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Directors Report of Patels Airtemp (India) Ltd.

Mar 31, 2016

To,

The Members,

Patels Airtemp (India) Ltd.,

Ahmedabad

The Directors have pleasure in presenting herewith the 24th Annual Report together with the Audited Statement of Accounts for the year ended on 31st March, 2016.

FINANCIAL RESULTS:

(Rs. in Lacs)

Particulars

Year ended on 31-03-2016

Year ended on 31-03-2015

Revenue from Operations (Net) Other Income

12664.72

45.78

11274.64

42.20

Total Revenue

12710.50

11316.84

Less: Depreciation & Amortization Expense Finance Cost Other Expenses

239.59

186.77

11176.34

248.63

267.67

9838.58

Total Expenses

11602.70

1107.80

10354.88

961.96

Profit / (Loss) on sale of Fixed Assets

0.93

Nil

Profit before Taxation

1108.73

961.96

Tax Expenses :

- Net Current Tax Expenses

- Deferred Tax

392.31

1.60

393.91

324.63

17.10

341.73

Profit after Tax

714.82

620.23

Balance brought forward from previous year

4095.79

3767.02

Less: Adjustment on Account of Change in useful life of Assets

Nil

66.43

Less : Short Provision for Dividend Distribution Tax

Nil

0.78

Profit available for Appropriation

4810.61

4320.04

Less: Proposed Dividend

Less: Tax on Dividend

Less Transfer to General Reserve

Surplus carried forward to Balance Sheet

111.54

22.71

90.00

4586.36

111.54

22.71

90.00

4095.79

Total

4810.61

4320.04

Earnings Per Share

14.10

12.23

STATE OF COMPANY’S AFFAIRS:

The Company has earned revenue from operations (net) of Rs. 12664.72 lakhs during the year ended on 31st March, 2016 as against Rs. 11274.64 lakhs earned during the previous year ended on 31st March, 2015, giving a rise of 12.33 % as compared to previous year. Out of the revenue from operations of Rs. 12664.72 lakhs earned by the Company during the year under review, Rs. 11867.51 lakhs represents sale of products (Domestic & Export), Rs. 410.37 lakhs represents sale of Services (Processing Charges) and Rs. 386.84 lakhs represents other operating revenues. The Company has also earned other income of Rs. 45.78 lakhs during the year under review as against Rs. 42.20 lakhs earned during the previous year.

The Company has earned the Profit before Tax of Rs. 1108.73 lakhs during the year ended on 31st March, 2016 as compared to Rs. 961.96 lakhs earned during the previous year ended on 31st March, 2015, showing a rise of 15.26 %.

The Company has earned Net Profit of Rs. 714.82 lakhs for the year ended on 31st March, 2016 after making Provision for Tax Expenses of Rs. 393.91 lakhs and other adjustments, as compared to Net Profit of Rs. 620.24 lakhs earned by the Company during the previous year ended on 31st March, 2015, a rise of 15.25 %.

After adding the Surplus in the Statement of Profit & Loss of Rs. 4095.79 lakhs brought forward from the previous year to the profit of Rs. 714.82 lakhs earned by the Company during the year under review, the total amount of Rs. 4810.61 lakhs is available for appropriation.

DIVIDEND :

The Directors have recommended dividend of Rs. 2.20 per share (@ 22 %) on 50,70,240 Equity Shares of Rs. 10/- each of the Company for the Financial Year ended on 31st March, 2016, as compared to Dividend of Rs. 2.20 per share (@ 22.00%) declared for the previous Financial Year ended on 31st March, 2015. This will absorb Rs. 111.54 lakhs as against Rs..111.54 lakhs absorbed in the previous year. The corporate dividend tax payable by the Company on the said dividend will be Rs. 22.71 lakhs as against Rs. 22.71 lakhs in the previous year.

TRANSFER TO RESERVE:

After making appropriation for Dividend and Dividend Tax and other adjustments, the Company proposes to transfer Rs. 90.00 lakhs to General Reserve and amount of Rs. 4586.36 lakhs is proposed to be retained as the Surplus in the Statement of Profit and Loss.

EXTRACT OF ANNUAL RETURN:

Extract of Annual Return of the Company as required under Section 92(3) read with Section 134(3)(a) of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, in the prescribed Form MGT-9, is annexed herewith as Annexure - A, to this Report.

MANAGEMENT DISCUSSION AND ANALYSIS:

In terms of provisions of Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis Report has been enclosed herewith as per Annexure - B and forming part of the Directors'' Report.

RECOGNITION OR AWARDS:

The Company''s products has ASME “U”/ “U2’7 “S” Stamp authorization. It is expected to improve profitability of the company in the future. For updating Heat Transfer Technology, Company has become member of HTRI (Heat Transfer Research, Inc, U.S.A.).

FINANCE:

During the year under review, the Relatives of the Promoters of the Company/Promoters Group brought in unsecured loan/deposits by way of contribution to bring additional long term funds as a part of conditions imposed by Bank of Baroda on the Promoters, while sanctioning additional working capital facilities to the Company vide its letter under Ref. No. NAVRAN:2014-15 dated 3rd April, 2015 and Letter No. NGZ/ACR/SME/JMJ/10 dated 7th July, 2015, which are exempted deposits under Rule 2(1)(c)(xiii) of Companies (Acceptance of Deposits) Rules, 2014.

During the year under review, the Company has also accepted deposits from the Directors of the Company which are exempted deposits under Rule 2(1 )(c)(viii) of Companies (Acceptance of Deposits) Rules, 2014, subject to compliance of the said Rules.

During the year under review, the Company has availed additional working capital facilities from Bank of Baroda, Navrangpura Branch, Ahmedabad, against the hypothecation and mortgage of movable and immovable properties of the Company. The Company has made regular repayment of Loan & interest and there is no any overdue payment to the said Bank.

In terms of the provisions of Investor Education and Protection Fund Rules, 2001 (IEPF), during the year under review, the Company has transferred the amount of unclaimed Dividend of Rs. 2,11,138/- for the year 2007-2008 (final dividend) to IEPF established by the Central Government under Section 124 of the Companies Act, 2013 and Rules made there under.

ACCEPTANCE OF DEPOSITS:

During the year under review, the Company has not accepted any deposits from the Public and Shareholders of the Company. As such, no amount of principal or interest was outstanding as of the Balance Sheet date.

SUBSIDIARY, ASSOCIATE OR JOINT VENTURE COMPANY:

The Company does not have any subsidiary, joint venture or associate companies within the meaning of Section 2(6) and 2(87) of the Companies Act, 2013. As such, a report in the prescribed Form AOC-1 as per first proviso to sub-section (3) of Section 129 of the Companies Act, 2013 and Rules made there under is not required to be attached and a Policy for determining material subsidiaries is not required to be framed by the Company.

CONSOLIDATED FINANCIAL STATEMENTS:

Since the Company does not have any subsidiary, joint venture or associate companies, Consolidated Financial Statements are not required to be prepared and attached with the financial statement of the Company pursuant to the requirements of Section 129 read with Schedule III of the Companies Act, 2013 and Rules made there under and Listing Regulations and applicable Accounting Standards.

CORPORATE GOVERNANCE:

Being a Listed Company, the Company has taken necessary measures to comply with the provisions of Listing Regulations regarding Corporate Governance and provisions of Clause 49 of erstwhile Listing Agreement with the Stock Exchange as amended from time to time. A separate report on Corporate Governance for the year ended on 31st March, 2016 is attached herewith as a part of this Annual Report viz Annexure - C. A certificate from Statutory Auditors of the Company regarding compliance of the aforesaid provisions of Corporate Governance is obtained by the Company and annexed to the Corporate Governance Report. The Auditors'' Certificate for the financial year 20152016 does not contain any qualification, reservation or adverse remark.

DIRECTORS’ RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the confirmation and explanations obtained by them, your Directors make the following statement in terms of Section 134(3)(C) and 134(5) of the Companies Act, 2013 and confirm that :

(a) in the preparation of the annual accounts for the year ended 31st March, 2016, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for the year under review;

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

(d) the Directors had prepared the annual accounts for the financial year ended on 31st March, 2016 on a going concern basis;

(e) the Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

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

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

Particulars of loans given, investments made, guarantees given and securities provided by the Company under Section 186 of the Companies Act, 2013 are not provided, as during the year under review, the Company has not given any loan nor made any investment nor given any guarantee nor provided any security to any person.

RELATED PARTY TRANSACTIONS:

Information on transaction with related party referred to under sub-section (1) of Section 188 of the Companies Act, 2013 in the prescribed Form AOC-2 is attached herewith viz Annexure - D and forming part of the Directors'' Report pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014.

Transaction with related parties pursuant to the provisions of Listing Regulations and erstwhile Listing Agreement are disclosed in Note No. 28 of the Notes to the Financial Statements for the year ended on 31st March, 2016, in the Annual Report as required by the Accounting Standard (AS) 18 issued by ICAI.

However, there are no materially significant related party transactions made/entered into by the Company with its related parties including promoters, directors or the management etc. that may have potential conflict with the interests of the Company at large.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company''s website viz. www.patelsairtemp.com.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

During the year under review, Mr. Girish N. Desai has resigned from the office of the Director of the Company with effect from 21st December, 2015. He was an Independent Director of the Company. He was also a member of Audit Committee of the Directors of the Company. The Directors placed on record the valuable services and guidance provided by Mr. Girish N. Desai during his tenure as an Independent Director of the Company and also as a member of the Audit Committee.

During the year under review, Mr. Devidas C. Narumalani ceased to be Whole-time Director of the Company w.e.f. 14th July, 2015 and continue as Non-executive & Non-independent Director of the Company.

Pursuant to the provisions of Section 149 and 152 1of the Companies Act, 2013 and Rules made there under and Listing Regulations and on the recommendation of the Nomination and Remuneration Committee, the Company proposes to appoint Mr. Himanshu N. Rawal (DIN: 06631728), who was appointed as Additional Director at the Board Meeting held on 13th February, 2016, as Independent Director of the Company, not liable to retire by rotation. The Company has received requisite notice in writing from a Member proposing his candidature for appointment as a Director of the Company. The aforesaid Independent Director, if appointed, shall hold office for a term of 2 consecutive years up to the conclusion of the 26th Annual General Meeting of the Company in the calendar year 2018.

Pursuant to the provisions of Section 152 of the Companies Act, 2013 and Rules made there under, Mr. Narayanbhai G. Patel (DIN: 00023107), Chairman & Whole-time Director of the Company, shall retire by rotation at this Annual General Meeting and being eligible, offer himself for re-appointment, for which necessary resolution has been incorporated in the notice of the meeting. The Board of Directors recommends re-appointment of Mr. Narayanbhai G. Patel as a Director of the Company.

Pursuant to the provisions of Section 152 of the Companies Act, 2013 and Rules made there under, Mr. Devidas C. Narumalani (DIN: 00097592), Non-executive & Non-independent Director of the Company, shall retire by rotation at this Annual General Meeting and being eligible, offer himself for re-appointment, for which necessary resolution has been incorporated in the notice of the meeting. The Board of Directors does not recommend re-appointment of Mr. Devidas C. Narumalani as a Director of the Company.

Mr. Narendra G. Patel (DIN: 00023205) has been re-appointed as Whole-time Director of the Company for further period of 3 years w.e.f. 2nd August, 2016 with payment of remuneration. Necessary resolution has been incorporated in the Notice of the Meeting seeking Members approval for the same.

The remuneration payable to (i) Mr. Narayanbhai G. Patel, Chairman & Whole-time Director, (2) Mr. Narendra G. Patel, Whole-time Director, (iii) Mr. Prakash N. Patel, Managing Director and (iv) Mr. Sanjiv N. Patel, Managing Director of the Company, has been increased from Rs. 1,80,000/- per month to Rs. 2,50,000/- per month with perquisites and allowances, subject to the approval of the shareholders, for which, necessary resolutions have been incorporated in the Notice of the Meeting seeking Members approval for the same.

The brief resume/details relating to the said Directors, who are to be re-appointed/appointed are furnished in the Notes to the Notice of the Annual General Meeting.

The Company has received declarations from all the Independent Directors of the Company in terms of Section 149(7) of the Act, confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 25 of SEBI Listing Regulations, 2015.

During the year under review, the designation of Mr. Karansingh I. Karki (ACS: 30021) changed from Company Secretary, being KMP to “Asst. Company Secretary” of the Company w.e.f. 13th February, 2016 and Mr. Nikhil M. Patel was appointed as Sr. Company Secretary, being Key Managerial Personnel (KMP) and Compliance Officer of the Company w.e.f. 13th February, 2016, as recommended by Nomination & Remuneration Committee of the Company.

BOARD EVALUATION :

The Board of Directors has carried out an annual evaluation of its own performance and that of its Committees and Directors pursuant to the provisions of Section 134(3)(p) of the Companies Act, 2013 and SEBI (Listing Obligation & Disclosure Requirement) Regulation, 2015. The performance of the Board and committees were evaluated by the Board on the basis of the criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, etc. None of the independent directors are due for re-appointment.

In a separate meeting of independent Directors, performance of non-independent directors, performance of the Board as a whole and performance of the Chairman was evaluated, taking into account the views of executive directors and non-executive directors and assessed the quality, quantity and timeliness of flow of information between the company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

COMMITTEES OF DIRECTORS :

The details of various Committees of Directors constituted by the Board of Directors under various provisions of Companies Act, 2013 and Rules made there under and Listing Regulations, Meetings & Attendance, terms of reference and other details are provided in the Corporate Governance Report annexed with the Directors'' Report.

The composition of various Committees and their terms of references may be accessed on the Company''s website viz. www.patelsairtemp.com.

POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION:

The Policy on appointment and remuneration of Directors, KMP and other employees and other matters as required under Section 178(3) of the Companies Act, 2013 is available on the web-site of the Company viz. www.patelsairtemp.com.

NUMBER OF BOARD MEETINGS :

During the financial year 2015-2016, 5 (Five) Board Meetings were held on 20/05/2015, 14/08/2015, 07/11/2015, 12/12/2015, & 13/02/2016. The gap between two Board Meetings did not exceed 120 days as prescribed in the Companies Act, 2013.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

As required under Section 134(3)(m) of the Companies Act, 2013 and Rules made there under, details relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo are given in the Annexure - E attached herewith and forming part of the Directors'' Report.

RISK MANAGEMENT:

Business risk evaluation and management, covering the business operations of the Company, is an ongoing process within the Company and the management reviewed frequently risk assessment and to minimize them. The ultimate goal of risk management is the preservation of physical and human assets of the organization for successful continuation of its operations.

CORPORATE SOCIAL RESPONSIBILITY:

In terms of provisions of Section 135 of the Companies Act, 2013 and Rules made there under, a Committee of the Directors of the Company has been constituted as Corporate Social Responsibility (CSR) Committee. CSR Committee has formulated a policy on the Corporate Social Responsibility measures to be undertaken by the Company as specified in Schedule VII to the Companies Act, 2013.

The Company has duly spent the required amount during the financial year ended on 31st March, 2016 towards CSR activities. The Annual Report on CSR activities is annexed herewith marked as Annexure - F.

The Corporate Social Responsibility Policy is available on the Company''s web-site viz. www.patelsairtemp.com.

INTERNAL FINANCIAL CONTROLS

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

STATUTORY AUDITORS:

Section 139(2) of the Companies Act, 2013 (effective 1st April, 2014), mandates that a listed company or such other prescribed class of companies shall not appoint or re-appoint an audit firm as Statutory Auditors for more than two terms of five consecutive years each.

Further, the companies as aforesaid, whose Statutory Auditors has held office for a period of ten years or more are required to comply with these provisions, within three years from the date of commencement of these provisions i.e. 1st April, 2014. For this purpose, the term of the audit firm before the commencement of these provisions shall be taken into account for calculating the period of ten consecutive years.

Our auditors, M/s. Parikh & Majmudar, Chartered Accountants, Ahmedabad are holding the office as Statutory Auditors for more than ten years. Hence, they can only be re-appointed for a period up to three years i.e. up to Financial Year- 2016-2017.

The Audit Committee and the Board of Directors recommend the re-appointment of M/s. Parikh & Majmudar, Chartered Accountants, Ahmedabad as Statutory Auditors of the Company for the Financial year 2016-2017 to hold office from the conclusion of this Annual General Meeting till the conclusion of the next Annual General Meeting of the Company.

The Company has received a certificate from the said Auditors under Section 139 of the Companies Act, 2013 to the effect that their appointment, if made, would be within the prescribed limits under Section 139 of the Act and they are not disqualified under the Act. The Members are requested to consider their appointment as Statutory Auditors of the Company to hold office from the conclusion of this Annual General Meeting till the conclusion of the next Annual General Meeting of the Company.

The Auditors'' Report for the financial year 2015-2016 does not contain any qualification, reservation or adverse remark.

SECRETARIAL AUDITOR:

Section 204 of the Companies Act, 2013 and Rules made there under inter alia requires every listed companies to annex with its Board Report a Secretarial Audit Report given by a Company Secretary in practice in the prescribed form. The Board has appointed Mr. Punit Lath, Practicing Company Secretary, Ahmedabad to conduct Secretarial Audit for the financial year 2015-16. The Secretarial Audit Report for the financial year ended March 31, 2016 is annexed herewith marked as Annexure -G to this Report.

The Secretarial Audit Report for the financial year 2015-2016 does not contain any qualification, reservation or adverse remark.

COST AUDIT:

Pursuant to the provisions of Section 148 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014 and the Companies (Cost Records and Audit) Rules, 2014 and as recommended by Audit Committee, the Board of Directors appointed M/s. Rajendra Patel & Associates, Cost Accountant, Ahmedabad, having Membership No. 29021 as the Cost Auditor of the Company to conduct audit of cost accounting records maintained by the Company for the current financial year 2016-2017 ending on 31st March, 2017. Further, the remuneration payable to M/s. Rajendra Patel & Associates for conducting the audit of cost records for the year ended 31st March, 2016 (2015-2016) and ending 31st March, 2017 (2016-2017) is required to be ratified by the Shareholders of the Company and resolution for the said ratification is placed for approval of the members at the ensuing AGM.

INSURANCE:

All insurable interests of the Company including buildings, plant and machinery, furniture & fixtures and other insurable interest are adequately insured.

LISTING AGREEMENT WITH STOCK EXCHANGES:

Pursuant to the provisions of Listing Regulations, the Company declares that the Equity Shares of the Company are listed on the BSE Limited (BSE). The Company has entered into new Listing Agreement with BSE Ltd. in terms of provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 within the prescribed time limit.

The Company confirms that it has paid Annual Listing Fees to BSE up to the Financial Year 2016-2017.

PARTICULARS OF EMPLOYEES:

The Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are enclosed with this report as Annexure - H.

The Statement of particulars of employees under Section 197(12) read with Rule 5 (2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel), Rules, 2014 is not provided with as, during the financial year under review, no employee of the Company including Whole-time Directors and Managing Directors were in receipt of remuneration in excess of the limits set out in the said rules.

WHISTLE BLOWER POLICY / VIGIL MECHANISM:

The Company has a Vigil mechanism and Whistle blower policy under which the employees are free to report any act of serious misconduct or wrongful activity being occurred or suspected to occur within the organization, to his immediate HOD or the HR Head or directly to the concern Whole-time Directors or Managing Directors of the Company, as he may desire. No employee of the Company is denied access to the Audit Committee. The vigil mechanism/whisle blower policy is also available on the website of the Company viz. www.patelsairtemp.com.

GENERAL:

- During the year under review, there was no change in the nature of business of the Company and there is no material change and/or commitments, affecting the financial position of the Company, during the period from 31st March, 2016 till the date of this report.

- During the year under review, there was no significant and/or material order passed by any regulators or courts or tribunals impacting the going concern status and company''s operations in future.

- The Company does not provide any loan or other financial arrangement to its employees or Directors or Key Managerial Personnel for purchase of its own shares and hence, the disclosure under Section 67(3)(c) of the Companies Act, 2013 does not require.

- The disclosure in terms of Rule 4 of Companies (Share Capital and Debenture) Rules, 2014 is not provided, as the Company does not have any equity shares with differential voting rights.

- The Company has zero tolerance towards sexual harassment at the workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made there under.

ACKNOWLEDGEMENT:

The Directors place on record the appreciation and gratitude for the co-operation and assistance extended by various departments of the Union Government, State Government, Bankers and Financial Institutions.

The Directors also place on record their appreciation of dedicated and sincere services of the employees of the Company at all levels.

The Company will make every effort to meet the aspirations of its Shareholders and wish to sincerely thank them for their whole hearted co-operation and support at all times.

By order of the Board of Directors

NARAYANBHAI G. PATEL

Chairman & Whole-time Director

Date : 28th May, 2016

Place : Ahmedabad


Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting this 22nd Annual Report together with the Audited Statements of Accounts for the year ended on 31st March, 2014.

FINANCIAL RESULTS:

(Rs. in Lacs)

Particulars 2013-14 2012-13

Sales and Other Income 7586.52 9919.23 (Including Excise Duties)

Profit before Interest 1014.53 1160.67 and Finance Charges

Depreciation and Taxes & prior period Adjustment

Less : Interest & Finance Charges 119.22 271.97

Depreciation 171.69 152.71

Profit before Taxation 723.62 735.99

Provision for Taxation - Current 219.00 230.00

- Deferred 32.39 11.93

- Wealth Tax 1.01 0.80

- Short / (Excess) 3.60 0.58 Provision earlier year W/O

- Short / (Excess) (0.04) (0.20) Provision of Wealth Tax

Profit after Tax 467.66 492.88

Less Prior Period Adjustment 1.21 (1.76)

Net Profit 466.45 494.64

Balance brought forward from 3508.43 3221.64 previous year

Less: Corporate Dividend Tax 16.45 16.45

Less: Proposed Dividend 101.41 101.41

Less: Transfer to General Reserve 90.00 90.00

Surplus carried forward to Balance Sheet 3767.02 3508.43

Earning Per Share 9.20 9.76

DIVIDEND

Your Directors are pleased to recommend payment of dividend for the year ended March 31, 2014, Rs.2/- per Equity Share of the face value of Rs.10/- (i.e. 20%) on 5070240 paid up Equity Shares, subject to approval of shareholders at the Annual General Meeting. The Corporate Dividend Tax works out to Rs.16.45 lacs.

PERFORMANCE

The slowing down in the economy has impacted the sales during the fiscal year 2013-14. During the year under consideration, your Company''s Net sales including export sales of Rs.7075.22 against Rs.9057.95. Profit Before Tax is Rs.723.62 lacs as compared to the previous year of Rs.735.99 lacs. The net Profit after tax at Rs. 466.45 lacs as compared to the previous year of Rs.494.64 lacs.

FUTURE PROSPECTS

As per the present policy of the Government of India & current scenario, there is a thrust on development of various infrastructure sectors and accordingly Government is continuously spending and developing refineries, fertilizer projects & thermal power plant. There is wide scope for the Company to supply the Capital goods equipments to the Companies under this segment. As you are aware, your Company is focusing on the business of manufacturing a range of shell and tube Heat exchangers, Air cooled Heat Exchangers, Refrigeration and Air Conditioning equipments, pressure vessels, etc. which broadly fall under the category of capital goods. They have multifarious applications in several industries.

Your Company has started focusing not only on the domestic market but also on the international market and your directors are pleased to inform the members that in the current fiscal year FY 2013-14 your company has continued long term supply arrangements with a leading global manufacturer of heat exchangers whereby your company has started manufacturing and supplying heat exchangers to entered into after an exhaustive audit of your Company''s facilities and capabilities and this augurs very well for your company and it is a testimony that your company''s facilities and capabilities are capable to meet very strict international standards.

As you aware that the Company is in engineering industry and is engaged in manufacturing/fabricating tailor made machines and therefore, the order book position of such type of company can play pivotal role in the growth of the Company. Your directors are pleased to state that continuing the past trend; the Company is having confirmed orders of about Rs.136.37 Lacs on hand as on 27th May,2014. Thus your directors are quite bullish on repeating similar performance in future. Your directors are cautious and making untiring efforts so as not to compromise on growth, quality, and profitability of the Company.

DEPOSITS

The Company has not invited / accepted any deposits from the public under the provisions of Section 58A of the Companies Act, 1956 and rules made there under.

DIRECTORS

Shri Prakashbhai N. Patel and Shri Narendrabhai G. Patel, retire by rotation and being eligible offer themselves for the reappointment.

Pursuant to Section 149 of the Companies Act, 2013, the Board at its meeting held on 27 May, 2014 recommended appointment of Shri. Harishkumar I. Shah (DIN 00216585), Shri. Vinodkumar C. Desai (DIN 02813402), Shri. Naimeshbhai B. Patel (DIN 002813295), Shri. Girishbhai N. Desai (DIN 002824731) and Shri. Ramanbhai R. Patel (DIN 05224867) as an Independent Directors of the Company, not liable to retire by rotation for a period of five years from the date of its 22nd Annual General Meeting subject to approval of the Members of the Company.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchanges.

The particulars of the directors retiring by rotation are given in the notice / explanatory statement portion of the accompanying notice.

CORPORATE GOVERNANCE

The Report on corporate governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report.

The requisite certificate from the Auditors of the Company confirming compliance with the conditions of corporate governance as stipulated under the aforesaid Clause 49, is attached to the Report on corporate governance.

LISTING OF SECURITIES:

Your company''s Equity shares are listed on Bombay Stock Exchange Ltd. (BSE). The Company has paid Annual Listing Fees for the year 2014-15 to the Stock Exchange.

DIRECTORS'' RESPONSIBILITY STATEMENT

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

(i) in preparation of the annual accounts, all 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 were reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss account of the Company for the year under review ;

(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 preventing and detecting fraud and other irregularities ;

(iv) the Directors have prepared the Annual Accounts for the financial year ended 31st March, 2014 on a ''going concern'' basis.

STATUTORY AUDITORS

M/s. Parikh & Majmudar, Chartered Accountants (Reg. No. 107525W), Ahmedabad, Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting. The Company has received a letter to the effect that their appointment would be within the prescribed limits under Section 141(3)(g) of the companies Act, 2013. The Board hereby requests the members to reappoint M/s. Parikh & Majmudar, Chartered Accountants, Ahmedabad as the Auditors of the Company from the conclusion of this Annual General Meeting till the conclusion of next Annual General Meeting.

Your Directors request you to appoint Auditors as proposed and as set out in the accompanying notice of the Annual General Meeting

COST AUDITORS

In terms of Circular No. 52/26/CAB-2010 dated 24th January 2012 received from the Cost Audit Branch of the Ministry of Corporate Affairs and pursuant to the provisions of section 224(1 B) read with section 233B of the Companies Act, 1956, Rajendra Patel & Associates, Cost Accountant, Ahmedabad, were appointed as the cost auditors of the Company for the year ending 31st March, 2014.

Further, the Compliance Report in respect of the FY 2012-13 was filed by the Cost Auditor in the XBRL mode in Form-A within the due date to the Central Government.

PERSONNEL

There is no employee drawing remuneration for which information is required to be submitted under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended, hence not given.

VIGIL MECHANISM

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a vigil mechanism for directors and employees to report genuine concerns has been established.

CONSERVATION OF ENERGY

The main source of energy is power. However, power is not a major input in the manufacturing process and therefore, no substantial conservation of energy is possible. Again the Company is not required to give the particulars in the prescribed Form A under Rule 2 of the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988.

RESEARCH & DEVELOPMENT AND TECHNOLOGY ABSORPTION

The particulars as required under 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 with respect to Research & Development and Technology Absorption are given in Annexure to this report.

CORPORATE SOCIAL RESPONSIBILITY

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

APPRECIATION

Your Directors wish to place on record their deep appreciation of the continued support and guidance provided by the Central and State Governments and all Regulatory bodies.

Your Directors also take opportunity to thanks the esteemed shareholders, customers, business associates, and Company''s Banks for the faith reposed by them in your Company and its management. Your Directors place on record their deep appreciation of the dedication and commitment of your Company''s employees at all levels and look forward to their support in the future as well.

For and on behalf of the Board of Directors,

NARAYANBHAI G. PATEL CHAIRMAN & MANAGING DIRECTOR Place: Rakanpur Date: 27th May, 2014


Mar 31, 2013

Dear Members, Patels Airtemp (India) Ltd.

The Directors have pleasure in presenting this 21st Annual Report together with the Audited Statements of Accounts for the year ended on 31st March, 2013. Your Directors always try to maximize the value to the share holders. We have maintained our tradition of coming forth with high quality content and services. Our tradition in no way inhibits our capacity for innovations.

As trustees of the Company, we share our vision of growth with you. Our guiding principles are a blend of realism and optimism which has been and will be the guiding force of all our future endeavours. The summary of operating results for the year and appropriation of divisible profits is given below:

FINANCIAL RESULTS:

(Rs.in Lacs)

Particulars 2012-13 2011-12

Sales and Other Income (Including Excise Duties) 9919.23 8023.64

Profit before Interest and Finance Charges 1160.67 1234.07

Depreciation and Taxes & prior period Adjustment

Less : Interest & Finance Charges 271.97 305.03

Depreciation 152.71 132.62

Profit before Taxation 735.99 796.42

Provision for Taxation - Current 230.00 235.91

- Deferred 11.93 18.48

- Wealth Tax 0.80 0.90

- Short / (Excess) Provision of

earlier year W/O 0.58 1.26

- Short / (Excess) Provision

of Wealth Tax (0.20) (0.10)

Profit after Tax 492.88 539.97

Less Prior Period Adjustment (1.76) 3.87

Net Profit 494.64 536.10

Balance brought forward from previous year 3221.64 2893.40

Less Corporate Dividend Tax 16.45 16.45

Less: Proposed Dividend 101.41 101.41

Less Transfer to General Reserve 90.00 90.00

Surplus carried forward to Balance Sheet 3508.43 3221.64

Earning Per Share 9.76 10.57



DIVIDEND

Your Directors are pleased to recommend payment of dividend for the year ended March 31, 2013, X 2/- per Equity Share of the face value of X 10/- (i.e. 20%) on 5070240 paid up Equity Shares, subject to approval of shareholders at the Annual General Meeting. The Corporate Dividend Tax works out to X. 16.45 lacs.

PERFORMANCE

During the year under consideration, your company achieved net sales including export sales of X 9057.95 lacs as against X 7133.58 lacs for the previous year. Profit Before Tax is 735.99 lacs against X 796.42 lacs during the previous year. The net Profit after tax at X 494.64 lacs as compared to the previous year of X 536.10 lacs.

FUTURE PROSPECTS

As you are aware, your Company is focusing on the business of manufacturing a range of shell and tube Heat exchangers, Air cooled Heat Exchangers, Refrigeration and Air Conditioning equipments, pressure vessels, etc. which broadly fall under the category of capital goods. They have multifarious applications in several industries.

Your Company has started focusing not only on the domestic market but also on the international market and your directors are pleased to inform the members that in the current fiscal year FY 2012-13 your company has entered into a long term supply arrangements with a leading global manufacturer of heat exchangers whereby your company has started manufacturing and supplying heat exchangers to entered into after an exhaustive audit of your Company''s facilities and capabilities and this augurs very well for your company and it is a testimony that your company''s facilities and capabilities are capable to meet very strict international standards.

As you aware that the Company is in engineering industry and is engaged in manufacturing/fabricating tailor made machines and therefore, the order book position of such type of company can play pivotal role in the growth of the Company. Your directors are pleased to state that continuing the past trend; the Company is having confirmed orders of about Rs.40 Crores on hand as on 29th May,2013. Thus, inspite of the economic slow down, your directors are confident of repeating similar growth in line with the past trend for fiscal year 2013-14. However, your directors are cautious and making untiring efforts so as not to compromise on growth, quality, and profitability of the Company.

DEPOSITS

The Company has not invited / accepted any deposits from the public under the provisions of Section 58A of the Companies Act, 1956 and rules made there under.

DIRECTORS

Shri Narayanbhai G. Patel, Shri Devidas C. Narumalani and Shri Hareshkumar I Shah, retire by rotation and being eligible offer themselves for the reappointment. Your directors has approved in its board meeting held on 29/05/13, re-appointment of Shri Prakashbhai N. Patel & Shri Narendrabhai G. Patel as Whole Time Directors of the Company for further period of three years from 02/06/13 to 01/06/16 & 02/08/13 to 01/08/16 respectively on terms and conditions as mentioned in Notice of the forthcoming Annual General Meeting.

The particulars of the directors retiring by rotation are given in the notice / explanatory statement portion of the accompanying notice.

CORPORATE GOVERNANCE

The report on Corporate Governance as per Clause 49 of the Listing Agreement is annexed herewith.

LISTING OF SECURITIES:

Your company''s Equity shares are listed on Bombay Stock Exchange Ltd. (BSE). The Company has paid Annual Listing Fees for the year 2013-14 to the Stock Exchange.

DIRECTORS'' RESPONSIBILITY STATEMENT

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

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

(ii) that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss account of the Company for the year under review;

(iii) that 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 preventing and detecting fraud and other irregularities ;

(iv) that the Directors have prepared the Annual Accounts for the financial year ended 31st March, 2013 on a ''going concern'' basis.

STATUTORY AUDITORS

M/s. Parikh & Majmudar, Chartered Accountants (Reg. No. 107525W), Ahmedabad, Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting. The Company has received a letter to the effect that their appointment would be within the prescribed limits under Section 224(1-B) of the companies Act, 1956. The said auditors will be appointed as auditors of the Company at the ensuing Annual General Meeting. The notes to the accounts referred to in the Auditors'' Report are self explanatory and therefore do not call for any further comments.

Your Directors request you to appoint Auditors as proposed and as set out in the accompanying notice of the Annual General Meeting.

COST AUDITORS

Pursuant to Section 233-B of the Companies Act, 1956 and Circular No. F No. 52/26/cab-2010 dated 24.01.2012 issued by the Ministry of Corporate affairs, Cost Audit Branch ordering the Cost Audit of the Listed Companies for its "Engineering machinery (including electrical & electronic product)" every year. Hence to comply the said Circular, the Company has re-appointed M/s. Rajendra Patel and Associates, Ahmedabad as a Cost Accountant for the year 2013-14. The Company has received a letter to the effect that their appointment would be within the prescribed limits under Section 224(1-B) of the companies Act, 1956. The Report will be submitted to the Central Government on or before the due date.

PERSONNEL

There is no employee drawing remuneration for which information is required to be submitted under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended, hence not given.

CONSERVATION OF ENERGY

The main source of energy is power. However, power is not a major input in the manufacturing process and therefore, no substantial conservation of energy is possible. Again the Company is not required to give the particulars in the prescribed Form A under Rule 2 of the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988.

RESEARCH & DEVELOPMENT AND TECHNOLOGY ABSORPTION

The particulars as required under 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 with respect to Research & Development and Technology Absorption are given in Annexure to this report.

APPRECIATION

Your Directors wish to place on record their deep appreciation of the continued support and guidance provided by the Central and State Governments and all Regulatory bodies.

Your Directors also take opportunity to thanks the esteemed shareholders, customers, business associates, and Company''s Banks for the faith reposed by them in your Company and its management.

Your Directors place on record their deep appreciation of the dedication and commitment of your Company''s employees at all levels and look forward to their support in the future as well.

For and on behalf of the Board of Directors,

Place: Rakanpur

Date: 29th May, 2013 NARAYANBHAI G. PATEL

CHAIRMAN & MANAGING DIRECTOR


Mar 31, 2012

The Directors have pleasure in presenting this 20th Annual Report together with the Audited Statements of Accounts for the year ended on March 31, 2012. Your Directors always try to maximize the value to the share holders. We have maintained our tradition of coming forth with high quality content and services. Our tradition in no way inhibits our capacity for innovations.

As trustees of the Company, we share our vision of growth with you. Our guiding principles are a blend of realism and optimism which has been and will be the guiding force of all our future endeavours. The summary of operating results for the year and appropriation of divisible profits is given below:

FINANCIAL RESULTS: (Rs in Lacs)

Particulars 2011-12 2010-11

Sales and Other Income (Including Excise Duties) 8023.64 8475.60

Profit before Interest and Finance Charges 1234.07 1617.74

Depreciation and Taxes & prior period Adjustment

Less : Interest & Finance Charges 305.03 177.33

Particulars 2011-12 2010-11

Depreciation 132.62 110.04

Profit before Taxation 796.42 1330.37

Provision for Taxation - Current 235.91 417.71

- Deferred 18.48 24.27

- Wealth Tax 0.90 0.70

- Short / (Excess) Provision of earlier

year W/O 1.26 (0.50)

- Short / (Excess) Provision of

Wealth Tax (0.10) (0.15)

Profit after Tax 539.97 888.34

Less : Prior Period Adjustment 3.87 0.90

536.10 887.44

Balance brought forward from previous year 2893.39 2214.20

Less : Corporate Dividend Tax 16.45 16.84

Less : Proposed Dividend 101.41 101.41

Less : Transfer to General Reserve 90.00 90.00

Surplus carried forward to Balance Sheet 3221.63 2893.39

Earning Per Share 10.57 17.50

DIVIDEND

Your Directors has recommended dividend @ 20% i.e. Rs.2/- per Equity Share for the year 2011-12 subject to the approval of members in the General Meeting. The Corporate Dividend Tax works out to Rs 16.45 lacs.

PERFORMANCE

The performance of your company for the fiscal year 2011-12 was impacted partly owing to the rising cost of inputs and partly owing to the dull sentiments prevailing in the capital goods sector in the industry. Net sales inclusive of Exports of the Company is Rs 7133.58 against Rs 7802.29 lacs of the previous year. Profit Before Tax is Rs 796.42 lacs against Rs 1330.37 lacs during the previous year. Net Profit of the Company is Rs 536.10 lacs against Rs 887.44 lacs during the previous year.

FUTURE PROSPECTS

As you are aware, your Company is focusing on the business of manufacturing a range of shell and tube Heat exchangers, Air cooled Heat Exchangers, Refrigeration and Air Conditioning equipments, pressure vessels, etc. which broadly fall under the category of capital goods. They have multifarious applications in several industries.

Your Company has started focusing not only on the domestic market but also on the international market and your directors are pleased to inform the members that in the current fiscal year FY 2012-13 your company has entered into a long term supply arrangements with a leading global manufacturer of heat exchangers whereby your company has started manufacturing and supplying heat exchangers to entered into after an exhaustive audit of your Company's facilities and capabilities and this augurs very well for your company and it is a testimony that your company's facilities and capabilities are capable to meet very strict international standards.

On an average your company expects to export heat exchangers valued at around Rs 20/- crores per annum. Further in the current year, the domestic demand has also revived and as of June, 2012 your company's order book position was quite healthy and it has stood at Rs 72/- crores which included domestic orders of Rs 62/- crores and export order of Rs 10/- crores. Going forward, your company expects to sustain a reasonably good growth rate in future both in the domestic market as well as in the export market.

DEPOSITS

The Company has not invited / accepted any deposits from the public under the provisions of Section 58A of the Companies Act, 1956 and rules made there under.

DIRECTORS

Shri Sanjiv kumar N. Patel, Shri Naimeshbhai B. Patel and Shri Vinodkumar C. Desai, retire by rotation and being eligible offer themselves for the reappointment. Your Directors has approved in its Board meeting held on 11th February, 2012, appointment of Shri Ramanbhai Patel as Additional Director of the Company w.e.f. 11th February, 2012. Your directors has approved in its board meeting held on 26th May, 2012, appointment of Shri Devidas C. Narumalani as Whole Time Director of the Company for further period of three years from 14th July, 2012 to 13th July, 2015 on terms and conditions as mentioned in Notice of the forthcoming Annual General Meeting.

The particulars of the directors retiring by rotation are given in the notice / explanatory statement portion of the accompanying notice.

CORPORATE GOVERNANCE

The report on Corporate Governance as per Clause 49 of the Listing Agreement is annexed herewith.

LISTING OF SECURITIES:

Your company's Equity shares are listed on Bombay Stock Exchange Ltd. (BSE). The Company has paid Annual Listing Fees for the year 2012-13 to the Stock Exchange.

DIRECTORS' RESPONSIBILITY STATEMENT

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

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

(ii) that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fairview of the state of affairs of the company at the end of the financial year and of the profit and loss account of the Company for the year under review ;

(iii) that 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 preventing and detecting fraud and other irregularities;

(iv) that the Directors have prepared the Annual Accounts for the financial year ended 31st March, 2012 on a 'going concern' basis.

STATUTORY AUDITORS

M/s. Parikh & Majmudar, Chartered Accountants, Ahmedabad, Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting. The Company has received a letter to the effect that their appointment would be within the prescribed limits under Section 224(1-B) of the companies Act, 1956. The said auditors will be appointed as auditors of the Company at the ensuing Annual General Meeting. The notes to the accounts referred to in the Auditors' Report are self explanatory and therefore do not call for any further comments.

Your Directors request you to appoint Auditors as proposed and as set out in the accompanying notice of the Annual General Meeting.

COST AUDITORS

Pursuant to Section 233-B of the Companies Act, 1956 and Circular No. F No. 52/26/cab-2010 dated 24.01.2012 issued by the Ministry of Corporate affairs, Cost Audit Branch ordering the Cost Audit of the Listed Companies for its "Engineering machinery (including electrical & electronic product)" every year. Hence to comply the said order, the Company has appointed M/s. Rajendra Patel and Associates, Ahmedabad as a Cost Accountant for the year 2012-13. The Company has received a letter to the effect that their appointment would be within the prescribed limits under Section 224(1-B) of the companies Act, 1956. The Report will be submitted to the Central Government on or before the due date.

PERSONNEL

There is no employee drawing remuneration for which information is required to be submitted under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended, hence not given.

CONSERVATION OF ENERGY

The main source of energy is power. However, power is not a major input in the manufacturing process and therefore, no substantial conservation of energy is possible. Again the Company is not required to give the particulars in the prescribed Form A under Rule 2 of the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988.

RESEARCH & DEVELOPMENT AND TECHNOLOGY ABSORPTION

The particulars as required under 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 with respect to Research & Development and Technology Absorption are given in Annexure to this report.

APPRECIATION

Your Directors wish to place on record their deep appreciation of the continued support and guidance provided by the Central and State Governments and all Regulatory bodies.

Your Directors also take opportunity to thanks the esteemed shareholders, customers, business associates, and Company's Banks for the faith reposed by them in your Company and its management.

Your Directors place on record their deep appreciation of the dedication and commitment of your Company's employees at all levels and look forward to their support in the future as well.

For and on behalf of the Board of Directors,

Place: Rakanpur

Date: 26.05.2012 NARAYANBHAI G. PATEL

CHAIRMAN & MANAGING DIRECTOR


Mar 31, 2010

The Directors are pleased to present the Eighteenth Annual Report together with Audited Statement of Accounts of the Company for the financial year ended 31st March, 2010.

FINANCIAL RESULTS (Rupees in Lacs)

Particulars 2009-10 2008-09

Sales and Other Income (Including Excise Duties) 7760.41 7429.09

Profit before Interest and Finance Charges 1548.10 1272.81

Depreciation and Taxes & prior period Adjustment

Less : Interest & Finance Charges 134.06 108.86

Depreciation 87.77 66.18

Profit before Taxation 1326.27 1097.77

Provision for Taxation - Current 415.20 373.00

- Fringe Benefit Tax 0.00 3.80

- Deferred 34.66 (0.11)

- Wealth Tax 0.35 0.17

- Short/ (Excess) Provision of FBT 0.00 (0.42)

of earlier year w/o

- Short/(Excess) Provision earlier 7.59 4.96

Year w/o

Profit after Tax 868.47 716.37

Less Prior Period Adjustment 0.56 1.88

867.91 714.49

Balance brought forward from previous year 1554.94 1022.22

Less Corporate Dividend Tax 17.23 15.51

Less Interim Dividend - -

Less:Proposed Dividend 101.41 91.26

Less Transfer to General Reserve 90.00 75.00

Surplus carried forward to Balance Sheet 2214.21 1554.94

Earning Per Share 17.12 14.09

DIVIDEND

Your Directors has recommended dividend @ Rs.2/- per Equity Share for the financial year 2009-10 subject to approval by the members in the General Meeting. The Corporate Dividend Tax works out to be Rs. 17.23 Lacs.

PERFORMANCE

Your company continued to post good performance during the year. Profit Before Tax is Rs.1326.27 lacs against Rs. 1097.77 lacs during the previous year. Net sales of the Company are Rs. 7223.20 lacs against Rs. 6844.65 Lacs of the previous year.

Your company has earned Net Profit of the Company is Rs. 867.91 lacs against Rs. 714.49 lacs during the previous year showing an increase of about 21%. Thus there is remarkable growth in the top line as well as bottom line of the Company for the year under review.

FUTURE PROSPECTS

As you aware that the Company is in engineering industry and is engaged in manufacturing/fabricating tailor made machines and therefore, the order book position of such type of company can play pivotal role in the growth of the Company. Your directors are pleased to state that continuing the past trend; the Company is having confirmed orders of about Rs.58 Crores on hand as on 22nd May,2010. Thus, inspite of the general slow down, your directors are confident of repeating similar growth inline with the past trend for fiscal year 2010-11. However, your directors are cautious and making untiring efforts so as not to compromise on growth, quality, and profitability of the Company.

As per the present policy of the Government of India, there is a thrust on development of various infrastructure sectors and accordingly Government is continuously spending and developing refineries, fertilizer projects, thermal power plant and nuclear power plant. There is wide scope for the Company to supply the Capital goods equipments to the Companies under this segment. Thus the Company can supply equipments like Shell & Tube heat Exchangers, Pressure Vessels & Columns, Air Cooled Heat Exchangers and Air Conditioning and Refrigeration equipments to this segment. Thus your directors are quite bullish on repeating similar performance in future.

DEPOSITS

The Company has not invited / accepted any deposits from the public under the provisions of Section 58A of the Companies Act, 1956 and rules made there under.

DIRECTORS

Shri Narendrabhai G.Patel, Shri Devidas C. Narumalani and Shri Prakashbhai N. Patel, who retire by rotation and being eligible, offer themselves for the re-appontment.

Shri Narimishbhai Patel, Shri Vinodkumar Desai, and Shri Girishbhai Desai have been appointed as Additional Director of the Company with effect from 30th October, 2009.Their appointment as Director is proposed in ensuing Annual General Meeting.

The Board of Director has in their meeting held on 22nd May, 2010 approved the re-appointment of Shri Prakashbhai N.Patel and Shri Narendrabhai Patel for further period of 3 years subject to approval of ensuing Annual General Meeting.

CORPORATE GOVERNANCE

The report on Corporate Governance as per Clause 49 of the Listing Agreement is annexed herewith.

LISTING OF SECURITIES

Your Companys equity shares are listed on Bombay Stock Exchange Ltd.The Company has paid Annual Listing fees for the year 2010-11 to the Bombay Stock Exchange Ltd.

DIRECTORS RESPONSIBILITY STATEMENT

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

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

(ii) that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss account of the Company for the year under review ;

(iii) that 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 preventing and detecting fraud and other irregularities;

(iv) that the Directors have prepared the Annual Accounts for the financial year ended 31st March, 2010 on a going concern basis.

AUDITORS

M/S. Parikh & Majmudar having Registration Number 107525W, Chartered Accountants, Ahmedabad, Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting. The Company has received a letter to the effect that their appointment would be within the prescribed limits under Section 224(1-B) of the companies Act, 1956. The said auditors will be re-appointed as auditors of the Company at the ensuing Annual General Meeting. The notes to the accounts referred to in the Auditors Report are self explanatory and therefore do not call for any further comments.

Your Directors request you to appoint Auditors for the current year as set out in the accompanying notice of the Annual General Meeting.

PERSONNEL

There is no employee drawing remuneration for which information is required to be submitted under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended, hence not given.

CONSERVATION OF ENERGY

The main source of energy is power. However, power is not a major input in the manufacturing process and therefore, no substantial conservation of energy is possible. Again the Company is not required to give the particulars in the prescribed Form A under Rule 2 of the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988.

RESEARCH & DEVELOPMENT AND TECHNOLOGY ABSORPTION

The particulars as required under 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 with respect to Research & Development and Technology Absorption are given in Annexure to this report.

FOREIGH EXCHANGE EARNINGS & OUTGO

The information on foreign exchange earning and outgo during the year is furnished in the Notes to the Accounts.

APPRECIATION

Your Directors wish to place on record their deep appreciation of the continued support and guidance provided by the Central and State Governments and al Regulatory bodies.

Your Directors also take opportunity to thanks the esteemed shareholders, customers, business associates, Financial Institutions and Commercial Banks for the faith reposed by them in your Company and its management.

Your Directors place on record their deep appreciation of the dedication and commitment of your Companys employees at all levels and look forward to their support in the future as well.



For and on behalf of the Board of Directors,

Place : Rakanpur NARAYANBHAI G. PATEL

Date : 22nd May, 2010 Chairman & Managing Director

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