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Directors Report of Signet Industries Ltd.

Mar 31, 2015

The Directors are pleased to present the Thirtieth Annual Report and the Company's Audited Financial Statement for the financial year ended March 31, 2015.

FINANCIAL HIGHLIGHTS

(Rs. in Lacs)

Particulars 2014-2015 2013-2014

Sales & Other Income 66319.36 62087.52

Total Expenditure 59934.87 54857.28

Earning before Finance 6384.49 7230.24 Cost, Depreciation & Tax

Less: Finance Cost 4258.73 4464.66

Depreciation & Amortization 645.05 643.70 Expenses

Profit before Tax and 1480.71 2121.88 extraordinary items

Exceptional & 92.43 - Extraordinary items

Profit before Tax 1573.14 2121.88

Current Tax 310.87 445.00

Deferred Tax 91.21 111.87

Tax Relating to Earlier Year Tax 0.70 -

Profit (Loss) for the Year 1170.35 1565.01 Basic & Diluted Earnings Per Equity Shares of Face Value of

Rs. 10/- each. (In Rs.) 4.01 5.26

Financial Performance

The Company continued to maintain its upward trend by registering Sales of Rs. 65626.64 lacs as against Rs. 61246.64 lacs in the previous year. However, Profit before Finance Costs, Depreciation, and Tax has decreased from Rs. 7230.24 lacs to Rs. 6384.49 lacs. After providing for finance costs and Depreciation amounting to Rs. 4258.73 lacs and Rs. 645.05 lacs respectively and giving effect of extraordinary items arising due to change in depreciation owing to change in useful life of Assets amounting to Rs. 92.43 lacs, the Profit before Tax for the year under review has amounted to Rs. 1573.14 lacs as compared to Rs 2121.88 lacs in the previous year. Net profit after tax for the year is Rs. 1170.35 lacs as compared to Rs 1565.01 lacs in the previous year.

Listing information

During the year under review the equity shares of the Company are also listed and admitted to dealing on the National Stock Exchange of India Limited (NSE) with effect from 13th March, 2015 along with the BSE Limited.

Change In The Share Capital

The authorized share of the Company as on 31st March, 2015 is Rs. 50.00/- Crores. During the year under review the Company has increased the authorized share capital from Rs. 35.00 crores( Rupees Thirty-five Crores only) to Rs. 50.00 crores (Rupees Fifty Crores only) divided into 3,00,00,000 (Three Crores) equity shares of Rs.10/- (Rs. Ten only) each, 50,00,000 (Fifty Lakhs) 5% Non- Cumulative Redeemable Preference Shares of Rs.10 (Rs. Ten only) each and 1,50,00,000 (One Crore Fifty Lacs) 2% Non-convertible Non-Cumulative Redeemable Preference Shares of Rs.10 (Rs. Ten only) each.

The paid up share capital of the Company is Rs. 39,58,70,000/ divided into 2,91,87,000 Equity shares of Rs.10 each fully paid up, 50,00,000 5% Non Convertible, Non Cumulative Redeemable Preference Shares of Rs.10 each fully paid up AND 54,00,000 2% Non Convertible, Non Cumulative Redeemable Preference Shares of Rs.10 each fully paid up.

During the year under review the Company has issued 54,00,000 2% Non-convertible Non-cumulative Redeemable Preference Shares of Rs. 10/- each at the price of Rs.50 per share (including premium of Rs. 40 per share) on private placement basis to the selected group of investors.

Your Board of directors has recommended for sub-division of Equity Shares of Rs. 10/- each into Ten Equity Shares of Rs.1/- each which was approved by the Shareholders through postal ballot and e-voting on 24th July, 2015. Accordingly, the 1 (One) Equity Shares of face value of Rs. 10/- each will be sub-divided into 10 (Ten) Equity Shares of face value of Rs. 1/- each by way of corporate action to the shareholders who held the shares on the Record Date dated 19th August, 2015.

Dividend

With a view of augmenting the financial resources for generating stable growth the Board of Directors of the company has decided to carry forward entire profit and hence they did not propose any dividend for the financial year on equity shares.

Transfer of unclaimed dividend to investor education and protection fund

Pursuant to the provisions of section 125 of the Companies Act, 2013, amount lying unclaimed in the unpaid dividend accounts of the Company, is required to be transferred to the Investor Education and Protection Fund (IEPF) of the Central Government after such amount has remained unclaimed or unpaid for a period of seven years from the date of transfer to the unpaid dividend account.

During the year, the Company transferred an amount of Rs. 367,462/- to the IEPF being the unclaimed dividend for the financial period ended 31st March, 2007.

The Company shall transfer the unpaid divided to the IEPF of the Central Government after 7 years from the date of transfer to the unpaid divided from the year 2007-08 and onward. The Shareholders are requested to encase their unpaid dividend warrants or approach to the company for renewal thereof immediately.

Subsidiaries, Joint Ventures and Associate Companies

Pursuant to the provisions of section 2(6), 2(87) the Company was not having any subsidiary, associate or joint venture company at the beginning ordering the financial year as well as at the end of the financial year 2015.

Directors Responsibility Statement

Your Directors state that:

a) in the preparation of the annual accounts for the year ended March 31, 2015, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

b) the Directors 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 March 31, 2015 and of the profit of the Company for the year ended on that date;

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors have prepared the annual accounts on a 'going concern' basis;

e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

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

Management Discussion and Analysis Report

The Management Discussion and Analysis forms an integral part of this Report and gives detail of the overall industry structure, developments, performance and state of affairs of the Company's various businesses viz., the decorative business international operations, industrial and home improvement business, internal controls and their adequacy, risk management systems and other material developments during the financial year (Annexure I).

Corporate Governance

Corporate Governance is an ethically driven business process that is committed to values aimed at enhancing an organizations brand and reputation. The Companies Act, 2013 and amended Listing Agreement have strengthened the governance regime in the country. The Company is in compliance with the governance requirements provided under the new law and had proactively adopted many provisions of the new law, ahead of time. The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI.

A separate report on Corporate Governance (Annexure- II) is provided together with a Certificate from the Statutory Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Equity Listing Agreement with the Stock Exchange(s) (Annexure-III). A Certificate of the MD and CFO of the Company in terms of sub-clause IX of Clause 49 of Equity Listing Agreement, inter alia, confirming the correctness of the financial statements and cash flow statements, adequacy of the internal control measures and reporting of matters to the Audit Committee, is also annexed. (Annexure IV)

Fixed Deposits

During the financial year 2014-15, the Company has not accepted any deposit within the meaning of Sections 73 and 74 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014 and there is no outstanding amount of deposits as at 31st March, 2015.

Further that the Company has not accepted any deposits in contravention of the provisions of the Companies Act, 2013.

Contracts and Arrangements with Related Parties

During the financial year 2014-15, the Company has entered into transactions with related parties as defined under Section 2(76) of the Companies Act, 2013 read with Companies (Specification of Definitions Details) Rules, 2014, which were in the ordinary course of business and on arms' length basis and in accordance with the provisions of the Companies Act, 2013, Rules issued there under and Clause 49 of the Listing Agreement. During the financial year 2014-15, there were no transactions with related parties which qualify as material transactions under the Listing Agreement and the Companies Act.

In line with the requirements of the Companies Act, 2013 and Equity Listing Agreement, the Company has formulated a Policy on Related Party Transactions which is also available on Company's website at www.groupsignet.com/investorrelations/ Policies. The Policy intends to ensure that proper reporting; approval and disclosure processes are in place for all transactions between the Company and Related Parties. Therefore the Company is not required to furnish any particulars in the Form AOC-2.

Corporate Social Responsibility

As part of its initiatives under Corporate Social Responsibility (CSR) the Company has undertaken projects which are largely in accordance with Schedule VII of the Companies Act, 2013. The details of the same are attached as Annexure-V in the report.

Risk Management

In line with the regulatory requirements, the Company has framed a Risk Management Policy to identify and access the key business risk areas and a risk mitigation process. A detailed exercise is being carried out at regular intervals to identify, evaluate, manage and monitor all business risks. The Board periodically reviews the risks and suggests steps to be taken to control and mitigate the same through a properly defined framework.

Internal Financial Control

According to Section 134(5) (e) of the Companies Act, 2013 the term Internal Financial Control (IFC) means the policies and procedures adopted by the company for ensuring the orderly and efficient conduct of its business, including adherence to company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information.

The Company has adequate system of internal controls to ensure that all the assets are safeguarded and are productive. Necessary checks and controls are in place to ensure that transactions are properly verified, adequately authorized, correctly recorded and properly reported. The Internal Auditors of the Company conducts Audit of various departments to ensure that internal controls are in place

Directors

Appointment

During the financial year 2014-15 Mrs. Nishtha Neema and Mr. Akhilesh Gupta were appointed as Additional director in the category of Independent Directors of the Company at the meeting of the Board of Directors of the Company held on 13th August, 2014 and 14th February, 2015 respectively. Subsequently Mrs. Nishtha Neema was appointed as an Independent Director by the shareholders at the AGM held on 30th September, 2014. Mrs. Nishitha Neema was also considered as the Women Director as required under section 149 read with the Clause 49 of the Listing Agreement.

The Independent directors have submitted a declaration as required under section 149(6) confirming that they fulfill the criteria of independence and in accordance with the opinion of the Board, all the independent directors are eligible to hold the said position.

Resignation

Shri Ankit Bhandari and Shri Deepak Mehta, Independent Directors have resigned from the Board w.e.f. 13th August, 2014 due to their pre-occupations accordingly they were stepped down from the Board of Directors of the Company w.e.f. 13th August, 2014.

The Board places on record its appreciation for their valuable contribution during their association with the Company.

Mr. Saurabh Sangla (DIN: 00206069) will retire by rotation at ensuing Annual General Meeting and being eligible, offer himself for re-appoint.

Annual Evaluation of Board's performance:

In terms of the provisions of the Companies Act, 2013 read with Rules issued there under and Clause 49 of the Listing Agreement, the Board of directors on recommendation of the Nomination and Remuneration Committee, have evaluated the effectiveness of the Board/ Director(s) for the financial year 2014-15.

Key Managerial Personnel

The Key Managerial Personnel (KMP) in the Company as per Section 2(51) and 203 of the Companies Act, 2013 are as follows:

Mr. Mukesh Sangla: Managing Director (DIN: 00189676)

Mr. Sumit Jamad: Chief Financial Officer

Mrs. Preeti Singh: Company Secretary & Compliance Officer

During the year there was no change (appointment or cessation) in the office of any KMP.

Number of Meetings of the Board

The details of the number of Board and Audit Committee meetings of the Company are set out in the Corporate Governance Report which forms part of this Report.

Disclosure Relating to Remuneration of Directors, Key Managerial Personnel And Particulars of Employees

In terms of the provisions of the Companies Act, 2013 read with Rules 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the remuneration of Managerial personal is set out in the 'Annexure VI' which forms part of this report.

Disclosure under the Sexual Harassment of Women at Workplace (Prevention, and Redressal) Act, 2013

In accordance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules made there under, the Company formulated an internal policy on Sexual Harassment at workplace (Prevention, Prohibition and Redressal) which is also available on Company's website at www.groupsignet.com/investorrelations/ Policies during the year under review.

The policy aims at educating employees on conduct that constitute sexual harassment, ways and means to prevent occurrence of any such incident, and the mechanism for dealing with such incident, and the mechanism for dealing with such incident in the unlikely event of its occurrence. The Company has also constituted an Internal Committee as required under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules made there under. The Company has zero tolerance on Sexual Harassment at workplace. During the year under review, no complaints were received against the sexual harassment at workplace.

Auditors & their Report

A. Statutory Auditors:

The Company's Auditors M/s Ashok Khasgiwala & Co., Chartered Accountants (F.R.No. 000743C), who are the statutory auditors of the Company, hold office till the conclusion of the forthcoming AGM and being eligible have consented and offered them-selves for re- appointment. Pursuant to the provisions of section 139 of the Companies Act, 2013 and the Rules framed there under, it is proposed to appoint M/s Ashok Khasgiwala & Co., Chartered Accountants (F.R.No. 000743C) as statutory auditors of the Company from the conclusion of the forthcoming AGM till the conclusion of the 32nd AGM to be held in the year 2017, subject to ratification of their appointment at every AGM. The Notes on financial Statement for the year 2014-15 referred to in the Auditor's Report are self-explanatory and do not call for any further comments. The Auditor's report does not contain any qualification, reservation or adverse remark.

B. Cost Auditors:

Pursuant to provisions of section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, amended time to time, the Company has appointed Cost Auditor M/s A.KJain& Associates for the year 2015-16 on the total remuneration of Rs.60,000/- and has filed the Form CRA-2 to the Central Government.

Your directors proposes to approve their remuneration at the forthcoming annual general meeting.

C. Secretarial Auditors:

Pursuant to the provisions of section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s M. Maheshwari& Associates Company Secretaries to undertake the Secretarial Audit of the Company. The Secretarial Auditors in their report for the year 2014-15 has confirmed the compliances of by the Company as covered in their report.

The Report of the Secretarial Audit for the year 2014-15 in the Form MR-3 is annexed herewith as "Annexure VII ". There is no qualification, reservation or adverse remark or disclaimer in Secretarial Audit Report except the following:

1. Company has not filed Form 5 INV Pursuant to rule 3 of the Investor Education and Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012] and not uploaded on its own website.

2. MGT 10 under Section 93 of Companies Act, 2013 not filed during the financial year On above stated para of Secretarial Audit Report, our explanation or comment as follows:-

1. With regard to not filing of Form 5INV to rule 3 of the Investor Education and Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012]the information regarding the unpaid and unclaimed amounts has not been received from Banks.

2. Further due to the uncertainty of calculation of 2% of the respective promoter or top 10 shareholders we are not able to file the Form MGT 10. The Company was in process of filing MGT 10.

D. Disclosure for frauds against the Company:

In terms of the provisions of section 134(3)(ca) of the Companies Act, 2013, there were no fraud committed against the Company by any person under section 143(12) during the year 2014-15. Further that there were no frauds which needs to be reported by the Auditors of the Company to the Central Government.

Extract of Annual Return

In accordance with the provisions of Section 134 (3) (a) of the Companies Act, 2013, the extract of Annual Return as on March 31, 2015 in the prescribed Form MGT-9, pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014 is attached herewith as 'Annexure VIII ' and forms part of this Report.

Vigil Mechanism

The Company is committed to highest standards of ethical, moral and legal business conduct. Accordingly, the Board of Directors has formulated a Whistle Blower Policy which is in compliance with the provisions of Section 177(10) of the Companies Act, 2013 and Clause 49 of the Listing Agreement which is also available on Company's website at www.groupsignet.com/investorrelations/ Policies The policy provides for a framework and process whereby concerns can be raised by its employees against any kind of discrimination, harassment, victimization or any other unfair practice being adopted against them. More details on the vigil mechanism and the Whistle Blower Policy of the Company have been outlined in the Corporate Governance Report which forms part of this report.

Particulars of Loans Given, Investments Made, Guarantees Given and Securities Provided

Pursuant to Section 134(3)(g) of the Companies Act, 2013 particulars of loans, guarantees or investments provided by the Company under Section 186 of the Act as at end of the Financial Year 2014-15 are disclosed in the Note to the Financial Statement attached with the Board Report.

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

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated under Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, is set out herewith as "Annexure IX" to this Report. Significant and Material Orders Passed by the Regulators or Courts

There are no significant and material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

Acknowledgement

The Directors of the Company wish to convey their gratitude and place on record their appreciation for all the employees at all levels for their hard work, solidarity, cooperation and dedication during the year. The Directors sincerely convey their appreciation to customers, shareholders, vendors, bankers, business associates, regulatory and the Government authorities for their continued support.

For and on behalf of the Board

Mukesh Sangla

Chairman & Managing Director

DIN : 00189676

Place: Indore

Dated: 7th August, 2015


Mar 31, 2014

The Members

The Directors have pleasure in presenting the 29th Annual Report on the business and operations of the Company and the Audited Financial Statement for the year ended 31st March, 2014,

FINANCIAL HIGHLIGHTS

(Rs. in Lacs)

Particulars 2013-2014 2012-2013

Sales& Other Income 61653,75 56742 53

Total Expenditure 54857.27 51279.91

Earning Before Finance Cost,

Depreciation and Tax 6796.48 5462.62

Less: Financial Costs 4030.90 3099.45

Depreciation and Amortization

Expenses 643.70 605.93

Profit Before Tax 2121.88 1757.23

Current Tax 445.00 353.00

Deferred Tax 111.87 210.74

Relating to earlier years Tax - -

Profit (Loss) for the year 1565.01 1193.49

BasicS Diluted Earning Per Equity Share of Face Value of Rs. 10 each 5.26 4.04

DIVIDEND

During the year under review, your Board of Directors has recommend a dividend of Rs. 1.20 per equity share (being 12%) for thefinancial year 2013-14. amounting to Rs.409.77 Lacs (inclusive of tax of Rs.59.52 Lacs).The dividend payout is subject to approval of members at the ensuing Annual General Meeting. The dividend will be paid to members whose names ap- pear in the Register of Members as on 23''° September, 2014; in respect of shares held in dematerialised form, it will be paid to members whose names are furnished by National Securities Depository Limited and Central De- pository Services (India) Limited, as beneficial owners as on that date. BUSINESS REVIEW

Your Company continued to maintain its upward trend by registering Sales of Rs. 61653.75 lacs as against Rs. 56742.53 lacs in the previous year. Profit before fi- nance Costs, Depreciation, and Tax has increased from Rs. 5462.62 lacsto Rs, 6796.48 lacs After providing for finance costs and Depreciation amounting to Rs. 4674.60 lacs and Rs. 3705.38 lacs respectively, the Profit before Tax for the year under review has amounted toRs. 2121.88 lacs as compared to Rs 1757.23 lacs in the previous year. Net profit After Tax for the year has increased to Rs. 1565.01 lacs as compared to Rs. 1193.49 lacs in the previous year. Dl RECTORS

In accordance with Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Shri SaurabhSanglawill retire by rotation at the ensuing An- nual General Meeting and is eligible for re-appointment.

Pursuant to the provisions of Section 161(1) of the Companies Act, 2013 and the Articles of Association of the Company, Mrs. NishthaNeemawas appointed as an Additional Director designated as an Independent Director w.e.f. ^''"August 2014 and she shall hold office up to the date of the ensuing Annual General Meeting. The Company has received requisite notice in writing from a member proposing Mrs. Nisht ha Neema for appointment as an Independent Director.

Pursuant to Section 149 of the Companies Act, 2013, the Board at its meeting held on 13thAugust 2014, recom- mended appointment of Mr. Murlidhar Vashist, and Mrs. Nishtha Neemaas independent Directors of the Company, not liable to retire by rotation for a period of five years from the 29th Annual General Meeting subject to approval of the Members of the Company,

The Company has received declarations from all the inde- pendent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under sub sect ion (6) of Section 149 of the Act as well as under clause 49 of the Listing Agreement with the Stock Exchanges.

Mr. Ankit Bhandari and Mr. Deepak Mehta has resigned from the Directorship of the Cbmpany on 131" August 2014. Your Directors place on record their deep appreciation for the guidance received from the out-going Directors.

DEPOSITS

Your Cbmpany has not accepted any public deposits within the meaning of the provisions of section 58 A of the com- paniesAct, 1956. INSURANOE

Trie assets of the Company are adequately insured against the loss of fire, natural calamities and such other risk considered by management of the Company,

AUDI TORS

M/s. Ashok Khasgiwala & Co., Chartered Accountants, I ndore Satutory Auditors of the Company, holds office till the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.

The Company has received letters from all of them to the effect that their re-appointment, if made, would be within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified for re-appointment.

The Audit Committee and the Board of Directors recom- mended the re-appointment of M/s. Ashok Khasgiwala & Co., Chartered Accountants, as the Auditors of the Company for the fiscal year ending on March 31, 2015,

AUDI TORS'' REPORT

The Board has duly reviewed the Statutory Auditors'' Re- port on the Accounts. The observations appearing in the Auditors'' Report, does not call for any further explana- tion/clarification by the Board of Directors. Dl RECTORS RESPONSI Bl U TY STATEMENT

Your Directors affirm that the audited accounts containing thefinancial statements for the Rnancial Year 2013-14 are in conformity with the requirements of the Companies Act, 1956, They believe that the financial statements reflect fairly the form and substance of transactions carriGd out during thG yGar and reasonably prasent the Company''s financial condition and results of operations. Fursuant to Section 217(2AA) of the Companies Ad, 1956, the Directors 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;

b) the accounting policies have been applied consistently and judgmentsand estimates made are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company as at the end of the financial year and of the profit of the Company for that period;

c) proper and sufficient care has been taken to the best of their knowledge and belief 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.

CORPORATE GOVERNANCE

Your Company has complied with the requirements of corporate governance as per clause 49 of the Listing Agreements with the Stock Exchanges, A detailed report on Corporate Governance is annexed to this Annual Report. A certificate from the Statutory Auditors of the Company regarding compliance of conditions of corporate governance has been obtained and is enclosed with this Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A Management discussion and Analysis Report have been attached and forms part the Directors Report.

PARTI CULARS OF EMPLOYEES

There were no employees during the current year draw- ing the remuneration more than the limit prescribed un- der section 217(2A) of the Companies Act, 1956 read with Gompanies(Particularsof Employees) Rules, 1975,

PARTI CULARS OF CONSERVATI ON OF ENERGY, TECHNOLOGY & FORB GN EXCHANGE EARNINGAND OUTGO:

Information in accordance with the provision of Section 217( 1 )(e) of the Companies Act, 1956 read with Compa- nies (Disclosure of particulars in the report of Board of Directors) Rules, 1988 regarding conservation of energy, technology absorption and foreign exchange earnings and outgo are given in annexure A forming part of this report.

ACKNOWLEDGEMENT

Your Directors acknowledge the vital role of conscientious and hardworking employee of the Company at all level; towards over all progress of the Company. Stockholders, Customers, Bankers have continued to lend their valuable support to the Company Your Board takes this opportu- nity to record their appreciation in this regard.

For & On Behalf of the Board of Directors

Place : Indore Mukesh Sangla

Date :13,th August, 2014 Chairman


Mar 31, 2013

To, The Members

The Directors have pleasure in presenting the 28th Annual Report on the business and operations of the Company and the Audited Financial Statement for the year ended 31st March, 2013.

FINANCIAL HIGHLIGHTS

(Rs, in Lacs) Particulars 2012-2013 2011-2012

Sales & Other Income 56742.53 51236.08

Total Expenditure 51279.91 47940.73

Earning Before Finance Cost,

Depreciation and Tax 5462.62 3295.35

Less: Financial Costs 3099.45 2038.41

Depreciation and Amortization

Expenses 605.93 451.90

Profit Before Tax 1757.23 805.04

Current Tax 353.00 175.00

Deferred Tax 210.74 256.18

Relating to earlier years Tax (18.64)

Profit (Loss) for the year 1193.49 392.50

Basic & Diluted Earning Per Equity Share of Face Vlue of Rs. 10 each 4.04 1.34



DIVIDEND

During the year under review, your Board of Directors had declared an interim dividend of Rs. 1.20 per equity share (being 12%) for the financial year 2012-13. Hav- ing regard to the substantial interim dividend paid, your Board do not recommend any fhal dividend for the year. The Total amount of Dividend paid for the year ended 31sl March 2013 amount to Rs. 3,50,24,400/-.

BUSINESS REVIEW

Your Company continued to maintain its upward trend by registering Sales of Rs. 56742.53 lacs as against Rs. 51236.08 lacs in the previous year. Profit before Finance Costs, Depreciation, and Tax has increased from Rs. 3,295.36 lacs to Rs. 5,462.62 lacs. After providing for finance costs and Depreciation amounting to Rs. 3,099.45 lacs and Rs. 2,038.41 lacs respectively, the Profit before Tax for the year under review has amounted to Rs. 1757.23 lacs as compared to Rs 805.04 lacs h the previ- ous year. Net profit After Tax for the year has increased to Rs. 1193.49 lacs as compared to Rs 392.50 lacs in the previous year.

DIRECTORS

In accordance with Section 256 of the Companies Act, 1956 and the Articles of Association of the Company, Shri Deepak Mehta will retre by rotation at the ensuing Annual General Meeting and is eligible for re- appointment.

Your Board had appointed Mr. Ankit Bhandari as an Addi- tional Director during the Year. He re tires at the ensuing Annual General Meeting of the Company in terms of Sec- tion 260 of the Companies Act, 1956 but being eligible offers them self for re-appointment.

Mr. Dipak Kalani has resigned from the Directorship of the Company on 8h October 2012. Your Directors place on record his deep appreciation for the guidance received from the out-going Director.

DEPOSITS

Your Company has not accepted any public deposits within the meaning of the provisions of section 58 Aof the com- panies Act, 1956.

INSURANCE

The assets of the Company are adequately insured agahst the loss of fire, natural calamities and such other risk con- sidered by management of the Company.

AUDITORS

The Statutory Auditors of the Company, M/s. Ashok Khasgiwala & Co., Chartered Accountants, Indore , re- tres at the conclusion of the ensuing annual general meet- ing of the Company and have confirmed their willingness and eligibility for re-appointment and have also confirmed that their re-appointment, if made, will be withh the limits stipulated under Section 224(1B) of the Companies Act, 1956. The Board recommends their re-appointment for the next term.

AUDITORS''REPORT

The Board has duly reviewed the Statutory Auditors'' Re- port on the Accounts. The observations appearing in the Auditors'' Report, does not call for any further explana- tion/clarification by the Board of Directors under Section 217(3) of the Companies Act, 1956.

DIRECTORS RESPONSIBILITYSTATEMENT

Your Drectors affrm that the audited accounts containing the financial statements for the Financial Year 2012-13 are in conformity with the requirements of the Companies Act, 1956. They believe that the financial statements reflect fairly the form and substance of transactions carried out during the year and reasonably present the Company^ financial condition and results of operations. Pursuant to Section 217(2AA)ofthe Companies Act, 1956, the Direc- tors confirm that:

a) h the preparation of the annual accounts, the appli- cable accounting standards have been followed along with proper explanation relating to material departures;

b) the accounting policies have been applied consis- tently and judgments and estimates made are rea- sonable and prudent, so as to give a true and fair view of the state of affairs of the Company as at the end of the financial year and of the profit of the Company for that period;

c) proper and sufficient care has been taken to the best of their knowledge and belief for the maintenance of adequate accounting records in accordance with the provisions of the Compa- nies 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.

CORPORATE GOVERNANCE

Your Company has complied with the requirements of cor- porate governance as per clause 49 of the Listing Agree- ments with the Stock Exchanges. A detailed report on Corporate Governance is annexed to this Annual Report. A certificate from the Statutory Auditors of the Company regarding compliance of conditions of corporate gover- nance has been obtained and is enclosed with this Report.

MANAGEMENTDECUSSION ANDANALY5IS REPORT

A Management discussion and Analysis Report have been attached and forms part the Directors Report.

PARTICULARS OF EMPLOYEES

There were no employees during the current year draw- ing the remuneration more than the limit prescribed under section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975.

PARTICULARS OF CONSERVATION OF ENERGY, TECH- NOLOGY&FOREIGN EXCHANGE ETC.

Information in accordance with the provision of Section 217(l)(e) of the Companies Act, 1956 read with Compa- nies (Disclosure of particulars in the report of Board of Directors) Rules, 1988 regarding conservation of energy, technology absorption and foreign exchange earnings and outgo are given in annexure ''A1 forming part of this report.

ACKNOWLEDGEMENT

Your Drectors acknowledge the vital role of conscientious and hardworking employee of the Company at all levels towards over all progress of the Company. Stockholders, Customers, Bankers have continued to lend their valuable support to the Company. Your Board takes this opportu- nity to record their appreciation in this regard. For & On Behalf of the Board of Directors

Place :Indore Mukesh Sangla

Date : 02.09.2013 Charman cum Managing Director


Mar 31, 2012

The Directors have pleasure in presenting the 27th Annual Report on the business and operations of the Com- pany and the Audited Financial Statement for the year ended 31st March, 2012.

FINANCIAL HIGHLIGHTS

(Rs. in Lacs)

Particulars 2011-2012 2010-2011

Sales & Other Income 51236.08 43763.35

Total Expenditure 47940.73 41645.36

Earning Before Finance Cost,

Depreciation and Tax 3295.35 2117.99

Less: Financial Costs 2038.41 953.37

Depreciation and Amortization

Expenses 451.90 246.47

Profit Before Tax 805.04 918.15

Current Tax 175.00 182.00

Deferred Tax 256.18 153.01

Relating to earlier years Tax (18.64) -

Profit (Loss) for the year 392.50 583.13

Basic & Diluted Earning Per Equity Share of Face Value of Rs.10 each 1.34 2.00

DIVIDEND

The Directors recommend for a dividend of Rs.0.5 per Equity Share of Rs.10/- each (i.e. 5%) for the year ended 31st March 2012.

BUSINESS REVIEW

Your Company continued to maintain its upward trend by registering Sales of Rs. 51,192.53 lacs as against Rs. 43,544.30 lacs in the previous year. Profit before Finance Costs, Depreciation, and Tax has increased froMrs. 2,117.99 lacs to Rs. 3,295.36 lacs. After providing for finance costs and Depreciation amounting to Rs. 2,038.41 lacs and Rs. 451.91 lacs respectively, the Profit before Tax for the year under review has amounted to Rs. 805.03 lacs as compared to Rs 918.14 lacs in the previ- ous year. Net profit After Tax for the year has decreased to Rs. 392.50 lacs as compared to Rs 583.13 lacs in the previous year.

FUTURE OUTLOOK

Despite significant growth of industrial and service sector in India, agriculture continues to be the main occupation of vast population of our country and it significantly con- tributes to our national Gross Domestic Product (GDP). The Central Government as well as various State Govern- ments are giving grants to drip irrigation system so that our farmers use the best quality products to ensure higher yield, better quality and water conservation. Keeping in view of the vast potentiality of micro irrigation business in India , the Company intends to add drip irriga- tion lines, HDPE lines, PVC lines, injection molding ma- chines and moulds as per requirements every year, the capital cost of which shall be approximately 15 to 20 crores.

NEW INITIATIVES

1. The Company outsourced various product and acces- sories used in micro irrigation and sprinkle irrigation systems which results in heavy cost. In order to save cost the Board take initiatives for acquiring additional varieties of moulds for in-house manufacture of all these product and accessories.

2. Considering the prospective demand of drip irrigation systems in various states and looking towards the current order position the Board decided to set up additional drip line at existing plant at Pithampur, Dist. Dhar, Indore (M.P.).

SIGNIFICANT DEVELOPMENTS

1. The Company has obtained allocation for supply of drip irrigation system to irrigate 5000 hectares of land as first installment for the year 2012-13 by Govern- ment Of Andhra Pradesh, Department Of Horticulture, Andhra Pradesh Microirrigation Project.

2. The Company has successfully installed additional capacity for production of 2400 M.Ts of sprinkler pipes.

DIRECTORS

In accordance with Section 256 of the Companies Act, 1956 and the Articles of Association of the Company, Shri Murlidhar Vashist will retire by rotation at the ensuing Annual General Meeting and is eligible for re-appointment.

DEPOSITS

Your Company has not accepted any public deposits within the meaning of the provisions of section 58 A of the Companies Act, 1956.

INSURANCE

The assets of the Company are adequately insured against the loss of fire, natural calamities and such other risk considered by management of the Company.

AUDITORS

The Statutory Auditors of the Company, M/s. Ashok Khasgiwala & Co., Chartered Accountants, Indore , retires at the conclusion of the ensuing annual general meeting of the Company and have confirmed their willingness and eligibility for re-appointment and have also confirmed that their re-appointment, if made, will be within the limits stipu- lated under Section 224(1B) of the Companies Act, 1956. The Board recommends their re-appointment for the next term.

AUDITORS' REPORT

The Board has duly reviewed the Statutory Auditors' Report on the Accounts. The observations appearing in the Auditors' Report, does not call for any further expla- nation/clarification by the Board of Directors under Section 217(3) of the Companies Act, 1956.

DIRECTORS RESPONSIBILITY STATEMENT

Your Directors affirm that the audited accounts containing the financial statements for the Financial Year 2011-12 are in conformity with the requirements of the Companies Act, 1956. They believe that the financial statements reflect fairly the form and substance of transactions carried out during the year and reasonably present the Company's financial condition and results of operations. 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 along with proper explanation relating to material departures;

b) the accounting policies have been applied consistently and judgments and estimates made are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company as at the end of the financial year and of the profit of the Company for that period;

c) proper and sufficient care has been taken to the best of their knowledge and belief for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguard- ing 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.

CORPORATE GOVERNANCE

Your Company has complied with the requirements of corporate governance as per clause 49 of the Listing Agreements with the Stock Exchanges. A detailed report on Corporate Governance is annexed to this Annual Report. A certificate from the Statutory Auditors of the Company regarding compliance of conditions of corporate governance has been obtained and is enclosed with this Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A Management discussion and Analysis Report have been attached and forms part the Directors Report.

PARTICULARS OF EMPLOYEES

There were no employees during the current year draw- ing the remuneration more than the limit prescribed under section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY & FOREIGN EXCHANGE ETC.

Information in accordance with the provision of Section 217(1)(e) of the Companies Act, 1956 read with Compa- nies (Disclosure of particulars in the report of Board of Directors) Rules, 1988 regarding conservation of energy, technology absorption and foreign exchange earnings and outgo are given in annexure `A` forming part of this report.

ACKNOWLEDGEMENT

Your Directors acknowledge the vital role of conscientious and hardworking employee of the Company at all levels towards over all progress of the Company. Stockholders, Customers, Bankers have continued to lend their valuable support to the Company. Your Board takes this opportu- nity to record their appreciation in this regard.

For & On Behalf of the Board of Directors

Place : Indore Mukesh Sangla

Date : 30.08.2012 Chairman cum Managing Director


Mar 31, 2011

The Members

Directors are please to submit their 26th Annual Report on the business and operations of the Company along with audited Balance Sheet & Profit and Loss Account for the vear ended 31st March. 2011.

FINANCIAL RESULTS

Financial results of the company for the year under re- view along with figures for previous year are as follows:

(Rs. in Lacs)

Particulars For the For the year ended year ended 31.03.2011 31.03.2010

Gross Income 46447.94 36645.89

Profit before Interest, 2350.28 2657.66

Depreciation & Tax Less: Interest 1185.67 1012.53

Depreciation 246.47 183.03

Profit before Tax 918.14 1462.10

Provision for Tax:

Current Tax 182.00 278.00

Deferred Tax 153.00 28.11

Net Profit After Tax 583.13 1155.98

Less: Prior Period Adjustment 0 2.05

Profit available for Appropriation 583.13 1153.92

General Reserve 100.00 0.00

Proposed Dividend 364.84 0.00

Tax on Dividend 60.59 0.00

Balance Carried to Balance Sheet 57.70 1153.92

DIVIDEND

The Board of Directors recommend for consideration of the Shareholders at the ensuing Annual General Meeting, payment of dividend of Rs.1.25 per share (12.50 per- cent) for the year ended 31st March 2011. The amount of dividend and the tax thereon aggregate to Rs.425.43 Lacs.

BUSINESS REVIEW

Year under review proved to be turn around for the com- pany in terms of Sales target of the Company. The rev- enue realization was Rs. 46447.94 Lacs as compare to previous Year of Rs. 36645.89 Lacs. The Company has earned net Profit for the year Rs. 583.13 Lacs as compare to previous year figure of Rs. 1155.98 Lacs. Company has reported excellent sale during the year under review and accepted new challenges of new economic reforms and Global Markets.

ISSUE OF BONUS SHARE

Pursuant to the approval of the members of the Company in their General Meeting held on 8th November 2010, the Company issued and allotted 2,43,22,500 Equity Shares of Rs.10/- each as fully paid up in the ratio of five bonus shares for every one existing equity share held as on 19th November, 2010 i.e. record date fixed for the purpose. Consequent, the paid up capital of the Company went up from Rs.486.45 Lacs to Rs.2918.70 Lacs during the year under review.

DIRECTORS

In accordance with Section 256 of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Deepak Mehta will retire by rotation at the ensuing Annual General Meeting and is eligible for re-appointment.

DEPOSITS

Your Company has not accepted any public deposits within the meaning of the provisions of section 58 A of the com- panies Act, 1956.

INSURANCE

The assets of the Company are adequately insured against the loss of fire, natural calamities and such other risk considered by management of the Company.

AUDITOR AND THEIR REPORT

Comments of the auditors in their report for the period ended 31st March, 2011, are self explanatory and need no comments.

M/s Ashok Khasgiwala & Co., Chartered Accountants, Indore, will retire at the conclusion of ensuing Annual Gen- eral Meeting. The Board proposed their re-appointment as Statutory Auditor to audit the accounts of the Company for the year 2011-12. You are requested to consider their re-appointment.

DECLARATION PURSUANT TO 217(2AA)

In pursuant to Provision contained in Section 217(2AA) of the Companies act, 1956, Directors of the Company Con- firm That:

I. In the preparation of the annual accounts, applicable accounting standards have been followed.

II. Accounting Policies selected were applied consistently. Reasonable and Prudent judgments and estimates were made so as to give a true and fair view of the state of affairs of the Company as at 31st March 2011 and profit & loss account of the Company for the year ended on that date.

III. Proper and sufficient care has been taken for the maintenance of adequate accounting records in ac- cordance with provisions of Companies act, 1956 for safeguarding the assets of the Company and for pre- venting and detecting frauds of the Company and other irregularities.

IV. Annual accounts of the Company have been prepared on Going Concern basis.

COMPLIANCE CERTIFICATE

In accordance with the requirement of provisions of Section 383A of the Companies, Act, 1956, a compliance Certificate from a practicing Company Secretary for the year ended 31st March 2011 is attached herewith.

CORPORATE GOVERNANCE

Your Company is committed to follow the guidelines of SEBI and Stock Exchanges form time to time. Your Company implemented all of its major stipulation as applicable to the Company. The Statutory Auditor's certificate in accordance with clause 49 of Listing agreement and report on Corporate Governance is annexed to and forming part of the Directors Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A Management discussion and Analysis Report have been attached and forms part of the Directors Report.

PARTICULARS OF EMPLOYEES

There were no employees during the current year drawing the remuneration more than the limit prescribed under section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY & FOREIGN EXCHANGE ETC.

Information in accordance with the provision of Section 217(l)(e) of the Companies Act, 1956 read with Compa- nies (Disclosure of particulars in the report of Board of Directors) Rules, 1988 regarding conservation of energy, technology absorption and foreign exchange earnings and outgo are given in annexure TV forming part of this re- port.

ACKNOWLEDGEMENT

Your Directors acknowledge the vital role of conscientious and hardworking employee of the Company at all levels towards over all progress of the Company. Stockholders, Customers, Bankers have continued to lend their valuable support to the Company. Your Board takes this opportu- nity to record their appreciation in this regard.

For & On Behalf of the Board of Directors

Mukesh Sangla Chairman cum Managing Director

Place : Indore Date : 30.05.2011


Mar 31, 2010

Directors are pleased to submit their 25th Annual Report on the business and operations of the Company along with audited Balance Sheets & Profit and Loss Account for the year ended 31st March, 2010.

FINANCIAL RESULTS

Financial results of the company for the year under re- view along with figures for previous year are as follows:

(Rs. in Lacs)

Particulars For the For the-year year ended ended 31.03.2010 31.03.2009

Gross Income 36645.89 30537.98

Profit before Interest, 2657.66 1201.79

Depreciation & Tax

Less: Interest 1012.53 743.50

Depreciation 183.03 136.62

Profit before Tax 1462.10 321.67

Provision for Tax:

Current Tax 278.00 107.00

Deferred Tax 28.11 9.12

Fringe Benefit Tax 0 1.70

Net Profit After Tax 1155.98 203.85

Less: Prior Period Adjustment 2.05 -

Profit brought forward 1153.92 203.85

DIVIDEND

In order to conserve the resources of the Company and to maintain the liquidity, the Board of Directors has decided not to declare any dividend on Equity shares for the year ended 31st March 2010.

BUSINESS REVIEW

Year under review proved to be turn around for the com- pany in terms of Sales target and profitability. The rev- enue realization was Rs. 36645.89 Lacs as compare to previous Year of Rs. 30537.98 Lacs. The Company has earned net Profit for the year Rs. 1155.98 Lacs as com- pare to previous year figure of Rs. 203.85 Lacs. Company has reported excellent performance during the year un- der review and accepted new challenges of new economic reforms and Global Markets. Company abilities to neutral- ize cost increase and improve margins together with pur- chase efficiency, controlling overheads effectively.

CHANGE OF NAME OF THE COMPANY

The Company has changed its name from Signet Overseas Limited to Signet Industries Limited.

ISSUE OF BONUS SHARE

The Company allotted 3243000 equity shares as fully paid up bonus shares to its Shareholders on 15th December 2009 by utilization of surplus in Profit and Loss account pursuant to a resolution passed by the shareholders.

DIRECTORS

In accordance with Section 256 of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Saurabh Sangla will retire by rotation at the ensuing Annual General Meeting and is eligible for re-appointment.

Your Board had appointed Mr. Deepak Mehta and Mr. Murli Dhar Vashist as an Additional Director during the Year. They retire at the ensuing Annual General Meeting of the Com- pany in terms of Section 260 of the Companies Act, 1956 but being eligible offers them self for re-appointment.

DEPOSITS

Your Company has not accepted any deposits from public within the meaning of the provisions of section 58 A of the companies Act, 1956.

INSURANCE

The assets of the Company are adequately insured against the loss of fire, natural calamities and such other risk con- sidered by management of the Company.

AUDITOR ANDTHEIR REPORT

Comments of the auditors in their report for the period ended 31st March, 2010, are self explanatory and need no comments.

M/s Ashok Khasgiwala & Co., Chartered Accountants, Indore, will retire at the conclusion of ensuing Annual Gen- eral Meeting. The Board proposed their re-appointment as Statutory Auditor to audit the accountsof the Company for the year 2010-11. You are requested to consider their re-appointment.

DECLARATION PURSUANTTO 217(2AA)

In pursuant to Prevision contained in Section 217(2AA) of the Companies act, 1956, Directors of the Company Con- firm That:

I. In the preparation of the annual accounts, applicable accounting standards have been followed.

II. Accounting Policies selected were applied consistently. Reasonable and prudent judgments and estimates were made so as to give a true and fair view of the state of affairs of the Company as at 31st March 2010 and profit & loss account of the Company for the year ended on that date.

III. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with provisions of Companies act, 1956 for safeguarding the assets of the Company and for preventing and detecting frauds of the Company and other irregularities.

IV. Annual accounts of the Company have been prepared on Going Concern basis.

COMPLIANCE CERTIFICATE

In accordance with the requirement of provisions of Sec- tion 383A of the Companies, Act, 1956, a compliance Certificate from a practicing Company Secretary for the year ended 31st March 2010 is attached herewith.

CORPORATE GOVERNANCE

Your Company is committed to follow the guidelines of SEBI and Stock Exchanges form time to time. Your Com- pany implemented all of its major stipulation as applicable to the Company. The Statutory Auditors certificate in accordance with clause 49 of Listing agreement and re- port on Corporate Governance is annexed to and forming part of the Directors Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A Management discussion and Analysis Report have been attached and forms part the Directors Report.

PARTICULARS OF EMPLOYEES

There were no employees during the current year draw- ing the remuneration more than the limit prescribed under section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY & FOREIGN EXCHANGE ETC.

Information in accordance with the provision of Section 217(l)(e) of the Companies Act, 1956 read with Compa- nies (Disclosure of particulars in the report of Board of Directors) Rules, 1988 regarding conservation of energy, technology absorption and foreign exchange earnings and outgo are given in annexure TV forming part of this re- port.

ACKNOWLEDGEMENT

Your Directors acknowledge the vital role of conscientious and hardworking employee of the Company at all levels towards over all progress of the Company. Stockholders, Customers, Bankers have continued to lend their valuable support to the Company. Your Board takes this opportunity to record their appreciation in this regard.

For & On Behalf of the Board of Directors

Place : Indore Mukesh Sangla

Date : 29.05.2010 Chairman cum Managing Director

 
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