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Directors Report of Simplex Castings Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting their 35th Annual Report and the Statements of accounts of your Company for the financial year ended 31st March, 2015.

FINANCIAL RESULTS

The Company's financial performance, for the year ended March 31, 2015 is summarized below:

Particulars Financial Year ended 31st March Financial Year ended 31st March 2015 (Rs in Lacs) 2014 (Rs in Lacs)

Operation Income 16986.71 15875.62

Other income 82.14 142.14

Total Revenue 17068.85 16017.76

Employee Benefit Expenses 1624.66 1592.13

Depreciation and Amortization Expenses 779.96 598.21

Finance Cost 1499.08 1414.76

Other Expenses 13057.74 12132.20

Total Expenses 16961.44 15737.30

Profit Before Tax: 107.41 280.46

Tax Expenses (11.93) 127.14

Profit for the period 119.34 153.32

Earning per share ( in Rs) 1.99 2.56

PERFORMANCE REVIEW

The highlights of the Company's performance are as under:

- Revenue from operation increased by 7% to Rs 16986.71 Lacs .

- Exports increased by 74.67% to Rs 2225.10 Lacs.

- Order book position as on 31st March 2015 stood at Rs 9271.8 Lacs.

- Profit before tax reduced by 61.70% to Rs 107.41 Lacs.

- Profit after tax reduced by 22.16% to Rs 119.34 Lacs.

- Earning per share reduced by 22.26% to Rs 1.99.

DIVIDEND

Due to inadequate Profit , your Directors have not recommended any dividend on equity shares for the year under review.

FUTURE PROSPECTS

India's steel industry is passing through one of the most challenging phases. It has been impacted by sluggish domestic demand and dumping of Steel into India by steel- surplus countries, primarily china, Russia, Japan & Korea and uncompetitive steel export due to stable Rupees .Though the market has down but your company has registered 7% growth in turnover and your management is quite confident that coming year will be more better.

The massive investment around so many mega watt in power sector will be added in the coming year. It has already put in to the action plan and initial working has already started.

This will give sufficient load for Fabrication work.

The present Modi Government has placed area by encouraging to Indian Manufacturer through make in India project to associate for making Equipment in India. The opening of the strategic defense sector for private sector participation will help foreign original equipment manufacturers to enter into strategic partnerships with Indian companies and leverage the domestic markets and also aim at global business. Besides helping build domestic capabilities, this will bolster exports in the long term.

In coming year, the huge investment will be introduced in Mining Industry and your Company is focusing on this area so that the Company can tie up for manufacturing of Equipment related to Coal Mining.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required under Clause 49 of the Listing Agreements with Stock Exchange, the Management Discussion and Analysis Report is enclosed as a part of this report.

CORPORATE GOVERNANCE

Your Company is renowned for exemplary governance standards since inception and continues to lay a strong emphasis on transparency, accountability and integrity. The Company has taken adequate steps to ensure that the conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreements with the stock exchange are complied in its letter and spirit. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of corporate governance is attached to the report on Corporate Governance.

TRANSFER TO GENERAL RESERVE

During the year under review, the company has transferred Rs 336.76 Lacs to the General reserve.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There were no material changes and commitments affecting the financial position of the Company .

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS

There are no significant and material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company.

INTERNAL FINANCIAL CONTROL

The Company has an adequate system of internal controls to ensure that transactions are properly authorised, recorded and reported. The internal Control system is supplemented by well-documented policies, guidelines and procedures and reviews carried out by the Company's internal audit function, which submits reports periodically to the Management and the Audit Committee of the Board.

DEPOSITS

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

AUDITORS

STATUTORY AUDITORS

M/s Taunk & Srikanth, Chartered Accountants, who are the Statutory Auditors of the Company will retire at the conclusion of the forthcoming Annual General Meeting and are eligible for re-appointment , subject to the approval of shareholders. The Company has received letter from them to the effect that their re appointment , if made , would be within the prescribed limits and that they are not disqualified for reappointment . Members are requested to consider their reappointment on a remuneration to be decided by the Board or Committee thereof for the ensuring Financial Year i.e 2015-16.

COST AUDITOR

Pursuant to Section 148 of the Companies Act, 2013 read with Companies (Audit and Auditors Rules, 2014 and the Companies ( Cost Records and Audit ) Amendments Rules 2014 , the Company maintains the cost audit records in respect of its business. Your Board has, on the recommendation of the Audit Committee appointed M/s Arindam & Associates, Cost Accountants Raipur (C.G) as Cost auditors of the Company for FY 2016.The provisions also require that the remuneration of the Cost Auditors be ratified by the Shareholders.

SECRETARIAL AUDITOR

Pursuant to section 204 of the Companies Act , 2013 and the Companies (Appointment & Remuneration of managerial Personnel)Rules , 2014, Satish Batra & Associates ,Practicing Company Secretary was appointed to conduct the secretarial audit of the Company for FY 2014- 15. The Secretarial Audit Report for FY 2015 is attached as " Annexure- I ".

Basing on the consent received from Satish Batra & Associates ,Practicing Company Secretary and the recommendation of the Audit Committee, the Board has appointed Satish Batra & Associates ,Practicing Company Secretary, as Secretarial Auditor of the Company for FY 2015-16.

BOARD RESPONSE ON AUDITORS QUALIFICATION, RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE

There are no qualifications, reservations or adverse remarks made by the statutory auditors in their report or by the Company Secretary in practice in the secretarial audit report.

CHANGE IN CAPITAL STRUCTURE AND LISTING OF SHARES

Presently the Company's shares are listed on the Bombay Stock Exchange Limited (BSE) . The delisting application is pending before delisting committee at Delhi Stock Exchange and the Company has voluntary delisted from Madhya Pradesh Stock Exchange on 08.01.2015.

There are no changes in Capital Structure during the FY ended March 31,2015.

EXTRACT OF THE ANNUAL RETURN

The Details forming part of the extract of the Annual Return in Form MGT-9 is annexed herewith as "Annexure-II".

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

The particulars as prescribed under section 134(3)(m) of the Companies Act, 2013, read with Rule 8 (3) of the Companies (Accounts)Rules 2014 are attached as "Annexure-III ".

CORPORATE SOCIAL RESPONSIBILITY (CSR)

As per Section 135 of the Companies Act, 2013, the Company has a Corporate Social Responsibility (CSR) Committee of its Board of Directors. The Committee comprises of Mr Kisan R Choksey (Chairman ), Mr Shailesh A Shah and Mr Ketan M Shah as Members.

During the year under review, the Committee has not found any suitable project to initiate towards mandatory obligation as per Section 135 of the Companies Act 2013.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of the Act and the Articles of Association of the Company, Mr Arvind K Shah and Mr Shailesh A Shah, Directors of the Company, retire by rotation at the ensuring Annual General Meeting and being eligible have offered themselves for re-appointment.

During the year under review, the members approved the appointment of Mrs Sangeeta K Shah as a Whole Time Director of the Company who is liable to retire by rotation and of Mr Hasmukhlal S Parikh, Mr Kisan R Choksey, Mr Rajendra A Shah, Mr Shivji R Shah and Ms Ushma khabaria as a Independent Directors who are not liable to retire by rotational.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Act and Clause 49 of the Listing Agreement with the Stock Exchanges.

The Company has devised a policy for performance evaluation of Independent Directors, Board, Committees and other Individual Directors .

During the year under review the Board has appointed Mr Avinash Hariharno as Chief Financial Officer of the Company with effect from 1st June, 2015. The Company has received resignation from Ms Monalisa Patni from the office of Company Secretary on March 23, 2015 and the same has been accepted in Board of Directors Meeting held on May 28,2015.

PARTICULARS OF REMUNERATION OF DIRECTORS, KMP & EMPLOYEES

None of the employees covered under Section 197(12) of the Companies Act 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with rules 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as " Annexure-IV" which forms part of this report.

MEETINGS OF THE BOARD

Five meetings of the Board of Directors were held during the year. For further details , please refer report on Corporate Governance section of this Annual Report.

AUDIT COMMITTEE

As required under section 177 of the Companies Act ,2013 read with Clause 49 of the Listing Agreement with the Stock Exchange , the Board constituted an Audit Committee. Audit

Committee of the Board comprises of four independent Directors namely Mr Kisan R Choksey, Chairman and Mr Hasmukhlal S Parikh, Mr Shivji R Shah and Mr Rajendra A Shah as Members . All the recommendations made by the Audit Committee were accepted by the Board.

VIGIL MECHANISM

Your Company has adopted a Vigil Mechanism to provide appropriate avenues to the employees to bring to the attention of the Management any issue which is perceived to be in violation of or in Conflict with the fundamental business principles of the Company. The Company has provided dedicated e-mail addresses for reporting such concerns . The employees are encouraged to raise any of their concerns by way of whistle blowing and none of the Employees have been denied access to the Audit Committee. Mr. Rajesh Shah is vigilance Officer for effective implementation of the Policy. The Vigil Mechanism policy is available on the website of the Company www.simplexcastings.com

NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee comprises Mr Kisan R Choksey as the Chairman and Mr Hasmukhlal S Parikh and Mr. Rajendra A.Shah as Members of the Committee.

Nomination and Remuneration Policy:

The Board of Directors of your Company has, on the recommendation of the Nomination and Remuneration Committee, framed and adopted a policy for selection and appointment of Directors, senior Management and their remuneration .The contents of the policy are stated in the Corporate Governance Report.

Board Evaluation:

Pursuant to the provisions of the Companies Act , 2013 and Clause 49 of the Listing Agreement , the board has carried out an Annual performance Evaluation of its own performance, the directors individually as well as the evaluation of the working of the committees. The manner in which the evaluation was carried out has been explained in Corporate Governance Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loan ,Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All contracts/arrangements /transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm's length basis. During the year, the Company had not entered into any contracts/arrangements/ transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. Your attention is drawn is to Related Party disclosures set out in Note No. 31 of the Financial Statements/Auditors Report.

The policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company's website at http:// www.simplexcastings.com/investors/information.php

RISK MANAGEMENT POLICY

The Company has in place comprehensive risk assessment and minimization procedures, which are reviewed by the Board periodically .The Company has been addressing various risks impacting the Company.

DIRECTOR'S RESPONSIBILITY STATEMENT

The Directors' Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, shall state that—

(a) in the preparation of the annual accounts for the year ended March 31,2015, the applicable accounting standards 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 and loss of the company for that period;

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

(d) the Directors 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.

TRANSFER OF UNPAID OR UNCLAIMED DIVIDEND AMOUNT TO INVESTOR EDUCATION AND PROTECTION FUND :

Pursuant to the provisions of the Companies Act , the declared dividends, which remained unpaid or unclaimed for a period of seven years, have been transferred by the Company to the Investor Education and protection Fund (IEPF) established by the central Government pursuant to the said Act.

INDUSTRIAL RELATIONS

The Company maintained healthy, cordial and harmonious industrial relations at all levels. Your Company recognizes its responsibility and continues to provide a safe working environment for women ,free from sexual Harassment and discrimination to boost their confdent, morale and performance.

ACKNOWLEDGEMENT

Your Directors wish to express their appreciation for the continued co-operation of the Central and State Governments, bankers, financial institutions, customers, dealers and suppliers. The Directors also wish to thank all the employees for their contribution, support and continued co-operation throughout the year.

For and on behalf of the Board of Directors

Ketan M Shah Sangeeta K Shah

Director Director

Place: Mumbai

Date : 03.08.2015


Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting are pleased to present the 34th Annual Report and Statement of Accounts of your Company, for the year ended on 31st March, 2014.

FINANCIAL RESULTS:

Financial year Financial year Particulars ended ended 31st March 2014 31st March 2013 (Rs. in Lacs) (Rs. in Lacs)

Operating Income 15,875.62 20,314.36

Other Income 142.14 132.13

Total Receipts: 16,017.76 20,446.49

Employee Benefit Expenses 1,592.13 1,616.20

Depreciation & Amortization expenses 598.21 598.72

Finance Cost 1,414.76 1,541.62

Other Expenses 12,132.2 15,959.18

Total Expenses 15737.30 19715.72

Profit Before Tax: 280.46 730.77

Tax Expenses 127.14 235.23

Profit for the period : 153.32 495.54

Earning Per Share (in Rs.) 2.56 8.28

Public Shareholding (in %) 41.72 42.44

Promoters Shareholding (in %) 58.28 57.56

DIVIDEND:

The Board of Directors of the Company in their meeting held on 29th May, 2014 has recommended dividend @ 5%, i.e. 50 paisa per equity share for the financial year 2013-14.

performance review:

The sales and other Income for the financial year 2013 - 14 were Rs. 16,017.76 lacs as against Rs. 20,446.49 lacs for the year 2012-13, registering a decrease of 21.66% as compared to last year.

The Profit before tax was Rs. 280.46 lacs and Profit after tax was Rs. 153.32 lacs for the financial year 2013-14 as against Rs. 730.77 lacs and Rs. 495.54 lacs of the previous year.

Total expenses decreased from Rs. 18,174.10 lacs to Rs. 14,322.54 lacs in Financial year 2013-14, where as other income increased from Rs. 132.13 lacs to Rs. 142.14 lacs.

Earning per share has declined from Rs 8.28 in 2012-13 to Rs. 2.56 in Financial year 2013-14.

future prospects:

The objective of our company is to achieve & sustain reputation for quality at competitive price in the National and International markets for its entire products range. Being a part of steel industry as a foundry manufacturing unit, our company has sound future. The Company is expected to gain a steady growth again and use the opportunity available in National and International markets. The future prospects are looking bright, we are expecting following developments :

It is envisaged that in SAIL Plants & other private sector plants are going to put up new coke oven battery as well as re- building of old batteries like- Bhilai Steel Plant, Bokaro, Roulkela, Durgapur, Possco, Jindal etc. approximate 8-10 batteries will require air cooled coke oven doors in which Simplex Castings limited is one of the Company in India who has experience of manufacturing and commissioning for air cooled coke oven doors.

We are expecting some more orders from Indian Railways as well as American Railways, GE and EMD for truck frames and Casnub boogies. There is huge scope of pallet plants in India. We have supplied complete 110 set pallet body assembly to M/s Adhunik Mettals, Bajrang Alloys and NECO, Raipur. They are working very satisfactorily, we are looking forward for further more order of pallet plants in coming years, and there is also scope for orders for some parts of Shipbuilding.

conservation of energy, technology absorption & foreign exchange earnings and outgo:

Information as required under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 is given in the Annexure and forms part of this report.

public deposits:

The Company has not accepted any deposit within the meaning of Section 58A of the Companies Act, 1956 and the Rules made there under.

management discussion and analysis:

A report on Management Discussion and Analysis (MDA), which is forming part of this Report, inter-alia, adequately deal with the operations as also current and future outlook of the Company.

particulars of employees:

Information pursuant to Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, forms a part of this report and will be sent on demand to the shareholders. Any Shareholders interested in obtaining a copy of the said statement may write to the Company Secretary.

board of directors:

Mr. Arvind S Shah and Mr. Shailesh A. Shah, Directors of the Company retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. Your Directors recommend his appointment.

Mrs. Sangeeta Ketan Shah,Whole Time Director and Ms. Ushma Nitin Khabaria, Independent Director are appointed by the Board of the Directors of the Company subject to the members approval as per the Companies Act, 2013.Your Directors recommend their appointments.

Pursuant to Section 149 of the Companies Act, 2013 read with the Rules made thereunder, the Independent Directors shall hold office for a period of up to 5 consecutive years and shall not be liable to retire by rotation. They may be appointed for a maximum of two consecutive terms of up to 5 years each. In terms of revised clause 49 of the listing agreement which will be applicable from 1st October, 2014, in case the Independent Director has already served for 5 or more years, he can be appointed for only one term of 5 years. As per Companies Act, 2013 the Nominee Director is not considered to be an Independent Director. Presently, Mr. Hasmukhlal S. Parikh, Mr Kisan R. Choksey, Mr Rajendra A. Shah,and Mr. Shivji R. Shah the Independent Directors of the Company. As per their existing terms of appointment, all of them are liable to retire by rotation. However, under the Companies Act, 2013 and Clause 49 of listing agreement, they may be appointed afresh with a fixed period of up to 5 years.

The Board considered the independence of each of the above mentioned Directors in terms of Section 149 and Schedule IV to the Companies Act, 2013 and Clause 49 of the listing agreement and was of the view that the proposed directors fulfill the criteria of independence as mentioned in the above provisions and can be appointed as Independent Directors. All the proposed Directors possess requisite qualifications, appropriate skills, experience and knowledge in one or more fields of finance, law management, administration, technical operations and other disciplines related to Company''s business. Keeping in view, the educational / professional qualifications, working experience, expertise in line with Company''s business, positive attributes, already being on the Board of the Company and benefits that the Company will derive with their appointment, the Board has recommended their appointment as Independent Directors of the Company to hold office for a term of five consecutive years.

directors'' responsibility statement:

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

a) In the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures.

b) They have selected such accounting policies and have applied them consistently and made judgments and estimates that are reasonable and prudent. The purpose was to give a true and fair view of the state of affairs of your Company, and the profit of the Company at the end of the financial year.

c) The Directors took proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) The Directors prepared the annual accounts on a going concern basis.

AUDITORS:

M/s Taunk & Srikanth, Chartered Accountants, who are the Statutory Auditors of the Company will retire at the conclusion of the forthcoming Annual General Meeting and are eligible for re-appointment, subject to the approval of shareholders. The Company has received letter from them to the effect that their reappointment, if made, would be within the prescribed limits and that they are not disqualified for reappointment. Members are requested to consider their reappointment on a remuneration to be decided by the Board or Committee thereof for the ensuing Financial Year i.e. 2014-15. The Notes on Accounts referred to in the Auditor''s Report are self-explanatory and give complete information.

cost audit

M/s. Arindam & Associates, Cost Accountants, Raipur (CG), have been appointed as Cost Auditors of the Company for financial year 2014-15 commencing 1st April, 2014 and in accordance with the Companies Act 2013 their remuneration is to be ratified at the Annual General Meeting.

corporate governance:

The Company has been pro-active in following the principles and practices of good Corporate Governance. The Company has taken adequate steps to ensure that the conditions of Corporate Governance as stipulated in Clause 49 of the Listing agreements with the Stock Exchanges are complied in its letter and spirit. A separate Section on Corporate Governance forming part of the Directors'' Report and the certificate from the Company''s auditors confirming the compliance of conditions on Corporate Governance as stipulated in Clause 49 of the listing agreement is annexed hereto.

sexual harassment act, 2013:

No complaints relating sexual harassment were received in financial year 2013-14.

vigil mechanism:

As per Section 177 (9) & (10) of the Companies Act, 2013 and Clause 49 of the Listing agreements with the Stock Exchanges Listed Companies has to establish a Vigil Mechanism for Directors and employees to report genuine concerns.

APPRECIATION:

Your Directors take this opportunity to express their deep and sincere gratitude to the employees, who have largely contributed to the efficient management of your Company, as well as to the Government of India and Regulatory Authorities for their co-operation, support and guidance. The Directors also place on records their appreciation for the Company''s valued customers, bankers, vendors, employee unions, shareholders and all other business associates for their continued support and confidence in the company and its management.

For and on behalf of the Board of Directors

Place: Mumbai (Arvind S. Shah) Date: 29/05/2014 Chairman


Mar 31, 2012

The Directors are pleased to present the 32nd Annual Report and Statement of Accounts of your Company, for the year ended on 31st March, 2012.

FINANCIAL RESULTS:

(Rupees in Lacs) Particulars Financial year ended Financial Year ended 31st 31st March 2012 March 2011

Operating Income 21,745.00 20,347.33

Other Income 107.20 94.04

Total Receipts 21,852.20 20,441.37

EBIDTA 3,609.18 3,367.30

Less: Interest & Financial Charges 1491.01 971.19

Depreciation & Amortisation 577.94 517.02

Less: Transfer from Revaluation Reserve 49.02 528.92 55.33 461.69

Profit Before Tax 1,589.25 1,934.42

Less: Provision for current taxation 405.67 570.62

Less: Deffered Tax Liability/(Asset) 125.55 67.84

Profit for the year 1,058.03 1,295.96

Add: Balance in P&L Account 2006.16 1438.79

Less: Previous Year adjustments (net) 17.67 54.71

Amount Available for appropriation 3046.52 2680.04

Appropriations:

General Reserve 1000.00 500.00

Dividend 149.61 149.60

Tax on distributed Profits 24.27 24.27

Balance Carried forward to Balance Sheet 1872.64 2006.16

DIVIDEND:

The Board of Directors of the Company in their meeting held on 10th August, 2012 has recommended a dividend @ 25%, i.e. Rs. 2.50/- per equity share of the Company for the financial year ended on 31st March' 2012 and fixed 20th September' 2012 as the record date for the purpose of payment of dividend.

PERFORMANCE REVIEW:

The sales and other Income for the financial year 2011 - 2012 were Rs. 21852.20 lacs as against Rs. 20441.38 lacs for the year 2010 - 2011, registering an increase of 6.91% over the last year's figure.

The Profit before tax was Rs. 1589.25 lacs and Profit after tax was Rs. 1058.03 lacs for the financial year under review as against Rs. 1934.41 lacs and Rs. 1295.95 lacs of the previous year, a decline of 17.84% and 18.36% over the last year's respective figures.

FUTURE PROSPECTS:

Analysis of the drivers and challenges indicate that the factors which lead to the growth of the market include increasing demand from automobile sector, strong economic growth, supportive government participation, low cost of labour and improving technology and modernization. Strong opportunity exists in the market as increasing demand for castings will drive the production of such products. This coupled with the fact that the Indian economy is growing strongly will lead to a developing market.

Additionally, improving production technology and government support will help to stimulate growth in this market. The key challenges identified are the market constraints, rising input costs and low capacity utilization. Restriction to local markets and infrastructure constraints deters the growth of this market. Fluctuating input costs & supply and low capacity utilization also acts as a major bottleneck. In future, your company will take benefit of all the positive factors and plan to overcome the negative factors.

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

Information as required under section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 is given in the Annexure and forms part of this report.

PUBLIC DEPOSITS:

The Company has not accepted any deposit within the meaning of section 58A of the Companies Act, 1956 and the Rules made there under.

MANAGEMENT DISCUSSION AND ANALYSIS:

A report on Management Discussion and Analysis(MDA), which is forming part of this Report, inter-alia, adequately deal with the operations as also current and future outlook of the Company.

PARTICULARS OF EMPLOYEES:

Information pursuant to Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, is given as below-

Name of the Age (Years) Qualification Experience employee (Years)

Mr. Arvind Shah 71 B. Com. 46

Name of the Designation Date of Joining Remuneration (Rs.) employee

Mr Arvind Shah Chairman 25/08/1980 69,97,160

BOARD OF DIRECTORS:

Shri Rajendra A. Shah, Shri H. S. Parikh and Shri Shivji R. Shah, Directors of the Company retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. Your Directors recommend their appointment.

DIRECTORS' RESPONSIBILITY STATEMENT:

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

a) In the preparation of the annual accounts for the year 2011 - 12, the applicable accounting standards have been followed and there are no material departures.

b) They have selected such accounting policies and have 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 Company at the end of the financial year, and of the profit of the Company for the period ended on 31st March, 2012.

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

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

COST AUDIT

M/s. Murty A.V.R. & Co., Cost Accountants, Bhiali have been appointed as Cost Auditors of the company for Financial year 2011-12 commencing 1st April, 2011, subject to approval of Central Government. Audit of the Cost Accounts of the company for the year ended 31st March, 2012 will be conducted by the Cost Auditors and Cost Audit Report will be submitted to the Ministry of Corporate Affairs, Government of India within prescribed time.

CORPORATE GOVERNANCE:

The Company has been pro-active in following the principles and practices of good Corporate Governance. The Company has taken adequate steps to ensure that the conditions of Corporate Governance as stipulated in Clause 49 of the Listing agreements with the Stock Exchanges are complied in its letter and spirit. A separate section on Corporate Governance forming part of the Directors' Report and the certificate from the Company's auditors confirming the compliance of conditions on Corporate Governance as stipulated in Clause 49 of the listing agreement is annexed hereto.

AUDITORS AND AUDITOR'S REPORT:

M/s Taunk & Srikanth, Chartered Accountants, who are the Statutory Auditors of the Company, hold office until the conclusion of ensuing Annual General Meeting and are eligible for reappointment. The Company has received letter from them to the effect that their reappointment, if made, would be within the prescribed limits under Section 224 (1B) of the Companies Act, 1956 and that they are not disqualified for reappointment within the meaning of Section 226 of the said Act.

The Notes on Accounts referred to in the Auditor's Report are self-explanatory give complete information.

APPRECIATION:

Your Directors wish to place on record their appreciation towards the contribution of all employees of the company and their gratitude to the Company's valued customers, bankers, vendors, employee unions, Government authorities, shareholders and all other business associates for their continued support and confidence in the company and its management.

For and on behalf of the Board

Place: Mumbai

Date: 10th August, 2012 (Arvind Shah)

Chairman


Mar 31, 2011

Dear Members,

The Directors are pleased to present the 31st Annual Report and Statement of Accounts of your Company, for the year ended on 31st March 2011.

FINANCIAL RESULTS: (Amt. Rs. Lacs) Year Ended Year Ended 31-03-2011 31-03-2010

Operating Income 20,347.33 16,440.99

Other Income 94.04 156.28

Total Receipts 20,441.37 16.597.28

EBIDTA 3.367.30 2767.67

Less: Interest & 971.19 725.26 Financial Charges

Depreciation 517.02 466.64 Less: Transfer from 55.33 56.24 Revaluation Reserve 461.69 410.40 Profit before Tax 1934.42 1,632.02

Less : Provision for Current Taxation 570.00 500.00

Provision for - - Fringe Benefit Tax

Provision for Deferred Tax 67.83 67.63

Provision for Wealth Tax 0.62 0.84

Profit after Tax 1,295.96 1.063.54

Add: Balance in Profit & Loss Account 1,438.78 1,043.91

Less : Previous Year 54.71 14.49 Adjustments (Net)

Amount Available for 2.680.03 2.092.96 Appropriations:

Appropriation General Reserve 500.00 496.65

Dividend - 134.64

Tax on Distributed Profits - 22.88

Balance Carried forward to Balance Sheet 2180.04 1,438.79

DIVIDEND:

The Board of Directors of the Company in their meeting held on 25th July' 2011 has recommended a dividend @ 25%, i.e. Rs.2.50/- per equity shares of the Company for the financial year ended on 31st March, 2011 and fixed 16th September, 2011 as record date for the purpose of payment of dividend.

PERFORMANCE REVIEW:

The sales and other Income for the financial year 2010 - 2011 were Rs. 20441.38 lacs as against Rs. 16,597.29 lacs for the year 2009 - 2010, registering an increase of 23.16% over the last year's figure.

The Profit before tax was Rs. 1934.42 lacs and Profit after tax was Rs. 1295.96 lacs for the financial year under review as against Rs. 1,632.01 lacs and Rs. 1,063.53 lacs of the last year, an improvement by 18.52 % and 21.85 % over the last year's respective figures.

FUTURE PROSPECTS:

The Indian economy is strongly on track and expected to grow continuously. The Company is expected to maintain a steady growth and use the opportunity available in the Railway, Power and Oil and gas industry. The combination of effective manufacturing costs with good quality systems would give an edge to the Company in terms of pricing & quality and the demands for greater environmental protection caused serious challenges to the casting industry.

The casting industry supplies castings not only for the automotive industry but also for a number of other industries including railways, farming, public works machines, machining tools and public services. It is indeed the backbone of many industries.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPOTION & FOREIGN EXCHANGE EARNINGS AND OUTGO:

Information as required under section 217(1)(e) of the Companies Act, 1956 read with the Companies(Disclosure of particulars in the Report of Board of Directors) Rules, 1988 is given in the Annexure and forms part of this report.

PUBLIC DEPOSITS:

The Company has not accepted any deposit within the meaning of section 58A of the Companies Act, 1956 and the Rules made there under.

MANAGEMENT DISCUSSION AND ANALYSIS:

A report on Management Discussion and Analysis(MDA), which is forming part of this Report, inter-alia, adequately deal with the operations as also current and future outlook of the Company.

INDUSTRIAL RELATIONS:

The employee relations have remained cordial throughout the year and industrial harmony was maintained. Measures for the safety, training and development of the employees continued to receive top priority. The Directors place on record their appreciation of the valuable contribution made by the employees of the Company at all levels towards the performance and growth of the Company.

PARTICULARS OF EMPLOYEES:

Information as per Section 217(2A) of the Companies act, 1956 read with the Companies (Particulars of employees) Rules 1975 as amended are not applicable, as none of the employees drew remuneration beyond the limits specified.

BOARD OF DIRECTORS:

Shri. Arvind Shah, Shri Shailesh A Shah and Shri Kisan R Choksey, Directors of the Company retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. Your Directors recommend their appointment.

DIRECTOR'S RESPONSIBILITY STATEMENT:

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

a) In the preparation of the annual accounts for the year 2010-11, the applicable accounting standards have been followed and that there are no material departures.

b) They have selected such accounting policies and have 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 Company at the end of the financial year, and of the profit of the Company for the period ended 31st March, 2011.

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

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

CORPORATE GOVERNANCE:

The Company has been pro-active in following the principles and practices of good Corporate Governance. The Company has taken adequate steps to ensure that the conditions of Corporate Governance as stipulated in Clause 49 of the Listing agreements with the Stock Exchanges are complied in its letter and spirit. A separate section on Corporate Governance forming part of the Directors' Report and the certificate from the Company's auditors confirming the compliance of conditions on Corporate Governance as stipulated in Clause 49 of the listing agreement is annexed hereto.

AUDITORS AND AUDITOR'S REPORT:

M/s Taunk & Srikanth, Chartered Accountants, who are the Statutory Auditors of the Company, hold office until the conclusion of ensuing Annual General Meeting and are eligible for reappointment. The Company has received letter from them to the effect that their reappointment, if made, would be within the prescribed limits under Section 224 (1B) of the Companies Act, 1956 and that they are not disqualified for reappointment within the meaning of Section 226 of the said Act.

The Notes on Accounts referred to in the Auditor's Report are self-explanatory give complete information.

APPRECIATION:

Your Directors wish to thank and place on record their appreciation for all the employees, workers, staff and the officers for their hard work, solidarity, co-operation and support during the year. The Directors also place on record their appreciation for the continued support from Financial Institutions, Bankers, Shareholders and all other business associates.

For and on behalf of the Board (Arvind Shah) Chairman

Place : Mumbai Date : 25th July, 2011



 
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