and Financial Performance, Research & Development, Expansion & Diversification, Risk Management, Marketing Strategy, Safety & Environment, Human Resource Development, etc. and is enclosed as Annexure - H.

27. RISK MANAGEMENT

The Management has put in place adequate and effective system and man power for the purposes of risk management. In the opinion of the Board, there are no risks which would threaten the existence of the Company.

28. DIRECTORS'' RESPONSIBILITY STATEMENT

Your Directors make the following statement in terms of Section 134(3) (c) of the Companies Act, 2013:

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

(b) 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 and loss of the company for that period;

(c) that the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) that the directors have prepared the annual accounts on a going concern basis.

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

(f) that the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

29. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOM EN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance towards sexual harassment at the workplace and towards this end, has adopted a policy in line with provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules made thereunder. All employees (permanent, contractual, temporary, trainees) are covered under the said policy. Internal Complaints Committee has also been set up to redress complaints received on sexual harassment.

During the financial year under review, the Company has not received any complaints of sexual harassment from any of the women employee of the Company.

30. INVESTOR EDUCATION AND PROTECTION FUND

Transfer of Unpaid Dividend:

Pursuant to the provisions of Section 124(5) the Companies Act, 2013, read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (''the Rules''), all unpaid or unclaimed dividends are required to be transferred by the Company to the Investor Education and Protection Fund (IEPF) established by the Central Government, after the completion of seven (7) years. Consequently, your Company has transferred Rs.79,890/- during the year to the Investor Education and Protection Fund, lying with it for a period of seven years pertaining to year 2009-10.

31. COST AUDIT

During the year under review, the Company had not been mandatorily required to get its Cost Records audited in terms of provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014 notified by the Ministry of Corporate Affairs (MCA) on 31 December, 2014, as the Industry under which the Company falls has been exempted from the Cost Audit under the said rules.

Pursuant to the Scheme of Amalgamation of Him Teknoforge Limited (Transferor Company) with Gujarat Automotive Gears Limited (Transferee Company), overall annual turnover of the Company from all its products and services exceeds Rs. 100 crore and the aggregate turnover of the individual product or products or service or services for which cost records are required to maintained exceeds Rs. 35 Crores, thus the Board of the company has appointed Cost Auditor for the Cost Audit purpose for the Financial Year 2018-19 in its meeting held on 30th May, 2018.

32. ACKNOWLEDGEMENTS

The Board of Directors gratefully acknowledge the assistance and co-operation received from the Banks & Financial Institutions and all other statutory and non-statutory agencies for their co-operation.

The Board of Directors also wish to place on record their gratitude and appreciation to the members for their trust and confidence shown in the Company.

The Board of Directors would like to especially thank all the employees of the Company for their dedication and loyalty.

For and on behalf of Board

Date : 14.08.2018 Sd/-

Place: Baddi Rajiv Aggarwal

Joint Managing Director

---

Mar 31, 2016

DIRECTORS’ REPORT

To,

The Members,

The Directors have pleasure in presenting the 45^th Annual Report of the Company together with the audited accounts for the Financial Year ended March 31, 2016.

1. Financial summary or highlights/Performance of the Company

FINANCIAL RESULTS: (Rupees in lacs)

Particular	2015-2016 Rs.	2014-2015 Rs.
Operating Profit	645.92	742.81
Less : Depreciation	28.77	39.02
Total Profit for the year after depreciation but before tax	617.15	703.79
Less : Provision for taxation	207.00	231.98
Less : Provision for deferred tax assets / liabilities	0.21	-3.34
Profit after tax	409.94	475.15
Balance of profit brought forward from previous year	1973.33	1564.74
Profit available for appropriation	2383.27	2039.89
Less : Proposed dividend	12.25	12.25
Less : Tax on proposed dividend	2.49	2.51
Less : Transferred to general reserve	41.07	47.55
Less : Depreciation charged to Reserve & Surplus (P&L A/c)	--	4.25
Net profit carried forward to balance sheet	2327.46	1973.33

2. Dividend

The Directors are pleased to recommend for the approval of the shareholders a dividend at the rate of 35% per share (i.e. Rs 0.70 per share) each on the paid-up equity share capital of the Company with respect to the financial year 2015-2016 maintaining the same rate as that of F.Y. 2014-15.

3. Reserves

The Company proposes to carry Rs.41.07 lakhs to general reserve from net profit of the Company.

4. Brief description of the Company’s working during the year/State of Company’s affair

Total turnover during the year is Rs.2562.78 Lac (Previous Year Rs. 3049.51 Lac) showing decrease of 15.96% over the previous year and a profit after depreciation and interest of Rs. 617.15 Lac (Previous Year Profit of Rs. 703.79 Lac). Exports during the year were Rs. 2482.84 Lac as against Rs. 2925.01 Lac during the previous year. During the current year export sales are 96.88% of total turnover.

As in the past, during the coming years more focus will be on exports with regular visits to customers and tapping new customers at trade fairs and exhibitions.

5. Change in the nature of business, if any

There is no change in the nature of business during the financial year 2015-16.

6. Material changes and commitments, if any, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report

No material changes occurred subsequent to the close of the financial year of the Company to which the balance sheet relates and the date of the report.

7. 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

In the knowledge of Board no significant and material orders have been passed by any regulators or courts or tribunals impacting the going concern status and company''s operations in future during the financial year and or subsequent to the close of the financial year of the Company to which the balance sheet relates and the date of the report.

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

The Company has appointed internal auditor for adequacy of internal financial controls and your Board has taken adequate care for internal financial controls.

9. Details of Subsidiary/Joint Ventures/Associate Companies

Your Company has no Subsidiary/Joint Ventures/Associate Companies during the year.

10. Performance and financial position of each of the subsidiaries, associates and joint venture companies included in the consolidated financial statement.

No details are given as your Company has no Subsidiary/Joint Ventures/Associate Companies during the year.

11. Deposits

Your Company has not accepted any deposit during the year and there was no deposit at the beginning of the year. Therefore the details relating to deposits, covered under Chapter V of the Act is not applicable.

12. Statutory Auditors

M/s. Kanu Doshi Associates LLP, Chartered Accountants, bearing FRN: 104746W, Auditors of the Company retire at the ensuing Annual General Meeting and are eligible for reappointment.

The Company has obtained a letter of consent and also a certificate under section 139 and 141 of the Companies Act, 2013 from the Auditors to the effect that, their appointment, if made would be within the limits prescribed in the said section.

13. Auditors’ Report

No qualification, reservation or adverse remark or disclaimer has been made by the Auditors in their Auditors'' Report for the year 2015-16. The directors confirm that no frauds were reported by auditor under subsection (12) of section 143.

14. Share Capital

During the year under review, the Company has not issued any securities nor has granted any stock option or sweat equity.

15. Extract of the annual return

The extract of the annual return in Form No. MGT - 9 forming part of the Board''s report is attached herewith as (Annexure-A).

16. Conservation of energy, technology absorption and foreign exchange earnings and outgo

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are attached herewith (Annexure-B).

17. Corporate Social Responsibility (CSR)

The details on the CSR activities are enclosed as (Annexure-C).

18. Directors

A) Changes in Directors and Key Managerial Personnel

The following changes in Directors and Key Managerial Personnel were made during the financial year 2015-16:

Sr. No.	Name of Director/ Key Managerial Personnel	Designation	Category	Date of Appointment	Date of Cessation
1	Anju Aggarwal [DIN: 00094267]	Additional Director [Non Executive Director]	Promoter Group	31.03.2015	30.05.2015
2	Diya Aggarwal [DIN: 07158255]	Additional Director [Non Executive Director]	Promoter Group	13.08.2015	29.09.2015
3	Ankit Jain1 [DIN: 02918898]	Non Executive Director	Independent	29.09.2015	--
4	Rajendra Prasad Sinha* [DIN: 02129566]	Non Executive Director	Independent	29.09.2015	--
5	Ravikant Dhawan* [DIN: 00101878]	Non Executive Director	Independent	29.09.2015	--
6	Anju Aggarwal [DIN: 00094267]	Additional Director [Non Executive Director]	Promoter Group	28.12.2015

B) Declaration by an Independent Director(s):

Declarations by Mr. Ankit Jain, Mr. Rajendra Prasad Sinha and Mr. Ravikant Dhawan Independent Directors that they meet the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013 have been given.

The Board of Directors declares that the Independent Directors Mr. Ankit Jain, Mr. Rajendra Prasad Sinha and Mr. Ravikant Dhawan in the opinion of the Board are:

a) persons of integrity and they possess relevant expertise and experience;

b) not a promoter of the Company or its holding, subsidiary or associate company;

c) not related to promoters or directors of the company, or its holding, subsidiary or associate company;

d) have/had no pecuniary relationship with the company, its holding or subsidiary or associate company or promoters or directors of the said companies during the two immediately preceding financial years or during the current financial year;

e) none of their relatives have or had pecuniary relationship or transactions with the company, its holding, subsidiary or associate company or promoters or directors of the said companies amounting to two percent or more of its gross turnover or total income or fifty lakh rupees whichever is lower during the two immediately preceding financial years or during the current financial year;

f) neither they nor any of their relatives -

i. hold or have held the position of a key managerial personnel or are or have been employees of the Company or its holding, subsidiary, associate company in any of the three financial years immediately preceding the current financial year.

ii. are or had been employee or proprietor or a partner in any of the three financial years immediately preceding the current financial year of

a) a firm of auditors or company secretaries in practice or cost auditors of the company or its holding, subsidiary or associate company

or

b) any legal or consulting firm that has or had any transaction with the company, its holding, subsidiary or associate company amounting to ten percent or more of gross turnover of the said firm;

iii) hold together with their relatives two percent or more of the total voting power of the company or

iv) is a Chief Executive or director of any non-profit organization that receives twenty-five percent or more of its receipts from the company, any of the promoters or directors of the company or its holding, subsidiary or associate company or that holds two percent or more of the total voting powers of the company;

g) possess qualifications prescribed in Rule 5 of The Companies (Appointment and Qualification of Directors) Rules, 2014.

C) Formal Annual Evaluation.

The Company has devised a policy for performance evaluation of Independent Directors, Board, Committees and individual Directors which includes criteria for performance evaluation of executive directors and non-executive directors. The Board has carried out an annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its committee. The Board of Directors has expressed their satisfaction with the evaluation process.

19. Number of meetings of the Board of Directors

Name of the Director	Category of the Director	Date of Board Meeting and attendance
		30.05.2015	13.08.2015	05.11.2015	10.02.2016
Rajiv Aggarwal	Chairman & Managing Director	/	/	/	/
Ankit Jain	[Non Executive] Independent Director	/	/	-	/
Ravikant Dhawan	[Non Executive] Independent Director	/	/	/	/

Rajendra Prasad Sinha	[Non Executive] Independent Director	/	/	/	-
Anju Aggarwal	Additional Non Executive Director	-	-	-	/
Diya Aggarwal [13.08.2015 to 29.09.2015]	Additional Non Executive Director	-	-	-	-

20. Audit Committee

Audit Committee comprising of the following Directors of the Board:

Name	Category	Status	No. of Meeting Attended.
Mr. Ankit Jain	[Non Executive] Independent Director	Chairman	4/5
Mr. Rajiv Aggarwal	Managing Director	Member	5/5
Mr. Ravikant Dhawan	[Non Executive] Independent Director	Member	5/5

During the year from 01st April, 2015 to 31st March, 2016 the Audit Committee met five times on 30.05.2015, 13.08.2015, 05.11.2015, 10.02.2016, and 29.03.2016.

21. Nomination and Remuneration Committee

Nomination and Remuneration Committee comprising of the following Directors of the Board:

Name	Category	Status	No. of Meeting Attended.
Mr. Ankit Jain	[Non Executive] Independent Director	Chairman	3/3
Mr. Rajendra Prasad Sinha	[Non Executive] Independent Director	Member	2/3
Mr. Ravikant Dhawan	[Non Executive] Independent Director	Member	3/3

The Committee met on 30.05.2015, 13.08.2015 and 10.02.2016 during the year 01st April, 2015 to 31st March, 2016.

The policy formulated by nomination and remuneration committee:

The terms of reference of the committee inter alia include succession planning for Board of Directors and Senior Management Employees, identifying and selection of candidates for appointment of Directors/Independent Directors based on certain laid down criteria, identifying potential individuals for appointment of Key Managerial personnel and other senior managerial position and review the performance of the Board of Directors and Senior Management personnel including Key managerial personnel based on certain criteria approved by the Board. While reviewing the performance, the committee ensures that the remuneration is reasonable and sufficient to attract, retain and motivate the best managerial talents, remuneration commensurate with the performance of individual/group and also maintains a balance between both short and long term objectives of the company.

22. Stakeholders Relationship Committee

Stakeholders Relationship Committee comprises of the following Directors of the Board.

Name	Category	Status	No. of Meeting Attended.
Mr. Ravikan Dhawan	[Non Executive] Independent Director	Chairman	1/1
Mr. Rajiv Aggarwal	Managing Director	Member	1/1
Mr. Ankit Jain	[Non Executive] Independent Director	Member	1/1

The Committee met once on 10.02.2016 during the year 01st April, 2015 to 31st March, 2016.

23. Details of establishment of whistle blower policy for directors and employees.

The Company has framed a whistle blower policy in terms of Companies Act, 2013 and the same may be accessed on the Company''s website. And that the every employee of the Company can directly report to the Chairman of the Audit Committee when she / he become aware of any actual or possible violation of the Code or an event of misconduct, act of misdemeanor or act not in the company''s interest.

24. Particulars of loans, guarantees or investments under section 186

The Company has given loans or guarantee or made an investment in the following manner during the financial year 20152016:

Sr. no.	Particulars of Loan, Guarantee or investment	Amount In Rs.	Approved at Board meeting dated	1. % of Paid up Capital Free reserves Securities premium account or 2. % of Free reserves Securities premium account	Whether approval of Members vide SR taken	Other Details
1.	Loan given to Him Teknoforge Limited.	Till the year end i.e. as on 31.03.2016 loan amount is Rs. 25.50 Crores.	Approval of loan amount exceeding Rs. 18 crore @ 12% p.a. for sum not exceeding Rs. 30 Crore by Board resolution dated 13.03.2015	1. 94.20% of Paid up Capital Free reserve Securities Premium Account. 2. 95.43% of Free reserves Securities Premium Account.	Members approved loan amount upto Rs. 50 crore by Special Resolution dated 11.02.2015 through postal ballot.	During the year Company earned interest of Rs. 2,52,89,865 on given loan.
		As on 31.03.2015 loan amount is Rs. 17 Crores.
			Approval of loan amount up to Rs. 18 crore @ 11% p.a. by Board resolution dated 14.05.2014

Further the Company states that the loan is given at a rate of interest not lower than the prevailing yield of one year, three year, five year or ten year government security closest to the tenor of loan.

The Company has not given guarantee or made an investment during the financial year 2015-16.

25. Particulars of contracts or arrangements with related parties:

Particulars of contracts or arrangements with related parties are given in Form AOC-2 enclosed as (Annexure-D).

26. Managerial Remuneration:

Disclosures pursuant to section 197(12) of the Companies Act,2013 read with Rule 5(1), 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are enclosed herewith (Annexure-E).

27. Secretarial Audit Report_

The Secretarial Audit Report pursuant to section 204(1) of the Companies Act, 2013 given by M/s. Dinesh Mehta & Co., a company secretary in practice enclosed herewith (Annexure- F).

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

28. Corporate Governance Report (Clause 49)

The paid up share capital of the Company is below Rs. 10 crore and Net worth is below Rs. 25 Crore as per the audited Balance Sheet as at 31st March 2015, and therefore, the compliance with the corporate governance provisions as specified in regulations 17, 18, 19, 20, 21, 22, 23, 24, 25, 26, 27, and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C, D, and E of schedule V of Securities And Exchange Board of India (Listing Obligations And Disclosure Requirements) Regulations, 2015 as notified by Securities and Exchange Board of India vide notification No. SEBI/LAD-NR0/GN/2015-16/013 dated 2nd September, 2015 is not applicable to our Company during the financial year 2015-16.

29. Risk management policy

The Management has put in place adequate and effective system and man power for the purposes of risk management. In the opinion of the Board, there are no risks which would threaten the existence of the Company.

30. Directors’ Responsibility Statement

Your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013:

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

(b) 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 and loss of the company for that period;

(c) that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) that the directors had prepared the annual accounts on a going concern basis;

(e) that the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively and

(f) that the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

31. Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013: The Company has zero tolerance towards sexual harassment at the workplace and towards this end, has adopted a policy in line with provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and rule there under. All employees (permanent, contractual, temporary, trainees) are covered under the said policy. Internal Complaints Committee has also been set up to redress complaints received on sexual harassment.

During the financial year under review, the Company has not received any complaints of sexual harassment from any of the women employee of the Company.

32. Acknowledgements

The Board of Directors gratefully acknowledge the assistance and co-operation received from the State Bank of India and all other statutory and non-statutory agencies for their co-operation.

The Board of Directors also wish to place on record their gratitude and appreciation to the members for their trust and confidence shown in the Company.

The Board of Directors would like to especially thank all the employees of the Company for their dedication and loyalty.

By Order of the Board of Directors

Dated : 11.08.2016 Rajiv Aggarwal

Place : Vadodara Chairman & Managing Directo

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Mar 31, 2015

The Directors have pleasure in presenting the 44th Annual Report of the Company together with the audited accounts for the Financial Year ended March 31, 2015.

1. Financial summary or highlights/Performance of the Company

FINANCIAL RESULTS: (Rupees in lacs)

Particular 2014-2015 2013-2014

Operating Profit 742.81 736.76

Less: Depreciation 39.02 44.47

Total Profit for the year after depreciation but before tax 703.79 692.29

Less: Provision for taxation 231.98 228.63

Less: Provision for deferred tax assets / liabilities -3.34 -0.92

Profit-after tax 475.15 464.58

Balance of profit brought forward from previous year 1564.74 -1159.14

Profit available for appropriation 2039.89 1623.72

Less: Proposed dividend 12,25 10.50

Less: Tax on proposed dividend 12.25 1.78

Less: Transferred to general reserve 47.55 46.70

Less: Depreciation charged to Reserve & Surplus (P&L A/c) 4.25 --

Net profit carried forward to balance sheet 1973.33 1564.74

2. Dividend

The Directors are pleased to recommend for the approval of the shareholders a dividend at the rate of 35% per share of Rs. 2 (i.e. of Rs 0.70/- per share) each on the paid-up equity share capital of the Company with respect to the financial year 2014-2015.

3. Reserves

The Company proposes to carry Rs.2277.22 Lac to the Reserves which is left after paying dividend of Rs 12.25 Lac from net profits of Rs. 475.15 Lac.

4. Brief description of the Company's working during the year/State of Company's affair Total Turn Over during the year is Rs.3049.51 Lac (Previous Year Rs. 2862.97 Lac) showing increase of 6.51% over the previous year. We have made a Profit after depreciation and interest of Rs. 703.79 Lac (Previous Year Profit of Rs. 692.29 Lac). Exports during the year were Rs. 2813.03 Lac as against Rs. 2642.12 Lac during the previous year. During the current year our export sales are 92.25% of our total sales.

As in the past, during the coming year more focus will be on exports with regular visits to customers and tapping new customers at trade fairs and exhibition.

5. Change in the nature of business, it any There is no change in the nature of business during the financial year 2014-15.

6. Material changes and commitments, if any, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report No material changes occurred subsequent to the close of the financial year of the Company to which the balance sheet relates and the date of the report.

7. 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 No significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future during the financial year and or subsequent to the close of the financial year of the Company to which the balance sheet relates and the date of the report.

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

The Company has appointed internal auditor for adequacy of internal financial controls and your Board has taken adequate care for financial control.

9. Details of Subsidiary/Joint Ventures/Associate Companies Your Company has no Subsidiary/Joint Ventures/Associate Companies during the year.

10. Performance and financial position of each of the subsidiaries, associates and joint venture companies included in the consolidated financial statement.

No details are given as your Company has no Subsidiary/Joint Ventures/Associate Companies during the year.

11. Deposits

Your Company has not accepted any deposit during the year and there was no deposit at the beginning of the year. Therefore the details relating to deposits, covered under Chapter of the Act is not applicable.

12. Statutory Auditors

M/s. Kanu Doshi Associates, Chartered Accountants, bearing FRN: 104746W, Auditors of the Company retire at the ensuing Annual General Meeting and are eligible for reappointment.

The Company has obtained a letter of consent and also a certificate under section 139 and 141 of the Companies Act, 2013 from the Auditors to the effect that, their appointment, if made would be within the limits prescribed in the said section.

13. Auditors Report

No qualification, reservation or adverse remark or disclaimer has been made by the auditors in their auditors' report for the year 2014-15.

14. Share Capital

During the year under review, the Company has not issued any securities nor has granted any stock option or sweat equity.

15. Extract of the annual return

The extract of the annual return in Form No. MGT - 9 forming part of the Board's report is attached herewith as (Annexure-A).

16. Conservation of energy, technology absorption and foreign exchange earnings and outgo The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are attached herewith (Annexure-B).

17. Corporate Social Responsibility

(CSR) The details on the CSR activities are enclosed as (Annexure-C).

18. Directors

A) Changes in Directors and Key Managerial Personnel

The following changes in Directors and Key Managerial Personnel were made during the financial year 2014-15:

Sr. nO. Name of Director/ Key Designation Category Date of Date of Managerial Personnel Appoint- ment Cessa- tion

1 Ramkisan A Devidayal Non Execu- tive Director indepen- dent Director 14.05. 2014 08.08. 2014 [DIN: 00238853]

2 AnjuAggarwai Non Execu- tive Director Promoter Group 31.03. 2015 30.05. 2015 [DIN: 00094267]

3 Shailesh Gandhi Chief Financial Officer N.A. 01.02. 2015 --

4 Chintan Doshi Company Secretary N.A. 13.03. 2015 --

6) Declaration by an Independent Directors) and re- appointment, if any_ A declaration by Mr. Ankit Jain, Mr. Rajendra Prasad and Mr. Ravikant Dhawan Independent Directors that they meet the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013 have been given.

The Board of Directors declare that the Independent Directors Mr. Ankit Jain, Mr. Rajendra Prasad and Mr. Ravikant Dhawan in the opinion of the Board are:

a) persons of integrity and they possess relevant expertise and experience;

b) not a promoter of the Company or its holding, subsidiary or associate company;

c) not related to promoters or directors of the company, or its holding, subsidiary or associate company;

d) have/had no pecuniary relationship with the company, its holding or subsidiary or associate company or promoters or directors of the said companies during the two immediately preceding financial years or during the current financial year;

e) none of their relatives have or had pecuniary relationship or transactions with the company, its holding, subsidiary or associate company or promoters or directors of the said companies amounting to two percent or more of its gross turnover or total income or fifty lakh rupees whichever is lower during the two immediately preceding financial years or during the current financial year;

f) neither they nor any of their relatives -

i. hold or have held the position of a key managerial personnel or are or have been employees of the Company or its holding, subsidiary, associate company in any of the three financial years immediately preceding the current financial year.

ii. are or had been employee or proprietor or a partner in any of the three financial years immediately preceding the current financial year of

a) a firm of auditors or company secretaries in practice or cost auditors of the company or its holding, subsidiary or associate company

or

b) any legal or consulting firm that has or had any transaction with the company, its holding, subsidiary or associate company amounting to ten percent or more of gross turnover of the said firm;

iii. hold together with their relatives two percent or more of the total voting power of the company or

iv. is a Chief Executive or director of any non-profit organization that receives twenty-five percent or more of its receipts from the company, any of the promoters or directors of the company or its holding, subsidiary or associate company or that holds two percent or more of the total voting powers of the company;

g) possess qualifications prescribed in Rule 5 of The Companies (Appointment and Qualification of Directors) Rules, 2014.

Mr. Ankit Jain, Mr. Rajendra Prasad and Mr. Ravikant Dhawan are eligible for re-appointment at the ensuing annual general meeting.

C) Formal Annual Evaluation

The Company has devised a policy for performance evaluation of Independent Directors, Board, Committees and individual Directors which includes criteria for performance evaluation of executive directors and non-executive directors. The Board has carried out an annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its committee. The Board of Directors has expressed their satisfaction with the evaluation process.

19. Number of meetings of the Board of Directors

Name of the Director Category of the Director No of Board Meeting Attended Mr. Rajiv Aggarwal Chairman & Managing Director 7/7

Mr. Ankit Jain [Non Executive] Independent Director 7/7

Mr. Ravikan Dhawan [Non Executive] Independent Director 5/7

Mr. Rajendra Prasad Sinha [Non Executive] Independent Director 2/7

Mr. Ramkisan A Dayai (14.05.14 to 08.08.14) [Non Executive] Independent Director --

Mrs. Anju Aggarwal (31.03.15 to 30.05.15) Non Executive Director --

During the year from 01st April, 2014 to 31st March, 2015 the Board of Directors met seven times on 14/05/2014, 18/06/2014, 08/08/2014, 11/11/2014, 29/12/2014, 30/01/2015 and 13/03/2015.

20. Audit Committee

Audit Committee comprising of the following Directors of the Board:

Name Category Status No. of Meeting Attended.

Mr. Ankit Jain [Non Executive] Independent Director Chairman 4/4

Mr. Rajiv Aggarwal Managing Director Member 4/4

Mr. Ravikant Dhawan [Non Executive] Independent Director Member 3/4

During the year from 01st April, 2014 to 31st March, 2015 the Audit Committee met four times on 14/05/2014,08/08/2014,11/ 11/2014,30/01/2015.

21. Nomination and Remuneration Committee

Nomination and Remuneration Committee comprising of the following Directors of the Board:

Name Category Status No. of Meeting Attended

Mr. Ankit Jain [Non Executive] Independent Director Chairman 3/3

Mr. Rajendra Prasad Sinha [Non Executive] Independent Director Member 1/3

Mr. Ravikant Dhawan [Non Executive] Independent Director Member 2/3

The Committee met on 14/05/2014, 30/01/2015 and 13/03/2015 during the year 01st April, 2014 to 31st March, 2015.

The policy formulated by nomination and remuneration committee:

The terms of reference of the committee inter alia include succession planning for Board of Directors and Senior Management Employees, identifying and selection of candidates for appointment of Directors/Independent Directors based on certain laid down criteria, identifying potential individuals for appointment of Key Managerial personnel and other senior managerial position and review the performance of the Board of Directors and Senior Management personnel including Key managerial personnel based on certain criteria approved by the Board. While reviewing the performance, the committee ensures that the remuneration is reasonable and sufficient to attract, retain and motivate the best managerial talents, remuneration commensurate with the performance of individual and group and also maintains a balance between both short and long term objectives of the company.

22. Stakeholders Relationship Committee

Stakeholders Relationship Committee comprises of the following Directors of the Board.

Name Category Status No. of Meeting Attended

Mr.Ravikan Dhawan [Non Executive] Independent Director Chairman 1/1

Mr, Rajiv Aggarwal Managing Director Member 1/1

Mr. Ankit Jain [Non Executive] Independent Director Member 1/1

The Committee met once on 30.01.2015 during the year 01st April, 2014 to 31st March, 2015.

23. Particulars of loans, guarantees or investments under section 186

The Company has given loans or guarantee or made an investment in the following manner during the financial year 2014-2015:

Sr. Particulars of Amount In Rs. Approved at Board meeting % of Paid up Capital Whether approval Other No. Loan, Guarantee dated Free reserves of Members vide Details

or investment Securities premium SR taken

account or % of Free reserves Securities premium account

1. Loan given to Till the year end Approval of loan amount up to Loan amount approved Members Him Tek no forge loan amount is Rs. 18 crore @ 11 % p.a. by by Board is 98.81% of approved loan Limited. Rs. 17 Crores. Board resolution dated free reserve. amount upto 50

14.05.2014 crore by Special

Approval of loan amount

exceeding Rs. 18 crore @ 12% 1 Rs,

p.a. for sum not exceeding Rs. thro Postal

30 Crore by Board resolution Dated"01-

dated 13.03.2015

Further the Company states that the loan is given at a rate of interest not lower than the prevailing yield of one year, three year, five year or ten year government security closest to the tenor of loan.

The Company has not given guarantee or made an investment during the financial year 2014-15.

25. Particulars of contracts or arrangements with related parties:

Particulars of contracts or arrangements with related parties are given in Form AOC-2 enclosed as (Annexure-D).

26. Managerial Remuneration:

Disclosures pursuant to section 197(12) of the Companies Act,2013 read with Rule 5(1), 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are enclosed herewith (Annexure-E).

27. Secretarial Audit Report.

The Secretarial Audit Report pursuant to section 204(1) of the Companies Act,2013 given by M/s. Dinesh Mehta &Co., a company secretary in practice enclosed herewith (Annexure- F).

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark except

i. Annual general meeting was conducted at Vill. : Billanwali, Baddi-173205 District: Solan (HP) before approval form INC 22 for change of registered office.

ii. FormMGT-14, Form66, Form20B, Form23AC-ACA XBRL and Form DIR-12 were filed after due date with additional fee.

Explanation:

i. The Regional Director [NWR], in its order dated 18.06.2014 had approved shifting of Register office of the Company in the state of Himachal Pradesh from the state of Gujarat. Thereafter Form INC 22 for change of registered was also submitted on time, but on raising of query by the ROC, Gujarat, the said Form INC 22 could not be re-submitted due to technical error and the ROC office, Gujarat was also approached to resolve the matter. As per the verbal advice from the ROC, Gujarat office, the Form INC 28 was filed again to resolve the matter, but after approval of Form !NC 28 second time, the Form INC 22 could not be uploaded for the reason showing invalid SRN of form INC 28. Thereafter form 22 was filed, but was not approved due to technical error by the ROC Office, Gujarat. However, with the expectation that certificate for change of registered office by ROC, Gujarat would be issued before the date of AGM, the annual general meeting was conducted at Village Billanwali, Baddi-173205 District: Solan (Himachal Pradesh).

ii. The issuance of certificate for change of registered office of the Company from Gujarat to Himachal Pradesh was pending with the ROC, Gujarat. However, the Regional Director [NWR], in its order dated 18.06.2014 had already approved shifting of Register office of the Company in the state of Himachal Pradesh from the state of Gujarat, and filing of above mentioned forms could create technical error due to the pendency of issue with ROC, Gujarat and therefore Company decided to file above mentioned forms after the issuance of Certificate for change of registered office of the Company, and therefore Form MGT-14, Form66, Form20B, Form23AC-ACA XBRL and Form DIR-12 were filed after the due date with additional fees.

28. Corporate Governance Report (Clause 49)

The paid up share capital of the Company is below Rs. 10 crore and Net worth is below Rs. 25 Crore as per the audited Balance Sheet as at 31s1 March 2014, and therefore, the amended clause 49 relating to Corporate Governance of the listing agreement with Bombay Stock Exchange is not applicable to Company as per the circular no. CIR/CFD/POLICY CELL/7/2014 dated 15"1 September, 2014 of the Securities and Exchange Board of India.

29. Risk management policy

The Management has put in place adequate and effective system and man power for the purposes of risk management. In the opinion of the Board, there are no risks which would threaten the existence of the Company.

30. Directors' Responsibility Statement Your Directors state that—

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

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

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities,

(d) the directors had prepared the annual accounts on a going concern basis; and

(e) the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively,

(f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

31. Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:

The Company has in place an anti-harassment policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaint Committee has been set up to redress complaints received regularly and are monitored by women line supervisors who directly report to the Chairman & Managing Director. All employees (permanent, contractual, temporary, trainees) are covered under the policy. There was no compliant received from any employee during the financial year 2014-15 and hence no complaint is outstanding as on 31.03.2015 for redressal.

32. Acknowledgements

The Board of Directors gratefully acknowledge the assistance and co-operation received from the State Bank of India and all other statutory and non-statutory agencies for their co-operation.

The Board of Directors also wish to place on record their gratitude and appreciation to the members for their trust and confidence shown in the Company.

The Board of Directors would like to especially thank all the employees of the Company for their dedication and loyalty.

By Order of the Board of Directors

Dated: 13.08.2015

Viil.: Billanwali, Baddi -173205 Rajiv Aggarwal

Distt: Solan (HP) Chairman & Managing Director

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Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the Forty Third annual Report of the Company together with the audited accounts for the year ended on March 31, 2014

FINANCIAL RESULTS: (Rupees in lacs)

Particular 2013-2014 2012-2013 Rs. Rs.

1 Operating profit 736.78 648.10

2 Add :Profit on sale of assets 0 1.74

3 Total Profit 736.76 649.84

4 Less : Depreciation 44.47 44.58

5 Total profit for the year after depreciation but before tax 692.29 605.26

6 Less : Provision for taxation 228.63 185.00

7 Less Provision for deferred tax assets / liabilities -0.92 12.36

8 Profit after tax 464.58 407.90

9 Balance of profit brought forward from previous year 1159.14 804.31

10 Profit available for appropriation 1623.72 1212.21

11 Less : Proposed dividend 10.50 10.50

12 Tax on proposed dividend 1.78 1.78

13 Transferred to general reserve 46.70 40.79

14 Net profit carried forward to balance sheet 1564.74 1159.14

OPERATIONS:

Total Turn over during the year is Rs.2862.97 Lac (Previous Year Rs. 2410.09 Lac) showing increase of 18.79 % over the previous year. We have made a Profit afler depreciation and interest of Rs.692.29 Lac (Previous Year Profit of Rs. 605.26 Lac). Exports during the year was Rs. 2795.22 laces as against Rs. 2325.22 Laces during Previous year showing a growth of 20.21%.

During current year the exchange rate of rupee against US Dollars & Euro has been stable compared to previous year. Also during the current year our export sales are 97.63 % of our total sales

As in the past, during the coming year more focus will be on exports with regular visits to customers and tapping new customers at trade fairs and exhibitions.

Director''s Responsibility Statement: Your Board States that

I) In the preparation of the annual account for the year ended on 31st March. 2014 the applicable, accounting standards had been followed and there had been no material departures from the said standard.

II) The directors had selected such accounting policies and applied it consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 31st March. 2014 and of the profits of the company for the year ended on that day

III) The directors had taken proper and sufficient care for the maintenance and adequate accounting statement 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.

IV) The directors had prepared annual accounts for the year ended 31st March 2014 on a going concern basis.

DIVIDEND:

The Board recommends 30% dividend (i.e. Rs. 0.60 per share of Rs. 2) for the year ended 31st March, 2014

DIRECTORS:

Mr. Naresh Kothari, Mr. Niranjan Unadkat. (Mrs.) T.N. Kothari, Mr.A.H. Patel and Mr. M.D. Patel resigned during the year due to handing over the management to others.

Mr. Vijay Aggarwal, Mr.Rajiv Aggarwal, Mr. Rajendra Prasad Sinha, Mr. Ravikant Tilakraj Dhawan, Mr. Ankit Jain and Mr. Jayvant Mehta were appointed as additional Directors during the year. Mr. Ramkisan Amirchand Devidayal was appointed as additional Director on 14th May, 2014

Mr. Vijay Aggarwal, Mr. Jayvant Mehta and Mr. Ramkisan Amirchand Devidayal resigned due to their personal reasons.

The Company has received notice under section 160 of the Companies Act,2013 for the appointment of Mr. Rajiv Aggarwal, Mr. Rajendra Prasad Sinha, Mr. Ravikant Tilakraj Dhawan and Mr. Ankit Jain as Directors of the Company. The Board recommend to appoint them.

PARTICULARS OF EMPLOYEES:

Information in accordance with the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended regarding employees is NIL

PUBLIC DEPOSITS:

The company has not accepted deposits U/S 58 A of the Companies Act, 1956 during the year.

AUDITORS'' REPORT:

The observation of the Auditors, if any, is explained by way of appropriate notes to the accounts.

AUDITORS:

Messrs Kanu Doshi Associates, the Auditors of your Company retire at the ensuing Annual General Meeting and are eligible for re-appointment.

SECRETARIAL COMPLIANCE CERTIFICATE:

Secretarial Compliance Certificate of M/s Dinesh Mehta & Co., Company Secretaries as required under the provision of section 383A(1) of the companies Act,1956 is annexed herewith.

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

A statement containing the necessary information in accordance with Section 217 (i)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is annexed hereto and marked annexure A to this report.

ACKNOWLEDGEMENT:

Your Directors convey their deep sense of gratitude to the employees for their co-operation.

Registered Office:

Village Billanwali, Baddi-173205 By Order of the Board Dis Solan (Himachal Pradesh)

Date :08.08.2014 Rajiv Aggarwal Chairman & Managing Director

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Mar 31, 2013

The Directors have pleasure in presenting the Forty-Second Annual Report of the Company together with the audited accounts for the Year ended on March 31, 2013

FINANCIAL RESULTS: 2012-2013 2011-2012 Rs. Rs.

Total Profit 64983792 57076469

Less :Loss/Profit on sale of assets 173818 201739

Operating Profit 64809974 56874730

Less: Depreciation 4457559 3581442

Operating Profit for the Year after depreciation but before tax 60352415 53293288

Total Profit before Taxation(2 3 6) 60526233 53495027

Less: Provision For Taxation 18500000 17500000

Less :Provision for Deferred

Tax Assets/Liabilities 1236084 86136

Profit After Tax 40790149 35908891

Balance Of Profit Brought Forward From Previous Year 80431306 68452242

Profit Available for Appropriation 40790149 35908891

Less: Proposed Dividend 1050000 17500000

Tax On Proposed dividend 178448 2838938

Transferred to General Reserve 4079015 3590890

Net Profit Carried Forward to Balance Sheet 115913992 80431306

OPERATIONS:

Total Turn over during the year is Rs.2410.09 Lac (Previous Year Rs. 2240.24 Lac) showing increase of 7.58 % over the previous year. We have made a Profit after depreciation and interest of Rs.605.26 Laces (Pre- vious Year Profit of Rs 534.95 Laces). Exports during the year was Rs. 2325.22 Laces as against Rs. 2137.70 Laces during Previous year showing a growth of 8.77%.

During current year the exchange rate of rupee against US Dollars & Euro has been stable compared to pervious year. Also during the current year our export sales are 96.67 % of our total sales.

The slowdown in Italy, Germany, USA, economics which are our major markets is likely to have bearing on our sales for next year. Our efforts will be to maintain sales level in these markets and also try to increase our sales by targeting other markets.

As in the past, during the coming year more focus will be on exports with regular visits to customers and taping new customers at trade fairs and exhibitions.

Director''s Responsibility Statement: Your Board States that

I) In the preparation of the annual account for the year ended on 31st March, 2013 the applicable, accounting standards had been followed and there had been no material departures from the said standard.

II) The directors had selected such accounting policies and applied it consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 31st March, 2013 and of the profits of the company for the year ended on that day.

HI) The directors had taken proper and sufficient care for the maintenance and adequate accounting statement 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.

iv) The directors had prepared annual accounts for the year ended 31st March 2013 on a going concern basis.

DIVIDEND:

The Board recommends 30 % dividend (i e Rs 3.00 pr share) for the year endued 31st March, 2013.

DIRECTORS:

MrAH.PATEL and Mr M D PATEL, Directors shall retire pursuant to article 132 of the Articles of Association of the Company and are eligible for re-appointment.

PARTICULARS OF EMPLOYEES:

Information in accordance with the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended regarding employees is NIL

PUBLIC DEPOSITS:

The company has not accepted deposits U/S 58 A of the Companies Act, 1956 during the year.

AUDITORS'' REPORT:

The observation of the Auditors, if any, is explained by way of appropriate notes to the accounts.

AUDITORS:

Messrs Kanu Doshi Associates, the Auditors of your Company retire at the ensuing Annual General Meeting and are eligible for re-appointment.

SECRATERIAL COMPLIANCE CERTIFICATE:

Secretarial Compliance Certificate of M/s Dinesh Mehta & Co., Company Secretaries as required under the provision of section 383A(1) of the companies Act,1956 is annexed herewith.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARN- INGS AND OUTGO:

A statement containing the necessary information in accordance with Section 217 (i)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is annexed hereto and marked annexure A to this report.

ACKNOWLEDGEMENT:

Your Directors convey their deep sense of gratitude to the employees for their co-operation.

for and on behalf of the Board

Place : VADODARA. Naresh Kothari

Date : 25-04-2013 Chairman & Managing Director

---

Mar 31, 2012

The Directors have pleasure in presenting the Forty-First Annual Report of the Company together with the audited accounts for the Year ended on March 31, 2012

FINANCIAL RESULTS : 2011-2012 2010-2011 Rs. Rs.

Total Profit 57076469 80513606

Less :Loss/Profit on sale of assets 201739 278341

Profit on sale of land 0 52155872

Operating Profit 56874730 28079393

Less: Depreciation 3581442 2885939

Operating Profit for the Year after depreciation but before tax 53293288 25193454

Total Profit before Taxation(2 3 6) 53495027 77627667

Less: Provision For Taxation 17500000 19000000

Less: Provision for Deferred

Tax Assets/Liabilities 86136 (385854)

Less: Short Provision of Tax 0 43674

Profit After Tax 35908891 58969847

Balance Of Profit Brought Forward From Previous Year 68452242 35718318

Profit Available for Appropriation 35908891 94688165

Less: Proposed Dividend 17500000 17500000

Tax On Proposed dividend 2838938 2838938

Transferred to General Reserve 3590890 5896985

Net Profit Carried Forward to Balance Sheet 80431306 68452242

OPERATIONS:

Total Turn over during the year is Rs. 2240.24 Lac (Previous Year Rs. 1763.13 Lac) showing increase of 27.06 % over the previous year. We have made a Profit after depreciation and interest of Rs. 532.93 Laces (Previous Year Profit of Rs 251.93 Laces). Exports during the year was Rs. 2137.70 Laces as against Rs. 1657.21 Laces during Previous year showing a growth of 28.99 %.

During the current year the exchange rate of Rupee was weak against US Dollar & Euros resulting in favourable realization on export sales which constituted 96 % of our total sales.

During the coming year focus on export will be primary with regular visits to customers for providing better service and also visiting various fairs and exhibitions for taping of new customer.

Europe being our single largest market, we expect a little slow down from our customers and hopefully would be able to cover any decline in European market by enhancing and finding new customers in other market specially more focused on North America and Far East Market.

Director's Responsibility Statement: Your Board States that

I) In the preparation of the annual account for the year ended on 31st March, 2012 the applicable, accounting standards had been followed and there had been no material departures from the said standard.

II) The directors had selected such accounting policies and applied it consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 31st March, 2012 and of the profits of the company for the year ended on that day.

III) The directors had taken proper and sufficient care for the maintenance and adequate accounting statement 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.

iv) The directors had prepared annual accounts for the year ended 31st March 2012 on a going concern basis.

DIVIDEND:

The Board recommends 500 % dividend (i e Rs 50.00 Per Share) for the year ended 31st March, 2012.

DIRECTORS:

Mr.D.C.Daftari and Mrs.Tejas Kothari, Directors shall retire pursuant to Article 132 of the Articles of Association of the Company and are eligible for re-appointment.

PARTICULARS OF EMPLOYEES:

Information in accordance with the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended regarding employees is NIL

PUBLIC DEPOSITS:

The company has not accepted deposits U/S 58 A of the Companies Act, 1956 during the year. AUDITORS' REPORT:

The observation of the Auditors if any is explained by way of appropriate notes to the accounts.

AUDITORS:

M/s Kanu Doshi Associates, the Auditors of your Company retire at the ensuing Annual General Meeting and are eligible for re-appointment.

SECRETARIAL COMPLIANCE CERTIFICATE:

Secretarial Compliance Certificate of M/s Dinesh Mehta & Co. Company Secretaries as required under the Provision of section 383A(1) of the companies Act,1956 is annexed herewith.

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

A statement containing the necessary information in accordance with Section 217 (i)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is annexed hereto and marked annexure A to this report.

ACKNOWLEDGEMENT:

Your Directors convey their deep sense of gratitude to the employees for their co-operation.

for and on behalf of the Board

Naresh Kothari

Chairman & Managing Director Place : Kalali, VADODARA.

Date : 14-05-2012

---

Mar 31, 2011

Dear Members,

The Directors have pleasure in presenting the Fortieth Annual Report of the Company together with the audited accounts for the Year ended on March 31, 2011

FINANCIAL RESULTS : 2010-2011 2009-2010 Rs. Rs.

Profit 80513606 23701144

Less :Loss/Profit on sale of assets 278341 (256562)

Profit on sale of land 52155872 0

Operating Profit 28079393 23957706

Less : Depreciation 2885939 2731865

Operating Profit for the Year after 25193454 21225841 depreciation but before tax

Total Profit before taxation (2 3 6) 77627667 20969279

Less : Provision For Taxation 19000000 7450000

Less :Provision for Deferred (385854) (141392)

Tax Assets / Liabilities

Less : Short Provision Of Tax 43674 262894

Profit After Tax 58969847 13397777

Balance Of Profit Brought Forward From Previous Year 35718318 24884711

Profit Available for Appropriation 94688165 38282488

Less : Proposed Dividend 17500000 1050000

Tax On Proposed dividend 2838938 174392

Transferred to General Reserve 5896985 1339778

Net Profit Carried Forward to Balance Sheet 68452242 35718318

OPERATIONS:

Total Turn over during the year is Rs.1763.13 Lacs (Previous Year Rs. 1443.47 Lacs) showing increase of 22.14 % over the previous year. We have made a Profit after depreciation and interest of Rs.251.93 Lacs (Previous Year Profit of Rs. 212.26 Lacs). Exports during the year was Rs. 1657.21 Lacs as against Rs. 1371.79 Lacs during Previous year showing a growth of 20.80%.

The Company has sold part of the surplus land during the year and earned profit of Rs.521.55 Lacs.

Focus on exports with regular visits to existing customers Providing better services to increase volumes as well as better realization and also tapping of new markets has resulted in Growth of export sales, Such efforts will continue with more vigorous follow up and frequent Customer visits .

Director's Responsibility Statement: Your Board States that

I) In the preparation of the annual account for the year ended on 31st March, 2011 the applicable, accounting standards had been followed and there had been no material departures from the said standard.

II) The directors had selected such accounting policies and applied it consistently and made judg- ments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 31st March, 2011 and of the profits of the company for the year ended on that day.

III) The directors had taken proper and sufficient care for the maintenance and adequate accounting statement 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.

iv) The directors had prepared annual accounts for the year ended 31st March 2011 On a going concern basis.

DIVIDEND:

The Board recommends 500 % dividend (i e Rs 50.00 Per Share) for the year ended 31st March, 2011.

DIRECTORS:

Mr. M D PATEL and Mr. A.H.PATEL shall retire pursuant to Article 132 of the Articles of Association of the Company and are eligible for re-appointment.

PARTICULARS OF EMPLOYEES:

Information in accordance with the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended regarding employees is NIL

PUBLIC DEPOSITS:

The company has not accepted deposits U/S 58 A of the Companies Act, 1956 during the year.

AUDITORS' REPORT:

The observation of the Auditors if any is explained by way of appropriate notes to the accounts.

AUDITORS:

Messrs Kanu Doshi Associates, the Auditors of your Company retire at the ensuing Annual General Meeting and are eligible for re-appointment.Meeting and are eligible for re-appointment.

SECRETARIAL COMPLIANCE CERTIFICATE:

Secretarial Compliance Certificate of M/s Dinesh Mehta & Co. Company Secretaries as required under the Proven of section 383A(1) of the companies Act,1956 is annexed herewith.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXPHANrp EARNINGS AND OUTGO: runtiON EXCHANGE

A statement containing the necessary information in accordance with Section 217 (i)(e) of the Complains Act,1956 read with the companies (Disclosures of particulars in the Report of Board of Director) Rules,1988 is annexed hereto and marked annexure A to this report. Direct)

ACKNOWLEDGEMENT:

Your Directors convey their deep sense of gratitude to the employees for their co-operation.

for and on behalf of the Board Naresh Kothari Chairman & Managing Director

Place : Kalali, VADODARA. Date : 26-05-2011

---

Mar 31, 2010

The Directors have pleasure in presenting the Thirty-Nineth Annual Report of the Company together with the audited accounts for the Year ended on March 31, 2010

FINANCIAL RESULTS: 2009-2010 2008-2009

Rs. Rs.

Profit 23444582 20568179

Less :Loss/Profit on sale of assets (256562) 25763

Operating Profit 23701144 20542416

Less: Depreciation 2731865 2717404

Profit for the Year 20969279 17825012

Less: Provision For Taxation 7450000 5533000 Less Provision for Deferred

Tax Assets / Liabilities (141392) 606845

Less : Short Provision Of Tax 262894 -- Fringe Benefit Tax -- 253078

Profit After Tax 13397777 11432089

Balance Of Profit Brought Forward From Previous Year 24884711 15824280

Profit Available for Appropriation 38282488 27256368

Less: Proposed Dividend 1050000 1050000

Tax On Proposed dividend 174392 178448

Transferred to General Reserve 1339778 1143209

Net Profit Carried Forward to Balance Sheet 35718318 24884711

OPERATIONS:

Total Turn over during the year is Rs. 1443.47 Lacs (Previous Year Rs. 1281.46 Lacs) showing increase of 12.65 % over the previous year. We have made a Profit after depreciation and interest of Rs.209.69 Lacs (Previous Year Profit of Rs 178.25 Lacs). Exports during the year was Rs.1371.79 Lacs as against Rs. 1225.83 Lacs during Previous year showing a growth of 11.91%.

Focus on export sales with regular visits to existing customers has lead to increase in volumes as well as better realization and also tapping of new markets has resulted in higher percentage of export sales which will be continued.

Directors Responsibility Statement: Your Board States that

I) In the preparation of the annual account for the year ended on 31st March, 2010 the applicable, accounting standards had been followed and there had been no material departures from the said standard.

II) The directors had selected such accounting policies and applied it consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 31st March, 2010 and of the profits of the company for the year ended on that day.

III) The directors had taken proper and sufficient care for the maintenance and adequate accounting statement 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.

iv) The directors had prepared annual accounts for the year ended 31st March 2010 On a going concern basis.

DIVIDEND:

The Board recommends 30% dividend (i e Rs 3.00 Bar Share) for the year ended 31st March, 2010.

DIRECTORS:

Mr D C Daftari and Mrs. Tejas Kothari shall retire pursuant to Article 132 of the Articles of Association of the Company and are eligible for re-appointment.

PARTICULARS OF EMPLOYEES:

Information in accordance with the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended regarding employees is NIL

PUBLIC DEPOSITS:

The company has not accepted deposits U/S 58 A of the Companies Act, 1956 during the year.

AUDITORS REPORT:

The observation of the Auditors if any is explained by way of appropriate notes to the accounts.

AUDITORS:

Messrs Kanu Doshi Associates, the Auditors of your Company retire at the ensuing Annual General Meeting and are eligible for re-appointment.

SECRETARIAL COMPLIANCE CERTIFICATE:

Secretarial Compliance Certificate of M/s Dinesh Mehta & Co. Company Secretaries as required under the Provision of section 383A(1) of the companies Act,1956 is annexed herewith.

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

A statement containing the necessary information in accordance with Section 217 (i)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is annexed hereto and marked annexure A to this report.

ACKNOWLEDGEMENT:

Your Directors convey their deep sense of gratitude to the employees for their co-operation.

for and on behalf of the Board Naresh Kothari

Chairman & Managing Director

Place : Kalali, VADODARA. Date : 1-05-2010

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Mar 31, 2000

The Directors have pleasure in presenting the Twenty Nineth Annual Report of the Company together with the audited accounts for the Year ended on March 31, 2000.

1999-2000 1998-99

FINANCIAL RESULTS : Rs. Rs.

Operating Profit 5961377 2339407

ADD : Profit on sale of assets 88253 (-) 32647

6049630 2306760

LESS :

Depreciation 1831654 1602655

Profit before Tax 4217976 704105

Less: Provision for Taxation 1200000 300000

Less: Prior Period adjustment 14148 NIL

Profit After Tax 3032124 404105

Balance of profit brought forward 3260651 2856546 from previous year

Profit available for Appropriation 6292775 3260651

APPROPRIATION

General Reserve 304000 NIL

Proposed Dividend 1050000 NIL

Tax on Dividend 115500 NIL

Net Profit Carried to 4823275 3260651 Balance Sheet

OPERATIONS :

Inspite of adverse market condition in Heavy Vehicle Industry the turnover during the year was Rs. 632.45 lakh (Previous Year Rs. 482.25 Lakhs) showing a growth of 31.15% over previous year and net profit after depreciation and interest during the year was Rs. 42.18 lakh against profit of Rs. 7.04 lakh during the previous year. However exports during the year was Rs. 106.00 lakh against export of Rs. 74.88 lakh during previous year showing rise of 41.56% over previous year. This could be achieved due to vigourous marketing and personal follow up with overseas buyers. For the next year greater emphasis

would be made for maintaining better growth levels on exports.

DIVIDEND: The Board recommends 30% dividend (inclusive of interim dividend) for the year ended on 31st March 2000. The Board has already declared interim divided @30% for the year ended 31st March, 2000 and the same will be paid after the record date 16th May, 2000.

DIRECTORS : Shri M. D. Patel and Shri A. H. Patel shall retire pursuant to Article 132 of the Articles of Association of the Company and are eligible for re-appointment.

Mr. A. J. Kothari, Director of the Company has tendered his resignation from the office of the Directors for personal reason. The Board appreciates the service rendered by him during his tenure as Director of the Company.

PARTICULARS OF EMPLOYEES: Information in accordance with the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended regarding employees is NIL

PUBLIC DEPOSITS : The company has not accepted any deposit U/s 58 A of the Companies Act 1956 during the year.

AUDITORS REPORT : The observation of the Auditors, if any, are explained by way of appropriate notes to the accounts.

AUDITORS : Messrs Kanu Doshi Associates, the Auditors of your Company retire at the ensuing Annual General Meeting and are eligible for re-appointment.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FORlElGN EXCHANGE EARNINGS AND OUTGO : A statement containing the necessary informations in accordance with Section 217 (i) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is annexed hereto and marked annexure A to this report

ACKNOWLEDGEMENT : Your Directors convey their deep sense of gratitude to the employees and Companys Bankers - IDBI Bank Limited, for their excellent co-operation and assistance.

for and on behalf of the Board

Naresh Kothari Managing Director

M. D. Patel Directors

Place : Kalali, BARODA Date : 25/04/2000