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Directors Report of Roto Pumps Ltd.

Mar 31, 2016

BOARD''S REPORT

To the Members of ROTO PUMPS LTD

The Directors have pleasure in presenting their 41st Annual Report of the Company together with the Audited Financial Statements for the financial year ended 31st March, 2016.

Financial Results

The Company''s financial performance for the year under review along with previous year''s figure is given here under:

Amount Rs, In Lacs

Particulars

Financial year ended

31st March, 2016

31st March, 2015

Revenue from Operations

9,497.94

9,427.95

Other Income

31.79

6.64

Profit / (loss) before finance costs, depreciation and taxation

1,693.87

1,870.10

Less: Finance Costs

318.22

223.27

Depreciation

765.43

484.14

Profit before Taxation

610.22

1,162.69

Less :Taxation

182.44

421.18

Profit after tax

427.78

741.51

Add: Profit brought forward

3,905.99

3,372.15

Less: Additional depreciation upto 31.03.2015

-

16.06

Profit available for appropriation

4,333.77

4,097.60

Appropriations:

Proposed Dividend

30.90

92.72

Dividend Distribution Tax

6.29

18.87

Transfer to General Reserve

-

80.00

Surplus carried to Balance Sheet

4,296.57

3,905.99

Dividend

Your Directors are pleased to recommend a dividend of INR

0.20 per share (i.e.10%) for the financial year ended 31st March, 2016, which if approved by the members at the forthcoming Annual General Meeting would result in a dividend outflow of INR 30,90,761/-and dividend distribution tax of '' 6,29,206 /- aggregating a total outflow of '' 37,19,967/-.

Share Capital

The Paid up Equity Share Capital as on 31st March, 2016 was Rs, 3.09 Crores. During the year under review, your Company has not issued any shares, bonus shares or bought back any shares. The Company has not issued shares with differential voting rights. It has neither issued employee stock options nor sweat equity shares and does not have any scheme to fund its employees to purchase the shares of the Company.

Transfer of unclaimed dividend to Investor Education and Protection Fund

In terms of the provisions of Section 205A(5) of the Companies Act, 1956, the unclaimed dividend relating to the financial year 2007-08 has been remitted to the Investor Education and Protection Fund established by the Central Government. Further, the unclaimed dividend relating to the financial year 2008-09 is becoming due for remittance to the said Investor Education and Protection Fund on 06.11.2016.

Details of unclaimed dividend are available on the Company''s website at www.rotopumps.com.

Year in retrospect

Your Company has achieved income from operations of '' 9497.94 lacs against previous year''s income of '' 9427.95 lacs, registering a marginal growth of 3.9%. Domestic sale was '' 3307.07 lacs as compared to '' 3117.72 lacs, registering growth of 6% over last year. Export sale was '' 6190.87 lacs as compared to '' 6310.23 lacs which was lower than last year by 1.9%.Export sales include '' 4122.95 lacs, sales from Marketing Outlets in United Kingdom and Australia. Revenue from total export sales constitutes 65.18 % of total revenue from operations. The reason for marginal fall in export sales has been due to sluggish growth in major economies.

Outlook

Your company''s operations are expected to be better due to marginal rise in Export sales including to overseas subsidiaries. On Domestic front, the outlook is looking slightly encouraging with projected GDP growth of 7.6%, this would auger increased Govt. spending in infrastructure and investments by private sector due to economic reforms including Goods and Service Tax. The pressure on margins would however continue as there is still a wide gap between supply and demand.

Consolidated Financial Statements

The Consolidated Financial Statements of the Company and its subsidiaries and joint venture have been prepared in accordance with Accounting Standard 21 issued by the Institute of Chartered Accountants of India, form part of the Annual Report and are reflected in the Consolidated Financial Statements of the Company.

The annual accounts of the subsidiaries and Joint Venture Company and related information are kept at the Registered Office of the Company, as also at the registered offices of the respective subsidiary companies and will be available to investors seeking information at any time.

Performance of the Subsidiaries and Joint Venture Company

a. Roto Pumpen GmbH - a wholly owned subsidiary company setup in Germany during the financial year 2011-12 to carry on the sales and marketing of the Company''s products in German region to service the customers more effectively. The subsidiary has commenced its business operations in the last quarter of the previous year. The subsidiary had achieved an

Income of Euro 199,307 and incurred a loss of Euro 90,847 during the year under review.

Considering the economic conditions and other factors, the Board of Directors has decided to suspend the business operations of Roto Pumpen GmbH, German Subsidiary Company from 31st August, 2016. The related market would be directly served by the Marketing Office in United Kingdom.

b. Roto Pumps Americas, Inc.-a wholly owned subsidiary company setup in USA. during the previous year The subsidiary had further setup a wholly owned subsidiary company in the name and style of Roto Pumps North America, Inc. to carry on sales and marketing of Company''s products in North American region and also maintain warehouse facility to carry inventory. During the year under review, it achieved an Income of USD 696,756 and incurred a loss of USD 334,852.

c. Roto Overseas Pte Ltd - a Joint Venture Company (JVC) setup during the previous year in Singapore with Mr. Ed Lemke of South Africa. Your Company holds sixty percent stake in the joint venture company. The JVC had acquired a strategic majority equity stake in Ecochem Pumps Pty Ltd, a South African Company engaged in the sales and marketing pumps and other related equipment. During the year, the JVC has divested its said equity stake at par value. Further, the JVC has placed sales proceeds of equity stake in another South African Company known as Roto Pumps (Africa) Pty Ltd with intent to acquire majority stake. Proceedings for acquisition of equity stake could not be completed till 31st March, 2016. Roto Pumps (Africa) Pty Ltd has started sales and marketing of pumps and parts of pumps during the year under review and has achieved a sales turnover of South African Rand (ZAR) 613,493 and incurred a loss of ZAR 533,702. The process of acquisition of shares is being completed.

Statements containing the salient features of financial statements of wholly owned subsidiary companies and joint venture company in the prescribed Form AOC-1 is annexed as per Annexure-A.

Particulars of Loans, Guarantees or Investments

Your Company has made following investments during the year under review;

a. Rs, 1,46,79,751/- to acquire 2,00,000 equity shares of Euro 1 each in the share capital of Roto Pumpen GmbH, an existing wholly owned subsidiary company in Germany;

b. Rs, 2,93,76,500/- to acquire 4,50,000 equity shares of USD 1 each in the share capital of Roto Pumps Americas, Inc. a new wholly owned subsidiary company in USA;

Your Company has not given any loan or provided any guarantees as on 31st March, 2016.

Fixed Deposits

The Company has neither accepted nor renewed any deposits during the year under review.

Related Party Transactions

All Related Party Transactions that were entered into by the Company during the year under review were on an arm''s length basis and in the ordinary course of business and were in compliance with the applicable provisions of the Companies Act, 2013 (''the Act'') and Securities and Exchange Board of India ( Listing Obligations and Disclosure Requirements) Regulations, 2015. There were no materially significant Related Party Transactions made by the Company during the year that would have required Shareholder approval under Section 188 of the companies Act, 2013 and Regulation 23 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

All Related Party Transactions are placed before the Audit Committee for approval. Prior omnibus approval of the Audit Committee has been obtained for the transactions which are repetitive in nature. A statement of all Related Party Transactions is placed before the Audit Committee for its review on a quarterly basis, specifying the nature, value and terms and conditions of the transactions and other relevant details as are required in terms of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. Details of the transactions with Related Parties are provided at Note no. 28 of the accompanying standalone financial statements.

Risk Management

The Company has formulated a risk management policy to put in place a procedure to inform the Board about the risk assessment and minimization procedure. The Company has also formed a Risk Management Committee comprising of Directors and Executives of the Company to assess the risk and minimization procedures and report the same to the Board at the meetings.

Internal Control System and its adequacy

Your Company has an adequate internal control system commensurate with the size of the Company and nature of its business.

Further, in terms of provisions of Section 138 of the Companies Act, 2013 and the rules made there under, your Company has appointed M/s. Kapoor Tandon & Co., Chartered Accountants as its Internal Auditor to conduct the internal audit of the functions and activities of the Company. Based on the report of internal audit function, the Board undertakes corrective action in the respective areas and thereby strengthens the controls.

Directors and Key Managerial Personnel

Pursuant to the provisions of the Companies Act, 2013 read with the Articles of Association of the Company, Mrs. Asha Gupta, Director DIN: 00334345 retires from the Board by rotation, and is eligible for re-appointment.

The Board had re-appointed Mr. Harish Chandra Gupta, Chairman & Managing Director, Mr. Anurag Gupta, Dy Managing Director and Mr. Arvind Veer Gupta, Whole-time

Director for a further term of three years commencing from 1st April, 2016, their re-appointment were approved by the members by way of Special resolutions at their Fortieth Annual General Meeting held on 30th September, 2015. The Board has appointed Mr. Pradeep Jain, Deputy General Manager - Finance and Accounts of the Company as the Chief Financial Officer of the Company at its meeting held on 10.11.2015.

Annual Evaluation of Board Performance and Performance of its Committees and of Directors:

Pursuant to the provisions of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual evaluation of its own performance, performance of the Directors as well as the evaluation of the working of its Committees. The Nomination and Remuneration Committee has laid down the evaluation criteria, procedure and time schedule for the Performance Evaluation process for the Board, its Committees and Directors

Independent Directors and their meetings

The Independent directors were provided an insight about their roles, duties, rights and responsibilities. They were given a fair idea and knowledge about the working, strategy and the organizational structure of the company so that they could adapt to the company culture and contribute through active participation and interaction in a better manner.

The Nomination and Remuneration Policy adopted by the company deals with the criteria for selection and determining the Independence of Directors and also the Remuneration policy for directors, Key Managerial Personnel (KMP) and other employees. Remuneration policy is available at http://www.rotopumps.com/investors/ policies.html.

Your Company''s Independent Directors meet at least once in a financial year without the presence of Executive Directors or Management Personnel. Such meetings are conducted to enable the Independent Directors to discuss matters pertaining to the Company''s Affairs and put forth their view. During the year under review, one meeting of the Independent Directors was held on 10th November, 2015.

Board and Committee and their meetings

Five meetings of the Board were convened and held during the year under review. Details of the composition of the Board and its Committees and of the Meetings held and attendance of the Directors at such Meetings, are provided in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013, the Rules made there under and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Directors'' Responsibility Statement

In accordance with the provisions of Section 134(5) of the Companies Act, 2013, the Board hereby submits 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, if any;

(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 the companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

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

(e) The directors had laid down internal financial controls to be followed by the Company and that such internal financial controls were 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.

Corporate Social Responsibility

The Company has formulated its Corporate Social Responsibility (CSR) Policy to undertake the CSR activities as specified in the Schedule VII to the Companies Act, 2013. CSR Policy is available at http://www.rotopumps.com/ investors/policies.html. The Annual Report of CSR activity for the financial year 2015-16 is annexed at Annexure B.

Policy on prevention, prohibition and redressal of sexual harassment at Workplace

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at the Workplace, in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under. The Policy aims to provide protection to employees at the workplace and prevent and redress any complaint(s) of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure. The Company has also constituted an Internal Complaints Committee, to inquire into complaints of sexual harassment and recommend appropriate action. Your Company has not received any complaint of sexual harassment during the financial year 2015-16.

Vigil Mechanism / Whistle Blower Policy

The Company has adopted a Whistle Blower Policy, to provide a formal mechanism to the Directors and employees to report their concerns about unethical behavior, actual or suspected fraud or violation of the Company''s Code of Conduct or ethics policy. The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee.

It is affirmed that no personnel of the Company has been denied access to the Audit Committee. The policy has been adopted in compliance with the requirements of SEBI and Section 177(9) of the Companies Act, 2013 and the Rules there under.

Material changes and commitment, if any, affecting the financial position of the Company occurred between the end of the financial year to which these financial statements relate and the date of the report

No material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year to which these financial statements relate and on the date of this report.

Significant and Material Orders passed by the Courts or Regulators

No significant material orders have been passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company and its future operations.

Auditors

a. Statuary Auditors

M/s A. Kay. Mehra & Co. Chartered Accountants, Firm Registration no. 050004C were appointed as the Statutory Auditors for a period of one year by the members of the Company at their Annual General Meeting held on 30th September, 2015.In terms of the provisions of Section 139 of the Companies Act, 2013 read with Companies (Removal of Difficulties) Third Order, 2016, they are eligible for appointment at the ensuing Annual General for a period of one year.

It is proposed to appoint the exiting Auditors, M/s A. Kay Mehra & Company, Chartered Accountants to hold office till the concluding of next Annual General Meeting. The Company has received a certificate from the above Auditors to the effect that if they are reappointed, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013. The observations of the Auditors in their report read with the notes to accounts are self-explanatory and do not call for any further action or information.

b. Branch Auditors

The term of the Branch Auditors of the Warehouse and Marketing Offices of the Company in Australia and U. K., M/s G C Perry & Co., Certified Practicing Accountant, Australia and M/s Layton Lee, Chartered Accountants,

U.K., respectively, will expire at the conclusion of the ensuing Annual General Meeting. Board of Directors of your Company is seeking authority to appoint Branch Auditors for the financial year 2016-17.

c. Cost Auditor

In terms of the provisions of Companies (Cost Records and Audit) Rules, 2014 as amended by Companies (Cost Records and Audit) Amendment Rules, 2016 dated 14.07.2016, your Company was not required to appoint a Cost Auditor to carry out audit of the cost records for the year under review.

d. Secretarial Auditors

M/s Dayal & Maur, Company Secretaries have been appointed as the Secretarial Auditors to carry out the secretarial audit for the year under review. The Secretarial Audit Report for the financial year ended 31st March, 2016 is annexed at Annexure-C. Regarding audit observation for corporate social responsibility spending, the Company has decided as a part of CSR to support research & development of energy based treatments for preventive health care. The Company has committed a sum of Rs, 35.00 lacs as its contribution for this purpose. This will be released as soon as substantial progress has been made on this project.

Conservation of energy, Technology absorption, Foreign Exchange earnings and outgo

The information pertaining to conservation of energy, technology absorption, Foreign exchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished at Annexure-D.

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 independence

Your Company''s definition of ''Independence'' of Directors is derived from Regulation 16(1) (b) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 149(6) of the Companies Act, 2013. Based on the confirmation / disclosures received from the Directors and on evaluation of the relationships disclosed, the following Non-Executive Directors are Independent in terms of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 149(6) of the Companies Act, 2013 :-

a) Mr. B. S. Ramaswamy

Mr. B. S. Ramaswamy, aged about 87 years is a retired IA & AS Officer. He is a Science and Commerce

Graduate, Graduate Engineer and the Senior Most Cost and Management Accountant in the Country. He has an experience of over 61 years in the key functions of Finance & Accounts in the Government and various other organizations in the field of Finance, Accounts, Cost Accounting and other allied management functions.

b) Dr. Ramesh Chandra Vaish

Dr. Ramesh Chandra Vaish, aged about 75 years holds a degree in M. A., M. Com, LLB, Ph. D. in Economics from University of Florida USA and is a Fellow Member of the Institute of Chartered Accountants of India. Dr. Vaish is an eminent practicing Chartered Accountant having over 45 years of rich and varied experience with specialization in international taxation and finance, tax planning and off-shore investment. Dr. Vaish has an outstanding academic record and after teaching at University of Florida, USA, has worked with Coopers and Lybrand in New York, Singapore, London and New Delhi. Dr. Vaish has been a Senior Counsel, Tax and Business Advisory Services at Price Waterhouse Coopers, New Delhi, besides being a member of the Company Law Advisory Committee, Regional Tax Advisory Committee, and various fiscal committees of FICCI and ASSOCHAM.

c) Mr. Anand Bordia

Mr. Anand Bordia,aged 72 years is a retired IRS Officer, holds degree in M.A. Mr. Bordia has 36 years of professional experience most of which have been at a senior level in the Government of India and International Organizations. Mr. Bordia has worked in Ministry of Finance and Ministry of Social Justice and Empowerment in the Government of India. Mr. Bordia has been Member Finance in National Highway Authority of India. Mr. Bordia has also worked in Indian Customs and Central Excise Department and held various field positions such as Commissioner of Customs and Director Audit. Mr. Bordia has also worked in the Secretariat of Custom Cooperation Council, Brussels.

d) Mr. Vijoy Kumar

Mr. Vijoy Kumar, aged 73 years is retired Chairman of U. P. Electricity Regulatory Commission, holds degree in B. Sc. Engineering (Electrical) from BIT, Sindri, Bihar. Mr. Vijoy Kumar has worked in Central Electricity Authority from 1965 to 2003 and held prestigious positions such as Secretary Central Electricity Authority, Member Secretary, Western Regional Electricity Board, Member Secretary, Northern Regional Electricity Board, Member Secretary, North Eastern Electricity Board, Advisor Power, North Eastern Council, Director, North Eastern Electric Power Company.

e) Mrs. Annapurna Dixit

Mrs. Annapurna Dixit, aged about 68 years, a retired Information Commissioner, Central Information Commission, is a Graduate in Physics (Hons) and Masters and M. Phil in Education. Mrs. Dixit has worked for over two decades as an Officer in the India Country Office of the United Nations Children''s Fund. Mrs. Dixit closely worked with the relevant Ministries of Government of India, State Governments, NCW, NHRC, IMA, NIPCCD and with NGOs for ensuring protection of rights of women and children.

Particulars of Employees and related disclosures

The disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed at Annexure- E.

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules is annexed at in "Annexure F".

Listing of Shares

The Equity Shares of your Company are listed at the BSE Ltd, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai -400001. The Annual Listing fee for the year 2016-17 has been paid.

Extract of Annual Return

Pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 the extract of Annual Return in Form MGT- 9 annexed at Annexure-G.

Corporate Governance

The Management Discussion and Analysis Report and the Report on Corporate Governance, as required under Regulation 34 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Schedule V thereof, forms a part of the Annual Report.

Acknowledgements

Your Directors place on record their sincere thanks to bankers, business associates, consultants, and various Government Authorities for their continued support extended to your Company''s activities during the year under review. Your Directors also acknowledge gratefully the shareholders for their support and confidence reposed in the Company.

For and on behalf of the Board of Directors

Place: Noida Harish Chandra Gupta

Dated : 12.08.2016 Chairman & Managing Director

DIN: 00334405


Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting herewith the Thirty Ninth Annual Report and Audited Statement of Accounts of the Company for the Financial Year ended 31st March, 2014.

Financial Results

The summarized financial performance of the Company for the financial year ended 31st March, 2014 as compared to the previous year is as under:

Amount Rs. in lacs

Particulars Financial Year Ended

31st March, 2014 31st March, 2013

Revenue from Operations 8958.95 8871.49

Other Income 61.37 47.34

Profit / (loss) before interest, depreciation and taxation 1890.15 1464.51

Interest 145.37 187.45

Depreciation 279.94 253.87

Profit before Taxation 1464.84 1202.85

Taxation 505.78 397.09

Profit after tax 959.06 805.76

Profit brought forward 2617.57 1983.62

Profit available for appropriation 3576.63 2789.38

Appropriations:

Proposed Dividend 92.72 77.27

Dividend Distribution Tax 15.76 12.53

Transfer to General Reserve 96.00 82.00

Surplus carried to Balance Sheet 3372.15 2617.58

Dividend

Your Directors are pleased to recommend a dividend of Rs. 3.00 per share of Rs. 10/- each i.e. 30% for the financial year ended 31st March, 2014, which if approved by the members at the forthcoming Annual General Meeting will be paid out of the profits of the Company for the said year. The payout of Dividend will involve cash outflow of Rs. 108.48 lacs including dividend distribution tax.

Transfer to the Investor Education and Protection Fund

In terms of Section 205C of the Companies Act, 1956, the unclaimed dividend relating to the financial year 2005-06 has been remitted to the Investor Education and Protection Fund established by the Central Government. Further, the unclaimed dividend relating to the financial year 2006-07 is becoming due for remittance on 5th November, 2014 to the said Investor Education and Protection Fund.

Year in retrospect

Your Company has registered income from operations of Rs. 8958.95 Lacs against previous year''s income of Rs. 8871.49 lacs. The Export turnover during the year was Rs. 5622.26 lacs as compared to Rs. 5538.69 lacs in the preceding year. Revenue from exports constitutes 62.76% of total revenue.

There has been nominal growth during the year under review. This has been mainly due to lack of growth in domestic market on account of due to fall in economic activities especially in project business. On International front, the North American market has not been encouraging coupled with the decline in revenues from Australia, which has been severally affected due to downturn in mining sector.

Outlook

Your Company''s operations are showing improvement. However, times ahead look challenging. Indian Economy is expected to grow by 5.5% in 2014-15. With the formation of new Government in the Country, which is focused on growth, the economy should witness a turn around with new polices and initiatives being undertaken. This should pave the way for infrastructure and industrial development, which would lead to increased demand for your Company''s products.

On the International front, the scenario seems to be positive with US and European economies are registering positive growth. The emerging Economies including China and India are also looking positive. This would allow growth to your Company in all focused key markets. Your Company would continue to grow its export sales mainly in U.K & Europe, Australia, U.S., Southern African and Middle East markets.

First phase of your Company''s project for expansion and modernization of the manufacturing facilities at Greater Noida has been completed and commissioned. Second phase would be commissioned in the third quarter of the current financial year. This would not only enhance your Company''s manufacturing capabilities but also enable to service the customers more effectively.

Subject to any unforeseen circumstances, your Company is expected to register a significant growth in 2014-15.

Fixed deposits

Your Company has not accepted any fixed deposits during the year.

Subsidiary Company

Your Company had setup a wholly owned subsidiary in Germany in the name and style ''Roto Pumpen GmbH. The subsidiary company has yet not started its business activities and the same may be started during the later part of the current year. Annual accounts of the subsidiary company for the financial year ended 31st March, 2014 in terms of the provisions of section 212 (1) read with section 212 (2) a (ii) of the Companies Act, 1956 are annexed. A statement pursuant to the provisions of Section 212 (3) and Section 212 (5) of the Companies Act, 1956 in respect of the subsidiary company is also annexed. The Consolidated Financial Statements include financial statements of the subsidiary company.

Joint Venture Company

Your Company has setup a joint venture company in Singapore in April 2014 in the name and style of Roto Overseas Pte Ltd with Mr. Ed Lemke, Managing Director, Ecochem Pumps (Pty) Ltd, South Africa in the proportion of 60:40. The joint venture company has acquired a strategic stake of 51% in Ecochem Pumps (Pty) Ltd. Ecochem Pumps Pty Ltd is engaged in the business of distribution of pumps and related equipment in African Region. This would facilitate easy entry of your Company''s products into the vast South African Market

Listing of Shares

The Equity Shares of your Company are presently listed at the BSE Ltd, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400001, The Delhi Stock Exchange Ltd., DSE House, 3 / 1, Asaf Ali Road, New Delhi - 110 002 and The U. P. Stock Exchange Ltd., Padam Towers, 14/113, Civil Lines, Kanpur - 208 001. The Annual Listing fee for the year has been fully paid.

Considering the requirement of the U. P. Stock Exchange Ltd and in view of the zero trading in your Company''s shares on Kanpur and Delhi Stock Exchanges, the Board has at its meeting held on 13th August 2014 approved delisting of your Company''s shares from The Delhi Stock Exchange Ltd. and The U. P. Stock Exchange Ltd.

Directors

Pursuant to the provisions of the Companies Act, 2013 read with the Articles of Association of the Company, Mr. Anurag Gupta, Director retires from the Board by rotation, and is eligible for re-appointment.

Mrs. Annapurna Dixit, Independent Additional Director was appointed by the Board and holds office upto the date of the ensuing Annual General Meeting. Mrs. Dixit is eligible and offered herself for re-appointment as an independent director for a consecutive term of five years.

Mr. B. S. Ramaswamy, Dr. Ramesh Chandra Vaish, Mr. Anand Bordia and Mr. Vijoy Kumar are independent directors of the Company, liable to retire by rotation under the provisions of the Companies Act, 1956. In terms of the provisions of the Companies Act, 2013, independent directors shall hold office for a consecutive term of five year. They are eligible and have offered for re-appointment as independent directors for a consecutive term of five years.

Auditors

The term of the present Auditors of the Company, M/s A. Kay Mehra & Co., Chartered Accountants, New Delhi, will expire at the conclusion of the ensuing Annual General Meeting. They have been Auditors of the Company since inception. In terms of the provisions of the Companies Act, 2013, your Company has a time of three years to change the Auditors and would comply with the same in due course. As such, they are eligible for re-appointment.

The observation of the Auditors in their report read with notes to the accounts are self-explanatory and do not call for any further information / clarification.

Branch Auditors

The term of the Branch Auditors of the Warehouse and Marketing Offices of the Company in Australia and U. K., M/s G C Perry & Co., Certified Practicing Accountant, Australia and M/s Layton Lee, Chartered Accountants, U.K., respectively, will expire at the conclusion of the ensuing Annual General Meeting and they are eligible for re-appointment.

Cost Auditor

M/s Chandra Wadhwa & Co., Cost Accountants, New Delhi were appointed as the Cost Auditor of the Company pursuant to an order made under section 233 B of the Companies Act, 1956 for conducting audit of the cost accounts maintained by the Company for the financial year ended 31st March, 2014. Cost Audit Report for 2012-13 was filed on 18th December, 2013. The due date for filing of the same was 30th September, 2013.

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

Particulars with respect to conservation of energy etc. as required under Section 217 (1) (e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the report of Board of Directors) Rules, 1988 are as under:

Conservation of Energy:

Although the Company''s operations involve low energy consumption, due attention was paid to optimise the use of energy by improved operational methods. The efforts to conserve and optimise the use of energy by improved operational methods and other means will continue.

The Efforts to conserve and optimise the use of energy have an impact of reducing energy consumption and thereby reducing cost of production of goods.

Technology Absorption, Adaptation and Innovation:

The Company made further progress in the product development work for complete range of pumps as well as developing other cost effective pumps. The Company is constantly exploring the possibility of diversification / alliance by contacting leading overseas manufacturers of fluid engineering equipment.

Personnel

The Board places on record its appreciation of the hard work and dedicated efforts put in by all the employees of the Company. The relations between the management and the employees continued to be cordial. Information as per Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 for the financial year ended 31st March, 2014 are annexed and marked as Annexure 2, which forms part of this report.

Corporate Governance

As required by Clause 49 of the Listing Agreement with the Stock Exchanges, Management Discussion & Analysis Report and Corporate Governance Report as well as the Auditor''s Certificate regarding compliance of the conditions of Corporate Governance, form part of this Report.

Directors'' responsibility statement

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956, your Directors, based on the representations received from the operating management, confirm that:

a. In the preparation of the annual accounts, the applicable accounting standards have been followed alongwith proper explanation relating to material departures.

b. They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2014 and of the profit of the Company for the financial year ended on that date.

c. They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d. They have prepared the annual accounts on a going concern basis.

Acknowledgements

Your Directors wish to place on record their deep sense of appreciation of the co-operation, support and assistance extended by Government Departments, Banks, Business Associates and are especially grateful to all the Shareholders for their support and the confidence reposed in the Company, which has been a source of immense strength to the Company

For and on behalf of the Board

Sd/- Place : Noida Harish Chandra Gupta Dated : 13.08.2014 Chairman & Managing Director


Mar 31, 2013

To the Members of ROTO PUMPS LIMITED

The Directors have pleasure in presenting herewith the Thirty Eighth Annual Report and Audited Statement of Accounts of the Company for the Financial Year ended 31st March, 2013.

FINANCIAL RESULTS

The summarized financial performance of the Company for the financial year ended 31st March, 2013 as compared to the previous year is as under:

Amount Rs. in lacs

Particulars Financial Year Ended

31st March, 2013 31st March, 2012

Revenue from Operations 8,871.49 7,627.92

Other Income 40.56 73.73

Profit/(loss) before interest, depreciation and taxation 1,644.17 1,464.51

Interest 187.45 193.31

Depreciation 253.87 195.95

Profit before Taxation 1,202.85 1,075.25

Taxation 397.09 347.78

Profit after tax 805.76 727.47

Profit brought forward 1,983.62 1,421.05

Profit available for appropriation 2,789.38 2,148.52 Appropriations:

Proposed Dividend 77.27 77.27

Dividend Distribution Tax 12.53 12.53

Transfer to General Reserve 82.00 75.10

Surplus carried to Balance Sheet 2,617.58 1,983.62

Dividend

Your Directors are pleased to recommend a dividend of Rs. 2.50 per share of Rs. 10/- each i.e. 25% for the financial year ended 31st March, 2013, which if approved by the members at the forthcoming Annual General Meeting will be paid out of the profits of the Company for the said year. The payout of Dividend will involve cash outflow of Rs. 89.80 lacs including dividend tax.

Transfer to the Investor Education and Protection Fund

In terms of Section 205C of the Companies Act, 1956 the unclaimed dividend relating to the financial year 2004-05 has been remitted to the Investor Education and Protection Fund established by the Central Government. Further, the unclaimed dividend relating to the financial year 2005-06 is becoming due for remittance on 4th November, 2013 to the said Investor Education and Protection Fund.

Year in retrospect

Your Company has registered the highest ever income from operations of Rs. 8,871.49 Lacs representing an increase of 16.30% over previous year''s turnover of Rs. 7,627.92 lacs. The Export turnover during the year was Rs. 5,538.69 lacs as compared to Rs. 4,607.58 lacs in the preceding year, this amounts to an increase of 20.20% over last year. Export Sales constitutes 62.73% of total sales.

Outlook

Your Company''s operations are showing consistent improvements. However, time ahead looks challenging. Indian Economy is expected to grow by 5.50% in 2013-14. There are concerns of Government''s policy decision fronts, which is compounding the severity of the adverse situations. Unless, Government comes out with concrete policy decisions paving the way for infrastructure and industrial development, growth expectation would be minimal.

On the International front, the scenario is also not looking promising in emerging economies; however there is silver lining as the U S economy is showing signs of improvements. Your Company would continue to grow its export sales mainly in U S and middle east markets as well as through its Warehouse and Marketing Offices in U.K. and Australia.

Subject to unforeseen circumstances, the Company is expected to register an improved performance in 2013-14.

Construction work at Greater Noida Project is in full swing. The Project is scheduled to be functional in the fourth quarter of the current financial year. This would enhance the Company''s ability to service the Customers'' more efficiently and cater to market of the higher capacity pumps as well.

Fixed deposits

Your Company has not accepted any fixed deposits during the year.

Subsidiary Company

Your Company had setup a wholly owned subsidiary in Germany in the name and style ''Roto Pumpen GmbH. The subsidiary company has yet not started its business activities and the same may be stared during the later part of the current year. Annual accounts of the subsidiary company in terms of the provisions of section 212 (1) read with section 212 (2) a (ii) of the Companies Act, 1956 are annexed. A statement pursuant to the provisions of Section 212 (3) and Section 212 (5) of the Companies Act, 1956 in respect of the subsidiary company is also annexed. The Consolidated Financial Statements include financial results of the subsidiary company.

Listing of Shares

The Equity Shares of your Company are presently listed at the BSE Ltd, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400001, The Delhi Stock Exchange Association Ltd., DSE House, 3/1, Asaf Ali Road, New Delhi - 110 002 and The U. P. Stock Exchange Association Ltd., Padam Towers, 14/113, Civil Lines, Kanpur - 208 001. The Annual Listing fee for the year has been fully paid.

Directors

Pursuant to the provisions of the Companies Act, 1956 read with the Articles of Association of the Company, Dr. Ramesh Chandra Vaish and Mr. Vijoy Kumar, Directors are due to retire from the Board by rotation, and are eligible for reappointment.

Auditors

The term of the present Auditors of the Company, M/s A. Kay Mehra & Co., Chartered Accountants, New Delhi, will expire at the conclusion of the ensuing Annual General Meeting. They are eligible for re-appointment.

The observation of the Auditors in their report read with notes to the accounts are self-explanatory and do not call for any further information/clarification.

Branch Auditors

The term of the Branch Auditors of the Warehouse and Marketing Offices of the Company in Australia and U.K., M/s G C Perry & Co., Certified Practicing Accountant, Australia and M/s Layton Lee, Chartered Accountants, U.K., respectively, will expire at the conclusion of the ensuing Annual General Meeting and they are eligible for re-appointment.

Cost Auditor

M/s Chandra Wadhwa & Co., Cost Accountants, New Delhi were appointed as the Cost Auditor of the Company pursuant to an order made under section 233 B of the Companies Act, 1956 for conducting audit of the cost accounts maintained by the Company for the financial year ended 31st March, 2013. Cost Audit Report for 2011-12 was filed on 18th January 2013. The due date for filing of the same was 28th February 2013

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Out Go

Particulars with respect to conservation of energy etc. as required under Section 217 (1) (e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the report of Board of Directors) Rules, 1988 are as under:

Conservation of Energy:

Although the Company''s operations involve low energy consumption, due attention was paid to optimize the use of energy by improved operational methods. The efforts to conserve and optimize the use of energy by improved operational methods and other means will continue.

The Efforts to conserve and optimize the use of energy have an impact of reducing energy consumption and thereby reducing cost of production of goods.

Technology Absorption, Adaptation and Innovation:

The Company made further progress in the product development work for complete range of pumps as well as developing other cost effective pumps. The Company is constantly exploring the possibility of diversification/alliance by contacting leading overseas manufacturers of fluid engineering equipment.

Foreign Exchange Earnings and Outgo:

Particulars with respect to Foreign Exchange Earnings and Outgo etc. as required under Section 217 (1) (e) of the Companies Act, 1956 and the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 for the financial year ended 31st March, 2013 are annexed and marked as Annexure-1 which forms part of this report.

Personnel

The Board places on record its appreciation of the hard work and dedicated efforts put in by all the employees of the Company. The relations between the management and the employees continue to be cordial. Information as per Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 for the financial year ended 31st March, 2013 are annexed and marked as Annexure-2, which forms part of this report.

Corporate Governance

As required by Clause 49 of the Listing Agreement with the Stock Exchanges, Management Discussion & Analysis Report and Corporate Governance Report as well as the Auditor''s Certificate regarding compliance of the conditions of Corporate Governance, form part of this Report.

Directors'' responsibility statement

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 your Directors, based on the representations received from the operating management, confirm that:

a. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

b. They have selected such accounting policies and applied them consistently and made judgments and estimates which 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, 2013 and of the profit of the Company for the financial year ended on that date.

c. They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d. They have prepared the annual accounts on a going concern basis.

Acknowledgements

Your Directors wish to place on record their deep sense of appreciation of the co-operation, support and assistance extended by Government Departments, Banks, Business Associates and are especially grateful to all the Shareholders for their support and the confidence reposed in the Company, which has been a source of immense strength to the Company.

For and on behalf of the Board

Sd/-

Place : Noida Harish Chandra Gupta

Dated : 08.08.2013 Chairman & Managing Director


Mar 31, 2012

To the Members of ROTO PUMPS LIMITED

The Directors have pleasure in presenting herewith the Thirty Seventh Annual Report and Audited Statement of Accounts of the Company for the Financial Year ended 31st March, 2012.

FINANCIAL RESULTS

The summarized financial performance of the Company for the financial year ended 31st March, 2012 as compared to the previous year is as under:

Amount Rs.in lacs

Particulars Financial Year Ended 31st March, 2012 31st March, 2011

Revenue from Operations 7627.92 47.24

Other Income 73.73 46.35

Profit / (loss) before interest, depreciation and taxation 1464.51 1130.03

Interest 193.31 161.36

Depreciation 195.95 150.24

Profit before Taxation 1075.25 818.43

Taxation 347.78 279.33

Profit after tax 727.47 539.10

Profit brought forward 1421.05 1025.94

Profit available for appropriation 2148.52 1565.04

Appropriations:

Proposed dividend 77.27 77.27

Dividend Tax 12.53 12.83 Transfer to General Reserve 75.10 53.89

Surplus carried to Balance Sheet 1983.62 1421.05

Dividend

Your Directors are pleased to recommend a dividend of Rs 2.50 per share of Rs 10/- each i.e. 25% for the financial year ended 31st March, 2012, which if approved by the members at the forthcoming Annual General Meeting will be paid out of the profits of the Company for the said year. The payout of Dividend will involve cash outflow of Rs 89.80 lacs including dividend tax.

Transfer to the Investor Education and Protection Fund

In terms of Section 205C of the Companies Act, 1956, the unclaimed dividend relating to the financial year 2004-05 is due for remittance on 4th November, 2012 to the Investor Education and Protection Fund established by the Central government.

Year in retrospect

Your Company has registered the highest ever turnover of Rs 7701.65 Lacs representing an increase of 28.50% over previous year's turnover of Rs 5993.59 lacs. The Export turnover during the year was Rs 4595.90 lacs as compared to Rs 3488.77 lacs in the preceding year, this amounts to an increase of 31.73% over last year. Export Sales constitutes 58.26% of total sales.

Outlook

Your Company's operations are showing consistent improvements. Indian Economy is expected to grow by 6.50% in 2012- 13. This would offer growth opportunities particularly in infrastructure development and related projects which would result in increased opportunities for growth of the Company.

On the International front, your Company had setup a wholly owned subsidiary company in Germany to carry on sales and marketing activities in Germany and adjoining German speaking Countries to cater to the customers in that region more effectively. The Subsidiary Company did not commence its business activities due to downturn in European economy particularly in manufacturing sector. It was decided to defer the commencement of business activities of the German subsidiary to the later part of the current year. Continued acceptance of the Company's products in established markets and new markets in Middle East and America and the operations of Warehouse and Marketing Offices in U.K. and Australia would lead to increased export turnover.

Subject to the unforeseen circumstances, the Company is expected to register an improved performance in 2012-13.

Your Company has undertaken an expansion cum modernization of the production facilities to augment its capacities as well as to improve operational efficiencies to cater to increased demand. In this direction, your Company has acquired efficient machines / machining centers. The new machines / machining centers have been installed in existing location. Your Company had also acquired Industrial Land of 20,000 Sqm but has not been able to commence construction activities due to lack of proper infrastructure at the site. It is planned to start construction for production facilities at the said new location in the third quarter of the current year and it would take around one year to complete the work.

Fixed deposits

Your Company has not accepted any fixed deposits during the year.

Subsidiary Company

Your Company had setup a wholly owned subsidiary in Germany in the name and style â€Â˜Roto Pumpen GmbH. The subsidiary company has yet not started its business activities and the same may be stared during the later part of the current year. Annual accounts of the subsidiary company in terms of the provisions of section 212 (1) read with section 212 (2) a (ii) of the Companies Act, 1956 are annexed. A statement pursuant to the provisions of Section 212 (3) and Section 212 (5) of the Companies Act, 1956 in respect of the subsidiary company is also annexed. The Consolidated Financial Statements include financial results of the subsidiary company.

Listing of Shares

The Equity Shares of your Company are presently listed at the BSE Ltd, Phiroze Jeejeebhoy Towers, Dalai Street, Mumbai

- 400001, The Delhi Stock Exchange Association Ltd., DSE House, 3/1, Asaf Ali Road, New Delhi - 110 002 and The U. P. Stock Exchange Association Ltd., Padam Towers, 14/113, Civil Lines, Kanpur - 208 001. The Annual Listing fee for the year has been fully paid.

Directors

Pursuant to the provisions of the Companies Act, 1956 read with the Articles of Association of the Company, Mrs. Asha Gupta and Mr. Arvind Veer Gupta, Directors are due to retire from the Board by rotation, and are eligible for re-appointment.

Auditors

The term of the present Auditors of the Company, M/s A. Kay Mehra & Co., Chartered Accountants, New Delhi, will expire at the conclusion of the ensuing Annual General Meeting. They are eligible for re-appointment.

The observation of the Auditors in their report read with notes to the accounts are self-explanatory and do not call for any further information / clarification.

Branch Auditors

The term of the Branch Auditors of the Warehouse and Marketing Offices of the Company in Australia and U.K., M/s G C Perry & Co., Certified Practicing Accountant, Australia and M/s Layton Lee, Chartered Accountants, U.K., respectively, will expire at the conclusion of the ensuing Annual General Meeting and they are eligible for re-appointment.

Cost Auditor

M/s Chandra Wadhwa & Co., Cost Accountants, New Delhi were appointed as the Cost Auditor of the Company pursuant to an order made under section 233 B of the Companies Act, 1956 for conducting audit of the cost accounts maintained by the Company for the financial year ended 31st March , 2012.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Out Go

Particulars with respect to conservation of energy etc. as required under Section 217 (1) (e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the report of Board of Directors) Rules, 1988 are as under:

Conservation of Energy:

Although the Company's operations involve low energy consumption, due attention was paid to optimise the use of energy by improved operational methods. The efforts to conserve and optimise the use of energy by improved operational methods and other means will continue.

The Efforts to conserve and optimise the use of energy have an impact of reducing energy consumption and thereby reducing cost of production of goods.

Technology Absorption, Adaptation and Innovation:

The Company made further progress in the product development work for complete range of pumps as well as developing other cost effective pumps. The Company is constantly exploring the possibility of diversification / alliance by contacting leading overseas manufacturers of fluid engineering equipment.

Foreign Exchange Earnings and Outgo:

Particulars with respect to Foreign Exchange Earnings and Outgo etc. as required under Section 217 (1) (e) of the Companies Act, 1956 and the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 for the financial year ended 31st March, 2012 are annexed and marked as Annexure - 1 which forms part of this report.

Personnel

The Board places on record its appreciation of the hard work and dedicated efforts put in by all the employees of the Company. The relations between the management and the employees continue to be cordial. Information as per Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 for the financial year ended 31st March, 2012 are annexed and marked as Annexure 2, which forms part of this report.

Corporate Governance

As required by Clause 49 of the Listing Agreement with the Stock Exchanges, Management Discussion & Analysis Report and Corporate Governance Report as well as the Auditor's Certificate regarding compliance of the conditions of Corporate Governance, form part of this Annual Report.

Directors' responsibility statement

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956, your Directors, based on the representations received from the operating management, confirm that;

a. In the preparation of the annual accounts, the applicable accounting standards have been followed alongwith proper explanation relating to material departures.

b. They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2012 and of the profit of the Company for the financial year ended on that date.

c. They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d. They have prepared the annual accounts on a going concern basis.

Acknowledgements

Your Directors wish to place on record their deep sense of appreciation of the co-operation, support and assistance extended by the Government Departments, Banks, Business Associates and are especially grateful to all the Shareholders for their support and the confidence reposed in the Company, which has been a source of immense strength to the Company.

For and on behalf of the Board Place : Noida Harish Chandra Gupta

Dated : 13.08.2012 Chairman & Managing Director


Mar 31, 2011

To the Members of

ROTO PUMPS LIMITED

The Directors have pleasure in presenting herewith the Thirty Sixth Annual Report and Audited Statement of Accounts of the Company for the Financial Year ended 31 st March, 2011.

FINANCIAL RESULTS

The summarized financial performance of the Company for the financial year ended 31 st March, 2011 as compared to the previous year is as under:

Amount Rs. in lacs

Particulars 2010-11 2009-10

Sales Turnover 6,155.08 5,144.70

Other Income 74.75 21.75

Profit / (loss) before interest, depreciation and taxation 1,130.52 876.24

Interest 161.36 115.15

Depreciation 150.24 133.49

Profit before Taxation 818.91 627.60

Taxation 280.05 212.16

Profit after tax 538.86 415.44

Profit brought forward 1,025.94 713.98

Profit available for appropriation 1,564.80 1,129.42

Appropriations

Proposed dividend 77.27 61.85

Dividend Tax 12.59 10.50

Transfer to General Reserve 53.89 31.16

Surplus carried to Balance Sheet 1,421.05 1,025.94

DIVIDEND

Your Directors are pleased to recommend a dividend of Rs. 2.50 per share of Rs. 10/- each i.e. 25% for the financial year ended 31 st March, 2011, which if approved by the members at the forthcoming Annual General Meeting will be paid out of the profits of the Company for the said year. The payout of Dividend will involve cash outflow of Rs. 90.10 lacs including dividend tax.

YEAR IN RETROSPECT

Your Company has registered the highest ever turnover of Rs. 6,155.08 Lacs representing an increase of 19.64% over previous year's turnover of Rs. 5,144.70 lacs. The Export turnover during the year was Rs. 3,488.77 lacs as compared to Rs. 2,742.44 lacs in the preceding year, this amounts to an increase of 27.21% over last year. Export Sales constitutes 56.68% of total sales.

OUTLOOK

Your Company's operations are showing consistent improvements. Indian Economy is expected to grow by 7.50% in 2011-12. This would offer growth opportunities particularly in infrastructure development and related projects which would result in increased opportunities for growth of the Company.

On the International front, your Company has setup a wholly owned subsidiary company in Germany to carry on sales and marketing activities in Germany and adjoining German speaking Countries to cater to the customers in that region more effectively. The subsidiary company would start its business activities in the later part of the current year. Continued acceptance of the Company's products in established markets and the operations of Warehouse and Marketing Offices in U. K. and Australia and functioning of German subsidiary, would lead to increased export turnover.

With the above, subject to unforeseen circumstances, the Company is expected to register an improved performance in 2011-12.

Your Company has undertaken an expansion cum modernization of the production facilities to augment its capacities as well as to improve operational efficiencies to cater to increased demand. In this direction, your Company has acquired efficient machines / machining centers. The new machines / machining centers are being installed at existing location. Your Company has also acquired an Industrial Land of 20,000 Sqm but has not been able to complete the modernization of the production facilities on this land, as the infrastructure development work on the land is not complete. Your Company may be able to start construction for production facilities and office at the said new location in the third quarter of the current year and it would take around one year to complete the work.

In order to introduce more cost effective and efficient products, the Company has also acquired new designs from United Kingdom. The new design pumps are currently under prototype development stage and would be launched in the market in the next financial year.

FIXED DEPOSITS

Your Company has not accepted any fixed deposits during the year.

SUBSIDIARY COMPANY

Your company did not have any subsidiary company as on 31 st March, 2011. However, a wholly owned subsidiary company, in the name and style 'Roto Pumpen GmbH is setup in Germany during the financial year 2011-12, which would start its business activities in the later part of the current year.

LISTING OF SHARES

The Equity Shares of your Company are presently listed at the Bombay Stock Exchange Ltd, Phiroze Jeejeebhoy Towers, Dalai Street, Mumbai-400001, The Delhi Stock Exchange Association Ltd., DSE House, 3/1, Asaf AN Road, New Delhi - 110 002 and The U. P. Stock Exchange Association Ltd., Padam Towers, 14/113, Civil Lines, Kanpur-208 001. The Annual Listing fee for the year has been fully paid.

DIRECTORS

Pursuant to the provisions of the Companies Act, 1956 read with the Articles of Association of the Company, Shri B. S. Ramaswamy and Shri Anurag Gupta, Directors are due to retire from the Board by rotation, and are eligible for re-appointment.

Shri Anand Bordia was appointed as a director in the, casual vacancy caused by the resignation of Shri K Chandramauli and holds office upto the date of the ensuing annual General Meeting. Your company has received a notice from a member alongwith the requisite security deposit signifying his intention to propose the candidature of Shri Anand Bordia for the office of the director of the Company.

AUDITORS

The term of the present Auditors of the Company, M/s A. Kay Mehra & Co., Chartered Accountants, New Delhi, will expire at the conclusion of the ensuing Annual General Meeting. They are eligible for re-appointment.

The observation of the Auditors in their report read with notes to the accounts are self-explanatory and do not call for any further information / clarification.

BRANCH AUDITORS

The term of the Branch Auditors of the Warehouse and Marketing Offices of the Company in Australia and U. K., M/s G C Perry & Co., Certified Practicing Accountant, Australia and M/s Layton Lee, Chartered Accountants, U.K., respectively, will expire at the conclusion of the ensuing Annual General Meeting and they are eligible for re-appointment.

COST AUDITOR

M/s Chandra Wadhwa & Co., Cost Accountants, New Delhi were appointed as the Cost Auditor of the Company pursuant to an order made under section 233 B of the Companies Act, 1956 for conducting audit of the cost accounts maintained by the Company for the financial year ended 31 st March, 2011.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUT GO

Particulars with respect to conservation of energy etc. as required under Section 217 (1) (e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the report of Board of Directors) Rules, 1988 are as under:

CONSERVATION OF ENERGY:

Although the Company's operations involve low energy consumption, due attention was paid to optimise the use of energy by improved operational methods. The efforts to conserve and optimise the use of energy by improved operational methods and other means will continue.

The Efforts to conserve and optimise the use of energy have an impact of reducing energy consumption and thereby reducing cost of production of goods.

TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION:

The Company made further progress in the product development work for complete range of pumps as well as developing other cost effective pumps. The Company is constantly exploring the possibility of diversification / alliance by contacting leading overseas manufacturers of fluid engineering equipment.

FOREIGN EXCHANGE EARNINGS AND OUTGO:

Particulars with respect to Foreign Exchange Earnings and Outgo etc. as required under Section 217 (1) (e) of the Companies Act, 1956 and the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 for the financial year ended 31 st March, 2011 are annexed and marked as Annexure - 1 which forms part of this report.

PERSONNEL

The Board places on record its appreciation of the hard work and dedicated efforts put in by all the employees of the Company. The relations between the management and the employees continue to be cordial. Information as per Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 for the financial year ended 31st March, 2011 are annexed and marked as Annexure 2, which forms part of this report.

CORPORATE GOVERNANCE

As required by Clause 49 of the Listing Agreement with the Stock Exchanges, Management Discussion & Analysis Report and Corporate Governance Report as well as the Auditors' Certificate regarding compliance of the conditions of Corporate Governance, form part of this Annual Report.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956, your Directors, based on the representations received from the operating management, confirm that;

a. In the preparation of the annual accounts, the applicable accounting standards have been followed alongwith proper explanation relating to material departures.

b. They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2011 and of the profit of the Company for the financial year ended on that date.

c. They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d. They have prepared the annual accounts on a going concern basis.

ACKNOWLEDGEMENTS

Your Directors wish to place on record their deep sense of appreciation of the co-operation, support and assistance extended by the Government Departments, Banks, Business Associates and are especially grateful to all the Shareholders for their support and the confidence reposed in the Company, which has been a source of immense strength to the Company.

For and on behalf of the Board

Place : Noida Harish Chandra Gupta

Dated : 06.08.2011 Chairman & Managing Director


Mar 31, 2010

The Directors have pleasure in presenting herewith their Thirty Fifth Annual Report and Audited Statement of Accounts of your Company for the financial year ended 31st March, 2010.

Financial Results

The summarised financial performance of your Company for the financial year ended 31 st March, 2010 as compared to the previous year is as under:

Amount (Rs. in lacs)

Particulars 2009-10 2008-09

Total Income 5,144.70 5,240.75

Profit(Loss) before Interest, Depreciation and Taxation 876.24 760.96

Less: Interest 115.15 120.37

Depreciation 133.49 120.50

Profit / (Loss) before Tax 627.60 520.09

Less: Provision for Income Tax 230.78 167.11

Provision for Fringe Benefit Tax - 10.56

Deferred Income Tax Charge/(Credit) (18.89) 9.24

Wealth Tax 0.29 0.13

415.42 333.05

Less: Adjustment for Income Tax for earlier years (0.02) 2,54

Adjustment for Fringe benefit tax for earlier years 0.04 -

Profit after Tax 415.44 330 51

Add: Balance brought forward from previous year 713.98 480.93

Profit available for Appropriation 1,129.42 81143 Appropriations

Proposed Dividend 61.82 61.82

Dividend Tax 10.50 10.50

Transfer to General Reserve 31.16 25 13

Surplus carried to Balance Sheet 1,025.94 713.98

Dividend

Your Directors are pleased to recommend a dividend of Rs. 21- per share (i.e. 20% on equity share of Rs 10/- each) for the financial year ended 31st March, 2010, which if approved by the members at the forthcoming Annual General Meeting, will be paid out of the profits of your Company for the said year. The payout of Dividend will involve cash outflow of Rs 72.32 lacs including dividend tax.

Year in retrospect

Your Company has achieved a total turnover of Rs. 5144.70 lacs against Rs. 5240.75 lacs in the previous year. The decrease in turnover was due to lower export sales of Rs. 2742.44 lacs as compared to Rs. 3044.47 lacs in the preceding year, which was mainly due to recessionary trend in the International market. Domestic sale during the year was Rs. 2402.26 lacs against Rs. 2173.82 lacs during the previous year. Warehouse cum Marketing Office in Australia and U K. achieved Sales turnover of Rs 2068.48 lacs against Rs 2310 18 lacs during the previous year. The profit after tax during the year was Rs 415.44 lacs as compared to Rs 330.51 lacs in the preceding year.

Outlook

Your Companys operations are showing improvements. Indian Economy is on a growth path and investment in new projects / infrastructure development is expected to grow, which would result in increased opportunities for growth of your Company.

On the International front, economic conditions are showing improvement. Continued acceptance of your Companys products in established markets and the operations of Warehouse cum Marketing Offices in U. K. and Australia, would lead to increased export turnover.

With the above, the performance of your Company is expected to register an improvement in 2010-11.

Your Company has undertaken an expansion cum modernization of the production facilities to augment its capacities as well as steps to improve operational efficiencies to cater to increased demand. In this direction, your Company has acquired some efficient machinery and also looking for other machineries. Your Company has got possession of its Industrial Land of 20,000 Sqm at Greater Noida, which would enable it to embark on expansion and complete modernisation of its production facilities

Fixed deposits

Your Company has not accepted any fixed deposits during the year

Information under Listing Agreement

The Equity Shares of your Company are presently listed at Bombay Stock Exchange Ltd, Phiroze Jeejeebhoy Towers, Dalai Street, Mumbai - 400001, The Delhi Stock Exchange Association Ltd., DSE House, 3 /1, Asaf Ali Road, New Delhi -110 002 and The U. P. Stock Exchange Association Ltd., Padam Towers, 14/113, Civil Lines, Kanpur-208 001 The Annual Listing fee for the year has been fully paid.

Directors

Shri G. K. Arora, Chairman of the Board of your Company passed away on 5th November, 2009 and as such ceased to be a director of your Company. Shri K. Chandramouli ceased to be a director due to resignation.

The Board of Directors of your Company had appointed Dr. Ramesh Chandra Vaish in the casual vacancy caused due to the sad demise of Shri G. K. Arora and Shri Anand Bordia in the casual vacancy caused due to the resignation of Shri K. Chandramouli. The Board had also appointed Shri Vijoy Kumar as an Additional Director of your Company. The Board of Directors had also re- designated Shri Harish Chandra Gupta as Chairman & Managing Director and Shri Anurag Gupta as Dy Managing Director of your Company

Dr. Ramesh Chandra Vaish and Shri Vijoy Kumar hold office upto the date of ensuing Annual General Meeting Your Company has received notices from the shareholders of your Company signifying their intention to propose candidature of Dr. Ramesh Chandra Vaish and Shri Vijoy Kumar for the office of Directors of your Company.

Pursuant to the provisions of the Companies Act, 1956 read with the Articles of Association of your Company, Shri Arvind Veer Gupta and Srht. Asha Gupta, Directors retire from the Board by rotation and are eligible for re-appointment

Auditors

The term of present Auditors of your Company, M/s A. Kay Mehra& Co., Chartered Accountants, New Delhi, will expire at the conclusion of the ensuing Annual General Meeting. They are eligible for re-appointment

The observation of the Auditors in their report read with notes to the accounts are self-explanatory and do not call for any further information / clarification.

Branch Auditors

The term of the Branch Auditors of the Warehouse cum Marketing Office of your Company in Australia and U K, M/s G C Perry & Co., Certified Practicing Accountant, Australiaand M/s Layton Lee, Chartered Accountants, U.K., respectively, will expire at the conclusion of the ensuing Annual General Meeting and they are eligible for re-appointment.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Out Go

Particulars with respect to conservation of energy etc. as required under Section 217 (1) (e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the report of Board of Directors) Rules, 1988 are as under:

Conservation of Energy:

Although your Companys operations involve low energy consumption, due attention was paid to optimise the use of energy by improved operational methods. The efforts to conserve and optimise the use of energy by improved operational methods and other means will continue.

The Efforts to conserve and optimise the use of energy have an impact of reducing energy consumption and thereby reducing cost of production of goods.

Technology Absorption, Adaptation and Innovation:

Your Company made further progress in the product development work for completing range of pumps as well as developing other cost effective pumps. Your Company is constantly exploring the possibility of diversification / alliance by contacting leading overseas manufacturers of fluid engineering equipment.

Foreign Exchange Earnings and Outgo:

Particulars with respect to Foreign Exchange Earnings and Outgo etc. as required under Section 217 (1) (e) of the Companies Act, 1956 and the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 for the financial year ended 31st March, 2010 are annexed and marked as Annexure -1, which forms part of this report

Personnel

The Board places on record its appreciation of the hard work and dedicated efforts put in by all the employees of your Company. The relations between the management and the employees continue to be cordial. The information as per Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 for the finacial year ended 31st March 2010 are annexed and marked as Annexure-2, which forms part of this report.

Corporate Governance

As required by Clause 49 of the Listing Agreement with the Stock Exchanges, Management Discussion & Analysis Report and Corporate Governance Report as well as the Auditors Certificate regarding compliance of the conditions of Corporate Governance, form part of this Annual Report.

Directors responsibility statement

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956, the Directors, based on the representations received from the operating management, confirm that;

a. In the preparation of the annual accounts, the applicable accounting standards have been followed alongwith the proper explanation relating to material departures.

b They have selected such accounting policies and applied them consistently and nriade judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company as at 31 st March, 2010 and of the profit of your Company for the financial year ended on that date.

c. They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities.

d. They have prepared the annual accounts on a going concern basis

Acknowledgements

Your Directors wish to place on record their deep sense of appreciation of the co-operation, support and assistance extended by the Government Departments, Banks, Business Associates and are especially grateful to all the Shareholders for their support and the confidence reposed in the Company, which has been a source of immense strength to your Company.

For and on behalf of the Board

Place Noida Harish Chandra Gupta

Dated 02 08 2010 Chairman & Managing Director

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