Directors Report of Investment & Precision Castings Ltd.

Mar 31, 2018

To

The Members

The Directors have pleasure in presenting the Directors’ Report and audited statement of accounts of the Company for the period ended on March 31, 2018.

1. Financial Results:

(Rs. in Lacs)

		2017-2018	2016-2017
Total Income		10804.41	9229.31
Profit Before Taxation		1201.65	624.75
Less:	Tax Expenses:
1.	Current	270.00	220.00
2.	Deferred	133.60	-9.89
3.	Earlier Years’ Tax	0.00	-6.19
Profit After Taxation		798.05	420.83
Which has been appropriated as follows:
1.	Proposed Dividend	125.00	62.50
2.	Corporate Dividend Tax	25.69	12.72
3.	General Reserve	647.36	348.58

2. Operations: The total Income during the year went up by over 17 % over the previous year. The profit before finance costs, depreciation and tax (EBITDA) increased to Rs. 2125.95 Lacs from Rs. 1509.50 Lacs in the previous year.

There are no material changes and commitments which affect the financial position of the Company as on the date of this report since March 31, 2018.

There was no change in the nature of the business during the year under review.

3. Dividend: The Directors are pleased to recommend a Dividend for the period ended March 31, 2018 @ Rs. 2.50 per share on 50,00,000 Equity Shares (i.e. 25.00 %) amounting to Rs. 125.00 Lacs for financial year 2017-2018, as against Rs. 1.25 per share, amounting to Rs. 62.50 Lacs for last financial year 2016-2017, subject to approval of the members at this Annual General Meeting.

4. Conservation of Energy, Research and Development, Technology Up gradation/Absorption, Foreign Earnings and Outgo:

The Company’s principle product is “Un machined and Machined, Ferrous and Non-ferrous alloys Investment Castings”. The Government has not classified the said category of product for giving information relating to the Conservation of Energy, Research and Development, Technology Up gradation/Absorption, Foreign Earnings and Outgo.

However, the company is undergoing such activities regularly, and the details are furnished in the Annexure A on voluntary basis.

5. Research & Development: Product Development and Process Improvements actively continued during the year.

6. Wind Power Project: The Company’s two Wind Turbine Generators are operating satisfactorily.

7. Director and Key Managerial Personnel: The Details of appointment/re-appointment of the Director:

7.1 Smt. Vishakha P. Tamboli (DIN 06600319) retires by rotation as required by the Companies Act, 2013 and being eligible, offers herself for re-election.

7.2 Shri R. K. Menon, Executive Director has resigned from the Board Of Directors of the Company effective from the close of office hours on January 30, 2018. The Board places on record its sincere appreciation for the outstanding contribution made by Shri R. K. Menon for the growth of the Company.

7.3 Further, Shri R. K. Menon has been appointed as the Chairman Emeritus effective from January 31, 2018.

7.4 Shri Piyush I. Tamboli has been re-appointed as the Chairman and Managing Director for further period of five years effective from 1.6.2018, subject to approval of the members in this 43^rd annual general meeting.

7.5 Shri B. Pratapkumar has been appointed as additional director and Whole Time Director with the title “Assistant Vice President Operations “AVPOP” for a period of five years effective from 24.5.2018. subject to approval of the members in this 43^rd annual general meeting.

The particulars of Directors/employees and the remuneration paid to directors is given in the Annexure to the Directors’ Report as required under section 197 (12) of the Companies Act, 2013

8. Declaration from Independent Directors: The Company has received necessary declaration from each Independent Director of the Company under section 149 (7) of the Companies Act, 2013 that the Independent Director of the Company meet with the criteria of their Independence laid down in Section 149 (6).

9. Audit Committee: The Audit Committee comprises of Independent Directors namely Shri Akshay R. Shah (Chairman), Shri J. M. Mapgaonkar, Shri Girish C. Shah and Shri Piyush I. Tamboli as other Members. All the recommendations made by the Audit Committee were accepted by the Board.

10. Policy laid down by the Nomination and Remuneration Committee for remuneration of Directors, Key Managerial Persons (KMP) and other employees and the criteria formulated by the committee for determining qualifications, positive Attributes, Independence of a Director. Please refer Annexure B attached to this report.

11. Vigil Mechanism: The Vigil Mechanism of the Company, which also incorporates a whistle blower policy in terms of the Listing Regulations, includes an Ethics & Compliance Task force comprising senior executives of the Company. Protected disclosures can be made by a whistle blower through an e-mail, or telephone line or a letter to the Chairman of the Audit Committee. The policy on vigil mechanism and whistle blower policy may be accessed on the Company’s website at the address www.ipcl.in.

12. Directors’ Responsibility Statement: Your Directors confirm that:

a) in the preparation of the annual accounts, the applicable accounting standards read with requirements set out under Schedule III to the Companies Act, 2013, have been followed and there are no departure from the same;

b) they have selected prudent accounting policies;

c) they 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;

d) they have prepared the annual accounts on a ‘going concern’ basis;

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

13. Information about the Financial Performance/Financial Position of the Subsidiary: The summary information on the balance sheet of the subsidiary company is given in this annual report on Page No. 74

14. Extract of Annual Return: Extract of Annual Return of the Company is annexed herewith as Annexure C to this report.

15. Secretarial Audit Report: The Board has appointed CS Alpesh Dhandhalya, practising company secretary, of M/s. CS Alpesh Dhandhalya & Associates, Companies Secretaries, Ahmedabad, to conduct Secretarial Audit for the financial year 2017-2018. The Secretarial Audit Report for the financial year ended March 31, 2018 contains no reservation and remarks.

A copy of this report issued by M/s. CS Alpesh Dhandhalya & Associates, Companies Secretaries, Ahmedabad is enclosed as Annexure D with this report.

16. Significant and Material orders passed by the Regulators: During the year there were no orders passed by the regulators which affected the going concern of the Company’s operation, present and future.

17. Internal Financial Controls: The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation was observed.

18. Particulars of Loans given, Investments made, Guarantees given and Securities provided: Particulars of loans given, investment made along with the purpose for which the loan is proposed to be utilised by recipient are provided in the standalone financial statement. (Please refer to note 4 & 5 to the standalone statement).

19. Risks Management Policy: The Company manages, and monitors on the principal risks and uncertainties that can impact its ability to achieve its objectives.

20. Corporate Social Responsibility Policy and annual report on CSR: In pursuant to the provisions of section 135 and schedule VII of the Companies Act, 2013, CSR Committee of the Board of Directors was formed to recommend (a) the policy on Corporate Social Responsibility (CSR) and (b) implementation of the CSR Projects or Programs to be undertaken by the Company as per CSR Policy for consideration and approval by the Board of Directors.

Till Date the Company has made certain activities under the CSR project on voluntarily basis as the company is not falling under the defined criteria applicable to the company under the Companies Act, 2013.

From financial year 2018-2019 the Company is now falling under the defined criteria applicable to the company under the Companies Act, 2013 and therefore the Company will undergo spending under the CSR Provisions as applicable.

21. Related Party Transactions: All contracts/arrangements/transactions entered during the financial year with related parties were in the ordinary course of the business and on arm’s length basis. During the year, the company had not entered into any contract/arrangement/transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions.

22. Cost Audit: Your company carries out an audit of cost records relating to the principle product of the Company viz. “Un machined and Machined, Ferrous and Non-ferrous alloys Investment Castings” according to the requirement of the Central Government and pursuant to Section 148 of the Companies Act, 2013 as amended from time to time. Your company has proposed to appoint M/s. Parmaar Rajani & Associates, Cost Accountants (FRN 000414) Bhavnagar, subject to approval of the members in this meeting, as the Cost Auditors to audit the cost accounts of the Company for the Financial Year 2018-2019. The Cost audit is presently applicable to the company according to the revised guideline for limit of turnover for cost audit under the Companies Act, 2013 as amended from time to time.

23. Listing with Stock Exchanges: The Company is listed on The Bombay Stock Exchange Ltd. (BSE) since 1976. The company has paid listing fees to BSE for 2017-18 and 2018-19.

24. Corporate Governance and Shareholders Information: The Company has complied with amended clause of Listing Regulations concerning strength of independent directors on the Board before March 31, 2018.

25. Secretarial Standards: The Company has complied with amended secretarial standards.

26. Segment Reporting: As all the manufacture is of one class of products, segment wise reporting of the results is not applicable to your Company.

27. Accounting for Taxes on income: Deferred Tax Liability of Rs. 133.60 Lacs, has been debited to the amount available for appropriation for the current Financial Year, 2017-2018.

28. Management Discussion & Analysis: The Management Discussion & Analysis is also enclosed.

29. Quality: Your Company has a dedicated and efficient Quality Assurance (“QA”) team is monitoring product quality. The team also looks after all the audit of various Quality System related certificates and adhere and implement the requirement of audit conducted by the auditors of various certificate.

30. Insurance: All the assets of the Company, viz. Buildings, plant and machineries, Stocks, etc. are adequately insured and the insurance is renewed from time to time as per the due dates during the year.

31. Human Resources: Your Company considers its employee as the valuable assets of the Company. The Company regularly organises various training programme at all level to enhance skill of the employees. The employees are fully committed to the growth of the Company.

32. Formal Annual Evaluation: The Board of Directors has carried out annual evaluation of its own performance, its committees and individual Directors pursuant to the requirements of the Act and the Listing Regulations.

Further, the Independent Directors, at their exclusive meetings held on 23.5.2017 and on 24.5.2018 reviewed the performance of the Board, its Chairman and Non-Executive Directors and other items as stipulated under the Listing Regulations.

33. Sexual Harassment Policy: Your Company has adopted a Policy on Sexual Harassment in line with the provisions of Sexual Harassment of Workmen at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules made there under.

34. General: Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

a) Details relating to deposits covered under Chapter V of the Companies Act, 2013.

b) No significant or material orders were passed by the Regulations or Courts or Tribunals which impact the going concern status and Company’s operations in future.

c) Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

35. Appreciation: The Directors thank the Bankers, Bank of Baroda, and the concerned authorities of the Government for their co-operation, and also record their appreciation for the efforts put in by the employees.

Registered Office: ON BEHALF OF THE BOARD OF DIRECTORS

Nari Road, Bhavnagar Piyush I. Tamboli

Gujarat 364 006 India CHAIRMAN & MANAGING DIRECTOR

Dated May 24, 2018 DIN 00146033

CIN: L27100GJ1975PLC002692

E-mail: [email protected] [email protected]

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Mar 31, 2017

To

The Members

The Directors have pleasure in presenting the Directors'' Report and audited statement of accounts of the Company for the period ended on March 31, 2017.

1. Financial Results:

(Rs. in Lacs)

	2016-2017	2015-2016
Total Income	8974.34	8275.25
Profit Before Taxation	630.64	446.15
Less: Tax Expenses:
1. Current	220.00	128.00
2. Deferred	-6.96	31.66
3 Earlier Years ‘Tax	-6.19	—
Profit After Taxation	423.80	286.49
Which has been appropriated as follows:
1. Proposed Dividend	62.50	35.00
2. Corporate Dividend Tax	12.72	7.13
3. General Reserve	348.58	244.36

2. Operations: The total Income during the year went up by over 7 % over the previous year. The profit before finance costs, depreciation and tax (EBITDA) increased to Rs.1515.13 Lacs from Rs. 1317.72 Lacs in the previous year.

There are no material changes and commitments which affect the financial position of the Company as on the date of this report since March 31, 2017.

There was no change in the nature of the business during the year under review.

3. Dividend: The Directors are pleased to recommend a Dividend for the period ended March 31, 2017 @ Rs. 1.00 per share and further special dividend @ Rs. 0.25 per share on 50,00,000 Equity Shares. Therefore, the total final dividend for financial year 2016-2017 will be Rs. 1.25 per equity share (i.e.12.50%) amounting to Rs. 62.50 Lacs as against Rs. 0.70 per share, amounting to Rs. 35.00 Lacs for last financial year 2015-2016, subject to approval of the members at this Annual General Meeting.

4. Conservation of Energy, Research and Development, Technology Up gradation/Absorption, Foreign Earnings and Outgo:

The Company’s principle product is "Un machined and Machined, Ferrous and Non-ferrous alloys Investment Castings". The Government has not classified the said category of product for giving information relating to the Conservation of Energy, Research and Development, Technology Up gradation/Absorption, Foreign Earnings and Outgo.

However, the company is undergoing such activities regularly, and the details are furnished in the Annexure A on voluntary basis.

4. Research & Development: Product Development and Process Improvements actively continued during the year.

5. Wind Power Project: The Company''s two Wind Turbine Generators are operating satisfactorily.

6. Director and Key Managerial Personnel: The Details of re-appointment of the Director:

6.1 Smt. Vishakha P. Tamboli (DIN 06600319) retires by rotation as required by the Companies Act, 2013, and being eligible, offers herself for re-election.

The particulars of Directors/employees and the remuneration paid to directors is given in the Annexure to the Directors'' Report as required under section 197 (12) of the Companies Act. 2013

6.2 Sad Demise of Shri I F Tamboli, Chairman Emeritus of the Company:

The Board takes note with deep regrets of the sad demise of Shri I F Tamboli. Chairman Emeritus, who peacefully left for his heavenly abode on October 26, 2016 at the age of 86 He was an Industrialist and a noble person in nature. Shri I F Tamboli was associated with the company since inception and held positions of Promoter Director & Chairman during the tenure of his directorship on the Board of Directors of the Company till 1.4.2010. He inspired and motivated IPCL family in a big way, throughout IPCL history. It is a huge and irreparable loss to entire IPCL family May his departed soul rest in eternal peace.

The Board places on record its sincere appreciation for the outstanding contribution made by Shri I F Tamboli for the growth of the Company since inception.

7. Declaration from Independent Directors: The Company has received necessary declaration from each Independent Director of the Company under section 149 (7) of the Companies Act, 2013 that the Independent Director of the Company meet with the criteria of their Independence laid down in Section 149 (6).

8. Audit Committee: The Audit Committee comprises of Independent Directors namely Shri Akshay R Shah (Chairman), Shri J. M. Mapgaonkar, Shri Girish C. Shah and Shri Piyush I. Tamboli as other Members. All the recommendations made by the Audit Committee were accepted by the Board.

9. Policy laid down by the Nomination and Remuneration Committee for remuneration of Directors, Key Managerial Persons (KMP) and other employees and the criteria formulated by the committee for determining qualifications, positive Attributes. Independence of a Director. Please refer Annexure B attached to this report.

10. Vigil Mechanism: The Vigil Mechanism of the Company, which also incorporates a whistle blower policy in terms of the Listing Agreement, includes an Ethics & Compliance Task force comprising senior executives of the Company. Protected disclosures can be made by a whistle blower through an e-mail, or telephone line or a letter to the Chairman of the Audit Committee. The policy on vigil mechanism and whistle blower policy may be accessed on the Company''s website at the address www.ipcl.in.

11. Directors’ Responsibility Statement: Your Directors confirm that:

a) in the preparation of the annual accounts, the applicable accounting standards read with requirements set out under Schedule III to the Companies Act, 2013, have been followed and there are no departure from the same;

b) they have selected prudent accounting policies;

c) they 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;

d) they have prepared the annual accounts on a "going concern’ basis;

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

12. Information about the Financial Performance/Financial Position of the Subsidiary: The summary information on the balance sheet of the subsidiary company is given in this annual report on Page No. 68

13. Extract of Annual Return: Extract of Annual Return of the Company is annexed herewith as Annexure C to this report

14. Secretarial Audit Report: The Board has appointed CS Alpesh Dhandhalya, practising company secretary, of M/s. CS Alpesh Dhandhalya & Associates, Companies Secretaries, Ahmedabad, to conduct Secretarial Audit for the financial year 2016-2017. The Secretarial Audit Report for the financial year ended March 31, 2017 contains no reservation and remarks.

A copy of this report issued by M/s. CS Alpesh Dhandhalya & Associates, Companies Secretaries, Ahmedabad is enclosed as Annexure D with this report.

15. Significant and Material orders passed by the Regulators: During the year there were no orders passed by the regulators which affected the going concern of the Company’s operation, present and future.

16. Internal Financial Controls: The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation was observed.

17. Particulars of Loans given, Investments made, Guarantees given and Securities provided:

Particulars of loans given, investment made along with the purpose for which the loan is proposed to be utilized by recipient are provided in the standalone financial statement. (Please refer to note 11, 12, 16 and 35 to the standalone statement).

18. Risks Management Policy: The Company manages, and monitors on the principal risks and uncertainties that can impact its ability to achieve its objectives.

19. Corporate Social Responsibility Policy and annual report on CSR: In pursuant to the provisions of section 135 and schedule VII of the Companies Act, 2013, CSR Committee of the Board of Directors was formed to recommend (a) the policy on Corporate Social Responsibility (CSR) and (b) implementation of the CSR Projects or Programs to be undertaken by the Company as per CSR Policy for consideration and approval by the Board of Directors.

The Company has made certain activities under the CSR project on voluntarily basis as the company is not falling under the defined criteria applicable to the company under the Companies Act, 2013.

20. Related Party Transactions: All contracts/arrangements/transactions entered during the financial year with related parties were in the ordinary course of the business and on arm''s length basis. During the year, the company had not entered into any contract/arrangement/transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions.

Your Directors draw attention of the members to Note 35 to the Standalone financial statement which sets out related party disclosures.

21. Cost Audit: Your company carries out an audit of cost records relating to the principle product of the Company viz. “Un machined and Machined, Ferrous and Non-ferrous alloys Investment Castings" according to the requirement of the Central Government and pursuant to Section 148 of the Companies Act, 2013 as amended. Your company has proposed to appoint M/s. S.K. Rajani, Cost Accounts, Bhavnagar, subject to approval of the members in this meeting, as the Cost Auditors to audit the cost accounts of the Company for the Financial Year 2016-2017. The Cost audit is presently applicable to the company according to the revised guideline for limit of turnover for cost audit under the Companies Act, 2013 as amended.

22. Listing with Stock Exchanges: The Company is listed on The Bombay Stock Exchange Ltd. (BSE) since 1976. The company has paid listing fees to BSE for 2016-17 and 2017-18.

23. Corporate Governance and Shareholders Information: The Company has complied with amended clause of listing agreement concerning strength of independent directors on the Board before March 31. 2017.

24. Secretarial Standards: The Company has complied with amended secretarial standards.

25. Segment Reporting: As all the manufacture is of one class of products, segment wise reporting of the results is not applicable to your Company.

26. Accounting for Taxes on income: Deferred Tax Asset of Rs. 6.96 Lacs, resulting from application of the Accounting Standard AS-22, has been credited to the amount available for appropriation for the current Financial Year, 2016-2017.

27. Management Discussion & Analysis: The Management Discussion & Analysis is also enclosed.

28. Quality: Your Company has a dedicated and efficient Quality Assurance fQA") team is monitoring product quality. The team also looks after all the audit of various Quality System related certificates and adhere and implement the requirement of audit conducted by the auditors of various certificate.

29. Insurance: All the assets of the Company, viz. Buildings, plant and machineries. Stocks, etc. are adequately insured and the insurance is renewed from time to time as per the due dates during the year.

30. Human Resources: Your Company considers its employee as the valuable assets of the Company. The Company regularly organizes various training programme at all level to enhance skill of the employees. The employees are fully committed to the growth of the Company.

31. Formal Annual Evaluation: The Board of Directors has carried out as annual evaluation of its own performance, its committees and individual Directors pursuant to the requirements of the Act and the Listing Regulations.

Further, the Independent Directors, at their exclusive meetings held on 26.7.2016 and on 23.5.2017 reviewed the performance of the Board, its Chairman and Non-Executive Directors and other items as stipulated under the Listing Regulations.

32. Sexual Harassment Policy: Your Company has adopted a Policy on Sexual Harassment in line with the provisions of Sexual Harassment of Workmen at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules made there under.

33. Auditors: The members will be requested at this Meeting to appoint new Auditors M/s. PARKS Company, Chartered Accountants, Bhavnagar and fix their remuneration.

34. General: Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

a) Details relating to deposits covered under Chapter V of the Companies Act, 2013.

b) No significant or material orders were passed by the Regulations or Courts or Tribunals which impact the going concern status and Company’s operations in future.

c) Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention. Prohibition and Redressal) Act. 2013.

35. Appreciation: The Directors thank the Bankers, Bank of Baroda, and the concerned authorities of the Government for their co-operation, and also record their appreciation for the efforts put in by the employees.

Registered Office. ON BEHALF OF THE BOARD OF DIRECTORS

Nari Road. Bhavnagar Piyush I. Tamboli

Gujarat 364 006 CHAIRMAN & MANAGING DIRECTOR

Dated May 23, 2017 DIN 00146033

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Mar 31, 2015

The Members

The Directors have pleasure in presenting the Directors'' Report and audited statement of accounts of the Company for the period ended on March 31,2015.

1. Financial Results:

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

Total Income 7487.45 6949.46

Profit Before Taxation 309.34 229.69

Less: Tax Expenses:

1. Current 77.00 83.00

2. Deferred 18.84 -13.14

3. Earlier Years'' Tax -1.87 0.68

Profit After Taxation 215.36 159.14

Which has been appropriated as follows:

1. Proposed Dividend 25.00 25.00

2. Corporate Dividend Tax 5.09 4.25

3. General Reserve 185.27 129.89

2. Operations: The total Income during the year went up by over 7 % over the previous year. The profit before finance costs, depreciation and tax (EBITDA) increased to Rs. 1152.51 Lacs from Rs. 1129.53 Lacs in the previous year.

There are no material changes and commitments which affect the financial position of the Company as on the date of this report since March 31,2015.

There was no change in the nature of the business during the year under review.

3. Dividend: The Directors are pleased to recommend a Dividend for the period ended March 31, 2015 @ Rs. 0.50 per share on 50, 00,000 Equity Shares for financial year 2014-2015 amounting to Rs. 25.00 Lacs as against Rs. 0.50 per share, amounting to Rs. 25.00 Lacs for last financial year 2013-2014, subject to approval of the members at this Annual General Meeting.

4. Research & Development: Product Development and Process Improvements actively continued during the year.

5. Wind Power Project: The Company''s two Wind Turbine Generators are operating satisfactorily.

6. Director and Key Managerial Personnel: The Details of re-appointment of the Directors:

Smt. Vishakha P. Tamboli (DIN 06600319) retires by rotation as required by the Companies Act, 2013, and being eligible, offers herself for re-election.

Shri Akshay R. Shah (DIN 00367382) and Shri Girish C. Shah (DIN 03009213) and Shri J. M. Mapgoankar (DIN 00348345) are being appointed for a period of five years and for a four years respectively as Independent Directors under Section 149 of the Companies Act 2013 and Clause 49 of the Listing Agreement to hold office from the conclusion of this meeting until the conclusion of the next Annual General Meeting of the Company in the calendar year 2020 and in the calendar year 2019 respectively.

Shri R. K. Menon has been re-appointed as the Whole Time Director with the title "EXECUTIVE DIRECTOR" for a further period of five years effective from 1.5.2015.

7. Declaration from Independent Directors: The Company has received necessary declaration from each Independent Director of the Company under section 149 (7) of the Companies Act, 2013 that the Independent Director of the Company meet with the criteria of their Independence laid down in Section 149 (6).

8. Audit Committee: The Audit Committee comprises Independent Directors namely Shri Akshay R. Shah (Chairman), Shri J. M. Mapgaonkar, Shri Girish C. Shah and Shri Piyush I. Tamboli as other Members. All the recommendations made by the Audit Committee were accepted by the Board.

9. Policy laid down by the Nomination and Remuneration Committee for remuneration of Directors, Key Menegarial Persons (KMP) and other employees and the criteria formulated by the committee for determining qualifications, positive Attributes, Independence of a Director. Please refer Annexure A attached to this report.

10. Vigil Mechanism: The Vigil Mechanism of the Company, which also incorporates a whistle blower policy in terms of the Listing Agreement, includes an Ethics & Compliance Task force comprising senior executives of the Company. Protected disclosures can be made by a whistle blower through an e-mail, or telephone line or a letter to the Chairman of the Audit Committee. The policy on vigil mechanism and whistle blower policy may be accessed on the Company''s website at the address www.ipcl.in.

11. Directors'' Responsibility Statement: Your Directors confirm that:

a) in the preparation of the annual accounts, the applicable accounting standards read with requirements set out under Schedule III to the Companies Act, 2013, have been followed and there are no departure from the same;

b) they have selected prudent accounting policies;

c) they 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;

d) they have prepared the annual accounts on a ''going concern'' basis;

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

12. Information about the Financial Performance/Financial Position of the Subsidiary: The summary information on the balance sheet of the subsidiary company is given in this annual report on page No. 67

13. Extract of Annual Return: Eextract of Annual Return of the Company is annexed herewith as Annexure B to this report.

14. Secretarial Audit Report: The Board has appointed CS Alpesh Dhandhalya, practising company secretary, of CS Alpesh Dhandhalya & Associates, Companies Secretaries, Ahmedabad, to conduct Secretarial Audit for the financial year 2014-2015. The Secretarial Audit Report for the financial year ended March 31,2015 contains reservation and remarks regarding:

Appointment of Company Secretary and Chief Financial Officer to be made pursuant to the provisions section 203 of the companies Act, 2013 and rules made thereunder, applicable for financial year 2014-15

In this regard the company wish to inform that the company has made appointments for the post of chief financial officer and the company secretary as on 20.10.2014 and as on 1.2.2015 respectively.

E-voting facility to be provided to the Members of the Company in their Annual General Meeting held on 07th August. 2014 pursuant to the Clause 35B of the Listing Agreement and SEBI circular No. CIR/CFD/POLICY CELL/2/2014 dated 17th April, 2014.

In this connection, the company wish to inform that for providing e-voting facility to the members, the company followed reference of the circular No. 1/34/2013-CL-V of MCA Govt. of India dated 17.6.2014 in which it was decided not to treat the relevant provision as mandatory till 31.12.2014 and in view of this, the Company was not required to provide e-voting for AGM held on 7.8.2014.

The Company has not promptly notified to the Stock Exchanges regarding appointment of Company Secretary as per Clause 30 of the Listing Agreement.

In this regard the company wish to inform that the Company has since complied with the said requirement and informed to the Stock Exchange for the same.

A copy of this report issued by CS Alpesh Dhandhalya & Associates, Companies Secretaries, Ahmedabad is enclosed as Annexure C with this report.

15. Significant and Material orders passed by the Regulators: During the year there were no orders passed by the regulators which affected the going concern of the Company''s operation, present and future.

16. Internal Financial Controls: The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation were observed.

17. Particulars of Loans given, Investments made, Guarantees given and Securities provided:

Particulars of loans given, investment made along with the purpose for which the loan is proposed to be utilised by recipient are provided in the standalone financial statement. (Please refer to note 11, 12, 16 and 34 to the standalone statement).

18. Risks Management Policy: The Company manages, and monitors on the principal risks and uncertainties that can impact its ability to achieve its objectives.

19. Corporate Social Responsibility Policy and annual report on CSR: In pursuant to the provisions of section 135 and schedule VII of the Companies Act, 2013, CSR Committee of the Board of Directors was formed to recommend (a) the policy on Corporate Social Responsibility (CSR) and (b) implementation of the CSR Projects or Programs to be undertaken by the Company as per CSR Policy for consideration and approval by the Board of Directors.

20. Related Party Transactions: All contracts/arrangements/transactions entered during the financial year with related parties were in the ordinary course of the business and on arm''s length basis. During the year, the company had not entered into any contract/arrangement/transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions.

Your Directors draw attention of the members to Note 34 to the Standalone financial statement which sets out related party disclosures.

21. Cost Audit: Your company carries out an audit of cost records relating to the principle product of the Company viz. "Un machined and Machined, Ferrous and Non-ferrous alloys Investment Casting" according to the requirement of the Central Government and pursuant to Section 148 of the Companies Act, 2013. Your company has proposed to appoint M/s. S. K. Rajani, Cost Accountants, Bhavnagar, subject to the approval of the members in this meeting, as the Cost Auditors to audit the cost accounts of the company for the Financial Year 2015-2016.

22. Listing with Stock Exchanges: The Company is listed on The Bombay Stock Exchange Ltd. (BSE) since 1976. The company has paid listing fees to BSE for 2014-15 and 2015-16.

23. Corporate Governance and Shareholders Information: The Company has complied with amended Clause 49 of listing agreement concerning strength of independent directors on the Board before March 31,2015.

24. Secretarial Standards: The Company has complied with amended secretarial standards except those notes mentioned in the secretarial audit report for 2014-15 The explanation for those notes are given under Para No.14 here above.

25. Segment Reporting: As all the manufacture is of one class of products, segment wise reporting of the results is not applicable to your Company.

26. Accounting for Taxes on income: Deferred Tax Liability of Rs. 18.84 Lacs, resulting from application of the Accounting Standard AS-22, has been debited to the amount available for appropriation for the present Financial Year, 2014-2015.

27. Management Discussion & Analysis: The Management Discussion & Analysis is also enclosed.

28. Auditors: The members will be requested at this Meeting to appoint Auditors and fix their remuneration. M/s. Sanghavi & Co., the existing Auditors, are eligible for re-appointment.

29. General: Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

a) Details relating to deposits covered under Chapter V of the Companies Act, 2013.

b) No significant or material orders were passed by the Regulations or Courts or Tribunals which impact the going concern status and Company''s operations in future.

Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

30. Appreciation: The Directors thank the Bankers, Bank of Baroda, and the concerned authorities of the Government for their co-operation, and also record their appreciation for the efforts put in by the employees.

Registered Office: ON BEHALF OF THE BOARD OF DIRECTORS

Nari Road, Bhavnagar Piyush I. Tamboli

Gujarat 364 006 CHAIRMAN & MANAGING DIRECTOR

Dated June 13, 2015 DIN 00146033

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Mar 31, 2014

Dear members,

The Directors have pleasure in presenting the Directors'' Report and audited statement of accounts of the Company for the period ended on March 31,2014

1.Financial Result (Rs.in Lacs) 2013-2014 2012-2013

Total Income 6949.46 6626.07

Profit Before Taxation 229.69 47.34

Less: Tax Expenses

1.Current 83.00 9.44

2.Deferred -13.14 -5.10

3. Earlier Years''Tax 0.68 0.87

Profit After Taxation 159.14 52.13

Which has been appropriated as follows

1. Proposed Dividend 25.00 24.80

2. Corporate Dividend Tax 4.25 4.02

3. General Reserve 129.89 13.31

2. Operations: The total Income during the year went up by over 4 % over the previous year. The profit before finance costs, depreciation and tax (EBITDA) increased to Rs. 1107.33 from Rs. 1042.00 Lacs

3. Dividend: The Directors are pleased to recommend a Dividend for the period ended March 31, 2014 @ Rs. 0.50 per share on 50,00,000 Equity Shares for financial year 2013-2014 amounting to Rs. 25.00 Lacs as against Rs. 0.50 per share, amounting to Rs. 24.80 Lacs for last financial year 2012 2013, subject to approval of the members at this Annual General Meeting.

4. Research & Development: Product Development and Process Improvements actively continued

5. Wind Power Project: The company''s two Wind Turbine Generators are operating satisfactorily.

6. Disclosure by the Company on its Subsidiary in the Annual Report:

According to the general exemptions granted under section 212 by The Ministry of Corporate Affairs, the balance sheet of the Subsidiary Company as at end of 31.3.2014 is not required to be attached in this annual report. Further, the summary information on the balance sheet of the subsidiary company is given in this annual report on page No. 41 according to the aforesaid exemptions.

The annual accounts of the subsidiary company will be furnished to members on request. However, the Consolidated Financial Statements furnished in the report, includes the details of Subsidiary Company.

7. Directors:

a) Smt. Vishakha P. Tamboli (DIN 06600319) retires by rotation as required by the New Companies Act, 2013, and being eligible, offers himself for re-election.

b) Shri Akshay R. Shah (DIN 00367382), Shri J. M. Mapgoankar (DIN 00348345) and Shri Girish C. Shah (DIN 03009213) are being appointed as Independent Directors under Section 149 of the Companies Act 2013 and Clause 49 of the Listing Agreement to hold office from the conclusion of this meeting until the conclusion of the next Annual General Meeting of the Company in the calendar year 2015".

8. Personnel: Industrial relations continued to be cordial during the year.

9. Particulars of Employees: Information in accordance with sub-section (2A) of Section 217 of the Companies Act, 1956 is annexed herewith.

10. Directors'' Responsibility Statement: Pursuant to Section 217 (2AA) of the Companies Act, 1956 the Directos confirm that:

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

b) they have selected prudent accounting policies;

c) they 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;

d) they have prepared the annual accounts on a going concern basis.

11. Segment Reporting: As all the manufacture is of one class of products, segment wise reporting of the results is not applicable to your Company.

12. Accounting for Taxes on income: Deferred Tax Asset of Rs. 13.14 Lacs, resulting from application of the Accounting Standard AS-22, has been credited to the amount available for appropriation for the present Financial Year, 2013-2014.

13. Corporate Governance: The company has complied with amended Clause 49 of listing agreement concerning strength of independent directors on the Board before March 31, 2014. Please see the enclosed Annexure for details.

14. Management Discussion & Analysis: The Management Discussion & Analysis is also enclosed.

15. Auditors: The members will be requested at the forthcoming Annual General Meeting to appoint Auditors and fix their remuneration. M/s. Sanghavi & Co., the existing Auditors, are eligible for re-appointment.

16. Cost Audit: Your company carries out an audit of cost records relating to the principle product of the Company viz. "Un machined and Machined, Ferrous and Non-ferrous alloys Investment Casting" according to the requirement of the Central Government and pursuant to Section 148 of the Companies Act, 2013. Your company has appointed M/s. S. K. Rajani, Cost Accountants, Bhavnagar, as the Cost Auditors to audit the cost accounts of the company for the Financial Year 2014-2015.

17. Compliance Certificate: A copy of this certificate is enclosed with this report.

18. Appreciation: The Directors thank the Bankers, Bank of Baroda, and the concerned authorities of the Government for their co-operation, and also record their appreciation for the efforts put in by the employees.





Registered Office: ON BEHALF OF THE BOARD OF DIRECTORS Nari Road,Bhavnagar PIYUSH I.TAMBOLI Gujarat 364 006 CHAIRMAN & MANAGING DIRECTOR Dated May 30, 2014 DIN:00146033

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Mar 31, 2013

To The Members

The Directors have pleasure in presenting the Directors'' Report and audited statement of accounts of the Company for the period ended on March 31, 2013.

1. Financial Results :

(Rs. in Lacs)

2012-2013 2011-2012

Total Income 6624.07 7938.60

Profit Before Taxation 47.34 430.86

Less: Tax Expenses:

1. Current 9.44 160.00

2. Deferred -5.10 ( - ) 24.00

3. Earlier Years'' Tax 0.87 ( - ) 0.87

Profit After Taxation 42.13 295.73

Which has been appropriated as follows:

1. Proposed Dividend 24.80 49.60

2. Corporate Dividend Tax 4.02 8.05

3. General Reserve 13.31 238.08

2. Operations: The total Income during the year went down by over 16 % over the previous year. The profit before finance costs, depreciation and tax (EBITDA) decreased to Rs. 1041.41 from Rs. 1312.35 Lacs in the previous year.

3. Dividend: The Directors are pleased to recommend a Dividend for the period ended March 31, 2013 @ Rs. 0.50 per share on 49,60,000 Equity Shares for financial year 2012-2013 amounting to Rs. 24.80 Lacs as against Rs. 1.00 per share, amounting to Rs. 49.60 Lacs for last financial year 2011- 2012, subject to approval of the members at this Annual General Meeting.

4. Research & Development: Product Development and Process Improvements actively continued during the year.

5. Wind Power Project: The company''s two Wind Turbine Generators are operating satisfactorily.

6. Disclosure by the Company on its Subsidiary in the Annual Report:

According to the general exemptions granted under section 212 by The Ministry of Corporate Affairs, the balance sheet of the Subsidiary Company as at end of 31.3.2013 is not required to be attached in this annual report. Further, the summary information on the balance sheet of the subsidiary company is given in this annual report on page No. 41. according to the aforesaid exemptions.

The annual accounts of the subsidiary company will be furnished to members on request. However, the Consolidated Financial Statements furnished in the report, includes the details of Subsidiary Company.

7. Directors:

a) Shri Akshay R. Shah retires by rotation as required by the Companies Act, 1956, and being eligible, offers himself for re-election.

b) Shri J. M. Mapgaonkar retires by rotation as required by the Companies Act, 1956, and being eligible, offers himself for re-election.

c) Shri P. A. Subramanian has resigned as the Chairman for the Board of directors of the Company effective from 9.5.2013

d) Smt. Vishakha P. Tamboli has been appointed as an additional director on the Board of Directors of the Company effective from 9.5.2013

8. Personnel: Industrial relations continued to be cordial during the year.

9. Particulars of Employees: Information in accordance with sub-section (2A) of Section 217 of the Companies Act, 1956, is annexed herewith.

10. Directors'' Responsibility Statement: Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors confirm that:

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

b) they have selected prudent accounting policies;

c) they 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;

d) they have prepared the annual accounts on a going concern basis.

11. Segment Reporting: As all the manufacture is of one class of products, segment wise reporting of the results is not applicable to your Company.

12. Accounting for Taxes on income: Deferred Tax Asset of Rs. 5.10 Lacs, resulting from application of the Accounting Standard AS-22, has been credited to the amount available for appropriation for the present Financial Year, 2012-2013.

14. Corporate Governance: The company has complied with amended Clause 49 of listing agreement concerning strength of independent directors on the Board before March 31, 2013. Please see the enclosed Annexure for details.

15. Management Discussion & Analysis: The Management Discussion & Analysis is also enclosed.

16. Auditors: The members will be requested at the forthcoming Annual General Meeting to appoint Auditors and fix their remuneration. M/s. Sanghavi & Co., the existing Auditors, are eligible for re- appointment.

17. Cost Audit: Your company carries out an audit of cost records relating to the principle product of the Company viz. "Un machined and Machined, Ferrous and Non-ferrous alloys Investment Casting" according to the requirement of the Central Government and pursuant to Section 233B of the Companies Act, 1956. Your company has appointed M/s. S. K. Rajani, Cost Accountants, Bhavnagar, as the Cost Auditors to audit the cost accounts of the company for the Financial Year 2013-2014.

18. Compliance Certificate: A copy of this certificate is enclosed with this report.

19. Appreciation: The Directors thank the Bankers, Bank of Baroda, and the concerned authorities of the Government for their co-operation, and also record their appreciation for the efforts put in by the employees.

Registered Office: ON BEHALF OF THE BOARD OF DIRECTORS

Nari Road, Bhavnagar Piyush I. Tamboli

Gujarat 364 006 CHAIRMAN & MANAGING DIRECTOR

Dated May 9, 2013

---

Mar 31, 2012

The Directors have pleasure in presenting the Directors' Report and audited statement of accounts of the Company for the period ended on March 31, 2012.

1. Financial Results:

(Rs. in Lacs) 2011-2012 2010-2011

Total Income 7938.60 6824.65

Profit Before Taxation 430.86 505.96 Less: Tax Expenses:

1. Current 160.00 102.00

2. Deferred (-) 24.00 80.60

3. Earlier Years'Tax (-)0.87 (-)2.49

Profit After Taxation 295.73 325.85

Which has been appropriated as follows:

1. Proposed Dividend 49.60 62.00

2. Corporate Dividend Tax 8.05 10.06

3. Genera! Reserve 238.08 253.79

2. Operations: The total Income during the year went up by over 16 % over the previous year. However, the profit before finance costs, depreciation and tax (EBITDA) increased marginally to Rs. 1312.35 Lacs from Rs. 1257.33 Lacs in the previous year.

3. Dividend: The Directors are pleased to recommend a Dividend for the period ended March 31, 2012 @ Rs. 1.00 per share on 49, 60,000 Equity Shares for financial year 2011-2012 amounting to Rs. 49.60 Lacs as against Rs. 1.25 per share, amounting to Rs. 62.00 Lacs for last financial year 2010- 2011, subject to approval of the members at this Annual General Meeting.

4. Research & Development: Product Development and Process Improvements continued actively during the year.

5. Wind Power Project: The Company's two Wind Turbine Generators are operating satisfactorily.

6. Issue of Equity Warrants to Promoter, Shri Piyush I. Tamboii:

The Company has, during the year, allotted 3,90,000 equity warrants convertible into equity shares of Rs. 10/- each at a price of Rs. 73/- (i.e. a premium of Rs. 63/- per share) to Promoter, Shri Piyush I. Tamboii on a preferential basis.

The above allotment has been made pursuant to the authority granted by the shareholders at the Extra Ordinary General Meeting held on 21.11.2011, and the 'ln-principle' approval under clause 24(a) of the Listing Agreement received from the Bombay Stock Exchange Limited vide its letter No. DCS//PREF/SI/PRE/711/2011-12 dated 28.12.2011.

7. Disclosure by the Company on its Subsidiary in the Annual Report:

According to the general exemptions granted under section 212 by The Ministry of Corporate Affairs, the balance sheet of the Subsidiary Company as at end of 31.3.2012 is not required to be attached in this annual report. Further, the summary information on the balance sheet of the subsidiary company is given in this annual report on page No. 39 according to the aforesaid exemptions.

The annual accounts of the subsidiary company will be furnished to members on request.

However, the Consolidated Financial Statements furnished in the report, include the details of Subsidiary Company.

8. Directors:

a) Shri P. A. Subramanian retires by rotation as required by the Companies Act, 1956, and being eligible, offers himself for re-election.

b) Shri Girish C. Shah retires by rotation as required by the Companies Act, 1956, and being eligible, offers himself for re-election.

9. Personnel: Industrial relations continued to be cordial during the year.

10. Particulars of Employees: Information in accordance with sub-section (2A) of Section 217 of the Companies Act, 1956, is annexed herewith.

11. Directors' Responsibility Statement: Pursuant to Section 217 (2AA) Of the Companies Act, 1956, the Directors confirm that:

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

b) they have selected prudent accounting policies;

c) they 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;

d) they have prepared the annual accounts on a going concern basis.

12. Segment Reporting: As all the manufacture is of one class of products, segment wise reporting of the results is not applicable to your Company.

13. Accounting for Taxes on income: Deferred Tax Asset of Rs. 24.00 Lacs, resulting from application of the Accounting Standard AS-22, has been credited to the amount available for appropriation for the present Financial Year, 2011-2012.

14. Change in presentation of accounts: The audited accounts for the current financial year have been prepared according to the revised schedule VI of the Companies Act, 1956 implemented from F.Y. 2011-2012. Accordingly the figures of the balance sheet and profit loss account of the current and previous year have been regrouped.

15. Corporate Governance: The Company has complied with amended Clause, 49 of listing agreement concerning strength of independent directors on the Board. Please see the enclosed Annexure for details.

16. Management Discussion & Analysis: The Management Discussion & Analysis is also enclosed.

17. Auditors: The members will be requested at the forthcoming Annual General Meeting to appoint Auditors and fix their remuneration. M/s. Sanghavi & Co., the existing Auditors, is eligible for re- appointment.

18. Cost Audit: Effective from current financial year 2011-2012, your Company carries out an audit of cost records relating to the product of the Company viz. "Unmachined and Machined, Ferrous and Non- Ferrous Alloys Investment Casting" according to the requirement of the Central Government and pursuant to Section 233B of the Companies Act, 1956. Your company has appointed M/s. S. K. Rajani & Company, Cost Accountants, Bhavnagar, as the Cost Auditors to audit the cost accounts of the company for the Financial Year 2011-2012.

19. Compliance Certificate: A copy of the certificate is enclosed with this report.

20. Appreciation: The Directors thank the Bankers, Bank of Baroda, and the concerned authorities of the Government for their co-operation, and also record their appreciation for the efforts put in by the employees.

Registered Office: ON BEHALF OF THE BOARD OF DIRECTORS

Nari Road P. A. Subramanian

Bhavnagar CHAIRMAN

Gujarat 364 006

Dated: May 29, 2012

---

Mar 31, 2011

The Members

The Directors have pleasure in presenting the Directors' Report and audited statement of accounts of the Company for the period ended on March 31, 2011.

1. Financial Results:

(Rs. in Lacs)

2010-2011 2009-2010

Total Income 6824.56 6246.15

Profit Before Taxation 511.78 822.14

Less: Tax Expenses:

1. Current 105.00 217.00

2. Deferred 80.60 67.78

3. Earlier Years' Tax (-)2.49 -

Profit After Taxation 328.67 537.36

Adding thereto:

1. Balance brought forward from last Balance Sheet 10.00 10.00

2. Prior Period Adjustment (-)2.81 14.21

Making a total amount available for appropriation of 335.86 561.57 Which has been appropriated as follows:

1. Proposed Dividend 62.00 99.20

2. Corporate Dividend Tax 10.06 16.86

3. General Reserve 253.80 435.51

Leaving a balance to be carried forward 10.00 10.00

2. Operations: The total Income during the year went up marginally by over 8.00 % over the previous year. However, The profit before interest, depreciation and tax (EBITDA) went up marginally from Rs. 1247.34 Lacs to Rs. 1254.14 Lacs in the previous year.

3. Dividend: The Directors are pleased to recommend a Dividend for the period ended March 31, 2011 @ Rs. 1.25 per share on 49,60,000 Equity Shares for financial year 2010-2011 amounting to Rs. 62.00 Lacs as against Rs. 2.00 per share, amounting to Rs. 99.20 Lacs for last financial year 2009-2010, subject to approval of the members at this Annual General Meeting.

4. Research & Development: Product Development and Process Improvements actively continued during the year.

5. Wind Power Project: The company's two Wind Turbine Generators are operating satisfactorily.

6. Formation of "l&PCL Vacuum Cast Limited" as a Wholly Owned Subsidiary of the Company:

The Company has, during the year, formed a new company "l&PCL VACUUM CAST LIMITED" as a Wholly Owned Subsidiary effective from 30.8.2010 for its new project of manufacturing Vacuum Investment Castings.

7. Disclosure by the Company on its Subsidiary in the Annual Report:

According to the general exemptions granted under section 212 by The Ministry of Corporate Affairs, the balance sheet of the Subsidiary Company as at end of 31.3.2011 is not required to be attached in this annual report. Further, the summary information on the balance sheet of the subsidiary company is given in this annual report on page No. 40 according to the aforesaid exemptions.

The annual accounts of the subsidiary company will be furnished to members on request. However, the Consolidated Financial Statements furnished in the report, includes the details of Subsidiary Company.

8. Directors:

a) Shri Akshay R. Shah retires by rotation as required by the Companies Act, 1956, and being eligible, offers himself for re-election.

b) Shri J. M. Mapgaonkar retires by rotation as required by the Companies Act, 1956, and being eligible, offers himself for re-election.

c) Shri Girish C. Shah, Independent Director has been appointed as additional director on the Board of Directors of the Company effective from 11.2.2011.

9. Personnel: Industrial relations continued to be cordial during the year.

10. Particulars of Employees: Information in accordance with sub-section (2A) of Section 217 of the Companies Act, 1956, is annexed herewith.

11. Directors' Responsibility Statement: Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors confirm that:

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

b) they have selected prudent accounting policies;

c) they 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;

d) they have prepared the annual accounts on a going concern basis.

12. Segment Reporting: As all the manufacture is of one class of products, segmentwise reporting of the results is not applicable to your Company.

13. Accounting for Taxes on income: Deferred Tax Liability of Rs. 80.60 Lacs, resulting from application of the Accounting Standard AS-22, has been debited to the amount available for appropriation for the present Financial Year, 2010-2011.

14. Corporate Governance: The company has complied with amended Clause 49 of listing agreement concerning strength of independent directors on the Board before March 31, 2011. Please see the enclosed Annexure for details.

15. Management Discussion & Analysis: The Management Discussion & Analysis is also enclosed.

16. Auditors: The members will be requested at the forthcoming Annual General Meeting to appoint Auditors and fix their remuneration. M/s. Sanghavi & Co., the existing Auditors, are eligible for re- appointment.

17. Compliance Certificate: A copy of this certificate is enclosed with this report.

18. Appreciation: The Directors thank the Bankers, Bank of Baroda, and the concerned authorities of the Government for their co-operation, and also record their appreciation for the efforts put in by the employees.

ON BEHALF OF THE BOARD OF DIRECTORS

P. A. Subramanian CHAIRMAN

Registered Office: Nari Road Bhavnagar Gujarat 364 006

Dated: May 23, 2011

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Mar 31, 2010

The Directors have pleasure in presenting the Directors Report and audited statement of accounts of the Company for the period ended on March 31, 2010.

1. Financial Results :

(Rs. in Lacs) 2009-2010 2008-2009

Total Income 6246.15 4469.13

Profit Before Taxation 822.14 598.26

Less:Provision for Taxation:

1. Current 217.00 252.00

2. Deferred 67.78 (-) 40.16

3. Fringe Benefit Tax - 3.83

Profit After Taxation 537.36 382.59 Adding thereto:

1. Balance brought forward from last Balance Sheet 10.00 10.00

2. Prior Period Adjustment 14.21 0.00

Making a total amount available for appropriation of 561.57 392.59 Which has been appropriated as follows:

1. Proposed Dividend 99.20 62.00

2. Corporate Dividend Tax 16.86 10.54

3. General Reserve 435.51 310.05

Leaving a balance to be carried forward 10.00 10.00

2. Operations: The total Income during the year went up by over 39 % over the previous year. The Profit Before Tax shows increase of around 37 %. This is mainly because of improvement in Auto business in the Domestic Market and overall growth seen in the domestic economy.

3. Dividend: The Directors are pleased to recommend a Normal Dividend for the period ended March 31, 2010 @ Rs. 1.75 per share, and a Special Dividend @ Rs. 0.25 per share, totalling to Rs. 2.00 per share on 49,60,000 Equity Shares for financial year 2009-2010 amounting to Rs. 99.20 Lacs as against Rs. 1.25 per share, amounting to Rs. 62.00 Lacs for last financial year 2008-2009, subject to approval of the members at this Annual General Meeting.

4. Research & Development: Product Development and Process Improvements actively continued during the year.

5. Wind Power Project: The companys Wind Turbine Generator which was commissioned on 21.6.2006 is operating satisfactorily. The company has during the year, installed another Wind Terbine Generator which has been commissioned on 3.3.2010 and is operating satisfactorily.

6. Directors:

a) Shri P. A. Subramanian retires by rotation as required by the Companies Act, 1956, and being eligible, offers himself for re-election.

b) Shri B. F. Tamboli, Vice Chairman & Whole Time Director, has resigned from the Board of Directors of the Company effective form 16.10.2009.

c) Shri Vaibhav B. Tamboli, Whole Time Director, has resigned from the Board of Directors of the Company effective form 23.10.2009.

d) Shri Mehul B. Tamboli, Director, has resigned from the Board of Directors of the Company effective form 23.10.2009.

e) Dr. Abhinandan K. Jain, Chairman and Independent Director has resigned from the Board of Directors effective from 24.12.2009.

f) Shri B. Rangarajan, Independent Director has resigned from the Board of Directors effective from 12.11.2009.

g) Shri P.S. Shenoy, Independent Director has resigned from the Board of Directors effective from the close of office hours on 30.4.2010

h) Your Directors palce on record their sincere appreciation for the outstanding contribution made by Shri B. F. Tamboli, Dr. Abhinandan K. Jain, Shri P. S. Shenoy, Shri B. Rangarajan, Shri M. B. Tamboli and Shri Vaibhav B. Tamboli.

i) Shri I. F. Tamboli, Promoter and Non-Whole Time Director has resigned as Chairman of the Board of Directors effective from 1.4.2010.

Your Directors have requested Shri I. F. Tamboli to continue to guide the Board and he has been designated as "Chairman Emeritus" for a period of five years from 30.4.2010. Your Directors place on record their sincere appreciation for the outstanding contribution made by Shri I. F. Tamboli in the growth of the company since inception.

j) Shri P.A. Subramanian has resigned from the position of Managing Director of the Company effective form 1.4.2010. However, Shri P. A. Subramanian continues to be a Non-executive director on the Board of Directors of the Company and has been now designated as "CHAIRMAN" effective from 30.4.2010.

k) Shri Akshay R. Shah, Independent Director has been appointed as Additional Director on the Board of Directors effective from 31.10.2009.

I) Shri J. M. Mapgaonkar, Independent Director has been appointed as Additional Director on the Board of Directors effective from 24.12.2009.

m) Shri R. K. Menon has been appointed as Additional Director and a Whole Time Director with the title "Executive Director" effective from 1.5.2010.

n) Shri P. I. Tamboli, Promoter and Joint Managing Director has been designated as the Vice Chairman and Managing Director effective from 1.4.2010.

7. Personnel: Industrial relations continued to be cordial and productive during the year.

8. Particulars of Employees: Information in accordance with sub-section (2A) of Section 217 of the Companies Act, 1956, is annexed herewith.

9. Directors Responsibility Statement: Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors confirm that:

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

b) they have selected prudent accounting policies;

c) they 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;

d) they have prepared the annual accounts on a going concern basis.

10. Segment Reporting: As all the manufacture is of one class of products, segmentwise reporting of the results is not applicable to your Company.

11. Accounting for Taxes on income: Deferred Tax Liability of Rs. 67.78 Lacs, resulting from application of the Accounting Standard AS-22, has been debited to the amount available for appropriation for the present Financial Year, 2009-2010.

12. Corporate Governance: The company has complied with amended Clause 49 of listing agreement concerning strength of independent directors on the Board before March 31, 2010. Please see the enclosed Annexure for details.

13. Management Discussion & Analysis: The Management Discussion & Analysis is also enclosed.

14. Auditors: The members will be requested at the forthcoming Annual General Meeting to appoint Auditors and fix their remuneration. M/s. Sanghavi & Co., the existing Auditors, are eligible for re-appointment.

15. Compliance Certificate: A copy of. this certificate is enclosed with this report.

16. Appreciation: The Directors thank the Bankers, Bank of Baroda, and the concerned authorities of the Government for their co-operation, and also record their appreciation for the efforts put in by the employees.

Registered Office: ON BEHALF OF THE BOARD OF DIRECTORS

Nari Road P. A. Subramanian

Bhavnagar CHAIRMAN

Gujarat 364 006 Dated: April 30, 2010