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Directors Report of Rapicut Carbides Ltd.

Mar 31, 2015

To,

The Members

The Directors have pleasure in presenting their 38th Annual Report on the business and operations of the Company and the accounts for the financial year ended 31st March, 2015.

1. FINANCIAL HIGHLIGHTS

(Rs. in Lacs)

Year ended Year ended 31-03-2015 31-03-2014

Sales and other income 4355.46 4317.76

Less : Excise Duty 485.83 467.09

Sales and Other Income (Net) 3869.63 3850.67

Profit before depreciation and tax (including deferred tax) 399.63 410.64

Profit after depreciation and tax 225.33 239.39

Add: Profit brought forward from previous year 670.15 549.63

Less : (i) Prior period adjustment 0.26 2.49

(ii) Extraordinary Item 3.45 1.46

Profit available for appropriation 891.78 785.07

Appropriations :

Proposed Dividend 64.45 64.45

Tax on Proposed Dividend 13.12 10.45

Transfer to General Reserve 40.00 40.00

Profit carried to Balance Sheet 774.20 670.15

2. TRANSFER TO RESERVES

Your Directors propose to transfer Rs. 40.00 Lacs to the General Reserve out of the current year's profit and the Balance aggregating to Rs. 774.20 Lacs is proposed to be retained in the Profit & Loss Account.

3. DIVIDEND

After considering earnings, requirement for funds and with the objective of rewarding the shareholders, your Directors recommend a dividend of Rs.1.20 (12%) per equity share for the year 2014-15 (Previous year Rs.1.20 per equity share i.e.12%), subject to the approval of shareholders. If approved, the dividend will absorb Rs.77.58 Lacs, including Corporate Dividend Tax, Surcharge and Education Cess.

4. REVIEW OF BUSINESS OPERATIONS AND PROSPECTS

BUSINESS OPERATIONS

Overall market conditions directly impacting the product groups manufactured by Your Company in 2014-15 remained significantly the same ie., weak as in the previous year.

In the result both, sales turnover and margins were constantly under pressure owing to heightened competition.

In this background Your Company could manage to close the year 2014-15 at nearly the same profitability level as in the previous year.

PROSPECTS :

The First Quarter of the current year 2015–16, has not shown any improvement in demand and price realization scenario.

However, a noteworthy positive factor recently has been the significant softening of principal raw material prices.

Your Company has drawn investment plans to enter into value added products like Indexable Inserts / Cutting Tools and thereby insulate itself against volatile raw material price movements by significant reduction in the percentage of raw material content in the final product.

5. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY.

The Company has an extensive system of internal controls to ensure optimal utilisation of resources and accurate reporting of financial transactions and strict compliance with applicable laws and regulations. The Company has put in place sufficient system to ensure that assets are safe guarded against loss from unauthorised used or disposition, and that transactions are authorised, recorded and reported correctly.

6. SAFETY AND HEALTH

The health and safety of the employees across its operations remains the highest priority for the Company. All endeavours are being taken to enhance safety standards and processes towards minimising safety risks in all operations in the Company.

7. GREEN INITIATIVES

The Company has started transmitting Annual Report through electronic mode-email to the shareholders who preferred to receive Annual Report through electronic mode and initiated steps to reduce consumption of paper.

8. HUMAN RESOURCES

Humans are considered as one of the most critical resources in the business which can be continuously smoothened to maximize the effectiveness of the Organization. Human resources build the Enterprise and the sense of belonging would inculcate the spirit of dedication and loyalty amongst them towards strengthening the Company's Polices and Systems. All personnel continue to have healthy, cordial and harmonious approach thereby enhancing the contributory value of the Company.

9. LISTING

The Equity Shares of the Company are listed at BSE Limited (BSE).

The Company has made all the compliances of Listing Agreement including payment of Annual Listing Fees upto 31st March, 2016 to BSE Limited.

10. CORPORATE GOVERNANCE & REPORT THEREON

The Company has complied with the various requirements under the Corporate Governance reporting system. A detailed Compliance Report on Corporate Governance is annexed to this report. The certificate on compliance with the conditions of Corporate Governance under clause 49 of the Listing Agreement is also annexed to this report.

Provisions of Clause 49 of the Listing Agreement were applicable to the Company only up to 30th September, 2014 and it became non applicable with effect from 01st October, 2014 as the Company's paid up share capital is less than Rs. 10 crores and net worth less than Rs. 25 crores.

11. SPECIAL BUSINESS

As regards the items of the Notice of the AGM relating to Special Business, the resolutions incorporated in the Notice and the Explanatory Statement relating thereto, fully indicate the reasons for seeking the approvals of members to those proposals. Your attention is drawn to these items and Explanatory Statement annexed to the Notice.

12. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT.

Except as disclosed elsewhere in this report, no material changes and commitments which could affect the Company's financial position have occurred between the end of the financial year of the Company.

13. PARTICULARS IN RESPECT OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO, AS REQUIRED TO BE DISCLOSED BY THE COMPANIES (ACCOUNTS) RULES, 2014 AND FORMING A PART OF THE DIRECTORS' REPORT ARE AS UNDER: -

(A) Conservation of energy

The Company accords great importance to conservation of energy. The main focus of the Company during the year was:

(i) Energy Conservation measures taken:-

1. Close monitoring of consumption of electricity, LPG, Diesel and water.

2. Optimum use of Energy by Switching off Machines, Lights, Fans, Air Conditioners and Exhaust Systems whenever not required.

3. Creating awareness among Workmen to conserve energy.

(ii) Impact of measures of (a) above for reduction of energy consumption and consequent impact on the cost of production of goods:

1. Due to measures taken as described above, the overall power and fuel oil consumption at plants and office has reduced. However the cost of production on account of power has increased due to increase in cost per unit.

(iii) Total energy consumption and energy consumption per unit of production.

Form for disclosure of particulars with respect to Technology Absorption, Research and Development FOCUS ON RESEARCH AND DEVELOPMENT:

- Improvement in productivity/quality and reduction in cost of production of Company's Plants and at Customer's end.

- Cost reduction, import substitution, safer environment and strategic resource management.

- Meeting the statutory requirements.

(B) Technology Absorption, Adaptation and Innovation

The Management has focused on productivity and Total Quality Management [TQM] in order to optimize manufacturing costs.

(C) Benefits

This has helped in achieving optimum manufacturing costs, improved quality of products and consequently, enhanced customer satisfaction. The Company uses indigenous technology.

(D) The Company has not imported any technology during the year under review.

14. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY.

The Company has the risk assessment and mitigation procedure in place and the Board has been kept informed of such assessment.

15. CORPORATE SOCIAL RESPONSIBILITY

The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in Annexure-A of this Report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. The Policy is available on the Web-Site of the Company.

16. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013.

There was no loans, guarantees or investments made by the Company under Section 186 of the Companies Act, 2013 during the year under review and hence the said provision is not applicable.

17. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES.

The particulars of Contracts or Arrangements made with related parties made pursuant to Section 188 is furnished in Annexure B and is attached to this report.

18. COMPANY'S POLICY RELATING TO APPOINTMENT OF DIRECTORS AND KEY MANAGERIAL PERSONNEL, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES.

The Company's Policy relating to appointment of Directors and Key Managerial Personnel, payment of Managerial remuneration, Directors' qualifications, positive attributes, and other related matters as provided under Section 178(3) of the Companies Act, 2013 is furnished in Annexure C and is attached to this report.

19. ANNUAL RETURN

The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and administration) Rules, 2014 is furnished in Annexure D and is attached to this Report.

20. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW

The Company had five (5) Board meetings during the financial year under review and all the meetings were held physically.

Board Meetings I II III IV V

Dates 29/05/14 09/08/14 20/09/14 13/11/14 07/02/15

21. DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submit its responsibility Statement:- a) in the preparation of the annual accounts, 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 that period;

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

(d) the directors had prepared the annual accounts on a going concern basis; and

(e) the directors, in the case of a listed company, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(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.

22. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary, Joint venture or Associate Company.

23. DEPOSITS

As per Section 74 of the Companies Act, 2013 all the fixed deposits which were due for repayment on or after 31st March, 2015 have been repaid on 31st March, 2015. The Company has neither accepted nor renewed any deposits during the year under review.

24. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Directors

In accordance with the provisions of the Companies Act 2013, Shri.C.J.Bhatia is due to retire at the conclusion of the forthcoming Annual General Meeting and being eligible, offers himself for re-appointment.

Smt. Gayatri Parikh who was appointed as Additional Director-Independent on 7th February, 2015 and holds the said office till the date of the Annual General Meeting. A notice has been received from a member proposing her candidature for her re-appointment.

Key Managerial Personnel

Shri. Kamlesh Shinde, Company Secretary of the Company was appointed as Key Managerial Personnel at the Board Meeting held on 29th May, 2014.

Shri. A R Master, Assistant Vice President- Finance of the Company was designated as Key Managerial Personnel at the Board Meeting held on 29th May, 2014.

25. DECLARATION OF INDEPENDENT DIRECTORS

The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.

BOARD EVALUATION

The Board of Directors have carried out an Annual Evaluation of its own performance and individual Directors pursuant to provisions of the Act and Corporate Governance requirements as prescribed by clause 49 of the Listing Agreement.

The performance of the Board was evaluated by the Board after seeking inputs from all the Directors on basis of the criteria such as the Board Composition and Structure, Effectiveness of Board Process, Information and Functioning etc.

In a separate Meeting of the 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.

26. AUDITORS & AUDITORS REPORTS

Statutory Auditors

M/s D N Shukla & Co., Chartered Accountants, Mumbai were appointed as Statutory Auditors for a period of three (3) years in the Annual General Meeting held on 20th September, 2014.

As per the provision of Section 139(1) of the Act, their appointment for the above tenure is subject to ratification by Members at every AGM. Accordingly, ratification of the Members is being sought for proposal contained in the Resolution set out at item No. 4 of the Notice.

The Statutory Auditors Report does not contain any qualification, reservation or adverse remark.

Cost Auditors

The provisions of the Cost Audit are not applicable to the Company and hence the Company is not required to appoint Cost Auditor.

Secretarial Auditors

M/s Samdani Shah & Associates, Practicing Company Secretaries, Vadodara carried out Secretarial Audit for the year under review. There was no qualifications, reservations or adverse remarks made by the Secretarial Auditors in their report. Secretarial Audit Report is furnished and attached to this report.

27. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM.

The Audit Committee consists of the following members

a. Shri. Bhumitra V Dholakia- Chairman.

b. Shri. Dhananjay D Kanitkar- Member.

c. Shri. Jagdish C Bhatia- Member.

The above composition of the Audit Committee consists of Independent Directors viz., Mr Bhumitra V Dholakia and Mr Dhananjay D Kanitkar who form the majority.

The Company has established a vigil mechanism. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns. The Company has also provided direct access to the chairman of the Audit Committee on reporting issues concerning the interests of co-employees and the Company.

28. RATIO OF MANAGERIAL REMUNERATION

As per the provisions of Section 197 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, every listed company are required to disclose following information in the Board's Report :-

Variations in the market capitalization Rs.14.45 crores

Price Earnings Ratio as at the closing date of current financial year 13.36

Price Earnings Ratio as at the closing date of previous financial year 6.14

% Increase / Decrease from last Public Offer

IPO price per Share (Year - 1977) 10

Market Price as at 31st March , 2015 55.05

% Increase from last Public Offer 450.50*

* Note : Bonus Issue and Rights issue is not adjusted in the calculation.

Ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year.

Name Ratio to Employees

J C Bhatia – Managing Director 1 : 0.0987

C J Bhatia – Executive Director 1 : 0.1127

Percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year :-

Name % increase

J C Bhatia – Managing Director 0.46

C J Bhatia – Executive Director 13.63

A R Master - CFO 09.07

Kamlesh Shinde – Company Secretary (Appointed w.e.f. 12th May, 2014) N.A

Percentage increase in the median remuneration of employees in the financial year. 7.36

Number of permanent employees on the rolls of company. 91

Explanation on the relationship between average increase in remuneration and company performance.

Decrease in Profit before Tax- 5.48%

Increase in overall remuneration- 6.08%

Comparison of the remuneration of the Key Managerial Personnel against the performance of the Company.

increase in remuneration of KMP- 6.79%

Decrease in Profit

Before Tax- 5.48%

Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration

6.79 % increase in managerial remuneration and 8.74% increase in non-managerial remuneration.

Comparison of the each remuneration of the Key Managerial Personnel against the performance of the Company.

Same as above

Key parameters for any variable component of remuneration availed by the directors.

Company Performance Periodical Reviews, Skills and Competence

Ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remun-eration in excess of the highest paid director during the year.

NA

*Explanation: The Percentage increase in the Median remuneration of employees are more on account of no replacement during the year.

Name of the Employee who was employed throughout the financial year, was in receipt of remuneration for the financial year 2014-15 was not less than sixty lakhs rupees.

Not Applicable

Name of the Employee if employed for part of the financial year 2014-15, was in receipt, was in receipt of remuneration for any part of the year in aggregate was note let than five lakhs rupees per month.

Not Applicable

Name of the Employee who was employed throughout the financial year or part thereof and who has drawn remuneration in excess of that drawn by the Managing Director or Whole time Director or Manager and holds himself or alongwith his spouse and dependent children not less than 2% of the equity shares of the Company

Not Applicable

We affirm that the remuneration paid to the Managerial and Non-Managerial Personnel is as per the remuneration policy of the Company.

29. GENERAL DISCLOSURES

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

1. Details relating to deposits covered under Chapter V of the Act.

2. Issue of Equity Shares with differential rights as to dividend, voting or otherwise.

3. Issue of Shares (including Sweat Equity Shares) to employees of the Company under any scheme.

4. The Company has not resorted to any Buy Back of its shares during the year under review.

5. Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries.

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

7. The Company is not required to submit Business Responsibility Report in pursuance of clause 55 of the Listing Agreement.

30. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013.

The Company has set up an Internal Complaints Committee (ICC) for providing a Redressal Mechanism pertaining to Sexual Harassment of Women employees at workplace. There was no complaint received during the year under review.

31. NOMINATION AND REMUNERATION COMMITTEE AND STAKE HOLDERS RELATIONSHIP COMMITTEE

The Company have duly constituted Nomination and Remuneration Committee and Stake Holders Relationship Committee.

The details of Nomination and Remuneration Committee meeting held during the year 2014-15.

Sr. Name of Director(s) Acting in the Dates of Nomination and Remuneration Committee No. Committee Meetings during 2014-15 as 29/05/2014 20/09/2014 07/02/2015

1 Shri. B V Dholakia Chairman Attended Attended Attended

2 Shri. D D Kanitkar Member Attended Attended Attended

3 Shri. C G Cholera Member Attended Attended Attended

32. ACKNOWLEDGEMENT

Your Directors place on record their sincere thanks to bankers, business associates, consultants, and various Government Authorities for their continued support extended to your Companies activities during the year under review. Your Directors also acknowledges gratefully the shareholders for their support and confidence reposed on your Company. For and on behalf of the Board

Place : Mumbai

Date : 11th August, 2015 (Director) (Managing Director)


Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting their 37th Annual Report and Audited Accounts of the Company for the financial year ended 31st March, 2014.

1. FINANCIAL RESULTS (Rs. in Lacs)

Yearended Year ended 31-03-2014 31-03-2013

Sales and other income 4317.76 4421.88

Less : Excise Duty 467.09 486.36

Sales and Other Income (Net) 3850.67 3935.52

Profit before depreciation and tax (including deferred tax) 410.64 596.94

Profit after depreciation and tax 239.39 358.77

Add: Profit brought forward from previous year 549.63 364.33

Less : (i) Prior period adjustment 2.49 (12.93)

(ii) Extra Ordinary Item 1.46 -

Profit available for appropriation 785.07 710.17

Appropriations :

Proposed Dividend 64.45 85.94

Tax on Proposed Dividend 10.45 14.60

Transfer to General Reserve 40.00 60.00

Profit carried to Balance Sheet 670.15 549.63

2. DIVIDEND

Your Directors are pleased to recommend a dividend of Rs.1.20 (12%) per equity share for the year 2013-14 (Previous year Rs.4.00 per equity share i.e.40%), subject to the approval of shareholders. This works out to 25% Dividend on the Pre-Bonus Capital. If approved, the dividend will absorb Rs.74.90 Lacs, including Corporate Dividend Tax.

3. TRANSFER TO RESERVES

The Company proposes to transfer Rs.40.00 Lacs to the General Reserve. An amount of Rs.670.15 Lacs is proposed to be retained in the profit and loss account.

4. OPERATING PERFORMANCE

* Business in the Financial Year 2013-14 was impacted by general slow down in the economy resulting in sluggish manufacturing activity in Company''s several client industries.

* Consequently competition sharpened in the market place depressing Company''s margin significantly although total drop in sales (3850.67 Lacs) was very marginal at 2% compared to sales (3935.52 Lacs) in the previous year.

5. OUTLOOK

(i) Around the close of FY 2013-14 raw material prices rose though not significantly. In the first quarter ended 30th June 2014, overall business scenario has not shown any perceptible improvement over the previous year.

(ii) To counter and overcome the challenging business climate, Your Company has reworked its internal performance efficiency parameters as also focused marketing strategy.

(iii) The said measures are expected to improve working results in the subsequent quarters of the current Financial Year.

6. DIRECTORS

In accordance with the provisions of the Companies Act 2013, Shri.C.G.Cholera is due to retire at the conclusion of the forthcoming Annual General Meeting and being eligible, offers himself for re-appointment.

7. FIXED DEPOSITS

Out of the total fixed deposits with the Company, all deposits due for repayment as on 31st March 2014, were as desired by the depositors, either repaid or renewed.

8. CONSERVATION OF ENERGY, TECHNOLOGY ABSORBTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO.

CONSERVATION OF ENERGY :

(A) Energy conservation measures undertaken :-

i. The Company is getting the benefit of Energy Saving from the installation of energy efficient equipment / machinery, imported from China wherever the same is installed in the production area.

(B) Technology absorption and upgradation :-

Company continues to engage with experts for assistance in drawing and working on prioritized areas to work out process improvements and up-gradation of technology as an on-going activity.

9. CORPORATE SOCIAL RESPONSIBILITY

Although it is not mandatory for Your Company to adopt and follow Government guidelines for Corporate Social Responsibility (CSR), Your Company has voluntarily chosen in the first instance, two broad areas to focus its CSR activities.

1. Continuous efforts towards energy conservation initiatives.

2. Environmental protection and to this end Your Company is already a Zero Discharge Unit fulfilling the norms set under Pollution Control law for being recognized as such.

10. PARTICULARS OF EMPLOYEES

In accordance with provisions of section 217 (2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975, as amended, the particulars of employees are not given as none of the employees has drawn remuneration in excess of the limits set therein.

11. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to section 134(c) of the Companies Act 2013, the Directors confirm that:-

a. In the preparation of the Annual Accounts, the applicable accounting standards have been followed.

b. Appropriate accounting policies have been selected and applied consistently and 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 ended 31st March, 2014 and the Profit for the year ended 31st March, 2014.

c. 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.

d. The Annual Accounts have been prepared on a going concern basis.

12. APPOINTMENT OF AUDITORS

M/s. D.N. Shukla & Co., the Auditors of the Company will retire in the forthcoming Annual General Meeting and are eligible for reappointment. The members are requested to appoint the Auditors and fix their remuneration.

13. CORPORATE GOVERNANCE AND CORPORATE SOCIAL RESPONSIBILITY

Provisions of Clause 49 of the Listing Agreement are applicable to the Company. The Company prepares quarterly unaudited financial results and submits the same to the Bombay Stock Exchange. The Company has constituted committees to deal with Investor Grievance and Share Transfers.. There are two independent Directors. Board meetings are convened at regular intervals with proper notice and backgrounds sent to all the Directors before time. The Chairman is elected at every Board Meeting. The Company is also availing the services of Company Secretary in whole time practice to ensure compliance under Company Law, SEBI, Listing Agreement and relevant corporate laws as applicable. Guidelines for Corporate Social Responsibility have also been implemented and reported under separate heading in this report. Most of the Voluntary Corporate Guidelines issued by the Ministry of Corporate Affairs are complied with.

14. COMPLIANCE CERTIFICATE

As required under Section 383A of the Companies Act, 1956 and rules framed thereunder the Company has obtained the Compliance Certificate from the whole time Company Secretary in practice and the same is attached to this report and forms part of this report.

16. HUMAN RESOURCES AND INDUSTRIAL RELATIONS

Your Company continues to maintain amicable and harmonious relations with all levels of its workforce.

17. ACKNOWLEDGEMENT

Your Directors wish to place on record their sense of satisfaction and appreciation of the wholesome support and co-operation from the Company''s bankers, customers and suppliers.

For and on behalf of the Board

Place : Mumbai C.G. Cholera J. C. Bhatia Date : 9th August, 2014 Director Managing Director


Mar 31, 2013

TO THE MEMBERS

The Directors have pleasure in presenting their 36th Annual Report and Audited Accounts of the Company for the financial year ended 31 st March, 2013.

1. FINANCIAL RESULTS

(Rs. in Lacs)

Year ended Year ended 31-03-2013 31-03-2012

Sales and other income 4421.88 3311.97

Less: Excise Duty 486.36 298.76

Sales and Other Income (Net) 3935.52 3013.21

Profit before depreciation and tax (including deferred tax) 596.94 485.50

Profit after depreciation and tax 358.77 304.48

Add: Profit brought forward from previous year 364.33 185.83

Less :(i) Prior period adjustment (12.93) (1.07)

Profit available for appropriation 710.17 489.24

Appropriations:

Proposed Dividend 85.94 64.45

Tax on Proposed Dividend 14.60 10.46

Transferto General Reserve 60.00 50.00

Profit carried to Balance Sheet 549.63 364.33



2. DIVIDEND

Your Directors are pleased to recommend a dividend of Rs. 4 (40%) per equity share for the year 2012-13 (Previous year Rs.3.00 per equity share i.e.30%), subject to the approval of shareholders. If approved, the dividend will absorb Rs.100.54 Lacs, including Dividend Distribution Tax.

3. TRANSFER TO RESERVES

The Company proposes to transfer Rs. 60.00 Lacs to the General Reserve. An amount of Rs. 549.63 Lacs is proposed to be retained in the profit and loss account.

4. OPERATING PERFORMANCE

- Operating Revenue increased by 30% in the year ended 31st March, 2013. It increased to Rs. 3,935 Lacs from Rs.3,013 Lacs in the previous year.

- Profit Before Tax was up by 24% from Rs. 449 Lacs in the previous yeartoRs. 557 Lacs.

5. OUTLOOK

While the year 2013-14 opened with a comfortable order book, the impact of cost push caused by raw materia! price rise rather rapidly was immediately felt.

Signs of sluggishness in the business scenario as a result of general economic slowdown are there and the Company Management is fully alert and is putting in place a very concerted policy cum action approach to mitigate their adverse impact to the maximum extent possible.

Inspite of the aforesaid volatility in the business climate generally, your Directors are confident that the Company''s robust financial health aided by sound management measures will bring about satisfactory results in the current Financial Year 2013-14.

6. DIRECTORS

In accordance with the provisions of the Companies Act, 1956, and the Articles of Association of the Company, Shri. B.V. Dholakia and Shri. D.D.Kanitkar are due to retire at the conclusion of the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment.

7. FIXED DEPOSITS

Out of the total fixed deposits with the Company, all deposits due for repayment as on 31st March 2013 were, as desired by the depositors, either repaid or renewed.

8. CONSERVATION OF ENERGY, TECHNOLOGY ABSORBTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO.

CONSERVATION OF ENERGY:

(A) Energy conservation measures undertaken :-

i. The Company has been availing of Energy Saving benefits from the installation of energy efficient equipment / machinery, imported from China and installed in the Blanks Department.

ii. The Company is arranging the carrying out of Energy Audit for identifying all items of Plant and Machinery with a view to draw and implement focused energy conservation programme.

(B) Technology absorption and upgradation :-

i. Company continues to be engaged with experts for assistance in drawing and working on prioritized areas to work out process improvements on a continuous basis.

ii. Upgradation of technology

As mentioned in the previous Directors'' Report exercise towards procurement of new equipment with upgraded features commensurate with higherand better technology standards is continuing.

(C) FOREIGN EXCHANGE EARNINGS AND OUTGO:

Concerted efforts to promote exports in select areas have resulted in materializing of an export order for USD 30000 to a Middle East country in the current Financial Year 2013-14 and the Company hopes this will auger well for further exports to that and other countries in that region in future.

(Rs. in Lacs)

2012-13 2011-12

Foreign Exchange earned 1.49 39.20

Foreign Exchange outgo 819.26 792.79

9. CORPORATE SOCIAL RESPONSIBILITY

Although it is not mandatory for Your Company to adopt and follow Government guidelines for Corporate Social Responsibility (CSR), Your Company has voluntarily chosen in the first instance, two broad areas to focus its CSR activities.

1. Continuous efforts towards energy conservation initiatives.

2. Environmental protection and to this end Your Company is already a Zero Discharge Unit fulfilling the norms set under Pollution Control law for being recognized as such.

10. PARTICULARS OF EMPLOYEES

In accordance with provisions of section 217 (2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975, as amended, the particulars of employees are not given as none of the employees has drawn remuneration in excess of the limits set therein.

11. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to section 217 (2AA) of the Companies Act, 1956, the Directors confirm that:-

a. In the preparation of the Annual Accounts, the applicable accounting standards have been followed.

b. Appropriate accounting policies have been selected and applied consistently and 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 ended 31 st March, 2013 and the Profit for the year ended 31st March, 2013.

c. 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.

d. The Annual Accounts have been prepared on a going concern basis.

12. APPOINTMENT OF AUDITORS

M/s. D.N. Shukla & Co., the Auditors of the Company will retire in the forthcoming Annual General Meeting and are eligible for reappointment. The members are requested to appoint the Auditors and fix their remuneration.

COST AUDITOR

Pursuant to the provisions of Section 224 (1B) read with Section 233 B of the Companies Act, 1956, the Company has appointed Shri. Pradip M. Damania, Cost Accountant as Cost Auditors of the Company for the Financial Year 2012-13 and 2013-14.

13. CORPORATE GOVERNANCE AND CORPORATE SOCIAL RESPONSIBILITY

Provisions of Clause 49 of the Listing Agreement are not applicable to the Company. The Company prepares quarterly unaudited financial results and submits the same to the Bombay Stock Exchange. The Company has constituted committees to deal with Investor Grievance and Share Transfers. There are two independent Directors. Board meetings are convened at regular intervals with proper notice and backgrounds sent to all the Directors before time. The Chairman is elected at every Board Meeting. The Company is availing the services of Company Secretary in whole time practice to ensure compliance under Company Law, SEBI, Listing Agreement and relevant corporate laws as applicable. Guidelines for Corporate Social Responsibility have also been implemented and reported under separate heading in this report. Most of the Voluntary Corporate Guidelines issued by the Ministry of Corporate Affairs are complied with.

14. COMPLIANCE CERTIFICATE

As required under Section 383Aof the Companies Act, 1956, and rules framed thereunderthe Company has obtained the Compliance Certificate from the whole time Company Secretary in practice and the same is attached to this report and forms part of this report.

15. GREEN INITIATIVE

The Company is geared to start transmitting Annual Report through electronic mode—email to the shareholders who opt to receive the same through electronic mode and thereby reduce consumption of paper.

16. HUMAN RESOURCES AND INDUSTRIAL RELATIONS

Your Directors are happy to report that the Company has maintained very cordial relations with its employees. The Management is committed to fortify such relations at all levels of its human resource talent.

17. ACKNOWLEDGEMENT

Your Directors wish to acknowledge their appreciation of the valuable contribution by all sections of the Company''s workforce. Your Directors also wish to place on record their appreciation of the continuous support received from the Company''s bankers, customers and suppliers.

For and on behalf of the Board

Place: Mumbai C.G. Cholera J. C. Bhatia

Date: 27th July, 2013 Director Managing Director


Mar 31, 2012

The Directors have pleasure in presenting the 35th Annual Report and Audited Accounts of the Company for the financial year ended 31st March, 2012.

1. FINANCIAL RESULTS

(Rs.in Lacs)

Year ended Year ended 31-03-2012 31-03-2011

Sales and other income 3,311.97 2,750.56

Less : Excise Duty 298.76 244.46

Sales and Other Income (Net) 3013.21 2,506.10

Profit before depreciation and tax (including deferred tax) 485.94 399.21

Profit after depreciation and tax 304.48 247.87

Add: Profit brought forward from previous year 185.83 54.23

Less: (i) Prior period adjustment (1.07) (3.64)

Profit available for appropriation 489.24 298.46

Appropriations:

Proposed Dividend 64.45 53.71

Tax on Proposed Dividend 10.46 8.92

Transfer to General Reserve 50.00 50.00

Profit carried to Balance Sheet 364.33 185.83

2. DIVIDEND

Your Directors are pleased to recommend payment of dividend of Rs. 3/- (30%) per equity share of Rs. 10/- each for the year 2011-12, subject to the approval of shareholders (Previous year Rs. 2.50, i.e., 25%). If approved, the dividend will absorb Rs. 74.91 Lacs (inclusive of distribution tax on dividend).

3. TRANSFER TO RESERVE

The Company proposes to transfer Rs. 50.00 Lacs to the General Reserve and an amount of Rs. 364.33 Lacs is proposed to be retained in the profit and loss account.

4. PERFORMANCE AND PROSPECTS

Performance:

- The year 2011-12 closed with an increase of 20% in sales & other income (Rs. 3013 Lacs) compared to the previous year (Rs. 2506 Lacs).

- The operating profit before tax was up by 20% from Rs. 373 Lacs to Rs. 449 Lacs and profit after tax was up by 24% from Rs. 244 Lacs to Rs. 303 Lacs.

Prospects:

- The year 2012-13 holds promise of registering impressive overall growth despite some sectors to which Your Company caters showed signs of sluggishness in the first quarter.

- The raw material availability and pricing has since stabilized and this should reflect positively in the 2012-13 performance.

- As mentioned in the previous Report, for capacity enhancement some of the equipment already ordered has since arrived and has been commissioned. Capital equipment additions for sustained growth together with focus on quality up-scaling is a continuous effort and Your Company is well set in that direction.

5. APPROVALS FROM GUJARAT POLLUTION CONTROL BOARD

In support of its growth and expansion programme the Company has since received NOC and CONSENT from Gujarat Pollution Control Board,under the Environment Protection and other Allied Laws for setting up production facilities for tonnages which are more than 200% increase over the earlier sanctioned tonnages.

6. DIRECTORS

Your Directors wish to report with profound regret, the demise of Shri. S.S. Kumar, a longtime Director and Ex- Chairman of the Company. Shri. Kumar was a Director of the Company for 27 years from 1981 to 2008. Throughout his association with the Company he ever so willingly extended his unstinted support and wise counsel in the key affairs of the Company Management. He was an Advocate of the Supreme Court and highly respected expert in Company Law and Corporate Affairs.

Your Directors wish to place on record their deep appreciation and acknowledge the valuable services rendered by Shri. Kumar throughout the years of his association with Rapicut.

Shri. K.S. Joshi resigned as Director from 22nd October, 2011. The Board places on record its appreciation of the valuable services rendered during his tenure as Director and for the contribution to the deliberations of the Board.

In accordance with the provisions of the Companies Act 1956, and the Articles of Association of the Company, Shri. L.M. Bijlani and Shri. J.C. Bhatia are due to retire at the conclusion of the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment.

7. FIXED DEPOSITS

Out of the total fixed deposits with the Company, all deposits due for repayment as on 31st March, 2012 were, as desired by the depositors, either repaid or renewed.

8. CONSERVATION OF ENERGY, TECHNOLOGY ABSORBTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO. CONSERVATION OF ENERGY:

(A) Energy conservation measures undertaken:-

1. The Company continuous to reap Energy Saving benefits from the installation of Mechanical Automatic Press installed last year.

2. The Company is working towards stabilizing the running of new De-waxing cum Sintering Furnace and once this is accomplished, the power consumption will reduce significantly.

(B) Technology absorption and upgradation:-

1. After putting into practice recommendation of local experts, modifications have been carried out in certain equipment and process parameters. These measures have resulted in significant improvement in productivity and reduced energy consumption.

2. Upgradation of Technology

The Company continues to act on two pronged strategy, ensuring in the first instance that the processes in practice are upgraded on a continual basis. Secondly, aiming that procurement of new equipment, whenever required, lends itself to yielding benefits commensurate with upgraded technology.

(C) FOREIGN EXCHANGE EARNINGS AND OUTGO:

Focused initiatives to promote exports have borne fruit and the same is seen in the export performance at the very start of the current financial year 2011-12, in which export of Rs.39.20 Lacs was registered which works out to 27.03% growth over the corresponding previous year 2010-11 in which export of Rs.30.86 Lacs was achieved.

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

Foreign Exchange earned 39.20 30.86

Foreign Exchange outgo 792.79 1100.95

9. CORPORATE SOCIAL RESPONSIBILITY

Although it is not mandatory for Your Company to adopt and follow Government guidelines for Corporate Social Responsibility (CSR), Your Company has voluntarily chosen in the first instance, two broad areas to focus its CSR activities.

1) Continuous efforts towards energy conservation initiatives.

2) Environmental protection and to this end Your Company is already a Zero Discharge Unit fulfilling the norms set under Pollution Control law for being recognized as such.

10. PARTICULARS OF EMPLOYEES

In accordance with provisions of section 217 (2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975, as amended, the particulars of employees are not given as none of the employees has drawn remuneration in excess of the limits set therein.

11. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to section 217 (2AA) of the Companies Act, 1956, the Directors confirm that:-

a. In the preparation of the Annual Accounts, the applicable accounting standards have been followed.

b. Appropriate accounting policies have been selected and applied consistently and 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 ended 31st March, 2012 and the Profit for the year ended 31st March, 2012.

c. 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.

d. The Annual Accounts have been prepared on a going concern basis.

12. APPOINTMENT OF AUDITORS

M/s. D.N. Shukla & Co., the Auditors of the Company will retire in the forthcoming Annual General Meeting and are eligible for reappointment. The members are requested to appoint the Auditors and fix their remuneration.

13. COMPLIANCE CERTIFICATE

As required under Section 383A of the Companies Act, 1956 and rules framed thereunder the Company has obtained the Compliance Certificate from the whole time Company Secretary in practice and the same is attached to this report and forms part of this report.

The Company has also taken appropriate steps to obtain compliance certificate within the prescribed period pursuant to the amendments with relation to cost records [Sec. 209 (i)(d)] and Cost Audit (sec. 233 B) of the Companies Act, 1956.

14. GREEN INITIATIVE

Members are requested to provide their details viz, Name, Folio No. / Client ID and e-mail address on the Company's e-mail address investors@rapicutcarbides.com to enable the Company to act on the "Green Initiative" effort launched by the Ministry of Corporate Affairs, Government of India, through their various Circulars.

15. HUMAN RESOURCES AND INDUSTRIAL RELATIONS

Your Directors are happy to report that the Company has maintained very cordial relations with its employees. The Management is committed to fortify such relations at all levels of its human resource talent.

16. ACKNOWLEDGEMENT

Your Directors wish to acknowledge their appreciation of the valuable contribution by all sections of the Company's workforce. Your Directors also wish to place on record their appreciation of the continuous support received from the Company's bankers, customers and suppliers.

For and on behalf of the Board

Place: Mumbai C.G. Cholera J. C. Bhatia

Date: 28th July, 2012 Director Managing Director


Mar 31, 2010

The Directors have pleasure in presenting the 33rd Annual Report and Audited Accounts of the Company for the financial year ended 31st March, 2010.

1. FINANCIAL RESULTS

(Rs.in Lacs)

Year ended Year ended 31-03-2010 31-03-2009

Sales and other income 2,236.57 1,917.92

Less : Excise Duty 157.74 211.70

Sales and Other Income (Net) 2,078.83 1,706.22

Profit before depreciation and tax (including deferred tax) 279.20 169.74

Profit after depreciation and tax 174.13 107.07

Add: Profit brought forward from previous year 24.11 2.27 Less: (i) Prior period adjustment (-) 4.94 (-) 2.52

(ii) Short provision of tax for earlier years 6.18 (-) 2.55

Profit available for appropriation 199.48 104.27

Appropriations:

Proposed Dividend 38.67 25.78

Tax on Proposed Dividend 6.57 4.38

Transfer to General Reserve 100.00 50.00

Profit carried to Balance Sheet 54.23 24.11

2. DIVIDEND

Your Directors are pleased to recommend a higher dividend of 18% for the year 2009-10. At this time your Company enjoys quite sound and stable financial health. But in determining the dividend pay-out your Directors have been guided by the resolve to pay dividend with focus on sustainable long term performance. If approved, the dividend will amount to Rs. 45.24 lacs including dividend distribution tax.

3. TRANSFER TO RESERVE

The Company proposes to transfer Rs. 100.00 Lacs to the General Reserve and an amount of Rs. 54.23 Lacs is proposed to be retained in the profit and loss account.

4. PERFORMANCE & PROSPECTS

The year 2009-10 must be regarded as a year of highly satisfactory performance on many counts, viz.

- The operating profit before tax increased by 73%, from Rs. 1.47 Crores to Rs. 2.54 Crores. The profit after tax increased by 63% from Rs. 1.07 Crores to Rs. 1.74 Crores.

- The Companys customer reach expanded significantly. Business from existing customers registered appreciable surge and a good number of new customers were added.

- At the close of 2009-10 the order book was extremely healthy, a clear indication that the year 2010-11 should carry the growth momentum with promising results.

- This is borne out by the 1st Quarter ended 30th June, 2010 results. Net sales at Rs. 5.59 Crores are higher by 31% and net profit at Rs. 63.00 Lacs is higher by 58% compared with corresponding figures for the same quarter of the previous year.

5. GROWTH CUM MODERNISATION PLANS

The Company has already drawn and initiated measures to expand capacity and widen the product spread. An investment plan of close to Rs. 3.00 Crores has been drawn for 2010-11 and 2011-12. New machinery already ordered will be one of the latest in performance features and result in highly cost effective output, while at the same time help achieve quantum jump in the capacity for producing Companys fast moving mining products.

The additions in equipment planned for 2011-12 will enable the Company to produce high value added finished tools and also achieve self-sufficiency in the production of such tools for captive consumption. Out of the said investment Rs. 1.75 Crores will be spent in 2010-11.

The said investments will be funded in part through bank term loans and partly from internal accruals.

6. DIRECTORS

Shri. J.C. Bhatia and Shri. L.M. Bijlani, retire by rotation and being eligible, offer themselves for re-appointment.

7. FIXED DEPOSITS

Out of the total fixed deposits with the Company, all deposits due for repayment as on 31st March, 2010 were, as desired by the depositors, either repaid or renewed.

8. CONSERVATION OF ENERGY, TECHNOLOGY ABSORBTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The Management is continuing its focus on deriving benefits on a sustained basis from all the measures initiated in the past and new initiatives taken in the previous year viz:

CONSERVATION OF ENERGY:

Company has taken various measures to conserve energy in the energy intensive sections in the plant and these coupled with all the measures already taken by the Company in the past are yielding significant gains.

UPGRADATION OF TECHNOLOGY:

As mentioned in the earlier Reports, Company has put into practice several suggestions by experts to carry out refurbishing certain equipment by carrying out modifications leading to upgradation in a very significant manner. These measures have contributed to increase in productivity and measurable cost effectiveness.



FOREIGN EXCHANGE EARNINGS AND OUTGO:

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

Foreign Exchange earned 37.60 17.22

Foreign Exchange outgo 1034.94 687.89



9. PARTICULARS OF EMPLOYEES

In accordance with provisions of section 217 (2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975, as amended, the particulars of employees are not given as none of the employees were in receipt of remuneration of Rs.24 Lacs or more for 12 months.

10. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to section 217 (2AA) of the Companies Act 1956, the Directors confirm that:

a. In the preparation of the Annual Accounts, the applicable accounting standards have been followed.

b. Appropriate accounting policies have been selected and applied consistently and 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 ended 31st March, 2010 and the Profit for the year ended 31st March, 2010.

c. 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.

d. The Annual Accounts have been prepared on a going concern basis.

11. APPOINTMENT OF AUDITORS

M/s. D.N. Shukla & Co., the Auditors of the Company will retire in the forthcoming Annual General Meeting and are eligible for reappointment. The members are requested to appoint the Auditors and fix their remuneration.

12. COMPLIANCE CERTIFICATE

As required under Section 383A of the Companies Act, 1956 and rules framed thereunder the Company has obtained the Compliance Certificate from the whole time Company Secretary in practice and the same is attached to this report and forms part of this report.

13. HUMAN RESOURCES AND INDUSTRIAL RELATIONS

Your Directors are happy to report that the Company has maintained very cordial relations with its employees. The Company has recently signed new wage settlement for a period of 3 years in a mutually understanding atmosphere. This will bring about improvement in productivity wherever agreed. The Management is committed to nurturing human relations at all levels of its human resource talent.

14. ACKNOWLEDGEMENT

Your Directors place on record their appreciation of the continuous support received from the Companys bankers, customers and suppliers.

For and on behalf of the Board

Place: Mumbai L. M. Bijlani J. C. Bhatia

Date: 30th July, 2010 Director Managing Director

 
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