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Directors Report of Industrial & Prudential Investment Company Ltd.

Mar 31, 2015

Dear Members,

The directors have pleasure in submitting the ANNUAL REPORT relating to the affairs of the Company together with Audited Financial Statements of the Company for the year ended 31st March, 2015.

FINANCIAL RESULTS

Rs in lakhs Year ended Year ended

Particulars 31.03.2015 31.03.2014

Income 780.29 266.20

Expenditure

(a) Expenses 64.68 50.31

(b) Provision for diminution in Long 3.98 17.17 Term Investments

(c) Provision for Corporate Social 10.00 — Responsibility

Profit before taxation 701.63 198.72

Provision for taxation

Current tax

— For the year 45.00 5.10

— Minimum Alternate Tax credit — (510)

— Relating to earlier years 0.42 —

45.42 —

Net Profit after taxation 656.21 198.72

Add: Balance brought forward from Balance 979.63 1,215.27 Sheet

1.635.84 1,413.99

Profit for appropriation Appropriation

Dividend 319.98 319.98

Tax on Proposed Dividend 65.14 54.38

Special Reserve (in terms of Section 132.00 40.00 45-IC of RBI Act, 1934)

General Reserve — 20.00

Depreciation as per Schedule II for 0.24 — earlier years

Balance carried to Balance Sheet 1,118.48 979.63

Balance carried to Balance Sheet 1,118.48 979.63

1.635.84 1,413.99

DIVIDEND

Directors recommend dividend of Rs 55 per share (previous year Rs 55 per share).

HOLDING COMPANY

Paharpur Cooling Towers Limited (PCTL) controls the composition of the Board of Directors of the Company. Consequently PCTL in terms of section 2(87)(i) read with Explanation (b) of the Companies Act, 2013 (hereinafter referred to as "the Act"), is the subsidiary of PCTL.

DIRECTORS

Mr. Gaurav Swarup (DIN 00374298) retires by rotation and being eligible offers himself for re-appointment.

During the year Mr. Vikram Swarup (DIN 00163543) resigned on 12.11.2014. The Board of Directors wishes to place on record its appreciation of service rendered by Mr. Swarup as a Director.

In accordance with Article 115 of the Articles of Association of the Company and section 161 of the Act, Ms. Binaisha Sundaram (DIN 06637130) was appointed as a woman director on 22.04.2015 to fill the casual vacancy caused by the resignationof Mr. Vikram Swarup. Ms. Binaisha would hold office only till the date up to which Mr. Vikram Swarup in whose place she was appointed would have held office, namely till the annual general meeting to be held in the year 2017.

On recommendation of the Nomination and Remuneration Committee, at the ensuing annual general meeting it is proposed to confirm the appointment of Ms. Binaisha Sundaram as an independent director in terms of section 149 of the Act, from 31.08.2015 up to 30.08.2020. Ms. Binaisha Sundaram is an independent director in compliance with clause 49 of the Listing Agreement with the Bombay Stock Exchange. She meets criteria of Independent director in accordance with section 149 of the Act. Pursuant to section 149 read with section 152 of the Act, she has to be confirmed as an independent director for a period of five years.

KEY MANAGERIAL PEROSONNEL

The Board of Directors has appointed the following Key Managerial Personnel (KMP) on 30.03.2015.

a. Mr. Gaurav Swarup, Managing Director.

b. Mr. A. K. Singhania, Chief Financial Officer.

c. Mr. Hirak Ghosh, Company Secretary.

All the above are also KMP of the PCTL. Therefore their appointment is covered by section 203(3) of the Act. Appointment of Mr. G Swarup as Managing Director is subject to approval of members at the ensuing annual general meeting. Tenure of Mr. Swarup is concurrent with his tenure as Managing Director in PCTL, i.e. up to 30.01.2017.

Incompliance with the Act and Listing Agreement with the BSE the following reports are attached.

Sr. Particulars Annexure No.

1. Corporate Governance Report with requisite certificate from the Practising Company Secretary (PCS) A

2. Management Discussion And Analysis Report B

3. Secretarial Audit Report C Refer Para on qualificatin in the Secretarial Report

4. A Statement containing salient features of the financial statement of New Holding and Trading Co. Ltd. D (wholly owned subsidiary) and KSB Pumps Limited (Associate Company) in Form AOC 1

5. Extract of Annual Return in Form MGT 9 E

6. Corporate Social Responsibility report in accordance with Section 135 of the Act read with the Rules F

7. Financial Summary/Highlights G

8. Consolidated Financial Statement H

NUMBER OF MEETINGS OF THE BOARD

During the financial year under review the Board of Directors met five times. The details are given in the Corporate Governance Report (Annexure A). All suggestions of the Audit Committee have been accepted by the Board.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) and sub section (5) of the Act, your Directors confirm that:

(a) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

(b) Appropriate accounting policies have been selected and applied consistently and that the judgements and estimates made are reasonable and prudent so as to give a true and fair view of the affairs of the Company for the year ended March 31, 2015 and of the profit for the year under review.

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

(d) the annual accounts have been prepared on a 'going concern' basis.

(e) internal financial controls have been laid down and followed by the company and such internal financial controls are adequate and operating satisfactorily.

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

AUDIT COMMITTEE

Members of the Audit Committee are Mr. A R Broacha, Mr. A K Modi and Mr. A V Setalvad. Details of the said committee are set out in the Corporate Governance Report (Annexure A).

A STATEMENT OF DECLARATION BY INDEPENDENT DIRECTORS

Mr. A R Broacha and Mr. A K Modi, independent directors have furnished declarations that they meet the criteria of independence as laid down under Section 149(6) of the Act, and clause 49 of the Listing Agreement.

POLICY ON DIRECTORS' APPOINTMENT, REMUNERATION AND CRITERIA OF INDEPENDENCE OF DIRECTORS

Nomination and Remuneration Committee recommends to the Board appointment of director.

With regard to remuneration, except Mr. G Swarup all the directors are non-executive director. Mr. Swarup will not draw any remuneration after 30.03.2015, the date of his appointment as KMP. Directors are paid sitting fee as well as commission based on the net profits of the Company. Mr. Gaurav Swarup has been paid commission based on profits for his tenure as non-executive director. The members have approved payment of commission within the limit laid down in the Act.

SECRETARIAL AUDIT REPORT

Pursuant to Section 204 of the Act, the Board of Directors has appointed Mayur Mehta, PCS as secretarial auditor. Secretarial Audit Report received from Mayur Mehta is enclosed (Annexure C).

Observations in the Report

a. "The Company has appointed Ms Binaisha Sundaram, woman director, in accordance with second proviso to section 149(1) of the Companies Act, 2013 and clause 49(II)(A)(1) of the Listing Agreement with BSE on 22.04.2015, i.e. after the close of the financial year ended 31.03.2015. The BSE has proposed penalty of Rs. 50,000 pursuant to directive of Securities Exchange Board of India."

b. "Penalty of Rs. 4961 paid to the BSE for late filing of shareholding pattern as at 31.03.2014 under clause 35 of the listing agreement."

Explanation

a. The Board of Directors had made intensive search for a suitable woman candidate who could be inducted as an independent woman director before 31.03.2015. Like many other corporates, the Company faced difficulty in selection of suitable candidate and therefore there was delay in the appointment.

b. There has been administrative delay.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company's principal business is dealing in investments and securities and it is registered as NBFC with the Reserve Bank of India. As nothing in Section 186 except sub Section (1) of the Act applies in accordance with Section 186(11) details are not required to be given. However Note Nos 7 and 9 of the attached financial statement gives details of the same.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

There are no material related party transactions during the year under review with the promoters, directors, Key Managerial Personnel and their relatives. Therefor no details are required to be disclosed in the Form AOC 2.

MATERIAL CHANGES AND FINANCIAL COMMITMENTS, IF ANY,

No material changes and financial commitments have occurred between the end of the financial year of the Company to which the balance sheet relates and the date of this Report.

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

There are no particulars to be disclosed with regard to

* conservation of energy,

* technology absorption and

* foreign exchange earnings and outgoings

RISK MANAGEMENT

The principal business of the company is dealing in investments and securities which are subject to market risks. The Board of Directors/Committee of Directors take policy decision on deployment of funds of the Company in securities market based on investment climate and economic conditions in the country and movement in the stock markets. The investment portfolio is periodically reviewed by the Board of Directors/ Committee of Directors and cautious approach is a key note of the policy to mitigate the risks.

CORPORATE SOCIAL RESPONSIBILITY

In accordance with the Section 135 of the Act read with the Companies (Corporate Social Responsibilities) Rules, 2014, the Corporate Social Responsibility Committee was constituted during the year.

As recommended by the CSR committee the Board has adopted CSR policy which is available on the Website of the Company.

The budgeted expenditure of Rs. 10 lakhs as recommended by the CSR Committee has been provided in the accounts for the year ended 31.03.2015. It is proposed to contribute to Jnana Prabodhini Shivapradesh, NGO for a project of setting up a small hostel facility for girls as Velhe in the state of Maharashtra. During the year the money could not be spent as the project identified by the Board of Directors needed funds for the financial year 2015-16.

CHANGE IN BUSINESS

There has been no change in the nature of business of the Company.

DEPOSITS

The Company had no deposits at the beginning of the Financial Year. It has not accepted any deposits from its members/directors. The Company does not have any outstanding deposits at the end of the Financial Year.

SIGNIFICANT MATERIAL ORDERS

Save as mentioned under the Secretarial Audit Report above, no significant and material orders have been passed by the regulators or courts or tribunals impacting the going concern status and the Company's operations in future.

INTERNAL FINANCIAL CONTROL

The quality of internal financial procedure and control observed by the management and its officials are commensurate with the size of the operations of the Company.

DISCLOSURE OF REMUNERATION VIS A VIS EMPLOYEES

No disclosure is required to be made pursuant to Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as there are only two male employees of the Company. Further non-executive directors are paid commission related to profits and fees. The Managing Director has been appointed on 30.03.2015 and he is not to be paid remuneration.

The Company has no employees covered under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

AUDITORS' REPORT

There are no qualification or adverse remarks in the Auditor's Report.

AUDITORS

In accordance with Section 139 of the Act, the Company at the Annual General Meeting held on 24th September, 2014 appointed M/s. V S Somani & Co., Chartered Accountants, the existing statutory auditors (being a sole proprietary firm) for a period of three years. The appointment was to be ratified by members at every annual general meeting thereafter.

In accordance with provisions of Section 139 of the Act, the Board of Directors has received consent and certificates of eligibility and compliance of criteria under Section 141 of the said Act from M/s. V S Somani & Co., Chartered Accountants, Mumbai. Members are requested to ratify the appointment of the existing statutory auditors M/s. V S Somani & Co., Chartered Accountants, and fix their remuneration.

On behalf of the Board of Directors A. V. SETALVAD Chairman

Registered Office:

125, Maker Chambers III, Nariman Point, Mumbai-400 021. Mumbai, May 28, 2015.


Mar 31, 2014

Dear members,

The Directors beg to submit their report and audited Balance Sheet and Statement of Profit and Loss Account of the Company for the year ended 31st March 2014.

1. ACCOUNTS:

2013 - 2014 2012 - 2013

Income 266.20 845.00

Expenditure:

(a) Expenses 50.31 60.22

(b) Provision for 17.17 --- Diminution in Long Term Investments

(c) Exceptional --- 5.96 Expenses

Profit before Taxation 198.72 778.82

Provision for Taxation:

Current Tax

- For the year 5.10 4.95

- Minimum alternate Tax credit (5.10) (4.95)

- Relating to earlier years --- ---

Net Profit after taxation 198.72 779.77

Add: Balance brought forward 1,215.27 1,043.86 from Balance Sheet

Profit for Appropriation 1,413.99 1,823.63

Appropriation:

Dividend 319.98 319.98

Tax on Dividend 54.38 54.38

Special Reserve (in terms of Section 45-IC of RBI Act, 1934) 40.00 156.00

General Reserve 20.00 78.00

Balance Carried to Balance Sheet 979.63 1,215.27

1,413.99 1,215.27

2. DIVIDEND:

Your Directors recommend a dividend of Rs. 55 per share (previous year Rs. 55 per share.)

3. CONSOLIDATED ACCOUNTS:

As per the requirement of SEBI, Consolidated Accounts in accordance with the Accounting Standard AS-21 have been annexed to this annual report.

4. SUBSIDIARY''S ACCOUNTS

Annual accounts for the year ended 31st March, 2014, of New Holding and Trading Company Limited (the Company''s wholly owned subsidiary) showing profit before tax of Rs.9 Lacs (previous year Rs.29 Lacs.) is attached.

5. DIRECTORS

Mr. V Swarup retires by rotation and being eligible, offers himself for reappointment.

Under Section 262 of the Companies Act, 1956 and Article 115 of the Articles of Association of the Company, Mr. A. K. Modi, was appointed on 11th September, 2013, as an Independent Director to fill a casual vacancy caused by the demise of Mr. V. C. Vaidya, one of the independent directors. In accordance with Section 262 of the Companies Act, 1956 corresponding to Section 161 of the Companies Act, 2013, Mr. Modi, holds office only till the date up to which Mr. V. C. Vaidya in whose place he was appointed would have held office, namely till the date of this Annual General Meeting.

Mr. Modi is an independent director in compliance with clause 49 of the Listing Agreement with the Bombay Stock Exchange. He also fulfills criteria of Independent Director in accordance with section 149 of the Companies Act, 2013. Pursuant to provisions of sections 149 and 152 of the Companies Act, he is to be appointed as an independent director at the annual general meeting initially for a period of five years.

Members at the annual general meeting held on 11th September, 2009, re- appointed Mr. A. R. Broacha, a director liable to retire by rotation. He is due to retire by rotation at the next annual general meeting. Mr. Broacha is an independent director in compliance with clause 49 of the Listing Agreement with the Bombay Stock Exchange. He also fulfills criteria of Independent Director in accordance with section 149 of the Companies Act, 2013. Pursuant to provisions of sections 149 and 152 of the Companies Act, he is to be confirmed as an independent director at the annual general meeting initially for a period of five years.

6. CORPORATE GOVERNANCE REPORT

A Report on Corporate Governance together with a Certificate from the Practicing Company Secretary confirming compliance with the conditions of Corporate Governance is annexed to this Report.

7. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report, forming part of this report, as required under Clause 49(IV)(F) of the Listing Agreement with the Stock Exchanges, is attached.

8. FIXED DEPOSITS

During the year under review, the Company has not accepted any deposits from the public.

9. TRANSFER TO THE INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

During the year, in accordance with section 205C of the Companies Act, 1956, an amount of Rs. 1,27,824/- being unclaimed dividends up to the accounting year ended 31st March, 2007, was transferred to the Investor Education & Protection Fund established by the Central Government.

10. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors confirm that:

(a) In the preparation of the annual accounts, the applicable accounting standards have been followed;

(b) Appropriate accounting policies have been selected and applied consistently and that the judgments and estimates made are reasonable and prudent so as to give a true and fair view of the affairs of the Company for the year ended March 31, 2014 and of the profit for the year under review.

(c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(d) the annual accounts have been prepared on a ''going concern'' basis.

11. AUDITORS

In accordance with Section 139 of the said Act read with rules made thereunder, the Company being a listed company, is required to appoint at the annual general meeting the existing retiring statutory auditors (individual) for a period of three years. The appointment is to be ratified by members at every annual general meeting thereafter. Messrs. V S Somani & Co., Chartered Accountants, the existing statutory auditors (being a sole proprietary firm) retires at the ensuing annual general meeting and is required to be appointed for a period of three years so as to hold office up to the conclusion of the third Annual General Meeting to be held after this meeting. In accordance with provisions of Section 139 of the said Act, the Board of Directors has received consent and certificates of eligibility and compliance of criteria under Section 141 of the said Act from Messrs. V S Somani & Co., Chartered Accountants. Members are requested to approve the appointment of the existing statutory auditors Messrs. V S Somani & Co., Chartered Accountants and fix their remuneration.

12. PARTICULARS OF EMPLOYEES

The Company has no employees covered under section 217 (2A) of the Companies Act, 1956.

13. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGOINGS

Your Company is not engaged in any manufacturing activities, and therefore, there are no particulars to be disclosed under the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, relating to conservation of energy or technology absorption.

14. COMPLIANCE CERTIFICATE

A copy of Compliance Certificate under section 383A of the Companies Act, 1956, for the year ended 31st March, 2014, received from Mr. Mayur Mehta, Practising Company Certificate, is annexed and form part of this report.

For and on behalf of the Board of Directors

A. V. SETALVAD Mumbai, May 28, 2014. Chairman


Mar 31, 2013

The Directors beg to submit their report and audited Balance Sheet and Statement of Profit and Loss Account of the Company for the year ended 31st March 2013.

1. ACCOUNTS:

Rs. in Lacs

2012-2013 2011-2012

Income 845.00 559.06

Expenditure:

(a) Expenses 60.22 45.49

(b) Adjustments to the carrying amount of current investments 18.88

(c) Exceptional expenses 5.96

Profit before Taxation 778.82 494.69

Provision for Taxation:

Current Tax

— for the year (4.95)

— relating to earlier years (0.95)

Deferred Tax (0.11)

(0.95) (0.11) Net Profit 779.77 494.80

Add: Balance brought forward from Balance Sheet 1,043.86 1,070.95

Profit for Appropriation 1,823.63 1,565.75

Appropriation:

Dividend 319.98 319.98

Tax on Dividend 54.38 51.91

Special Reserve (in terms of Section 45-IC of RBI Act, 1934) 156.00 100.00

General Reserve 78.00 50.00

Balance Carried to Balance Sheet 1,215.27 1,043.86

1,823.63 1,565.75

2. DIVIDEND:

From the profit of the year, your Directors recommend a dividend of Rs. 55.00 per share (previous year Rs.55.00 per Share).

3. CONSOLIDATED ACCOUNTS:

As per the requirement of SEBI, Consolidated accounts in accordance with Accounting Standard (AS) - 21 have been annexed to this Annual Report.

4. DIRECTORS:

In accordance with the provisions of the Companies Act, 1956 and the the Articles of Association of the Company, Mr. A. R. Broacha and Mr. A. V. Setalvad retire by rotation and, being eligible, offer themeselves for re-appointment

5. AUDITORS:

You are requested to appoint auditors for the current year and fix their remuneration. The retiring auditors, Messrs V. S. Somani & Co., Chartered Accountants, are eligible and offer themselves for re-appointment. The Company has received a certificate from Messrs V. S. Somani & Co., Chartered Accountants, to the effect that their re-appointment, if made, will be within the prescribed limits in Section 224(1-B) of the Companies Act, 1956.

6. DIRECTORS'' RESPONSIBILITY STATEMENT:

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

— in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

— accounting policies have been selected and applied consistently and that the judgements and estimates made 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.

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

— the annual accounts have been prepared on a going concern basis.

7 COMPLIANCE CERTIFICATE

A copy of Compliance Certificate U/s. 383A of the Companies Act. 1956, received from Mr. Mayur Mehta, Practising Company Secretary is annexed and form part of this report.

8 SUBSIDIARY''S ACCOUNTS:

New Holding And Trading Company Limited''s Accounts for the year ended March 31, 2013 are attached.

9 EMPLOYEES:

The Company has no employees covered under section 217(2A) of the Companies Act, 1956.

For and on behalf of the Board of Directors

A. V. SETALVAD

Mumbai, May 24, 2013. Chairman


Mar 31, 2011

Dear Members,

The Directors beg to submit their report and audited Balance Sheet and Profit and Loss Account of the Company for the year ended 31st March 2011.

1. ACCOUNTS:

Rs. in lacs

2010-2011 2009-2010

Income 636.00 366.24

Expenditure

(a) Expenses 28.61 21.41

(b) Provision for diminution in the value of Investment (current) 9.78 (47.62)

Profit before Taxation 597.61 392.45

Provision for Taxation :

Current Tax

- for the year 1.50 10.00

- relating to earlier year (0.16) 11.13

Deferred Tax (0.01) (0.02) 1.33 21.11

Net Profit 596.28 371.34

Add: Balance brought forward from Balance Sheet 1,026.20 876.76

Profit for Appropriation 1,622.48 1,248.10

Appropriation:

Dividend 319.98 93.08

Tax on Dividend 51.55 15.82

Special Reserve (in terms of Section 45-IC of RBI Act, 1934) 120.00 75.00

General Reserve 60.00 38.00

Balance Carried to Balance Sheet 1,070.95 1,026.20

1,622.48 1,248.10

2. DIVIDEND:

From the profit of the year, your Directors recommend an increased dividend of Rs. 55.00 per share (previous year Rs. 16.00 per Share)

3. CONSOLIDATED ACCOUNTS:

As per the requirement of SEBI, Consolidated accounts in accordance with Accounting Standard (AS) - 21 have been annexed to this Annual Report.

4. DIRECTORS:

In accordance with the provisions of the Companies Act, 1956 and the the Articles of Association of the Company, Mr. V. C. Vaidya and Mr. A. V. Setalvad retire by rotation and, being eligible, offer themeselves for re-appointment.

5. AUDITORS:

You are requested to appoint auditors for the current year and fix their remuneration. The retiring auditors, Messrs N. M. Raiji & Co., Chartered Accountants, have expressed their unwillingness to seek re-appointment as the same would not be within the limits under Section 224(1B) of the Companies Act, 1956. It is proposed to appoint Messrs V.S. Somani & Co., Chartered Accountants, as Statutory Auditors of the Company for the year 2011 - 2012. A special notice has been received from a member of the Company in terms of provision of the Companies Act,1956, signifying intension to propose the appointment of Messrs V. S. Somani & Co, Chartered Accountants as Statutory Auditors of the Company. The Company has received a certificate from Messrs. V. S. Somani & Co., Chartered Accountants, to the effect that their appointment, if made, will be within the prescribed limits specified in at Section 224 (1-B) of the Companies Act, 1956.

6. DIRECTORS' RESPONSIBILITY STATEMENT:

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

* in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

* accounting policies have been selected and applied consistently and that the judgements and estimates made 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.

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

* the annual accounts have been prepared on a going concern basis.

7. COMPLIANCE CERTIFICATE

A copy of Compliance Certificate U/s.383A of the Companies Act.1956, received from Ragini Chokshi & Co., Company Secretaries, is annexed and form part of this report.

8. SUBSIDIARY'S ACCOUNTS:

New Holding And Trading Company Limited's Accounts for the year ended March 31, 2011 are attached.

9. EMPLOYEES:

The Company has no employees covered under Section 217 (2A) of the Companies Act, 1956.

For and on behalf of the Board of Directors

Place : Mumbai A.V. SETALVAD

Date : 23rd May, 2011 CHAIRMAN


Mar 31, 2010

The Directors beg to submit their report and audited Balance Sheet and Profit and Loss Account of the Company for the year ended 31 st March 2010.

1. ACCOUNTS: Rs. in lacs

2009-2010 2008- 2009

Income 366.24 355.36

Expenditure

(a) Expenses 21.41 20.33

(b) Provision for diminution in the value of Investment (current) (47.62) 40.13

Profit before Taxation 392.45 294.90

Provision for Taxation :

Current Tax

-for the year 10.00 --

- relating to earlier year 11.13 1.25

Deferred Tax (0.02) (0.04)

Fringe Benefit Tax - 0.05

21.11 1.26

Net Profit 371.34 293.64

Add: Balance brought forward from Balance Sheet 876.76 754.80

Profit for Appropriation 1,248.10 1,048.44

Appropriation:

Dividend 93.08 69.81

Tax on Dividend 15.82 11.87

Special Reserve (in terms of Section 45-IC of RBI Act, 1934) 75.00 60.00

General Reserve 38.00 30.00

Balance Carried to Balance Sheet 1,026.20 876.76

1,248.10 1,048.44

2. DIVIDEND:

From the profit of the year, your Directors recommend a dividend of Rs. 16.00 per share (previous year Rs.12.00 per Share)

3. CONSOLIDATED ACCOUNTS:

As per the requirement of SEBI, Consolidated accounts in accordance with Accounting Standard (AS)-21 have been annexed to thisAnnual Report.

4. DIRECTORS:

In accordance with the provisions of the Companies Act, 1956 and the the Articles of Association of the Company, Mr.V. C. Vaidya and Mr. A. R. Broacha retire by rotation and, being eligible, offer themeselves for re-appointment.

5. AUDITORS:

You are requested to appoint auditors for the current year and fix their remuneration. The retiring auditors, Messrs N. M. Raiji & Co., Chartered Accountants, are eligible and offer themselves for re-appointment. The Company has received a certificate from Messrs N. M. Raiji & Co. to the effect that their re-appointment, if made, will be within the presscribed limits in Section 224(1-B) of the Companies Act, 1956.

6. DIRECTORS RESPONSIBILITY STATEMENT:

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

* in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

* accounting policies have been selected and applied consistently and that the judgements and estimates made 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 thefinancial year and of the profit of the Company for that period.

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

* the annual accounts have been prepared on a going concern basis.

7 COMPLIANCE CERTIFICATE

A copy of Compliance Certificate U/s.383A of the Companies Act. 1956, received from Ragini Chokshi & Co., Company Secretaries, is annexed and form part of this report.

8 SUBSIDIARYS ACCOUNTS:

New Holding And trading Company Limiteds Accounts for the year ended March 31,2010 are attached.

9 EMPLOYEES:

The Company has no employees covered under Section 217 (2A) of the Companies Act, 1956.

For and on behalf of the Board of Directors

A. V. SETALVAD

Mumbai, 22nd June, 2010 Chairman



 
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