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Directors Report of Stovec Industries Ltd.

Dec 31, 2016

TO THE MEMBERS

The Directors are pleased to present the 43rd Annual Report and the Audited Financial Statement of the Company for the year ended December 31, 2016.

1. FINANCIAL RESULTS

Particulars

Current Year 31.12.2016 (Rs, in Millions)

Previous Year 31.12.2015 (Rs, in Millions)

Revenue from Operations (net) Other Income

1885.13

39.48

1,567.02

35.55

(a) Total Income:

(b) Total Expenditure:

1924.61

1533.58

1,602.57

1,240.34

Gross Profit before Depreciation and Amortization expenses

391.03

362.23

Less: Depreciation & Amortization expenses Operational Profit/Profit Before Tax

51.25

339.78

51.57

310.66

Less: Current Tax Deferred tax

Excess provision of income tax of earlier years (Net)

120.48

(4.87)

0.23

115.84

104.65

2.06

(1.44)

105.27

Profit After Tax

223.94

205.39

Add: Profit brought forward from previous year

425.54

313.99

Profit available for appropriation

649.48

519.38

Dividend on equity shares

64.73

60.55

Tax on Dividend

13.18

12.33

Amount transferred to General Reserves

—

21.00

Short (Excess) Provision on earlier year''s Dividend Distribution Tax

—

(0.04)

Profit carried forward to Balance Sheet

571.57

425.54

2. PERFORMANCE OVERVIEW Standalone

In financial year 2016, your Company moved forward strongly, sustained the performance and attained double digit growth in revenue. Your Company has demonstrated good performance during the year and recorded standalone revenue from operations of Rs. 1885.13 Million (Previous year Rs. 1567.02 Million), a growth of about 20 % in comparison to prior year. The increase in revenue was contributed by growth in sales of almost all product lines and more particularly Rotary Screen Printing Machine and Nickel Perforated Screens and was driven by increased market presence. The Company has achieved standalone Profit before tax of Rs. 339.78 Million (Previous year Rs. 310.66 Million), a growth of about 9 % in comparison to prior year.

Consolidated

The consolidated revenue from operations stood at Rs. 1946.43 Million (Previous year Rs. 1621.98 Million), an increase of about 20% in comparison to prior year. The Company''s consolidated Profit before tax for the financial year 2016 stood at Rs. 377.85 Million (Previous year Rs. 331.79 Million).

3. RESERVES AND SURPLUS

The Company has not transferred any amount to General Reserves for the financial year 2016.

4. DIVIDEND

Considering the Company''s financial performance, the Board of Directors have recommended payment of Final Dividend of Rs. 31/- per equity share having face value of Rs. 10/- each (i.e. 310%) for the financial year ended on December 31, 2016. This Final Dividend is subject to the approval of Members in the 43rd Annual General Meeting.

5. SUBSIDIARY COMPANY

Atul Sugar Screens Private Limited ("ASSPL") is a Wholly Owned Subsidiary of the Company. Your Company has obtained a certificate from the Statutory Auditors of the Company certifying that the Company is in compliance with the Foreign Exchange Management (Transfer or issue of security by a person resident outside India) Regulations, 2000 with respect to the downstream investments made in Atul Sugar Screens Private Limited.

A Summary of Performance of ASSPL is provided below:

The revenue from operations of ASSPL during the financial year 2016 stood at Rs. 162.02 Million [Previous year Rs. 154.88 Million]. ASSPL recorded Profit before tax of Rs. 37.41 Million (Previous year Rs. 22.96 Million).

Pursuant to the provisions of Section 129 (3) of the Companies Act, 2013 ("the Act"), a statement containing the salient features of financial statements of ASSPL in the prescribed Form AOC-1 is provided in Annexure-I forming part of this report. The Audited Financial Statements of ASSPL are available on the Company''s website at www.stovec.com and the same are also available for inspection at the registered office of the Company as per the details mentioned in the Notice of 43rd Annual General Meeting. Your Company will also make available these documents upon written request by any Member of the Company interested in obtaining the same.

The Annual Audited Consolidated Financial Statements together with the Report of Auditor''s thereon forms part of this Annual Report.

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

Information as required to be given under Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is provided in Annexure II forming part of this Report.

7. FIXED DEPOSITS

For the year ending December 31, 2016, the Company has not accepted any deposits falling within the purview of Section 73 of the Act and rules made there under.

8. COMMUNICATION FROM AHMEDABAD STOCK EXCHANGE LIMITED

The Company has received communication from Ahmedabad Stock Exchange Limited ("ASE") informing about its exit Policy. It has requested Company not to do compliance with ASE and to continue compliance with stock exchange where the securities of the Company are further listed (i.e. BSE Ltd for your Company). Accordingly the Company is now not required to do compliance with ASE.

9. CORPORATE GOVERNANCE

A separate report on Corporate Governance Compliance and a Management Discussion and Analysis Report as stipulated in Regulation 34 (3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") forms part of the Director''s Report as Annexure-III and IV respectively along with the required Certificate from the Practicing Company Secretary regarding compliance of the conditions of Corporate Governance.

10. AUDIT COMMITTEE

The Company has in place an Audit Committee in terms of requirements of the Act read with rules framed there under and Listing Regulations. The details relating to the Audit Committee are given in the Corporate Governance Report forming part of this report. The recommendations of Audit Committee were duly accepted by the Board of Directors.

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL

At the 43rd Annual General Meeting, Mr. Eiko Ris (DIN: 07428696) retires by rotation and being eligible, offers himself for re-appointment.

The Members at the 41st Annual General Meeting, appointed Mr. Khurshed. M. Thanawalla (DIN: 00201749) and Mr. Marco Wadia (DIN: 00244357) as an Independent Director of the Company for a consecutive term of five years as per requirement of the Act. The above named Independent Directors have furnished declarations to the Company, confirming that they meet the criteria prescribed for Independent Directors under Section 149 (6) of the Act and Regulation 16(1)(b) of the Listing Regulations.

12. BOARD MEETING

During the financial year ended December 31, 2016, six meetings of the Board of Directors were held. The details of the attendance of Directors at the Board Meeting are mentioned in the Corporate Governance Report annexed hereto.

13. PERFORMANCE EVALUATION

The details of Annual Performance Evaluation of Individual Directors including Chairperson, Board of Directors and Committees of Board of Directors are mentioned in the Corporate Governance Report.

14. CORPORATE SOCIAL RESPONSIBILITY

In accordance with Section 135 of the Act and Rules framed there under, the Company has constituted a Corporate Social Responsibility ("CSR") Committee of Directors. The details of composition of CSR Committee are given in the Corporate Governance Report. The details of CSR policy and CSR spending by the Company have been provided as Annexure-V to this report, as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014.

15. REMUNERATION POLICY

The details of the Remuneration Policy is mentioned in the Corporate Governance Report. A Statement of Disclosure of Remuneration pursuant to Section 197 of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, (as amended) is provided as Annexure VI forming part of this Report.

16. REMUNERATION TO INDEPENDENT DIRECTORS

Based on the recommendation from Nomination and Remuneration Committee and subject to the approval of Members in the forthcoming General Meeting, the Board of Directors have approved profit linked Commission (in addition to the payment of sitting fees and reimbursement of expenses incurred for attending the meetings of the Board and its Committee(s) thereof) to Independent Directors of not exceeding 1% (one percent) per annum, of the net profits of the Company (computed as per Section 198 of the Act) for each financial year, for a period of three financial years commencing from January 1, 2017.

17. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope of Internal Audit is well defined in the organization. The Internal Audit report regularly placed before the Audit Committee of the Board. The Management monitors and evaluates the efficacy and adequacy of internal control systems in the Company, its compliance with operating systems, accounting procedures and policies. Based on the report of Internal Auditors, process owners undertake corrective action in their respective areas and thereby strengthening the controls continuously. Significant audit observations, if any, and corrective actions suggested and taken are presented to the Audit Committee of the Board.

18. EXTRACTS OF ANNUAL RETURN

The extracts of Annual Return in Form MGT-9 as required under Section 92(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014 (as amended), forms part of this Report as Annexure VII.

19. PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES

During the year under review, all the Related Party Transactions were entered into by the Company in the ordinary course of business and on arm''s length basis. Hence reporting in Form AOC-2 is not applicable to the Company.

20. PARTICULARS OF LOANS, GUARANTEE OR INVESTMENTS

A statement providing particulars of Loans, Guarantees or Investments under Section 186 of the Act is provided as Annexure VIII forming part of this Report.

21. VIGIL MECHANISM

As per the provisions of Section 177(9) of the Act, the Company is required to establish a Vigil Mechanism for Directors and Employees to report genuine concerns. The Company has a Whistle Blower Policy (also known as Vigil Mechanism) in place and the details of the Whistle Blower Policy are provided in the Report on Corporate Governance forming part of this Report.

The Company has disclosed information about the establishment of the Whistleblower Policy on its website at www.stovec.com at http://www.spaprints.com/uploads/documents/Stovec/Stovec-policies/Whistle Blower Policv.pdf.

22. RISK MANAGEMENT

The Company has formulated Risk Management Policy in order to monitor the risks and to address/mitigate those risks associated with the Company. The Board of Directors do not foresee any elements of risk, which in its opinion, may threaten the existence of the Company.

23. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134 (3)(c) and 134 (5) of the Act, your directors confirm, to the best of their knowledge and belief:

a) that in the preparation of the annual financial statements for the year ended December 31, 2016, the applicable accounting standards have been followed and that no material departures have been made from the same;

b) that such accounting policies have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company as at December 31, 2016 and of the profit of the Company for the year ended on that date;

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

d) that the annual financial statements for the year ended December 31, 2016, have been prepared on a going concern basis;

e) that proper internal financial controls are in place in the Company and that such internal financial controls are adequate and are operating effectively; and

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

24. POLICY ON PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company has in place a Policy on Prevention of Sexual Harassment of Women at Workplace in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed there under and Internal Complaints Committee has also been set up to redress complaints regarding sexual harassment. During the year, no complaint with allegations of sexual harassment was received by the Company.

25. REPORTING OF FRAUDS

There have been no instances of fraud reported by the Statutory Auditors under Section 143(12) of the Act and Rules framed hereunder, either to the Company or to the Central Government.

26. STATUTORY AUDITORS

Pursuant to the provisions of Section 139 of the Act and rules framed hereunder, M/s Price Waterhouse, Chartered Accountants, (Firm Registration No. 301112E) were re-appointed as Statutory Auditors of the Company for a consecutive term of five years to hold office from the conclusion of Forty first (41st) Annual General Meeting until the conclusion of the Forty sixth (46th) Annual General Meeting of the Company to be held in the calendar year 2020, subject to ratification of their re-appointment by Members at every subsequent Annual General Meeting.

The Company has received a letter from M/s. Price Waterhouse, Chartered Accountants, showing their unwillingness for ratification of their re-appointment as a Statutory Auditors of the Company in the forthcoming Annual General Meeting. The Company has received letter from M/s Deloitte Haskins & Sells LLP, Chartered Accountants, to the effect that if their appointment is considered as Statutory Auditors of the Company at the ensuing Annual General Meeting, then the same would be according to the terms and conditions prescribed under Sections 139 and 141 of the Act and rules framed there under.

The Board of Directors on recommendation of the Audit Committee appointed M/s. Deloitte Haskins & Sells LLP, Chartered Accountants (Firm Registration No. 117366W/W-100018) as the Statutory Auditors of the Company from the conclusion of 43rd Annual General Meeting until the conclusion of 48th Annual General Meeting (subject to ratification by Members at every subsequent Annual General Meeting).

A resolution seeking approval of appointment of M/s. Deloitte Haskins & Sells LLP, Chartered Accountants, as statutory auditors of the Company forms part of the Notice convening the 43rd Annual General Meeting and the same is recommended for consideration and approval of Members.

27. COST RECORDS AND COST AUDITORS

The Board of Directors on the recommendation of the Audit Committee, have appointed M/s Dalwadi and Associates, Cost Accountants (Firm Registration No. 000338) as its Cost Auditors to audit the cost records of the Company for the financial year 2017, at a remuneration as mentioned in the Notice convening the 43rd Annual General Meeting. A certificate has been received from the Cost Auditors to the effect that their appointment as Cost Auditors of the Company, if made, would be in accordance with the limits specified under Section 141 of the Act and Rules framed there under. A resolution seeking Member''s approval for the remuneration payable to Cost Auditors forms part of the Notice convening 43rd Annual General Meeting of the Company and the same is recommended for the consideration and approval of Members. The Company will file the Cost Audit Report for the financial year 2016, within the time limit as prescribed under the Companies (Cost Records and Audit) Amendment Rules, 2014/2016.

28. SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (as amended), the Company has appointed M/s Sandip Sheth & Associates, Practicing Company Secretaries (COP No. 4354), for conducting Secretarial Audit of the Company for the financial year ended on December 31, 2016. The Secretarial Audit Report is provided as Annexure-IX to this report.

29. AUDITORS REPORT

There are no qualifications, reservations or adverse remarks made by M/s Price Waterhouse, Chartered Accountants, Statutory Auditors, in their audit report and by M/s Sandip Sheth & Associates, Practicing Company Secretaries, Secretarial Auditors in their secretarial audit report and therefore need not require any comments under section 134(3)(f) of the Act.

30. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING FINANCIAL POSITION OF THE COMPANY FROM THE END OF FINANCIAL YEAR AND TILL THE END OF THIS REPORT

There have been no material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of this Report.

31. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

As on date of this report, there are no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and operations of the Company in future.

32. PARTICULARS OF EMPLOYEES

Your Directors place on record their deep appreciation for the contribution made by the employees of the Company at all levels.

The information on employees particulars as required under Section 197 (12) of the Act read with Rule 5 (2) and 5 (3) of the Companies (Appointment and Remuneration of Managerial

Personnel) Rules, 2014 (as amended), is provided in the Annexure forming part of the Report. In terms of Section 136 of the Act, the Report and financial statements are being sent to the Members and others entitled thereto, excluding aforesaid Annexure. The said information is available for inspection by the Members at the Registered Office of the Company as per the details mentioned in the Notice of 43rd Annual General Meeting, on any working day (except Saturday, Sunday and Public Holidays) up to the date of the 43rd Annual General Meeting. Any Member interested in obtaining a copy of the same may write to the Company Secretary of the Company.

33. ACKNOWLEDGEMENT

The Board of Directors express its deep sense of appreciation for the contribution, co-operation and confidence reposed in the Company by SPGPrints B.V. - the Parent Company. The Board of Directors also extend its gratitude to its valued shareholders, employees, customers, bankers, suppliers and other stakeholders for their continued co-operation and support.

For and on behalf of Board of Directors

Sd/-

Place: Mumbai K.M.Thanawalla

Date: March 25, 2017 Chairman

DIN: 00201749


Dec 31, 2014

Dear Members,

The Directors are pleased to present the Forty First Annual Report and the Audited Statement of Accounts of the Company for the year ended December 31, 2014.

1. FINANCIAL RESULTS:

Particulars Current Year 31.12.2014 Amt. (in Rs.)

Revenue from Operations 949,088,603 772,756,206

Other Income 31,399,313 34,654,265

(a) Total Income: 980,487,916

(b) Total Expenditure: 789,192,430

Gross Profit before Depreciation and Amortisation expenses 191,295,486

Less: Depreciation & Amortisation 26,149,348 expenses

Operational Profit/ Profit Before Tax 165,146,138

Less: Current Tax 50,592,887 48,457,357

Deferred tax 3,545,591 147,255

Excess provision of income tax of earlier years - 54,138,478 (3,235,948) (Net)

Profit After Tax 111,007,660

Add: Profit brought forward from previous year 253,477,939

Profit available for appropriation 364,485,599

Dividend on equity shares 32,364,248

Tax on Dividend 6,626,473

Amount transferred to General Reserves. 11,500,000

Short Provision on earlier year''s Dividend -

Profit carried forward to Balance Sheet 313,994,878

Particulars Previous Year 31.12.2013 Amt. (in Rs.)

Revenue from Operations

Other Income

(a) Total Income: 807,410,471

(b) Total Expenditure: 641,266,011

Gross Profit before Depreciation and Amortisation expenses 166,144,460

Less: Depreciation & Amortisation 14,960,354 expenses

Operational Profit/ Profit Before Tax 151,184,106

Less: Current Tax

Deferred tax Excess provision of income tax of earlier years 45,368,664 (Net)

Profit After Tax 105,815,442

Add: Profit brought forward from previous year 195,477,645

Profit available for appropriation 301,293,087

Dividend on equity shares 31,320,240

Tax on Dividend 5,322,875

Amount transferred to General Reserves. 11,000,000

Short Provision on earlier year''s Dividend 172,033

Profit carried forward to Balance Sheet 253,477,939

2. DIVIDEND:

Considering the Company''s financial performance, the Directors have recommended payment of Final Dividend of Rs. 15.50/- per share (155 %) for the financial year ended on December 31, 2014.

3. PERFORMANCE OVERVIEW:

Your Company has demonstrated overall good performance during the year and has achieved revenue from operations of Rs. 949.09 Million (Previous year Rs. 772.76 Million); a growth of about 23 % in comparison to prior year, contributed by growth in sales of all product lines driven by increased market presence. The Company has achieved Profit before Tax of Rs. 165.15 Million (Previous year Rs. 151.18 Million), a growth of about 9 % in comparison to prior year. The Company achieved milestone in its history and crossed the mark of Rs. 1,000 Million during the financial year 2014 recording consolidated revenue from operations of Rs. 1023.44 Million, an overall increase of about 32 % in the revenue. The Company''s consolidated Profit before Tax for the financial year 2014 stood at Rs. 172.52 Million.

4. AUDITORS REPORT:

The observations made in the Auditors Report are self explanatory and therefore need not require any comments under section 217(3) of the Companies Act, 1956.

5. FIXED DEPOSITS:

For the year ending December 31, 2014, the Company has not accepted any deposits from the public falling within the purview of Section 58A & 58AA of the Companies Act, 1956 and rules made there under.

6. CORPORATE GOVERNANCE:

A separate report on Corporate Governance Compliance and a Management Discussion and Analysis Report as stipulated by Clause 49 of the listing agreement forms part of the Annual Report along with the required Certificate from the Practicing Company Secretary regarding compliance of the conditions of Corporate Governance as stipulated by Clause 49 of the Listing Agreement.

7. DIRECTORS:

Pursuant to Section 149, 152 and other applicable provision, if any, of the Companies Act, 2013 and rules framed thereunder read with Schedule IV to the Companies Act, 2013 and as per Clause 49 of the listing agreement, Mr. K.M. Thanawalla and Mr. Marco Wadia, proposed to be appointed as an Independent Director of the Company for a period of five consecutive years from the date of the ensuing Annual General Meeting till the conclusion of 46th Annual General Meeting to be held in the calendar year 2020 and recommended to the shareholders for their approval.

Mr. Dirk Wim Joustra retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

In the Board of Director''s Meeting held on February 19, 2015, the Board has appointed Woman Director, Ms. Everdina Herma Slijkhuis, as an Additional Director on the Board, w.e.f. February 19, 2015, who holds office up to the date of the forthcoming Annual General Meeting and is eligible for appointment as a Director of the Company. The Notice under Section 160 of the Companies Act, 2013 has been received from a Member proposing her candidature for the office of Director.

During the year under review, Mr. Girish Sharedalal, Independent Director, has resigned from the Board w.e.f. August 13, 2014 due to his advanced age. Mr. Joost Smits, Director, has also resigned from the Board w.e.f. February 19, 2015 due to his other pre-occupations. The Board placed on record its appreciation for the contribution made by Mr. Joost Smits in the growth of the Company. The Board also placed on record its appreciation for the valuable contribution made by Mr. Girish Sharedalal during his tenure as an Independent Director of the Company.

8. ACQUISITION

During the year under review, the Company has acquired 100% Equity Shares of Atul Sugar Screens Pvt. Ltd. and certain assets from Atul Electro Formers Limited. Consequent to the said acquisition of Equity Shares of Atul Sugar Screens Pvt. Ltd., it became the Wholly Owned Subsidiary of the Company.

9. SUBSIDIARY

The Ministry of Corporate Affairs vide its Circular No: 2/2011 dated: February 8, 2011 has granted general exemption from attaching the balance sheet, statement of profit and loss and other documents of the subsidiary companies with the balance sheet of the Company. A statement containing brief financial details of the Company''s wholly owned subsidiary M/s Atul Sugar Screens Pvt. Ltd., for the financial year ended December 31, 2014 is included in the Annual Report. The annual accounts of the wholly owned subsidiary and the related detailed information will be made available to any member of the Company and wholly owned subsidiary company, seeking such information at any point of time. The Annual Accounts of the wholly owned subsidiary company shall also be available for inspection by any member at the registered office of the Company and of the wholly owned subsidiary company on any working day during business hours. The consolidated financial statements presented by the Company include the financial information of it''s wholly owned subsidiary company M/s Atul Sugar Screens Pvt. Ltd.

10. OPEN OFFER

During the year under review, Print II B.V., the Acquirer along with SPGPrints Group B.V. and SPGPrints B.V., the Person Acting in Concert with Acquirer, has made an Open Offer to the public shareholders of the Company for acquisition of 542,885 Equity Shares at the price of Rs. 566.90 per equity share. Pursuant to the said Open Offer, total 1,284 Equity Shares were acquired by the Acquirers along with PAC''s and been transferred to the SPGPrints B.V., the Person Acting in Concert, on January 5, 2015, consequent to which the shareholding of SPGPrints B.V. has increased to 1,483,777 Equity Shares in the Company constituting 71.06% of the Issued and Paid up Share Capital of the Company.

11. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the provisions of sub-section 2AA of Section 217 of the Companies Act, 1956, your directors confirm that:

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

b) the accounting policies selected has been applied consistently and that the 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 at the end of the financial year and the Profit or Loss of the Company for that period;

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

d) the annual accounts has been prepared on a going concern basis.

12. AUDITORS:

The Company''s Statutory Auditors, M/s. Price Waterhouse, Chartered Accountants, (Firm Registration No. 301112E) retires at the forthcoming Annual General Meeting and has shown their willingness to continue as Statutory Auditors of the Company. A certificate from Statutory Auditors has been received to the effect that their appointment as Statutory Auditors of the Company, if made, would be according to the terms and conditions prescribed under Sections 139 and 141 of the Companies Act, 2013 and rules framed thereunder. The Board of Directors on recommendation of the Audit Committee, recommends the re-appointment of M/s. Price Waterhouse as the Statutory Auditors of the Company from the conclusion of this Annual General Meeting until the conclusion of the Forty sixth (46th) Annual General Meeting of the Company to be held in the calendar year 2020 subject to ratification by Members at every Annual General Meeting.

Members are requested to re-appoint M/s. Price Waterhouse, Chartered Accountants and authorize the Board of Directors (including its committee thereof) to fix their remuneration.

13. COST RECORDS AND COST AUDITORS:

As per the Cost Order dated: November 6, 2012, issued by Cost Audit Branch, Ministry of Corporate Affairs, the Company required to get its cost records audited for financial year 2013 and therefore the Company has appointed M/s. Dalwadi and Associates, Cost Accountants (Firm Registration No.000338) as its Cost Auditors to audit the cost records of the Company for the financial year 2013. The Cost Audit Report for the financial year ended December 31, 2013 which was due for filing on June 29, 2014 was filed with the Central Government on June 28, 2014. M/s. Dalwadi and Associates, Cost Accountants, appointed as the Cost Auditors of the Company to audit the cost records of the Company for the financial year 2014 and the Cost Audit Report for the financial year ended December 31, 2014 will be filed in prescribed time.

14. PARTICULARS WITH RESPECT TO CONSERVATION OF ENERGY ETC.:

The particulars prescribed under Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is annexed hereto as Annexure I and forms part of this Annual Report.

15. PARTICULARS OF EMPLOYEES:

The particulars prescribed under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended, forms part of this report. However as per the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, this Report and Accounts are being sent to all the members of the Company, excluding the Statement of Particulars of Employees to be provided under Section 217(2A) of the Act. Any member interested in obtaining such particulars may inspect the same at the Registered Office of the Company or write to the Company Secretary for a copy.

16. ACKNOWLEDGEMENT:

We wish to place on record our gratitude for the contributions, co-operation and confidence reposed in the Board of Directors by SPGPrints B.V. and other shareholders, our valued employees and customers, our bankers, suppliers and other stakeholders.

For and on behalf of Board of Directors

Sd/- Place : Ahmedabad K.M.Thanawalla Date : February 19, 2015 Chairman DIN: 00201749


Dec 31, 2013

The Directors are pleased to present the Fortieth Annual Report and the Audited Statement of Accounts of the Company for the year ended December 31, 2013.

1. FINANCIAL RESULTS:

Particulars Current Year Previous Year 31.12.2013 31.12.2012 Amt. (in Rs.) Amt. (in Rs.)

Revenue from Operations 772,756,206 730,889,688

Other Income 34,654,265 31,153,794

(a) Total Income: 807,410,471 762,043,482

(b) Total Expenditure: 641,266,011 639,587,000

Gross Profit before Depreciation and Amortisation expenses 166,144,460 122,456,482

Less: Depreciation & Amortisation expenses 14,960,354 15,428,555

Operational Profit/Profit Before Tax 151,184,106 107,027,927

Less: Current Tax 48,457,357 31,774,445

Deferred tax 147,255 1,842,880

Excess provision of income tax of earlier years (Net) (3,235,948) 45,368,664 (582,352) 33,034,973

Profit After Tax 105,815,442 73,992,954

Add: Profit brought forward from previous year 195,477,645 154,951,414

Profit available for appropriation 301,293,087 228,944,368

Dividend on equity shares 31,320,240 22,341,771

Tax on Dividend 5,322,875 3,624,952

Amount transferred to General Reserves 11,000,000 75,00,000

Short Provision on earlier year''s Dividend 172,033

Profit carried forward to Balance Sheet 253,477,939 195,477,645

2. DIVIDEND:

Considering the Company''s financial performance, the Directors have recommended payment of Dividend of Rs. 15/- per share (150 %) for the financial year ended on December 31, 2013.

3. PERFORMANCE OVERVIEW:

During the year under review, your Company has achieved revenue from operations of Rs. 772.76 Million (Previous year Rs." 730.90 Million). The volatility in exchange rate and liquidity issues has impacted growth in revenues. Your Company has achieved Profit before tax of Rs. 151.18 Million (Previous year Rs. 107.03 Million).

Export turnover stood at Rs. 81.41 Million; marking a growth of about 98 % in comparison to prior year.

4. AUDITORS REPORT:

The observations made in the Auditor''s Report are self explanatory and therefore need not require any comments under section 217(3) of the Companies Act, 1956.

5. FIXED DEPOSITS:

For the year ending December 31, 2013, the Company has not accepted any deposits from the public falling within the purview of Section 58A & 58AA of the Companies Act, 1956 and rules made there under.

6. CORPORATE GOVERNANCE:

A separate report on Corporate Governance Compliance and a Management Discussion and Analysis Report as stipulated by Clause 49 of the listing agreement forms part of the Annual Report along with the required Certificate from the Practicing Company Secretary regarding compliance of the conditions of Corporate Governance as stipulated by Clause 49 of the Listing Agreement.

7. DIRECTORS:

Pursuant to Section 255 and 256 of the Companies Act, 1956, Mr. Marco Wadia and Mr. K.M. Thanawalla, retires by rotation in the forthcoming Annual General Meeting of the Company and being eligible offer themselves for re-appointment. During the year under review, Mr. Girish Deshpande has resigned as a Whole time Director and Alternate Director to Mr. Joost Smits, a Director of the Company, w.e.f. October 1, 2013. The Board of Directors has appointed Mr. Shailesh Wani as an Additional Director on the Board and also as a Managing Director of the Company w.e.f. October 1, 2013, subject to the approval of Members in the General Meeting.

The Board placed on record their appreciation for the contribution made during this period by Mr. Girish Deshpande.

8. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the provisions of sub-section 2AA of Section 217 of the Companies Act, 1956, your directors confirm that:

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

b) the accounting policies selected has been applied consistently and that the 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 at the end of the financial year and the Profit or Loss of the Company for that period;

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

d) the annual accounts has been prepared on a going concern basis.

9. AUDITORS:

The Company''s Statutory Auditors, M/s. Price Waterhouse, Chartered Accountants, (Firm Registration No. 301112E) retires at the forthcoming Annual General Meeting and has shown their willingness to continue as Statutory Auditors of the Company. The Board recommends re-appointment of M/s. Price Waterhouse as the Statutory Auditors of the Company from the conclusion of the 40th Annual General Meeting until the conclusion of the next Annual General Meeting of the Company.

Members are requested to re-appoint M/s. Price Waterhouse, Chartered Accountants and authorize the Board of Directors to fix their remuneration.

10. COST RECORDS AND COST AUDITORS:

As per the Cost Order dated: November 6, 2012, issued by Cost Audit Branch, Ministry of Corporate Affairs, the Company required to get its cost records audited from financial year 2013 onwards and therefore the Company has appointed M/s. Dalwadi and Associates, Cost Accountants (Firm Registration No.000338) as its Cost Auditors to audit the cost records of the Company for the financial year 2013 and Cost Audit Report for the financial year ended December 31, 2013 will be filed with the Central Government within the prescribed time. M/s. Dalwadi and Associates, Cost Accountants has shown their willingness for re-appointment as Cost Auditor of the Company and Board of Directors at its meeting held on February 25, 2014 have re-appointed them as Cost Auditor to audit the cost records of the company for the financial year 2014.

11. PARTICULARS WITH RESPECT TO CONSERVATION OF ENERGY ETC.:

The particulars prescribed under Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is annexed hereto as Annexure I and forms part of this Annual Report.

12. PARTICULARS OF EMPLOYEES:

The particulars prescribed under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended, forms part of this report. However as per the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, this Report and Accounts are being sent to all the members of the Company, excluding the Statement of Particular of Employees to be provided under Section 217(2A) of the Act. Any member interested in obtaining such particulars may inspect the same at the Registered Office of the Company or write to the Company Secretary for a copy.

13. ACKNOWLEDGEMENT:

We wish to place on record our gratitude for the contributions, co-operation and confidence reposed in the Board of Directors by SPG Prints B.V. and other shareholders, our valued employees and customers, our bankers, suppliers and other stakeholders.

For and on behalf of Board of Directors

Place : Mumbai K.M.Thanawalla

Date : February 25, 2014 Chairman


Dec 31, 2012

TO THE MEMBERS

The Directors are pleased to present the Thirty Ninth Annual Report and the Audited Statement of Accounts of the Company for the year ended December 31, 2012.

1. FINANCIAL RESULTS:

Particulars Current Year Previous Year 31.12.2012 31.12.2011 Amt. in Rs. Amt. in Rs.

Revenue from Operations 730,889,688 601,684,542

Other Income 31,153,794 26,252,909

(a) Total Income: 762,043,482 627,937,451

(b) Total Expenditure: 639,587,000 544,362,648

Gross Profit before Depreciation and Amortisation expenses 122,456,482 83,574,803

Less: Depreciation & Amortisation expenses 15,428,555 14,879,259

Operational Profit/ Profit Before Tax 107,027,927 68,695,544

Less: Current Tax 31,774,445 20,014,987

Deferred tax 1,842,880 1,684,195

(Excess)/Short provision of Income tax of earlier years (Net). (582,352) 33,034,973 (438,676) 21,260,506

Profit After Tax 73,992,954 47,435,038

Add: Profit brought forward from previous year 154,951,414 128,939,576

Profit available for appropriation 228,944,368 176,374,614

Dividend on equity shares 22,341,771 14,302,910

Tax on Dividend 3,624,952 2,320,290

Amount transferred to General Reserves. 75,00,000 4,800,000

Profit carried forward to Balance Sheet 195,477,645 154,951,414

2. DIVIDEND:

Considering the Company''s financial performance, the Directors have recommended payment of Dividend of Rs. 10.70/- per share (107%) for the financial year ended on December 31, 2012.

3. PERFORMANCE OVERVIEW:

During the year under review, your Company has achieved revenue from operations of Rs. 730.90 Million (Previous year Rs. 601.68 Million); a growth of about 21% driven by growth in sales of almost all products lines and largely contributed by Perforated Rotary Screens and Machineries. The Company has achieved Profit before tax of Rs. 107.03 Million (Previous year Rs. 68.69 Million) registering a significant growth of around 56 % in comparison to prior year driven by increased market presence, margin expansion and enhanced operating efficiency. During the year, your Company has done exceptionally well in Textile Consumables and Machinery segment and achieved a growth of around 25% in comparison to prior year. Your Company also did well in Exports and achieved a revenue of Rs. 41.11 Million; registering a growth of about 54% in comparison to prior year.

The Company during the year introduced RDVI Gold Rotary Screen Printing Machine and it is getting good response and acceptance in the Market.

4. RECOGNITIONS:

During the year under review, the In House Research and Development Centre of your Company got recognition from Department of Scientific & Industrial Research, Ministry of Science & Technology, New Delhi. Your Company also got recognition as an Export House from Ministry of Commerce & Industry, Office of the Joint Director General of Foreign Trade.

5. AUDITORS REPORT:

The observation made in the Auditors report are self explanatory and therefore need not require any comments under section 217(3) of the Companies Act, 1956.

6. FIXED DEPOSITS:

For the year ending December 31, 2012, the Company has not accepted any deposits from the public falling within the purview of Section 58A & 58AA of the Companies Act, 1956 and rules made there under.

7. CORPORATE GOVERNANCE:

A separate report on Corporate Governance Compliance and a Management Discussion and Analysis Report as stipulated by Clause 49 of the listing agreement forms part of the Annual Report along with the required Certificate from the Practicing Company Secretary regarding compliance of the conditions of Corporate Governance as stipulated by Clause 49 of the Listing Agreement.

8. DIRECTORS:

Pursuant to Section 255 and 256 of the Companies Act, 1956, CA. Girish C. Sharedalal and Mr. Joost Smits, retires by rotation in the forthcoming Annual General Meeting of the Company and being eligible offer themselves for re-appointment. With the completion of term of contract of Mr. Ashish Kaul as a Managing Director of the Company on February 28, 2013, he has resigned as Managing Director and Director of the Company w.e.f 1st March, 2013. The Board appointed Mr. Girish Deshpande, Vice President - Finance in the Company as Alternate Director to Mr. Joost Smits w.e.f. 1st March, 2013 and designated him as Whole time Director for a period of 1 (one) year subject to the approval of Members in the forthcoming Annual General Meeting.

The Board placed on record the appreciation for the outstanding contribution made by Mr. Ashish Kaul in the growth and success of the Company.

9. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the provisions of sub-section 2AA of Section 217 of the Companies Act, 1956, your directors confirm that:

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

b) the accounting policies selected has been applied consistently and that the 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 at the end of the financial year and the Profit or Loss of the Company for that period;

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

d) the annual accounts has been prepared on a going concern basis.

10. AUDITORS:

The Company''s Statutory Auditors M/s. Price Waterhouse, Chartered Accountants, (Firm Registration No. 301112E) retires at the forthcoming Annual General Meeting and has shown their willingness to continue as statutory auditors of the Company. The Board recommends re-appointment of M/s. Price Waterhouse as the Statutory Auditors of the Company from the conclusion of the 39h Annual General Meeting until the conclusion of the next Annual General Meeting of the Company.

Members are requested to re-appoint M/s. Price Waterhouse, Chartered Accountants and authorize the Board of Directors to fix their remuneration.

11. COST RECORDS AND COST AUDITORS:

In terms of requirement of The Companies (Cost Accounting Records) Rules, 2011, your company is maintaining prescribed cost records and the Compliance Report along with the prescribed annexure thereon will be filed with the Central Government within the prescribed time. Further vide Cost Order dated: November 6, 2012 issued by Cost Audit Branch, Ministry of Corporate Affairs, the Company required to get its cost records audited from financial year 2013 onwards and therefore the Company has appointed M/s. Dalwadi and Associates, Cost Accountants (Firm Registration No.000338) as its Cost Auditors to audit the cost records of the Company for the financial year 2013.

12. PARTICULARS WITH RESPECT TO CONSERVATION OF ENERGY ETC.:

The particulars prescribed under Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is annexed hereto as Annexure I and forms part of this Annual Report.

13. PARTICULARS OF EMPLOYEES:

The particulars prescribed under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, is annexed hereto as Annexure II and forms part of this Annual Report.

14. ACKNOWLEDGEMENT:

We wish to place on record our gratitude for the contributions, co-operation and confidence reposed in the Board of Directors by Stork Prints B.V. and other shareholders, our valued employees and customers, our bankers, suppliers and other stakeholders.

For and on behalf of the Board of Directors

Place : Mumbai K.M.Thanawalla

Date : February 27, 2013 Chairman


Dec 31, 2011

The Directors are pleased to present the Thirty Eighth Annual Report and the Audited Statement of Accounts of the company for the year ended December 31, 2011.

1. FINANCIAL RESULTS:

Particulars Current Year Previous Year 31.12.2011 31.12.2010 Amt. in Rs. Amt. in Rs.

Sales ACY- Services (Net) 598,339,072 591,527,796

Other Income 29,598,379 20,307,916

(a) Total Income: 627,937,451 611,835,712

(b) Total Expenditure: 544,068,281 492,358,535

(c) Gross Profit:

Before Interest, Depreciation ACY-

Amortisation Charges: (c) AD0- (a) - (b) 83,869,170 119,477,177

Less: Interest 294,367 716,343

Gross Profit after Interest but before Depreciation and Amortisation Charges 83,574,803 118,760,834

Less: Depreciation ACY- Amortisation Charges. 14,879,259 10,846,854

Operational Profit/Profit Before Tax 68,695,544 107,913,980

Less: Current Tax 20,014,987 22,774,447

Deferred tax 1,684,195 13,186,815

(Excess)/Short provision for taxes for earlier years (Net of Deferred Tax). (438,676) 21,260,506 (197,433) 35,763,829

Profit After Tax 47,435,038 72,150,151

Add: Profit brought forward from previous year 128,939,576 89,251,031

Profit available for appropriation 176,374,614 161,401,182

Dividend on equity shares 14,302,910 21,506,565

Tax on Dividend 2,320,290 3,655,041

Amount transferred to General Reserves. 4,800,000 7,300,000

Profit carried forward to Balance Sheet 154,951,414 128,939,576

2. DIVIDEND:

Considering the company's financial performance, the Directors have recommended payment of dividend of Rs. 6.85/- per share for the year ended on December 31, 2011.

3. PERFORMANCE OVERVIEW:

During the year under review, your company has registered the turnover of Rs. 598.34 Million against the turnover of Rs. 591.53 Million of previous year. The overall increase in cost and high volatility in prices of Nickel has impacted the profitability. The Profit before Tax for the current year is Rs. 68.7 Million as against Rs. 107.91 Million of previous year.

4. SOLE SELLING AGENT:

During the year under review, the Company and its Sole Selling Agent-ATE Enterprises Pvt. Ltd., have mutually decided to terminate the Sole Selling Agency Agreement w.e.f 1st January 2012.

M/s A.T.E. Enterprises Pvt. Ltd. has had a long association with the Company. The Board would like to record appreciation for their contribution in the growth and success of the company.

5. IN HOUSE RESEARCH ACY- DEVELOPMENT CENTRE:

The company has made application to the Department of Scientific ACY- Industrial Research, Ministry of Science ACY- Technology, New Delhi for getting recognition of in house Research ACY- Development Centre.

6. GO GREEN INITIATIVE:

The Ministry of Corporate Affairs ( ACI-MCA ACI-) has taken a green initiative in the Corporate Governance by allowing paperless compliance by companies vide its Circular No. 17/2011 dated: April 21, 2011 and Circular No. 18/2011 dated: April 29, 2011 ADs- wherein, companies are now permitted to send notices/documents including Annual Reports to the shareholders through electronic mode. Your company would like to participate in this green initiative of Ministry of Corporate Affairs and urge all the shareholders to Join in. The separate letter addressed to all the shareholders is enclosed with a request to participate in this green initiative of the company.

7. AUDITORS REPORT:

The observation made in the Auditors report are self explanatory and therefore need not require any comments under section 217(3) of the Companies Act, 1956.

8. FIXED DEPOSITS:

For the year ending December 31, 2011, the Company has not accepted any deposits from the public falling within the purview of section 58A ACY- 58AA of the Companies Act, 1956 and rules made there under.

9. CORPORATE GOVERNANCE:

A separate report on Corporate Governance Compliance and a Management Discussion and Analysis Report as stipulated by Clause 49 of the listing agreement forms part of the Annual Report along with the required Certificate from the Practicing Company Secretary regarding compliance of the conditions of Corporate Governance as stipulated by Clause 49 of the Listing Agreement.

10. DIRECTORS:

During the year there has been no change in the Board of Directors of the Company. However pursuant to Section 255 and 256 of the Companies Act, 1956, Mr. K.M. Thanawalla and Mr. Aschwin Nicolai Hollander, retires by rotation in the forthcoming Annual General Meeting of the company and being eligible offer themselves for re-appointment.

11. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the provisions of sub-section 2AA of Section 217 of the Companies Act, 1956, your directors confirm that:

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

b) the accounting policies selected had been applied consistently and that the 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 at the end of the financial year and the Profit or Loss of the company for that period ADs-

c) proper and sufficient care had been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities ADs- and

d) the annual accounts had been prepared on a going concern basis.

12. AUDITORS:

The Company's Statutory Auditors M/s. Price Waterhouse, Chartered Accountants, (Firm Registration No. 301112E) retires at the forthcoming Annual General Meeting and has shown their willingness to continue as statutory auditors of the company. The Board recommends appointment of M/s. Price Waterhouse as the Statutory Auditors of the Company from the conclusion of the 38h Annual General Meeting until the conclusion of the next Annual General Meeting of the company.

Members are requested to please re-appoint M/s. Price Waterhouse, Chartered Accountants and authorize the Board to fix their remuneration.

13. PARTICULARS WITH RESPECT TO CONSERVATION OF ENERGY ETC.:

The particulars prescribed under section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is annexed hereto as Annexure I and forms part of this Report.

14. PARTICULARS OF EMPLOYEES:

The particulars prescribed under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, forms part of this Annual Report as Annexure II.

15. ACKNOWLEDGEMENT:

We wish to place on record our gratitude for the contributions, co-operation and confidence reposed in the Board of Directors by Stork Prints B.V. and other shareholders, our valued employees and customers, our bankers, suppliers and other stakeholders.

For and on behalf of the Board of Directors

Place : Mumbai K.M.Thanawalla

Date : February 28, 2012 Chairman


Dec 31, 2010

The Directors are pleased to present the Thirty Seventh Annual Report and the Audited Statement of Accounts of the Company for the year ended 31st December, 2010.

1. FINANCIAL RESULTS:

Particulars Current Year Previous Year 31.12.2010 31.12.2009 Amt. in Rs. Amt. in Rs.

Sales & Services (Net) 591,527,796 464,222,314

Other Income 20,307,916 58,159,856

(a) Total Income: 611,835,712 522,382,170

(b) Total Expenditure: 492,358,535 407,419,185

(c) Gross Profit:

Before Interest, Depreciation & Amortisation Charges: (c) = (a) - (b) 119,477,177 114,962,985 Less: Interest 716,343 814,717

Gross Profit after Interest but before Depreciation and Amortisation Charges 118,760,834 114,148,268

Less: Depreciation & Amortisation Charges. 10,846,854 16,762,497

Operational Profit /Profit Before Tax 107,913,980 97,385,771

Less: Current Tax 22,774,447 43,983,822

Deferred tax 13,186,815 (12,710,363)

Fringe Benefit Tax - 193,006

(Excess)/Short provision for taxes for earlier years (Net of Deferred Tax). (197,433) 35,763,829 412,607 31,879,072

Profit After Tax 72,150,151 65,506,699

Add: Profit brought forward from previous year 89,251,031 55,994,513

Profit available for appropriation 161,401,182 121,501,212

Dividend on equity shares 21,506,565 21,924,168

Tax on Dividend 3,655,041 3,726,013

Amount transferred to General Reserves. 7,300,000 6,600,000

Profit carried forward to Balance Sheet 128,939,576 89,251,031

2. DIVIDEND:

Considering the company’s financial performance, the Directors have recommended payment of dividend of Rs. 10.30/- per share for the year ended on December 31, 2010.

3. PERFORMANCE OVERVIEW:

During the year under review, your company has shown remarkable performance in all the segments in which it operates. In particular there is a significant increase of 21.62 % in sales of Textile Consumables & Textile Machinery over the sales of previous year.

Your Company has had a successful year and achieved a net turnover of Rs. 591.53 million, a growth of 27.42 % in comparison to prior year. The company has achieved Profit before Tax of Rs. 107.91 million, which marks an increase of 10.81 % over last year.

4. NEW PRODUCT:

During the year under review, the company has commenced manufacturing of ‘Sugar Screens’ which is used by sugar industry and hopeful to generate good business in years to come.

5. AUDITORS REPORT:

The observation made in the Auditors report are self explanatory and therefore need not require any comments under section 217(3) of the companies act, 1956.

6. FIXED DEPOSITS :

For the year ending December 31, 2010, the Company has not accepted any deposits from the public falling within the purview of section 58A & 58AA of the Companies Act, 1956 and rules made there under.

7. CORPORATE GOVERNANCE:

A separate Report on Corporate Governance compliance and a Management Discussion and Analysis Report as stipulated by Clause 49 of the listing agreement forms part of the Annual Report along with the required Certificate from the Practicing Company Secretary regarding compliance of the conditions of Corporate Governance as stipulated by Clause 49 of the Listing Agreement.

8. DIRECTORS:

During the year there has been no change in the Board of Directors of the Company. However pursuant to Section 255 and 256 of the companies act, 1956, CA. Girish C. Sharedalal and Mr. Marco Wadia, retires by rotation in the forthcoming Annual General Meeting of the company and being eligible offer themselves for re-appointment.

9. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Sub-section 2AA of Section 217 of the Companies Act, 1956, your directors confirm that:

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

b) the accounting policies selected had been applied consistently and that the 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 at the end of the financial year and the Profit or Loss of the company for that period;

c) proper and sufficient care had been taken for the maintenance of adequate accounting records in accordance with the provisions of the companies act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; and

d) the annual accounts had been prepared on a going concern basis.

10. AUDITORS:

The Company’s Statutory Auditors M/s. Price Waterhouse, Chartered Accountants, (Firm Registration No. 301112E) retires at the forthcoming Annual General Meeting and have shown their willingness to continue as statutory auditors of the company. The Board recommends appointment of M/s. Price Waterhouse as the Statutory Auditors of the Company from the conclusion of the 37h Annual General Meeting until the conclusion of the next Annual General Meeting of the company.

Members are requested to please re-appoint M/s. Price Waterhouse, Chartered Accountants and authorize the Board to fix their remuneration.

11. PARTICULARS WITH RESPECT TO CONSERVATION OF ENERGY ETC.:

The particulars prescribed under section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is annexed hereto as Annexure I and forms part of this Report.

12. PARTICULARS OF EMPLOYEES:

The particulars prescribed under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, forms part of this Annual Report as Annexure II.

13. ACKNOWLEDGEMENT:

We wish to place on record our gratitude for the contributions, cooperation and confidence reposed in the Board of Directors by Stork Prints B.V. and other shareholders, our valued employees and customers, our bankers, suppliers and other stakeholders.

For and on behalf of the Board of Directors Place :Mumbai K.M.Thanawalla

Date :February 24, 2011 Chairman


Dec 31, 2009

The Directors are pleased to present the Thirty Sixth Annual Report and the Audited Accounts of the Company for the period ended 31st December, 2009.

1. Financial results:

Particulars Current Year Previous Year 31.12.2009 31.12.2008 Amt. in Rs. Amt. in Rs.

Sales & Services 464,222,314 461,217,603

Other Income 58,159,856 23,052,080 (a) Total Income: 522,382,170 484,269,683

(b) Total Expenditure: 407,409,185 25,082,620

(c) Gross Profit:

Before Interest, Depreciation, Amortisation & Impairment Charges: (c) = (a) - (b) 114,972,985 59,187,063

Less: Interest 814,717 215,821

Gross Profit after Interest but before Depreciation and Amortisation 114,158,268 58,971,242

Less: Depreciation & Amortisation Charges. 16,762,497 12,220,097

Operational Profit 97,395,711 46,751,145

Profit on sale of Land & Building - 47,613,807

Total Profit before tax 94,364,952

Less: Current Tax 43,983,822 23,724,445

Deferred tax (12,710,363) 3,712,669

Wealth Tax 10,000 -

Fringe Benefit Tax 193,006 948,296

Excess provision for taxes for earlier years (Net of deferred tax). 412,607 31,889,072

(188,773) 28,196,637

Profit after tax 65,506,669 66,168,315

Add: Surplus brought forward from last year 55,994,513 45,683,685

Profit available for appropriation 121,501,212 111,852,000

Dividend on equity shares 21,924,168 41,760,320

, Tax on Distributed Profits 3,726,013 7,097,167

Amount transferred to General Reserves. 6,600,000 7,000,000

Balance carried to Balance Sheet 89,251,031 55,994,513

2. Dividend:

In view of the above results your Directors recommend payment of dividend of Rs. 10.50 per share for the year ended on December 31, 2009.

3. Performance Overview:

Stovec has had successful year and achieved a PBT of Rs.97.39 million despite flat revenues. On comparison of 2008 PBT (excluding onetime operating profit on sale of land and Building) with 2009 PBT there is a remarkable jump of 108%. Improved profitability was driven through enhanced Operating efficiencies, margin expansion and improved product mix.

4. Corporate Governance:

A separate Report on Corporate Governance compliance and a management Discussion and Analysis Report as stipulated by the Clause 49 of the Listing Agreement forms part of the Annual Report along with the required Certificate from the Practicing Company Secretary regarding compliance of the conditions of Corporate Governance as stipulated by Clause 49 of the Listing Agreement.

5. Directors:

During the year there has been no change in the Board of Directors of the Company.

6. Directors Responsibility Statement:

Pursuant to the provisions of Sub-section 2AA of Section 217 of the Companies Act, 1956, your directors confirm that:

a) in the preparation of Annual Accounts, the applicable accounting standards have been followed and there are material departures;

b) the accounting policies selected had been applied consistently and that the 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 at the end of the financial year and the Profit or Loss of the Company for that period;

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

d) the annual accounts had been prepared on a going concern basis.

7. Auditors:

The Companys Statutory Auditors N.A.Shah Associates retires at the ensuing Annual General Meeting. They have advised the Board that they do not wish to be considered for re-appointment as Auditors of the. Company. The Board recommends appointment of PriceWaterhouse, Chartered Accountants as the Statutory Auditors of the Company from the conclusion of the 36th Annual General Meeting until the conclusion of the following Annual General Meeting.

Members are also requested to authorize the Board to fix their remuneration.

8. Particulars with respect to conservation of energy etc.

The particulars prescribed under section 217(l)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is annexed hereto as Annexure I and forms part of this Report.

9. Particulars of Employees:

The particulars prescribed under section 217(2A) of the Companies Act, 1956 read with the Companies , (Particulars of Employees) Rules, 1975, forms part of this Annual Report as Annexure II.

10. Acknowledgement:

We wish to place on record our gratitude for the contributions, cooperation and confidence reposed in the Board of Directors by Stork Prints B.V. and other shareholders, our valued employees and customers, our bankers, suppliers and other stakeholders.

M/s N.A. Shah Associates, the retiring Auditors, have had a long association with the Company. Board would like to record deep appreciation for their valuable services rendered by them during their period of association as Auditors.

For and on behalf of the Board

Mumbai K.M.Thanawalla 5th February 2010 Chairman

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