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Directors Report of Uni Abex Alloy Products Ltd.

Mar 31, 2017

The Directors have pleasure in presenting herewith their Forty Fourth Annual report together with the Audited Accounts of the company for the year ended March 31, 2017.

OPERATIONS AND FINANCIAL RESULTS

SUMMARY OF FINANCIAL RESULTS (Figures in Rs. Lakhs)

Particulars

2016-17

2015-16

Gross Sales

6616.44

6878.04

Less: Excise Duty & sales tax

701.29

668.74

Net Sales

5915.15

6209.30

Add: other income

163.46

219.75

Total income

6078.61

6429.05

Profit / (Loss) before Depreciation

(446.86)

323.97

Less: Depreciation

590.09

696.68

Profit / (Loss) before Tax

(1036.95)

(372.71)

Less : Exceptional items

-

51.21

Less: income tax for current Year

-

1.65

Less: income tax adjustment for previous years

(15.78)

0.20

Less: Deferred tax adjustment

(167.02)

(113.81)

Profit / (Loss) After Tax

(854.15)

(311.96)

Balance brought forward

3088.89

3448.39

Profit Available for Appropriation

2234.74

3136.42

Proposed Dividend on Equity Shares

Nil

39.50

Dividend tax on the above

Nil

8.04

transferred to General reserve

Nil

Nil

Surplus Carried to Balance Sheet

2234.74

3088.89

DIVIDEND

The Board of Directors of the Company have not recommended any dividend on equity shares of the Company for the Financial Year 2016-17.

OPERATIONS

the recessionary trends globally as well as in the domestic markets in the capital goods sector has not improved as compared to the last year. UK’s proposed exit from the Euro zone has further created an uncertainty in the market with many clients holding back investment decisions. While poor capacity utilization is one of the reasons for the poor performance, the main reason is the slow down of the decanter markets both internationally and domestically. We are hopeful that the new products and market segments which have been developed would support additional revenue growth both in the domestic as well as overseas markets going forward despite no letup in the near future in the grim economic scenario.

The PBIDT for the year under review is Rs.(0.78) crs as against Rs.7.39 crs of the previous year.

WORKING CAPITAL MANAGEMENT:

The significant ratios of the Company such as Ratio of Inventory to Sales of 24.75%, Receivable to Sales of 24.41%, and Net Working Capital to Sales of (-12.36)% compared to the previous year were 30.55%, 25.85% and 5.71% respectively which showed considerable improvements indicating prudent working capital control.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an adequate system of internal controls in all business sphere of its activities which are commensurate with the size and the nature of its business. Your Company has in place adequate protection of the Company’s resources, provision of accurate and speedy financial statements and reports, and compliance with the company policies and procedures and other statutory and legal obligations. Your company’s internal Financial controls on its entire processes which have been vetted by the internal Auditors. The internal control is supplemented by effective and independent internal audit. The Management regularly reviews the findings of the Internal Auditors and effective steps to implement any suggestions/observations of the internal Auditors are taken and monitored regularly. In addition, the Audit Committee of the Board regularly addresses significant issues raised by the Internal and the Statutory Auditors.

PROSPECTS

The company during the year was successful in developing some new customers and products in Europe and the company expects to expand its product portfolio both in the domestic market and exports for the future growth. The company is looking forward for an improvement in the domestic demand due to several infrastructure projects being undertaken by the Government. This will revive the industrial growth in the capital goods sector and benefit us. The Company plans to target new product addition, new customer acquisitions and extended geographical reach.

QUALITY MANAGEMENT

The Company has set high benchmarks on quality and on time delivery, providing an edge to the Company in the competitive business scenario. The Company’s operations are certified for ISO 9001:2008. All its overseas customers have validated Quality Management System of Dharwad factory. Your company has been awarded 1 Star Export House status by the Government of India - Ministry of commerce and industry - Director General of Foreign Trade for a period of 5 years.

ENVIRONMENT, HEALTH AND SAFETY

As part of its commitment to provide a high quality of life for all its stake holders, the Company ensures high level of safety health and environment for all its stake holders - employees, customers, vendors, business associates and neighbourhood. The Company plans to get its plant at Dharwad certified for ISO 14001 and OHSAS 18001 in this financial year.

HUMAN RESOURCE MANAGEMENT

Skill development and training both behavioral and domain based are ongoing exercises through focused HR processes. The relations between the employees and the management continue to remain cordial.

MATERIAL DEVELOPMENTS ON HUMAN RESOURCES INCLUDING NUMBER OF PEOPLE EMPLOYED

As on 31st March 2017, the total numbers of permanent employees on the payrolls of the company at all the locations were 93.

The ratio of the remuneration of each Director to the median employee’s remuneration and other details in terms of sub-section 12 of Section 197 of the companies Act, 2013 read with Rule 5(1) of the companies (Appointment and Remuneration of Managerial personnel) Rules, 2014 are as under:

1. Name of the Employee

K. K. Tamhaney

2. Designation of the Employee

Chief Executive Officer

3. remuneration received

65,50,928

4. Nature of employment

Full time

5. Qualifications and Experience of the Employee

BTech, (Metallurgical Engineering)

6. Date of commencement of employment

10.09.2009

7. the age of employee

55

8. the last employment held by such employee before joining the company

GM - Operations - Mahindra Hinoday industries Limited

9. The percentage of equity shares held by the employee in the company

NIL

10. Whether any such employee is a relative of any Director or Manager of the company

NIL

PARTICULARS OF DIRECTORS’ REMUNERATION:

the ratio of the remuneration of each Director to the median remuneration of the employees

sr.

No.

Name of Director/ KMp and Designation

remuneration of Director/ KMp for financial year 2016-17.

previous

year’s

remuneration includes sitting Fees

% increase/ decrease in remuneration in the Financial year 2016-17

ratio of remuneration of each Director to median remuneration of employees

comparison of the

remuneration of the KMp against the performance of the company

1

F. D. Neterwala - chairman

260000

215000

20.93%

0.54

-

2

R. B. Mehta -Director

170000

85000

100.00%

0.35

-

3

A. F Neterwala - Director

150000

135000

11.11%

0.31

-

4

p. F. Neterwala - Director

100000

75000

33.33%

0.21

-

5

M. K. Fondekar - Director

150000

125000

20.00%

0.31

-

6

K. M. Elavia # -Director

120000

80000

33.33%

0.25

-

7

H. R. prasad -Director

260000

215000

20.93%

0.54

-

8

F. K. Banatwalla - Director

260000

215000

20.93%

0.54

-

9

p. subrahmanyam $ - Director

75000

190000

-60.53%

0.15

-

10

M. p. Bharucha -Director

100000

60000

66.67%

0.21

-

11

Jimmy parakh A -Director

50000

nil

100%

0.10

# Mr. K. M. Elavia resigned as a Director of the company wef 25.04.2017 $ Mr. p. subrahmanyam resigned as a Director of the company wef 27.12.2016

A Mr. Jimmy Parakh appointed as Additional Director wef 10.02.2017 and holds office till the ensuing Annual General Meeting.

The sitting fees for attending the Board Meeting of Rs.25,000/- is increased to Rs.50,000/- wef 10.02.2017.

For attending Audit committee Rs.20,000/- is increased to Rs.50,000/- wef 10.02.2017.

For attending all the committee Meetings is Rs.10,000/- (except Stakeholders Relationship committee - NIL).

PARTICULARS OF DIRECTORS’ REMUNERATION:

The percentage increase in remuneration of:

- Chief Executive Officer

- Chief Financial Officer

- Company Secretary

- Median remuneration of employees

37%

11%

11%

Rs.4.85 Lakhs

Number of permanent employees on the rolls of company

93

explanation on the relationship between average increase in remuneration and company performance

The average increase in median remuneration was in line with the increase of salary in the industry.

comparison of the remuneration of the Key Managerial personnel against the performance of the company

Sales and operating income for the year ended March 31, 2017 is Rs.60.79 crs and PBIDT is Rs. (78) Lakhs.

Details of % increase of KMP has been stated above. increase in the remuneration of KMp is in line with prevailing scales for similar positions in the industry and commensurate with the operating income and performance of the company under severe constraints.

Variations in the market capitalization of the company, price earnings ratio as at the closing date of the current financial year and previous financial year

The market capitalization as on March 31, 2017 was Rs.58.26 crore (Rs. 65.19 crore as on March 31, 2016) price earnings ratio of the company as at March 31, 2017 and as at March 31, 2016 - Not applicable - as there is no profits in the current year.

percentage increase/decrease in the market quotations of the shares of the Company in comparison to the rate at which the company came out with the last public offer

The company has not made any public issue or rights issue of securities in the recent past, so comparison have not been made of current share price with public offer price. The company’s shares are listed on the BSE Limited.

Average percentage increase made in the salaries of employees other than the key managerial personnel in the last financial year i.e. 2016-17.

10.71 %

Average percentage increase in the managerial remuneration compared to average percentage increase in average salary of other employees.

Not Applicable as there is No Executive Director.

Justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration

Not Applicable as there is No Executive Director.

The key parameters for any variable component of remuneration availed by the Directors

There are no variable component of remuneration availed by the Directors.

The ratio of the remuneration of the highest paid Director to that of the employees who are not Directors but receive remuneration in excess of the highest paid Director during the year

Not applicable

Affirmation that the remuneration is as per the remuneration policy of the company

It is hereby affirmed that the remuneration paid is as per the remuneration policy for Directors, Key Managerial personnel and other employees.

DIRECTORS

(i) in terms of the provisions of Sections 149, 150, 152 and other applicable provisions of the companies Act, 2013 and the Rules made there under, Mr. K. M. Elavia, Mr. H. R. prasad, Mr. M. p. Bharucha, Mr. p. Subrahmanyam and Mr. F. K. Banatwalla (independent Directors) have been appointed at the 41st Annual General Meeting of the company held on 20th August, 2014, to hold office as Independent Directors of the Company for a period of 5 years i.e. upto 31st March, 2019.

(ii) Mr. p. Subrahmanyam (DIN: 01069045) citing health issues and Mr. K. M. Elavia (DiN: 00003940) on limitation of number of Directorship in public companies resigned as Directors of the company with effect from 27th December, 2016 and 25th April, 2017 respectively. The Directors place on record their appreciation of the services rendered by them during their tenure of Directorship over a decade.

(iii) pursuant to the provisions of Section 152 (6) of the companies Act, 2013 and the Rules made there under, Mr. R. B. Mehta (DIN: 00057570) and Mrs. p. F. Neterwala (DiN: 01083117) retires by rotation at the ensuing Annual General Meeting.

(iv) Mr. Jimmy parakh (DIN 00004945) was appointed as an Additional Director of the company, with effect from 10th February, 2017. In terms of Section 161(1) of the Companies Act, 2013, Mr. Parakh holds office as Additional Director up to the date of this Annual General Meeting. The company has received Notice from a Member proposing candidature of Mr. Jimmy parakh for appointment as an independent Director at the ensuing Annual General Meeting. The Board recommends for approval by the Shareholders, the appointment of Mr. Jimmy parakh as an independent Director for a term of 5 years.

COMMITTEES OF THE BOARD

In terms of the provision of the companies Act, 2013 as applicable to Listed companies, the following committees of the Board have been duly constituted

i. Audit Committee:

The Audit committee Members as at March 31, 2017 comprised of:

Name of Director

Category

Mr. F. K. Banatwalla

chairman & independent Director

Mr. F. D. Neterwala

promoter - Non Executive Director

Mr. H. R. prasad

independent Director

Mr. p. Subrahmanyam $

independent Director

Mr. Jimmy parakh A

independent Director

$ Mr. p. Subrahmanyam resigned as a Director of the company wef 27.12.2016

A Mr. Jimmy parakh appointed as a Member of the committee wef 10.02.2017.

The information generally provided to the committee for its consideration and approvals include:

- Quarterly, half yearly and annual financial results of the Company and performance report on its business segments;

- annual budget and performance targets;

- appointment of statutory, cost and internal auditors;

- appointment of key managerial personnel;

- review of foreign exchange exposures and exchange rate movement, if material;

- contracts in which Director(s) are interested or deemed to be interested;

- Defaults in payment of statutory dues, if any;

- compliance of various laws and accounting standards;

- Any remarks/ observances/ findings made by the Statutory and Internal Auditors of the Company;

- Making of loans and investment of surplus funds;

- whistle blower policy /vigil mechanism

During the Financial Year 2016-17, 4 Meetings of the Audit committee were held.

ii. Nomination and Remuneration Committee:

The Nomination and remuneration committee as at March 31, 2017 comprised of:

Name of Director

Category

Mr. K. M. Elavia #

chairman & independent Director

Mr. R. B. Mehta

promoter - Non Executive Director

Mr. p. subrahmanyam $

independent Director

Mr. F. K. Banatwalla a

independent Director

The committee frames the remuneration policy and recommends remuneration / revision / merit increment and related matters of the Executive Director, Chief Executive Officer, Chief Financial Officer, Company Secretary and senior Executives.

During the year 2016-2017, 2 Meetings of the Nomination and remuneration committee were held.

# Mr. K. M. Elavia resigned as a Director of the company wef 25.04.2017

$ Mr. p. subrahmanyam resigned as a Director of the company wef 27.12.2016

A Mr. F. K. Banatwalla appointed as a Member of the committee wef 10.02.2017

Mr. H. R. prasad has been appointed as the chairman of the committee wef 29.05.2017.

III. Stakeholders Relationship Committee

The composition of the stakeholders relationship committee as at March 31, 2017 is as under:

Name of the Director

Category

Mr. F. D. Neterwala

chairman - Non-Executive Director

Mr. R. B. Mehta

Non-Executive Director

Mr. A. F. Neterwala

Non-Executive Director

The committee meets as often as necessary. in accordance with the authority granted by the Board, the committee, deals with the following matters concerning shareholders:

- transfer/transmission/Deletion/Name change of physical shares

- Split/Sub-division, consolidation and duplicate share certificates of physical shares as approved by the Board. re-materialisation of shares.

IV. Corporate Social Responsibility Committee (CSR):

Pursuant to the provisions of the section 135 of the companies Act, 2013 and the rules made thereunder regarding corporate social responsibility became applicable to the company.

The composition of the CSR committee as at March 31, 2017 is as under:

Name of the Director

Category

Mr. F. D. Neterwala

chairman - Non-Executive Director

Mr. H. R. prasad

independent Director

Mr. A. F. Neterwala

Non-Executive Director

The Committee frames the CSR Policy of the Company; identifies the projects which the Company can undertake towards the csR initiatives and recommends the same to the Board of Directors for their approval.

Mr. M. s. Ashar, company secretary functions as the secretary to all the above committees.

BOARD MEETINGS:

During the period from 1st April, 2016 to 31st March, 2017, Five Meetings of the Board were held as under:

- 30th May, 2016

- 10th August, 2016

- 23rd August, 2016

- 11th November, 2016

- 10th February, 2017 BOARD EVALUATION:

The formal evaluation procedure for evaluation by the Board of its own performance and that of its committee and individual Directors was done. The meeting of the independent Directors of the company was held on 12th April, 2017.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134 (3) (c) and 134 (5) of the companies Act, 2013, the Directors, based on the representations received from the Operating Management, confirm that:

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

(b) in consultation with the Statutory Auditors, appropriate accounting policies have been selected and applied consistently and judgments 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 March 31, 2017 and of the Profit / (Loss) for year ended on that date;

(c) To the best of their knowledge and ability, proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the applicable provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities, if any;

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

(e) The Directors have laid down internal financial controls in respect of policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business including adherence to the Company’s policies, the safe guarding of its assets, the accuracy and completeness of the accounting records and timely preparation of reliable financial information and such internal controls are adequate and are operating effectively.

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

ABSTRACT OF ANNUAL RETURN:

Pursuant to the provision of Section 134 (3) (a) of the companies Act, 2013 an abstract of the Annual Return for 2016-17 in the prescribed formation is attached (Annexure 1) and forms an integral part of the Report.

DECLARATION BY INDEPENDENT DIRECTORS:

pursuant to Section 149 (7) of the companies Act, 2013 each of the independent Director of the company, has given a declaration at the Board Meeting of the company held on 29th May, 2017 (being the first Board Meeting of the financial year 2017/18) to the effect that he meets the criteria of Independence as provided in Section 149 (b) of the companies Act, 2013.

COMPANY’S POLICY ON DIRECTORS APPOINTMENT, REMUNERATION ETC:

The Nomination and Remuneration committee of the Board is evolving a policy on appointment and remuneration and other matters as provided in Section 178 (3) of the companies Act, 2013. Any further appointment of executive Directors and his remuneration or appointment of an independent Director would be based on the policy that is being evolved.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

The company has not provided any loans or given any guarantee / security to any person.

Details of Working capital facilities and Term Loan obtained by the company are provided in the Notes no. 5 and 8 in the Notes to financial statement. Details of investment made by the Company are provided in Note no 12 in the Notes to Financial Statements, under investment Schedule. These investments are made by the company in ordinary course of business, out of the surplus funds presently available with the company, with a view to get an effective return.

PARTICULARS OF CONTRACTS AND ARRANGEMENTS COVERED UNDER SECTION 188 OF THE COMPANIES ACT, 2013:

Your company has formulated a policy on related party transactions. This policy deals with the review and approval of related party transactions. The Board of Directors of the company has approved the criteria for making the omnibus approval by the Audit committee within the overall framework of the policy on related party transactions. prior omnibus approval is obtained for related party transactions which are of repetitive nature and entered in the ordinary course of business and at arm’s length. All related party transactions are placed before the Audit committee for review and approval.

All related party transactions entered during the Financial Year were in ordinary course of the business and on arm’s length basis. No material related party transactions were entered during the Financial Year by your company. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC 2 is not applicable to your company.

There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the company at large.

Members may refer to note no. 37 to the financial statement which sets out related party disclosures pursuant to AS-18.

CONSERVATION OF ENERGY, TECHNOLOGY & FOREIGN EXCHANGE EARNINGS AND OUTGO.

The particulars required to be disclosed pursuant to Section 134 (3) of the Companies Act, 2013 read with rule 8 of the companies (Accounts) Rule, 2014 are given in Annexure 2, and is an integral part of this Report.

RISK MANAGEMENT POLICY:

The Board of Directors has identified and mitigated risks that may arise. However the executive Management has an adequately defined framework for risk management. The Company, like all business in the country, is exposed to business and economic risk arising out of market conditions and vagaries of monsoon.

CORPORATE SOCIAL RESPONSIBILITY (CSR) ACTIVITIES:

The company has formed a committee of the Board of Directors which have been entrusted with the powers to identify the CSR activities. The committee has shortlisted certain projects. pursuant to the provisions of the Section 135 of the companies Act, 2013 and the rules made there under regarding CSR expenditure, due to the loss in the current financial year the Company has not incurred any expenditure towards the CSR activity.

CORPORATE GOVERNANCE:

As per circular No. CIR/CFD/P0LICY/CELL/7/2014 dated 15th September, 2014, the compliance with the provisions of Clause 49 and Regulation 27 of SEBI (Listing Obligation & Disclosure Requirements), Regulation 2015 is not mandatory for the company. Nevertheless the company has been complying the provision on Voluntary basis.

The Company has taken adequate steps to ensure that all mandatory provisions of Corporate Governance as prescribed under the SEBI (Listing Obligation & Disclosure Requirements), Regulation 2015 of the BSE Limited with which the company is listed are complied with. A separate report on corporate Governance is attached as a part of the Annual Report along with the Auditors’ statement on its compliance.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

The Board of Directors of the company has established a robust vigil mechanism process and to govern the same well defined whistle blower policy has been adopted by the Company.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013.

The company has in place an Anti sexual Harassment policy since 2009 as per the supreme court Guidelines which is in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. internal complaints committee (icc) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. the following is a summary of sexual harassment complaints received and disposed off during the year 2016-17

- No of complaints received: NIL

- No of complaints disposed off: N.A.

STATUTORY AUDITORS:

As per section 139 of the companies Act, 2013, read with the companies (Audit and Auditors) Rules, 2014, the term of M/s. Ford Rhodes parks & co. LLP, chartered Accountants, Mumbai as the statutory Auditors of the company expires at the conclusion of the ensuing Annual General Meeting of the company.

the Board of Directors of the company at their meeting held on 29th May, 2017, on the recommendation of the Audit committee, have made its recommendation for appointment of Messrs. Walker chandiok and company LLP (Firm Registration No. 001076N/N500013), as Statutory Auditors of the Company, to hold office for a period of 5 (Five) consecutive financial years, from the conclusion of the Forty Fourth Annual General Meeting of the Company until the conclusion of the Forty Ninth Annual General Meeting of the Company (subject to ratification of the appointment at every Annual General Meeting, if required by law) pursuant to Section 139 of the Companies Act, 2013, forms part of the Notice of the 44th Annual General Meeting of the company. the company has received their written consent and a certificate that they satisfy the criteria provided under Section 141 of the Act and that the appointment, if made, shall be in accordance with the applicable provisions of the Act and rules framed there under.

The Report given by M/s. Ford Rhodes Parks & Co. LLP, Chartered Accountants on the financial statement of the Company for the year 2016-17 is part of the Annual Report. There has been no qualification, reservation or adverse remark or disclaimer in their Report.

During the year under review, the Auditors had not reported any matter under section 143 (12) of the Act, therefore no detail is required to be disclosed under Section 134 (3)(ca) of the Act.

M/s. Ford Rhodes parks & co. LLP, chartered Accountants over many years have successfully met the challenge that the size and scale of the company’s operations pose for auditors and have maintained the highest level of governance, ethical standards, rigor and quality in their audit. The Board places on record its appreciation for the services rendered by M/s. Ford Rhodes parks & co. LLP, as the statutory Auditors of the company.

INTERNAL AUDITORS:

M/s. R. G. N. price, chartered Accountants, Mumbai are the internal Auditors of the company for FY 2016-17. in a year they carried out 3 internal Audit Runs which are is commensurate with the size of the company, and nature of its business.

SECRETARIAL AUDIT:

Pursuant to the provisions of section 204 of the companies Act, 2013 and the companies (Appointment and Remuneration of Managerial personnel) Rules, 2014, the company has appointed M/s. Kaushik M. Jhaveri & co., a firm of Practicing Company Secretaries to undertake the Secretarial Audit of the Company. The Secretarial Audit Report for the FY 2016 - 17 is annexed herewith as “Annexure III” There are no reservations or qualifications made in the Audit Report.

APPRECIATION:

Your Director place on record their appreciation of the continue support and cooperation extended to the company by the central and state Government agencies, and by our shareholders, customers, suppliers, Bankers, Employees at all levels and other Business Associates.

CAUTIONARY NOTE:

Certain statements in the Director’s Report and Management & Discussion Analysis section may be forward looking and are stated as required by applicable laws and regulations. Many factors may affect the actual results, which could be different from what the Directors envisage in terms of future performance and outlook.

On Behalf of the Board of Directors

F. D. Neterwala

Mumbai: 29th May, 2017. Chairman


Mar 31, 2016

To,

The Members

The Directors have pleasure in presenting herewith their Forty Third Annual Report together with the Audited Accounts of the Company for the year ended March 31, 2016.

OPERATIONS AND FINANCIAL RESULTS

SUMMARY OF FINANCIAL RESULTS

(Figures in Rs. Lac)

Particulars

2015-16

2014-15

Gross Sales

6878.04

8425.78

Less: Excise Duty & Sales Tax

668.74

606.86

Net Sales

6209.30

7818.92

Add: Other income

219.75

141.16

Total income

6429.05

7960.08

Profit before Depreciation

323.97

279.89

Less: Depreciation

696.68

715.85

Profit / (Loss) Before Tax

(372.71)

(435.96)

Less : Exceptional items

51.21

653.81

Less: Income Tax for Current Year

1.65

-

Less: Income Tax adjustment for previous years

0.20

-

Less: Deferred Tax adjustment for the previous year

(113.81)

(317.30)

Profit / (Loss) After Tax

(311.96)

(772.47)

Balance brought forward

3448.39

4298.69

Profit Available for Appropriation

3136.42

3526.22

Proposed Dividend on Equity Shares

39.50

59.25

Dividend Tax on the above

8.04

12.06

Transferred to General Reserve

NIL

NIL

Surplus Carried to Balance Sheet

3088.88

3448.39

DIVIDEND

The Board of Directors of the Company have recommended a dividend of Rs. 2/- per Equity Share of nominal value of Rs. 10 each (i.e. 20%) for the financial year ended March 31, 2016 as against 30% paid for the previous year. The total outgo towards dividend on equity shares together with dividend distribution tax amounts to Rs. 47.54 Lacs.

OPERATIONS

The recessionary trends globally as well as in the domestic markets in the Capital goods sector for the year under review has impacted both our top and bottom line and the Company was unable to achieve its targets for the year. We are hopeful that the new products and market segments which have been developed would support additional revenue growth both in the domestic as well as overseas markets going forward. The PBIDT for the year under review is Rs. 7.39 Crs as against Rs. 7.10 Crs of the previous year.

WORKING CAPITAL MANAGEMENT:

The significant ratios of the Company such as Ratio of Inventory to Sales is 30.55 %, Receivable to Sales is 25.85 %, and Net Working Capital to Sales is 5.71 % as compared to in the previous year were 25.21%, 19.92% and 9.73% respectively.

The working capital was rotated 11 times in the year, showing effective working capital management. Funds surplus to the operational requirements have been invested in safe and relatively risk free instruments to earn a reasonable return.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an adequate system of internal controls in all business a sphere of its activities which are commensurate with the size and the nature of its business. Your Company has adequate protection of the Company’s resources, provision of accurate and speedy financial statements and reports, and compliance with the Company policies and procedures and other statutory and legal obligations. The internal control is supplemented by effective and independent internal audit. The Management regularly reviews the findings of the Internal Auditors and effective steps to implement any suggestions/observations of the Internal Auditors are taken and monitored regularly. In addition, the Audit Committee of the Board regularly addresses significant issues raised by the Internal and the Statutory Auditors.

PROSPECTS

The Company during the year was successful in developing some new customers and products in Europe and the Company expects to expand its product portfolio both in the domestic market and exports for the future growth. The Company is looking forward for improvement in the domestic demand due to the vision of the Government for development of infrastructure in the Country which will revive the growth thus giving positive effect on our business sectors. The Company plans to target new product addition, new customer acquisitions and extended reach.

QUALITY MANAGEMENT

The Company has set high benchmarks on quality and on time delivery, providing an edge to the Company in the competitive business scenario. The Company’s operations are certified for ISO 9001:2008. All its overseas customers have validated Quality Management System of Dharwad factory.

ENVIRONMENT, HEALTH AND SAFETY

As part of its commitment to provide a high quality of life for all its stake holders, the Company ensures highest level of safety, health and environment for all its stake holders - employees, customers, vendors, business associates and neighborhood. Company plans to get its plant at Dharwad certified for ISO 14001 and OHSAS 18001 in this financial year.

HUMAN RESOURCE MANAGEMENT

Skill development and training are ongoing exercises through focused HR initiatives. The relations between the employees and the management continue to remain cordial. The Company further proposes to invest in a high end Strategic/ Talent Management Software to further bring in cohesive and strategic thinking in employees.

ASSOCIATE COMPANY

As an 31st March, 2016. M/s Unitel Financial and Investments Pvt. Ltd. is the Associate Company as defined under section 2(6) of the Companies Act, 2013. During the year was no further investment made by the Associate Company. Pursuant to Section 129(3) of the Companies Act 2013, a statement in Form AOC-1 containing the salient features of the Financial Statement of the Associate Company is attached.

MATERIAL DEVELOPMENTS ON HUMAN RESOURCES INCLUDING NUMBER OF PEOPLE EMPLOYED

As on 31st March 2016, the total numbers of employees on the payrolls of the Company at all the locations were 84.

The ratio of the remuneration of each Director to the median employee’s remuneration and other details in terms of sub-section 12 of Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are as under:

1. Name of the Employee

K. K. Tamhaney

2. Designation of the employee

Chief Executive Officer

3. Remuneration received

Rs. 49.84 lacs

4. Nature of employment

Full time

5. Qualifications and Experience of the employee

B. Tech, (Metallurgical Engineering)

6. Date of commencement of employment

10.09.2009

7. The age of employee

54 years

8. The last employment held by such employee before joining the Company

GM - Operations - Mahindra Hinoday Industries Limited

9. The percentage of equity shares held by the employee in the Company

NIL

10. Whether any such employee is a relative of any Director or Manager of the Company

No

PARTICULARS OF DIRECTORS’ REMUNERATION:

the ratio of the remuneration of each Director to the median remuneration of the employees

Sr. No.

Name of Director / KMP and Designation

Remuneration of Director / KMP for financial year 2015-16.

Previous year’s Remuneration includes sitting Fees

% increase/ decrease in Remuneration in the Financial year 2015-16

Ratio of Remuneration of each Director to median remuneration of employees

Comparison of the remuneration of the KMP against the performance of the Company

1

F. D. Neterwala -Chairman

215000

221000

-4.44%

0.52

-

2

R. B. Mehta - Director

85000

126000

-32.54%

0.21

-

3

A. F. Neterwala -Director

135000

116000

16.38%

0.33

-

4

P. F. Neterwala -Director

75000

75000

NIL

0.18

-

5

M. K. Fondekar1 -Director

125000

9193000*

-98.64%

0.30

-

6

K. M. Elavia -Director

80000

126000

-36.51%

0.19

-

7

H. R. Prasad -Director

215000

221000

-2.71%

0.52

-

8

F. K. Banatwalla -Director

215000

200000

7.5%

0.52

-

9

P. Subrahmanyam -Director

190000

231000

-17.75%

0.46

-

10

M. P. Bharucha -Director

60000

56000

7.14%

0.14

-

The sitting fees for attending the Board Meeting is Rs. 25, 000/For attending Audit Committee is Rs. 20,000/For attending all the Committee Meetings is Rs. 10,000/- (except Stakeholders Relationship Committee - NIL). PARTICULARS OF DIRECTORS’ REMUNERATION:

The percentage increase in remuneration of:

- Chief Executive Officer

- Chief Financial Officer

- Company Secretary

- Median remuneration of employees

11.3%

23.9%

25.0%

Rs. 4.14 Lacs

Number of permanent employees on the rolls of Company

84

explanation on the relationship between average increase in remuneration and Company performance

The average increase in median remuneration was in line with the increase of salary in the industry.

Comparison of the remuneration of the Key Managerial personnel against the performance of the Company

Sales and Operating Income for the year ended March 31, 2016 is Rs. 6429.05 lacs and PBIDT improved to Rs.739.44 lacs.

Details of % increase of KMP has been stated above. Increase in the remuneration of KMP is commensurate with the performance of the Company under severe constraints.

Variations in the market capitalization of the Company, price earnings ratio as at the closing date of the current financial year and previous financial year

The market capitalization as on March 31, 2016 was Rs. 65.19 Crore (Rs. 114.40 crore as on March 31, 2015) price earnings ratio of the Company as at March 31, 2016 and as at March 31, 2015 - Not applicable - as there is no profits in the current year.

Percentage increase/decrease in the market quotations of the shares of the Company in comparison to the rate at which the Company came out with the last public offer

The Company has not made any public issue or rights issue of securities in the recent past, so comparison have not been made of current share price with public offer price. The Company’s shares are listed on the BSE Limited.

Average percentage increase made in the salaries of employees other than the key managerial personnel in the last financial year i.e. 2015-16.

11.30 %

Average percentage increase in the managerial remuneration compared to average percentage increase in average salary of other employees.

Not Applicable as there is No Executive Director.

Justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration

Not Applicable as there is No Executive Director.

The key parameters for any variable component of remuneration availed by the Directors

There are no variable component of remuneration availed by the Directors.

The ratio of the remuneration of the highest paid Director to that of the employees who are not Directors but receive remuneration in excess of the highest paid Director during the year

Not applicable

Affirmation that the remuneration is as per the remuneration policy of the Company

It is hereby affirmed that the remuneration paid is as per the remuneration policy for Directors, Key Managerial personnel and other employees.

DIRECTORS

(i) In terms of the provisions of Sections 149, 150, 152 and other applicable provisions of the Companies Act, 2013 and the Rules made there under, Mr. K. M. Elavia, Mr. H. R. Prasad, Mr. M. P. Bharucha, Mr. P. Subrahmanyam and Mr. F. K. Banatwalla (Independent Directors) have been appointed at the 41st Annual General Meeting of the Company held on 20th August, 2014, to hold office as Independent Directors of the Company for a period of 5 years i.e. up to 31st March, 2019.

(ii) Pursuant to the provisions of Section 152 (6) of the Companies Act, 2013 and the Rules made there under, Mr. F. D. Neterwala (DIN: 00008332) and Mr. A. F. Neterwala (DIN: 01418744) retires by rotation at the ensuing Annual General Meeting and being eligible offers themselves for re-election.

COMMITTEES OF THE BOARD

In terms of the Provision of the Companies Act, 2013 as applicable to Listed Companies, the following Committees of the Board have been duly constituted

I. Audit Committee:

The Audit Committee Members as at March 31, 2016 comprised of:

Name of Director

Category

Mr. F. K. Banatwalla

Chairman & Independent Director

Mr. F. D. Neterwala

Promoter - Non Executive Director

Mr. H. R. Prasad

Independent Director

Mr. P. Subrahmanyam

Independent Director

The information generally provided to the Committee for its consideration and approvals include:

- Quarterly, half yearly and annual financial results of the Company and performance report on its business segments;

- annual budget and performance targets;

- appointment of statutory and internal auditors;

- appointment of key managerial personnel;

- review of foreign exchange exposures and exchange rate movement, if material;

- contracts in which Director(s) are interested or deemed to be interested;

- Defaults in payment of statutory dues, if any;

- compliance of various laws and accounting standards;

- Any remarks/ observances/ findings made by the Statutory and Internal Auditors of the Company;

- Making of loans and investment of surplus funds;

- whistle blower policy /vigil mechanism

During the Financial Year 2015-16, 4 Meetings of the Audit Committee were held.

II. Nomination and Remuneration Committee:

The Nomination and Remuneration Committee as at March 31, 2016 comprised of:

Name of Director

Category

Mr. K. M. Elavia

Chairman & Independent Director

Mr. R. B. Mehta

Promoter - Non Executive Director

Mr. P. Subrahmanyam

Independent Director

The Committee frames the Remuneration Policy and recommends remuneration / revision / merit increment and related matters of the Executive Director, Chief Executive Officer, Chief Financial Officer, Company Secretary and Senior Executives.

During the year 2015-2016, 2 Meetings of the Nomination and Remuneration Committee were held.

III. Stakeholders Relationship Committee

The composition of the Stakeholders Relationship Committee as at March 31, 2016 is as under:

Name of the Director

Category

Mr. F. D. Neterwala

Non-Executive Director

Mr. R. B. Mehta

Non-Executive Director

Mr. A. F. Neterwala

Non-Executive Director

The Committee meets as often as necessary. In accordance with the authority granted by the Board, the Committee, deals with the following matters concerning shareholders, on fortnightly basis.

- Transfer/Transmission/Deletion/Name change of physical shares.

- Split/Sub-division, consolidation and duplicate share certificates of physical shares as approved by the Board.

- Re-materialization of Shares.

IV. Corporate Social Responsibility Committee (CSR):

Pursuant to the provisions of the Section 135 of the Companies Act, 2013 and the rules made there under regarding Corporate Social Responsibility became applicable to the Company.

The composition of the CSR Committee as at March 31, 2016 is as under:

Name of the Director

Category

Mr. F. D. Neterwala

Chairman - Non-Executive Director

Mr. H. R. Prasad

Independent Director

Mr. A. F. Neterwala

Non-Executive Director

The Committee frames the CSR Policy of the Company; identifies the projects which the Company can undertake towards the CSR initiatives and recommends the same to the Board of Directors for their approval.

During the year 2015-2016, 1 Meeting of the CSR Committee was held.

Mr. M. S. Ashar, Company Secretary functions as the Secretary to all the above Committees.

BOARD MEETINGS:

During the period from 1st April, 2015 to 31st March, 2016, Five Meetings of the Board were held as under:

- 29th May, 2015

- 13th August, 2015

- 20th August, 2015

- 10th November, 2015

- 11th February, 2016 BOARD EVALUATION:

The formal evaluation procedure for evaluation by the Board of its own performance and that of its Committee and Individual Directors was done. The meeting of the Independent Directors of the Company was held on 4th April, 2016.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134 (3) (c) and 134 (5) of the Companies Act, 2013, the Directors, based on the representations received from the Operating Management, confirm that:

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

(b) In consultation with the Statutory Auditors, appropriate accounting policies have been selected and applied consistently and judgments 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 March 31, 2016 and of the profit for year ended on that date;

(c) To the best of their knowledge and ability, proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the applicable provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities, if any;

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

(e) The Directors have laid down internal financial controls in respect of policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business including adherence to the Company’s policies, the safe guarding of its assets, the accuracy and completeness of the accounting records and timely preparation of reliable financial information and such internal controls are adequate and are operating effectively.

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

ABSTRACT OF ANNUAL RETURN:

Pursuant to the provision of Section 134 (3) (a) of the Companies Act, 2013 an abstract of the Annual Return for FY 2015-16 in the prescribed format is attached Annexure I and forms an integral part of the Report.

DECLARATION BY INDEPENDENT DIRECTORS:

Pursuant to Section 149 (7) of the Companies Act, 2013 each of the Independent Director of the Company, has given a declaration at the Board Meeting of the Company held on 30th May, 2016 (being the first Board Meeting of the financial year 2016/17) to the effect that he meets the criteria of Independence as provided in Section 149 (b) of the Companies Act, 2013.

COMPANY’S POLICY ON DIRECTORS APPOINTMENT, REMUNERATION ETC:

The Nomination and Remuneration Committee of the Board is evolving a policy on appointment and remuneration and other matters as provided in Section 178 (3) of the Companies Act, 2013. Any further appointment of Executive Director and his remuneration or appointment of an Independent Director would be based on the policy that is being evolved.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

The Company has not provided any loans or given any guarantee / security to any person.

Details of Working Capital facilities and Term Loan as obtained by the Company are provided in the Notes no. 5 and 8 in the Notes to financial statement. Details of investment made by the Company are provided in Note no.12 in the Notes to Financial Statements. These Investments are made by the Company in the ordinary course of business, out of the surplus funds presently available with the Company, with a view to get an effective return.

PARTICULARS OF CONTRACTS AND ARRANGEMENTS COVERED UNDER SECTION 188 OF THE COMPANIES ACT, 2013:

All transactions entered into with Related Parties are in the ordinary course of business and are at arm’s length. Details regarding transactions entered into with related parties are provided in the notes to accounts. All the related party transactions have prior approval of the Audit Committee and the Board of Directors and are within limits as prescribed under the provisions of Section 188 of the Companies Act, 2013 and the Rules made there under and do not require the approval of the Members.

There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

CONSERVATION OF ENERGY, TECHNOLOGY & FOREIGN EXCHANGE EARNINGS AND OUTGO.

The particulars required to be disclosed pursuant to Section 134 (3) of the Companies Act, 2013 read with rule 8 of the Companies (Accounts) Rule, 2014 are given in Annexure II, and is an integral part of this Report.

RISK MANAGEMENT POLICY:

The Board of Directors has identified and mitigated risks that may arise. However the executive Management has an adequately defined framework for risk management. The Company, like all business in the country, is exposed to business and economic risk arising out of market conditions and vagaries of monsoon.

CORPORATE SOCIAL RESPONSIBILITY (CSR) ACTIVITIES:

The Company has formed a Committee of the Board of Directors which have been entrusted with the powers to identify the CSR activities. The Committee has shortlisted certain projects at its meeting held on 11th February, 2016 and the implementation of the projects would be carried out in the current fiscal. Pursuant to the provisions of the Section 135 of the Companies Act, 2013 and the rules made there under regarding CSR expenditure, due to the loss in the current financial year the Company has not incurred any expenditure towards the CSR activity.

CORPORATE GOVERNANCE:

As per circular No. CIR/CFD/P0LICY/CELL/7/2014 dated 15th September, 2014, the compliance with the provisions of Clause 49 and Regulation 27 of SEBI (Listing Obligation & Disclosure Requirements), 2015 is not mandatory for the Company. Nevertheless the Company has been complying the provision on Voluntary basis.

The Company has taken adequate steps to ensure that all mandatory provisions of Corporate Governance as prescribed under the SEBI (Listing Obligation & Disclosure Requirements), Regulation 2015 of the BSE Limited with which the Company is listed are complied with. A separate report on Corporate Governance is attached as a part of the Annual Report along with the Auditors’ statement on its compliance.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

The Board of Directors of the Company has established a robust vigil mechanism process and to govern the same well defined whistle blower policy has been adopted by the Company.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013.

The Company has in place an Anti Sexual Harassment Policy since 2009 as per the Supreme Court Guidelines which is in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

The following is a summary of sexual harassment complaints received and disposed off during the year 2015-16

- No of complaints received: NIL - No of complaints disposed off: N.A.

STATUTORY AUDITORS:

M/s. Ford Rhodes Parks & Co., Chartered Accountants are the Statutory Auditor of the Company appointed in 42nd Annual General Meeting to hold office up to the conclusion of the ensuing Annual General Meeting of the Company. Being eligible, it is recommended to reappoint M/s. Ford Rhodes Parks & Co. in the forthcoming Annual General Meeting to audit the accounts of the Company for the financial year 2016 - 2017.

INTERNAL AUDITORS:

M/s. R. G. N. Price, Chartered Accountants, Mumbai are the Internal Auditors of the Company. In a year they carry out 3 Internal Audit Runs which are commensurate with the size of the Company, and nature of its business.

SECRTARIAL AUDIT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Kaushik M. Jhaveri & Co., a firm of Practicing Company Secretaries to undertake the Secretarial Audit of the Company. The Secretarial Audit Report for the FY 2015 - 16 is annexed herewith as Annexure III There are no reservations or qualifications made in the Audit Report.

APPRECIATION:

Your Directors place on record their appreciation of the continue support and Cooperation extended to the Company by the Central and State Government agencies, and by our Shareholders, Customers, Suppliers, Bankers, Employees at all levels, Employee’s Union and other Business Associates.

CAUTIONARY NOTE:

Certain statements in the Director’s Report and Management & Discussion Analysis section may be forward looking and are stated as required by applicable laws and regulations. Many factors may affect the actual results, which could be different from what the Directors envisage in terms of future performance and outlook.

On Behalf of the Board of Directors

F. D. Neterwala

Mumbai: 30th May, 2016. Chairman


Mar 31, 2015

The Members

The Directors have pleasure in presenting herewith their Forty Second Annual Report together with the Audited Accounts of the company for the year ended March 31,2015.

OPERATIONS AND FINANCIAL RESULTS SUMMARY OF FINANCIAL RESULTS

Rslacs Particulars 2014-15 2013-14

Gross Sales 8425.78 8241.01

Less: Excise Duty & sales tax 606.86 587.08

Net Sales 7818.92 7653.93

add: other income 141.16 295.89

Total income 7960.08 7949.82

Profit before Depreciation 279.89 1488.07

Less: Depreciation 715.85 308.18

Profit / (Loss) Before Tax (435.96) 1179.89

Less: Exceptional items 653.81 -

less: provision for income tax - 348.00

add: income tax adjustment for previous years - 1.36

add: Deferred tax adjustment for the previous year (317.30) (51.53)

Profit / (Loss) After Tax (772.47) 781.72

Balance brought forward 4298.69 3735.61

Profit Available for Appropriation 3526.22 4517.33

proposed Dividend on Equity shares 59.25 118.50

Dividend tax on the above 12.06 20.14

transferred to General reserve - 80.00

Surplus Carried to Balance Sheet 3448.39 4298.69

DIVIDEND

the Board of Directors of the company have recommended a dividend of Rs.3/- per equity share of nominal value of Rs.10 each (i.e. 30%) for the financial year ended March 31,2015 as against 60% paid for the previous year. The total outgo towards dividend on equity shares together with dividend distribution tax amounts to Rs.71.63 lacs.

OPERATIONS

Despite recessionary trends globally in the capital good sector for greater part of the year under review and higher inflation and lower GDP growth in India, your Company has been able to sustain the top line through its efforts at diversification into new segments locally and opening new markets targeting Companies abroad.

- the PBIDT for the year under review is Rs.7.10 crs as against Rs.18.08 crs of the previous year.

WORKING CAPITAL MANAGEMENT:

The significant ratios of the Company such as Ratio of Inventory to Sales is 25.21%, Receivable to Sales is 19.92%, and Net working capital to sales is 9.73%.

the working capital was rotated 5.70 times in the year, showing effective working capital management. Funds surplus to the operational requirements have been invested in safe and relatively risk free instruments to earn a reasonable return.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an adequate system of internal controls in all business spheres of its activities which are commensurate with the size and the nature of its business. It ensures adequate protection of the Company's resources, provision of accurate and speedy financial statements and reports, and compliance with the Company policies and procedures and other statutory and legal obligations. the internal control is supplemented by effective and independent internal audit. The Management regularly reviews the findings of the Internal Auditors and effective steps to implement any suggestions/observations of the internal Auditors are taken and monitored regularly. in addition, the Audit Committee of the Board regularly addresses significant issues raised by the Internal and the statutory auditors.

PROSPECTS

the company during the year was successful in developing some new customers and products in Europe and the company expects to expand its product portfolio both in the domestic market and exports for the future growth. the Company is looking forward for improvement in the domestic demand due to the Government's "Make in India" policy for revival of growth which is expected to have a positive effect on our business sectors. the company plans to target new product addition, new customer acquisitions and extended reach.

DHARWAD PROJECT

the company's plant at Dharwad has been fully commissioned and commercial production has commenced. the company has added a state of art sand casting facility which will help it to target high integrity critical sand casting business. consequent to the commissioning of state of art Dharwad facilities company's capabilities to cater to the requirements of the niche markets and customers is considerably enhanced. With the shifting of existing machining vendors to Dharwad and the setting up of the in-house machining facilities, the company is expected to improve on its delivery performance. Thane plant will cease to operate by end of first quarter of this financial year.

QUALITY MANAGEMENT

the company has set high benchmarks on quality and on time delivery, providing an edge to the company in the competitive business scenario. The Company's operations are certified for ISO 9001:2008. All its overseas customers have validated Quality Management System of Dharwad factory.

ENVIRONMENT, HEALTH AND SAFETY

As part of its commitment to provide a high quality of life for all its stake holders, the company ensures highest level of safety health and environment for all its stake holders - employees, customers, vendors, business associates and neighbourhood. Company plans to get its plant at Dharwad certified for ISO 14001 and OHSAS 18001 in this financial year.

HUMAN RESOURCE MANAGEMENT

Skill development and training are ongoing exercises through focused HR initiatives. the relations between the employees and the management continue to remain cordial. the company further proposes to invest in a high end Strategic/ talent Management Software to further bring in cohesive and strategic thinking in its employees.

MATERIAL DEVELOPMENTS ON HUMAN RESOURCES INCLUDING NUMBER OF PEOPLE EMPLOYED

As on 31st March 2015, the total numbers of employees on the payrolls of the company at all the locations were 95. During the year Voluntary Retirement Scheme (VRS) was offered to all the unionised permanent employees of the company. the company paid a sum of Rs.5.94 crores towards the VRS of eighty employees/workers. the company has also paid Rs.0.59 Crore to other employees not covered under this scheme on account of their full and final settlement.

the ratio of the remuneration of each Director to the median employee's remuneration and other details in terms of sub-section 12 of Section 197 of the companies Act, 2013 read with Rule 5(1) of the companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are as under:

(i) in terms of the provisions of Sections 149, 150, 152 and other applicable provisions of the Companies Act, 2013 and the Rules made thereunder, Mr. K. M. Elavia, Mr. H. R. prasad, Mr. M. R Bharucha, Mr. R subrahmanyam and Mr. F K. Banatwalla (independent Directors) have been appointed at the 41st Annual General Meeting of the Company held on 20th August, 2014, to hold office as Independent Directors of the Company for a period of 5 years i.e. upto 31st March, 2019.

(ii) Pursuant to the provisions of Section 152 (6) of the Companies Act, 2013 and the Rules made thereunder, Mr. R. B. Mehta (DIN: 00057570) retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-election.

(iii) Mrs. R F Neterwala (DIN: 01083117) was appointed as an Additional Director of the Company on 20th August, 2014 under Section 161 of the Companies Act, 2013, pursuant to the requirement of Companies Act, 2013 and SEBI guidelines that each listed Company shall have a Woman Director on its Board on or before March 31, 2015. Pursuant to Article 111 of the Articles of Association of the Company and as per the provisions of Section 161 of the Companies Act, 2013, Mrs. P. F Neterwala holds office up to the ensuing Annual General Meeting and is eligible for appointment. The Company has received a notice in writing from a member alongwith the deposit of requisite amount under Section 160 of the Companies Act, 2013, proposing the candidature of Mrs. P. F. Neterwala for the office of Director and she would be liable to retire by rotation.

(iv) Mr. M. K. Fondekar (DIN: 01089689) who was appointed as a Director of the Company with effect from 1st January, 2015 on completion of his term as an Wholetime Director designated as Executive Director on 31st December, 2014 under Section 161 of the Companies Act, 2013. Pursuant to the provisions of Section 161 of the Companies Act, 2013, Mr. M. K. Fondekar will hold office up to the ensuing Annual General Meeting and is eligible for appointment. The Company has received a notice in writing from a member along with the deposit of requisite amount under Section 160 of the Companies Act, 2013, proposing the candidature of Mr. M. K. Fondekar for the office of Director and he would be liable to retire by rotation.

COMMITTEES OF THE BOARD

in terms of the Provisions of the Companies Act, 2013 as applicable to Listed Companies, the following Committees of the Board have been duly constituted

I. Audit Committee:

The audit committee Members as at March 31,2015 comprised of:

Name of Director Category

Mr. F. K. Banatwalla chairman & independent Director

Mr. F. D. Neterwala Promoter - Non Executive Director

Mr. H. R. Prasad Independent Director

Mr. P. Subrahmanyam Independent Director

The Committee reviews:

- Quarterly, half yearly and annual financial results of the Company and performance report on its business segments;

- Annual budget and performance targets;

- Appointment of statutory, cost and internal auditors;

- Appointment of key managerial personnel;

- Review of foreign exchange exposures and exchange rate movement, if material;

- Contracts in which Director(s) are interested or deemed to be interested;

- Defaults in payment of statutory dues, if any;

- Compliance of Various laws and Accounting Standards;

- Any remarks/ observances/ findings made by the Statutory and Internal Auditors of the Company;

- Making of loans and investment of surplus funds;

- Whistle blower policy /vigil mechanism

During the year 2014-2015, 6 Meetings of the Audit Committee were held.

II. Nomination and Remuneration Committee:

The Nomination and Remuneration Committee as at March 31,2015 comprised of:

Name of Director Category

Mr. K. M. Elavia Chairman & Independent Director

Mr. R. B. Mehta Promoter - Non Executive Director

Mr. P. Subrahmanyam Independent Director

The Committee frames the Remuneration Policy and recommends remuneration / revision / merit increment and related matters of the Executive Director, Chief Executive Officer, Chief Financial Officer, Company Secretary and Senior Executives.

During the year 2014-2015, 3 Meetings of the Nomination and Remuneration Committee were held.

III. Stakeholders Relationship Committee

The composition of the Stakeholders Relationship Committee as at March 31,2015 is as under:

Name of the Director Category

Mr. F. D. Neterwala Chairman - Non-Executive Director

Mr. R. B. Mehta Non-Executive Director

Mr. A. F. Neterwala Non-Executive Director

The Committee meets as often as necessary. In accordance with the authority granted by the Board/Share Transfer Committee, deals with the following matters concerning Shareholders, on fortnightly basis.

- Transfer/Transmission of physical shares

- Split/Sub-division, consolidation and duplicate share certificates of physical shares as approved by the Board. Re-materialisation of Shares.

IV. Corporate Social Responsibility Committee (CSR):

Pursuant to the provisions of the Section 135 of the Companies Act, 2013 and the rules made thereunder

regarding corporate social Responsibility became applicable to the company.

The composition of the csr committee as at March 31,2015 is as under:

Name of the Director Category

Mr. F. D. Neterwala Chairman - Non-Executive Director

Mr. H. R. Prasad Independent Director

Mr. A. F. Neterwala Non-Executive Director

The Committee frames the CSR Policy of the Company; identifies the projects which the Company can undertake towards the CSR initiatives and recommends the same to the Board of Directors for their approval.

During the year 2014-2015, 1 Meeting of the CSR Committee was held.

Mr. Milind Ashar, Company Secretary functions as the Secretary to all the above Committees.

BOARD MEETINGS:

During the period from 1st April, 2014 to 31st March, 2015, Five Meetings of the Board were held as under:

- 30th May, 2014

- 13th August, 2014

- 20th August, 2014

- 13th November, 2014

- 13th February, 2015

BOARD EVALUATION:

The formal evaluation procedure for evaluation by the Board of its own performance and that of its Committee and

Individual Directors was done. The meeting of the Independent Directors of the Company was held on 18th May, 2015.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134 (3) (c) of the Companies Act, 2013, the Directors, based on the representations received

from the Operating Management, confirm that:

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

(b) In consultation with the Statutory Auditors, appropriate accounting policies have been selected and applied consistently and judgments 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 March 31,2015 and of the profit and loss for year ended on that date;

(c) To the best of their knowledge and ability, proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the applicable provisions of the Companies Act,2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities, if any;

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

(e) The Directors have laid down internal financial controls in respect of policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business including adherence to the Company's policies, the safe guarding of its assets, the accuracy and completeness of the accounting records and timely preparation of reliable financial information and such internal controls are adequate and are operating effectively.

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

EXTRACT OF ANNUAL RETURN:

Pursuant to the provision of Section 134 (3) (a) of the Companies Act, 2013 an extract of the Annual Return for 2014- 15 in the prescribed formation is attached (Annexure I) and forms an integral part of the Report.

Pursuant to Section 149 (7) of the Companies Act, 2013 each of the independent Director of the Company, has given a declaration at the Board Meeting of the company held on 25th May, 2015 (being the first Board Meeting of the financial year 2015/16) to the effect that he meets the criteria of Independence as provided in Section 149 (b) of the companies act, 2013.

COMPANY'S POLICY ON DIRECTORS APPOINTMENT, REMUNERATION ETC:

The Nomination and Remuneration committee of the Board is evolving a policy on appointment and remuneration and other matters as provided in section 178 (3) of the companies act, 2013. any further appointment of Executive Directors and his remuneration or appointment of an independent Director would be based on the policy that is being evolved.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

The company has not provided any loans or given any guarantee / security to any person.

Details of working capital facilities and term Loan and obtained by the company are provided in the Notes 5 and 8 in the Notes to financial statement. Details of investment made by the Company are provided in Note 12 and 15 in the Notes to Financial statements, under investment schedule. these investments are made by the company in ordinary course of business, out of the surplus funds presently available with the company, with a view to get an effective return.

PARTICULARS OF CONTRACTS AND ARRANGEMENTS COVERED UNDER SECTION 188 OF THE COMPANIES ACT, 2013:

Ah transactions entered into with related parties are in the ordinary course of business and are at arm's length. Details regarding transactions entered into with related parties are provided in Note 38 of the notes to accounts.

There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the company at large.

CONSERVATION OF ENERGY, TECHNOLOGY & FOREIGN EXCHANGE EARNINGS AND OUTGO.

The particulars required to be disclosed pursuant to Section 134 (3) of the companies Act, 2013 read with rule 8 of the companies (Accounts) Rule, 2014 are given in Annexure ii, and is an integral part of this Report.

RISK MANAGEMENT POLICY:

The Board of Directors are in the process of evolving a risk policy for the Company including identification and mitigation of risks that may be identified. However the executive Management has an adequately defined framework for risk management. The company, like all business in the country, is exposed to business and economic risk arising out of market conditions and vagaries of monsoon.

CORPORATE SOCIAL RESPONSIBILITY (CSR) ACTIVITIES:

The company has formed a committee of the Board of Directors which have been entrusted with the powers to identify the cSR activities. The committee has shortlisted certain projects and the implementation of the projects would be carried out in the current fiscal. Pursuant to the provisions of the Section 135 of the Companies Act, 2013 and the rules made thereunder regarding CSR expenditure, due to the loss in the current financial year the Company has not incurred any expenditure towards the cSR activity.

CORPORATE GOVERNANCE:

As per circular No. ciR/cFD/POLicy/cELL/7/2014 dated 15th September, 2014, the compliance with the provisions of clause 49 is not mandatory for the company. Never the less the company has been complying with the provision on Voluntary basis.

The company has taken adequate steps to ensure that all mandatory provisions of corporate Governance as prescribed under the amended Listing Agreement of the Bombay Stock Exchange Limited with which the company is listed are complied with. A separate report on corporate Governance is attached as a part of the Annual Report along with the Auditors' statement on its compliance.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

The Board of Directors of the Company has established a robust vigil mechanism process and to govern the same well defined whistle blower policy has been adopted by the Company.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013.

The company has in place an Anti sexual Harassment policy since 2009 as per the supreme court Guidelines which is in line with the requirements of the sexual harassment of women at the workplace (prevention, prohibition & Redressal) act, 2013. internal complaints committee (icc) has been set up to redress complaints received regarding sexual harassment. ah employees (permanent, contractual, temporary, trainees) are covered under this policy.

The following is a summary of sexual harassment complaints received and disposed off during the year 2014-15

- No of complaints received: NIL

- No of complaints disposed off: N.A.

STATUTORY AUDITORS:

M/s. Ford rhodes parks & co., chartered Accountants are the statutory Auditor of the company appointed in 41st Annual general Meeting to hold office up to the conclusion of the ensuing Annual General Meeting of the Company. Being eligible, it is recommended to reappoint M/s. Ford rhodes parks & co. in the forthcoming Annual General Meeting to audit the accounts of the Company for the financial year 2015 - 2016.

INTERNAL AUDITORS:

M/s. R. G. N. price, chartered Accountants, Mumbai are the internal Auditors of the company. in a year they carry out 3 Internal Audit Runs which are in commensurate with the size of the Company, and nature of its business.

SECRTARIAL AUDIT:

Pursuant to the provisions of section 204 of the companies Act, 2013 and the companies (Appointment and remuneration of Managerial personnel) rules, 2014, the company has appointed M/s. Kaushik M. Jhaveri & co., a firm of Practicing Company Secretaries to undertake the Secretarial Audit of the Company. The Secretarial Audit Report for the FY 2014 - 15 is annexed herewith as "Annexure 3 There are no reservations or qualifications made in the Audit report.

COST AUDITORS:

Pursuant to section 148 of the companies Act, 2013 read with the companies (cost records and Audit) rules, 2014 as amended from time to time, the company has appointed Mr. K. R. vaidyanathan. cost Accountant. (Membership No. 12139) as Cost Auditor of the Company for the financial year 2014-2015 to verify the Cost Audit Records.

APPRECIATION:

Your Directors place on record their appreciation of the continued support and cooperation extended to the company by the central and state Government agencies, and by our shareholders, customers, suppliers, Bankers, Employees at all levels, employee's union and other Business Associates.

CAUTIONARY NOTE:

Certain statements in the Director's report and Management & Discussion Analysis section may be forward looking and are stated as required by applicable laws and regulations. Many factors may affect the actual results, which could be different from what the Directors envisage in terms of future performance and outlook.

On Behalf of the Board of Directors F. D. Neterwala chairman

Mumbai: 29th May, 2015.


Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting herewith their Forty First Annual Report together with the Audited Accounts of the company for the year ended March 31,2014.

OPERATIONS AND FINANCIAL RESULTS

SUMMARY OF FINANCIAL RESULTS

Rs.lacs

Particulars 2013-14 2012-13

Revenue From Operations (Gross) 8241.01 7608.44

Less: Excise Duty & Sales Tax 587.08 671.45

Revenue From Operations (Net) 7653.93 6936.98

add: other income 295.89 227.06

Total Revenue 7949.82 7164.04

Profit before Depreciation 1488.07 1191.65

Less: Depreciation 308.18 128.08

Profit Before Tax 1179.89 1063.57

less: provision for income Tax 348.00 365.00

Add: Income Tax adjustment for previous years 1.36 (7.16)

Add: Deferred Tax adjustment (51.53) 19.56

Profit After Tax 781.72 710.97

Balance brought forward 3735.61 3179.95

Profit Available for Appropriation 4517.33 3890.92

proposed Dividend on Equity shares 118.50 69.10

Dividend tax on the above 20.14 11.21

transferred to General Reserve 80.00 75.00

Surplus Carried to Balance Sheet 4298.69 3735.61

DIVIDEND

The Board of Directors of the company have recommended a dividend of Rs. 6.00/- per Equity share of nominal value of Rs. 10 each (i.e. 60%) for the financial year ended March 31,2014 as against 35% paid for the previous year. The total outgo towards dividend on equity shares together with dividend distribution tax amounts to Rs. 138.64 Lacs.

OPERATIONS

Despite recessionary trends in the domestic economy for the greater part of the year under review, higher inflation and lower GDP growth your company has been able to show growth in the top line through its efforts in acquiring new customers in Europe. The latter part of the year saw improved sentiments in Europe and American markets helping your company to improve its export performance. The turnover for the year including exports was higher by 11%, compared to the previous year mainly contributed by exports and sustained market share with the OEM (original Equipment Manufacturer) customers. The PBIDT for the year is Rs. 18.08 crs as against Rs. 13.10 crs of the previous year.

PROSPECTS

Your company''s sustained efforts on acquiring new customers are yielding results with new business flowing from overseas OEMs which shows good future potential. The installation of a new stable government augurs well for the industrial sentiment. This is expected to bring the domestic sectors out of the sluggishness and is expected to have a positive effect on our business.

DHARWAD PROJECT

The company''s plant at Dharwad has been commissioned and commercial production has commenced. The company has taken a small step by starting an in-house machine shop at this facility which would help reduce its dependence on the outsourced services and improve its delivery performance besides building internal machining capabilities. Consequent to the Commissioning of state of art Dharwad facility, Company''s capabilities to cater to the requirements of the niche markets and customers is considerably enhanced which will help Company to target businesses which hitherto it was not able to do.

QUALITY MANAGEMENT

The Company''s commitment to high standards of quality and on time delivery continues against competitive price pressures. Company''s operations are certified for ISO 9001:2008 and the Quality Management System at the new facility at Dharwad also will be certified in the current fiscal.

ENVIRONMENT, HEALTH AND SAFETY

The Company is committed to the highest level of safety, health and environment for all its stake holders - employees, customers, vendors, business associates and neighborhood. Company''s operations were certified according to iSO 14001 and OHSAS 18001. We have planned to get similar certification for Dharwad unit in the current fiscal year.

HUMAN RESOURCE MANAGEMENT

Focused H.R. initiatives are being taken for training and development. The relations between the employees and the management continue to remain cordial.

DIRECTORS

Mr. A. F. Neterwala was appointed as a Director by the Board, in the vacancy caused by the demise of Mr. D. M. Neterwala on 7th August, 2013, in terms of Section 262 of the Companies Act, 1956. The Company has received Notice from a Member pursuant to the provisions of Section 160 of the Companies Act, 2013 (Corresponding Section 257 of the Companies Act, 1956) proposing the appointment of Mr. A. F. Neterwala at the ensuing Annual General Meeting.

in terms of the relevant provisions of Articles of Association of the Company, and the Companies Act, 1956 Mr. P. Subrahmanyam and Mr. H. R. Prasad retire by rotation and being eligible, offer themselves for reappointment. Pursuant to the provisions of Section 149 (10) of the Companies Act, 2013 their reappointment is proposed for a period of 5 years, and they will not be liable to retire by rotation during their tenure.

in terms of the provisions of Sections 149, 150, 152 and all other applicable provisions of the Companies Act 2013 and the rules prescribed there under, the non-retiring independant Directors shall be appointed within12 months from 1st April 2014. To comply with these provisions Mr. K. M. Elavia, Mr. M. P. Bharucha and Mr. F. K. Banatwalla, independant Directors are proposed to be appointed for a period of 5 (Five) years and would not be liable to retire by rotataion.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956 the Directors, based on the representations received from the Operating Management, confirm that:

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

(ii) in consultation with the Statutory Auditors, appropriate accounting policies have been followed and applied consistently and judgments 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 March 31,2014 and of the profit for year ended on that date;

(iii) To the best of their knowledge and ability, proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the applicable provisions of the Companies Act,1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities, if any;

(iv) The annual accounts have been prepared on a going concern basis.

INFORMATION PURSUANT TO SECTION 217 OF THE COMPANIES ACT, 1956.

The information required to be given under section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees Rules), 1975 as amended. However in terms of section 219 (1) (b) (iv) of the companies Act 1956, the Annual Report is circulated to members excluding the aforesaid information. Any member interested to obtain the said information may write to the company secretary at the Registered office of the company.

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

The particulars as required to be disclosed pursuant to 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 are given in Annexure - i forming a part of this Report and Note No. 33 & 34 of "Notes to the Financial Statements".

CORPORATE GOVERNANCE

in terms of the Listing Agreement, Management Discussion & Analysis Report is annexed and forms part of the Annual Report. A report on corporate Governance along with the Auditors'' certificate on its compliance is also annexed which is forming part of the Annual Report.

STATUTORY AUDITORS

The Members are requested to appoint the Auditors for the current year and fix their remuneration. Messrs. Ford, Rhodes, Parks & co., chartered Accountants, Mumbai, the existing Auditors of the company have furnished the certificate of their eligibility for reappointment under Section 141 of the companies Act, 2013. (corresponding Section 224 of the companies Act, 1956).

SECRETARIAL AUDITOR

The provisions of Section 204 of the companies Act, 2013 read with Section 134 (3) of the companies Act, 2013, mandates Secretarial Audit of the company to be done from the financial year commencing on and after 1st April, 2014 by a company Secretary in Practice which is required to be annexed with the Board Report for the financial year 2014-15 onwards. The Board has therefore considered and appointed M/s. Kaushik M. Jhaveri & co. company Secretary in practice as Secretarial Auditor for the financial year 2014-15.

APPRECIATION

Your Directors place on record their appreciation of the continued support, cooperation and assistance from our shareholders, customers, suppliers, employees and employees'' union and other business associates including various agencies of the central and State Governments and Bankers.

on Behalf of the Board of Directors F.D. Neterwala Mumbai, 30th May, 2014. chairman


Mar 31, 2013

To the Members,

The Directors have pleasure in presenting herewith their Fortieth Annual Report with the Audited Accounts of the Company for the year ended March 31, 2013.

OPERATIONS AND FINANCIAL RESULTS

SUMMARY OF FINANCIAL RESULTS

Rs. lacs

Particulars 2012-13 2011-12

Revenue from Operations (Gross) 7608.43 6653.27

Less: Excise Duty & Sales Tax 671.45 615.27 Revenue from Operations (Net) 6936.98 6038.00

Add: Other income 227.06 207.51

Total Revenue 7164.04 6245.51

Profit before Depreciation 1191.65 1294.29

Less: Depreciation 128.08 145.97

Profit Before Tax 1063.57 1148.32

Less: Provision for Income Tax 365.00 379.00

Add: Income Tax adjustment for previous years (7.16) 9.75

Add: Deferred Tax adjustment for the previous year 19.56 12.25

Profit After Tax 710.97 791.32

Balance brought forward 3179.95 2568.97 Profit Available for Appropriation 3890.92 3360.29

Proposed Dividend on Equity Shares 69.13 69.13

Dividend Tax on the above 11.21 11.21

Transferred to General Reserve 75.00 100.00

Surplus Carried to Balance Sheet 3735.58 3179.95

DIVIDEND

Your Directors recommend a dividend of Rs. 3.50 per Equity Share of nominal value of Rs. 10 each (i.e. 35%) for the year ended March 31, 2013. The total outgo towards dividend on Equity Shares together with dividend tax amounts to Rs. 80.34 Lacs.

OPERATIONS

Despite sluggish trend in the domestic market during the year, the turnover for the year was higher by 15%, compared to the previous year thanks to the rise in exports by 46%. The profit after tax for the year under review is Rs. 7.11 Crs as against Rs. 7.91 Crs of the previous year. The decline in profits was mainly on account of price pressures coupled with rising power costs.

PROSPECTS

The current scenario in the domestic market continues to be sluggish. The industrial segments we cater to are experiencing a demand crunch and the new projects are also getting deferred. The Company is trying to overcome the impact of slowdown in its traditional market segment by exploring new geographies, new products and new segments. A beginning has been made by establishing contacts with some new overseas potential customers.

NEW PROJECT

In view of the company''s plan to enter into high integrity static castings and to improve the current capabilities, work on the execution of the Greenfield Project at Dharwad was expedited. The project however, has got slightly delayed due to the Courtis restrictions on stone quarrying and crushing and delay in getting electric power from the dedicated 33 KV electricity line. The Project with expected capital outlay of approximately Rs. 44 Crs. is in advance stages and is expected to be operational soon after the power is charged to our substation.

QUALITY MANAGEMENT

The Company''s commitment to high standards of quality continues against competitive price pressures. The Quality Management System of the company was recertified to ISO 9001:2008 in this year.

ENVIRONMENT, HEALTH AND SAFETY

The Company is committed to the highest level of safety, health and environment for all its stake holders - employees, customers, vendors, business associates and neighbourhood. Company''s operations are certified for ISO 14001 and OHSAS 18001.

HUMAN RESOURCE MANAGEMENT

Focused H.R. initiatives are being taken for training and development. The relations between the employees and the management continue to remain cordial.

DIRECTORS

Your Directors report with profound regret the sad demise on 31st May, 2013 of Mr. D. M. Neterwala. He was the founder Director and more lately Chairman Emeritus of the Company. His business acumen, sagacity, foresight and vision contributed to the consistent growth and development of your Company. Your Directors record their appreciation of his outstanding leadership and invaluable contribution to the Company.

In terms of the relevant provisions of the Companies Act, 1956 and Articles of Association of the Company, Mr. R. B. Mehta, Mr. F. D. Neterwala and Mr. K. M. Elavia retire by rotation and being eligible, offer themselves for reappointment.

Mr. M. K. Fondekaris term as the Whole time Director, designated as Executive Director of the Company, made with the approval of the Members at the 38th Annual General Meeting of the Company held on 25th August, 2011 comes to an end on 30th June, 2013. In recognition of his outstanding contribution and leadership, your Directors, on the recommendation of the Remuneration Committee, have reappointed Mr. M. K. Fondekar as the Whole time Director designated as Executive Director of the Company for a further term of 1 year with effect from 1st July, 2013, on revised terms. His reappointment and terms thereof are subject to approval of the members of the Company at the ensuing Annual General Meeting.

DIRECTORS RESPONSIBILITY statement

Pursuant to Section 217(2AA) of the Companies Act, 1956 the Directors, based on the representations received from the Operating Management, confirm that:

(i) In the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;

(ii) In consultation with the Statutory Auditors, appropriate accounting policies have been followed and applied consistently and judgments 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 March 31, 2013 and of the profit for year ended on that date;

(iii) To the best of their knowledge and ability, proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the applicable provisions of the Companies Act,1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities, if any;

(iv) The annual accounts have been prepared on a going concern basis.

INFORMATION PURSUANT TO SECTION 217 OF THE COMPANIES ACT, 1956.

The information required under section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended by the Companies (Particulars of Employees) Amended Rules, 2011 is not furnished as there is an no employee drawing remuneration exceeding the prescribed limits.

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

The particulars as required to be disclosed pursuant to 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 are given in Annexure - I and form a part of this Report.

CORPORATE GOVERNANCE

In terms of the Listing Agreement, Management Discussion and Analysis Report is annexed and forms part of the Annual Report. A report on Corporate Governance along with the Auditors'' Certificate on its compliance is also annexed forming part of the Annual Report.

STATUTORY AUDITORS

The members are requested to appoint the Auditors for the current year and fix their remuneration. Messrs. Ford, Rhodes, Parks & Co., Chartered Accountants, Mumbai, the existing Auditors of the Company have furnished the Certificate of their eligibility for reappointment under Section 224 (1) of the Companies Act, 1956.

COST AUDITORS

Pursuant to the Companies (Cost Accounting Report) Rules, 2011 read with Section 233B of the Companies Act, 1956 the audit of the Cost Records of the Company have to be done by a Cost Auditor approved by the Central Government. In Compliance with the requirement your Directors have appointed Mr. K. R. Vaidyanathan as Cost Auditor for the financial 2013-14.

APPRECIATION

Your Directors place on record their appreciation of the continued support, cooperation and assistance from our shareholders, customers, suppliers, employees and employeesDunion and other business associates including various agencies of the Central and State Governments and Bankers. On Behalf of the Board of Directors

F. D. Neterwala

Mumbai, 3rd June, 2013. Chairman


Mar 31, 2012

The Directors have pleasure in presenting herewith their Thirty-Ninth Annual Report with the Audited Accounts of the Company for the year ended March 31, 2012.

OPERATIONS AND FINANCIAL RESULTS

SUMMARY OF FINANCIAL RESULTS

The attached Balance Sheet as at 31 st March, 2012 and the Statement of Profit & Loss Account for the year ended 31st March, 2012 are in the new formats prescribed under the revised Sixth Schedule to the Companies Act, 1956 which has become effective from the financial year that commenced on 1st April, 2011. However, the following figures are collated and presented for ready reference and comparison:

Rs in lacs

Particulars 2011-12 2010-11

Gross Sales 6653.27 5655.06

Less: Excise Duty & Sales Tax 615.27 497.53

Net Sales 6038.00 5157.53

Add: Other income 207.51 132.32

Total income 6245.51 5289.85

Profit before Depreciation 1294.29 1249.10

Less: Depreciation 145.97 129.96

Profit Before Tax 1148.32 1119.14

Prior Year Adjustment (Note No. 28) - 44.25

Less: Provision for Income Tax 379.00 377.50

Add: Income Tax adjustment for previous years 9.75 3.96

Add: Deferred Tax adjustment for the previous year 12.25 4.78

Profit After Tax 791.32 794.63

Balance brought forward 2568.97 1938.42

Profit Available for Appropriation 3360.29 2733.05

Proposed Dividend on Equity Shares 69.13 55.30

Dividend Tax on the above 11.21 8.78

Transferred to General Reserve 100.00 100.00

Surplus Carried to Balance Sheet 3179.95 2568.97

DIVIDEND

Your Directors recommend a dividend of Rs. 3.50/- per Equity Share of nominal value of Rs. 10 each (i.e. 35%) for the year ended March 31, 2012. The total outgo towards dividend on Equity Shares together with dividend tax amounts to Rs. 80.34 Lacs.

OPERATIONS

Despite inflationary trend in the domestic market and sluggish recovery in overseas markets, the turnover for the year was higher by 17.7%, compared to the previous year.

PROSPECTS

The latter half of the year under review witnessed the revival of growth in the Decanter Segment, both in domestic and export segments. The revival augurs well for the Company's Decanter business. The business in the Iron Segment and Petro Segment pose challenges which the Company is trying to overcome with development of new , products and tie-ups.

NEW PROJECT

With the revival in the Decanter Segment, the work on execution of the Project at Dharwad has been expedited. The Project with expected capital outlay of Rs.44 Crs. is scheduled to be operational by the end of the financial year 2012-13.

QUALITY MANAGEMENT

The Company's commitment to high standards of quality continues against competitive price pressures. ENVIRONMENT, HEALTH AND SAFETY

The Company is committed to the highest level of safety, health and environment for all its stake holders - employees, customers, vendors, business associates and neighbourhood. Company's operations were certified for ISO 14001 and OHSAS 18001 in June 2011.

HUMAN RESOURCE MANAGEMENT

Focused H.R. initiatives are being taken for training and development. The relations between the employees and the management continue to remain cordial. It is in the spirt of this cordiality that a new wage settlement has been negotiated with the representative Union of the Workers.

DIRECTORS

Mr. M. P. Bharucha was appointed as a Director in the vacancy caused by the death of Mr. E. B. Desai. In terms of Section 262 of the Companies Act, 1956 Mr.Bharucha holds office of Director till the date of the ensuing Annual General Meeting. The Company has received Notice from a Member pursuant to the provisions of Section 257 of the Companies Act, 1956 proposing the appointment of Mr.Bharucha as a Director at the ensuing Annual General Meeting.

Mr. Farokh Banatwalla was appointed as an Additional Director on 29th May, 2012 by the Board of Directors of the Company. In terms of Section 260 of the Companies Act, 1956 Mr. Banatwalla holds the office of Director till the date of the ensuing Annual General Meeting. The Company has received Notice from a Member pursuant to the provisions of Section 257 of the Companies Act, 1956 proposing the appointment of Mr.Banatwalla as a Director at the ensuing Annual General Meeting.

In terms of the relevant provisions of the Companies Act, 1956 and Articles of Association of the Company, Mr. P. Subrahmanyam and Mr. H. R. Prasad retire by rotation and being eligible, offer themselves for reappointment.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956 the Directors, based on the representations received from the Operating Management, confirm that:

(i) In the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;

(ii) In consultation with the Statutory Auditors, appropriate accounting policies have been followed and applied consistently and judgments 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 March 31, 2012 and of the profit for year ended on that date;

(iii) To the best of their knowledge and ability, proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the applicable provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities, if any;

(iv) The annual accounts have been prepared on a going concern basis.

INFORMATION PURSUANT TO SECTION 217 OF THE COMPANIES ACT, 1956.

The information required under section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended by the Companies (Particulars of Employees) Amended Rules, 2011 is not furnished as there is an no employee drawing remuneration exceeding the prescribed limits.

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

The particulars as required to be disclosed pursuant to 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 are given in Annexure -1 and form a part of this Report.

CORPORATE GOVERNANCE

In terms of the Listing Agreement, Management Discussion and Analysis Report is annexed and forms part of the Annual Report. A report on Corporate Governance along with the Auditors' Certificate on its compliance is also annexed forming part of the Annual Report.

AUDITORS

The members are requested to appoint the Auditors for the current year and fix their remuneration. Messrs. Ford, Rhodes, Parks & Co., Chartered Accountants, Mumbai, the existing Auditors of the Company have furnished the Certificate of their eligibility for reappointment under Section 224 (1) of the Companies Act, 1956.

COST AUDITORS

Pursuant to the Companies (Cost Accounting Records) Rules, 2011 read with Order dated 30th June, 2011 of the Government of India, Ministry of Corporate Affairs, Cost Audit Branch, New Delhi, the Company is required to get its cost accounting records, in respect of the financial year commencing from 1st April, 2011 audited by a Cost Auditor. In compliance with the requirement, your Directors have appointed Messrs.Kirit Mehta & Co. as Cost Auditors.

APPRECIATION

Your Directors place on record their appreciation of the continued support, cooperation and assistance from our shareholders, customers, suppliers, employees and employees' union and other business associates including various agencies of the Central and State Governments and Bankers.

On Behalf of the Board of Directors

F. D. Neterwala

Mumbai, 29th May, 2012 Chairman


Mar 31, 2011

To the Members,

The Directors have pleasure in presenting herewith their thirty-eighth annual report with the audited accounts of the company for the year ended March 31, 2011.

OPERATIONS AND FINANCIAL RESULTS

SUMMARY OF FINANCIAL RESULTS

Figures in Rs. lacs Particulars 2010-11 2009-10

Gross Sales 5486.93 6813.61

Less: excise Duty & sales tax 497.53 512.41

Net Sales 4989.40 6301.20

Add: other income 292.33 227.22

Total income 5281.73 6528.42

Profit before Depreciation 1249.10 1338.22

Less: Depreciation 129.96 143.82

Profit Before Tax 1119.14 1194.40

prior Year Adjustment (Note No. 5) 44.25 Nil

Less: provision for income tax 377.50 414.00

Less: income tax adjustment for previous years (3.96) 3.65

Less: Deferred tax adjustment for the previous year (4.78) 1.08

Profit After Tax 794.63 775.67

Balance brought forward 1938.42 1420.52

Profit Available for Appropriation 2733.05 2196.19

proposed Dividend on equity shares 55.30 49.38

Dividend tax on the above 8.78 8.39

Transferred to General reserve 100.00 200.00

Surplus Carried to Balance Sheet 2568.97 1938.42

DIVIDEND

your Directors are pleased to recommend a dividend of Rs. 2.80/- per equity share of face value of Rs. 10 each (i.e. 28%) for the year ended March 31, 2011. the total outgo towards dividend on equity shares amounts to Rs. 64.08 lakhs including dividend tax.

OPERATIONS

Continued recessionary trend in the Company’s major market segment and significantly in the export segment have resulted in reduction in turnover by 21% as compared to the previous year. Despite this, the profit after tax for the year under review is Rs. 7.95 crs. as against Rs.7.76 crs, of the previous year due to adroit cost management on various fronts. By focused measures the material cost was brought down significantly without in any way compromising on the quality of the company’s products.

PROSPECTS

with visible signs of recovery in the company’s targeted export market and strategies drawn out for improved domestic products portfolio, the current year sales and profit are expected to be better then those of the year under report.

The requisite approvals from Karnataka industrial Development Board are expected to be in hand soon, and the construction work for the new manufacturing plant at Dharwad, Karnataka is planned to be started in the current year.

QUALITY MANAGEMENT

The company stands committed to maintain high standards of quality and service by involving its employees, vendors, contractors and by interaction with the customers.

BEST SUPPLIER AWARD

we are pleased to inform that as a recognition of the company’s overall performance, based on the rating of the suppliers of the Delivery, Quality and other parameters such as responsiveness and Flexibility, Alfa Laval, one of our major customer, selected our company as the Supplier for the year 2010’ from their indian supplier base catering to their Indian as well as global operations. the award was presented to the company on 8th March, 2011.

DISINVESTMENTS

considering all aspects of the current business environment, it was felt that it was in the best interest of the company to accept Manoir industries (France) offer to purchase our share of the equity of Manoir Petro India limited.

ENVIRONMENT, HEALTH AND SAFETY

The company is committed to the highest level of concern in providing safe and healthy environment for all its stake holders, employees, customers, vendors, business associates and neighbourhood.

HUMAN RESOURCE MANAGEMENT

Training and skill development are key H. R. initiatives. The relations between the employees and the management continue to remain cordial.

DIRECTORS

Mr.E.B. Desai passed away on 24th December, 2010. in condoling his death, the Board has placed on record its deep appreciation of his outstanding contribution and strong legal support. Mr. M. p. Bharucha, solicitor and head of legal firm of Bharucha and partners, was appointed as a Director on the Board, in the vacancy caused, in terms of the provisions of section 262 of the companies act, 1956.

In terms of the relevant provisions of the companies act, 1956 and Articles of Association of the company, Mr.D. M. Neterwala, Mr. F. D. Neterwala and Mr. K. M. Elavia retire by rotation and being eligible, offer themselves for reappointment.

Mr. M. K. Fondekar’s term of appointment as the Wholetime Director, designated as executive Director of the company, made with the approval of the Members at the annual General Meeting of the company held on 17th august, 2009 comes to an end on 30th June, 2011. in recognition of his outstanding contribution and leadership your Directors have reappointed Mr. M. K. Fondekar as the wholetime Director designated as executive Director of the company for a term of 2 years with effect from 1st July, 2011, on revised terms. his reappointment and terms thereof are subject to approval of the members of the company at the ensuing annual General Meeting.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to section 217(2aa) of the companies act, 1956 the Directors, based on the representations received from the operating Management, confirm that:

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

(ii) in consultation with the statutory auditors, appropriate accounting policies have been followed and applied consistently and judgments 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 March 31, 2011 and of the profit for year ended on that date;

(iii) to the best of their knowledge and ability, proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the applicable provisions of the companies act,1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities, if any;

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

INFORMATION PURSUANT TO SECTION 217 OF THE COMPANIES ACT, 1956.

The information required under section 217 (1)(e) of the companies act, 1956 read with the companies (Disclosure of particulars in the report of the Board of Directors) rules, 1988 as amended by the companies (particulars of employees) amended rules, 2011 is not furnished as there is no employee drawing remuneration exceeding the prescribed limit.

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

The particulars as required to be disclosed pursuant to 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 are given in annexure – i and form a part of this report.

CORPORATE GOVERNANCE

In terms of the listing agreement, Management Discussion and analysis report is annexed and forms part of the annual report. a report on corporate Governance along with the auditors’ certificate on its compliance is also annexed forming part of the annual report.

AUDITORS

the Members are requested to appoint auditors for the current year and fix their remuneration. Messrs. Ford, rhodes, parks & co., chartered accountants, Mumbai, the existing auditors of the company have under section 224 (1) of the companies act, 1956 furnished certificate of their eligibility for reappointment.

APPRECIATION

your Directors place on record their appreciation of the continued support, cooperation and assistance from our customers, suppliers, shareholders, employees and employees’ union and other business associates including various agencies of the central and state Governments and Bankers.

On Behalf of the Board of Directors F. D. Neterwala Chairman

Mumbai, June 28, 2011


Mar 31, 2010

The Directors have pleasure in presenting herewith their Thirty-Seventh Annual Report together with the audited accounts of the Company for the year ended March 31, 2010.

OPERATIONS AND FINANCIAL RESULTS

SUMMARY OF FINANCIAL RESULTS

Figures in Rs. Lacs

Particulars 2009-10 2008-09

Gross Sales 6813.61 6830.76

Less: Excise Duty & Sales Tax 512.41 556.09

Net Sales 6301.20 6274.67

Add: Other income 227.22 214.13

Total income 6528.42 6488.80

Profit before Depreciation 1338.22 1319.67

Less: Depreciation 143.82 125.06

Profit Before Tax 1194.40 1194.61

Add: Exceptional Item - Transfer of commercial rights - 283.82

Less: Provision for Income Tax 414.00 478.00

Less: Income Tax adjustment for prior years 3.65 1.21

Less: Fringe Benefit Tax - 4.50

Less: Deferred Tax adjustment for the year - Debit / (Credit) 1.08 5.14

Profit After Tax 775.67 989.58

Balance brought forward 1420.52 575.63

Profit Available for Appropriation 2196.19 1565.21

Dividend on Preference Shares - 3.64

Proposed Dividend on Equity Shares 49.38 34.56

Dividend Tax on the above 8.39 6.49

Transferred to General Reserve 200.00 100.00

Surplus Carried to Balance Sheet 1938.42 1420.52

DIVIDEND

Your Directors are pleased to recommend a dividend of Rs. 2.50/- per Equity share (i.e. 25 %) on Equity shares of Rs.10/- each for the year ended March 31, 2010. The total outgo towards dividend on equity shares amounts to Rs. 57.77 lakhs including dividend tax.

INVESTMENTS

During the year the Company made an investment in 3,00,000 equity shares (Previous year 6,66,700 equity shares ) of face value of Rs. 10/- each aggregating to Rs.30,00,000 ( Previous year Rs.66,67,000) in Manoir Petro India Ltd. under JV Agreement with Manoir Industries, France, to undertake marketing and manufacturing of reformer tubes and products defined in the JV Agreement.

PROSPECTS

Total orders on hand as of March 31, 2010 were to the tune of Rs. 11.31 Crores comprising of about Rs. 8.49 Crores for domestic market and about Rs. 2.82 Crores for export market. The trend indicates that barring unforeseen circumstances, the gross sales during the year 2010-11 is expected to be better than the year under report.

With the growth projections expected and based on our business strategies, the existing capabilities are being augmented and a brand new factory is being planned at Dharwad.

QUALITY MANAGEMENT

The Company is committed to supply products and services conforming to customer requirements by involving employees, vendors, sub-contractors and customers to achieve its vision of being a cost-efficient global supplier of quality products.

HUMAN RESOURCE MANAGEMENT

The management and the employees have continued to maintain harmonious and cordial relationship during the year. As part of the organizational development objective, the Company has implemented various HR initiatives to improve competency and versatility of human capital.

ENVIRONMENT, HEALTH AND SAFETY

The Company is committed to the highest level of concern for Environment, Health & Safety (EHS) of our employees, customers, business associates and neighboring occupants and to continual improvement of EHS performance by prevention of pollution, compliance with applicable rules and regulations, ensuring safe working conditions with active involvement of all concerned.

INFORMATION TECHNOLOGY

The Company continues to invest in IT infrastructure to facilitate accurate, reliable and on-line information for effective and efficient management of resources to achieve its above business objectives.

DIRECTORS

In terms of the relevant provisions of the Companies Act, 1956 and Articles of Association of the Company, Mr. E. B. Desai, Mr. H. R. Prasad and Mr. R. B. Mehta retire by rotation and being eligible, offer themselves for reappointment.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956 the Directors, based on the representations received from the Operating Management, confirm that:

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

(ii) in consultation with the Statutory Auditors, appropriate accounting policies have been followed and applied consistently and judgments 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 March 31, 2010 and of the profit for the year ended on that date;

(iii) to the best of their knowledge and ability, proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the applicable provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities, if any;

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

INFORMATION PURSUANT TO SECTION 217 OF THE COMPANIES ACT, 1956.

The information required under section 217(1 )(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is given in Annexure-I and forms part of this Report.

In accordance with the provisions of Section 217(2A) read with the Companies (Particulars of employees) Rules, 1975, the names and other particulars of the employees are to be set out in the Directors Report, as an addendum thereto. However, as per the provisions of section 219(1)(b)(iv) of the Companies Act, 1956, the Report and accounts as therein set out, are being sent to all members of the Company excluding the aforesaid information about the employees. Any member, who is interested in obtaining such particulars about employees, may write to the Company Secretary at the Registered Office of the Company.

AUDITORS

The members are requested to appoint Auditors for the current year and fix their remuneration. Messrs. Ford, Rhodes, Parks & Co., Chartered Accountants, Mumbai, the existing Auditors of the Company have under Section 224 (1) of the Companies Act, 1956 furnished certificate of their eligibility for reappointment.

CORPORATE GOVERNANCE

In terms of the Listing Agreement, Management Discussion and Analysis Report is annexed and forms part of the Annual Report. A report on Corporate Governance along with the Auditors Certificate on its compliance is also annexed forming part of the Annual Report.

APPRECIATION

Your Directors would like to place on record their appreciation of the consistent support, cooperation and assistance from our customers, suppliers, shareholders, employees and other business associates including various agencies of the Central and State Governments and Bankers for their continued understanding, assistance and support.

On Behalf of the Board of Directors F. D. Neterwala

Mumbai, May 28, 2010 Chairman

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