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Directors Report of Hawkins Cookers Ltd.

Mar 31, 2017

We have the honour to present our Fifty-Seventh Annual Report and Audited Statement of Accounts for the year ended March 31, 2017.

2016-17 Operations: Main Results

We are pleased to report excellent results.

Once again, sales are the highest ever. Revenue from operations including excise duty in 2016-17 was Rs. 606.16 crores (up 6.1% over the previous year) and, net of excise duty, it was Rs. 578.61 crores (up 6.3% over the previous year).

This year, profits are also the highest ever. Profit before tax was Rs. 68.20 crores (13.2% higher than the previous year). Net profit after tax was Rs. 45.61 crores (13.1% higher than the previous year).

The net return after tax on shareholders'' funds/net worth (after reducing the amount of the proposed dividend and the tax thereon - to make the net worth comparable to the previous year) was 74% (previous year: 67%).

Management Discussion and Analysis

We operate in the Kitchenware segment consisting of Pressure Cookers and Cookware. The industry structure is quite competitive with both small scale and organized sector units.

In 2016-17, we did not take a price increase. This, along with our now extremely effective advertising, has led to a growth in demand for our pressure cookers and cookware. Our improved distribution has also helped sales. Our efforts at more efficient procurement and production have produced a good impact on our profits.

We have undertaken projects to renovate and increase the production capacity of our plants. The required investment is generated from internal resources. The new products launched during the year have done well.

The number of permanent employees as on April 1, 2016, was 789 and as on March 31, 2017, was 728. The morale of our employees at all locations is high. A three-year settlement with our workers in Hoshiarpur has been signed. Industrial relations at all our locations were and are normal. We appreciate very much the contribution of our employees to the successful working of your Company,

Profit before tax as a percentage of net sales in 2016-17 was 11.8% as against 11.1% in the previous year. Net profit after tax as a percentage of net sales in 2016-17 was 7.9% as against 7.4% in the previous year.

Cash flow during the year was comfortable. Cash and cash equivalents as on March 31, 2017, were Rs. 64.29 crores (previous year: Rs. 48.92 crores). We have plans to utilize these funds appropriately.

Control Systems

In our judgment, the Company has adequate financial and administrative systems and controls and an effective internal audit function.

Risks and Concerns

All foreseeable risks that the Company may encounter and concerns have been addressed in a documented Risk Management Framework which is reviewed by the Board from time to time.

Threats and Opportunities

Management continues to diligently watch cost increase trends and seeks effective cost controls and necessary adjustment in prices as needed from time to time. We are prepared for the impact of the Goods and Services Tax and believe we are well equipped to deal with it.

The current and long-term vitality of the demand for our brands augur well for the future of your Company.

Outlook

We believe the outlook for our business is excellent. In this year, we have further strengthened the good reputation we have amongst our consumers, customers and associates and vendors. We expect to continue to increase our sales and profits,

All forward-looking statements in our report are based on our assessments and judgments exercised in good faith at this time. Of course, actual developments and/or results may differ from our present anticipation.

2016-17 Operations: Other Aspects

The value of exports at Rs. 32.83 crores in 2016-17 was up 18.4% over the previous year. Foreign Exchange used in 2016-17 was Rs. 6.39 crores (Rs. 1.33 crores in the previous year).

As our Research & Development Unit is recognized by the Department of Scientific and Industrial Research, our expenditure on R&D in 2016-17 is eligible for the benefit of deductibility of expenses at the rate of 200% for the purpose of the computation of income tax subject to the necessary approvals by the Department of Scientific and Industrial Research and the Income Tax Department. The expenditure on Research & Development in 2016-17 was Rs. 4.06 crores, up 20% over previous year. Required details are given in Appendix I. Efforts continue in our factories and offices to save energy wherever possible.

The details of Fixed Deposits under Sections 73 and 76 of the Companies Act, 2013, are as follows:

(a) Amount accepted during the year: Rs. 1.33 crores.

(b) Amount remained unpaid or unclaimed as at end of the year: Nil.

(c) Default in repayment of deposits or payment of interest thereon: Nil.

Dividend and Appropriations

We are pleased to recommend Rupees Seventy as dividend per Equity Share of Rs.10 (previous year: Rupees Sixty per Share). Our recommendation takes into account the profitability, circumstances and requirements of the business.

Out of the amount available for appropriation of Rs. 58.38 crores (previous year: Rs. 51.95 crores), we propose:

-Rs. 1.00 crore transfer to General Reserve (previous year: Rs. 1.00 crore) and

-Rs. 57.38 crores as surplus carried to the Balance Sheet (previous year: Rs. 12.77 crores). The much larger said amount this year is because the entire proposed dividend and the tax thereon which is Rs. 44.55 crores is carried as surplus to the balance sheet as is required by the Accounting Standard 4 in the year under report.

Directors'' Responsibility Statement

The Board confirms that:

1. The Directors have taken proper and sufficient care 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.

2. In the preparation of the Annual Accounts, the applicable accounting standards have been followed and proper explanation given relating to material departures. The Directors have prepared the Annual Accounts on a going-concern basis.

3. 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.

4. Based on the framework of the internal financial controls and compliance systems established and maintained by the Company, the work performed by the Internal, Statutory and Secretarial Auditors, including audit of the internal financial controls over financial reporting by the Statutory Auditors, and the reviews performed by Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company''s internal financial controls were adequate and effective during the financial year 2016-17.

5. The Directors have devised proper systems that are adequate and operating effectively to ensure compliance with the provisions of all applicable laws.

Code of Conduct

The Board has formulated a Corporate Governance Code of Conduct for all Directors of the Board and Senior Managers of the Company. This Code is available on the website of the Company. All Directors and Senior Management Personnel have affirmed compliance with the Code. A declaration to this effect signed by the Vice-Chairman and Chief Executive Officer of the Company appears elsewhere in this Annual Report.

Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

As required under the abovementioned Act, we report that in the year 2016-17 no case of sexual harassment of women was filed under the said Act.

Corporate Governance

A separate section on Corporate Governance forms part of our Report. A certificate has been received from the Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Both appear elsewhere in the Annual Report.

Directors

Mr. Ravi Kant was appointed as an Additional Director of the Company with effect from June 1, 2016. At the Annual General Meeting (AGM) of the Company held on August 4, 2016, the shareholders appointed him as an Independent Director for a period of five years.

Mrs. Susan M. Vasudeva retires by rotation as a Director at the 57th AGM of the Company and, being eligible, offers herself for re-appointment for which the Board has resolved to recommend to the shareholders a suitable resolution.

All the six Independent Directors, namely, Mr. J. M. Mukhi, Mr. Shishir K. Diwanji, Mr. Gerson da Cunha, General V, N. Sharma (Retd.), Mr. E. A. Kshirsagar and Mr. Ravi Kant have given written declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013.

The Chief Executive Officer made presentations to the Independent Directors to update them on the Company''s operations, products and marketing policies, and the main challenges faced by the Company in 2016-17 and how the Company has managed them. The required details of the Familiarization Program presentations made to the Independent Directors are available at www.hawkinscookers.com/idfp.

Auditors

As per Section 139 of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, the term of M/s. Deloitte Haskins & Sells LLP (Firm Registration No. 1 17366W/W-100018), Chartered Accountants, as the Statutory Auditors of the Company expires at the conclusion of the 57th Annual General Meeting of the Company. The Board of Directors of the Company at its meeting held on May 25, 2017, on the recommendation of the Audit Committee, has decided to recommend to the shareholders the appointment of M/s. Kalyaniwalla & Mistry LLP (Firm Registration No.104607W/W100166), Chartered Accountants, as the Statutory Auditors of the Company for an initial term of five years from the conclusion of the 57th Annual General Meeting till the conclusion of the 62nd Annual General Meeting of the Company. The Board places on record its appreciation for the services rendered admirably by M/s. Deloitte Haskins & Sells LLP as the Statutory Auditors of the Company.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013, the Company had appointed M/s. Jayshree Dagli & Associates, Company Secretaries in Practice, to undertake the secretarial audit of the Company for the year 2016-17. The Secretarial Audit Report is annexed as Appendix II.

Extract of Annual Return in Form MGT-9 (Section 92(3) of the Companies Act, 2013)

Given in Appendix III are the details required as per the following seven sections:

I. Registration and Other Details

II. Principal Business Activities of the Company

III. Particulars of Holding, Subsidiary and Associate

Companies

IV. Shareholding Pattern

V. Indebtedness

VI. Remuneration of Directors and Key Managerial

Personnel

VII. Penalties/Punishment/Compounding of Offences

Contracts or Arrangements with Related Parties

All related party transactions during the year were on an arm''s length basis and were not material as per the Related Party Transactions Policy of the Company,

Corporate Social Responsibility

The Company has selected an appropriate project called Improving the Health of Women and Children by Cutting Indoor Air Pollution with Pressure Cooking. A pilot project was conducted in a few villages in Jalna and Ahmednagar districts of Maharashtra in 2016-17. The village women were explained how they can reduce the exposure to Indoor Air Pollution by the use of Pressure Cookers with live demonstrations and pressure cookers were offered to the villagers at a 50% discount on the MRP

After evaluating the results of the pilot project, we concluded that it was a success and decided to pursue the project on a suitably enlarged scale. However, because of the time taken to conduct the pilot, we could not spend the Rs.1.10 crores on activities under Corporate Social Responsibility in the year ended March 31, 2017, as required by Section 135 of the Companies Act, 2013.

We plan to scale up this project in 2017-18 by recruiting, training and deploying demonstrators in one or more States of India. The required Annual Report on CSR is given as Appendix IV.

Directors’ Performance Evaluation

The performance evaluation of each Director of the Board was carried out by the Nomination and Remuneration Committee at its Meeting held on May 25, 2017, as per the criteria set by it earlier. The said criteria are included in the Corporate Governance Report enclosed herewith. The performance evaluation of the non-Independent Directors, the Board as a whole and the Chairman of the Board was carried out by the Independent Directors at their separate meeting held on May 25, 2017. The Board of Directors at its meeting held on May 25, 2017, reviewed the reports of evaluation received from the Nomination and Remuneration Committee and the Independent Directors and also the functioning of the Committees of the Board and carried out the evaluation of the Board as a whole, the Committees of the Board and each Director and found the performance of the Board, the Committees and all the individual Directors to be satisfactory.

Remuneration Policy

On the recommendation of the Nomination and Remuneration Committee, the Board has framed a remuneration policy for all employees of the Company including senior management and the Directors. The remuneration policy of the Company is designed to attract, motivate and retain suitable manpower in a competitive market. The remuneration package for each person is designed keeping a balance between fixed remuneration and profit and performance-linked incentives in order to achieve corporate performance targets. The policy is aligned with the Company''s mission, which states: "Our single-minded determination to please customers drives the kind of people we employ and promote, the investments we make and the results we produce." The Board affirms that the remuneration is as per the Remuneration Policy of the Company. Information as per Section 197 of the Companies Act, 2013, is given in Appendix V.

Vigil Mechanism

The Company has established a Vigil Mechanism/ Whistle Blower Policy for Directors and employees to report genuine concerns or grievances including unethical behaviour, fraud or violation of the Company''s Corporate Governance Code of Conduct. The authority for the implementation of the policy rests with the Executive Director-Finance & Administration under the overall supervision of the Audit Committee of the Board.

ON BEHALF OF THE BOARD OF DIRECTORS

Mumbai BRAHM VASUDEVA

June 28, 2017 CHAIRMAN


Mar 31, 2014

Dear Members,

We have the honour to present our fifty-fourth Annual Report and Audited Statement of Accounts for the year ended March 31, 2014, 2013-14 Operations: Main Results

Once again, sales are the highest ever. Revenue from operations including excise duty in 2013-14 was Rs.4,805.5 million (up 7.5% over previous year) and, net of excise duly, it was Rs.4,570.8 million (up 7.6% over the previous year),

Profit before tax was Rs.570.6 million (14.0% more than the previous year). Net profit after tax was Rs.382.8 million (12.3% more than the previous year), The net return on shareholders funds (net worth) was 69%.

Management Discussion and Analysis

With the end of the shortage of the supply of our products in the year 2012-13, 2013-14 was a year in which the main challenge was increasing demand. Your Company has met this challenge mainly by the introduction of new products, In Pressure Cookers, it has launched Hawkins Hevibase which is a range of Induction Compatible Pressure Cookers in aluminium, In Cookware, it has introduced a range of Induction Compatible Cookware, both hard anodized and non-stick. These products have been very well received in the market by dealers and consumers alike,

We continue our efforts in developing and launching new products. To this end, we have significantly increased our human resources in Research and Development,

The number of employees as on March 31, 2014, is 811. In May and June 2014, we have successfully completed Ihe negotiation of three-year wage agreements with our Workers and Staff in Hoshiarpur. The morale of our employees at all locations is high. We appreciate very much the contribution of our employees to the successful working of your Company,

Profit before tax as a percentage of net sales in 2013-14 was 12.5% as against 11.8% in the previous year, Profit after tax as a percentage of net sales in 2013-14 was 8.4% as against 8.0% in the previous year. Consequent to the increase in input costs, we have taken a price increase of about 6% in Pressure Cookers and 4.5% in Cookware on April 1,2014,

Cash flow during the year was comfortable. Cash and cash equivalents as on March 31, 2014, were ^503.9 million (previous year: Rs.499.7 million). We have plans to utilise these funds appropriately,

Control Systems

In our judgment, the Company has adequate financial and administrative systems and controls and an effective internal audit function,

Risks and Concerns

All foreseeable risks that the Company may encounter and concerns have been addressed in a documented Risk-Management framework which is reviewed by the Board from time to time,

Threats and Opportunities

The general inflationary trend in the Indian economy is a cause for concern. Management continues to diligently watch cost trends and seeks effective cost controls and necessary adjustment in prices as needed from time to time,

The current and long-term vitality in the demand for our brands - Hawkins, Contura, Hevibase, Futura and Miss Mary - augur well for the future of your Company,

Outlook

We believe the outlook for our business is excellent, The supply shortage has been overcome and we are now considerably better poised to take advantage of the opportunities in the marketplace to increase our sales and profits handsomely,

At our meeting held on July 31, 2014, we considered and declared the results for the quarter ended June 30,2014, In the said quarter, compared with the corresponding quarter in the previous year, sales were 29.1 % up and profit after tax was 44.6% up. The high magnitude of first quarter increases in the current financial year is partially because of the low base effect of the corresponding quarter in the previous year and are unlikely to be sustained through the coming quarters of the current year. Nevertheless, we believe that the good start in the first quarter of the current year augurs well for the results that we expect in the year 2014-15,

All forward-looking statements in our report are based on our assessments and judgments exercised in good faith at this time. Of course, actual developments and/or results may differ from our anticipation,

2013-14 Operations: Other Aspects

The value of exports at Rs.268.2 million in 2013-14 was 10.2% up over the previous year. Foreign Exchange used in 2013-14 was Rs.12.7 million (Rs.41.7 million in the previous year),

Information as per Section 217(2A) of the Companies Act, 1956, is given in Appendix I,

As our Research & Development unit is recognised by the Department of Scientific and Industrial Research, our expenditure on R&D in 2013-14 shall be eligible for the benefit of deductibility of expenses at the rate of 200% for the purpose of the computation of income tax, subject to the necessary approvals by the Department of Scientific and Industrial

Research and the Income Tax Department. The expenditure on Research & Development in 2013-14 was Rs.19.7 million, up 81.8% over previous year. Required details are given in Appendix II. Efforts continue in our factories and offices to save energy wherever possible,

None of the fixed deposits maturing for payment prior to March 31, 2014, remained unclaimed as on that date,

Dividend and Appropriations

We are pleased to recommend Rupees Sixty per Share as dividend at the rate of 600% (previous year: Rupees Fifty per share). Our recommendation takes into account the profitability, circumstances and requirements of the business,

Out of the amount available for appropriation of Rs.552.5 million (previous year: Rs.529.0 million), we propose:

- Rs.317.3 million as provision for dividend (previous year: Rs.264.4 million)

- tax on proposed dividend Rs.53.9 million (previous year: Rs.44.9 million)

- Rs.50.0 million transfer to General Reserve (previous year: Rs.50.0 million) and

- Rs.131.3 million as surplus carried to the Balance Sheet (previous year: Rs.169.7 million),

Directors'' Responsibility Statement

The Board confirms that:

1. The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the applicable provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities,

2. In the preparation of the Annual Accounts, the applicable accounting standards have been followed and proper explanation given relating to material departures, The directors have prepared the Annual Accounts on a going-concern basis,

3. 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,

Code of Conduct

The Board has formulated The Corporate Governance Code of Conduct for all Directors of the Board and Senior Managers of 1he Company. This Code has been posted on the website of the Company. All Directors and Senior Management Personnel have affirmed compliance with the Code. A declaration to this effect signed by the vIce-Chairman and Chief Executive Officer of the Company appears elsewhere in this Annual Report,

Corporate Governance

A separate section on Corporate Governance forms part of our Report. A certificate has been received from the Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange. Both appear elsewhere in the Annual Report,

Directors

Mr. K. K. Kaul, Executive Director-Operations, retired at the end of his contract on May 31, 2013. The Directors have recorded their appreciation for the many contributions made by Mr. Kaul during his 28 years in your Company,

Mr. M. A. Teckchandani, Executive Director-Finance & Administration, retired at the end of his contract on November 11, 2013. The Directors wish to place on record their appreciation for the many contributions made by Mr. Teckchandani during his 29 years in your Company,

Mr. Sudeep Yadav was appointed as Executive Director-Finance & Administration (Designate) with effect from July 22,2013, and has taken over from Mr. M. A. Teckchandani as Executive Director-Finance & Administration with effect from November 12, 2013,

At the Board Meeting held on May 27, 2014, Mr. E. A. Kshirsagar has been appointed as an Additional Director of the Company with effect from June 1, 2014, to hold office up to the 54th Annual General Meeting. A resolution is proposed for his appointment as an Independent Director,

Following the changes made by the Companies Act, 2013, at the Board Meeting held on July 31, 2014, the Board resolved:

- To recommend to shareholders resolutions to appoint the following existing Directors, Messrs. Gerson da Cunha, S. K. Diwanji, J. M. Mukhi and General V. N. Sharma (Retd.) as Independent Directors from the date of the 54th Annual General Meeting for a period of five years each,

- To appoint Mrs. Susan Vasudeva as an Additional Director with effect from August 1, 2014, and to recommend to shareholders a resolution to appoint her as a woman Director from the date of the 54th Annual General Meeting,

Auditors

Messrs. Deloitte Haskins & Sells LLP retire and, being eligible, offer themselves for reappointment,

ON BEHALF OF THE BOARD OF DIRECTORS

Mumbai BRAHM VASUDEVA August 11, 2014 CHAIRMAN


Mar 31, 2012

The have the honour to present our fifty-second Annual Report and Audited Statement of Accounts for the year ended March 31, 2012.

2011-12 Operations: Main Results

Sales are the highest ever. Revenue from operations including excise duty in 2011-12 was Rs.3,837.2 million (up 10.9% over previous year) and, net of excise duty, it was Rs.3,675.4 million (up 10.1% over the previous year).

Profit before tax was Rs.445.6 million (6.3% less than the previous year). Net profit after tax was Rs.300.8 million (5.3% less than the previous year).

The net return on shareholders funds (net worth) was 62%.

Directors' Responsibility Statement

The Board confirms that:

1. 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.

2. In the preparation of the Annual Accounts, the applicable accounting standards have been followed and proper explanation given relating to material departures. The directors have prepared the Annual Accounts on a going-concern basis.

3. 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.

Code of Conduct

The Board has formulated a Code of Conduct for all Directors of the Board and Senior Managers of the Company. This Code has been posted on the website of the Company. All Directors and Senior Management Personnel have affirmed compliance with the Code. A declaration to this effect signed by the Vice-Chairman and Chief Executive Officer of the Company appears elsewhere in this Annual Report.

Corporate governance

A separate section on Corporate Governance forms part of our Report. A Certificate has been received from the Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange. Both appear elsewhere in the Annual Report.

Directors

Mr. Gerson da Cunha, Director, retires by rotation and, being eligible, offers himself for reappointment for which a suitable resolution is proposed for your approval. Mr. B. K. Khare, Director, retires by rotation and, being eligible, offers himself for reappointment for which a suitable resolution is proposed for your approval.

Auditors

Messrs. Deloitte Haskins & Sells retire and, being eligible, offer themselves for reappointment.

ON BEHALF OF THE BOARD OF DIRECTORS

Mumbai BRAHM VASUDEVA

July 2, 2012 CHAIRMAN


Mar 31, 2011

We have the honour to present our fifty-first Annual Report and Audited Statement of Accounts for the year ended March 31, 2011.

2010-11 OPERATIONS: MAIN RESULTS

We are happy to report that sales are the highest ever: sales (including excise duty) in 2010-11 were Rs.3436 million; sales net of excise duty were Rs.3315 million, up 16% over the previous year. Profit before tax was Rs.475.5 million, 15% less than the previous year. Net profit after tax for the year was Rs.317.7 million, 14% less than the previous year. It should be remembered that in the previous year, 2009-10, profit before tax was up 90% and profit after tax was up 93% over its previous year, 2008-09. In the year under report, 2010-11, notwithstanding the lesser profits before and after tax than in 2009-10, the Return on Capital Employed was 53% and the Return on Net Worth was 75%.

Information as per Section 217(2A) of the Companies Act, 1956, is given in Appendix I.

We have obtained Recognition from the Department of Science and Industrial Research for our in-house Research & Development unit. The expenditure on Research & Development was Rs.9.5 million, (previous year: Rs.10.2 million) – down by 7%. Required details are given in Appendix II. Efforts continue in our factories and offices to save energy wherever possible.

None of the fixed deposits maturing for payment prior to March 31, 2011, remained unclaimed as on that date.

DIVIDEND AND APPROPRIATIONS

We are pleased to recommend Rupees Forty per Share as dividend at the rate of 400% (previous year: Rupees Forty per share). Our recommendation takes into account the profitability, circumstances and requirements of the business.

Out of the amount available for appropriation of Rs.478.9 million (previous year: Rs.457.8 million), we propose

- Rs.211.5 million as provision for dividend (previous year: Rs.211.5 million)

- tax on proposed dividend Rs.34.3 million (previous year: Rs.35.1 million)

- Rs.50.0 million transfer to General Reserve (previous year: Rs.50.0 million) and

- Rs.183.0 million as surplus carried to the Balance Sheet (previous year: Rs.161.2 million).

DIRECTORS RESPONSIBILITy STATEMENT

The Board confirms that:

1. 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.

2. In the preparation of the Annual Accounts, the applicable accounting standards have been followed and proper explanation given relating to material departures. The directors have prepared the Annual Accounts on a going- concern basis.

3. 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.

Code of Conduct

The Board has formulated a Code of Conduct for all Directors of the Board and Senior Managers of the Company. This Code has been posted on the website of the Company. All Directors and Senior Management Personnel have affirmed compliance with the Code. A declaration to this effect signed by the Vice-Chairman and Chief Executive Officer of the Company appears elsewhere in this Annual Report.

Corporate governance

A separate section on Corporate Governance forms part of our Report. A Certificate has been received from the Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange. Both appear elsewhere in the Annual Report.

DIRECTORS

Mr. J. M. Mukhi, Director retires by rotation and, being eligible, offers himself for reappointment for which a suitable resolution is proposed for your approval. General V.N. Sharma (Retired) retires by rotation and, being eligible, offers himself for reappointment for which a suitable resolution is proposed for your approval.

AUDITORS

Messrs. Deloitte Haskins & Sells retire and, being eligible, offer themselves for reappointment.

ON BEHALF OF THE BOARD OF DIRECTORS

Mumbai BRAHM VASUDEVA

June 21, 2011 CHAIRMAN


Mar 31, 2010

We have the honour to present our fiftieth Annual Report and Audited Statement of Accounts for the year ended March 31, 2010. As mentioned in our report last year, 2008-09 was in fact our Golden Jubilee Year, In 2009-10, we celebrated our Golden Jubilee appropriately by holding functions at our plants and in Mumbai to which our associates, vendors, employees and their families were invited. We feel that these functions have significantly enhanced the understanding and enthusiasm of our associates, vendors and employees about your Company and its character.

2009-10 OPERATIONS: MAIN RESULTS

We are happy to report that both sales and profits are the highest ever in the history of your Company. Sales (including excise duty) in 2009-10 were Rs.2954 million; sales net of excise duty were Rs.2856 million, up 18% over the previous year. Profit before tax was Rs.558.8 million, up 90% over the previous year, Net profit after tax for the year was Rs.368.4 million, up 93% over the previous year.

MANAGEMENT DISCUSSION AND ANALYSIS

Profit before tax as a percentage of sales in 2009-10 was 18.9% as against 11.5% in the previous year. Profit after tax as a percentage of sales in 2009-10 was 12.5% as against 7.5% in the previous year, The improvement in margins is the result of higher sales and moderation in material costs.

Two new pressure cooker models were introduced in 2009-10 and were very well received in the market - sales of these models in the aggregate were 89 thousand units in the launch year. Four new cookware items were similarly launched for a total sale of 27 thousand units,

Pressure Cooker sales volume increased by 19% and sales value by 1 7% over the previous year, The number of directly transacting dealers has gone up to 4,815, an increase of 29% on the previous year. Despite our pressure cooker production increasing from 22.9 lakh units to 28.0 lakh units, we were not able to supply fully the demand for our pressure cookers. Similarly, in cookware our demand has been substantially more than our ability to supply. Management is working to implement plans to further increase supply of all our products significantly in 2010-11.

Although material costs in 2009-10 as a whole were significantly lower than the previous year, the trend of costs during the year was upwards. At present, the materials cost situation is uncertain and difficult to forecast.

Cash flow during the year, taking into account operating, investing and financing activities, was very

comfortable, The increase in cash and bank deposits at the end of the year is Rs.250 million over the opening balance of Rs.144 million. The cash and bank deposits as on March 31, 2010, is Rs.394 million. We have plans to utilise these funds appropriately.

The number of employees as on March 31, 2010, is 900. Morale of employees is high. Industrial relations are normal. We have long-term settlements with our workers and staff in place in all our plants and offices. We appreciate very much the contribution of all our employees.

Control Systems

In our judgment, the company has adequate financial and administrative systems and controls and an effective internal audit function.

Risks and Concerns

All foreseeable risks that the Company may encounter and concerns have been addressed in a documented risk management framework which is reviewed by the Board from time to time.

Threats and Opportunities

The general inflationary trend in the indian economy is a cause for concern. While the cost of raw materials had moderated, they may once again move up irrationally and pose a threat. The Company continues to diligently watch these trends and seeks effective cost controls and necessary adjustment in prices as needed from time to time.

The continuing vitality of our brands - Hawkins, Futura and Miss Mary - and the general, buoyant growth rate of the Indian economy augur well for your Company.

Outlook

In our judgement, the outlook for our business is excellent. We are well-positioned to take advantage of the growth of demand in our markets competitively and to continue to increase our sales and profits handsomely.

All forward-looking statements in our report are based on our assessments and judgments exercised in good faith at this time. Of course, actual developments and/or results may differ from our anticipation.

2009-10 OPERATIONS: OTHER ASPECTS

FOB value of exports was Rs. 114.8 million, down 10% over the previous year mainly owing to delayed shipments because of product scarcity. Foreign Exchange used in

the year under report was Rs.6.9 million (previous year: Rs.l 0.4 million).

Information as per Section 217(2A) of the Companies Act, 1956, is given in Appendix I. The expenditure on Research and Development was Rs.l0.2 million, (previous year: Rs.l l.T million) - down by 8%. Required details are given in Appendix II. Efforts continue in our factories and offices to save energy wherever possible. None of the fixed deposits maturing for payment prior to March 31, 2010, remained unclaimed as on that date.

DIVIDEND AND APPROPRIATIONS

We are pleased to recommend Rupees Forty per Share as dividend at the rate of 400% (previous year: Rupees Twenty per share). Our recommendation takes into account the profitability, circumstances and requirements of the business.

Out of the amount available for appropriation of Rs.457.8 million (previous year: Rs.258.2 million), we propose

- Rs.211.5 million as provision for dividend (previous year: Rs.l05.8 million)

- tax on proposed dividend Rs.35.1 million (previous year: Rs.l8.0 million)

- Rs.50.0 million transfer to General Reserve (previous year: Rs.45.0 million) and

- Rs.l61.2 million as surplus carried to the Balance Sheet (previous year: Rs.89.5 million).

DIRECTORS RESPONSIBILITY STATEMENT

The Board confirms that:

1. 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.

2. In the preparation of the Annual Accounts, the applicable accounting standards have been followed and proper explanation given relating to material departures. The directors have prepared the Annual Accounts on a going concern basis.

3. 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.

Code of Conduct

The Board has formulated a Code of Conduct for all Directors of the Board and Senior Managers of the

Company. This Code has been posted on the website of the Company. All Directors and Senior Management Personnel have affirmed compliance with the Code. A declaration to this effect signed by the Vice-Chairman and Chief Executive Officer of the Company appears elsewhere in this Annual Report.

Corporate Governance

A separate section on Corporate Governance forms part of our Report. A Certificate has been received from the Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange. Both appear elsewhere in the Annual Report.

DIRECTORS

The Company has received notices under section 257 of the Companies Act, 1956 for reappointment of Mr. Brahm Vasudeva as a non-executive Director with effect from April 26, 2011, for which a suitable resolution is proposed for your approval. Subject to his being elected as non-executive Director, the Board has resolved at its meeting held on May 29, 2010 to reappoint Mr. Vasudeva as the non-executive Chairman of the Board of the Company for a further period of five years with effect from April 26, 2011, At its meeting held on May 29, 2010, the Board has also reappointed Mr. Vasudeva as an Advisor to your Company for a further period of five years subject to your approval for which a suitable resolution is also proposed.

The Board at its meeting held on May 29, 2010, has reappointed Mr. Subhadip Dutta Choudhury as Vice Chairman & Chief Executive Officer for a further period of three years with effect from August 1, 2010, on revised terms subject to your approval for which a suitable resolution is proposed.

At its meeting held on May 29, 2010, the Board decided to change, the responsibilities and designation of Mr. M, A. Teckchandani from Executive Director - Operations to Executive Director - Finance & Administration with effect from June 1, 2010, with all other terms of his appointment remaining unchanged. Mr. Teckchandani retires by rotation and, being eligible, offers himself for reappointment for which a suitable resolution is proposed for your approval. The Board also reappointed Mr. M. A, Teckchandani as Executive Director - Finance & Administration for a further period of three years with effect from November 12, 2010, on revised terms subject to your approval for which a suitable resolution is also proposed.

The Board at its meeting held on May 29, 2010, appointed Mr. K. K. Kaul as a Wholetime Director of the Company designated as Executive Director - Operations

for a term of three years with effect from June 1, 2010, subject to your approval for which a suitable resolution is proposed. Mr. Kaul has served in your Company as an executive for the last 25 years at growing levels of seniority and was Executive Vice President - Technical prior to being appointed as Executive Director - Operations.

Mr. Shishir K. Diwanji, Director retires by rotation and, being eligible, offers himself for reappointment for which a suitable resolution is proposed for your approval.

AUDITORS

Messrs, Deloitte Haskins & Sells retire and, being eligible, offer themselves for reappointment.

ON BEHALF OF THE BOARD OF DIRECTORS Mumbai BRAHM VASUDEVA June 21, 2010 CHAIRMAN

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