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Directors Report of PPAP Automotive Ltd.

Mar 31, 2015

Dear Members,

PPAP Automotive Limited

The Directors have pleasure in presenting the Twentieth Annual Report together with the audited financial statements for the year ended 31st March, 2015.

Financial highlights Rs. in crores

Particulars For the year ended

31-Mar-15 31-Mar-14

Total Revenue 322.64 255.11

Earnings before interest, tax, depreciation and amortization expense 44.50 36.27 (EBITDA)

Less: interest 7.12 3.04

Depreciation & amortization 21.53 19.74

Profit / (loss) before extraordinary items and tax 15.83 13.48

Less: extraordinary items 0 5.46

Profit / (loss) before tax (PBT) 15.83 8.02

Less: Tax expenses

Current tax 2.78 3.31

Deferred tax 1.02 (0.75)

Profit / (loss) for the period (PAT) 12.02 5.45

Add : profit brought forward from previous year 95.28 89.82

Total available profits 107.3 95.28

Less: Transferred to reserves 1.20 -

Dividend amount including dividend distribution tax 1.67 -

Profits carried forward to the following year 104.43 95.28

Business Operations

Revenue from operations (net of excise) of your Company has increased to Rs. 318.50 crores as against Rs. 246.75 crores in the previous year, registering a growth of 29.07%.

The profit after tax of your Company registered a growth of 120.14% . During the year under review, the Company was able to improve its profit after tax margin from 2.1% to 3.78% of sales. The growth in profit is due to the management's continuous focus on improving the overall efficiencies of each operation of the Company. The initiatives taken have resulted in improving the operating margins. Due to continued focus on optimizing the capital expenditure, the results are showing an improvement trend due to increase in utilization of assets.

During the year under review, the Company successfully commenced commercial production at the new plant established in Pathredi region in Rajasthan. The Company will be able to provide cost effective products to its customers in Bhiwadi (Rajasthan), Neemrana (Rajasthan) and Manesar (Haryana) areas. Your Company continuously engages with the technology partners to offer latest technology to the customers as well as improving the skills and knowledge of its employees.

Dividend

Your Directors are pleased to recommend a dividend of Rs. 1 per equity share of Rs. 10/- each for the financial year ended 31st March, 2015. The payment of dividend is subject to the approval of shareholders at the ensuing Annual General Meeting of the Company. The total outgo on account of equity dividend amounts to Rs. 1.68 crores including dividend distribution tax of Rs. 0.28 crores.

Transfer to Reserves

Your Company has transferred Rs. 1.20 crores to the General Reserve from the accumulated profits.

Deposits

During the year under review, your Company has not accepted any deposits within the meaning of provisions of Chapter V (Acceptance of Deposits by Companies of the Companies Act, 2013) read with the Companies (Acceptance of Deposits) Rules, 2014.

Technical Collaboration

The Company has technical collaborations with Tokai Kogyo Co. Limited, Japan and Nissen Chemitec Corporation, Japan and is receiving the requisite support, as per the needs of the business.

Tokai Kogyo Co. Limited, Japan and Nissen Chemitec Corporation, Japan, extend their continuous support in terms of new product development, innovations, latest technology, etc. as per the needs of your Company.

Extract of Annual Return

The details forming part of the extract of the Annual Return in Form MGT- 9 in accordance with Section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, is annexed herewith as "Annexure- A" to this Report.

Number of Board Meetings

The Board met four times during the financial year, the details of which are given in the Corporate Governance Report.

Directors and Key Managerial Personnel

During the financial year 2014-15, Mr. Ashok Kumar Jain was appointed as Additional / Independent Director of your Company with effect from 27th May, 2014. Subsequently, he was appointed as an Independent Director by the shareholders at the 19th Annual General Meeting of the Company held on 27th September, 2014, on non-rotational basis to hold office up to 5 (five) consecutive years till 26th May, 2019.

Mr. Bhuwan Kumar Chaturvedi, was appointed as Additional / Independent Director with effect from 26th December, 2013. Subsequently, he was appointed as an Independent Director by the shareholders of the Company at the Annual General Meeting held on 27th September, 2014, on non-rotational basis to hold office up to 5 (five) consecutive years till 25th December, 2018.

Ms. Vinay Kumari Jain, was appointed as Additional / Non-Executive Director of your Company with effect from 26th December, 2013. Subsequently, she was appointed as a Non-Executive Director by the shareholders of the Company at 19th Annual General Meeting held on 27th September, 2014 on rotational basis.

Further, in compliance with the provisions of Sections 149, 152, Schedule IV and other applicable provisions, if any, of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014, Mr. Pravin Kumar Gupta was appointed as Independent Director on the Board of your Company at the 19th Annual General Meeting held on 27th September, 2014 on non-rotational basis to hold office up to 5 (five) consecutive years till 31st March, 2019.

Mr. Abhishek Jain retires by rotation and being eligible, offers himself for re-appointment at the ensuing Annual General Meeting.

Mr. Ajay Kumar Jain, Chairman & Managing Director, with effect from 1st November, 2015 and Mr. Abhishek Jain, Whole Time Director (who is liable to retire by rotation), with effect from 3rd June, 2015 are to be re-appointed at the ensuing Annual General Meeting for the tenure of three years.

Directors' Responsibility Statement

Pursuant to Section 134(3)(c) of the Companies Act, 2013, the Directors confirm :

i. that in the preparation of annual accounts for the financial year ended 31st March, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

ii. that the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2015 and of the profit and loss of the Company for the financial year ended 31st March, 2015;

iii. that the proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. that the annual accounts for the financial year ended 31st March, 2015 have been prepared on a 'going concern basis';

v. that the internal financial controls are adequate and are operating effectively; and

vi. that proper systems to ensure compliance with the provisions of all applicable laws are adequate and operating effectively.

Evaluation of the Board's performance / effectiveness

In terms of provisions of the Companies Act, 2013 read with Rules issued thereunder and Clause 49 of the Listing Agreement, the Board of Directors have evaluated the effectiveness of the Board. Accordingly, the performance evaluation of the Board, each Director and the Committees was carried out for the financial year ended 31st March, 2015. The evaluation of the Directors was based on various aspects which, inter alia, included the level of participation in the Board Meetings, understanding of their roles and responsibilities, business of the Company along with the environment and effectiveness of their contribution. The Board subsequently evaluated its own performance, the working of all Board Committees and Independent Directors (without participation of the relevant Director).

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, Independent Directors at their meeting, without the participation of the Non-Independent Directors and Management, considered / evaluated the Boards' performance, performance of the Chairman and other Non-Independent Directors.

Nomination and Remuneration Policy

In accordance with the Section 178 and other applicable provisions, if any, of the Companies Act, 2013 read with the rules thereunder and Clause 49 of the Listing Agreement, the Board of Directors formulated the Nomination and Remuneration Policy on the recommendation of the Nomination and Remuneration Committee of the Company.

In accordance with the Nomination and Remuneration Policy, the Nomination and Remuneration Committee has, inter alia, the following responsibilities:

1. Ensuring appropriate induction & training program: The Committee shall ensure that there is an appropriate induction & training program in place for new Directors, KMPs and members of Senior Management and review its effectiveness;

2. Formulate the criteria for appointment as a Director: The Committee shall formulate criteria and review them on an ongoing basis for determining qualifications, skills, experience, expertise, qualities, positive attributes required to be a Director of the Company.

3. Identify persons who are qualified to be Directors / Independent Directors / KMPs / SMPs: The Committee shall identify persons, who are qualified to become Directors / Independent Directors / KMPs / SMPs and who satisfy the criteria laid down under the provisions of the Companies Act, 2013, rules made thereunder, Listing Agreement or any other enactment, for the time being in force.

4. Nominate candidates for Directorships subject to the approval of Board: The Committee shall recommend to the Board the appointment of potential candidates as Non-Executive Director or Independent Director or Executive Director, as the case may be.

5. Evaluate the performance of the Board: The Committee shall determine a process for evaluating the performance of every Director, Committees of the Board and the Board, on an annual basis.

6. Remuneration of Managing Director / Directors: The Committee shall ensure that the tenure of Executive Directors and their compensation packages are in accordance with applicable laws, in line with the Company's objectives, shareholders' interests and comparable with industry standards.

7. Review performance and compensation of Non-Executive Independent Directors: The Committee shall review the performance of the Non-Executive Independent Directors of the Company. The Committee shall ensure that the Non-Executive Independent Director(s) may receive remuneration by way of sitting fees for attending the meetings of Board or Committee(s), thereof provided that the amount of such fees shall be subject to ceiling / limits as provided under Companies Act, 2013 and rules made thereunder or any other enactment, for the time being in force.

8. Review performance and compensation of KMPs / SMPs etc.: The Committee shall ensure that the remuneration to be paid to KMPs / SMPs shall be based on the experience, qualifications and expertise of the personnel and governed by the limits, if any, prescribed under the Companies Act, 2013 and rules made thereunder or any other enactment, for the time being in force.

9. Directors' and Officers' Insurance: The Committee shall ensure that where any insurance is taken by the Company on behalf of its Directors, KMPs / SMPs either for indemnifying them against any liability or any other matter as may be deemed fit, the premium paid on such insurance, shall not be treated as part of the remuneration payable, to any such personnel.

Disclosure relating to remuneration of Directors, Key Managerial Personnel and particulars of employees

The statement containing particulars of employees as required under Section 197(12) of the Companies Act, 2013 read with rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as "Annexure-B" to this Report.

Names of companies which have ceased / become subsidiaries / joint ventures / associate companies during the year

i) Associate Companies

During the financial year 2014-15, PPAP Automotive Chennai Private Limited and PPAP Automotive Technology Private Limited became wholly owned subsidiaries of your Company and cease to be the subsidiaries by 31st March, 2015. Both the above mentioned companies ceased to be the subsidiaries of your Company during the year. Currently, your Company holds 40% stake in the equity share capital in both of the mentioned companies.

ii) Joint Venture

PPAP Tokai India Rubber Private Limited (JV) is a joint venture between your Company and Tokai Kogyo Co. Ltd., Japan. The JV company utilizes the Rubber (Metal and Non-Metal) and thermoplastic vulcanized (TPV) extrusion technology for manufacturing Automotive sealing systems. Your Company has invested Rs. 13 crores in JV Company during the financial year 2014-15.

The JV company's esteemed customers includes Maruti Suzuki India Limited, Honda Cars India Limited and Toyota Kirloskar Motor Private Limited. JV company also exports to TOACS (Thailand) Co. Limited.

Corporate Governance

As per Clause 49 of the Listing Agreement with the stock exchanges, a separate section on corporate governance practices is annexed herewith as "Annexure-C", followed by the Company, together with a certificate from the Practising Company Secretary confirming compliance, forms an integral part of this Report.

Management Discussion and Analysis Report

The Management Discussion and Analysis Report forms an integral part of this Report is annexed herewith as "Annexure-D" and gives details of the overall industry structure, developments, performance and state of affairs of the Company's business, internal controls and their adequacy.

Material changes and commitments affecting the financial position of the Company which have occurred between 31st March, 2015 and 26th May, 2015 (date of the Report)

There were no material changes and commitments affecting the financial position of the Company between the end of financial year (31st March, 2015) and the date of the Report (26th May, 2015).

Particulars of loans, guarantees or investments

The details of loans, guarantees and investments under Section 186 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 are as follows:

A) Details of investments made by the Company as on 31st March, 2015 Investment in Equity Shares

B) There are no loans given and guarantees issued by your Company in accordance with Section 186 of the Companies Act, 2013 read with the Rules issued thereunder.

Related Party Transactions

During the financial year 2014-15, your Company has entered into transactions with related parties as defined under Section 2(76) of the Companies Act, 2013 read with Companies (specification of definitions details) Rules, 2014, which were in the ordinary course of business and are on arms' length basis and in accordance with the provisions of the Companies Act, 2013, rules issued thereunder and Clause 49 of the Listing Agreement. During the financial year 2014-15, there were no transactions with related parties which qualify as material transactions under the Listing Agreement. All Related Party Transactions are placed before the Audit Committee for approval.

The details of the related party transactions as required under Accounting Standard-18 are set out in note no. 31B to the financial statements forming part of this report.

The Form AOC- 2 pursuant to Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is annexed herewith as "Annexure- E" to this Report.

Auditors

Statutory Auditors

The Members at the 19th Annual General Meeting of the Company held on 27th September, 2014 have approved the appointment of M/s. O.P. Bagla & Co. (Firm Registration No. 000018N), Chartered Accountants, New Delhi, as statutory auditors for a period of four years commencing from the nineteenth Annual General Meeting till the conclusion of the twenty third Annual General Meeting, subject to ratification by the Members of the Company at every Annual General Meeting.

In terms of the first proviso to Section 139 of the Companies Act, 2013, the appointment of the statutory auditors shall be placed for ratification by the shareholders at every Annual General Meeting. Accordingly, the appointment of M/s. O. P. Bagla & Co., Chartered Accountants, New Delhi, as statutory auditors of the Company, will be placed for ratification by the shareholders at the ensuing Annual General Meeting. In this regard, the Company has received a certificate from the statutory auditors to the effect that if their appointment is ratified by the members of the Company, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013.

The Auditors' Report for the financial year 2014-15 does not contain any qualification, reservation or adverse remarks.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. VLA & Associates, Company Secretaries, to undertake the Secretarial Audit of the Company. The Report of the Secretarial Auditors is annexed herewith as "Annexure-F" to this Report.

The Secretarial Auditors' Report for the financial year 2014-15 does not contain any qualification, reservation or adverse remarks.

Cost Auditors

The Board had appointed M/s. Chittora & Co., Cost Accountants for the financial year 2014-15 to carry out the cost audit of Company's records. However, pursuant to a clarification provided by the Ministry of Corporate Affairs, the cost audit for the financial year 2014-15 was not applicable to the Company and hence for the financial year 2014-15, cost audit was not conducted.

As per Section 148 and other applicable provisions, if any, of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014, the Board of Directors of your Company has appointed M/s. Chittora & Co., Cost Accountants, as the Cost Auditors for the financial year 2015-16 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. 125,000 (Rupees one lakh twenty five thousand only) excluding taxes and out of pocket expenses, if any.

Your Company has received consent from M/s. Chittora & Co., Cost Accountants, to act as the Cost Auditors of your Company for the financial year 2015-16 along with a certificate confirming their independence.

Corporate Social Responsibility

The Board of Directors at its meeting held on 13th November, 2014 approved the Corporate Social Responsibility (CSR) Policy for your Company pursuant to the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, on the recommendations of the CSR Committee. The CSR Policy outlines the CSR vision of your Company which is based on embedded tenets of trust, fairness and care.

The initiatives undertaken by your Company during the financial year 2014-15 in CSR have been detailed in this Annual Report. The CSR activities in accordance with the Companies (Corporate Social Responsibility Policy) Rules, 2014, is annexed herewith as "Annexure-G" to this Report.

Risk Management Policy

Risk is an integral part of the business and Company is committed to managing the risks in a proactive and efficient manner. Your Company periodically assesses risks in the internal and external environment along with the cost of treating risks and incorporates risk treatment plans in its strategy, business and operational plans.

During the financial year 2014-15, the Board of Directors of your Company has approved the Risk Management Policy.

The details of Risk Management as practiced by the Company are provided as part of Management Discussion and Analysis Report attached as "Annexure-D" to this Report.

Details of Significant and Material Orders passed by the Regulators

During the financial year 2014-15, no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company's operations in future.

Details on Internal Financial Controls related to Financial Statements

Your Company has put in place adequate internal financial controls with reference to the financial statements.

Your Company has adopted accounting policies which are in line with the Accounting Standards prescribed in the Companies (Accounting Standards) Rules, 2006 that continue to apply under Section 133 and other applicable provisions, if any, of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014. These policies are in accordance with generally accepted accounting principles in India. Changes in policies, if any, are approved by the Audit Committee in consultation with the Auditors.

Your Company, in preparing its financial statements makes judgements and estimates. The Management periodically reviews the financial performance of your Company against the approved plans across various parameters and takes necessary action, wherever necessary.

Your Company has laid down Code of Conduct applicable to all its employees along with a Whistle Blower Policy. Any non-compliance noticed, is to be reported and action taken in line with the Whistle Blower Policy.

Vigil Mechanism / Whistle Blower Policy

Your Company has adopted a Whistle Blower Policy pursuant to which employees of the Company can raise their concerns relating to fraud, malpractice or any other activity or event which is against the interest of the Company or society, as a whole. The details of complaints received and the action taken are reviewed by the Chairman of the Company or Chairman of the Audit Committee, in exceptional circumstances.

The functioning of the Whistle Blower Mechanism is reviewed by the Audit Committee from time to time.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

The information on conservation of energy, technology absorption, foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is annexed herewith as "Annexure-H".

Appreciation

Your Directors place on record their sincere appreciation to all employees of the Company for their hard work, unstinted commitment and continued value addition to the Company.

Your Directors wish to express their appreciation for the continued and the valuable cooperation received from the technical collaborators viz. Tokai Kogyo Co. Limited, Japan and Nissen Chemitec Corporation, Japan.

Your Directors sincerely convey their appreciation to customers, shareholders, vendors, bankers, business associates, regulatory and government authorities for their continued support.

For and on behalf of the Board of Directors

Ajay Kumar Jain Abhishek Jain

Place : Noida Chairman & Managing Director Whole Time Director

Date : 26th May, 2015 DIN: 00148839 DIN: 00137651


Mar 31, 2014

Dear Members,

The Directors are pleased to present their Nineteenth Annual Report together with the Audited Statement of Accounts for the Financial Year ended March 31, 2014.

FINANCIAL HIGHLIGHTS

We are delighted to present the highlights of the Financial Results of your Company for the year ended March 31, 2014.

Rs. in lakhs

Particulars For the year ended

31-Mar-14 31-Mar-13

Total Revenue 25,525.02 21,959.12

Earnings before Interest, Tax, Depreciation and amortization expense 3,627.01 1,974.61

Less: Interest 304.04 114.18

Depreciation & Amortization 1,974.76 1,811.13

Profit/(Loss) before exceptional and extra-ordinary items and Tax 1,348.21 49.30

Add: Exceptional items - 8.66

Profit/ (Loss) before Extraordinary items and tax (PBT) 1,348.21 57.96

Less: Extraordinary items 546.06 -

Profit/ (Loss) before tax (PBT) 802.15 57.96 Add/ (Less): Tax Expenses

Current Tax (331.39) 7.28

Deferred Tax 75.11 88.75

Profit/(Loss) for the period 545.87 153.99

Add : Profit brought forward from previous year 8,982.63 8,828.64

Balance available for appropriation 9,528.50 8,982.63

BUSINESS OPERATIONS

The Total Sales (net of excise) of your Company for FY 2013-14 stood at Rs. 24,675.69 lakhs as against Rs. 21,542.83 lakhs in the previous year showing an increase of 14.54%.

Profit after tax increased by 254.48% from Rs. 153.99 lakhs in 2012-13 to Rs. 545.87 in FY 2013-14.

During the year under review, the management has taken several measures to improve the operational efficiency and to reduce the costs.

Your Company is in the expansion mode and has started the commercial production at its new manufacturing facility at Pathredi (Rajasathan) in the month of May 2014. The Company has also increased the production volume at its existing manufacturing facility at Chennai.

The Company has during the year under review, introduced new technologies viz. SUS type Extrusion (Bright Stainless Steel type), Slide Rail (exclusive Extrusion process) and Rotary Stretch Bending, to meet the demands of its customers for the passenger car segments.The Company, continuously focuses on acquiring the latest technologies.It has received further orders for Injection Molding parts for latest models of Maruti Suzuki India Limited, the production of which shall start in FY 2015-16 from the Pathredi plant.

The Company through its Joint Venture, utilises the Rubber (Metal and Non-Metal) and TPO (Glass Run Channel) Extrusion technology for making the Automotive Sealing Extruded Parts. Now, the Company has all the technologies to cater the complete demand of our customer for the Sealing System parts.

TRANSFER OF "WHITE GOODS BUSINESS DIVISION" AND "MAINLINE POWER DISTRIBUTION SYSTEM BUSINESS DIVISION"

During the Financial Year 2013-14, the Company has transferred its White Goods Business Division" and "Mainline Power Distribution System Business Division" as a going concern on slump sale basis to its related entities, ''Ajay Poly Private Limited'' and ''Seiki Auto India Private Limited'' respectively.

CHANGE OF REGISTERED OFFICE

The Registered Office of your Company has been shifted from ''4561, Deputy Ganj, Sadar Bazar, Delhi - 110006'' to ''54 Okhla Industrial Estate, Phase III, New Delhi-110020''with effect from May 8, 2013.

CHANGE OF CORPORATE OFFICE

The Corporate Office of your Company has been shifted from Company from ''B-II/29, Mohan Co-operatives Industrial Estate Badarpur, New Delhi to ''B-206A, Sector - 81, Phase - II, Noida - 201305'' with effect from May 8, 2013.

CHANGE OF NAME OF THE COMPANY

The name of the Company has been changed from ''Precision Pipes and Profiles Company Limited'' to ''PPAP Automotive Limited'' with effect from May 16, 2014, subsequent to the Members approval vide Special Resolution passed through Postal Ballot on April 3, 2014 and consequently upon receipt of approval from Ministry of Corporate Affairs.

SUBSIDIARIES

The Company has no subsidiary as on March 31, 2014.

TECHNICAL COLLABORATION

The Technical Collaboration with Tokai Kogyo Co. Limited, Japan and Nissen Chemitec Corporation, Japan, continues to be active and the Company is receiving the requisite support, whenever required.

JOINT VENTURE COMPANY

The Joint Venture Company, PPAP Tokai India Rubber Private Limited, has started its operations in the Financial Year 2013-14 and started supplying automotive parts to Maruti Suzuki India Limited and Honda Cars India Limited to meet the demand for the passenger cars. The JV Company also exports to Thailand.

DIVIDEND

With a view to conserve the resources for future business requirements and expansion plans, your Directors are of view that the current year''s profit be ploughed back into the operations and hence no dividend is recommended for the year under review.

FIXED DEPOSITS

During the year under review, your Company has not invited or accepted any Fixed Deposits from the Public pursuant to the provisions of Section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975.

DIRECTORS

Mr. Ajay Kumar Jain and Mr. Abhishek Jain, in the past, were non-retiring Directors. However, in terms of the provisions of the Companies Act, 2013, the Board in its meeting held on August 14, 2014 categorized them as Directors liable to retire by rotation. Thus,Mr. Ajay Kumar Jain retires from the Board by rotation this year and being eligible, offers himself for re-appointment.

As per the provisions of the Companies Act, 2013, Independent Directors shall not be liable to retire by rotation. Accordingly,Mr. Pravin Kumar Gupta, who was earlier appointed by the Members as an Independent Director of the Company liable to retire by rotation, is proposed to be reappointed at the ensuing Annual General Meeting as an Independent Director not liable to retire by rotation for a period upto March 31, 2019. Your Board recommends the said appointment.

The Board of Directors of the Company co-opted Mr. Bhuwan Kumar Chaturvedi and Mr. Ashok Kumar Jain, as Additional Directors of the Company with effect from December 26, 2013 and May 27, 2014 respectively, in the category of Non-Executive Independent Directors and Ms. Vinay Kumari Jain, in the category of Non-Executive Director with effect from December 26, 2013, pursuant to Section 149, 161 of the Companies Act, 2013 read with the Articles of Association of the Company.

Mr. Bhuwan Kumar Chaturvedi, Ms. Vinay Kumari Jain and Mr. Ashok Kumar Jain, hold the office of Director, as Additional Directors, until the date of the ensuing Annual General Meeting of the Company and are eligible for appointment as the Directors. Keeping in view their experience and expertise, the Board considers it desirable that the Company should continue to avail the services of Mr. Bhuwan Kumar Chaturvedi, Ms. Vinay Kumari Jain and Mr. Ashok Kumar Jain, as their presence as Director on the Board would be of immense benefit to the Company. The Resolutions proposing their appointment will be placed before the Shareholders for their approval at the ensuing Annual General Meeting 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.

Mr. Sharat Chand Jain, Mr. Rajeev Jain, Mr. Anuj Jain have resigned from the Directorship of the Company with effect from April 29, 2013, Mr. Ashok Kumar Aggarwal with effect from November 20, 2013, Mr. Devendra Chandra Jain, with effect from December 30, 2013 and Mr. Manmohan Singh Kapur with effect from February 13, 2014. The Board of Directors placed on record their appreciation for the valuable services and guidance provided by them, during their tenure as Directors of the Company.

Brief resume/details of the Directors, who are to be appointed or re-appointed as mentioned herein above have been furnished in the Corporate Governance Report, forming part of the Annual Report. The Board recommends their appointment or re- appointment at the ensuing Annual General Meeting.

CORPORATE SOCIAL RESPONSIBILITY

The Companies Act, 2013 notified Section 135 of the Act concerning Corporate Social Responsibility alongwith the Rules made thereunder and revised Schedule VII to the Act on 27 February 2014 to come into effect from 1 April 2014.

The Company being covered under the provisions of the said section, has taken necessary initial steps in this regard. A Committee of the Directors, titled ''Corporate Social Responsibility Committee'', has been formed by the Board in its meeting held on 27 May 2014, consisting of the following Directors:

1. Mr. Ashok Kumar Jain, Chairman

2. Ms. Vinay Kumari Jain

3. Mr. Abhishek Jain

The said section being enacted with effect from 1 April 2014, necessary details as prescribed under the said section shall be presented to the members in the Annual Report for the year 2014-15.

DIRECTORS'' RESPONSIBILITY STATEMENT

To the best of our knowledge and belief and according to the information and explanations obtained, your Directors make the following statement in terms of Section 217(2AA) of the Companies Act, 1956:

i. that in the preparation of Annual Accounts for the Financial Year ended March 31, 2014, the applicable Accounting Stan- dards have been followed;

ii. that appropriate accounting policies have been selected and applied consistently and judgments and estimates that are reasonable and prudent have been made so as to give a true and fair view of the state of affairs of the Company as at March 31, 2014 and of the profit of the Company for the Financial Year ended March 31, 2014;

iii. that the proper and sufficient care has been taken for the maintenance of adequate accounting records, in accordance with

the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. that the Annual Accounts for the Financial Year ended March 31, 2014 have been prepared on a going concern basis. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A report on Management Discussion and Analysis is appended as Annexure to this report as per the requirements of Listing Agreement with Stock Exchanges.

CORPORATE GOVERNANCE

The Company has been making every effort to improve governance and transparency in the conduct of the business. Your Company is committed to good Corporate Governance coupled with good corporate practices.

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, a report on Corporate Governance is annexed as a separate section and forms part of this Annual Report.

AUDITORS

M/s. O.P. Bagla & Co. (Firm Registration No. 000018N), Chartered Accountants, the statutory auditors of the Company, will retire at the conclusion of the ensuing Annual General Meeting and are eligible to hold office for a period of four years, upto 2018, pursuant to the provisions of Sections 139, 142 and other applicable provisions, if any, of the Companies Act, 2013, subject to the approval of the Members and thereafter, ratification by the Members annually.

The members are requested to appoint M/s. O.P. Bagla & Co. (Firm Registration No. 000018N), Chartered Accountants, as auditors for four years from the conclusion of the ensuing Annual General Meeting till the conclusion of the 23rd Annual General Meeting, in 2018.

The Notes on the Financial Statements referred to in the Auditors'' Report are self-explanatory and do not call for any further comments.

LISTING

The shares of the Company are presently listed on National Stock Exchange of India Limited ("NSE") and Bombay Stock Exchange Limited ("BSE").

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND RESEARCH & DEVELOPMENT AND FOREIGN EXCHANGE EARNINGS AND OUTGO Energy Conservation

The particulars in respect of Energy Conservation are not applicable to your Company in terms of Section 217(1) (e) read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988.

Technology Absorption and Research & Development

As required under Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, the particulars relating to Technology Absorption and Research and Development as per Form B are given in Annexure ''A'' annexed herewith, which forms a part of this Directors'' Report.

PARTICULARS OF EMPLOYEES

None of the employee of the Company is in receipt of the salary exceeding the limits of Rs. 60,00,000/- per annum or Rs. 5,00,000/- per month as specified by Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended by Companies (Particulars of Employees) Rules, 2011.

ACKNOWLEDGEMENT

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

Your Directors acknowledge with gratitude the co-operation and continuous support extended by the technical collaborators viz. Tokai Kogyo Co. Ltd., Japan, and Nissen Chemitec Corporation, Japan.

Your Directors also take this opportunity to convey their thanks to the shareholders, suppliers and all other business associates for the continuous support given by them to the Company and their confidence reposed in the management.

For and on behalf of the Board of Directors

Place : Noida Ajay Kumar Jain Abhishek Jain Date : 14.08.2014 Chairman & Managing Director Whole Time Director


Mar 31, 2013

Dear Members,

Precision Pipes and Profiles Company Limited

The Directors are pleased to present their Eighteenth Annual Report together with the Audited Statement of Accounts for the Financial Year ended March 31, 2013.

Financial Highlights

We are delighted to present the highlights of Financial Results of your Company for the year ended 31st March, 2013.

Rs. In lakhs

Particulars For the year ended

31-Mar-13 31-Mar-12

Revenue from operations 21,959.12 18,740.81

Profit Before Depreciation and amortization expense 1,860.43 3,285.70

Less: Depreciation & Amortization 1,811.13 1,807.82

Profit/(Loss) before exceptional and extra-ordinary items and Tax 49.30 1,477.88

Exceptional items 8.66 66.91

Profit/ (Loss) before tax (PBT) 57.96 1,544.79

Les: Tax Expenses

Current Tax (7.28) 536.13

Deferred Tax (88.75) (279.98)

Profit/(Loss) for the period 153.99 1,288.64

Add : Profit brought forward from previous year 8,828.64 7,540.00

Profits carried forward to the following year 8,982.63 8,828.64

Business Operations

PPAP is the principal manufacturer of automotive Body Sealing, Exterior & Interior parts. PPAP is also engaged in the business of manufacturing of profiles for White Goods Industry and Mainline Power Distribution System.

The Company''s esteemed customers include Maruti Suzuki India Limited, Honda Cars India Limited, General Motors (India) Limited, Toyota Kirloskar Motors, Renault Nissan Automotive India Private Limited, Tata Motors Limited, Ford India Private Limited, Mahindra and Mahindra Limited and International Cars and Motors Limited along with their Tier 1 suppliers. Your company has a technical collaboration with Tokai Kogyo Co. Ltd, Japan and Nissen Chemitec Corporation, Japan to develop automotive products. In the White Goods Industry, your Company develops customized profiles for Godrej, Voltas, Videocon and Carrier Refrigerators.

Your Company has achieved Total Sales (net of excise) of Rs. 21542.83 lakhs in the Financial Year ended March 31, 2013 as against Rs. 18464.34 lakhs in the previous year. Profit after tax for 2012-13 is Rs. 153.99 lakhs as compared to Rs. 1288.64 lakhs in 2011-12.

Market Scenario

Thetotal car sales for the Indian Automotive Industry stood at 26,86,429 units in FY 2012-13 compared to 26,18,072 units FY 2011-12 [source: The Society of Indian Automobile Manufacturers (SIAM)].

In the last fiscal, the strike at Manesar plant of Maruti Suzuki India Ltd. (MSIL) and labour unrest at Argentum, Greater Noida of PAN India Motors Limited, resulted in reduction of customer orders.

In September 2012, car sales faced the second largest downslide at 5.36 percent after the 22.39 percent dip witnessed in FY 2001-02 [source: SIAM].The car industry is experiencing sluggish sales due to high interest rates, inflation, rising fuel prices and volatility in exchange rates.

Passenger car sales in India are forecast to grow at a rate of 3-5 per cent in the ongoing fiscal on expectations of an improvement in overall macro-economic conditions, despite witnessing a fall of 6.69 per cent during FY 2012-13. [source: SIAM]

Dividend

Your Company is focusing on enhancing its product portfolio and therefore your Company has decided to plough back the profits to realize the expansion plans in order to cater to the new business. Therefore, your company has not recommended any dividend for the Financial Year ended March 31, 2013.

Transfer to Reserves

Your Company has not made any transfer to the Reserves during the Financial Year 2012-13.

Transfer of ''White Goods Business Division'' and ''Mainline Power Distribution System Business Division''

Subsequent to the year end, the Shareholders of the Company by way of Postal Ballot have given their approval under Section 293(1)(a) of the Companies Act, 1956 for transfer of the Company''s ''White Goods Business Division'' and ''Mainline Power Distribution System Business Division'' as a going concern on slump sale basis, effective on such date as the Board deems fit for the Company, to ''Ajay Poly Private Limited'' and ''Seiki Auto India Private Limited'' respectively.

Fixed Deposits

During the year under review, your Company has not invited or accepted any Fixed Deposits from the Public pursuant to the provisions of Section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975.

Change of Registered Office

The Registered Office of your Company has been shifted from ''4561, Deputy Ganj, Sadar Bazar, Delhi - 110006'' to ''54 Okhla Industrial Estate, Phase III, New Delhi-110020'' with effect from May 8, 2013.

Changeof CorporateOffice

The Corporate Office of your Company has been shifted from ''B-II/29, Mohan Co-operatives Industrial Estate Badarpur, New Delhi to ''B-206A, Sector - 81, Phase-II, Noida - 201305'' with effect from May 8, 2013.

Joint Venture

In line with the focus of your company to continuously develop new products, your company has entered into an equal partnership with Tokai Kogyo Co. Ltd. The name of the new company is "PPAP Tokai India Rubber Private Limited". It is 50:50 JV company with your company''s technical collaborators "Tokai Kogyo Co. Ltd., Japan", with whom your company has a relationship for more than 25 years. The Company will manufacture Rubber Extrusion Products and TPO Glass Run Channel.

Directors

In terms of the provisions of the Companies Act, 1956 & the Articles of Association of the Company, Mr. Devendra Chandra Jain, Director of the Company shall retire by rotation at the forthcoming Annual General Meeting of the Company and being eligible, offer himself for re-appointment.

Mr. Pravin Kumar Gupta was appointed as an Additional Director of the Company with effect from May 8, 2013. In accordance with the provisions of the Companies Act, 1956, Mr. Pravin Kumar Gupta, in his capacity as an Additional Director holds office up to the date of the forthcoming Annual General Meeting. The Company has received notice from a member of the Company under section 257 of the Companies Act, 1956, proposing the candidature of Mr. Pravin Kumar Gupta for the Directorship.

Mr. Ajay Kumar Jain, Managing Director of the Company was reappointed for a further period of three years with effect from November 1, 2012. The Board of Directors on the recommendation of the Remuneration Committee approved reappointment of Mr. Ajay Kumar Jain, as the Managing Director of the Company for a further period of three years commencing from November 1, 2012 subject to the approval of shareholders and such other approval as may be required.

Mr.Surender Kumar Tuteja, Mr. Brij Behari Tandon, Mr.Vinod Vaish and Mr. Kaushal Kumar Mathur, Directors of the Company resigned from the Board with effect from June 11, 2012, June 12, 2012, June 13, 2012 and June 26, 2012 respectively. The Board of Directors placed on record their appreciation for the valuable services and guidance provided by them during their tenure as Directors of the Company.

Brief resume/details of the Directors, who are to be appointed or re-appointed as mentioned herein above has been furnished alongwith the Notice of the ensuing Annual General Meeting. The Board recommends their appointment or re-appointment at the ensuing Annual General Meeting.

Directors'' Responsibility Statement

To the best of our knowledge and belief and according to the information and explanations obtained by us, your Directors make the following statement in terms of Section 217(2AA) of the Companies Act, 1956:

i. that in preparation of Annual Accounts for the financial year ended March 31, 2013, the applicable Accounting Standards have been followed;

ii. that appropriate accounting policies have been selected and applied consistently and judgments and estimates that are reasonable and prudent have been made so as to give a true and fair view of the state of affairs of the Company as at March 31, 2013 and of the profit of the Company for the financial year ended March 31, 2013;

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

iv. that the Annual Accounts for the year ended March 31, 2013 have been prepared on a going concern basis.

Management Discussion and Analysis Report

In terms of requirement of Clause 49 of the Listing Agreement with Stock Exchanges,''Management Discussion and Analysis Report''is annexed and forms part of this Annual Report.

Corporate Governance

Your Company is committed to benchmarking itself with global standards for providing good Corporate Governance. The endeavor of the Company is not only to comply with the regulatory requirements but also practice good Corporate Governance that lays strong emphasis on integrity, transparency and overall accountability.

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, a detailed report on Corporate Governance is annexed as a separate section and forms part of this Annual Report.

Auditors

The term of M/s DharamTaneja Associates, Chartered Accountants, New Delhi, as Statutory Auditors of the Company, expires at the conclusion of the forthcoming Annual General Meeting of the Company. M/s. DharamTaneja Associates have expressed their unwillingness for reappointment as Statutory Auditors. The Board hereby record appreciation for the services rendered by them during their tenure. The Board on the recommendation of the Audit Committee has considered the appointment of M/s O. P. Bagla & Co., Chartered Accountants, New Delhi as a Statutory Auditors at the ensuing Annual General Meeting. The Board recommends the appointment M/s O. P. Bagla & Co. Chartered Accountants, New Delhi who have given their consent and a certificate to the effect that their appointment, if made, will be within the limits specified under Section 224 (1B) of the Companies Act, 1956.

Auditors'' Report

The observations of Auditors in their Report, read with the relevant notes to the accounts are self explanatory and therefore do not require further explanation.

Cost Auditors

The Board has appointed M/s Chittora& Co., Cost Accountants, as Cost Auditor of the Company under Section 233B of the Companies Act, 1956 for the Financial Year 2013-14 for conducting the audit of the Cost Records of the Company.

Listing

The shares of the Company are presently listed on National Stock Exchange of India Limited ("NSE") and Bombay Stock Exchange Limited ("BSE").

Energy Conservation, Technology Absorption and Research & Development and Foreign Exchange Earnings and Outgo

Energy Conservation

The particulars in respect of Energy Conservation are not applicable to your Company in terms of Section 217(1) (e) read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988.

Technology Absorption and Research & Development

As required under Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, the particulars relating to Technology Absorption and Research and Development as per Form B are given in Annexure ''A'' annexed herewith, which forms a part of this Directors'' Report.

Foreign Exchange Earnings and Outgo

Rs. in lakhs

Particulars For the year ended

31-Mar-13 31-Mar-12

Foreign Exchange Earning

(a) Export 70.32 218.32

Foreign Exchange Outgo

(a) Payment to Collaborators 1,150.14 200.83

(b) Directors/ Employees Visit abroad 55.13 37.32

(c) Raw Materials & Consumable Stores 7,803.11 5,878.12

(d) Machinery, Dies and Moulds 1,555.57 1,318.16

(e) Dividend - 4.50

(f) Interest on ECB 1.53 7.86

Environment

The Company is not involved in any type of operations hazardous to environment and does not discharge any trade effluents (solid, liquid or gaseous) causing pollution. The Company adheres to the provisions of environmental laws.

Particulars of Employees

None of the employee of the Company is in receipt of the salary exceeding the limits of Rs. 60,00,000/- per annum or Rs. 5,00,000/- per month as specified by Section 217(2A) of the Companies Act, 1956 read with the Companies ( Particulars of Employees ) Rules, 1975 as amended by Companies ( Particulars of Employees ) Rules, 2011.

Acknowledgement

Your Directors wish to convey their appreciation to all the company''s employees for their enormous efforts as well as their collective contribution to the company''s performance.

Your Directors acknowledge with gratitude the co-operation and continuous support extended by the technical collaborators viz. Tokai Kogyo Co. Ltd., Japan, and Nissen Chemitec Corporation, Japan.

Your Directors also take this opportunity to convey their thanks to the shareholders, suppliers and all other business associates for the continuous support given by them to the Company and their confidence reposed in the management.

For and on behalf of the Board of Directors

Place : Noida

Date : July 6, 2013 Ajay Kumar Jain Abhishek Jain

Managing Director Whole Time Director


Mar 31, 2012

The Directors are pleased to present the Seventeenth Annual Report alongwith the Audited Accounts on the business and operations of the Company for the financial year ended March 31,2012.

FINANCIAL HIGHLIGHTS

The Company performance during the year is summarized below:

Rs. in Lakhs

PARTICULARS Yearended Yearended March 31,2012 March31,2011

REVENUE FROM OPERATIONS 18740.81 20704.87

EXPENSES 17262.93 16998.61

Profit/Loss before exceptional and extra-ordinary items and Tax 1477.88 3706.26

Exceptional items 66.91 0

Profit Before Tax 1544.79 3706.27

Less Tax expenses

(1) Current Tax 536.13 1149.67

(2) Deferred Tax (279.98) (160.07)

Profit Forthe Period 1288.64 2716.67

Add :Profitbroughtforward fromprevious year 7540.00 5749.64

Profits carried forward to the following year 8828.65 8466.31

DIVIDEND AND TRANSFERTO RESERVES

Keeping in view the aggressive growth strategy of the Company, the Board of Directors of your Company have decided to plough back the profits and thus not recommended any dividend for the financial year under review. During the said year, no amount has been transferred to General Reserve.

BUSINESS OPERATIONS

Your Company is engaged in the business of manufacturing automobile sealing systems & exterior products, profiles for white goods industry and mainline power distribution system. The product range includes weather strips, trim door opening, windshield molding, roof molding, quarter window seal, A-pillar garnish, B-pillar garnish, skirt air damper, body side molding etc. Additionally, the Company manufactures PVC based customized profiles for white goods and other industries and power distribution system for various uses.

Client list of the Company includes Maruti Suzuki India Limited, Honda SIEL Cars India Limited, General Motors India Limited, Toyota Kirloskar Motors India Limited, Nissan Motors India (P) Limited and Tata Motors Limited. Your Company has a technical collaboration with Tokai Kogyo Co. Ltd (TKCL), Japan and Nissen Chemitec Corporation, Japan to manufacture automobile products. In the white goods industry, your company manufacture and supply customized profiles to Godrej, Voltas, Videocon and Carrier Refrigerators.

Your Company has achieved Total Sales (net of excise) of Rs. 184.64 crores in the Financial Year ended 31st March, 2012 as against Rs.203.78 crores in the previous year. Profit after tax for 2011 -12 is Rs. 1288.64 lacs as compared to Rs. 2716.67 Lacs in 2010-11.

Highlights of performance are discussed in detail in the Management Discussion and Analysis Report attached to this Report.

MARKET SCENARIO

Passenger Car sales in the Indian market during 2011 -12 had their slowest growth in two years, of only 2.2 per cent. India's total car sales stood at 20,16,115 units in 2011-12 compared to 19,72,845 units in the previous fiscal year 2010-11. The car industry suffered due to high interest rates, inflation and rising fuel prices in the last fiscal, while strike at the Manesar plant of Maruti Suzuki India Ltd. (MSIL) also

droppedsupplies, thus, affecting overall sales.

The Strike at MSIL's Manesar plant resulted in Production loss of around 80,000 vehicals; followed by Honda plant shut down for almost 5 months due to Tsunami in Japan & Thai floods.

In spite of slowest growth in the past two years, India managed its position as the fifth largest car producing nation in the world.

The Indian Automotive Industry has to face many challenges so as to increase its Sales growth in double digits in the FY 2012-13. The Country has to maintain Stable Economic environment, bring down high Interest rates, Inflation, Rising Fuel prices, etc.

The Society of Indian Automobile Manufacturers (SIAM) projected passenger car sales growth at 10-12 per cent in 2012-13, on better macro economic prospects. The Industry is all set for the upcoming new models/ facelifts from the major Car makers like Maruti Suzuki, Honda, GMI, Renault Nissan, Mahindra & Mahindra, etc.

MATERIAL CHANGES

There is no material change affecting the affairs of the Company, which has happened between the date of the Balance Sheet and up to the date of this report.

FIXED DEPOSITS

During the year under review, your Company has not invited or accepted any Fixed Deposits from the Public pursuant to the provisions of Section 58Aof the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975.

AUDITORS

M/s. DharamTaneja Associates, Chartered Accountants, Statutory Auditors of the Company, will retire at the ensuing Annual General Meeting and are eligible for re-appointment. Your Directors have recommended the reappointment of M/s. DharamTaneja Associates, Chartered Accountants as Statutory Auditors of the Company.

The Audit Committee and your Board recommended their reappointment as Statutory Auditors of the Company.

AUDITORS' REPORT

There are no adverse remarks in the Auditors' Report which need to be discussed.

AUDIT COMMITTEE

During the Financial year under review the Audit Committee consists of six members namely Mr.Kaushal Kumar Mathur, Mr.Brij Behari Tandon, Mr. Ashok Agarwal, Mr. Surender Kumar Tuteja, Mr. S. C Jain and Mr. Ajay Kumar Jain out of which four are independent and two are executive directors. Mr. Kaushal Kumar Mathur is the Chairman of the Audit Committee.

Mr. Kaushal Kumar Mathur, Mr. Surendra Kumar Tuteja, Mr. Brij Bihari Tandon and Mr. Sharat Chand Jain were ceased to be member of Audit Committee w.e.f 26.06.12,11.06.12,12.06.12 and 3.09.2012 respectively.

The Audit Committee has been reconstituted with effect from 3rd September, 2012 with Mr. M.S. Kapur, Mr. Ajay Kumar Jain as members and Mr.Ashok Kumar Agarwal as Chairman of the Committee.

All members of the Audit Committee possess sufficient knowledge and experience in the field of Finance and Accounts.

DIRECTORS

Mr. Ashok Kumar Agarwal and Mr. Man Mohan Singh Kapur, Directors of the Company shall be retiring by rotation in accordance with the provisions of Section 255 and 256 of the Companies Act, 1956 read with Articles of Association of your Company, and being eligible, offer themselves for re-appointment as the Directors of the Company.

Mr. S.K. Tuteja, Independent Director, Mr. B.B.Tandon, Independent Director, Mr. Vinod Vaish, Independent Director and Mr. K.K Mathur, Independent Directorwere ceased to be directors on the Board ofthe Company w.e.f.11.06.12,12.06.12,13.06.12 & 26.06.12 respectively. The Board placed on record its apperception forthe valuable services rendered by them during theirtenure as director of the Company None ofthe Director of the Company is disqualified as per provision of Section 274(1) (g) ofthe Companies Act, 1956.

Brief resume of the Directors proposed to be re-appointed and other details as stipulated under Clause 49 of the Listing Agreement are

provided in the Notice for convening the Annual General Meeting.

DIRECTORS'RESPONSIBILITY STATEMENT

In Compliance of Section 217(2AA) of the Companies Act, 1956 as amended by the Companies Amendment Act, 2000, the Directors of your Company subject to notes appended to accounts and Auditors' Report confirm that:

(1) In preparation of Annual Accounts for the financial year ended 31st March, 2012, the applicable Accounting Standards read with the requirements set out under Schedule VI to the Companies Act, 1956, have been followed and there are no material departures from the same;

(2) Such accounting policies have been selected and applied consistently and made judgments and estimates made are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year 31 st March, 2012 and of the Profit of the Company for the said year;

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

(4) The Annual Accounts for the year ended 31st March, 2012 have been prepared on a Going Concern basis.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report, as required under the Listing Agreements with the Stock Exchanges, is attached to this Report.

CORPORATE GOVERNANCE

Precision Pipes And Profiles Company Limited has been proactive in following the principles and practices of good Corporate Governance. The Company to its best endeavor complies with all the aspects in letter and spirit of Corporate Governance Practices.

Pursuant to Clause 49 of the Listing Agreement of the Stock Exchanges, the report on Corporate Governance and Management Discussion

& Analysis Report have been included in this Annual Report as a separate section and forms part of the Directors Report along with the Auditors'Certificate.

INDUSTRIAL RELATIONS

The Company enjoyed cordial relations with the employees during the year under review and the management appreciates the employees of all cadres fortheirdedicated services to the Company.

LISTING OF THE COMPANY

The Equity Shares of the company are listed and are traded on the following stock Exchanges:-

National Stock Exchange of India Limited ("NSE")

Exchange Plaza, Bandra Kurla Complex,

Bandra (east), Mumbai- 400051.

Code: - 532934/PPAP

Bombay Stock Exchange Limited ("BSE")

PhirozeJeejeebhoy towers Dalai Street, Mumbai-400001 Code:-532934

Your Company is regular in paying Listing Fees. The Annual Listing Fee for the Year 2012-13 has been paid within the scheduled time to NSE and BSE.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND RESEARCH & DEVELOPMENT AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Energy Conservation: The particulars in respect of Energy Conservation are not applicable to your Company in terms of Section 217(1) (e)

read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988.

Technology Absorption and Research & Development

As required under Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, the particulars relating to Technology Absorption and Research and Development as per Form B are given in Annexure 'A' attached hereto, which forms a part of this Directors' Report.

FOREIGN EXCHANGE EARNINGS AND OUTGO

The details of Foreign Exchange Earnings and Foreign Exchange Outgo during the year are given below:

Particulars Current Year Previous Year 2011-12 2010-11 (Rs. in lacs) (Rs. in lacs)

Foreign Exchange Earning

(a) Export 218.32 565.75

Foreign Exchange Outgo

(a) Paymentto Collaborators 200.83 249.81

(b) Directors/Employees Visit abroad 37.32 32.71

(c) Raw Materials & Consumable Stores 5878.12 5440.91

(d) Machinery, Dies & Moulds 131180 16 409.61

(e) Dividend 4.5 1 1.25

0-(f) Interest on ECB 7.86 13.16 ENVIRONMENT

The Company is not involved in any type of operations hazardous to environment and does not discharge any trade effluents (solid, liquid or gaseous) causing pollution. The Company adheres to the provisions of the Environmental Laws.

PARTICULARS OF EMPLOYEES

None of the employee of the Company is in receipt of the salary exceeding the limits of Rs. 60,00,000/- per annum or Rs. 5,00,000/- per month as specified by Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended by Companies (Particulars of Employees) Rules, 2011.

ACKNOWLEDGEMENT

Your Directors take this opportunity to gratefully acknowledge the co- operation and assistance extended by the valued customers of the Company, M/s Tokai Kogyo Co. Ltd., Japan, and Nissen Chemitec Corporation, Japan our Technical Collaborators, Government of India and Company's Bankers for their continued support and guidance. The Director also wish to the place on record their sincere appreciation for the dedication and efforts shown by all the employees of the Company and are also thankful to all the investor of the company for their continued patronage and confidence in the Company.

On behalf of the Board of Directors PRECISION PIPES & PROFILES COMPANY LIMITED

Sharat ChandJain Ajay Kumar Jain

(Executive Vice Chairman) (Managing Director)

Place: New Delhi

Dated: 3rd September2012


Mar 31, 2011

Dear Shareholders,

The directors are pleased to present the Sixteenth Annual Report along with the Audited Accounts on the business and operations of the Company for the financial year ended 31st March 2011.

Our Financial Highlights:-

The Company's performance during the year is summarized below:-

Rs. In Lakhs

PARTICULARS Year ended Year ended

March 31, 2011 March 31, 2010

Total Income 20760.54 17184.60

Profit before Depreciation, Interest and Taxation (PBDIT) 5422.26 3948.44

Less: Depreciation 1601.29 1417.41

Less: Interest 113.03 369.99

Profit Before Tax 3707.94 2161.04

Less: Income Tax Paid & Provisions Made 991.27 802.63

Profit after Tax 2716.67 1358.41

Add : Profit brought forward from previous year 5749.65 5031.00

Profit available for appropriation 8466.32 6389.41

Less: - Transfer to General Reserve 271.67 150.00

- Dividend 560.00 420.00

Dividend Tax 94.65 69.76

Profits carried forward to the following year 7540.00 5749.65

Dividend

During the year 2010-11, the board of directors declared an interim dividend of Rs. 2/- equity share amounting to Rs.280 lacs on 12th February, 2011 the same has already been paid. In addition, now your Board of Directors recommended a final dividend of Rs. 2/- equity share amounting to Rs. 280 lacs subject to the approval of shareholders at the ensuing Annual General Meeting. The Dividend will be paid in compliance with applicable provisions of the Companies Act, 1956 and Regulations made there under.

Transfer to Reserves

Your Company has transferred a sum Rs. 271.67 Lakhs to the General Reserve being 10% of the current year's profit in compliance with Companies (Transfer of Profits to Reserves) Rules, 1975.

Business Operations:-

Your Company is engaged in the business of manufacturing automobile sealing systems & exterior products, profiles for white goods industry and mainline power distribution system. The product range includes weather strips, trim door opening, windshield molding, roof molding, quarter window seal, A-pillar garnish, B-pillar garnish, skirt air damper, body side molding etc. Additionally the Company manufactures PVC based customized profiles for white goods and other industries and power distribution system for various uses.

Client list of the Company includes Maruti Suzuki India Limited, Honda SIEL Cars India Limited, General Motors India Limited, Toyota Kirloskar Motors India Limited, Nissan Motors India (P) Limited and Tata Motors Limited. Your Company has a technical collaboration with Tokai Kogyo Co. Ltd (TKCL), Japan and Nissen Chemitec Corporation, Japan to manufacture automobile products. In the white goods industry, your company manufacture and supply customized profiles to Godrej, Voltas, Videocon and Carrier Refrigerators.

Your Company has achieved Total Sales (net of excise) of Rs. 201.89 Crores in the Financial Year ended 31st March, 2011 as against Rs.170.48 Crores in the previous year. For the fiscal 2010- 2011 our EBIDTA has increased to Rs. 5422.26 Lacs from Rs.3948.44 Lacs in fiscal 2009.10. Profit after tax for 2010-11 is Rs. 2716.67 lacs as compared to Rs. 1358.41 Lacs in 2009-10.

Highlights of performance are discussed in detail in the Management Discussion and Analysis Report attached to this Report.

Market Scenario

The year 2011 was unique for the Indian auto industry. The production data of the Indian Automobile Industry for April-March 2011 recorded a growth of 27.45 percent over same period last year.

The Indian automobile industry may not be able to maintain the growth rates registered in the last two years. The high base effect of 2010, the firming up of interest rates and crude oil price change may affect the growth rates in future. The Tsunami, earthquake, disasters in Japan has affected the production of many automotive companies as they were unable to get parts from the suppliers affected by the catastrophe.

The challenges, the automobile industry in the Indian market will face are stable economic environment, healthy IIP growth, favorable liquidity and availability of finance. Other things that would affect the Indian automobile industry include road network development activities, strong growth in construction activities and the expected healthy performance of the industrial sector.

The competition in all car segments would be severe with the launch of new models by many Automobile manufacturers like Toyota, Honda, Maruti Suzuki, General Motors, VW, BMW etc.

The commodity prices are rising which will be putting the pressure on margins of the Automobile manufacturers leading to severe pressure on margins of the Auto component industry.

Material Changes

There is no other material change affecting the affairs of the Company, which has happened between the date of the Balance Sheet and up to the date of this report.

Fixed Deposits

The Company has not invited or accepted any Fixed Deposits from Public in terms of provision of Section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975.

Auditors

M/s. Dharam Taneja Associates, Chartered Accountants, Statutory Auditors of the Company, will retire at the ensuing Annual General Meeting and are eligible for re-appointment. Your Directors have recommended the reappointment of M/s. Dharam Taneja Associates, Chartered Accountants as Statutory Auditors of the Company.

The Audit Committee and your Board recommend their reappointment as Statutory Auditors of the Company.

Auditors' Report

There are no adverse remarks in the Auditors' Report which need to be discussed.

Audit Committee

The Audit Committee consists of six members namely Mr. Kaushal Kumar Mathur, Mr. Brij Behari Tandon, Mr. Ashok Agarwal, Mr. Surender Kumar Tuteja, Mr. S. C Jain and Mr. Ajay Kumar Jain out of which four are independent and two are executive directors. Mr. Kaushal Kumar Mathur is the Chairman of Audit Committee. All members of the Audit Committee possess sufficient knowledge and experience in the field of Finance and Accounts.

Directors

Mr. Devendra Chandra Jain, Mr. B.B. Tondon, and Mr. Anuj Jain , Directors of the Company shall be retiring by rotation in accordance with the provisions of Section 255 and 256 of the Companies Act, 1956 read with Articles of Association of your Company, and being eligible, offer themselves for re-appointment as the Directors of the Company.

Brief resume of the Directors proposed to be re-appointed and other details as stipulated under Clause 49 of the Listing Agreement are provided in the Notice for convening the Annual General Meeting.

Directors' Responsibility Statement

In Compliance of Section 217(2AA) of the Companies Act, 1956 as amended by the Companies Amendment Act, 2000, the Directors of your Company subject to notes appended to accounts and auditors' report confirm that:

(1) In preparation of Annual Accounts for the financial year ended 31st March, 2011, the applicable Accounting Standards read with requirements set out under Schedule VI to the Companies Act, 1956, have been followed and there are no material departures from the same;

(2) Such accounting policies have been selected and applied consistently and made such judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year 31st March, 2011 and of the Profit of the Company for the said year;

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

(4) The Annual Accounts of the Company for the year ended 31st March, 2011 have been prepared on a 'going concern' basis.

Management Discussion and Analysis Report

Management Discussion and Analysis Report, as required under the Listing Agreements with the Stock Exchanges, is attached to this Report.

Corporate Governance

Precision Pipes And Profiles Company Limited has been proactive in following the principles and practices of Good Corporate Governance. The Company to its best endeavor complies with all the aspects in letter and spirit of Corporate Governance Practices.

Pursuant to Clause 49 of the Listing Agreement of the Stock Exchanges, the report on Corporate Governance and Management Discussion & Analysis Report have been included in this Annual Report as a separate section and forms part of the Directors Report along with the Auditors' Certificate.

Industrial Relation

The Company enjoyed cordial relations with the employees during the year under review and the management appreciates the employees of all cadres for their dedicated services to the Company.

Listing of the Company

The Equity Shares of Precision Pipes and Profiles Company Limited are listed and are traded on the following stock Exchanges:-

National Stock Exchange of India Limited ("NSE")

Exchange Plaza, Bandra Kurla Complex,

Bandra (east), Mumbai- 400051.

Code: - 532934/PPAP

Bombay Stock Exchange Limited ("BSE")

Phiroze Jeejeebhoy towers

Dalal Street, Mumbai-400001

Code: - 532934

Your Company is regular in paying Listing Fees. The Annual Listing Fee for the Year 20011-12 has been paid within the scheduled time to NSE and BSE.

Energy Conservation, Technology Absorption And Research & Development And Foreign Exchange Earnings And Outgo

Energy Conservation

The particulars in respect of Energy Conservation are not applicable to your Company in terms of Section 217(1) (e) read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988.

Technology Absorption and Research & Development

As required under Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, the particulars relating to Technology Absorption and Research and Development as per Form B are given in Annexure 'A attached hereto, which forms a part of this Directors' Report.

Foreign Exchange Earnings and Outgo

The details of Foreign Exchange Earnings and Foreign Exchange Outgo during the year are given below:

Particulars Current Year Previous Year

2010-11 2009-10

(Rs. in lacs) (Rs. in lacs)

Foreign Exchange Earning

(a) Export 565.74 180.28

Foreign Exchange Outgo

(a) Payment to Collaborators 249.81 55.15

(b) Directors/ Employees Visit abroad 32.71 15.71

(c) Raw Materials & Consumable Stores 5440.91 4104.67

(d) Machinery, Dies & Moulds 409.61 643.84

(e) Dividend 11.25 4.50

(f) Interest on ECB 13.16 21.95

Environment

The Company is not involved in any type of operations hazardous to environment and does not discharge any trade effluents (solid, liquid or gaseous) causing pollution. The Company adheres to the provisions of environmental laws. Our Unit I is ISO 9001 and 14001 certified from B.S.I Management System, London and all other units are QS ISO 14001 certificate holders from TUV Management Service GmbH, TS 16949 Certificate holders from AIB - Vinocotte, Belgium & OHSAS 18001 from TUV Management Services GmbH. Our operations do not generate effluents.

Particulars of Employees

None of the employee of the Company is in receipt of the salary exceeding the limits of Rs. 60,00,000/- per annum or Rs. 5,00,000/- per month as specified by Section 217(2A) of the Companies Act, 1956 read with the Companies ( Particulars of Employees ) Rules, 1975 as amended by Companies ( Particulars of Employees ) Rules, 2011.

Acknowledgement

Your Directors take this opportunity to gratefully acknowledge the co- operation and assistance extended by the valued customers of the Company, M/s Tokai Kogyo Co. Ltd., Japan, and Nissen Chemitec Corporation Japan our Technical Collaborators, Government of India and Company's Bankers for their continued support and guidance. The Directors commend the continued commitment and dedication of employees at all levels. The Directors also wish to acknowledge with thanks all other stakeholders for their valuable sustained support and encouragement. It is this unity of purpose that breeds success and your Directors look forward to receiving similar support and encouragement in the years ahead.

On behalf of the Board of Directors

For PRECISION PIPES & PROFILES COMPANY LIMITED

Sharat Chand Jain Ajay Kumar Jain

(Executive Vice Chairman) (Managing Director)

Dated: 5th August 2011

Place: New Delhi


Mar 31, 2010

The directors are pleased to present fifteenth Annual Report along with the Audited Accounts on the business and operations of the company for the financial year ended 31st March 2010.

Our Financial Highlights:-

The Companys performance during the year is summarized below:- Rs. In Lakhs

PARTICULARS Year ended Year ended March 31, 2010 March 31, 2009

Total Income 17184.60 12925.59

Profit before Depreciation, Interest and Taxation (PBDIT) 3948.44 2939.48

Less: Depreciation 1417.41 953.31

Less: Interest 369.99 132.49

Profit Before Tax 2161.04 1853.68

Less: Income Tax Paid & Provisions Made 802.63 699.93

Profit after Tax 1358.41 1153.75

Add: Profit brought forward from previous year 5031.00 4304.84

Profit available for appropriation 6389.41 5458.58

Less: - Transfer to Generaf Reserve 150.00 100.00

- Dividend 420.00 280.00

- Dividend Tax 69.76 47.58

Profits carried forward to the following year 5749.65 5031.00

DIVIDEND

Your Directors recommend a Dividend of Rs. 3.00Aper Equity Share (30 per cent) for the financial year 2009-10. If the dividend, as recommended by the Board of Directors, is approved at this AGM, payment of such dividend will be made on or after 25th September, 2010.

TRANSFER TO RESERVES

Your Company proposes to transfer a sum Rs. 150.00 Lakhs to the general reserve being 11.04% of the current years profit. An amount of Rs. 5749.65 Lakhs is proposed to be retained in the profit and loss account.

BUSINESS OPERATIONS:-

Your Company is engaged in the business of manufacturing automobile sealing systems and exterior products. The product range includes weather strips, trim door opening, windshield molding, roof molding, quarter window seal, A-pillar garnish, B-pillar garnish, skirt air damper, body side molding etc. Additionally, the company manufactures PVC based customized profiles for white goods and other industries. Client list of the Company include Maruti Suzuki India Limited, Honda SIEL Cars India Limited, General Motors India Limited, Toyota Kirloskar Motors India Limited, Nissan Motors India (P) Limited and Tata Motors Limited. Your Company has a technical collaboration with Tokai Kogyo Co. Ltd (TKCL), Japan and Nissen Chemitec Corporation, Japan to manufacture automobile products. In the white goods industry, your company supply customized profiles to Godrej, Voltas, Videocon and Carrier Refrigerators.

Your Company has achieved Total Sales of Rs.171.84 Crores in the financial year ended 31st March, 2010 as against Rs.129.26 Crores in the previous year. For the fiscal 2009 and 2010 our EBIDTA has been Rs. 2939.48 Lacs and Rs.3948.44 Lacs respectively. Profit after tax for 2009-10 is Rs. 1358.41 lacs compared to Rs. 1153.73 Lacs for 2008-09.

Highlights of performance are discussed in detail in the Management Discussion and Analysis Report attached to this Report.

MARKET SCENARIO

A variety of factors, including stimulus package of the government, lower interest rates, implementation of the Sixth Pay Commission and launch of new models helped Automobile industry in India register a 26.41% growth in sales in 2009- 10 making it the second fastest growing market in the world after China. According to the figures released by SIAM (Society of Indian Automobile Manufacturers), total passenger cars sold in India in the year 2009-10 were at 19.49 Lakh units compared to 15.52 lakh units in 2008-09, thereby registering a growth of 25.57%. Market leader in passenger cars Maruti Suzuki India Limited sold more than a Million vehicles in the year 2009-10 for the first time in its history.

SIAM has forecast 10-14% growth for the industry for 2010-11.

MATERIAL CHANGES

There is no other material change affecting the affairs of the Company, which has happened between the date of the Balance Sheet and up to the date of this report.

FIXED DEPOSITS

The Company has not invited or accepted any Fixed Deposits from Public in terms of provision of Section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975. Further no amount of Principal or Interest on deposits was outstanding as on the Balance Sheet date.

AUDITORS AND AUDITORS REPORT

AUDTTORS

M/s. Dharam Taneja Associates, Chartered Accountants, Statutory Audjlprs of the Company, retire at the ensuing Annual General Meeting and are eligible for Re - appointment. Your Directow have recommended the reappointment of M/s. Dharam Taneja Associates, Chartered Accountants as Statutory Auditors of the Company. The Company has received letter from them to the effect that their appointment, if made, would be within the limits prescribed u/s 224(1 B) of the Companies Act, 1956 and they are not disqualified for such appointment, within the meaning of Sub- section (3) and (4) of Section 226 of the Companies Act, 1956. Accordingly, M/s. Dharam Taneja Associates, Chartered Accountants are required to be reappointed as Statutory Auditors of the Company at the ensuing Annual General Meeting.

The Audit Committee and your Board recommends their reappointment as Statutory Auditors of the Company.

AUDTTORSREPORT

There are no adverse remarks in the Auditor Reports which need to be discussed.

AUDIT COMMITTEE

The Audit Committee consists of three members namely Mr. kaushal Kumar Mathur, Mr. Brij Behari Tandon and Mr. S. C Jain out of which two are independent. Mr. Kaushal Kumar Mathur is the Chairman of Audit Committee. All members of the Audit Committee possess sufficient knowledge and experience in the field of Finance and Accounts.

DIRECTORS

Mr. S.K Tuteja and Mr. Vinod Vaish, Directors of the Company shall be retiring by rotation in accordance with the provisions of Section 255 and 256 of the Companies Act, 1956, and being eligible, offer themselves for re-appointment as Directors of the Company.

Mr. Ashok Agarwal and Mr. M.S. Kapur were appointed as Additional Directors of the company are proposed to be appointed as regular directors pursuant to section-257 of the companies Act, 1956. Your Board recommended their appointment.

Sh. S.C. Jain was appointed as an Executive Vice Chairman of the company in the meeting of Board of Directors held on 6th August, 2010.

DIRECTORS RESPONSIBILITY STATEMENT

In Compliance of Section 217(2AA) of the Companies Act, 1956 as amended by the Companies Amendment Act, 2000, the Directors of your Company subject to notes appended to accounts and auditors report confirm that:

(1) In preparation of Annual Accounts for the financial year ended 31st March, 2010, the applicable Accounting Standards read with the requirements set out under Schedule VI to the Companies Act, 1956, have been followed and there are no material departures from the same;

(2) Such accounting policies have been selected and applied consistently and made judgments and estimates made are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year 31st March, 2010 and of the Profit of the Company for the said year;

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

(4) The Annual Accounts for the year ended 31st March, 2010 have been prepared on a going concern basis.

CORPORATE GOVERNANCE

Precision Pipes And Profiles Company Limited has been proactive in following the principles and practices of Good / Corporate Governance. The Company to its best endeavor complies with all the aspects in letter and spirit of Corporate [ Governance Practices.

Pursuant to Clause 49 of the Listing Agreement of the Stock exchanges, the Report on Corporate Governance and Management analysis & Discussion Report have been included in this annual report as a separate section and forms part of the Directors Report along with the Auditors Certificate.

INDUSTRIAL RELATIONS

The Company enjoyed cordial relations with the employees during the year under review and the management appreciates the employees of all cadres for their dedicated services to the Company.

Listing of the Company

The Equity Shares of Precision Pipes and Profiles Company ljm\e$0e Hsted ar>d are traded on the following stock Exchanges:-

National Stock Exchange of India Limited ("NSE")

Exchange Plaza, Bandra Kurla Complex,

Bandra (east), Mumbai- 400051.

Code:-PPAP

Bombay Stock Exchange Limited ("BSE")

Phiroze Jeejeebhoy towers

Dalai Street, Mumbai-400001

Code: - 532934

Your Company is regular in paying Listing Fees. The Annual Listing Fee for the Year 2010-11 has been paid within the scheduled time to NSE and BSE.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND RESEARCH & DEVELOPMENT AND FOREIGN EXCHANGE I EARNINGS AND OUTGO ENERGY CONSERVATION

The particulars in respect of Energy Conservation are not applicable to your Company in terms of Section 217(1) (e) read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988.

TECHNOLOGY ABSORPTION AND RESEARCH & DEVELOPMENT

As required under Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, the particulars relating to Technology Absorption and Research and Development as per Form B are given in Annexure-A attached hereto, which forms a part of this Directors Report.



FOREIGN EXCHANGE EARNINGS AND OUTGO

The details of Foreign Exchange Earnings and Foreign Exchange Outgo during the year are given below:

Particulars Current Year Previous Year 2009-10 2008-09 (Rs. in lacs) (Rs. in lacs)

Foreign Exchange Earning

(a) Export 180.28 194.04

Foreign Exchange Outgo

(a) Payment to Collaborators 55.15 120.43

(b) Directors/ Employees Visit abroad 15.71 36.06

(c) Raw Materials & Consumable Stores 4104.67 3179.01

(d) Machinery, Dies & Moulds 643.84 5068.20

(e) Dividend 4.50 6.75

(f) Interest on ECB 21.95 34.05

ENVIRONMENT

The Company is not involved in any type of operations hazardous to environment and does not discharge any trade effluents (solid, liquid or gaseous) causing pollution. The Company adheres to the provisions of environmental laws. Our Unit I is ISO 9001 and 14001 certified from B.S.I Management System, London and all other units are QS ISO 14001 certificate holders from TUV Management Service GmbH, TS 16949 Certificate holders from AIB - Vinocotte, Belgium & OHSAS 18001 from TUV Management Services GmbH. Our operations do not generate effluents. The Proposed units also would not generate any effluents. Appropriate equipments would be installed for the plant as per the requirements of the Pollution Control Board to check pollution.

PARTICULARS OF EMPLOYEES

The details of employees of the Company who are in receipt of the salary exceeding the limits of Rs.24,00,000/- per annum or Rs. 2,00,000/- per month as specified by Section 217(2A) of the Companies Act, 1956 read with the Companies ( Particulars of Employees ) Rules, 1975 as amended by Companies ( Particulars of Employees ) Rules, 2002 are given in Annexure -B attached to this report.

ACKNOWLEDGEMENTS

Your Directors take this opportunity to gratefully acknowledge the co- operation and assistance extended by the valued customers of the Company, M/s Tokai Kogyo Co. Ltd., Japan, and Nissen Chemitec Corporation Japan our Technical Collaborators, Government of India and Companys Bankers for their continued support and guidance. The Directors commend the continued commitment and dedication of employees at all levels. The Directors also wish to acknowledge with thanks all other stakeholders for their valuable sustained support and encouragement. It is this unity of purpose that breeds success and your Directors look forward to receiving similar support and encouragement in the years ahead.



S. C. Jain Ajay Kumar Jain (Executive Vice Chairman) (Managing Director)

Place: Delhi

Dated: 6th August, 2010



 
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