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Directors Report of Technocraft Industries (India) Ltd.

Mar 31, 2015

The Directors have pleasure in present, twenty third Annual Report on the business and operations of the Company together with the audited accounts for the Financial Year ended March 31, 2015.

Financial highlights

(In Lacs)

Particulars Standalone Consolidated

2014-15 2013-14 2014-15 2013-14

Gross Turnover & Other Income 80138.30 86655.28 104347.21 107176.24

Profit before Interest, Depreciation and Tax 13427.70 14753.23 14935.08 16196.8

Less: Finance Costs (549.27) (384.50) (861.71) (462.39)

Depreciation (2711.18) (2297.36) (3188.16) (2708.66)

Profit before Tax 10167.25 12071.38 10885.21 13025.74

Less: Tax Expense (3179.48) (3855.43) (3364.79) (4062.07)

Profit after Tax 6987.77 8215.95 7520.42 8963.67

Add: Balance brought forward from last year 16022.96 11125.68 17389.21 11784.76

Profit Available for appropriation 23010.73 19341.62 24909.63 20756.48 Less Appropriation:

Transfer to General Reserve 1250.00 1250.00 1250.00 1250.00

Dividend 1576.34 1576.34 1576.34 1576.34

Dividend Distribution Tax 320.91 267.90 320.91 267.90

Other Appropriation 11.26 224.42 230.31 216.01

Balance Carried to Balance Sheet 19675.49 16022.96 21423.80 17389.21

Dividend

Your Directors have approved an interim dividend of 50% i.e. Rs. 5 per equity share for the financial year 2014-15.

Reserves

During the financial year 2014-15, your Directors have proposed to transfer an amount of Rs 1,250.00 Lacs in the general reserve.

Operations

During the year under review the Company has closed the year with total standalone revenue of Rs. 78,870.14 Lacs. On Consolidated basis the total revenue is Rs. 102,883.06 Lacs. The Company has made total Profit Before Tax on Standalone basis of Rs. 10,167.25 Lacs and on Consolidated basis of Rs. 10,885.21.

During the financial year under review most of the divisions has done quite well. Drum Closure division has seen strong revenue growth and the total revenue in the Drum Closure division has been Rs. 26,933.25 Lacs and Profit Before Interest and Tax has been Rs. 7136.94 Lacs. Scaffolding division has also seen a very good growth and revenue of Rs. 31874.78 Lacs and posted Profit Before Interest and Tax of Rs. 3306.55 Lacs. Garment division unfortunately has not done very well this year and that is why the total Profit Before Tax of the Company is reduced as compared to last year. Last year for March'2014 total Profit Before Tax was Rs. 12,071.37 Lacs and this year has been Rs. 10,167.25 Lacs that is because the Garment division this year has posted a loss of Rs. 509.30 Lacs versus a profit of Rs. 2,031.15 Lacs last year. Power division has also seen a very good growth in the revenue of i.e. Rs. 3,636.40 Lacs and posted Profit Before Interest and Tax of Rs. 513.36 Lacs as compare to loss of Rs. 436.66 lacs.

Subsidiaries:

As on March 31, 2015 there were 11 subsidiaries of the Company:

Direct Indian subsidiaries:

1. Technosoft Engineering Projects Limited

2. Technocraft Tabla Formwork Systems Private Limited

Limited Liability Partnership:

3. Shreyan Infra & Power LLP

Direct foreign Subsidiaries:

4. Technocraft International Limited, UK (WOS of the Company)

5. Technocraft Spolka Zoo, Poland (WOS of the Company)

6. Technocraft Australia Pty. Australia) (WOS of the Company)

7. Anhui Reliable Steel Technology Co Ltd, China (WOS of the Company)

First step down subsidiaries:

8. Technosoft Engineering, Inc, USA (WOS of Technosoft Engineering Projects Limited)

9. Swift Engineering Inc, Canada, (Subsidiary of Technosoft Engineering Projects Limited)

10. Highmark International Trading FZE, UAE(WOS of Technocraft International Limited, UK)

Second step down subsidiaries

11. Swift Projects Inc, USA (WOS of Swift Engineering Inc. Canada)

Highmark International Trading FZE, UAE has become subsidiary during the year, except this no other company has become/ ceased to be a subsidiary, Joint venture or associate during the financial year 2014-15.

A report on the performance and financial position of the each of the subsidiaries as per the first proviso to sub-section (3) of Section 129 read with rule 5 of Companies (Accounts) Rules, 2014 in the prescribed format AOC-1 is annexed to the report and hence not repeated here for the sake of brevity, under Rule 8 of the Companies (Accounts) Rules, 2014.

The Company has also formulated a Policy for determining material subsidiaries, which is uploaded on the website of the Company i.e. www.technocraftgroup.com and can be accessed at http://www.technocraftgroup.com/pdf/Policy-For- Determining-Material-Subsidiary-Companies.pdf

Deposits

During the year, your Company has not accepted any deposits under Section 73 of the Companies Act, 2013.

Conservation of energy, technology absorption and foreign exchange earnings and outgo

The information relating to the Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo as required to be disclosed under the Companies (Accounts) Rules, 2014, is given in Annexure-I forming part of this Report

Statutory Auditors

The Members of the Company had, at the 22nd Annual General Meeting ("AGM") held on September 30, 2014, approved appointment of M/s. M.L. Sharma & Co., Chartered Accountants, Mumbai, bearing ICAI Registration No.109963W, as the Statutory Auditors of the Company, to hold office from the conclusion of that AGM until the conclusion of the third AGM held thereafter (subject to ratification of the appointment by the Members at every AGM held after the above said AGM).

Rule 3(7) of Companies (Audit and Auditors) Rules, 2014, states that appointment of the Auditor shall be subject to ratification by the members at every Annual General Meeting till the expiry of the term of the Auditor.

In view of the above, the existing appointment of M/s. M. L. Sharma & Co., Chartered Accountants, Mumbai, covering the period from the conclusion of this ensuing AGM until the conclusion of the next AGM to be held in the FY 2016-17, is being placed for member's ratification.

As required under Section 139 of the Companies Act, 2013, the Company has obtained a written consent from the Auditors to such continued appointment and also a certificate from them to the effect that their appointment, if ratified, would be in accordance with the conditions prescribed under the Companies Act, 2013 and the rules made thereunder, as may be applicable.

Auditors' Report

The Auditors' Report to the Members on the Accounts of the Company for the financial year ended March 31, 2015 does not contain any qualification, reservation or adverse remark.

Secretarial Audit

Secretarial Audit for the Financial Year 2014-15 was conducted by M/s Pramod Jain & Co., Company Secretaries in Practice in accordance with the provisions of Section 204 of the Companies Act, 2013. The Secretarial Auditor's Report is attached to this Report as Annexure –II. There are no qualifications or observations or remarks made by the Secretarial Auditor in his Report.

Cost Audit

In compliance with the provisions of Section 148 of the Companies Act, 2013, the Board of Directors of the Company at its meeting held on May 27, 2015 has appointed M/s NKJ & Associates, Cost Accountant as Cost Auditors of the Company for the Financial Year 2015-16.

In terms of the provisions of Section 148 (3) of the Companies Act, 2013 read with Rule 14(a)(ii) of The Companies (Audit and Auditors) Rules, 2014, the remuneration of the Cost Auditors has to be ratified by the members. Accordingly, necessary resolution is proposed at the ensuing AGM for ratification of the remuneration payable to the Cost Auditors for Financial Year 2015-16.

Particulars of Loans, Guarantees or Investments

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements. Also, pursuant to Clause 32 of the Listing Agreement, the particulars of Loans/Advances given to Subsidiaries have been disclosed in the notes to the Financial Statements.

Consolidated Financial Statements

In accordance with the Section 129(3) Companies Act, 2013 and Accounting Standard (AS) – 21 on Consolidated Financial Statements, the audited Consolidated Financial Statements are provided in this Annual Report.

Corporate Governance

The Company is committed to maintain the highest standards of Corporate Governance and adheres to the Corporate Governance requirements as stipulated by Securities and Exchange Board of India (SEBI).

The report on Corporate Governance as per the requirement of the Listing Agreement forms an integral part of this Annual Report. The requisite certificate from the M/s. Pramod Jain & Company Secretaries, confirming compliance with the conditions of Corporate Governance is attached to the report on Corporate Governance.

Significant and material Orders passed by the Regulators/Courts, if any

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

Internal Control systems and their Adequacy

The Company has Internal Control Systems, Commensurate with the size, scale and complexity of its operations. The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control systems in the Company, its compliance with operating systems, accounting procedures and policies within the Company. Based on the report of internal audit function, process owners undertake corrective action in respective areas and thereby strengthen the controls. Significant observations and corrective actions thereon are presented to the Audit Committee from time to time.

The Company has in place adequate internal financial controls with reference to financial statements. Such controls were tested during the financial year and no material weaknesses in the design or operation were observed.

Extract of the Annual Return

The details forming part of the extract of Annual Return in prescribed Form MGT 9 is annexed hereto as Annexure-III and forms the part of this Report

Share Capital

The Paid-up Equity Capital of the Company as on March 31, 2015 stood at Rs. 3,152.68 Lacs. During the year under review, the Company has not issued shares with differential voting rights nor has granted any stock options or sweat equity. As on March 31, 2015, none of the Directors of the Company holds instruments convertible into equity shares of the Company.

Directors

Mr. Madhoprasad Saraf, Chairman of the Company was passed away in December 2014. The Board places on record its deep appreciation for the valuable contribution made by him during his tenure as Chairman of the Company. Mr. Sharad Kumar Saraf and Mr. Sudarshan Kumar Saraf, Managing Directors of the Company were appointed Chairman and Co- Chairman of the Company, respectively.

Mr. Ganesh Kumar Gupta, who was appointed as an independent director, demitted office as Director effective October 7,2014.

As per the provisions of Section 152 of the Companies Act, 2013, Mr. Sharad Kumar Saraf, Chairman & Managing Director and Mr. Sudarshan Kumar Saraf, Co-Chairman & Managing Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible have offered themselves for re-appointment.

On the recommendation of the Nomination and Remuneration Committee and after reviewing the declaration submitted by Mr. Vishwambhar C. Saraf and Mr. Vinod Balmukand Agarwala, Independent Directors, the Board of Directors of the Company at its Meeting held on February 6, 2015 formed an opinion that the said Directors meets with the criteria of Independence as per Section 149(6) of the Companies Act, 2013 ("the Act") and the rules made thereunder and also meets with the requirements of Clause 49 of the Listing Agreement with the Stock Exchanges and accordingly appointed Mr. Vishwambhar C. Saraf and Mr. Vinod Balmukand Agarwala, as an Additional Directors to hold office as an Independent Director of the Company, upto the conclusion of the 27th Annual General Meeting of the Company to be held in the calendar year 2019.

The Board of Directors at its Meeting held on February 6, 2015, on the recommendation of the Nomination and Remuneration Committee, appointed Mr. Navneet Kumar Saraf and Mr. Ashish Kumar Saraf as Additional Directors and also as Whole- time Director of the Company for a period of five years w.e.f. February 6, 2015, subject to the approval of the Members of the Company.

The Board of Directors at its Meeting held on August 10, 2015, on the recommendation of the Nomination and Remuneration Committee, re-appointed Mr. Atanu Anil Choudhary as Whole-time Director of the Company for a period of five years w.e.f. August 10, 2015, subject to the approval of the Members of the Company.

Your Company has received the requisite disclosures / declarations from Mr. Vishwambhar C. Saraf, Mr. Vinod Balmukand Agarwala Mr. Navneet Kumar Saraf, Mr. Ashish Kumar Sarafand Mr. Atanu Anil Choudharyas required under the relevant provisions of the Companies Act, 2013.

Your Company has also received Notices under Section 160 (1) of the Companies Act, 2013 from a member signifying his intention to propose Mr. Vishwambhar C. Saraf, Mr. Vinod Balmukand Agarwala Mr. Navneet Kumar Saraf and Mr. Ashish Kumar Saraf as candidature for the office of Independent Director / Director at the ensuing Annual General Meeting.

Further, your Company has also received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of Independence as prescribed under the Act and Clause 49 of the Listing Agreement with the Stock Exchanges.

Profile of the Directors seeking appointments, have been given in the Notice of the ensuing Annual General Meeting of the Company.

Key Managerial Personnel

As on March 31, 2014 Mr. Sharad Kumar Saraf, Mr. Sudarshan Kumar Saraf, were the Managing Directors, Mr. Atanu Choudhary was Whole-time Director, Mr. Ashish Kumar Saraf was Chief Financial Officer and Mr. Manoj Jain was the Company Secretary of the Company. Pursuant to Section 203 of the Companies Act, 2013 (enforced w.e.f. April 1, 2014) read with section 2(51) of the Companies Act, 2013 all of them were categorized as Key Managerial Personnel, in the Board Meeting held on May 21, 2014.

Further, in the Board Meeting held on February 6, 2015, Mr. Navneet Kumar Saraf and Mr. Ashish Kumar Saraf were appointed as Whole-time Directors and Mr. Anil Gadodia, was appointed Chief Financial Officer in place of Mr. Ashish Kumar Saraf.

Further, Mr. Manoj Jain had resigned w.e.f. March 7, 2015 and Mr. Neeraj Rai was appointed Company Secretary w.e.f. March 16, 2015 as Key Managerial Personnel under the Section 203 of the Companies Act, 2013.

Furthermore, Mr. Anil Gadodia had resigned w.e.f. May 27, 2015 and in the Board Meeting held on May 27, 2015, Mr. Ashish Kumar Saraf was appointed as Whole-time Director and Chief Financial Officer of the Company.

The Remuneration and other details of Key Managerial Personnel for the financial year ended March 31, 2015 are mentioned in the Extract of the Annual Return which is attached to the Board's Report.

Meetings of the Board of Directors

The Board of Directors of your Company met 4 (four) times during 2014-15. The Meetings were held on May 21, 2014, August 6, 2014, November 13, 2014 and February 6, 2015. The time gap between any two consecutive meetings did not exceed one hundred and twenty days.

Audit Committee

As at March 31, 2015, the Audit Committee comprised of five Independent Directors namely Mr. S. B. Agarwal, Mr. Jagdeesh Mal Mehta, Ms. Vaishali Choudhari, Mr. Vishwambhar C. Saraf and Mr. Vinod Agarwala. All the recommendations made by the Audit Committee were accepted by the Board.

Whistle Blower Policy/ Vigil Mechanism

In Compliance with the provisions of Section 177 of the Companies Act 2013 and Clause 49 of the Listing Agreement the Company has a Whistle Blower Policy (the "WB Policy") with a view to provide vigil mechanism to Directors, employees and other stakeholders to disclose instances of wrong doing in the workplace and report instances of unethical behavior, actual or suspected fraud or violation of the Company's code of conductor ethics policy. The WB Policy also states that this mechanism should also provide for adequate safeguards against victimization of Director(s)/ Employees who avail of the mechanism and also provide for direct access to the Chairman of the Audit Committeein exceptional cases. The Whistle Blower Policy has been posted on the website of the Company at the link http://www.technocraftgroup.com/pdf/Whistle- Blower-Policy.pdf and the details of the same are explained in the Report on Corporate Governance forming part of this Annual Report.

Nomination and Remuneration Committee

As at March 31, 2015, the Nomination and Remuneration Committee comprised of three Independent Directors namely Mr. S. B. Agarwal, Ms. Vaishali Choudhari and Mr. Vishwambhar C. Saraf.

Nomination and Remuneration Policy

The Nomination and Remuneration Policy recommended by the Nomination and Remuneration Committee is duly approved by the Board of Directors of the Company and the Remuneration Policy of the Company is attached to the Board's Report as Annexure-IV

Corporate Social Responsibility (CSR)

Pursuant to Section 135 of the Companies Act, 2013 a Corporate Social Responsibility (CSR) Committee was constituted. As at March 31, 2015, the CSR Committee comprised of two Executive Directors and one Independent Director namely Mr. Sharad Kumar Saraf, Mr. Sudarshan Kumar Saraf and Ms. Vaishali Choudhari.

Corporate Social Responsibility Policy recommended by CSR Committee of the Directors has been approved by the Board of Directors of the Company. The same is available on the website of the Company i.e. www.technocraftgroup.com and also attached to this Report as Annexure-V.

The disclosure relating to the amount spent on Corporate Social Responsibility activities of the Company for the financial year ended March 31, 2015 is attached to this Report as Annexure-VI.

Transfer to Investor Education and Protection Fund (IEPF)

During the year under review, the Company has transferred a sum of Rs. 1,01,754 to Investor Education and Protection Fund (IEPF) pursuant to Section 205C of the Companies Act, 1956 read with the Investor Education and Protection Fund (Awareness and Protection of Investors) Rules, 2001. The said amount represents dividend for the year 2006-07 which remained unclaimed by the members of the Company for a period exceeding 7 years from its due date of payment.

Particulars of contracts or arrangements with related parties

All related party transactions attracting Compliance under Section 188 and / or Clause 49 of the Listing Agreement are placed before the Audit Committee as also before the Board for approval. Prior omnibus approval of the Audit Committee is also sought for transactions which are of a foreseen and repetitive nature.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board is available on website of the Company at the link: http://www.technocraftgroup.com/pdf/Policy-On-Related-Party- Transactions.pdf

Your Directors draw attention of the members to Notes to the financial statement which sets out related party disclosures.

Particulars of Employees and other additional information

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 form part of this Report and are annexed as Annexure-VII.

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

Risk management policy

The Company has a structured risk management policy. The Risk management process is designed to safeguard the organisation from various risks through adequate and timely actions. It is designed to anticipate, evaluateand mitigate risks in order to minimize its impact on the business.

In accordance with the provisions of Clause 49 of the Listing Agreement, your Company has also constituted a Risk Management Committee.

Performance Evaluation

Pursuant to the provisions of Section 134 (3) (p), 149(8) and Schedule IV of the Companies Act, 2013 and Clause 49 of the Listing Agreement, annual Performance Evaluation of the Directors as well as of the Audit Committee, Nomination and Remuneration has been carried out.

The Performance Evaluation of the Independent Directors was carried out by the entire Board and the Performance Evaluation of the Chairman and Non-Independent Directors was carried out by the Independent Directors.

Criteria for evaluation of independent directors:

The Directors shall be evaluated on the basis of the following criteria i.e. whether they:

i) uphold ethical standards of integrity and probity;

ii) act objectively and constructively while exercising their duties;

iii) exercise their responsibilities in a bona fide manner in the interest of the Company;

iv) devote sufficient time and attention to their professional obligations for informed and balanced decision making;

v) assist the Company in implementing the best corporate governance practices;

vi) strive to attend all Meetings of the Board of Directors and of the Board committees of which they are members;

vii) moderate and arbitrate in the interest of the Company as a whole, in situations of conflict between Management and Shareholder's interest;

viii) satisfy themselves on the integrity of financial information and that financial controls and the systems of risk Management are robust and defensible;

ix) strive to safeguard the interests of all stakeholders, particularly the minority shareholders;

x) balance the conflicting interest of the stakeholders;

xi) seek appropriate clarification or amplification of information and, where necessary, take and follow appropriate professional advice and opinion of outside experts;

xii) keep themselves well informed about the Company and the external environment in which it operates;

xiii) participate constructively and actively in the committees of the Board in which they are chair persons or members;

xiv) strive to attend the general Meetings of the Company;

xv) acting within their authority, assist in protecting the legitimate interests of the Company, shareholders and its employees;

xvi) pay sufficient attention and ensure that adequate deliberations are held before approving related party transactions and assure themselves that the same are in the interest of the Company;

xvii) ascertain and ensure that the Company has an adequate and functional vigil mechanism and ensure that the interests of a person who uses such mechanism are not prejudicially affected on account of such use;

xviii) report concerns about unethical behaviour, actual or suspected fraud or violation of the Company's code of conduct or ethics policy, if any;

xix) maintain confidentiality of information such as commercial secrets, technologies, advertising and sales promotion plans, unpublished price sensitive information, unless such disclosure is expressly approved by the Board or required by law;

xx) abide by Company's Memorandum and Articles of Association, Company's policies and procedures including code of conduct, insider trading guidelines etc;

xxi) they express concerns about the running of the Company or a proposed action and ensure that these are addressed by the Board and, to the extent that they are not resolved, insist that the concerns are recorded in the Minutes of the Board Meeting;

xxii) develop a good working relationship with other Board members and contribute to the Board's working relationship with the senior Management of the Company;

xxiii) fairly contribute towards proper functioning of Board or Committees of the Board.

The Independent Directors shall also be evaluated on the basis of the following criteria i.e. whether they:

i) satisfy the criteria for independence as prescribed under Section 149 of the Companies Act, 2013 and the Listing Agreement with the Stock Exchanges;

ii) help in bringing an independent judgment to bear on the Board's deliberations especially on issues of strategy, performance, risk Management, resources, key appointments and standards of conduct;

iii) bring an objective view in the evaluation of the performance of Board and Management;

iv) actively scrutinise the performance of Management in Meeting agreed goals and objectives and monitor the reporting of performance;

v) undertake appropriate induction and regularly update and refresh their skills, knowledge and familiarity with the Company;

vi) contribute to determine appointment and remuneration of executive Directors, Key Managerial Personnel (KMP) and senior Management;

vii) exercise objective independent judgment in the paramount interest of the Company as a whole, while concurring in or dissenting from the collective judgment of the Board in its decision making.

The Non-Independent Directors along with the Independent Directors, except the one who is being evaluated, will evaluate/ assess each of the Independent Directors on the aforesaid parameters. On the basis of the report of performance evaluation, it shall be determined whether to extend or continue the term of appointment of the Independent Director.

Independent Directors Meeting

During the year under review, the Independent Directors of the Company met on February 6, 2015, inter-alia, to discuss:

i) Evaluation of performance of Non-Independent Directors and the Board of Directors of the Company as a whole.

ii) Evaluation of performance of the Chairman of the Company, taking into view of Executive and Non-Executive Directors.

iii) Evaluation of the quality, content and timelines of flow of information between the Management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

Directors' Responsibility Statement

In accordance with the provisions of Section 134 (5) of the Companies Act, 2013, your Directors, based on the representation/ confirmation received from the Chief financial Officer, confirm that:

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

b) the selected accounting policies were applied consistently and the Directors made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2015 and of the profit of the Company for the year ended on that date.

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

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

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

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

Sexual Harassment cases

During the year under review, there were no cases filed pursuant to Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Familiarisation Programmes for Board Members

All the Directors of the Company are updated as and when required, of their role, rights, responsibilities under applicable provisions of the Companies Act and the Listing agreement entered into by the Company with Stock Exchanges; nature of industry in which the Company operates, business model of the Company, etc. The Company holds Board and the Committee Meetings from time to time. The Board of Directors has complete access to the information within the Company. The minutes of meetings of various committees are periodically circulated to the Board. The Independent Directors have the freedom to interact with the Company's management. Directors are also informed of the various developments in the Company through various modes of communications. All efforts are made to ensure that the Directors are fully aware of the current state of affairs of the Company and the industry in which it operates.

The details of such familiarization programmes for Independent Directors of the Company are posted on the website of the Company http://www.technocraftgroup.com/pdf/Familiarisation-Programme-for- Independent-Directors.pdf

Acknowledgements

Your Directors would like to acknowledge and place on record their sincere appreciation to all stakeholders, clients, Financial Institutions, Bank, Central and State Governments, the Company's valued investors and all other business partners for their continued co-operation and excellent support received during the year.

Your Directors recognize and appreciate the efforts and hard work of all the employees of the Company and their continued contribution to its progress.

By Order of the Board

For Technocraft Industries (India) Limited

Place: Mumbai Sharad Kumar Saraf

Date : August 10, 2015 Chairman & Managing Director

Registered Office:

A-25, Technocraft House, MIDC, Marol Industrial Area, Road No. 3, Opp.ESIS Hospital, Andheri (E), Mumbai. CIN NO. L28120MH1992PLC069252 www.technocraftgroup.com


Mar 31, 2014

Dear Members,

Directors of your Company have pleasure in presenting the 22nd Annual Report together with the Audited Statement of Accounts for the year ended March 31, 2014.

FINANCIAL HIGHLIGHTS

(`. In Lacs) Particulars Standalone Consolidated 2013-14 2012-13 2013-14 2012-13

Gross Turnover and Other Income 86655.27 66989.31 107176.24 83233.69

EBIDTA 14762.99 12825.00 16196.79 14473.23

Less: Interest 384.50 600.74 462.39 814.09

EBDTA 14378.49 12224.26 15734.40 13659.14

Less: Depreciation & Amortization 2307.12 2643.51 2708.66 2962.10

Profit Before Tax (PBT) 12071.37 9580.75 13025.74 10697.04

Less: Provision for Taxation 3855.43 3108.04 4062.07 3271.62

Net profit for the Year 8215.94 6472.71 8963.67 7425.42

Add: Surplus brought forward from PY 11125.71 6428.39 11784.76 6152.12

Profit available for Appropriation 19341.65 12901.07 20756.48 13578.24

Appropriation

Transfer to General Reserve 1250.00 645.00 1250.00 645.00

Dividend 1576.34 945.81 1576.34 945.81

Dividend Distribution Tax 267.90 158.30 267.97 158.30

Balance Carried to Balance Sheet 16022.97 11125.68 17389.22 11784.76

PERFORMANCE

The results for the year ended March 2014 have been one of the best in the history of Technocraft. All our three divisions – Drum Closures, Scaffolding and Cotton Yarn have shown record results. On consolidated basis we achieves a turnover of ` 1050 crores and profit before tax of about `130 crores. This year’s results are the best results that we have achieved in the last 40 years. All our foreign subsidiaries have also generated profitable results so overall the company has done very well.

On standalone basis EBIDTA for the year stood at `14762.99 Lacs against 12825.00 Lacs for the previous year, an increase of 15%. PAT stood as 8215.94 Lacs as compared to ` 6472.71 Lacs previous year, an increase of 27%.

On Consolidated basis EBIDTA for the year stood at `16196.79 Lacs against ` 14473.23 Lacs for the previous year, an increase of 12%. PAT stood as ` 8963.27 Lacs as compared to ` 7425.42 Lacs previous year, an increase of 21% (PY. 17%)

DIVIDEND

Your Directors has declared an Interim Dividend of ` 5/- (50%) per equity share of ` 10/- Total outflow was ` 1844.24 including DDT of ` 267.90. The Dividend payout ratio for the current year (including Corporate Dividend Distribution Tax) is 23%.

DEPOSIT

During the year ended on March 31, 2014 the Company has not accepted any Fixed Deposits from the public under section 58A and 58AA of the Companies Act, 1956 r/w Companies (Acceptance of Deposit) Rules, 1975.

DIRECTORS

Pursuant to section 152 of the Companies Act, 2013, Mr. Madhoprasad Saraf, Director, retires from the Board by rotation and being eligible has offered himself for re-appointment at ensuing Annual General Meetings. The Notice convening Annual General Meeting includes the proposals of re-appointment of Director.

As per section 149 of the Companies Act, 2013 and rules made thereunder, your Director are seeking appointment of Mr. Ganesh Kumar Gupta, Mr. S.B.Agarwal, Mr. Jagdeesh Mal Mehta and Ms. Vaishali Choudhari as Independent Directors of the Company for a term 5 consecutive years and they shall not be liable to retire by rotation. The Board recommends their appointment.

In accordance with the Clause 49 o the Listing Agreement, brief resume of the Directors seeking appointment/re-appointment at the ensuing Annual General Meeting is annexed to the notice.

STATUTORY AUDITORS

The Auditors of the Company M/s. M.L.Sharma & Co. Chartered Accountants (Registration No. 109963W), Mumbai holds office untill the conclusion of the ensuing Annual General Meeting. As per the provisions of the section 139, 141 of the Companies Act,2013 and rules made thereunder, Audit Committee and Board of Directors recommended for members approval the reappointment of M/s. M.L. Sharma & Co. Chartered Accountants (Registration No. 109963W), as Statutory Auditors of the Company, to hold office from the conclusion of ensuing Annual General Meeting till the conclusion of third consecutive Annual General Meeting hereafter (subject to the rectification by the members at every Annual General Meeting.

The Company has received a letter from M/s M.L.Sharma & Co, Chartered Accountants, to the effect that their appointment, if made, would be within the prescribed limit under section 139 of the Companies Act, 2013 and rules made there under and that the firm is eligible for appointment and is not disqualified for appointment under this Act, the Chartered Accountant Act, 1949 and the rules and regulations made there under.

AUDITORS’ REPORT & NOTE TO ACCOUNT

The Board duly reviewed the Auditor’s Report on Account, The Auditors Report is self-explanatory and hence, do not call for any comments under section 217(3) of the Companies Act, 1956. The Auditors’ Report on consolidated Accounts is also attached. The Consolidated Accounts have been prepared in accordance with the Accounting Standards prescribed by The Institute of Chartered Accountants of India.

CONSOLIDATED FINANCIALS

In compliance with the directions by the Ministry of Corporate Affairs (MCA) The Consolidated Financial Statements of Technocrafts & Subsidiaries as provided in the Annual Report is prepared in accordance with the Accounting Standard (AS-21)” Consolidated Financial Statements” as well as clause 32 of Listing Agreement, which includes financial information of all its subsidiaries and forms part of this Annual Report.

The Annual Accounts and financials of all the subsidiaries of your company and related details information shall be made available to members on request and are open for inspection at the registered office of the Company. For information of members, a statement containing brief financial details of the Company’s subsidiaries is included in this Annual Report.

CREDIT RATING

The Credit rating agency, CRISIL, has continued to assign a long term rating A and short term credit rating A1

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, a Management Discussion & Analysis, Corporate Governance Report and Auditors’ Certificate regarding compliance of conditions of Corporate Governance are made a part of the Annual Report.



MANAGEMENT DISCUSSION AND ANALYSIS

The detailed review of operation, performance and future outlook of your company and its business is given in the Management and Discussion Analysis, which forms part of this report.

PARTICULARS OF EMPLOYEES

Particulars of Employees of the Company, as required under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 for the year ended March 31, 2014.

Employees employed throughout the financial year 2013-2014 and who received remuneration for the financial year in the aggregate of not less than `. 60, 00,000/- per annum.

Name Designation Age Qualification Experience

Mr. S.K.Saraf Managing 67 Electronic 42 Years Director Engineer. From IIT, Mumbai

Mr.S.M.Saraf Managing 65 Mechanical 41 Years Director Engineer From IIT, Mumbai

Mr. Navneet Saraf Chief 36 B.E.(Mech.) 14 Years Operation From Officer University of Manchester

Mr. Ashish Saraf Chief 32 Master in 12 Years Financial Textile Officer Technology From University of Manchester

Name Date of Gross Commencement Remuneration of employment ( `. In Lacs)

Mr. S.K.Saraf 28.10.1992 146.40

Mr.S.M.Saraf 28.10.1992 146.40

Mr. Navneet Saraf 23.12.2006 67.20

Mr. Ashish Saraf 23.12.2006 67.20

Notes:

· Gross Remuneration includes Salary, Bonus, and Allowances & Commission.

DIRECTORS'' RESPONSBILITY STATEMENT

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

1. in the preparation of annual accounts, the applicable accounting standards has been followed along with proper explanation relating to material departure;

2. the selected accounting policies were applied consistently and the Directors made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2014 and of the Profit of the Company for the year ended on that date;

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

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

ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE

the particulars relating to energy conservation , technology absorption and foreign exchange earnings and outgoing as required to be disclosed under section 217(1)(e) of the Companies Act, 1956 r/w Companies (Disclosures of Particulars in the report of the Board of Directors) Rules 1988 are furnished in Annexure –A of this report

ACKNOWLEDGEMENT

Your Directors would like to thank all Bankers, Central Government, State Government, Reserve Bank of India, Financial Institutions, Share Holders, Customers, Dealers, Suppliers and all other business associates for the continued support given by them to the Company and their confidence in its management. Your Directors also place on record their deep sense of appreciation for the services rendered by the employees of the Company.

For & On behalf of the Board

M.D.Saraf Chairman Mumbai, 21nd May, 2014


Mar 31, 2013

Dear Members,

Directors of your Company have pleasure in presenting the 21st Annual Report together with the Audited Statement of Accounts for the year ended 31st March, 2013.

FINANCIAL HIGHLIGHTS

(Rs. In Lacs)

Particulars Standalone Consolidated

2012-13 2011-12 2012-13 2011-12

Gross Turnover and Other Income 66989.31 57064.29 83233.69 67302.12

Profit Before Interest, Depreciation and Taxation (EBIDTA) 12825.00 6580.88 14473.23 7008.74

Less: Interest 600.74 722.33 814.09 1141.72

Profit before Depreciation and Taxation (EBDTA) 12224.26 5858.55 13659.14 5867.02

Less: Depreciation 2643.51 2920.44 2962.10 3145.18

Profit Before Tax (PBT) 9580.75 2938.11 10697.04 2721.84

Less: Provision for Taxation (including deferred Tax) 3108.04 1107.65 3271.62 1195.06

Net profit for the Year 6472.71 1830.46 7425.42 1526.79

Add: Surplus brought forward from previous year 6428.39 4964.34 6152.12 4824.95

Profit available for Appropriation 12901.07 6794.80 13578.24 6734.52

Appropriation

Transfer to General Reserve 645.00 0.00 645.00 200.00

Proposed Dividend 630.54 315.27 630.54 315.27

Dividend Distribution Tax 107.16 51.14 107.16 51.14

Balance Carried to Balance Sheet 11125.71 6428.38 11784.76 6152.12

PERFORMANCE

FY 2012-13 was a tremendous year in Company history. The Company achieved its best results. The gross sale and other income for the financial year under review were Rs.66989.31 Lakhs against Rs. 57064.29 Lakhs for the previous financial year an increase of 17%. Total EBIDITA for the year stood at Rs.12825.00 Lakhs against Rs.6580.88 Lakhs for the previous year, an increase of 95%. PAT stood as Rs. 6472.71 Lakhs as compared to Rs. 1830.46 Lakhs previous year, an increase of 254%

On Consolidation basis the gross sale and other income for the financial year under review were Rs.83233.69 Lakhs against Rs. 67302.12 Lakhs for the previous financial year an increase of 24%. Total PAT for the year stood at Rs. 7425.42 Lakhs against Rs. 1526.78 Lakhs for the previous year an increase of 386%.

DIVIDEND

Your Directors are pleased to recommend final dividend of Rs.2 i.e.20% per equity share of Rs. 10/-, subject to the approval of shareholders at their Annual General Meeting. The Company has already declared an Interim Dividend of Rs. 1/- per shares at the time of approval of 2nd Quarter results. The total outflow, including interim and final dividend would be Rs. 1104.11 Lakhs including Dividend Distribution Tax. The Payout ratio of current year dividend is 17%.

DEPOSIT

During the year ended on 31st March 2013 the Company has not accepted any Fixed Deposits from the public under section 58A and 58AA of the Companies Act, 1956 r/w Companies (Acceptance of Deposit) Rules, 1975.

DIRECTORS

Mr. Ganesh Kumar Gupta & Mr. Pankaj Toprani, Directors, retire from the Board by rotation and eligible have offered them for re-appointment at ensuing Annual General Meetings. The Notice convening Annual General Meeting includes the proposals of re-appointment of Directors.

Brief resume of the above Directors, their expertise in specific functional area, name of the Public Limited companies in which they hold the directorship and their shareholdings in the Company, as stipulated under clause 49 of the Listing Agreement are given in the Report on Corporate Governance forming part of Annual Report.

STATURORY AUDITORS

The present Statutory Auditors of the Company M/s M.L.Sharma & Co, Chartered Accountants (Registration No.109963W), Mumbai, retire as statutory auditors at the conclusion of this Annual General Meeting of the Company. They are eligible for re-appointment and Company received a certificate from them that their reappointment, if made, would be within the limit specified under section 224 (1B) of the Companies Act, 1956 and they are not disqualified for such an appointment within the meaning of sub section (3) and (4) of section 226 of the Companies Act, 1956. Their appointment is recommended by the Board.

AUDITORS'' REPORT

The observation made in the Auditors'' Report, read together with the relevant notes thereon are self- explanatory and hence, do not call for any comments under section 217(3) of the Companies Act, 1956. The Auditors'' Report on consolidated Accounts is also attached. The Consolidated Accounts have been prepared in accordance with the Accounting Standards prescribed by The Institute of Chartered Accountants of India.

COST AUDIT

In Pursuance to the provisions of Section 233B of the Companies Act, 1956 and with the prior approval of the Central Government, M/s. NKJ & Associates., Cost Accountants (Regn. No. 18869) were appointed as Cost Auditors of the Company to conduct audit of cost records for the financial year 2013-14.

The Cost Audit Report for the financial year 2012-13 is due to is filed with the Ministry of Corporate Affairs within 180 days from the close of the financial year. Therefore, the completion of Cost Records & Cost Audit of the same is in progress.

CONSOLIDATED FINANCIALS

The Ministry of Corporate Affairs (MCA) by General Circular No.2/2011 dated 8th February, 2011, issued a direction under section 212(8) of the Companies Act, 1956; that the provision of section 212 shall not apply to companies in relation to their subsidiaries, subject to fulfill certain conditions mentioned in the said circular with immediate effect. The Board of Directors of your companies at the meeting held on 22nd May, 2013, approved the Audited Consolidated Financial Statements for the financial year 2012-13 in accordance with the Accounting Standard (AS-21) and other Accounting Standards issued by the Institute of Chartered Accountants of India as well as clause 32 of Listing Agreement, which includes financial information of all its subsidiaries and forms part of this Annual Report.

The Annual Accounts and financials of all the subsidiaries of your company and related details information shall be made available to members on request and are open for inspection at the registered office of the Company. Your Company has complied with all the conditions as stated mentioned under the circular and accordingly not attached the financial statements of the subsidiaries for the financial year 2012-13. A statements of summarized financials of all the subsidiaries of your company including capital, reserve, total assets, total liabilities, details of investment, turnover etc. pursuant to General Circular issued by the Ministry of Corporate Affairs, forms part of this report.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, a Management Discussion & Analysis, Corporate Governance Report and Auditors'' Certificate regarding compliance of conditions of Corporate Governance are made a part of the Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS

The detailed review of operation, performance and future outlook of your company and its business is given in the Management and Discussion Analysis, which forms part of this report.

PARTICULARS OF EMPLOYEES

Particulars of Employees of the Company, as required under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 for the year ended 31st March, 2013.

Employees employed throughout the financial year 2012-2013 and who received remuneration for the financial year in the aggregate of not less than Rs. 60, 00,000/- per annual

Notes:

- Gross Remuneration includes Salary, Bonus, and Allowances & Commission.

DIRECTORS'' RESPONSBILITY STATEMENT

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

1. In the preparation of annual accounts, the applicable accounting standards has been followed along with proper explanation relating to material departure;

2. The selected accounting policies were applied consistently and the Directors made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2013 and of the Profit of the Company for the year ended on that date;

3. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provision of the Companies Act,1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

GROUP

Persons constituting group within the definition of group as defined in the Monopolies and Restrictive Trade Practice Act, 1969. For the purpose of Securities and Exchange Board of India (Substantial Acquisition of Share and Takeover) Regulation, 2011, group includes the following:-

Sr.No. Name of the Person/Entity

1. Madhoprasad Saraf

2. Sharad Kumar Saraf

3. Sudarshan Kumar Saraf

4. Shanti Devi Saraf

5. Shakuntala Saraf

6. Suman Saraf

7. Navneet Kumar Saraf

8. Ashish Kumar Saraf

9. Nidhi Saraf

10. Priyanka Saraf

11. Nidhi Saraf

12. Madhoprasad Saraf (HUF)

13. Sharad Kumar Saraf (HUF)

14. Sudarshan Kumar Saraf (HUF)

15. Navneet Kumar Saraf (HUF)

16. Ashish Kumar Saraf (HUF)

Sr. No.Name of the Person/Entity

17. M. T. Information Technology

18. Ashrit Holdings Limited

19. Technocraft Tabla Formwork System Pvt. Ltd.

20. Technosoft Engineering Projects Ltd.

21. M.D.Saraf Securities Pvt. Ltd.

22. BMS Industries Limited

23. Shanti Seva Nidhi Trust 24 Saraf Welfare Trust

25. Jokiram Welfare Trust

26. Saraswati Dwarkadas Saraf Trust

27. Technocraft International, UK

28. Technocraft Hungary

29. Technocraft Australia Pty.

30. Technocraft Poland

31. Anhui Reliable Steel Technology Ltd.

ACKNOWLEDGEMENT

Your Directors would like to thank all Bankers, Central Government, State Government, Reserve Bank of India, Financial Institutions, Share Holders, Customers, Dealers, Suppliers and all other business associates for the continued support given by them to the Company and their confidence in its management. Your Directors also place on record their deep sense of appreciation for the services rendered by the employees of the Company.

ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE

In compliance with the requirement of 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, the statement showing the particulars in relation to conservation of energy, technology absorption and foreign exchange earnings and outgoing is furnished and form part of this report as per Annexure-A.



For & On behalf of the Board

M. D. Saraf

Mumbai, 22nd May, 2013 Chairman


Mar 31, 2012

The Directors of your Company have pleasure in presenting the 20th Annual Report together with the Audited Statement of Accounts for the year ended 31st March, 2012.

FINANCIAL HIGHLIGHTS

(Rs. In Lakhs)

Particulars Standalone Consolidated 2011-12 2010-11 2011-12 2010-11

Gross Turnover and Other Income 57297.34 48900.42 67520.50 59483.35

Profit Before Interest, Depreciation and Taxation (EBIDT) 6581.43 8964.75 7008.75 9329.29

Less: Interest 722.33 789.63 1141.72 867.02

Profit before Depreciation and Taxation (EBDT) 5858.55 8175.14 5867.03 8462.27

Less: Depreciation 2920.44 3515.50 3145.18 3647.46

Profit Before Tax (PBT) 2938.11 4659.63 2721.84 4814.80

Less: Provision for Taxation (including deferred Tax) 1107.65 1315.94 1195.03 1480.34

Net profit for the Year 1830.46 3343.70 1526.81 3334.46

Add: Surplus brought forward from previous year 4964.34 2459.38 4824.96 2609.49 (Rs. In Lakhs)

Particulars Standalone Consolidated 2011-12 2010-11 2011-12 2010-11

Profit available for Appropriation 6794.80 6026.49 6959.04 6694.81

Appropriation

Transfer to General Reserve 0.00 80.00 200.00 733.38

Proposed Dividend 315.27 315.27 315.27 315.27

Dividend Distribution Tax 51.14 52.36 51.14 52.36

Balance Carried to Balance Sheet 6428.39 4964.34 6152.13 4824.96

PERFORMANCE

FY 2011-12 was a challenging year. The global economy, barely a year after recession, witnessed lower economy growth, resulting primarily from the euro zone debts crisis. The European economies stagnated and the US witnessed a downgrade in its credit rating, while the growth engines of the global economy, China and India were forced to tighten liquidity to tame rising inflation.

Despite these constraints and the challenging environment, the Company performed reasonably well. The gross sale and other income for the financial year under review were Rs. 57297.34 Lakhs against Rs. 48900.42 Lakhs for the previous financial year. An increase of 17%. Total PAT for the year stood at Rs.1830.46 Lakhs against Rs.3343.70 Lakhs for the previous year.

On consolidation basis the gross sale and other income for the financial year under review were Rs.67520.50 Lakhs against Rs. 59483.35 Lakhs for the previous financial year. Total PAT for the year stood at Rs. 1526.81 Lakhs against Rs. 3334.46 Lakhs for the previous year.

DIVIDEND

Your Directors are pleased to recommend dividend of Rs.1 i.e.10% per equity share of Rs. 10/-, subject to the approval of shareholders at their Annual General Meeting. The dividend, if declared as above, would involve an outflow of Rs. 315.27 Lakhs towards dividend and Rs. 51.14 Lakhs towards Dividend Distribution tax, resulting in a total outflow of Rs. 366.41 Lakhs.

DEPOSIT

During the year ended on 31st March 2012 the Company has not accepted any Fixed Deposits from the public under section 58A and 58AA of the Companies Act, 1956 r/w Companies (Acceptance of Deposit) Rules, 1915.

DISINVESTMENT

During the year Company sold its entire investment in Technocraft (Hungary) kft, situated in Hungary, for a total sum of 18.32 Million.

DIRECTORS

Mr. S.B.Agarwal & Mr. Anand Didwania., Directors, retire from the Board by rotation and eligible have offered them for re-appointment at ensuing Annual General Meetings. The Notice convening Annual General Meeting includes the proposals of re-appointment of Directors.

Brief resume of the above Directors, their expertise in specific functional area, name of the Public Limited companies in which they hold the directorship and their shareholdings in the Company, as stipulated under clause 49 of the Listing Agreement are given in the Report on Corporate Governance forming part of Annual Report.

STATURORY AUDITORS

The present Statutory Auditors of the Company M/s M.L.Sharma & Co, Chartered Accountants (Registration No. 109963W), Mumbai, retire as statutory auditors at the conclusion of this Annual General Meeting of the Company. They are eligible for re-appointment and Company received a certificate from them that their reappointment, if made, would be within the limit specified under section 224 (1B) of the Companies Act, 1956 and they are not disqualified for such an appointment within the meaning of sub section (3) and (4) of section 226 of the Companies Act, 1956. Their appointment is recommended by the Board.

AUDITORS' REPORT

The observation made in the Auditors' Report, read together with the relevant notes thereon are self- explanatory and hence, do not call for any comments under section 211(3) of the Companies Act, 1956. The Auditors' Report on consolidated Accounts is also attached. The Consolidated Accounts have been prepared in accordance with the Accounting Standards prescribed by The Institute of Chartered Accountants of India.

COST AUDIT

In Pursuance to the provisions of Section 233B of the Companies Act, 1956 and with the prior approval of the Central Government, M/s. Kedia & Co., Cost Accountants (Regn. No. 198) were appointed as Cost Auditors to conduct audit of cost records for Steel Industry for the financial year 2011-12.

The Cost Audit Report for the Financial year 2011-12 is due to be filed with the Ministry of Corporate Affairs within 180 days from the close of the financial year (i.e. dt: 21.09.2012). Therefore, the completion of Cost Records & Cost Audit of the same is in progress.

CONSOLIDATED FINANCIALS

The Ministry of Corporate Affairs (MCA) by General Circular No.2/2011 dated 8th February, 2011, issued a direction under section 212(8) of the Companies Act, 1956; that the provision of section 212 shall not apply to companies in relation to their subsidiaries, subject to fulfill certain conditions mentioned in the said circular with immediate effect. The Board of Directors of your companies at the meeting held on 28th May, 2012, approved the Audited Consolidated Financial Statements for the financial year 2011-12 in accordance with the Accounting Standard (AS-21) and other Accounting Standards issued by the Institute of Chartered Accountants of India as well as clause 32 of Listing Agreement, which includes financial information of all its subsidiaries and forms part of this Annual Report.

The Annual Accounts and financials of all the subsidiaries of your company and related details information shall be made available to members on request and are open for inspection at the registered office of the Company. Your Company has complied with all the conditions as stated mentioned under the circular and accordingly not attached the financial statements of the subsidiaries for the financial year 2011-12. A statements of summarized financials of all the subsidiaries of your company including capital, reserve, total assets, total liabilities, details of investment, turnover etc. pursuant to General Circular issued by the Ministry of Corporate Affairs, forms part of this report.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, a Management Discussion & Analysis, Corporate Governance Report and Auditors' Certificate regarding compliance of conditions of Corporate Governance are made a part of the Annual Report.

CORPORATE SOCIAL RESPONSBILITY

Technocraft has adopted a philosophy of supporting rural development through education and social infrastructure. Technocraft is implementing a very important educational project, The project consist of a world class technical training institute located in a 9 acres plot in collaboration with Nettur Technical Training Foundation (NTTF). The school has already been running and hostel buildings are almost ready.

The School conduction Diploma courses in Mechatronics and Tool and die Making. These are jobs oriented courses and will upgrade the lives of the student substantially.

The Technocraft also maintain emergency health care services and has an ambulance in place for the use of local community. Technocraft is committed to protection of environment and are continuously planting trees and taking all measures for complete and efficient pollution control.

MANAGEMENT DISCUSSION AND ANALYSIS

The detailed review of operation, performance and future outlook of your company and its business is given in the Management and Discussion Analysis, which forms part of this report.

PARTICULARS OF EMPLOYEES

Particulars of Employees of the Company, as required under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 for the year ended 31st March, 2012.

Employees employed throughout the financial year 2011-2012 and who received remuneration for the financial year in the aggregate of not less than 60, 00,000/- per annum.

Name Designation Age Qualification

Mr S.K.Saraf Managing 65 B.Tech. Director

Mr.S.M.Saraf Managing 63 B.Tech. Director

Mr. Navneet Saraf Chief Operation 34 B.E.(Mech.) Officer

Mr. Ashish Saraf Chief Financial 30 C.A.(Inter) Officer

Name Date of Experience Commencement Gross of employment Remuneration

Mr S.K.Saraf 40 Years 28.10.1992 146.40

Mr.S.M.Saraf 39 Years 28.10.1992 146.40

Mr. Navneet Saraf 12 Years 23.12.2006 73.20

Mr. Ashish Saraf 10 Years 23.12.2006 73.20

Notes:

Gross Remuneration includes Salary, Bonus, Allowances & Commission.

DIRECTORS' RESPONSBILITY STATEMENT

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

1. in the preparation of annual accounts, the applicable accounting standards has been followed along with proper explanation relating to material departure;

2. the selected accounting policies were applied consistently and the Directors made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2012 and of the Profit of the Company for the year ended on that date;

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

4. The Annual Accounts have been prepared on a 'going concern1 basis.

ACKNOWLEDGEMENT

Your Directors would like to thank all Bankers, Central Government, State Government, Reserve Bank of India, Financial Institutions, Share Holders, Customers, Dealers, Suppliers and all other business associates for the continued support given by them to the Company and their confidence in its management. Your Directors also place on record their deep sense of appreciation for the services rendered by the employees of the Company.

ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE

In compliance with the requirement of 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, the statement showing the particulars in relation to conservation of energy, technology absorption and foreign exchange earnings and outgoing is furnished and form part of this report as per Annexure-A

For & On behalf of the Board



M.D.Saraf

Chairman

Mumbai, 28th May, 2012


Mar 31, 2011

Dear Members,

Directors of your Company have pleasure in presenting the Nineteenth Annual Report together with the Audited Statement of Accounts for the year ended 31st March, 2011.

FINANCIAL HIGHLIGHTS

(Rs. In Lakhs)

Particulars Standalone Consolidated

2010-11 2009-10 2010-11 2009-10

Gross Turnover and Other Income 48900.42 40831.59 59480.86 48664.85

Profit Before Interest, Depreciation and Taxation 8964.76 7193.04 9329.29 8457.12

Less: Interest 789.62 566.82 867.02 697.03

Profit before Depreciation and Taxation 8175.14 6626.22 8462.27 7760.09

Less: Depreciation 3515.50 2151.62 3647.46 2277.17

Profit Before Tax (PBT) 4659.64 4474.60 4814.81 5482.92

Less: Provision for Taxation (including deferred Tax) 1425.02 1496.17 1578.88 1494.24

Net profit for the Year 3234.62 2978.43 3226.93 3988.68

Add: Surplus brought forward from previous year 2459.38 3252.40 2609.49 1981.27

Profit available for Appropriation 5803.09 6212.69 5739.62 5748.29

Appropriation

Transfer to General Reserve 80.00 3200.00 733.38 3200.00

Proposed Dividend 315.27 472.90 315.27 472.90

Dividend Distribution Tax 52.36 80.37 52.36 80.37

Balance Carried to Balance Sheet 5355.46 2459.42 4638.61 1995.02

PERFORMANCE

The gross sale and other income for the financial year under review were Rs.48900.42 Lakhs against Rs.40831.59 Lakhs for the previous financial year registering an increase of 19%. Total PAT for the year stood at Rs. 3234.62 Lakhs against Rs. 2978.43 Lakhs for the previous year registering an increase of 8%.

The performance on a consolidated basis is also impressive and registered an increase of 22% in Gross Income. Decrease in PAT is due to higher depreciation of China's Project.

DIVIDEND

Your Directors are pleased to recommend final dividend of Rs 1.00 i.e.10% per equity share of Rs. 10/-, subject to the approval of shareholders at their Annual General Meeting. The final dividend, if declared as above, would involve an outflow of Rs 315.27 Lakhs towards dividend and Rs. 52.36 Lakhs towards Dividend Distribution tax, resulting in a total outflow of Rs. 367.63 Lakhs.

DEPOSIT

During the year ended on 31st March 2011, the Company has not accepted any Fixed Deposits from the public under section 58A and 58AA of the Companies Act, 1956 r/w Companies (Acceptance of Deposit) Rules, 1975

AMALGAMATION

Technocraft Export Private Limited, a 100% subsidiary of the Company, was amalgamated by the order of Hon'ble Bombay High Court on 06th May, 2011. The appointed date of the scheme was 01st April, 2009. Please refer Note No. 2. M (I) of Schedule 20 of Notes to Accounts of Standalone Financials for further details.

DIRECTORS

Mr. Pankaj Toprani & Mr. M.D.Saraf, Directors, retire from the Board by rotation and as they are eligible they have been offered re-appointment at ensuing Annual General Meetings. The Notice convening Annual General Meeting includes the proposals of re-appointment of Directors.

Brief resume of the above Directors, their expertise in specific functional area, name of the Public Limited companies in which they hold the directorship and their shareholdings in the Company, as stipulated under clause 49 of the Listing Agreement are given in the Report on Corporate Governance forming part of Annual Report.

AUDITORS

The present Statutory Auditors of the Company M/s M.L.Sharma & Co, Chartered Accountants (Registration No. 109963W), Mumbai, retire as statutory auditors at the conclusion of this Annual General Meeting of the Company. They are eligible for re-appointment and Company received a certificate from them that their reappointment, if made, would be within the limit specified under section 224 (1B) of the Companies Act, 1956 and they are not disqualified for such an appointment within the meaning of sub section (3) and (4) of section 226 of the Companies Act, 1956. Their appointment is recommended by the Board.

AUDITORS' REPORT

The observation made in the Auditors' Report, read together with the relevant notes thereon are self- explanatory and hence, do not call for any comments under section 217(3) of the Companies Act, 1956. The Auditors' Report on consolidated Accounts is also attached. The Consolidated Accounts have been prepared in accordance with the Accounting Standards prescribed by The Institute of Chartered Accountants of India.

CONSOLIDATED FINANCIALS

The Ministry of Corporate Affairs (MCA) by General Circular No.2/2011 dated 8th February, 2011, issued a direction under section 212(8) of the Companies Act, 1956; that the provision of section 212 shall not apply to companies in relation to their subsidiaries, subject to fulfill certain conditions mentioned in the said circular with immediate effect. The Board of Directors of your companies at the meeting held on 29th July, 2011, approved the Audited Consolidated Financial Statements for the financial year 2010-11 in accordance with the Accounting Standard (AS-21) and other Accounting Standards issued by the Institute of Chartered Accountants of India as well as clause 32 of Listing Agreement, which includes financial information of all its subsidiaries and forms part of this Annual Report.

The Annual Accounts and financials of all the subsidiaries of your company and related details information shall be made available to members on request and are open for inspection at the registered office of the Company. Your Company has complied with all the conditions as stated mentioned under the circular and accordingly not attached the financial statements of the subsidiaries for the financial year 2010-11. A statements of summarized financials of all the subsidiaries of your company including capital, reserve, total assets, total liabilities, details of investment, turnover etc. pursuant to General Circular issued by the Ministry of Corporate Affairs, forms part of this report.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, a Management Discussion & Analysis, Corporate Governance Report and Auditors' Certificate regarding compliance of conditions of Corporate Governance are made a part of the Annual Report.

TRANSFER TO RESERVE

Your company proposed to transfer Rs 80 lakhs to the General Reserve. Accounts of Rs 5355.46 lakhs is proposed to be retained in the profit and loss account.

MANAGEMENT DISCUSSION AND ANALYSIS

The detailed review of operation, performance and future outlook of your company and its business is given in the Management and Discussion Analysis, which forms part of this report.

PARTICULARS OF EMPLOYEES

Particulars of Employees of the Company, as required under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 for the year ended 31st March, 2011

Employees employed throughout the financial year 2010-2011 and who received remuneration for the financial year in the aggregate of not less than Rs 60, 00,000/- per annum

(Rs In Lakhs)

Date of

Name Designation Age Qualific -ation Experience Commenc -ement Gross of emplo -yment Remuner -ation

Mr. S.K.Saraf Managing 64 B.Tech. 39 28.10. 1992 146.40 Director Years

Mr.S.M.Saraf Managing 62 B.Tech. 38 28.10. 1992 146.40 Director Years

Mr. Navneet Saraf Chief Operation 33 B.E.(Mech.) 11 23.12. 2006 73.20 Officer Years

Mr. Ashish Saraf Chief Financial 29 C.A.(Inter) 9 Years 23.12. 2006 73.20 Officer

Notes:

- Gross Remuneration includes Salary, Bonus, Allowances & Commission

DIRECTORS' RESPONSBILITY STATEMENT

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

1. in the preparation of annual accounts, the applicable accounting standards has been followed along with proper explanation relating to material departure;

2. the selected accounting policies were applied consistently and the Directors made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2011 and of the Profit of the Company for the year ended on that date;

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

4. the Annual Accounts have been prepared on a 'going concern' basis

ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE

In compliance with the requirement of 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, the statement showing the particulars in relation to conservation of energy, technology absorption and foreign exchange earnings and outgoing is furnished and form part of this report as per Annexure-A.

GROUP

Persons constituting group within the definition of group as defined in the Monopolies and Restrictive Trade Practice Act, 1969. For the purpose of Regulation 3(1) (e) of the Securities and Exchange Board of India (Substantial Acquisition of Share and Takeover) Regulation, 1997, includes the following:-

Sr. No. Name of the Person/Entity

1. Madhoprasad Saraf

2. Sharad Kumar Saraf

3. Sudarshan Kumar Saraf

4. Shanti Devi Saraf

5. Shakuntala Saraf

6. Suman Saraf

7. Navneet Kumar Saraf

8. Ashish Kumar Saraf

9. Nidhi Saraf

10. Priyanka Saraf

11. Nidhi Saraf

12. Madhoprasad Saraf (HUF)

13. Sharad Kumar Saraf (HUF)

14. Sudarshan Kumar Saraf (HUF)

15. Navneet Kumar Saraf (HUF)

16. Ashish Kumar Saraf (HUF)

17. M.T.Information Technology

18. Ashrit Holdings Limited

19. Technocraft Tabla Formwork Systems Private Limited

20. Technosoft Information Technologies (I) Limited

21. M.D.Saraf Securities Pvt. Ltd

22. BMS Industries Limited

23. Shanti Seva Nidhi Trust

24 Saraf Welfare Trust

25. Jokiram Welfare Trust

26. Saraswati Dwarkadas Saraf Trust

27. Technocraft International UK

28. Technocraft Hungary

29. Technocraft Australia Pty

30. Technocraft Poland

31. Anhui Reliable Steel Technology Limited

ACKNOWLEDGEMENT

Your Directors would like to thank all Bankers, Central Government, State Government, Reserve Bank of India, Financial Institutions, Share Holders, Customers, Dealers, Suppliers and all other business associates for the continued support given by them to the Company and their confidence in its management. Your Directors also place on record their deep sense of appreciation for the services rendered by the employees of the Company.

For & On behalf of the Board

M.D.Saraf

Chairman Place: Mumbai

Date: 03rd August 2011



 
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