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Directors Report of Mazda Ltd.

Mar 31, 2015

THE MEMBERS,

MAZDA LIMITED

In the silver jubilee year of the company's operations, Your Directors are pleased to present the 25th Annual Report on the business and operations of the company together with the Audited Accounts for the year ended March 31, 2015.

1. FINANCIAL PERFORMANCE

(Rs In Lacs) Particulars 2014-15 2013-14

Total revenue 11925.44 10499.23

(Less): Total expenditure 10056.19 8790.25

Profit before depreciation, finance cost & tax 1869.25 1708.98

(Less): Finance cost 49.73 94.30

(Less): Tax Expenses 482.06 452.62

Cash Profit 1337.46 1162.06

(Less): Depreciation 213.29 135.28

(Less): Prior period items 1.27 1.44

Profit for the year 1122.90 1025.34

Balance of Profit brought forward 6684.98 6058.63

Total Profit available for appropriation 7807.88 7083.97

Transfer to general reserve 125.00 125.00

Proposed Dividend 255.48 234.19

Dividend Tax 52.31 39.80

Adjustment in fixed assets 56.47 0.00

Profit carried to Balance Sheet 7318.62 6684.98

2. DIVIDEND & RESERVES

Your Directors are pleased to recommend a dividend of 60% to its equity shareholders i.e. Rs. 6/- per equity share of face value of Rs. 10/- each aggregating to Rs. 255.48 Lacs (Previous year Rs. 5.50 per equity share of face value of Rs. 10/- each aggregating to Rs. 234.19 Lacs). The payment of dividend is subject to the approval of the Shareholders at the ensuing Annual General Meeting.

During the year under review, your directors propose to transfer the amount of Rs. 125.00 Lacs (Previous year Rs.125.00 Lacs) to the General Reserve.

3. OPERATIONS

During the year under review, amid optimism and rising business sentiments, your company reported a top-line growth of 14% over the previous year. The Profit before Tax for the year is Rs. 16.06 Crores as against Rs. 14.79 Crores for the previous year showing increase by 9%.

4. FINANCE AND ACCOUNTS

There are no term loans or interest thereon outstanding during the year under review. Your company is at present using financial assistance in the form of working capital facilities from State Bank of India, Ahmedabad with overall banking limits upto Rs. 24.38 Crores to capture its fund based and non-fund based requirements. The fund based limits are in the form of Cash credit / PCFC loans and non-fund based limits are in the form of Bank Guarantees and LCs.

Your company is sufficiently funded from the internal accruals and cash accrual from sale of valve division which has been invested in debt market instruments like fixed maturity plans, liquid funds and bond funds. The investment amount has increased from the previous year investment of Rs. 29.71 Crores to Rs. 32.66 Crores in the year under review.

During the year under review, ICRA has conducted the surveillance of credit facilities and re-affirmed the long term credit ratings to 'A' and short term credit ratings to 'A1'. The outlook of the long term ratings is stable.

5. EXPORTS AND TECHNOLOGY DEVELOPMENTS

Exports for the year were at Rs. 32.10 Crores as compared to Rs. 31.07 Crores for the previous year showing marginal increase compared to the last year. Despite adverse situations in the global economy, your company has maintained its exports.

Your company is continuously improving their technology by way of in-house Research & Development facility and by way of technology collaboration agreement with the global entities.

6. FIXED DEPOSITS

Your company has not accepted any new Fixed Deposits during the year under review. There are no fixed deposits pending in the financial year under review.

7. INSURANCE

The properties and insurable assets and interest of the company, like building, plant and machinery and stocks, among others are adequately insured.

9. EMPLOYEE STOCK OPTION

Your company has not issued any Stock Option to their employees.

10. SUBSIDIARIES AND JOINT VENTURES

There are no subsidiaries or joint ventures of your company.

11. DIRECTORS

The Board consists of Executive and Non-executive Directors including Independent Directors who have wide and varied experience in different disciplines of corporate functioning.

During the year under review, members at their previous Annual General Meeting approved the appointment of Mr. Nilesh Mankiwala and Mr. Saurin Palkhiwala as Independent directors for a term of five years. In the said meeting Mr. Mohib Khericha was re-appointed as an Independent Director and Chairman of the company.

Mr. Samuel W. Croll-III and Mrs. Houtoxi F. Contractor, Directors retire by rotation and being eligible, offer themselves for re-appointment.

Brief resume, area of expertise and other details of these Directors are mentioned as Annexure-A.

12. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9 as required under section 92(3) of the Companies Act, 2013 is attached as Annexure - B.

13. NO. OF MEETINGS OF THE BOARD

During the year under review, the Board of Director met five times. The details of the Board Meeting is provided in the Corporate Governance Report.

14. DIRECTORS' RESPONSIBILITY STATEMENT

Your Directors confirm that:

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

(ii) The directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 31st March, 2015 and of the profit of the company for the year ended on that date;

(iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(iv) The Directors have prepared the annual accounts on a going concern basis;

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

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

15. REPORTING OF FRAUD BY STATUTORY AUDITORS

There are no incidence of fraud reported by the auditors as required under section 143 (12) of the Companies Act, 2013.

16. DECLARATION BY INDEPENDENT DIRECTORS

All the Independent Directors of the company have furnished declarations that they qualify the conditions of being Independent as per Section 149(6) & (7) of the Companies Act, 2013.

17. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

The requisite details as required by Section 178(3) &(4) and as per the requirement of clause 49 of the Listing Agreement with the Stock Exchanges is attached as Annexure -C.

18. AUDITORS AND AUDITORS' REPORT

- Statutory Auditor

At the 24th Annual General Meeting held on 30th September, 2014, the members have approved re- appointment of Apaji Amin & Co., Chartered Accountants, Ahmedabad (Registration No. 100513W) to hold office from last AGM upto the conclusion of 25th Annual General Meeting on such remuneration as may be fixed by the Board apart from reimbursement of out of pocket expenses as may be incurred by them for the purpose of audit.

There are no qualifications, reservations or adverse remarks or disclaimers made by the auditors in their report on the financial statements of the company for the financial year ended 31st March, 2015. The notes on the Financial Statements referred to in the Auditors Reports are self-explanatory and do not call for any comments or explanations.

- Secretarial Auditor

Pursuant to Section 204 of the Companies Act, 2013 Secretarial Audit Report for the financial year ended on 31st March, 2015 given by Rutul Shukla & Associates, Practicing Company Secretaries is attached as Annexure - D. The Secretarial Auditor Report are self-explanatory and do not call for any comments or explanations.

- Cost Auditor

In the year under review, cost audit is not mandatory for the company inspite of the same, the audit of cost accounts relating to the manufacturing of machineries is carried out during the year. As per the requirement of Section 148 of the Companies Act read with the Companies (Cost Records and Audit) Rules, 2014, the Board of directors have, based on the recommendation of the Audit Committee, appointed Shri V. H. Shah, Cost Auditors, Ahmedabad (Registration No. 100257) to audit the cost accounts of the company for the financial year 2015-16 commencing from 01st April, 2015 to 31st March, 2016 on a remuneration of Rs. 1 Lac. As required under the act, necessary resolution seeking members' ratification for the remuneration payable to Shri V. H. Shah is part of the notice.

19. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE ACT

Particulars of loans given and the investments made by the company as at 31st March, 2015 are forming part of financial statements. During the financial year under review, the company has made investments in schemes of various mutual funds closing balance of which as on 31st March, 2015 is Rs. 32.63 Crores.

20. PARTICULARS OF RELATED PARTY TRANSACTIONS

All related party transactions that were entered into, during the year under review were on arm's length basis and in ordinary course of business. There are no materially significant related party transactions made by the company during the year. Related party transactions policy is available on website of the company i.e. www.mazdalimited.com.

21. STATE OF AFFAIRS OF THE COMPANY

The state of affairs of the company are mentioned in the Management Discussion and Analysis Report.

22. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY

No material changes and commitments affecting the financial position of the company have occurred between the end of financial year to which the financial statements relate and the date of the Directors' Report.

23. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, RESEARCH AND DEVELOPMENT AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption, foreign exchange earnings and outgo as required, to be disclosed in terms of Section 134 of the Act, read with the Companies (Accounts) Rules, 2014, is attached as Annexure - E.

24. RISK MANAGEMENT POLICY

The company has structured a risk management policy. The details related to risk management is given in the Management Discussion and Analysis Report.

25. CORPORATE SOCIAL RESPONSIBILITY POLICY (CSR)

Pursuant to the provision of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the company has constituted a CSR Committee. Mrs. Sheila Mody is the Chairperson of the Committee and Mr. Mohib Khericha and Mr. Percy Avari are members to the Committee.

The Board of Directors, based on the recommendations of the Committee, formulated a CSR Policy encompassing company's philosophy, laying down the guidelines and mechanisms for undertaking various social welfare programme for development of the community at large. CSR policy of the company is available at its website: www.mazdalimited.com.

The requisite details on CSR activities pursuant to Section 135 of the Act and as per Annexure attached to the Companies (Corporate Social Responsibility Policy) Rules, 2014 are attached as Annexure - F.

26. PERFORMANCE EVALUATION OF BOARD AND ITS DIRECTORS AND COMMITTEES TO THE BOARD

In compliance with the provisions of the Companies Act, 2013 and clause 49 of the Listing Agreement, the performance evaluation of the Board, their Committees and their members were carried out. The criteria for the same is given in the Corporate Governance Report.

27. PARTICULARS OF REMUNERATION OF MANAGERIAL PERSONNEL AND RELATED DISCLOSURES

The ratio of each director to the median employee's remuneration and other details in terms of section 197(12) of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and remuneration of Managerial personnel) Rules, 2014 forms part of this report and is attached as Annexure - G.

The statement containing particulars of employees as required under section 197(12) of the Companies Act, 2013 read with rule 5(2) & 5(3) of the Companies (Appointment and remuneration of Managerial personnel) Rules, 2014 forms part of this report and is attached as Annexure - H.

28. REPORT ON CORPORATE GOVERNANCE

As per Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section on Corporate Governance together with a certificate from the Practicing Company Secretary confirming compliance is set out in the Annexure forming part of Corporate Governance Report attached as Annexure - I.

29. SIGNIFICANT ORDERS PASSED BY THE REGULATORS, COURTS OR TRIBUNALS IMPACTING GOING CONCERN AND COMPANY'S OPERATIONS

To the best of our knowledge, the company has not received any such orders passed by the regulators, courts or tribunals during the year, which may impact the going concern status or company's operations in future.

30. APPRECIATION

Your Board takes this opportunity to express its sincere appreciation of the excellent contribution made by all its employees towards the overall performance of your company. Your Directors also thank all the shareholders, distributors, suppliers, bankers and other business associates for their valuable service and support during the year under review.

For and on behalf of the Board, Place : Ahmedabad Date : 01/08/2015 Sorab Mody Percy Avari Managing Director Whole-Time Director


Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the Twenty Fourth Annual Report on the business and operations of the company together with the Audited Accounts for the year ended March 31, 2014.

1. FINANCIAL RESULTS (Rs. In Lacs) Sr. Particulars 2013-14 2012-13 No.

i Total revenue 10507.08 12254.72

ii (Less): Total expenditure 8798.11 10170.32

iii Profit before depreciation, finance cost & tax 1708.97 2084.40

iv (Less): Finance cost 94.30 63.71

v (Less): Tax Expenses 452.62 638.61

vi Cash Profit 1162.05 1382.08

vii (Less): Depreciation 135.27 142.92

viii (Less): Prior period items 1.44 2.60

ix Profit for the year 1025.34 1236.56

x Balance of Profit brought forward 6058.63 5196.15

xi Total Profit available for appropriation 7083.97 6432.71

xii Transfer to general reserve 125.00 125.00

xiii Proposed Dividend 234.19 212.90

xiv Dividend Tax 39.80 36.18

xv Profit carried to Balance Sheet 6684.98 6058.63

2. DIVIDEND

The Board of Directors are pleased to recommend a final dividend of 55% to its equity shareholders i.e. Rs. 5.50/- per equity share of face value of Rs. 10/- each (Previous year Rs. 5/- per equity share of face value of Rs. 10/- each). The payment of final dividend is subject to the approval of the Shareholders at the ensuing Annual General Meeting.

3. TRANSFER TO GENERAL RESERVE

Your directors propose to transfer the amount of Rs. 125.00 Lacs (Previous year Rs. 125.00 Lacs) to the General Reserve, having regard to the requirements of Section 205 (2A) of the Companies Act, 1956 and with reference to the Companies (Transfer of profits to Reserve) Rules, 1975.

4. OPERATIONS

During the year under review, due to adverse market conditions and overall slowdown in the economy, the turnover of the company has reduced to Rs. 102.99 Crores against Rs. 120.99 Crores for the previous year showing decrease by 15%. The Profit before Tax for the year is Rs. 14.79 Crores as against Rs. 18.77 Crores for the previous year showing decrease by 21%.

5. FINANCE AND ACCOUNTS

There are no term loans or interest thereon outstanding during the year under review. Your company is at present using financial assistance in the form of working capital facilities from State Bank of India, Ahmedabad and has increased its non-fund based credit limits by Rs. 5 Crores which makes overall banking limits upto Rs. 24.38 Crores to capture its fund based and non-fund based requirements. The fund based limits are in the form of Cash credit / PCFC loans and non-fund based limits are in the form of Bank Guarantees and LCs. Your company is sufficiently funded from the internal accruals and cash accrual from sale of valve division which has been invested in debt market instruments like fixed maturity plans, liquid funds and bond funds. The investment amount has increased from the previous year investment of Rs. 18.97 Crores to Rs. 29.71 Crores in the year under review.

During the year under review, ICRA has conducted the surveillance of credit facilities and re-affirmed the long term credit ratings to ''A'' and short term credit ratings to ''A1''. The outlook of the long term ratings is stable.

6. MANAGEMENT DISCUSSION AND ANALYSIS

7. EXPORTS AND TECHNOLOGY DEVELOPMENTS

Exports for the year were at Rs. 31.07 Crores as compared to Rs. 38.60 Crores for the previous year decreasing by almost 20% compared to the last year. The export business of your company has shown decrease due to overall recession in the international markets.

Your company is implementing latest technologies to manufacture better quality products. Improved technologies results into better quality production which enhance the reputation of the company in the domestic as well as international market.

8. FIXED DEPOSITS

Your company has not accepted any Fixed Deposits during the year under review. There are no Fixed Deposits pending in the Financial year under review.

9. INSURANCE

The assets of the company are adequately insured against the loss of fire, riot, earthquake, terrorism, etc. and other risks which are considered necessary by the management.

10. DIRECTORS

The Board consists of Executive and Non-executive Directors including Independent Directors who have wide and varied experience in different disciplines of corporate functioning.

During the year under review, Dr. Nanalal C. Mehta, Chairman and Mr. Dady Contractor, Director have resigned from the Board of Directors of the company due to old age and health reasons. Mr. Harbhajansingh Khalsa, Director resigned from the Board of Directors of the company due to preoccupation elsewhere.

Mrs. Sheila S. Mody, Director, retires by rotation and being eligible, offer herself for re-appointment.

The Board in its meeting held on 02/08/2014, pursuant to the provisions of Sections 149, 150, 152, 178 and other applicable provisions of the Companies Act, 2013 and the rules made thereunder read with Schedule IV of the Act, subject to approval of shareholders, appointed Mr. Mohib Khericha, existing Independent Director, as Independent Director on the Board of Directors of the Company, for a period of five consecutive years from the date of ensuing Annual General Meeting upto the date of 29th Annual General Meeting of the company.

The Board has also recommended to shareholders the appointment of Mr. Nilesh Mankiwala and Mr. Saurin Palkiwala as Independent directors on Board of the company for a period of Five years effective from the date of ensuing Annual General meeting.

Brief resume, area of expertise and other details of terms of appointment of these Directors forms integral part of the Notice of the Annual General Meeting.

All the Independent Non-Executive Directors of the company have furnished declarations that they qualify the conditions of being Independent as per Section 149(6) & (7) of the Companies Act, 2013.

11. DIRECTORS'' RESPONSIBILITY STATEMENT

Your Directors confirm that:

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

(ii) The directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 31st March, 2014 and of the profit of the company for the year ended on that date;

(iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(iv) The Directors have prepared the annual accounts on a going concern basis.

12. REPORT ON CORPORATE GOVERNANCE

As per Clause 49 of the Listing Agreement with the stock exchanges, a separate section on Corporate Governance together with a certificate from the Statutory Auditors confirming compliance is set out in the Annexure forming part of Corporate Governance Report.

13. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, RESEARCH AND DEVELOPMENT AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information pursuant to Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the report of the Board of Directors) Rules, 1988 regarding Conservation of Energy, Technology Absorption, Research & Development and Foreign Exchange earnings & outgo are given in Annexure - A which forms part of Directors'' Report.

14. STATUTORY AUDITORS

M/s. Apaji Amin & Co., Chartered Accountants, Statutory Auditors of the Company, retire at the ensuing Annual General Meeting and have expressed their willingness to continue, if so appointed as statutory auditors for the financial year 2014-15. As required under the provisions of Sections 139 and 141 of the Companies Act, 2013, the Company has obtained a written consent from the Auditors proposed to be re-appointed.

The Company has received letters from M/s. Apaji Amin & Co., Chartered Accountants to the effect that their appointment, if made, would be within the prescribed limits under Section 141 (3)(g) of the Companies Act, 2013 and that they are not disqualified from being appointed as Statutory Auditors of the company.

The notes to the accounts referred to in the Auditors'' report are self-explanatory and, therefore, do not call for any further comments.

15. COST AUDITOR

As per the Circular of MCA Order No. F. No. 52/26/CAB-2010 dated 24/01/2012 ordering the Cost Audit of products falling under certain chapter heads of excise. Your company has appointed Mr. V.H.Shah, Cost Accountant as Cost Auditor and they have conducted the cost audit for the financial year under review.

16. APPRECIATION

Your Board takes this opportunity to express its sincere appreciation of the excellent contribution made by all its employees towards the overall performance of your company. Your Directors also thank all the shareholders, distributors, suppliers, bankers and other business associates for their valuable service and support during the year under review.

17. CAUTIONARY NOTE

The statements forming part of the Directors'' Report may contain certain forward looking remarks within the meaning of applicable security laws and regulations. The actual results, performance, achievements of the company may be materially different from any future results, performance or achievements that may be expressed or implied by such forward looking statements.

For and on behalf of the Board, Place : Ahmedabad Date : 02/08/2014 Sorab R. Mody Managing Director


Mar 31, 2013

To THE MEMBERS of MAZDA LIMITED

The Directors have pleasure in presenting the Twenty ThirdAnnual Report on the business and operations of the company together with theAuditedAccounts for the year ended March 31, 2013.

1. FINANCIAL RESULTS

(Rs.in Lacs)

Sr. No. Particulars 2012-13 2011-12

i. Total revenue 12254.72 10471.54

ii. Less: Total expenditure 10160.81 8813.91

iii. Profit before depreciation, finance cost & tax 2093.91 1657.63

iv. Less: Finance cost 73.22 113.28

v. Less: Tax Expenses 638.61 429.71

vi. Cash Profit 1382.08 1114.64

vii. Less: Depreciation 142.92 102.24

viii. Less: Prior period items 2.60 13.63

ix. Profit for the year 1236.56 998.77

x. Balance of Profit brought forward 5196.15 4495.33

xi. Total Profit available for appropriation 6432.71 5494.10

xii. Transfer to general reserve 125.00 100.00

xiii. Proposed Dividend 212.90 170.32

xiv. Dividend Tax 36.18 27.63

xv. Profit carried to Balance Sheet 6058.63 5196.15

2. DIVIDEND

The Board of Directors have recommended a final dividend of 50% to its equity shareholders i.e. Rs. 5/- per equity share of Rs. 10/- each (Previous year Rs. 4/- per equity share of Rs. 10/- each). The payment of final dividend is subject to the approval of the ShareholdersattheensuingAnnual General Meeting.

3. TRANSFERTOGENERALRESERVE

Your directors propose totransfer the amount of Rs.125.00 Lacs (Previous year Rs. 100.00 Lacs) to the General Reserve, having regard to the requirements of Section 205 (2A)ofthe CompaniesAct, 1956 and with referencetothe Companies (Transfer of profits to Reserve) Rules, 1975.

4. OPERATIONS

In spite of global slowdown and difficult economic conditions in India, our company has consistently maintains growth rate in terms of turnover and profits. In the current year under review, the turnover of the company was Rs.120.73 Crores against Rs.103.08 Crores for the previous year showing an increase by 17%. The Profit before Tax for the year is Rs.18.77 Crores as against Rs.14.42 Crores for the previous year showing an increase by 30%.

5. FINANCEANDACCOUNTS

During the year under review, your company has regularly paid the principal and interest to the term lender and there has been no default towards them. The company is at present using financial assistance in the form of working capital facilities from State Bank of India, Ahmedabad. Your company has overall banking limits of Rs.19.38 Crores to capture its fund requirements.As your company is sufficiently funded from the internal accruals and cash accrual from sale of valve division, thecompany has investedinshort term market instruments like fixed maturityplans, mutual funds and debtfunds.

During the year under review, ICRA has conducted the surveillance of credit facilities and improved the long term credit ratings to ''A'' from ''A(-) ''and short term credit ratings reaffirmed to ''A1''. The outlook of the long term ratings is stable. Improvement in the long term credit rating displays the strong credibility ofthe company.

6. EXPORTSANDTECHNOLOGYDEVELOPMENTS

Exports for the year were at Rs. 38.60 Crores as compared to Rs. 21.84 Crores for the previous year increasing by almost 77% comparedtothe last year.The export businessofyour company has shown tremendous growthinspiteofglobal recession.

Your company is implementing latest technologies to manufacture better quality products. Improved technologies results into better quality production whichenhance the reputationofthe companyinthe domesticaswellasinternational market.

8. FIXEDDEPOSITS

Your company has not accepted new Fixed Deposits during the year under review. The matured Fixed Deposits are repaid in time. The existing Fixed Deposits are within the limits prescribed under Companies (Acceptance of Deposits) Rules, 1975 as amendedtodate.

9. DIRECTORS

Dr. Nanalal C. Mehta, Chairman, who retires by rotation and being eligible offers himself for re-appointment. Mr. Samuel W.Croll-III, Director, who retires by rotation and being eligible offers himself for re-appointment. Mr. Dady K. Contractor, Director, who retires by rotation and being eligible offers himself for re-appointment. The brief resumeoftheappointing directorsare giveninthe Corporate Governance Report.

10. DIRECTORS'' RESPONSIBILITY STATEMENT

Your Directors confirm that:

(i) In the preparationofthe annual accounts, the applicable accounting standards have been followed along with proper explanation relatingto material departures;

(ii) The directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair viewof the state of affairsofthe companyasat 31st March, 2013 andofthe profitofthe company for the year endedonthat date;

(iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(iv) The Directors have prepared theannual accountsonagoing concern basis.

11. REPORTONCORPORATEGOVERNANCE

As per Clause 49 of the Listing Agreement with the stock exchanges, a separate section on Corporate Governance together with a certificate from the Statutory Auditors confirming compliance is set out in the Annexure forming part of Corporate Governance Report.

12. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, RESEARCH AND DEVELOPMENT AND FOREIGN EXCHANGEEARNINGSANDOUTGO

The information pursuant to Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the report of the Board of Directors) Rules, 1988 regarding Conservation of Energy, Technology Absorption, Research & Development and Foreign Exchange earnings & outgo are given inAnnexure –Awhich forms part of Directors'' Report.

13. STATUTORYAUDITORS

M/s. Apaji Amin & Co., Chartered Accountants retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. They have furnished a written certificate to the company certifying that, if they are re- appointed as Auditors of your company such appointment would be within the limits specified in Section 244(1)(B) of the CompaniesAct, 1956. The notes tothe accounts referred to in theAuditors'' report are self-explanatory and, therefore,do not call for any further comments.

14. COSTAUDITOR

As per the Circular of MCA Order No. F. No. 52/26/CAB-2010 dated 24/01/2012 ordering the Cost Audit of products falling under certain chapter heads of excise. Your company is falling within that order and hence appointed Mr. V.H.Shah, Cost AccountantasCostAuditortoconduct costaudit for the financial year 2013-14.

15. APPRECIATION

Your Board takes this opportunity to express its sincere appreciation of the excellent contribution made by all its employees towards the overall performance of your company. Your Directors also thank all the shareholders, distributors, suppliers, bankers and other business associates for their valuable service and support during the year under review.

16. CAUTIONARYNOTE

The statements forming part of the Directors'' Report may contain certain forward looking remarks within the meaning of applicable security laws and regulations. The actual results, performance, achievements of the company may be materially different from any future results, performance or achievements that may be expressed or implied by such forward looking statements.

For and on behalf of the Board,

Place : Ahmedabad Sorab.R.Mody

Date :03/08/2013 Managing Director


Mar 31, 2012

The Directors have pleasure in presenting the Twenty Second Annual Report on the business and operations of the company together with the Audited Accounts for the year ended March 31,2012.

1. FINANCIAL RESULTS

(Rs. in Lacs)

Sr. No. Particulars 2011-12 2010-11

i. Total revenue 10471.54 8521.51

ii. Less: Total expenditure 8813.91 7258.19

iii. Profit before depreciation, finance cost & tax 1657.63 1263.32

iv. Less: Finance cost 113.28 45.45

v. Less; Tax Expenses 429.71 299.72

vi. Cash Profit 1114.64 918.15

vii. Less: Depreciation 102.24 99.06

viii. Less: Prior period items 13.63 2.57

ix. Add: Valve division net profit - 1073.49

x. Profit for the year 998.77 1890.01

xi. Balance of Profit brought forward 4495.33 3153.46

xii. Total Profit available for appropriation 5494.10 5043.47

xiii. Transfer to general reserve 100.00 200.00

xiv. Interim Dividend paid - 149.03

xv. Proposed Dividend 170.32 149.03

xvi. Dividend Tax 27.63 50.08

xvii. Profit carried to Balance Sheet 5196.15 4495.33



2. DIVIDEND

The Board of Directors have recommended a final dividend of 40% to its equity shareholders i.e. Rs.4/- per equity share ofRs. 10/- each (previous year t 3.50/- per equity share of Rs.10/- each). The payment of final dividend is subject to the approval of the Shareholders at the ensuing Annual General Meeting.

3. TRANSFER TO GENERAL RESERVE

Your directors propose to transfer the amount of Rs. 100.00 Lacs (previous year Rs. 200.00 Lacs) to the General Reserve, having regard to the requirements of Section 205 (2A) of the Companies Act, 1956 and with reference to the Companies (Transfer of profits to Reserve) Rules, 1975.

4. OPERATIONS

For the year under review, the turnover of the Company was Rs. 103.08 Crores against Rs. 84.41 Crores for the previous year showing an increase by 22%. During the year under review, the Company has achieved a milestone by crossing Rs. 100 Crores mark in terms of turnover. The Profit before Tax for the year is Rs. 14.42 Crores as againstRs. 11.19 Crores for the previous year showing an increase by 28.89%. In spite of bad economic condition in India and overall global economy in bad shape, your company has achieved an increased turnover and profits compared to the previous year.

5. FINANCE AND ACCOUNTS

During the year under review, your company has regularly paid the principal and interest to the term lender and there has been no default towards them. The company is at present using financial assistance in the form of working capital facilities from State Bank of India, Ahmadabad. Your company has overall banking limits of Rs. 18.38 Crores to capture its fund requirements. At present, the company is not utilizing any of the funded limits except non-fund based limits related to bank guarantees and letter of credit as sanctioned by State Bank of India. As your company is sufficiently funded from the internal accruals and cash accrual from sale of valve division, the company has invested in short term market instruments like fixed maturity plans, mutual funds and debt funds.

During the year under review, ICRA has conducted the surveillance of credit facilities and re-affirmed the long term credit ratings to 'A-' (A minus) and short term credit ratings to 'A1' (A one). The outlook of the long term ratings is stable. Strong credit ratings by ICRA reflect the company's financial discipline and prudence.

7. EXPORTS AND TECHNOLOGY DEVELOPMENTS

Exports for the year were at Rs.21.84 Crores as compared to Rs. 18.09 Crores for the previous year increasing by almost 20% compared to the last year. The export business has maintained its pace with the domestic market.

Your company is implementing latest technologies to manufacture better quality products. Improved technologies results into better quality production which enhance the reputation of the company in the domestic as well as international market.

8. FIXED DEPOSITS

Your company has not accepted new Fixed Deposits during the year under review. The matured Fixed Deposits are repaid in time. The existing Fixed Deposits are within the limits prescribed under Companies (Acceptance of Deposits) Rules, 1975 as amended to date.

9. DIRECTORS

Mr. Harbhajansingh B. Khalsa, Director, who retires by rotation and being eligible offers himself for re-appointment.

Mrs. Sheila S. Mody, Director, who retires by rotation and being eligible offers herself for re-appointment.

Mrs. Houtoxi F. Contractor, Director, who retires by rotation and being eligible offers herself for re-appointment.

The brief resume of the appointing directors are given in the Corporate Governance Report.

10. DIRECTORS' RESPONSIBILITY STATEMENT

Your Directors confirm that:

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

(ii) The directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 31st March, 2012 and of the profit of the company for the year ended on that date;

(iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(iv) The Directors have prepared the annual accounts on a going concern basis.

11. REPORT ON CORPORATE GOVERNANCE

As per Clause 49 of the Listing Agreement with the stock exchanges, a separate section on Corporate Governance together with a certificate from the Statutory Auditors confirming compliance is set out in the Annexure forming part of Corporate Governance Report.

12. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, RESEARCH AND DEVELOPMENT AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information pursuant to Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the report of the Board of Directors) Rules, 1988 regarding Conservation of Energy, Technology Absorption, Research & Development and Foreign Exchange earnings & outgo are given in Annexure -A which forms part of Directors' Report.

13. EMPLOYEES

As required under Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended to date, the particulars of which are given in Annexure - B which forms part of this Directors' Report.

14. STATUTORY AUDITORS

M/s. Apaji Amin & Co., Chartered Accountants retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. They have furnished a written certificate to the company certifying that, if they are re- appointed as Auditors of your company such appointment would be within the limits specified in Section 244(1 )(B) of the Companies Act, 1956. The notes to the accounts referred to in the Auditors' report are self-explanatory and, therefore, do not call for any further comments.

15. COST AUDITOR

As per the Circular of MCA Order No. F. No. 52/26/CAB-2010 dated 24/01/2012 ordering the Cost Audit of products falling under certain chapter heads of excise. Your company is falling within that order and hence appointed Mr. V. H. Shah, Cost Accountant as Cost Auditor to conduct cost audit for the financial year 2012-13.

16. APPRECIATION

Your Board takes this opportunity to express its sincere appreciation of the excellent contribution made by all its employees towards the overall performance of your company. Your Directors also thank all the shareholders, distributors, suppliers, bankers and other business associates for their valuable service and support during the year under review.

17. CAUTIONARY NOTE

The statements forming part of the Directors' Report may contain certain forward looking remarks within the meaning of applicable security laws and regulations. The actual results, performance, achievements of the company may be materially different from any future results, performance or achievements that may be expressed or implied by such forward looking statements.

For and on behalf of the Board,

Place : Ahmedabad Sorab. R.Mody

Date : 04/08/2012 Managing Director


Mar 31, 2011

THE MEMBERS, MAZDA LIMITED

The Directors have pleasure in presenting the Twenty First Annual Report on the business and operations of the company along with the Audited Accounts for the year ended March 31,2011.

1. FINANCIAL RESULTS

(Rs. in Lacs)

Sr. Particulars 2010-11 2009-10 No.

i. Sales (excluding excise duty) and other Income 8471.05 8099.02

ii. Profit before interest, depreciation and tax 1209.02 1603.26

iii. Interest 8.86 (-)1.04

iv. Tax Expenses (-)288.10 (-)532.41

v. Cash Profit 929.78 1069.81

vi. Depreciation (-)99.06 (-)113.18

vii. Prior period items (-)2.57 4.33

viii.Valve division net profit 1073.49 -

ix. Profit for the year 1901.64 960.96

x. Balance of Profit brought forward 3153.46 2417.04

xi. Total Profit available for appropriation 5055.09 3378.00

xii. Transfer to general reserve 200.00 100.00

xiii.Interim Dividend paid 149.03 -

xiv. Proposed Dividend 149.03 106.45

xv. Dividend Tax 50.08 18.09

xvi. Profit carried to Balance Sheet 4506.95 3153.46

2. DIVIDEND

Your directors have approved the payment of special interim dividend of Rs. 3.50 per equity share in its Board Meeting held on 29* January, 2011 from the proceeds of slump sale of valve division.

Your directors now recommends a final dividend of Rs. 3.50 per equity share (previous year Rs. 2.50 per equity share) which amounts to Rs. 149.03 Lacs i.e. 35% of the paid-up capital for the year ended 31" March, 2011, subject to approval of the shareholders at the ensuing Annual General Meeting of the company. The total outflow due to dividend payment including interim dividend for the current year will be Rs. 348.14 Lacs which includes dividend distribution tax of Rs. 50.08 Lacs.

3. TRANSFER TO GENERAL RESERVE

Your directors propose to transfer the amount of Rs. 200.00 Lacs (Previous year 100.00 Lacs) to the General Reserve, having regard to the requirements of Section 205 (2A) of the Companies Act, 1956 and with reference to the Companies (Transferof profits to Reserve) Rules, 1975.

4. OPERATIONS

The year under review shows increase in the net sales and other income. The net sales & other income of the company during the year increased to Rs. 84.71 Crores against Rs. 80.99 Crores of the previous financial year which amounts to increase of 4.60%.

The profit before tax from business activities decreased by about 25% to Rs. 11.19 Crores from Rs. 14.89 Crores of the previous financial year. The profit aftertax has decreased by 14% to Rs. 8.18 Crores from Rs. 9.57 Crores of the previous financial year. This decrease is mainly due to increase in input material cost, labour cost and change in product mix.

5. SALE OF VALVE DIVISION

In the current year under review, your company has sold its valve division situated at Plot No. 8, Hitendranagar Sahakari Vasahat, Naroda, Ahmedabad to Circor Flow Technologies India Private Limited on a going concern basis as slump sale by way of Business Purchase Agreement dated 01/04/2010 and the transaction has taken place on 01/06/2010 for a value of Rs. 22 Crore subject to adjustment of Net Fixed Assets and Net Current Assets of the valve division as per the agreement. During the year company has received a first tranche payment of Rs. 18.70 Crore and the second and final payment will be received aftertwo years of the transaction date after adjustments as stated in the Business Purchase Agreement. The capital gain and tax on capital gain is shown as extra ordinary item in the Profit and Loss Account.

6. FINANCE AND ACCOUNTS

During the year under review, your company has regularly paid the principal and interest to the term lender and there has been no default towards them. The company at present, has financial assistance in the form of working capital facilities from State Bank of India, Ahmedabad. Your company has overall banking limits of Rs. 12.88 Crores to capture its fund requirements. At present, the company is not utilizing any of the funded limits except non-fund based limits related to bank guarantees and letter of credit as sanctioned by State Bank of India. As your company is sufficiently funded from the internal accruals and cash accrual from sale of valve division, the company has invested in short term market instruments like mutual funds and debt funds.

During the year under review, ICRA has conducted the surveillance of credit facilities and upgraged the long term credit ratings from 'LBBB ' to 'LA-' and short term credit ratings from 'A2 ' to 'A1'.

8. EXPORTS AND TECHNOLOGY DEVELOPMENTS

Exports for the year were at Rs. 18.09 Crores as compared to Rs. 15.57 Crores for the previous year increasing by almost 16% compared to the last year. The export business is growing with the increased demand in the international markets for engineering products.

Due to technological advancements, your company has derived benefits like improvements in the quality of the current products, cost reductions, development of new and critical products with development of newdesigns for its products.

9. FIXED DEPOSITS

Your company has not accepted new Fixed Deposits during the year under review. The matured Fixed Deposits are repaid in time. The existing Fixed Deposits are within the limits prescribed under Companies (Acceptance of Deposits) Rules, 1975 as amended to date.

10. DIRECTORS

Dr. Nanalal C. Mehta, Chairman, who retires by rotation and being eligible offers himself for re-appointment. Mr. Mohib N. Khericha, Director, who retires by rotation and being eligible offers himself for re-appointment. Mr. Dady K. Contractor, Director, who retires by rotation and being eligible offers himself for re-appointment. The brief resume of the appointing directors are given in the Corporate Governance Report. J

11. DIRECTORS'RESPONSIBILITY STATEMENT -

Your Directors confirm that:

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

(ii) The directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 31st March, 2011 and of the profit of the company for the year ended on that date;

(iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(iv) The Directors have prepared the annual accounts on a going concern basis.

12. REPORT ON CORPORATE GOVERNANCE

As per Clause 49 of the Listing Agreement with the stock exchanges, a separate section on Corporate Governance together with a certificate from the Statutory Auditors confirming compliance is set out in the Annexure forming part of the Corporate Governance Report.

13. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, RESEARCH AND DEVELOPMENT AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information pursuant to Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the report of the Board of Directors) Rules, 1988 regarding Conservation of Energy, Technology Absorption, Research & Development and Foreign Exchange earnings & outgo are given in Annexure -A which forms part of Directors' Report.

14. EMPLOYEES

As required under Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended to date, the particulars of which are given in Annexure - B which forms part of this Directors' Report.

15. AUDITORS

M/s. Apaji Amin & Co., Chartered Accountants retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The notes to the accounts referred to in the Auditors' report are self-explanatory and, therefore, do not call for anyfurther comments.

16. APPRECIATION

Your Board takes this opportunity to express its sincere appreciation of the excellent contribution made by all its employees towards the overall performance of your company. Your Directors also thank all the shareholders, distributors, suppliers, bankers and other business associates for their valuable service and support during the year under review.

17. CAUTIONARY NOTE

The statements forming part of the Directors' Report may contain certain forward looking remarks within the meaning of applicable security laws and regulations. The actual results, performance, achievements of the company may be materially different from any future results, performance or achievements that may be expressed or implied by such forward looking statements.

For and on behalf of the Board,

Place : Ahmedabad Sorab.R.Mody Date : 30/07/2011 Managing Director


Mar 31, 2010

The Directors have pleasure in presenting the Twentieth Annual Report on the business and operations of the company along with the Audited Accounts for the year ended March 31,2010.

1. FINANCIAL RESULTS

(Rs. in Lacs)

Sr. No. Particulars 2009-10 2008-09

i. Sales (excluding excise duty) and other Income 8099.02 8079.26

ii. Profit before interest, depreciation and tax 1603.26 1555.81

iii. Interest (-) 1.04 (-) 25.68

iv. Tax Expenses (-) 532.41 (-) 513.27

v. Cash Profit 1069.81 1016.86

vi. Depreciation (-) 113.18 (-) 106.05

vii. Prior period & Extra ordinary items 4.33 18.86

viii. Profit for the year 960.96 929.67

ix. Balance of Profit brought forward 2417.04 1657.00

x. Total Profit available for appropriation 3378.00 2586.67

xi. Transfer to general reserve 100.00 70.00

xii. Proposed Dividend 106.45 85.16

xiii. Dividend Tax 18.09 14.47

xiv. Profit carried to Balance Sheet 3153.46 2417.04

2. DIVIDEND & TRANSFER TO GENERAL RESERVE

Your directors have recommended a dividend of Rs. 2.50 per equity share (previous year Rs. 2.00 per equity share) which amounts to Rs. 106.45 Lacs i.e. 25% of the paid-up capital for the year ended 31* March, 2010, subject to approval of the shareholders at the ensuing Annual General Meeting of the company. The total outflow due to dividend payment for the current year will be Rs. 124.54 Lacs which includes dividend distribution tax of Rs. 18.09 Lacs.

Your directors propose to transfer the amount of Rs. 100.00 Lacs (Previous year 70.00 Lacs) to the General Reserve, having regard to the requirements of Section 205 (2A) of the Companies Act, 1956 and with reference to the Companies (Transfer of profits to Reserve) Rules, 1975.

3. OPERATIONS

The year under review shows marginal increase in the net sales and other income. The net sales & other income of the company during the year marginally increased to Rs. 80.99 Crores against Rs. 80.79 Crores of the previous financial year.

The profit before tax increased by about 5% to Rs. 14.89 Crores from Rs. 14.24 Crores of the previous financial year. The profit aftertax has increased by 5% to Rs. 9.57 Crores from Rs. 9.11 Crores of the previous financial year.

4. FINANCEANDACCOUNTS

During the year under review, your company has regularly paid the principal and interest to the term lender and there has been no default towards them. The company is at present using financial assistance in the form of working capital facilities from State Bank of India, Ahmedabad. Your company had overall banking limits of Rs. 16.86 Crores to capture its fund requirements which have been reduced to Rs. 12.88 Crores as your company is sufficiently funded from the internal accruals. At present, the company is not utilizing any of the funded limits as sanctioned by State Bank of India.

5. POSTAL BALLOT FOR SELLING OF VALVE DIVISION

Your company has obtained the approval of shareholders by way of postal ballot procedure for selling of valve division on a going concern basis as a slump sale to CIRCOR Flow Technologies India Private Limited for a consideration of approx. Rs. 22 Crores by way of Business Purchase Agreement dated 01/04/2010. The transfer / sale of business has taken effect on 01/06/2010.

Mr. Tehmul B. Sethna was appointed as a scrutinizer for conducting the postal ballot. He had submitted his report to the company and the results of the postal ballot were declared on 04/05/2010 and resolutions were passed with 99.90% majority.

6. MANAGEMENT DISCUSSION AND ANALYSIS

(a) Industry Structure and Developments: The year has started with the midst of the global crisis, financial melt down and adverse business conditions as Indian economy growth rate remains below the average level. The government has taken several stimulus measures like cut in excise duty rates, change in interest rates etc. As a result of the same the market sentiments improved in the part of the year.

Engineering Business:

The global economic crisis did impact the continuous growth of your company. However the impact was minimized due to backlog of orders on hand. Your company has gone forward in the "balance of plant supply" for power plants by now supplying complete condensing packages comprising of surface condensers, C.E. pumps, gland steel condensers, air evacuation systems, low pressure feed water heaters and high pressure feed water heaters. The company has bagged orders from prestigious OEMs like Jebson & Jebson, Malayasia and GE Oil & Gas, France.

Food Business:

BCool has added several new products to its portfolio this year. To move away for the volatility of commodity prices, the focus for this year has been preliminarily on food colours, food essences, soya sauce and distilled vinegar. Moreover, this year the food division has also been able to add new countries to its export oriented business. With an increased capacity this year, we have been able to offer our customers faster delivery and improved quality. BCool has also started retailing as an established brand in 2 major supermarkets in the U.A.E. The food division will continue to develop new products in the face of rising food costs. We aim to significantly increase our customer base whilst furthering strong brand recognition this year.

(b) Segment-wise Performance: Your company has divided the business in two segments i.e. Engineering Division and Food Division.

Your companys performance has remained constant in their engineering division as the current year sales has remained more or less the same.

The food business of your company is facing competition and increase in the raw material prices. The sale has increased by 10% in the current year.

(c) Outlook: The Indian economy is getting back to the growth path. The demand of the products will grow in the coming years as the engineering industry is growing with good pace. In the export segment, there are no changes in demand as the markets have not improved at the international level. Notwithstanding the above your company has continued its innovations in the product chain and technology upgradation has resulted in the cost effective production. Your company is an established player in the engineering industry for its products and it offers to introduce new products to maintain its leadership position and to deliver profitable growth.

The utilization of the sale proceeds of the valve division in growth of the main business of the vacuum systems and evaporators will generate handsome profits. Entering into turnkey based projects related to vacuum systems will improve the growth line of the company.

The fourth unit will give additional capacity to the company which will be functional in the next year.

(d) Opportunities and threats: The company has cash reserves which can be used for the development of the companys existing business line. The additional capacity for production will prove to be helpful for catering to better and critical jobs. The orders are coming with ease as markets are now stabilized. As the engineering sector is not badly affected by the downturn and your company is away from the recession, the growth prospects are on good track. There are opportunities for growth as the government has set the platform for improving the performances of the economy.

The continuous increase in the steel prices in the last few years has put pressures on the margins of the company but your company, as you are aware, is in the customized engineering goods manufacturing which helps to maintain its existing margins.

(e) Internal control systems and risk management: Your company has adequate internal control system in place. The internal auditor is viewing your companys performance as well as internal checks and controls are properly reviewed in consultation with the external auditors and Board of Directors of your company.

The company maintains appropriate internal systems of internal control, including monitoring procedures, to ensure that all assets are safeguarded against loss from unathorised uses or disposition. Company policy, guidelines and procedures are in place to ensure that all transactions are authorised and recorded correctly as well as to provide for adequate checks and balances.

The internal control system together with the external auditors reviews the effectiveness and efficiency of these systems and procedures. The audits are finalised on basis of internal risk assessment.

(f) Human Resources and Industrial Relations: The board wishes to express its deep appreciation to all employees in your company for their contributions to your company during the year.

The company has employed 199 personnel as at 31/03/2010 out of which 50 employees were transferred to CIRCOR w.e.f. 01/06/2010 as per the Business Purchase Agreement with the same terms and conditions of the employment as in your company. All the employees are having the required qualifications to perform their jobs.

The industrial relations scenario in your company remains stable. The company gives priority to the training and development of the employees.

7. EXPORTS AND TECHNOLOGY DEVELOPMENTS

Exports for the year were at Rs.18.09 Crores as compared to Rs. 15.57 Crores for the previous year increasing by almost 16% compared to the last year. The export business is growing with the increased demand in the international markets for the engineering products.

Due to technological advancements, your company has derived benefits like improvements in the quality of the current products, cost reductions, development of new and critical products with development of new designs for its products.

8. FIXED DEPOSITS

Your company has not accepted new Fixed Deposits during the year under review. The matured Fixed Deposits are repaid in time. The existing Fixed Deposits are within the limits prescribed under Companies (Acceptance of Deposits) Rules, 1975 as amended to date.

9. DIRECTORS

Mr. Samuel F. Croll - III, Director, who retires by rotation and being eligible offers himself for re-appointment. Mrs. Sheila S. Mody, Director, who retires by rotation and being eligible offers herself for re-appointment. Mrs. Houtoxi F. Contractor, Director, who retires by rotation and being eligible offers herself for re-appointment. The brief resume of the appointing directors are given in the Corporate Governance Report.

10. DIRECTORS RESPONSIBILITY STATEMENT

Your Directors confirm that:

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

(ii) The directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 31 * March, 2010 and of the profit of the company for the year ended on that date;

(iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(iv) The Directors have prepared the annual accounts on a going concern basis.

11. REPORT ON CORPORATE GOVERNANCE

As per Clause 49 of the Listing Agreement with the stock exchanges, a separate section on Corporate Governance together with a certificate from the Statutory Auditors confirming compliance is set out in the Annexure forming part of this report.

12. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION. RESEARCH AND DEVELOPMENT AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information pursuant to Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the report of the Board of Directors) Rules, 1988 regarding Conservation of Energy, Technology Absorption, Research & Development and Foreign Exchange earnings & outgo are given in Annexure -A which forms part of Directors Report.

13. EMPLOYEES

As required under Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended to date, the particulars of which are given in Annexure - B which forms part of this Directors Report.

14. AUDITORS

M/s. Apaji Amin & Co., Chartered Accountants retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The notes to the accounts referred to in the Auditors report are self-explanatory and, therefore, do not call for any further comments.

15. APPRECIATION

Your Board takes this opportunity to express its sincere appreciation of the excellent contribution made by all its employees towards the overall performance of your company. Your Directors also thank all the shareholders, distributors, suppliers, bankers and other business associates for their valuable service and support during the year under review.

16. CAUTIONARY NOTE

The statements forming part of the Directors Report may contain certain forward looking remarks within the meaning of applicable security laws and regulations. The actual results, performance, achievements of the company may be materially different from any future results, performance or achievements that may be expressed or implied by such forward looking statements.

For and on behalf of the Board,

Place : Ahmedabad S.R.MODY

Date : 31/07/2010 Managing Director