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Directors Report of Nitin Alloys Global Ltd.

Mar 31, 2015

Dear Members,

The Directors have the pleasure in submitting the Thirty Second Annual Report on the business and operation of the Company along with the Audited Accounts for the financial year ended 31st March, 2015.

Financial Result

The performance of the Company for the financial year ended 31st March, 2015 is summarized below: Rs. Lacs

Particulars Current Year Previous Year

Total Revenue 4,221.36 3,640.07

Total Expenditure 3,956.60 3,415.37

Earnings before Depreciation and Taxes 264.75 224.70

Depreciation and Amortization 99.18 83.66

Earnings before Taxes 165.57 141.04

Tax expenses including Deferred tax 54.48 52.44

Profit after Taxes 111.09 88.60

Add : Balance brought forward from 1,537,46 1, 448.86 previous year

Less : Excess Carried Value of Fixed 107.87 - Assets Adjusted

Profit after Taxes 1,540.68 1,537.46

Less : Proposed Dividend on Equity Shares (Including Tax on Dividend) 16.85 -

Balance carried to Balance Sheet 1,523.84 1,537.46

Business Results

During the year under review, your Company has registered a turnover of Rs. 4,221.36 Lacs as against Rs. 3,640.07 Lacs in the previous year. The Profit before taxes in the current year is Rs. 165.57 Lacs as against Rs. 141.04 Lacs in the previous year and profit after taxes are Rs. 111.09 Lacs as against Rs. 88.60 Lacs in the previous year.

Dividend

Your Directors have recommended dividend Rs. 1.00 per equity share for the financial year ended 31st March, 2015, amounting to Rs. 14.04 Lacs. The dividend payout is subject to approval of members at the ensuring Annual General Meeting.

The dividend will be paid to members whose name appear in the Register of Members as on September 14, 2015; in respect of shares held in dematerialized form, it will be paid to members whose names are furnished by National Securities Depository Limited and Central Depository Services (India) Limited as beneficial owners as on that date.

New Product

We would like to inform you that we have set up & introduced a new pilot plant of Investment Castings with the total capacity of 10 M.T. per month. The Pilot plant of 10 M.T. is already installed and trials have commenced from 28th February, 2015 with total capital investment of Rs. 71.00 Lacs and the further expansion decision will be taken on appropriate time. We estimate that the new plant will add a top line of Rs. 2 Crores in current financial year.

The major customer base for the Investment Castings will cover following Industries.

a) Medical Equipment

b) Defence

c) Aerospace

d) Pumps & Valve

e) Food processing

f) Steel Industries

We have synergy with all existing customers to develop the new requirement of the project and new customer base.

Listing of Shares and Dematerialization

The Company's shares are listed and traded at Bombay Stock Exchange (BSE) and its scrip code is 508875 and ISIN No. INE861H01012

Safety

The Management is committed to ensure safety of its employees, plant and community at all its operations. The safety Management system has been established, communication, involvement, motivation, skill development, training and health have been identified as the key drivers for safe working environment. These initiatives have resulted in reducing the injuries and lost time significantly.

Fixed Deposit

During the year under review, the Company did not raise funds by way of fixed deposits and, as such, no amount of principal or interest was outstanding as on the balance sheet date.

Environment Protection and Pollution Control

The Company has always been socially conscious corporate, and has always carried forward all its operations and procedures following environment friendly norms with all necessary clearances.

Your Company has taken the following steps towards environment and Ecological balance in manufacturing of Castings.

* Continuous plantation activities in and around the Factory as usual has helped in keeping the environment pollution free.

Industrial Relation

Cordial industrial relation and improvement in production were maintained at the Company's plant.The management appreciates the support of employees at all level and looks forward to their full co-operation and involvement in years to come.

Directors

In pursuant to the provisions of the Companies Act, 2013 and the Articles of Associations of the Company,

Mr. Nipun Kedia retires by rotation and being eligible, offer them for re-appointment.

Age & Name Designation Qualification Experience (Years)

Mr. Nipun Kedia Director B.E. 28/5

Date of Name Commencement of Employment

Mr. Nipun Kedia 01/07/2010

Brief profile of Mr. Nipun Kedia is annexed to the Notice of meeting.

Declaration of Independence

Your Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under the provisions of Companies Act, 2013 read with Schedules and Rules issued thereunder as well as clause 49 of Listing Agreement.

Internal Audit System

The Company's internal Auditors had conducted periodic audit to provide reasonable assurance that the Company's established policies and procedure have been followed.

Internal Control System and its Adequacy

The Company has a proper and adequate internal control system for all its activities including safeguarding and protecting its assets against any loss from its unauthorized use or disposition. All transaction are properly documented, authorized, recorded and reported correctly. The Company has well defined Management Reports on key performance indicators. The systems are reviewed continuously and its improvement and effectiveness is enhanced based on the reports from various fields. Normal foreseeable risks to the company's assets are adequately covered by comprehensive insurance.

Particulars of Employees

In terms of the provisions of Section 197(12) of the Companies Act, 2013 and the Companies (Particulars of Employee) Rules, 1975, names and other particulars of the employees required are not given as none of the employee is covered under the said provisions of the Act.

Conservation of Energy

The company has taken all possible measures for the conservation of energy by undertaking melting operations in consolidated and economical lot sizes for optimum utilizations of furnace.

Technology Absorption

The Company's in-house Research and Development Department is engaged in continuous up-gradation to take up the changing market demand and this has been well appreciated by the user industries. The Company has adopted modern technology which has provided cost reduction and improvement in manufacturing processes to maintain highest standard in quality and customer satisfaction.

Foreign Exchange Earning and Outgo

The information regarding the foreign exchange earnings and outgo is contained in Note no. 1(i) to the Notes to Accounts.

Auditors' Report

The auditors' report is self explanatory. It does not require any comment as there is no qualification in reports.

Code of Conduct

In terms of requirement of Clause 49 of the Listing Agreement, the Company has received certificate from all its Senior Management personnel and members of the Board about the compliance of Code of Conduct as laid down by the Board.

Sexual Harassment of Women at Workplace

There were no cases of sexual harassment filed during the year under review, in terms of the provision of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Directors' Responsibility Statement

Yours Directors state that:

(i) That in presentation of the Annual Accounts, applicable Accounting Standards has been followed.

(ii) That the accounting policies have been consistently applied and reasonable, prudent judgment and estimates are made so as to give true and fair view of the state of affairs of your Company as at 31st March 2015.

(iii) That the proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provision of the Companies Act, 2013 for safeguarding the assets of your company and for preventing and detecting frauds and other irregularities.

(iv) That the annual accounts of your company have been prepared on going concern basis.

(v) The directors have laid down internal financial controls, which are adequate and operating effectively.

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

Management Discussion and Analysis and Corporate Governance Report

In compliance with clause 49 of the Listing Agreement entered in with the Stock Exchanges, a separate section on Management Discussion and Analysis that includes details on the state of affairs of the Company as required to be disclosed in the Directors Report forms part of this Annual Report. Further, the Corporate Governance Report, as approved by the Board of Directors, together with a certificate from the Statutory Auditors confirming the compliance with requirements of Clause 49 of the Listing Agreement also forms part of Annual Report.

Statutory Auditors

M/s. Jajodia and Company, Chartered Accountants, Statutory Auditor of the Company, holds office until the conclusion of the ensuing Annual General Meeting and is recommended for re-appointment and to fix their remuneration. Certificate from the Auditors has been received to the effect that their re-appointment, if made, would be within the limits prescribed under section 1 39 of the Companies Act, 201 3.

Secretarial Auditor

The Board has appointed M/s. K. Pratik & Associates,, Practicing Company Secretary, to conduct Secretarial Audit Report for the financial year ended March 31,2015 is annexed herewith. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

Extract of Annual Return

In accordance with Section 134(3)(a) of the Companies Act, 2013, an extract of the annual return in the prescribed format is appended as annexure to the Board's report

Acknowledgements

The Directors wish to convey their appreciation to all the Company employees for their enormous personal efforts as well as their collective contribution to Company's record performance. The Directors would also like to thank their Shareholders, Customers, Dealers, Suppliers, Bankers, Financial Institutions, Government Authorities and all Other Business Associates for the continued support given by them to the Company and their confidence in the Management.

By Order of the Board of Director

Mumbai, the 30th day of May 2015 Mr. S. L. Agarwal Wholetime Director Din No. : 00347757


Mar 31, 2014

Dear Members,

The Directors have the pleasure in submitting the Thirty First Annual Report on the business and operation of the Company along with the Audited Accounts for the financial year ended 31st March, 2014.

Financial Result

The performance of the Company for the financial year ended 31st March, 2014 is summarized below:

Rs. in Lacs Particulars Current Year Previous Year

Total Revenue 3,640.07 3,474.34

Total Expenditure 3,415.37 3,177.63

Earnings before Depreciation 224.70 296.71 and Taxes

Depreciation and Amortization 83.67 84.65

Earnings before Taxes 141.03 212.06

Tax expenses including Deferred tax 52.44 68.80

Profit after Taxes 88.59 143.26

Add : Balance brought forward 1,448.87 1,305.61 from previous year

Balance carried to Balance Sheet 1,537.46 1,448.87

Business Results

During the year under review, your Company has registered a turnover of Rs. 3,640.07 Lacs as against Rs. 3,474.34 Lacs in the previous year. The Profit before taxes in the current year is Rs. 141.04 Lacs as against Rs. 212.06 Lacs in the previous year and profit after taxes are Rs. 88.59 Lacs as against Rs. 143.26 Lacs in the previous year.

Dividend

Your Directors have not recommended any payment of dividend during the financial year ended 31st March, 2014. Your Directors are of the opinion that plough back of profit into the business will reward share holders suitably in future.

Listing of Shares and Dematerialization

The Company''s shares are listed and traded at Bombay Stock Exchange (BSE) and its scrip code is 508875 and ISIN No. INE861H01012

Safety

The Management is committed to ensure safety of its employees, plant and community at all its operations. The safety Management system has been established, communication, involvement, motivation, skill development, training and health have been identified as the key drivers for safe working environment. These initiatives have resulted in reducing the injuries and lost time significantly.

Fixed Deposit

During the year under review, the Company did not raise funds by way of fixed deposits and, as such, no amount of principal or interest was outstanding as on the balance sheet date.

Environment Protection and Pollution Control

The Company has always been socially conscious corporate, and has always carried forward all its operations and procedures following environment friendly norms with all necessary clearances.

Your Company has taken the following steps towards environment and Ecological balance in manufacturing of Castings.

* Continuous plantation activities in and around the Factory as usual has helped in keeping the environment pollution free.

Industrial Relation

Cordial industrial relation and improvement in production were maintained at the Company''s plant. The management appreciates the support of employees at all level and looks forward to their full co-operation and involvement in years to come.

Directors

In pursuant to the provisions of the Companies Act, 1956 and the Articles of Associations of the Company, Mr. Nirmal Kedia retires by rotation and being eligible, offer themselves for re-appointment.

Name Designation Gross Qualification Age & Date of Remuneration Experience Commence (Years) ment of Employment

Mr. Nirmal Director 12,00,000/- B. Com. 44/20 01/04/2005 Kedia

Internal Audit System

The Company''s internal Auditors had conducted periodic audit to provide reasonable assurance that the Company''s established policies and procedure have been followed.

Internal Control System and its Adequacy

The Company has a proper and adequate internal control system for all its activities including safeguarding and protecting its assets against any loss from its unauthorized use or disposition. All transaction are properly documented, authorized, recorded and reported correctly. The Company has well defined Management Reports on key performance indicators. The systems are reviewed continuously and its improvement and effectiveness is enhanced based on the reports from various fields. Normal foreseeable risks to the company''s assets are adequately covered by comprehensive insurance.

Particulars of Employees

In terms of the provisions of Section 217(2A) of the Companies Act, 1956 and the Companies (Particulars of Employee) Rules, 1975, names and other particulars of the employees required are not given as none of the employee is covered under the said provisions of the Act.

Conservation of Energy

The company has taken all possible measures for the conservation of energy by undertaking melting operations in consolidated and economical lot sizes for optimum utilizations of furnace.

Technology Absorption

The Company''s in-house Research and Development Department is engaged in continuous up-gradation to take up the changing market demand and this has been well appreciated by the user industries. The Company has adopted modern technology which has provided cost reduction and improvement in manufacturing processes to maintain highest standard in quality and customer satisfaction.

Foreign Exchange Earning and Outgo

The information regarding the foreign exchange earnings and outgo is contained in Note no. 1 (i) to the Notes to Accounts.

Auditors'' Report

The auditors'' report is self explanatory. It does not require any comment as there is no qualification in reports. Code of Conduct

In terms of requirement of Clause 49 of the Listing Agreement, the Company has received certificate from all its Senior Management personnel and members of the Board about the compliance of Code of Conduct as laid down by the Board.

Sexual Harassment of Women at Workplace

There were no cases of sexual harassment filed during the year under review, in terms of the provision of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Directors'' Responsibility Statement

Pursuant to Section 217(2AA) of the Companies Act, 1956 the Directors, subscribe to the Directors Responsibility statement and Confirm as under:

(i) That in presentation of the Annual Accounts, applicable Accounting Standards has been followed.

(ii) That the accounting policies have been consistently applied and reasonable, prudent judgment and estimates are made so as to give true and fair view of the state of affairs of your Company as at 31st March 2014.

(iii) That the proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provision of the Companies Act, 1956 for safeguarding the assets of your company and for preventing and detecting frauds and other irregularities.

(iv) That the annual accounts of your company have been prepared on going concern basis.

Statutory Auditors

M/s. Jajodia and Company, Chartered Accountants, Statutory Auditor of the Company, holds office until the conclusion of the ensuing Annual General Meeting and is recommended for re-appointment and to fix their remuneration. Certificate from the Auditors has been received to the effect that their re-appointment, if made, would be within the limits prescribed under section 224(1B) of the Companies Act, 1956.

Cost Auditors

The Board of Directors has approved the appointment of M/s. Dilip Bathija & Associates, Cost Accountants, as Cost Auditors, for conducting Cost Audit in relation to Alloys Steel Castings manufactured by the Company for the financial year ended March, 2014.

As per section 148 read with Companies (Audit & Auditors) Rules, 2014 and other applicable provisions, if any, of the Companies Act, 2013 the Board of Directors of your Company has appointed M/s Dilip Bathija & Associates, Cost Accountants as the Cost Auditor of your Company for the financial year 2014-15 on the recommendations made by the Audit Committee. The remuneration proposed to be paid to the Cost Auditors, subject to the ratification by the members at the ensuing Annual General Meeting, would be Rs. 40,000 (Rupees Forty Thousand) excluding out of pocket expenses, if any.

The Cost Audit report for the financial year 2012-13 was filed within the due date. The due date for submission of the Cost Audit Report for the year 2013-14 is within 180 days from 31st March, 2014.

Management Discussion and Analysis and Corporate Governance Report

In compliance with clause 49 of the Listing Agreement entered in with the Stock Exchanges, a separate section on Management Discussion and Analysis that includes details on the state of affairs of the Company as required to be disclosed in the Directors Report forms part of this Annual Report. Further, the Corporate Governance Report, as approved by the Board of Directors, together with a certificate from the Statutory Auditors confirming the compliance with requirements of Clause 49 of the Listing Agreement also forms part of Annual Report.

Acknowledgements

The Directors wish to convey their appreciation to all the Company employees for their enormous personal efforts as well as their collective contribution to Company''s record performance.

The Directors would also like to thank their Shareholders, Customers, Dealers, Suppliers, Bankers, Financial Institutions, Government Authorities and all Other Business Associates for the continued support given by them to the Company and their confidence in the Management.

By Order of the Board of Directors Director

Mumbai, the 30th day of May, 2014


Mar 31, 2013

To, The Members,

The Directors have the pleasure in submitting the Thirtieth Annual Report on the business and operation of the Company along with theAudited Accounts forthe financial year ended 31st March, 2013.

Financial Result

The performance of the Company for the financial year ended 31st March, 2013 is summarized below:

Rs.in Lacs

Particulars Current Year Previous Year

Total Revenue 3,474.34 3,452.29

Total Expenditure 3,177.63 3,144.92

Earnings before Depreciation and Taxes 296.71 307.37

Depreciation and Amortization 84.65 97.49

Earnings before Taxes 212.06 209.88

Tax expenses including Deferred tax 68.80 8.27

Profit after Taxes 143.26 141.61

Add : Balance brought forward from previous year 1,305.61 1,164.01

Balance carried to Balance Sheet 1,448.87 1,305.62

Global & Indian Economy

The global economic scenario in financial year 2012-13 continued to be fraught with challenges. Major economies witnessed slower growth and the Eurozone was full of uncertainty. An Indian economy also seen shortfall crisis due to persistence of high rates of inflation and the direct impact this may have had on profitability and through that on investment behavior. However, in recent months, there are some sign of conditions stabilizing and a gradual improvement in the global economic environment.

Business Results

During the year under review, your Company has registered a turnover of? 3,474.34 Lacs as against ? 3,452.29 Lacs in the previous year. The Profit before taxes in the current year is ? 212.06 Lacs as against ? 209.87 Lacs in the previous year and profit after taxes are ? 143.26 Lacs as against ? 141.61 Lacs in the previous year.

Dividend

Your Directors have not recommended any payment of dividend during the financial year ended 31st March, 2013. Your Directors are of the opinion that plough back of profit into the business will reward share holders suitably in future.

Listing of Shares and Dematerialization

The Company''s shares are listed and traded at Bombay Stock Exchange (BSE) and its scrip code is 508875 and ISINNo. INE861H01012

Safety

The Management is committed to ensure safety of its employees, plant and community at all its operations. The safety Management system has been established, communication, involvement, motivation, skill development, training and health have been identified as the key drivers for safe working environment. These initiatives have resulted in reducing the injuries and lost time significantly.

Fixed Deposit

During the year under review, the Company did not raise funds by way of fixed deposits and, as such, no amount of principal or interest was outstanding as on the balance sheet date.

Environment Protection and Pollution Control

The Company has always been socially conscious corporate, and has always carried forward all its operations and procedures following environment friendly norms with all necessary clearances.

Your Company has taken the following steps towards environment and Ecological balance in manufacturing of Castings.

Continuous plantation activities in and around the Factory as usual has helped in keeping the environment pollution free.

Industrial Relation

Cordial industrial relation and improvement in production were maintained at the Company''s plant. The management appreciates the support of employees at all level and looks forward to their full co-operation and involvement in years to come.

Directors

In pursuant to the provisions of the Companies Act, 1956 and the Articles of Associations of the Company, Mr. Nitin Kedia and Mr. DevenDoshi retires by rotation and being eligible, offer themselves for re-appointment.

Internal Audit System

The Company''s internal Auditors had conducted periodic audit to provide reasonable assurance that the Company''s established policies and procedure have been followed.

Internal Control System and its Adequacy

The Company has a proper and adequate internal control system for all its activities including safeguarding and protecting its assets against any loss from its unauthorized use or disposition. All transaction are properly documented, authorized, recorded and reported correctly. The Company has well defined Management Reports on key performance indicators. The systems are reviewed continuously and its improvement and effectiveness is enhanced based on the reports from various fields. Normal foreseeable risks to the company''s assets are adequately covered by comprehensive insurance.

Particulars of Employees

In terms of the provisions of Section 217(2A) of the Companies Act, 1956 and the Companies (Particulars of Employee) Rules, 1975, names and other particulars of the employees required are not given as none of the employee is covered underthe said provisions of the Act.

Conservation of Energy and Technology Absorption and Foreign Exchange Earning & Outgo

The company has taken all possible measures forthe conservation of energy by undertaking melting operations in consolidated and economical lot sizes for optimum utilizations of furnace.

The Company''s in-house Research and Development Department is engaged in continuous up-gradation to take up the changing market demand and this has been well appreciated by the user industries. The Company has adopted modern technology in expansion of the capacity which has provided cost reduction and improvement in manufacturing processes to maintain highest standard in quality and customer satisfaction.

Foreign Exchange Earning and Outgo

The information regarding the foreign exchange earnings and outgo is contained in Note no. 1(i) to the Notes to Accounts.

Auditors'' Report

The auditors'' report is self explanatory. It does not require any comment as there is no qualification in reports.

Code of Conduct

In terms of requirement of Clause 49 of the Listing Agreement, the Company has received certificate from all its Senior Management personnel and members of the Board about the compliance of Code of Conduct as laid down by the Board.

Directors''Responsibility Statement

Pursuant to Section 217(2AA) of the Companies Act, 1956 the Directors, subscribe to the Directors Responsibility statement and Confirm as under:

(i) That in presentation of the Annual Accounts, applicable Accounting Standards has been followed. (ii) That the accounting policies have been consistently applied and reasonable, prudent judgment and estimates are made so as to give true and fairviewof the state of affairs of your Company as at 31st March 2013.

(iii) That the proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisionofthe CompaniesAct, 1956 for safeguarding the assets ofyour company and for preventing and detecting frauds and other irregularities.

(iv) That the annual accounts ofyour company have been preparedongoing concern basis.

StatutoryAuditors

M/s. Jajodia and Company, Chartered Accountants, Statutory Auditor of the Company, holds office until the conclusion of the ensuing Annual General Meeting and is recommended for re-appointment and to fix their remuneration. Certificate from the Auditors has been received to the effect that their re-appointment, if made, wouldbewithin the limits prescribed under section 224(1B)ofthe CompaniesAct, 1956.

CostAuditors

The Board of Directors has approved the appointment of M/s. Dilip Bathija & Associates, Cost Accountants, as Cost Auditors, for conducting Cost Audit in relation to Alloys Steel Castings manufactured by the Company for the financial year ended March, 2013 and for issuance of Compliance Report for the financial year ended March 31, 2013 under the Companies (CostAccounting Records) Rules, 2011.

ManagementDiscussion andAnalysis and CorporateGovernanceReport

In compliance with clause 49 of the Listing Agreement entered in with the Stock Exchanges, a separate section on Management Discussion andAnalysis that includes details on the state of affairs of the Company as required to be disclosed in the Directors Report forms part of this Annual Report. Further, the Corporate Governance Report, as approved by the Board of Directors, together with a certificate from the StatutoryAuditors confirming the compliance with requirementsof Clause 49 ofthe ListingAgreement also forms part ofAnnual Report.

Acknowledgements

The Directors wish to convey their appreciation to all the Company employees for their enormous personal efforts aswellastheir collective contributionto Company''s record performance.

The Directors would also like to thank their Shareholders, Customers, Dealers, Suppliers, Bankers, Financial Institutions, Government Authorities and all Other Business Associates for the continued support given by them to the Company and their confidencein the Management.

By Order of the Board of Directors

Nipun Kedia

Thane, the 30th day of May, 2013 Director


Mar 31, 2012

The Directors have the pleasure in submitting the Twenty Ninth Annual Report on the business and operation of the Company along with the Audited Accounts for the financial year ended 31st March, 2012.

Financial Result

The performance of the Company for the financial year ended 31st March, 2012 is summarized below:

Rs. in Lacs

Particulars Current Year Previous Year

Total Revenue 3,452.29 3,128.66

Total Expenditure 3,144.92 2,799.10

Earnings before Depreciation and Taxes 307.37 329.56

Depreciation and Amortization 97.49 98.43

Earnings before Taxes 209.88 231.13

Tax expenses including Deferred tax 68.27 85.39

Profit after Taxes 141.61 145.74

Add : Balance brought forward from previous year 1,164.01 1,018.27

Balance carried to Balance Sheet 1,305.62 1,164.01

Global Economy

The global economic environment has been fragile, owing to the various reasons such as political turmoil in Middle East & North Africa, aftermath of the earthquake and tsunami in Japan, US economy downgrade by rating agencies and challenges in Eurozone. However, in recent months, there are sign of conditions stabilizing and a gradual improvement in the global economic environment.

Business Results

During the year under review, your Company has registered a turnover of Rs. 3,452.29 Lacs as against Rs. 3,128.66 Lacs in the previous year. The Profit before taxes in the current year is Rs. 209.88 Lacs as against Rs. 231.13 Lacs in the previous year and profit after taxes are Rs. 141.61 Lacs as against Rs. 145.74 Lacs in the previous year.

Dividend

Your Directors have not recommended any payment of dividend during the financial year ended 31st March, 2012. Your Directors are of the opinion that plough back of profit into the business will reward share holders suitably in future.

Listing of Shares and Dematerialization

The Company's shares are listed and traded at Bombay Stock Exchange (BSE) and its scrip code is 508875 and ISIN No. INE861H01012

Safety

The Management is committed to ensure safety of its employees, plant and community at all its operations. The safety Management system has been established, communication, involvement, motivation, skill development, training and health have been identified as the key drivers for safe working environment. These initiatives have resulted in reducing the injuries and lost time significantly.

Future Outlook

The Management of the Company is of the opinion that the future out look is bright for sustaining the growth in the current year. Your Company has already established its position in the market and does expect better results.

Fixed Deposit

During the year under review, the Company did not raise funds by way of fixed deposits and, as such, no amount of principal or interest was outstanding as on the balance sheet date.

Environment Protection and Pollution Control

The Company has always been socially conscious corporate, and has always carried forward all its operations and procedures following environment friendly norms with all necessary clearances.

Your Company has taken the following steps towards environment and Ecological balance in manufacturing of Castings.

- Continuous plantation activities in and around the Factory as usual has helped in keeping the environment pollution free.

Industrial Relation

Cordial industrial relation and improvement in production were maintained at the Company's plant. The management appreciates the support of employees at all level and looks forward to their full co-operation and involvement in years to come.

Directors

In pursuant to the provisions of the Companies Act, 1956 and the Articles of Associations of the Company, Mr. Nipun Kediaand Mr. Arvind Jalan retires by rotation and being eligible, offer themselves for re-appointment.

Internal Audit System

The Company's internal Auditors had conducted periodic audit to provide reasonable assurance that the Company's established policies and procedure have been followed.

Internal Control System and its Adequacy

The Company has a proper and adequate internal control system for all its activities including safeguarding and protecting its assets against any loss from its unauthorized use or disposition. All transaction are properly documented, authorized, recorded and reported correctly. The Company has well defined Management Reports on key performance indicators. The systems are reviewed continuously and its improvement and effectiveness is enhanced based on the reports from various fields. Normal foreseeable risks to the company's assets are adequately covered by comprehensive insurance.

Particulars of Employees

In terms of the provisions of Section 217(2A) of the Companies Act, 1956 and the Companies (Particulars of Employee) Rules, 1975, names and other particulars of the employees required are not given as none of the employee is covered under the said provisions of the Act.

Conservation of Energy and Technology Absorption and Foreign Exchange Earning & Outgo

The company has taken all possible measures for the conservation of energy by undertaking melting operations in consolidated and economical lot sizes for optimum utilizations of furnace.

The Company's in-house Research and Development Department is engaged in continuous up-gradation to take up the changing market demand and this has been well appreciated by the user industries. The Company has adopted modern technology in expansion of the capacity which has provided cost reduction and improvement in manufacturing processes to maintain highest standard in quality and customer satisfaction.

Foreign Exchange Earning and Outgo

The information regarding the foreign exchange earnings and outgo is contained in Note no. 1 (i) to the Notes to Accounts.

Auditors' Report

The auditors' report is self explanatory. It does not require any comment as there is no qualification in reports.

Code of Conduct

In terms of requirement of Clause 49 of the Listing Agreement, the Company has received certificate from all its Senior Management personnel and members of the Board about the compliance of Code of Conduct as laid down by the Board.

Directors' Responsibility Statement

Pursuant to Section 217(2AA) of the Companies Act, 1956 the Directors, subscribe to the Directors Responsibility statement and Confirm as under:

(i) That in presentation of the Annual Accounts, applicable Accounting Standards has been followed.

(ii) That the accounting policies have been consistently applied and reasonable, prudent judgment and estimates are made so as to give true and fair view of the state of affairs of your Company as at 31st March 2012.

(iii) That the proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provision of the Companies Act, 1956 for safeguarding the assets of your company and for preventing and detecting frauds and other irregularities.

(iv) That the annual accounts of your company have been prepared on going concern basis.

Statutory Auditors

M/s. Jajodia and Company, Chartered Accountants, Statutory Auditor of the Company, holds office until the conclusion of the ensuing Annual General Meeting and is recommended for re-appointment and to fix their remuneration. Certificate from the Auditors has been received to the effect that their re-appointment, if made, would be within the limits prescribed under section 224(1 B) of the Companies Act, 1956.

Cost Auditors

The Board of Directors has approved the appointment of M/s. Dilip Bathija & Associates, Cost Accountants, as Cost Auditors, for conducting Cost Audit in relation to Alloys Steel Castings manufactured by the Company for the financial year ended March, 2012 and for issuance of Compliance Report for the financial year ended March 31,2012 underthe Companies (Cost Accounting Records) Rules, 2011.

Management Discussion and Analysis and Corporate Governance Report

In compliance with clause 49 of the Listing Agreement entered in with the Stock Exchanges, a separate section on Management Discussion and Analysis that includes details on the state of affairs of the Company as required to be disclosed in the Directors Report forms part of this Annual Report. Further, the Corporate Governance Report, as approved by the Board of Directors, together with a certificate from the Statutory Auditors confirming the compliance with requirements of Clause 49 of the Listing Agreement also forms part of Annual Report.

Acknowledgements

The Directors wish to convey their appreciation to all the Company employees for their enormous personal efforts as well as their collective contribution to Company's record performance.

The Directors would also like to thank Shareholders, Customers, Dealers, Suppliers, Bankers, Financial Institutions, Government Authorities and all Other Business Associates for the continued support given by them to the Company and their confidence in the Management.

By Order of the Board of Directors

Nipun Kedia

Thane, the 30th day of May, 2012 Director


Mar 31, 2010

The Directors have the pleasure in submitting the Twenty Seventh Annual Report on the business and operation of the Company along with the Audited Accounts for the financial year ended 31st March, 2010.

Financial Result

The performance of the Company for the financial year ended 31st March, 2010 is summarized below:

Rupees in Lacs

Particulars Current Previous Year Year

Total Income 2,660.79 4,406.29

Total Expenditure 2,343.92 4,050.06

Profit before Depreciation & Taxes 316.87 356.23

Provision for Depreciation 63.78 80.70

Profit before Taxes 233.09 275.53

Provision for Taxes including FBT & Deferred Tax 78.35 93.50

Profit after Taxes 154.74 182.03

Add : Balance brought forward from previous year 863.53 681.50

Balance carried to Balance Sheet. 1,018.27 863.53



Global Economy

The slowdown in the global economy especially with respect to US still facing the heat all over the world, our country and Industry also has felt the cascading effect of the same. The growth momentum in industry has been slow, as consumer and business sentiment has weakened.

Business Results

During the year under review, your Company has registered a turnover of Rs. 2,660.79 Lacs as against Rs. 4,406.29

Lacs in the previous year. The Profit before taxes are Rs. 233.09 Lacs and profit after taxes are Rs 154.74 Lacs.

The decrease in turnover was due to the fall In the price of raw material and due to the global slowdown. In fact the performance of company has improved in terms of profitability margin due to effective cost controls.

Divedend

Your Directors have not recommended any payment of dividend during the financial year ended 31st March. 2010. Your Directors are of the opinion that plough back of profit into the business will reward share holders suitably in future.

Listing of Shares and Dematerlailzatlon

The Companys shares are listed and traded at Bombay Stock Exchange (BSE) and its scrip code is 508875 and ISIN NO. INE861H01012

Safety

The Management is committed to ensure safety of its employees, plant and community at alt its operations. The safety Management system has been established, communication, involvement, motivation, skill development, training and health have been identified as the key drivers for safe working-environment. These initiatives have resulted in reducing the injuries and lost time significantly.

Future Outlook

The Management of the Company is of the opinion that the future out look is bright for sustaining the growth in the current year. Your Company has already established its position in the market and does expect better results.

Fixed Deposit

During the year under review, the Company did not raise funds by way of fixed deposits and, as such, no amount of principal or interest was outstanding as on the balance sheet date.

Environment Protection and Pollution Control

The Company hag always been socially conscious corporate, and has always carried forward all its operations and

procedures following environmenl friendly norms with all necessary clearances.

Your Company has taken the, followlng steps towards environment and Ecological balance in manufacturing of Castings.

* Continuous plantation activities in and around the Factory as usual has helped in keeping the enviroment polIution free.

Industrial Relation

Cordian industrial relation and improvement In production were maintained at the Companys plant. The management appreciates the support of employees at all level and looks forward to their full co-operation and involvement In years to come.

Directors

In pursuant to the provisions of the Companies Act, 1956 and the Articles of Associations of the Company. Mr. Deven M Doshi and Mr. Nitin S. Kedia retires by rotation and being eligible, offer themselves for re-appointment. Further with a view to broad base its board the company has appointed Mr. Nipun N. Kadia as Director of the Company.

Internal Audit System

The Companys internal Auditors had conducted periodic audit to provide reasonable assurance that the Companys established policies and procedure have been followed.

Internal Control System and its Adequacy

The Company has a, proper and adequate Internal control system for all its activities Including safeguarding and protecting its assets against any loss from its, unauthorized use or disposition All transaction are properly documented, authorized, recorded and reported correctly. The Company has well defined Management Report on key performance indicators. The systems are reviewed continuously and its improvement and effectiveness is enhanced based on the reports from various fields. Normal foreseeable risks to the companys assets are adequately covered by comprehensive insurance.

Particulars of Employees

In terms of the provisions of Section 217(2A) of the Companies Act, 1956 and the Companies (Particulars of Employee) Rules, 1975, names and other particulars of the employees are required are not given as none of the employed is covered under the said provisions of the act.

Conservation of Energy and Technology Absorption and Foreign Exchange Earning & Outgo

The company has taken all possible measures for the conservation of energy by undertaking melting operations In consolidated and economical lot sizes for optimum utilizations of furnace.

The Companys in-house Research and Development Department Is engaged In continuous up-gradation to take up the Changing market demand and this has been well appreciated by the user industries. The Company has adopted; modem technology In expansion of the capacity which has provided cost reduction and improvement in manufacturing processes to maintain highest standard in quality and customer satisfaction.

The Information regarding the foreign exchange earnings and outgo is contained in note no. (i) of Schedule 1a to the Notes to Accounts.

Auditors Report

The auditors report is self explanatory. It does not require any comment as there is no qualiflcation in reports.

Code of Conduct

In terms of requirement of Clause 49 of the Lisiting Agreement, the Company has received certificate from all Its senior management personnel and member of the Board about the compliance of code of conduct as told down by the Board.

Directors Responsibllity Statement

Pursuant la Section 217(2AA) of Che Companies Act, 1968 the Directors, subscribe to the Directors Rosponsibility

statement and Confirm as under

(i) That In presentation of the Annual Accounts, applicable accounting standards has been followed.

(ii) That the accounting policies have been consistently applied and reasonable, prudent judgment and estimates are made so as to give and fair view of the state of affairs of your Company as at 31st March 2010.

(iii) That the proper and sufficient care has been taken for the maintenance of adequate accounting records In accordance with the provision of the Companies Act, 1956 for safeguarding the assets of your company and for preventing and detecting frauds and other irregularities.

(iv) That the annual accounts of your company have been prepared on going concern basis.

Auditors

M/s. Jajodia and Company. Chartered Accountants, Statutory Auditor of the Company, holds office until the conclusion of the ensuing Annual General Meeting and is recommended for re-appointment and to fix their remuneration. Certificate from the Auditors has been received to the effect that their re-appointment, if made, would be within the limits prescribed under section 224(1B)of the Companies Act 1956.

Acknowledgements

The Directors wish to convey their appreciation to all of the Companys employees for their enormous personal efforts as well as their collective contribution to Companys record performance.

The Directors would also like to thank shareholders, customers, dealers, suppliers, bankers, financial institutions, Government authorities and all other business associates for the continued support given by them to the company and their confidence in management

By Order of the Board of Directors

Nirmal B. Kedia

Thane, the 31st day of May, 2010 Chairman



 
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