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Directors Report of Hind Aluminium Industries Ltd.

Mar 31, 2016

Dear Shareholders,

The Directors have pleasure in presenting the 29th Annual Report together with Audited Balance Sheet and Profit & Loss Account for the year ended 31st March, 2016. The highlights of the financial results are as under:

FINANCIAL RESULTS:

2015-2016

2014-2015

(Rs. in Crores)

(Rs. in Crores)

Total Revenue

722.05

444.36

Profit before Tax

13.51

10.01

Less: Tax Expenses

4.50

2.73

Net Profit

9.01

7.28

Add: Balance brought

forward from previous year

49.73

44.14

Less: Adjustment related to

fixed assets

-

(0.30)

Balance available for

Appropriations

58.74

51.12

Appropriations:

Proposed Dividend

1.01

0.95

Corporate tax on dividend

0.20

0.19

Transfer to General Reserve

0.25

0.25

Balance transferred to

Balance Sheet

57.28

49.73

Total

58.74

51.12

DIVIDEND

Your Directors are pleased to recommend a Dividend of Rs.1.60 i.e.16 % (Previous Year Rs.1.50 per equity share i.e. 15 %) per equity share of Rs. 10 each fully paid up which will be paid in line with the applicable rules after your approval at the ensuing Annual General Meeting.

TRANSFER TO RESERVES

The company proposes to transfer Rs.25 Lakhs in to general reserve out of the amount available for appropriation and an amount of Rs. 754.54 Lakhs is proposed to be retained in the profit & loss account.

COMPANYPERFORMANCE

During the year 2015-2016 total revenue of the Company is Rs. 722.05 crores as compared to Rs. 444.36 crores in the previous year. The net profit is Rs. 9.01 crores as compared to Rs. 7.28 crores in the previous year. There is no material change in the nature of business of the company.

WIRE RODS & CONDUCTORS

During the year 2015-2016 Aluminum Division of the Company has contributed total Rs. 717.29 crores as compared to Rs. 439.00 Crores in the previous year in the total revenue of the Company.

MINING BUSINESS

During the year Mining Division of the Company has not carried out any activity.

POWER GENERATION

Your Company have two Wind Turbine Generators (WTG) of total 2.75 Mega Watts viz. (1) 1.25 Mega Watts, at Nandurbar - Maharashtra (2)1.50 Mega Watts at Sangli-Maharashtra.

Your Company also have four Solar Power plants of total 1.43 Mega Watts,viz. (1) 100 KWP at Pune- Maharashtra

(2) 522 KWP at Bangluru -Karnataka (3) 403 KWP at Rewari- Haryana & (4) 403 KWP at Alwar-Rajashthan. During the year the power segment of the company has contributed Rs. 2.48 crores in the total revenue of the Company as compared to Rs. 2.45 crores in the previous year.

SUBSIDIARY AND JOINT VENTURE COMPANIES

\ The Company has two subsidiaries & one Joint Venture

Companies as on March 31, 2016. There are no activity carried out during the year in subsidiaries, while Joint Venture Company is yet to start its commercial productions. There has been no material change in the nature of the business of the subsidiaries & Joint Venture Companies.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(5) of Companies Act 2013, with respect to Directors'' responsibility statement, it is hereby confirmed that:

a. in the preparation of Annual Accounts, the applicable accounting standards have 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 as at 31st March, 2016 and of the profit of the Company for the said period;

c. the directors have taken proper and sufficient care of the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. the directors have prepared the Annual Accounts on a going concern basis.

e. the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

f. 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.

DIRECTOR & KEY MANAGERIAL PERSONNEL

Pursuant to the provisions of section 149 of the Companies Act,2013, Shri Navin Shah, Shri Sundeep Mohta and Shri Narayan Das Mundhra were appointed as independent directors at the AGM of the Company held on August 28, 2014 & Mrs Renu Somani was appointed as independent director at the AGM of the Company held on August 27, 2015. They have submitted a declaration that each of them meets the criteria of independence as provided in section 149(6) of the Act and there has been no change in the circumstances which may affect their status as independent director during the year. In accordance with the provisions of the Act and the Articles of Association of the Company, Shri Lalit Kumar Daga, Chairman/Director of the Company, retire by rotation and being eligible have offered himself for re-appointment.

Shri Lalit Kumar Daga is a Commerce Graduate from the University of Kolkata. He has vast experience of over 50 years in Aluminium Industry. He is the Chairman and founder of Hind Aluminium Industries Ltd. He holds 5,59,616 equity shares in the Company & also hold directorship in another Listed Company viz.Nirav Commercials Ltd.

Shri Mahendra Kumar Jain has been appointed as Chief Financial Officer of the Company as per Section 203 of the Companies Act, 2013.

The Board has informed an experience team of senior executive of the company are looking after all companies and SEBI (LODR), 2015 Compliances, however the company is also looking for a qualified company secretary.

MEETING OF THE BOARD

Seven meetings of the Board of Directors were held during the year. For details of the board meetings please refer to the corporate governance report, which forms part of directors'' report.

BOARD EVALUATION

The board of directors has carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements), Regulations 2015.

The performance of the board was evaluated by the board after seeking inputs from all the directors on the basis of the criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

In a separate meeting of independent directors performance of non-independent directors, performance of the board as a whole and performance of the chairman was evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent directors, at which the performance of the board, its committees and individual directors was also discussed. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

POLICY ON DIRECTORS’ APPOINTEMENT AND REMUNERATION AND OTHER DETAILS

The Company''s policy on directors'' appointment and remuneration and other matter provided in Section178(3) of the Act has been disclosed in the corporate governance report, which forms part of directors'' report.

INTERNAL FINANCIAL CONTROLS

The Board of Directors have taken necessary steps for internal financial control and its adequacy during the financial year 2015-16.

AUDITORS

Pursuant to the provisions of Section 139 of the Act and the rules framed there under, M/s. Motilal & Associates (Firm Reg. No. 106584W), Chartered Accountants, were appointed as statutory auditors of the Company from the conclusion of 27th AGM of the company till the conclusion of the 32nd AGM of the Company to be held in the year 2019 subject to ratification of their appointment at every AGM.

AUDITORS’ REPORT & SECRETARIAL AUDITORS’ REPORT

The Board has re-appointed M/s. Arun Dash & Associates, Company Secretaries, to conduct Secretarial Audit of the Company. Secretarial Audit Report for the financial year ended March 31, 2016 is annexed herewith marked as Annexure IV to this Report. An experienced team of senior executives of the company is looking after all company laws and SEBI (LODR), 2015 Compliances, however the company is also looking for a qualified company secretary. An Experienced team of Senior Executives of the Company is looking after Cost accounting related functions of the Company, however the Company is also looking for a suitable qualified Cost Auditors

RISK MANAGEMENT POLICY

The development and implementation of risk . management policy has been covered in the \management discussion and analysis, which forms part of

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED

The particulars of loans, guarantees and investments have been disclosed in the financial statements of the Company.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All contracts/arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on arms length basis.Your Directors draw attention of the members to Note no. 30(A) of the financial statement which set out related party transactions. Information on transactions with related parties pursuant to section 134(3)(h) of the Act read with rule 8(2) of the Companies(Accounts) Rules, 2014 are given in Annexure-I in Form AOC-2 and the same forms part of this report

CORPORATE SOCIAL RESPONSIBILITY

The brief outline of the corporate social responsibility (CSR) policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in Annexure II of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. For other details regarding the CSR Committee, please refer to the corporate governance report, which forms part of this report.

EXTRACT OF ANNUAL RETURN

Extract of Annual Return of the Company is annexed herewith as Annexure III to this Report.

PARTICULARS OF EMPLOYEES

The information required under section 197(12) of the Act read with Rules 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

During the year 2015-2016, the Company has no executive who was in receipt of remuneration exceeding the sum prescribed under aforesaid section / rule.

DEPOSITS FROM PUBLIC

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

MATERIAL ORDERS

There was no significant and material orders passed by any regulators or courts or tribunals impacting the going concern status and company''s operations in future.

ISO 9001:2008

The Wire Rod as well as Conductor divisions of the Company are ISO 9001:2008 certified and the Company is committed to maintain and improve quality.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management''s Discussion and Analysis Report for the year under review, as stipulated under Schedule V of SEBI Listing Regulations,2015 is presented in a separate section forming part of the Annual Report.

CORPORATE GOVERNANCE

A separate report on Corporate Governance is enclosed as a part of this Annual Report. A certificate from the auditors of the Company regarding compliance with the Corporate Governance norms stipulated is annexed to the report on Corporate Governance.

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

CONSERVATION OF ENERGY:

Energy conservation continues to be an area of focus for the company. Initiatives to integrate energy efficiency into overall operations are undertaken through design considerations and operational practices. The key initiatives towards conservation of energy were:

a. improved monitoring of energy consumption through smart metering and integration with building management systems;

b. setting internal targets for energy performance improvement and institution of rigorous operational controls toward achieving these targets;

c. The Company is evaluating utilizing Wind & Solar energy as an alternate source of energy.

d. The Company has invested on energy conservation equipment.

TECHNOLOGY ABSORPTION, ADAPTION AND INNOVATION:

The Company continues to use the latest technologies for improving the productivity and quality of its services and products. The Company''s operations do not require significant import of technology.

RESEARCH AND DEVELOPMENT (R&D):

The Company is actively engaged in product up gradation, design, development and new product development. Since the expenditure incurred on research and development activities were not substantial, no separate account for the same was being maintained.

FOREIGN EXCHANGE EARNING AND OUTGO

Your Company has been in constant touch with various customers around the world. We hope that our regular follow-up will result in procuring export orders. Your Company is constantly exploring the possibilities of exporting its products. This is an ongoing process. Export sales can only be increased by developing relationship with prospective buyers. In this connection your Company''s officials may plan to visit some countries to explore possibilities of export sales. The information on the above is given in Notes on Account (Note No.26 to the Accounts).

ACKNOWLEDGEMENT

Your Directors would like to express their sincere appreciation for the assistance and co-operation received from the financial institutions, banks, Government authorities, customers, vendors and members/shareholders during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by Company''s executives, staff and workers.

For and on behalf of the Board

Lalit Kumar Daga

Place: Mumbai. Chairman

Date: 6th June, 2016


Mar 31, 2015

Dear Shareholders,

The Directors have pleasure in presenting the 28th Annual Report together with Audited Balance Sheet and Profit & Loss Account for the year ended 31st March, 2015. The highlights of the financial results are as under:

FINANCIAL RESULTS:

2014-2015 2013-2014 (Rs. in Crores) (Rs. in Crores)

Total Revenue 444.36 444.89

Profit before Tax 10.01 7.96

Less: Tax Expenses 2.73 2.10 Net Profit 7.28 5.86

Add: Balance brought

forward from previous year 44.14 39.63

Less: Adjustment related

to fixed assets (0.30) -

Balance available for

Appropriations 51.12 45.49

Appropriations:

Proposed Dividend 0.94 0,94

Corporate tax on dividend 0.19 0.16

Transfer to General Reserve 0.25 0.25

Balance transferred to

Balance Sheet 49.74 44.14

Total 51.12 45.49

REVIEW OF OPERATIONS

During the year 2014-2015 total revenue of the Company is Rs.444.3S crores as compared to Rs.444.89 crores in the previous year. The net profit is Rs.7.28 crores as compared to Rs.5.86 crores in the previous year.

DIVIDEND

Your Directors are pleased to recommend a Dividend of Rs.1.50 per equity share (same as previous year) i.e.15 %, which will be paid in line with the applicable rules after your approval at the ensuing Annual General Meeting.

WIRE RODS & CONDUCTORS

During the year 2014-15 Aluminium Division of the Company has contributed total ^441.45 crores as compared to Rs. 441.77 crores in the previous year in the total revenue of the Company

MINING BUSINESS

During the year Mining Division of the Company has not carried out any activity.

POWER GENERATION

Your Company have two Wind Turbine Generators (WTG), one is of 1.25 Mega Watts Located at District Nandurbar and another is 1.50 Mega Watts located at Sangli, both are in Maharashtra State. During the year both WTG contributed Rs. 2.45 Crores in the total revenue of the Company as Compared to Rs. 2.51 Crores in the previous year.

Your Company also have two Solar Plants, one is of 100 KWP located at Pune and another is 522 KWP, located at Bengaluru. During the year both solar power plants contributed ^39.00 Lacs in the total revenue of the Company.

ISO 9001:2008

The Wire Rod as well as Conductor divisions of the Company are ISO 9001:2008 certified and the Company is committed to maintain and improve quality.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management's Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange in India, is presented in a separate section forming part of the Annual Report.

SUBSIDIARY AND JOINT VENTURE COMPANIES

Details of Subsidiary and Joint Venture Companies has mentioned on page No. 36 of the Annul Report. Your Directors draw attention of the members to see Note No. 10B and 10C (c) of the Financial Statement.

CORPORATE SOCIAL RESPONSIBILITY

The CSR Committee evaluated few proposals and at the time of finalisation suggested to consider some better projects which are under process.

DIRECTORS & KEY MANAGERIAL PERSONNEL

In accordance with the provision of the Act and the Articles of Association of the Company, Shri Sudhir Goel, Director of the Company, retire by rotation at the ensuing Annual General Meeting and the eligible offered himself for re-appointment.

Shri Sudhir Goel is a qualified Chartered Accountant and has over 32 years of experience in the Aluminium Industries. He is a Director of this Company from the date of its incorporation. He is looking after the financial affairs of the Company as a Whole- Time Director. He holds 3000 equity shares in the Company.Pursuant to Section 149(1) and all other applicable provisions of the Companies Act, 2013 and as per Clause 49 of the Listing Agreement with Stock Exchange, a class or class of company as may be prescribed shall have at least one women director. Mrs. Renu Somani was appointed as Additional Independent Director of the Company with effect from 23.03.2015. She is a Bachelor in Arts (B.A) from Chennai University and has over 18 years experience of social sector. The terms & conditions of her appointment as independent director as per schedule iv of the Act. She has submitted a declaration that she meets the criteria of independence as provided in section 149 (6) of the Companies Act, 2013. Shri Mahendra Kumar Jain has been appointed as Chief Financial Officer of the Company as per Section 203 of the Companies Act, 2013. An experienced team of Senior Executive of the Company including a practicing Company Secretary are looking after all Company Law and Listing Agreement related compliances, however the Company is also looking for a qualified Company Secretary.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(5) of Companies Act 2013, with respect to Directors' responsibility statement, it is hereby confirmed that:

a. in the preparation of Annual Accounts, the applicable accounting standards have 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 as at 31st March, 2015 and of the profit of the Company for the said period;

c. the directors have taken proper and sufficient care of the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. the directors have prepared the Annual Accounts on a going concern basis.

e. the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

f. 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.

CORPORATE GOVERNANCE ,

In compliance with Clause 49 of the Listing Agreement, a separate report on Corporate Governance along with a certificate from the Auditors on its Compliance forms an integral part of this report.

MEETING OF THE BOARD

Eight meetings of the Board of Directors were held during the year. For further details, please refer page no.18 of this annual report.

POLICY ON DIRECTORS' APPOINTEMENT AND REMUNERATION AND OTHER DETAILS

The Company's policy on directors' appointment and remuneration and other matter provided in Section 178(3) of the Act has been disclosed in the corporate governance report on page no.20, which forms part of directors' report

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All contracts/arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on arms length basis.

Your Directors draw attention of the members to Note no. 29 of the financial statement which set out related party transactions.

INTERNAL FINANCIAL CONTROLS

The Board of Directors have taken necessary steps for internal financial control and its adequacy during the financial year 2014-15.

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED

The particulars of loans, guarantees and investments have been disclosed in the financial statements of the Company.

SECRETARIAL STANDARDS OF ICSI

During the year under review, Secretarial Standard specified by the Institute of Company Secretaries of India (ICSI) from time to time were recommendatory in nature. Your Company however complied with the same.

RISK MANAGEMENT

During the year, your Directors have constituted a Risk Management Committee which has been entrusted with the responsibility to assist the Board in (a) Overseeing and approving the Company's enterprise wide risk management framework; and (b) Overseeing that all the risk that the organisation faces such as strategic, financial, credit, market, liquidity, security, property, legal, regulatory, reputational and other risks have been identified and assessed and there is an adequate risk management infrastructure in place of capable of addressing those risks. However there are no risks which in the opinion of the Board threaten the existence of your Company.

VIGIL MECHANISM

Your Company is committed to highest standard of ethical, moral and legal business conduct. Accordingly, the Board of Directors have formulated a Whistle Blower Policy which is in compliance with the provisions of Section 177(10) of the Companies Act, 2013 and Clause 49 of the Listing Agreement. The policy provide a framework and process whereby concerns can be raised by its employees against any kind of discrimination, harassment, victimization or any other unfair practice being adopted against them. More details on the vigil mechanism and the Whistle Blower Policy of your Company have been outlined in the Corporate Governance Report which forms part of this report.

SECRETARIAL AUDITOR

The Board has appointed M/s Arun Dash & Associates, Company Secretaries, to conduct Secretarial Audit of the Company for the financial year ended March 31,2015 is annexed herewith marked as Annexure II to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

COST AUDITOR

An experienced team of Senior Executives of the Company is looking after cost accounting related functions of the company, however the Company is also looking for a suitable qualified Cost Auditor.

AUDITORS

Pursuant to the provisions of Section 139 of the Act and the rules framed thereunder, M/s. Motilal & Associates (Firm Reg.No. 106584W), Chartered Accountants, were appointed as statutory auditors of the Company from the conclusion of the 27,Bannual general meeting of the company till the conclusion ofthe32na Annual General Meeting of the Company to be held in the calendar year 2019 subject to ratification of their appointment at every Annual General Meeting

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNING AND OUTGO

The information pursuant to Section 134(3) (m) of the Companies Act, 2013 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is annexed to this report.

EXTRACT OF ANNUAL RETURN

Extract of Annual Return of the Company is annexed herewith as Annexure I to this Report,

PARTICULARS OF EMPLOYEES

The information required under section 197(12) of the Act read with Rules 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

During the year 2014-2015, the Company has no executive who was in receipt of remuneration exceeding the sum prescribed under aforesaid section / rule.

ACKNOWLEDGEMENT

Your Directors would like to express their sincere appreciation for the assistance and co-operation received from the financial institutions, banks, Government authorities, customers, vendors and members/Share holders of the company during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by Company's executives, staff and workers.

For and on behalf of the Board

Lalit Kumar Daga Chairman

Date : 30th May, 2015 Place : Mumbai.


Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the 27th Annual Report together with Audited Balance Sheet and Profit & Loss Account for the year ended 31st March, 2014. The highlights of the financial results are as under:

FINANCIAL RESULTS:

2013-2014 2012-2013 (Rs. in Crores) (Rs.in Crores)

Total Revenue 444.89 437.68

Profit before Tax 7.96 8.70

Less:Tax Expenses 2.10 2.30

Net Profit 5.86 6.40

Add:Balance brought forward from previous year 39.63 34.58

Balance available for Appropriations 45.49 40.98

Appropriations:

Proposed Dividend 0.94 0.94

Corporate tax on dividend 0.16 0.16

Transfer to General Reserve 0.25 0.25

Balance transferred to Balance Sheet 44.14 39.63

Total 45.49 40.98

REVIEW OF OPERATIONS

During the year 2013-2014 total revenue of the Company is Rs.444.89 crores as compared to Rs.437.68 crores in the previous year. The net profit is Rs.5.86 crores as compared to Rs.6.40 crores in the previous year.

DIVIDEND

Your Directors are pleased to recommend a Dividend of Rs.1.50 per equity share (same as previous year) i.e 15%, which will be paid in line with the applicable rules after your approval at the ensuing Annual General Meeting.

WIRE RODS & CONDUCTORS

In the year gone by the Aluminium Division of the Company has shown an increase in itsproduction as well as in sales. During the years total sale of its products has increased to Rs.434.04 cores as compared to Rs.427.69 crores in the previous year. This has primarily on account of increase in total revenue of Conductors which has gone up to Rs.289.08 Cores as compared to Rs.203.28 Crores in the previous year. The capacity utilization of Conductor Plant is consistently going up and we hope in the current year also we will see significant improvement over the last year.

We are pleased to inform you that the Company has got itself registered with most Electricity Boards in the country. We have successfully supplied to a lot of them and are presently having good orders for the supply of Aluminium Conductors. All these should contribute to an increase in the Aluminium Division''s sales.

MINING BUSINESS

In the year 2013-2014 the Company has shown an increase in trading of Bauxite and this division contributed total Rs.5.21 crores as compared to Rs.2.98 crores in the previous year in the total revenue of the Company.

POWER GENERATION

During the year 2013-2014, the Company has installed two Solar Power Plants of 100 KWP & 522 kWp each which are located SKF India Ltd. premises at Pune & Bangluru and its has contributed total Rs.5.90 lacs in the total revenue of the Company.

Your Company also have two Wind Turbine Generator (WTG), one is of 1.25 Mega Wattslocated at District Nandurbar and another is 1.50 Mega Watts located at Sangli, both are in Maharashtra State. During the year both WTG contributed Rs.2.45 crores in the total revenue of the Company as compared to Rs.2.36 crores in the previous.

ISO 9001:2008

The Wire Rod as well as Conductor divisions of the Company are ISO 9001:2008 certified and the Company is committed to maintain and improve quality.

CORPORATE SOCIAL RESPONSIBILITY

The Companies Act, 2013 notified section 135 of the Act concerning Corporate Social Responsibility along with the Rules thereunder and revised schedule VII of the Act which come into effect from 1st April,2014. The Company being covered the provisions of the said section, has taken necessary initial step in this regard, A committee of the directors titled Corporate Social Responsibility (CSR) Committee has been formed by the directors consisting Shri Shailesh Daga as Chairman and Shri Sudhir Goel & Shri Navin Shah as other members.

The said section being enacted with effect from 1st April,2014, necessary details as prescribed under the said section shall be presented to the members in the Annual Reports for the year 2014-2015.

DIRECTORS

In view of the provisions of the Companies Act,2013, Shri Sudhir Goel has now become retiring Directors. Thus he will be in the category of directors liable to retire by rotation and being eligible, offer himself for re-appointment. In terms of the Articles of Association of the Company, Shri Lalit Kumar Daga, Director, retire at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment. Pursuant to section 149 (4) of the Companies Act,2013, every listed Company is required to appoint at least one third of its directors as independent directors. The Board already has one half of its directors in the category of independent directors in terms of the provisions of clause 49 of the listing agreement.

As required under the said Act and the Rules made thereunder, the same is now put up for approval of the members at the ensuing annual general meeting.

The independent directors have submitted the declaration of independence, as required pursuant to section 149 (7) of the Companies Act,2013 stating that they meet the criteria of independence as provided in sub-section (6) as well as Clause 49 of the Listing Agreement.

KEY MANAGERIAL PERSONS

Section 203 of the Companies Act,2013, which came into effect from 1st April,2014, requires every Listed Company to have Managing Director, Company Secretary & Chief Financial Officer. The Company also has a Managing Director & Whole-Time Director. The board of directors has designated/appointed Shri Mahendra Kumar Jain as Chief Financial Officer of the Company. An experienced team of senior Executives of the Company including a practicing Company Secretary are looking after all Company Law & Listing Agreement related compliances, however the Company is also looking for a suitable qualified Company Secretary.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of Companies Act 1956, with respect to Directors'' responsibility statement, it is hereby confirmed that:

i) in the preparation of Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii) 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 as at 31st March, 2014 and of the profit of the Company for the said period;

iii) the directors have taken proper and sufficient care of 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;

iv) the directors have prepared the Annual Accounts on a going concern basis.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreements with the Bombay Stock Exchange Ltd., a separate section titled "Corporate Governance'' has been included in this Annual Report, along with the report on Management Discussion and Analysis and General Shareholders Information.

SECRETARIAL STANDARDS OF ICSI

During the year under review, Secretarial Standard specified by the Institute of Company Secretaries of India(ICSI) from time to time were recommendatory in nature. Your Company, however complied with the same.

AUDITORS

The existing statutory Auditors of the Company M/s. A. J. Baliya & Associates (Firm Reg.No.100948W), Chartered Accountants, who hold office until the conclusion of ensuing annual general meeting has informed their unwillingness to continue as statutory auditors of the Company due to their personal reasons after ensuing annual general meeting. The Company has shortlisted M/s. Motilal & Associates (Firm Reg.No.106584W), Chartered Accountants, as a new statutory auditors of the Company and they have shown their interest for the same.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNING AND OUTGO

The information pursuant to Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is annexed to this report.

PARTICULARS OF EMPLOYEES

During the year 2013-2014 the Company has no executive who was in receipt of remuneration exceeding the sum prescribed under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

ACKNOWLEDGEMENT

The Directors would like to express their sincere appreciation for assistance and Co-operation received from their Bankers, Government authorities, vendors and members during the year under review. Directors also wish to place on record their deep sense of appreciation for the committed services by the Company''s executives, staff & workers.

Place : Mumbai For and on behalf of the Board Date : 30th May,2014 Lalit Kumar Daga Chairman


Mar 31, 2012

The Directors have pleasure in presenting the 25th Annual Report together with Audited Balance Sheet and Profit & Loss Account for the year ended 31st March, 2012. The highlights of the financial results are as under:

FINANCIAL RESULTS: 2011-2012 2010-2011 (Rs. in Crores) (Rs. in Crores)

Total Revenue 410.61 363.73

Profit before Tax 8.21 8.09

Tax Expenses 1.61 3.03

Net Profit 6.60 5.06

Balance brought forward from previous year 29.33 25.62

Balance available for Appropriations 35.93 30.68

Appropriations:

Proposed Dividend 0.94 0.94

Corporate tax on demand 0.15 0.16

Transfer to General Reserve 0.25 0.25 Balance transferred to

Balance Sheet 34.59 29.33

Total 35.93 30.68

REVIEW OF OPERATIONS

This year the Company has completed 25 years of its existence and during the last 25 years, the Company has shown a continued improvement in its performance.

During the year your Company has shown improved performance. Your Company's total revenue has increased to Rs.410.61 crores from Rs.363.73 crores in the previous year. The net profit has increased to Rs.6.60 crores as compared to Rs.5.06 crores in the previous year.

DIVIDEND

Your Directors are pleased to recommend a Dividend of Rs.1.50 per equity share (same as previous year) i.e 15%, which will be paid in line with the applicable rules after your approval at the ensuing Annual General Meeting.

WIRE RODS & CONDUCTORS

In the year gone by the Aluminium Division of the Company has shown an increase in its production as well as in sales. During the years total sale of its products has increased to Rs.402.13 cores as compared to Rs.355.45 crores in the previous year. This has primarily on account of increase in total revenue of Conductors which has gone up from Rs.104.75 crores to Rs.152.94 crores. The capacity utilization of Conductor Plant is consistently going up and we hope in the current year also we will see significant improvement over the last year.

We are pleased to inform you that the Company has got itself registered with most Electricity Boards in the country. We have successfully supplied to a lot of them and are presently having good orders for the supply of Aluminium Conductors. All these should contribute to an increase in the Aluminium Division's sales.

MINING BUSINESS

The year 2011-2012 was not a good year for the mining business for the Company. Total traded quantity of Bauxite ore has reduced and its resulted in reduction in its total revenue to Rs.2.93 crores as compared to total revenue of Rs.3.85 crores in the previous year. Due to frequent changes in the Govt. policies, the Company has restricted its exposure in mineral business.

WIND POWER GENERATION

Your Company has two Wind Turbine Generator (WTG), one is of 1.25 Mega Watts located at District Nandurbar and another is 1.50 Mega Watts located at Sangli, both are in Maharashtra State. Both WTG performance are good and its contributed Rs.2.23 crores in the total revenue of the Company as compared to Rs.1.90 crores in the previous year.

During the year a subsidiary Company named Hind Power Products Pvt. Ltd. has been incorporated under the Companies Act, 1956.

ISO 9002

The Wire Rod as well as Conductor divisions of the Company are ISO 9001:2008 certified and the Company is committed to maintain and improve quality.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreements with the Bombay Stock Exchange Ltd., a Management Discussion and Analysis Report on Corporate Governance and a Certificate from the Company's Statutory Auditors are a part of this report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNING ANDOUTGO

The information pursuant to Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is annexed to this report.

PARTICULARS OF EMPLOYEES

At the end of the year 2011 -2012 the Company has no executive who was in receipt of remuneration exceeding the sum prescribed under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956, with respect to Directors' responsibility statement, it is hereby confirmed that:

i) in the preparation of Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

ii) 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 as at 31st March, 2012 and of the profit of the Company for the said period;

iii) the directors have taken proper and sufficient care of the maintenance of adequate accounting i 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;

iv) the directors have prepared the Annual Accounts on a going concern basis.

AUDITORS

M/s. A.J. Baliya & Associates, Chartered Accountants, Auditors of the Company, retire at ensuring annual general meeting and being eligible for re-appointment.

ACKNOWLEDGEMENT

The Directors would like to express their sincere appreciation of assistance and Co-operation received from their Bankers during the year under review. Directors also wish to place on record their deep sense of appreciation of the devoted services rendered by all the employees of the Company.

For and on behalf of the Board

Lalit Kumar Daga Chairman

Place: Mumbai Dated: 8th June. 2012


Mar 31, 2011

Dear Shareholders,

The Directors have pleasure in presenting the 24th Annual Report together with Audited Balance Sheet and Profit & Loss Account for the year ended 31st March, 2011. The highlights of the financial results are as under:

FINANCIAL RESULTS: 2010-2011 2009-2010 (Rs. in Crores) (Rs.in Crores)

Total Income 361.28 184.14

Gross Profit 10.79 6.27

Less: Depreciation 2.70 2.64

Profit before tax 8.09 3.63

Tax expenses 3.03 0.89

Profit after tax 5.06 2.74

Add: Balance brought forward from previous year 25.62 24.01

Surplus available for appropriation 30.68 26.75

Appropriation:

General Reserve 0.25 0.25

Dividend 0.94 0.75

Corporate tax on dividend 0.16 0.13

Balance transferred to Balance Sheet 29.33 25.62

REVIEW OF OPERATIONS

During the year your Company has shown improved performance. Your Company's income has increased to Rs. 361.28 Crores from Rs.184.14 crores in the previous year. This has been possible due to increased sale in the Conductor division of the Company. The total volume handled by the company has increased and this also led to an increase in the net profit to Rs.5.06 Crores as compared to Rs. 2.74 Crores in the previous year.

DIVIDEND

Your Directors are pleased to recommend a Dividend of Rs.1.50 per equity share (same as previous year) i.e 15%, which will be paid in line with the applicable rules after your approval at the ensuing Annual General Meeting.

WIRE RODS & CONDUCTORS

In the year gone by the Aluminium Division of the Company has shown an increase in its production from 25,232 MT in the previous year to 27,687 MT in the current year. This has primarily on account of increase in production of Conductors which has gone up from 6458 MT to 8554 MT. The capacity utilization of Conductor Plant is consistently going up and we hope in the current year we will see significant jump over the last year figures.

We are pleased to inform you that the Company has got itself registered with most Electricity Boards in the country. We have successfully supplied to a lot of them and are presently having good orders for supply of Aluminium Conductors. All these should contribute to an increase in the Aluminium Division's sales.

MINING BUSINESS

In the year 2010-2011 the Company has shown an increase in trading of Bauxite and sold 41,950 MT Bauxite as compared to 15,424 MT in previous year. Due to dramatic fluctuation in the price of Iron Ore, the Company has restricted its exposure in this commodity during the year.

WIND POWER GENERATION

Your Company has two Wind Turbine Generator (WTG), one is of 1.25 Mega Watts located at District Nandurbar and another is 1.50 Mega Watts located at Sangli, both are in Maharashtra State. During the year 47,18,492 units of power were generated as compared to 56,61,920 units in the previous year and reduction in generation of power was due to low wind pattern in that area.

ISO 9002

The Wire Rod as well as Conductor divisions of the Company are ISO 9001:2008 certified and the Company is committed to maintain and improve quality.

ALLOTMENT OF EQUITY SHARES ON PREFERENTIAL BASIS

During the year 2010-2011, your Company has allotted 13,00,000 preferential equity shares of Rs.10/- each fully paid-up for cash at a premium of Rs.33/- per share aggregating Rs.5,59,00,000/- to non-promoter shareholders in compliance with the provisions of Section 81, 81(A) and other applicable provisions, if any of the Companies Act, 1956 and listing agreement entered into between the Company and Bombay Stock Exchange Ltd (BSE), the guidelines, regulations and clarifications issued by Security Exchange Board of India (SEBI).

In view of the same, the authorized share capital of the Company has increased from Rs. 5,50,00,000/- to Rs. 6,50,00,000/- and subsequently issued, subscribed & paid-up capital has also increased by Rs. 1,30,00,000/- and now its became Rs. 6,30,02,000/-.

SUBSIDIARY COMPANIES

During the year Company has incorporated a subsidiary Company named 'Associated Industries Ltd. SFZ' in Sultanate of Oman for exploring the processing opportunities of mineral resources.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreements with the Bombay Stock Exchange Ltd., a Management Discussion and Analysis Report on Corporate Governance and a Certificate from the Company's Statutory Auditors are a part of this report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNING AND OUTGO

The information pursuant to Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is annexed to this report.

PARTICULARS OF EMPLOYEES

At the end of the year 2010-2011 the Company has no executive who was in receipt of remuneration exceeding the sum prescribed under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

DIRECTORS' RESPONSIBILITY STATEMENT Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956, with respect to Directors' responsibility statement, it is hereby confirmed that:

i) in the preparation of Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

ii) 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 as at 31 st March, 2011 and of the profit of the Company for the said period;

iii) the directors have taken proper and sufficient care of 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;

iv) the directors have prepared the Annual Accounts on a going concern basis.

AUDITORS

M/s. A.J. Baliya & Associates, Chartered Accountants, Auditors of the Company, retire at ensuring annual general meeting and being eligible for re-appointment.

ACKNOWLEDGEMENT

The Directors would like to express their sincere appreciation of assistance and Co-operation received from their Bankers during the year under review. Directors also wish to place on record their deep sense of appreciation of the devoted services rendered by all the employees of the Company.

For and on behalf of the Board

Lalit Kumar Daga Chairman

Place : Mumbai. Dated : 30th May, 2011


Mar 31, 2010

The Directors have pleasure in presenting the 23rd Annual Report together with Audited Balance Sheet and Profit & Loss Account for the year ended 31st March, 2010. The highlights of the financial results are as under:

FINANCIAL RESULTS: 2009-2010 2008-2009

(Rs. in Crores) (Rs.in Crores)

Total Income 184.14 220.46

Gross Profit 6.27 6.12

Less: Depreciation 2.64 2.54

Profit before tax 3.63 3.58

Tax expenses 0.89 1.23

Profit after tax 274 2.35 Add: Balance brought forward

from previous year 24.01 22.79

Surplus available for appropriation 26.75 25.14 Appropriation:

General Reserve 0.25 0.25

Dividend 0.75 0.75

Corporate tax on dividend 0.13 0.13

Balance transferred to Balance Sheet 25.62 24.01

REVIEW OF OPERATIONS

In the year gone by the total income of the Company has reduced from Rs.220.46 crores to Rs.184.14 crores. This has primarily been on account of raw material prices being low in the first half of the year. Also in the Mining Division there is a reduction in the quantity of Bauxite traded which has contributed to the reduction in the total income. The profit before depreciation has gone up marginally to Rs.6.27 crores from Rs.6.12 crores and the corresponding profit aftertax also gone up to Rs.2.74 crores from Rs.2.35 crores.

DIVIDEND

Your Directors are pleased to recommend a Dividend of Rs.1.50 per equity share (same as previous year) i.e 15%, which will be paid in line with the applicable rules after your approval at the ensuing Annual General Meeting.

WIRE RODS & CONDUCTORS

In the year gone by the Aluminium Division of the Company has shown an increase in its production from 22,003 MT in the previous year to 25,232 MT in the current year. This has primarily on account of increase in production of Conductors which has gone up from 3117 MT to 6458 MT. The capacity utilization of Conductor Plant is consistently going up and we hope in the current year we will see significant jump over the lastyearfigures.

We are pleased to inform you that the Company has got itself registered with most Electricity Boards in the country. We have also supplied to a lot of them and are presently having good orders for supply of Aluminium Conductors. All these should contribute to an increase in the Aluminium Divisions sales.

MINING BUSINESS

The year 2009-10 was a bad year for the mining business. Iron Ore prices have been fluctuating dramatically because of which we have restricted our exposure to this commodity. There has been marginal increase in our sales from 31,297 MT to 32,620 MT. Even the Bauxite quantity has reduced significantly from 55,197 MT to 15,424 MT. This has primarily been on account of certain logistical problems faced in the year near mine locations. These problems have subsequently been solved and we hope that in the current year we will see a good increase in the volume of Bauxite handled. This will contribute to both turnover as well as profitability of this division.

WIND POWER GENERATION

Your Company has two Wind Turbine Generator (WTG), one is of 1.25 Mega Watts located at District Nandurbar and another is 1.50 Mega Watts located at Sangli, both are in Maharashtra State. During the year 5661919.83 units of power were generated as compared to 5489480.40 units in the previous year.

ISO 9002

The Wire Rod as well as Conductor divisions of the Company are ISO 9001:2000 certified and the Company is committed to maintain and improve quality.

ALLOTMENT OF PREFERENTIAL EQUITY SHARES

During the period under review, special resolutions were passed by the shareholders at their Extra-ordinary General Meeting held on 20th April,2010. Your Company has allotted 13,00,000 preferential equity shares of Rs.10/- each fully paid-up for cash at a premium of Rs.33/- per share aggregating Rs.5,59,00,000/- to non-promoter shareholders in compliance with the provisions of Section 81(A) and other applicable provisions, if any of the Companies Act,1956 and listing agreement entered into between the Company and Bombay Stock Exchange Ltd (BSE), the guidelines, regulations and clarifications issued by Security Exchange Board of India (SEBI).Listing of these shares has been done at BSE and the same shall be in locked-in upto 2nd May,2011.

The object of this preferential equity shares is being made by the Company to finance capital expenditure in connection with expansion and modernization of manufacturing and marketing facilities, business acquisitions, working capital requirements arising out of increased volume of business, building capacities for existing and new lines of business, investment in subsidiaries and other corporate purpose.

In view of the same, the authorized share capital of the Company has increased from Rs.5,50,00,000/- to Rs.6,50,00,000/- and the Clause V of the Memorandum of Association and Article 3 of the Articles of Association of the Company has been altered, accordingly.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreements with the Bombay Stock Exchange Ltd., a Management Discussion and Analysis Report on Corporate Governance and a Certificate from the Companys Statutory Auditors are a part of this report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNING AND OUTGO

The information pursuant to Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is annexed to this report.

PARTICULARS OF EMPLOYEES

At the end of the year 2009-2010 the Company has no executive who was in receipt of remuneration exceeding the sum prescribed under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956, with respect to Directors responsibility statement, it is hereby confirmed that:

i) in the preparation of Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

ii) 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 fairview of the state of affairs of the Company as at 31 st March, 2010 and of the profit of the Company for the said period;

iii) the directors have taken proper and sufficient care of the maintenance of adequate accounting records in accordance with the provisions of the CompaniesAct, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) the directors have prepared the Annual Accounts on a going concern basis.

AUDITORS

M/s. A.J. Baliya & Associates, Chartered Accountants, Auditors of the Company, retire at ensuring annual general meeting and being eligible for re-appointment.

ACKNOWLEDGEMENT

The Directors would like to express their sincere appreciation of assistance and Co-operation received from their Bankers during the year under review. Directors also wish to place on record their deep sense of appreciation of the devoted services rendered by all the employees of the Company.

For and on behalf of the Board

Lalit Kumar Daga

Place : Mumbai. Chairman

Date : 15th June, 2010

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