Directors Report of Value Industries Ltd.

Mar 31, 2016

Dear Shareholders,

Your Directors take pleasure in presenting the Twenty - Eighth Annual Report together with the Audited Financial Statements and Auditors’ Report for the financial period ended on 31st March, 2016.

PERFORMANCE REVIEW

The performance of the Company, for the financial period ended on 31st March, 2016, is summarized below:

Rs, in Millions)

Particulars	15 months ended 31st March, 2016	Year ended 31st December, 2014
Net Revenue from Operations Other Income Total Income Profit Before Finance Costs, Depreciation and Tax Finance Costs Depreciation and Amortization Profit /(Loss) Before Tax Profit /(Loss) for the Period/Year	19,091.97 95.33 19,187.30 1,799.08 1,199.06 990.58 (390.56) (333.86)	15,132.11 18.04 15,150.15 1,193.69 957.37 779.64 (543.32) (437.88)

The current financial period is for 15 months commencing from 1st January, 2015 to 31st March, 2016 and the previous financial year was of 12 months commencing from 1st January, 2014 to 31st December, 2014, hence the figures are not comparable.

There was no change in the nature of business of the Company during the period under review.

DIVIDEND

In view of the loss incurred by the Company, the Board of Directors do not recommend any dividend for the financial period ended 31st March, 2016.

TRANSFER TO RESERVES

The Company do not propose to transfer any amount to any reserve.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

During the period the Company has transferred a sum of '' 1.22 Million in respect of unpaid /unclaimed dividend for the Financial Year 2007-08 to the Investor Education and Protection Fund.

FIXED DEPOSITS

Your Company has not accepted any Fixed Deposit within the meaning of Chapter V of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014 and as such, no amount of principal or interest was outstanding as on the Balance Sheet date.

MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY, OCCURRING AFTER THE BALANCE SHEET DATE AND AS AT THE DATE OF SIGNING THIS REPORT

No material changes and commitments affecting the financial position of the Company occurred after the Balance Sheet date and as at the date of signing this report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Particulars of loans, guarantees given and investments made during the period as required are provided in Notes 14 and 34A of the Financial Statements.

"PARTICULARS OF CONTRACTS OR ARRANGEMENTS (SECTION 188(1))

All the related party transactions are entered at arm’s length basis, in the ordinary course of business and are in compliance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

There are no materially significant related party transactions made by the Company with Promoters, Directors or Key Managerial Personnel etc. which may have potential conflict with the interest of the Company at large or which warrants the approval of the shareholders. Accordingly, no transactions are being reported in Form AOC-2 in terms of Section 134 of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014. However, the details of the transactions with Related Party are provided in the Company’s financial statements in accordance with the Accounting Standards.

The Policy on Related Party Transactions as approved by the Board is uploaded on the Company’s we blink at http://www.valueind.in/image/value/Value%20 Related%20Party%20Transaction%20Policy.pdf.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any subsidiary, joint venture or associate.

COMPANY’S POLICY ON DIRECTOR’S APPOINTMENT AND REMUNERATION _(SECTION 178)_

The Company has in place the Nomination and Remuneration Committee. The Company has further formulated the Nomination and Remuneration Policy on directors’ appointment and remuneration including the criteria for determining qualifications, positive attributes and independence of director. The other details form part of the Corporate Governance Report.

EMPLOYEES REMUNERATION

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, further in terms of the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016, the Boards’ Report shall include a statement showing the names of top ten employees in terms of the remuneration drawn and the names of every employee of the Company who draws remuneration as per the limits prescribed under the said Amendment Rules. A statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said Rules are provided in the Annexure 1. A statement pursuant to Section 197(12) of the Companies Act, 2013 and Rules made there under is provided in Annexure 2 and forms part of the Directors’ Report.

CONSERVATION OF ENERGY

In today’s tough economic climate, all organizations are pushing harder to save cost. At the same time, many are under strain to comply with the latest environmental legislation and wish to reduce their carbon footprint. Every organization tries to reduce its overheads by emphasizing on the energy conservation perspective.

Sustainable development is an integral part what Company does. Our Company’s commitment to sustainable development is reflected in its ambitious targets to reduce consumption footprints in energy, water and waste. Our Company has shifted energy management parameters from the ‘can do’ alternative to the ‘must do’. It strives to conserve energy on a perpetual basis in order to meet the future demands.

The Company has taken various steps for the conservation of energy. Your Company strives to preserve and uphold the natural resources and reduce the environmental impact of its product and services. Reduction in power consumption in products, manufacturing process and operations has always been a major area of thrust for the Company. Focusing on green technology and following the principles of sustainable development has been on the forefront of your Company. The Company has properly implemented the functioning of the five R’s, viz; Reduce, Recycle, Renew, Reuse and Respect. Your Company aims to engage with government and non-government agencies to promote conservation of energy.

The Company has in place an in-house team comprising of experts to regularly keep a check on the energy conservation at the work place.

Some of the specific measures undertaken by the Company are:

- Replacement of high consumption bulbs with lesser consumption tube lights and CFL (Compact Fluorescent Lamps).

- Modifications in air line distribution network of compressed air for the optimization of running hours of compressors.

- Use of smooth well-rounded air inlet for fan air intakes and avoid poor flow distribution at the fan inlets.

- Maintenance of electrical power factor to at least 0.95 underrated load conditions.

- Planting trees to just shade the air conditioning units but not to block the airflow. A unit operating in the shade uses as much as 10% less electricity than the same one operating in the sun.

- Minimizing day lighting arrangements and maximizing the use of solar energy.

- Use of motion sensor switches for auto switch ON/OFF of toilet lights & exhaust fans.

- Introduced natural sources of light by providing transparent sheets, and ventilators in roofs for good air circulation.

- Ensured optimum utilization in resources.

- Reduction in energy cost by printing only when necessary. This in turn has reduced the wastage of paper to great extent thereby cutting the energy required to run printer and increasing the life of the printer.

The adoption of the above energy conservation measures have helped to curtail the proportionate increase in total energy usage consequent to overall increase in production. This has made it possible to maintain cost of production at optimum levels.

The Company was conferred with the prestigious National Energy Conservation Award for 2015 by the Bureau of Energy Efficiency (BEE), for the First Prize in the Manufacturers of BEE Star Labeled Appliances (Refrigerator) Sector.

RESEARCH & DEVELOPMENT; TECHNOLOGY ABSORPTION AND FOREIGN _EXCHANGE EARNINGS AND OUTGO_

Improving the product lines, experiencing growth through these improvements and through the development of new goods and services has enabled the Company to grow in businesses and markets. Coupled with the growth in the business and markets, the Company also focuses on co-creating the innovation so as to open up new business opportunities.

Research and Development (R&D) are integral to your Company’s innovation agenda for achieving growth, business profitability, sustainability and rural transformation. Your Company focuses on the ways and strategies to innovate new products and blend in the latest technology.

R & D could result in developments such as:

- Increase in profitability;

- Improved sales;

- Easy access to new supply chains;

- Maintenance of quality;

- Cost reduction; and

- Updated and sophisticated technology.

Various benefits derived from R & D activities are:

- Latest technology which resulted in providing economies of scale;

- Cost reduction and profit maximization;

- Higher customer satisfaction; and

- New/ Improved Products.

Future plan of action:

The Company shall focus on environment friendly products, introduce and adopt the principle of “Green Technology”. Innovation and modernization of sophisticated technology will help the Company in setting itself apart from its counterparts. The Company shall garner its strength towards minimizing cost and maximizing profit thereby emerging as a market leader in the domestic market.

During the period under review, the Company has incurred '' 11.21 Million representing 0.06% of the turnover towards recurring R&D expenses.

FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars of Foreign Exchange Earnings and Outgo during the financial period ended on 31st March, 2016 are set out hereunder:

Rs, in Millions)

Particulars	15 Months ended	Year ended 31st
	31st March, 2016	December, 2014
Foreign Exchange Earnings	103.75	-
Foreign Exchange Outgo	2,168.94	865.80

_RISK MANAGEMENT POLICY OF THE COMPANY_

The Company’s approach to risk management is three-fold i.e. market risk, credit risk and liquidity risk. The Company has identified the risk elements and manages, monitors and reports on the risk elements and uncertainties that can hinder in achieving its strategic and financial business objectives. The Company has proper confidentialities and privacy policies to control risk elements. The Company has wherever required, taken insurance policies to protect the property, assets etc.

Risk management and control forms an integral part of the business planning and review cycle. The Company’s Risk Management Policy is designed and formulated in such a manner so as to provide reasonable assurance that objectives are met by complying with all the applicable provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Company has formed a Risk Management Committee. The scope and composition of the Committee forms part of the Corporate Governance Report. The Company has set up a core group of leadership team which includes the members of the Risk Management Committee and the senior management personnel who reviews the Risk Management Policy periodically and discuss and mitigate the identified risks from time to time.

CORPORATE SOCIAL RESPONSIBILITY POLICY

Corporate Social Responsibility (CSR) functions as a self - regulatory mechanism whereby a business monitors and ensures its active compliance with the true spirit of law, ethical standards and national or international norms. CSR, in a nutshell, aims to increase long term profit on the one hand and stakeholder trust on the other hand in order to reduce business and legal risks by taking responsibility for corporate actions. CSR is an ethical framework that suggests that an entity, be it an organization or individual, has an obligation to act to benefit society at large. It is a duty that every individual has to perform so as to maintain a balance between the economy and the ecosystems.

The major thrust area should be to maximize stakeholder’s expectations, bring in sustainable management of resources and to continuously improve the social, environmental and economic aspects.

We don’t just plant - but create a wide socio-environmental impact. Together with locals, we embark upon a journey which starts with planting trees, becomes visible as they grow taller and also touch many hearts as their roots get deeper into the ground. As our program has matured over a period, we now offer various service offerings under the green umbrella. Therefore it doesn’t remain a mere tree plantation campaign but becomes a widespread program bringing lives to the planet in the form of greenery, addressing various social objectives, establishing a cohesive bond among corporate, their employees and customers and also the community around the factory premises and nearby villages.

CSR includes core elements of CSR activities such as ethical functioning, respect for all stakeholders, protection of human rights and care for the environment. We believe that its success is interlinked with the well-being of all sections of the society and equal opportunity be given to all the sections of the society. The most important responsibility is to fulfill the expectations of our stakeholders and to continuously improve our social, environmental and economical performance while ensuring the sustainability and operational success of our Company.

The Company has formed a CSR Committee in terms of the provisions of Section 135 of the Companies Act, 2013 and Rules made there under read along with Schedule VII of the Act. The scope and composition of the Committee forms part of the Corporate Governance Report.

Further, since the average net profit for the three immediately preceding financial years was negative, the Company has not made any CSR expenditure.

_HEALTH, SAFETY AND ENVIRONMENT MEASURES_

Your Company’s Health, Safety and Environment Measures strategies are directed towards achieving the greenest operations by optimizing the use of natural resources and providing a safe and healthy workplace. The Company focuses on ensuring safe and health - oriented working conditions by complying with all the statutory and regulatory requirements related to health/ safety of the workers/ employees. The Company has been taking efforts in building health awareness among its employees.

Safety is an area of paramount importance in our Company. A well defined occupational health and safety management system is in place to ensure the safety of employees, workforce as well as equipment and machinery. Our Company continues to exhibit a robust assurance towards Safety, Health and Environment during the period under review.

Some of the initiatives / measures taken by your Company for building a healthy work culture are:

- Installation of 50 fire extinguishers, 50 Fire Balls and arranging the Fire Security guard in shop floor with small 1 kg Fire Extinguisher to attend immediate small fire in case of emergency.

- Availability of first aid box & fire blanket at security check point for every department.

- Improving overall health and hygiene by reducing the incidence of waterborne diseases.

- Defined the fire points at high hazard area (Zone-0).

- Preparation of emergency plans and the provisions of first-aid training.

- Celebration of Safety promotional activities like - National Safety Week and the Service Week.

- Compliance with the legal requirements of Directorate of Industrial Safety & Health (DISH), Chief Fire Office etc.

- Conducting periodical Health and Safety Meetings to strengthen the safety.

- Availability of well - equipped Occupational Health Center in case of emergency.

- Display of all Emergency Exit and Evacuation Plan in auto glow board at shop floors.

- Development of emergency scenarios in the event of harmful chemical substance spills, fires, explosions and natural disasters.

Preventive health checks and health promotion programs are put in place by the Company so as to ensure that all employees are covered under it. Productivity at work is directly influenced by the health status of the workers.

Environmental Measures:

Minimizing the negative environmental impact and maximizing long - term stakeholder’s value has been of paramount importance for the Company. The Company continues to develop eco - friendly products and strives to address the matters related to conservation of environment through a variety of initiatives.

Your Company has emphasized on the proposition of “Environment Ethics” which basically deals with the moral relations between human beings and their natural environment. More specifically, it refers to the value that a mankind places on protecting, conserving and efficiently using resources that the earth provides.

Your Company is committed to Green Initiative wherein it has established a green management goal for significantly reducing greenhouse gases and launching eco-friendly products.

Your Company adopted the following eco-friendly initiatives for the environment:

- Working to reduce greenhouse gas emissions.

- Submitted yearly environment statement (Form-05) and annual hazardous returns (Form - 04) to Maharashtra Pollution Control Board (MPCB) as per legal requirement.

- Reducing the impact of environmental accidents by introducing employee education programs for fire and chemical safety, operations and personal safety and drills for emergency evacuation.

- Accumulation of roof rain water for water harvesting purpose to avoid scarcity in summer season.

- Celebration of Vanamahotsav (Annual Festival for Tree Plantation) and World Environment Day to increase mass awareness among the employees.

- Implementation of 5 R’s - Reduce, Reuse, Recycle, Renew and Respect for the optimum utilization of natural resources.

- Disposal of solid and hazardous wastes.

Our Company is in compliance with e-waste rules and guidelines and has a tie up on all India basis, with authorized recycler for collection and disposal of e-waste products. The Company has taken the initiative to spread awareness regarding e-waste management and its handling and disposal through print media, social sites, and advertisement campaign by way of putting standee-educating the dealers and the end consumers.

Reduction of Greenhouse Gas Emissions (GHG’s):

In order to encourage and facilitate a low-carbon life style, Company measures the total amount of GHG emissions produced throughout the life cycle of our major products (carbon footprint). The Company makes concerted efforts to reduce GHG emissions produced in all stages of their life cycle, such as making our products lighter, reducing the use of resources, and enhancing energy efficiency. In particular, the Company plans to contribute to the reduction of GHG emissions associated with product use by developing and introducing highly energy-efficient products. In

2015, the Company introduced new products with highly energy-efficient features, contributing to a reduction of GHG emissions associated with product. In order to achieve the reduction target by 2020, Company plans to push forward with a broad range of initiatives for enhancing energy efficiency.

INFORMATION TECHNOLOGY

India’s manufacturing sector has evolved through several phases - from the initial industrialization to liberalization and to the current phase of global competitiveness. Today, Indian manufacturing companies in several sectors are targeting global markets and are becoming formidable global competitors. Many are already amongst the most competitive in their sectors.

Information Technology (IT) covers a broad spectrum of hardware and software solutions that enables organizations to gather, organize and analyze data that helps them achieve their goals. It also details technology - based workflow process that expands the capacity of an organization to deliver services that generate revenue. It has helped in shaping both the business world and society in general. Your Company has been making continuous advancements in IT which has led to the following:

- Increase in production and saving time;

- Improvement in data storage and file management;

- Improvement in financial management by using various accounting software tools;

- Ensuring data integrity and security; and

- Improved database management.

The result of better use of IT has helped in better data management and faster access to the inventory and other details.

IT is the vital and integral part of our Company. We have evolved our IT strategy and roadmap in line with our business strategy. Usage of IT is revolutionizing the rules of businesses resulting in structural transformation across enterprises.

We are continuously upgrading our infrastructure by replacing obsolete desktops/ laptops/ servers etc. and also upgrading the connectivity backbone across enterprise. The robust infrastructure is the essential component of an enterprise and our management has given due focus towards this. The digital revolution has entered into a new age that presents unprecedented challenges as well as tremendous business opportunities. We are continuously exploring new ways to deal with digital disruption and preparing a digital transformation strategy for our enterprise.

Also we have built excellent relationship with suppliers. We have implemented Supplier Communication Portal for direct communication with our suppliers as per our business need.

DISCLOSURE AS REQUIRED UNDER SECTION 22 OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION _AND REDRESSAL) ACT, 2013_

Your Company is committed towards providing a healthy environment and thus does not tolerate any discrimination and/or harassment in any form. The Company has in place a Internal Complaints Committee to inter-alia:

1) Prevent sexual harassment at the workplace; and

2) Redress the complaints in this regard.

During the period under review, the Company did not receive any complaint.

DETAILS OF DIRECTORS/KEY MANAGERIAL PERSONNEL APPOINTED/ _RESIGNED DURING THE YEAR_

During the period under review, pursuant to the provisions of second proviso to Section 149(1) and Section 161 of the Companies Act, 2013 and the Rules made there under and in terms of the Articles of Association of the Company, Mrs. Gayathri R. Girish was appointed as an Additional Director (Professional, Non-Executive) of the Company w.e.f 31st March, 2015. Subsequently, her appointment was confirmed and she was appointed as Non Executive Director by the Shareholders of the Company at the Annual General Meeting held on 30th June, 2015, liable to retire by rotation.

Further, appointment of Mr. Avinash H. Malpani and Mr. Naveen B. Mandhana as Independent Directors of the Company for a period of five consecutive years from 14th August, 2014 was confirmed by the shareholders of the Company at their Annual General Meeting held on 30th June, 2015.

After the balance sheet date:

1. Pursuant to the provisions of Section 168 of the Companies Act, 2013, Mr. Subhash Dayama resigned from the Board of Directors of the Company w.e.f. 14th May, 2016.

2. Mr. Bhujang Kakade was appointed as an Additional Director (Non-Executive, Independent) on the Board of the Company at the meeting held on 30th May, 2016. In terms of the provisions of the Companies Act, 2013 and Rules made there under, he holds office up to the date of ensuing Annual General Meeting. The Company has received a notice in writing along with the requisite deposit from a member under Section 160 of the Companies Act, 2013, signifying its intention to propose the candidature of Mr. Bhujang Kakade for the office of Directors of the Company. The Board recommends his appointment.

A brief profile of Mr. Bhujang Kakade seeking appointment, nature of expertise in specific functional area, name of other public companies in which he holds directorship, membership/chairmanship of committees of the Board of Directors, particulars of the shareholding and relationship between the directors inter-se as stipulated under Regulation 36(3) of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is appended to the Notice.

Details of Key Managerial Personnel:

The Company has appointed Ms. Anagha Joshi as the Company Secretary of the Company.

DECLARATION GIVEN BY INDEPENDENT DIRECTORS

The Company has received necessary declaration from each Independent Director of the Company under Section 149(7) of the Companies Act, 2013 and the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) stating that they meet the criteria of independence as provided therein.

NUMBER OF MEETINGS OF THE BOARD HELD DURING THE PERIOD

During the financial period under review, the Board met 8 (Eight) times. The details regarding the attendance and the date of Board Meetings are provided in the Corporate Governance Report.

_COMMITTEES OF THE BOARD_

Pursuant to the provisions of the Companies Act, 2013 and provisions of the Listing Regulations, the Company has constituted following Committees:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders’ Relationship Committee

4. Corporate Social Responsibility Committee

5. Risk Management Committee

6. Finance and General Affairs Committee

The composition, scope and powers of the aforementioned Committees together with details of meetings held during the period under review, forms part of Corporate Governance Report.

FORMAL ANNUAL EVALUATION

During the period under review, pursuant to the provisions of the Companies Act, 2013 and Listing Regulations, the Nomination and Remuneration Committee adopted a formal mechanism for evaluating the performance of the Board of Directors as well as that of its Committees and individual Directors, including Chairman of the Board, Key Management Personnel/Senior Management etc. The exercise was carried out through a evaluation process covering aspects such as composition of the Board, experience, competencies, governance issues etc.

LISTING

The equity shares of your Company are listed on the BSE Limited (Formerly: The Bombay Stock Exchange Limited) and The National Stock Exchange of India Limited (NSE).

CORPORATE GOVERNANCE

The Company has complied with the corporate governance requirements under the Companies Act, 2013, and as stipulated under the Listing Regulations. A separate section on Corporate Governance under the Listing Regulations, along with a certificate from the auditors confirming the compliance, is annexed and forms part of this Annual Report.

CASH FLOW STATEMENT

The Cash Flow Statement for the period ended 31st March, 2016, in conformity with the provisions of Companies Act, 2013 and Listing Regulations with the Stock Exchanges in India, is annexed hereto.

AUDITORS AND THEIR REPORTS 1. STATUTORY AUDITORS AND AUDIT REPORT:

The Members of the Company at the 27th Annual General Meeting held on 30th June, 2015 have ratified the appointment of M/s. Khandelwal Jain & Co., Chartered Accountants, (Firm Registration No. 105049W), Mumbai, and M/s. Kadam & Co., Chartered Accountants, (Firm Registration No. 104524W), Ahmednagar for a term of 3 years i.e. from the conclusion of 27th Annual General Meeting until the conclusion of 29th Annual General Meeting of the Company.

Pursuant to Rule 3(7) of the Companies (Audit and Auditors) Rules, 2014, the aforesaid appointment needs to be ratified by the members at the ensuing Annual General Meeting. Accordingly, the re-appointment of M/s. Khandelwal Jain & Co., Chartered Accountants, (Firm Registration No. 105049W), Mumbai, and M/s. Kadam & Co., Chartered Accountants, (Firm Registration No. 104524W), Ahmednagar, as the Statutory Auditors of the Company to hold office from the conclusion of this Annual General Meeting until the conclusion of 29th Annual General Meeting is recommended for ratification by the members.

A certificate from M/s. Khandelwal Jain & Co., Chartered Accountants, (Firm Registration No. 105049W), Mumbai, and M/s. Kadam & Co., Chartered Accountants, (Firm Registration No. 104524W), Ahmednagar that their re-appointment is within the prescribed limits under Section 141 of the Companies Act, 2013 has been obtained by the Company.

The Board recommends the ratification of re- appointment of the said Auditors at the ensuing Annual General Meeting.

_AUDIT REPORT:_

The Auditors’ Report is unqualified. The observations made in the Auditors’ Report, read together with the relevant notes thereon, are self explanatory and therefore, do not call for any further clarification.

2. COST AUDITOR AND COST AUDIT REPORT:

In accordance with the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Audit & Auditors) Rules, 2014 and amendments made thereto; from time to time, the Board of Directors of the Company have accorded its approval for appointment of Mr. Jayant B. Galande, Cost Accountant in Whole-Time Practice, Aurangabad (Membership No. 5255) as the Cost Auditor of the Company, to conduct audit of Cost Accounting Records maintained by the Company for the financial year commencing on 1st April, 2016 and ending on 31st March, 2017 in respect of products covered under ‘Other Machinery’.

In compliance with the provisions, the remuneration payable to the Cost Auditor has to be ratified by the members of the Company. Accordingly, consent of the Members is sought by way of an Ordinary Resolution for ratification of the remuneration amounting to '' 75,000/- (Rupees Seventy Five Thousand Only) excluding applicable service tax and out of pocket expenses payable to the Cost Auditor for the financial year commencing on 1st April, 2016 and ending on 31st March, 2017.

In compliance with the provisions of the Companies (Cost Audit Report) Rules, 2011 and General Circulars thereof, we hereby submit that the Company has filed the Cost Audit Report for the financial year commencing from 1st January, 2014 and ended on 31st December, 2014 on 22nd June, 2015 (due date 29th June, 2015).

3. SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT:

The Board had appointed Mr. Soumitra B. Mujumdar, Company Secretary in Whole-time Practice (CP. No. 12363), to carry out Secretarial Audit under the provisions of Section 204 of the Companies Act, 2013 for the financial period ended on 31st March, 2016. The report of the Secretarial Auditor is annexed to this report as Annexure 3.

In connection, with the auditor’s observation in the report, it is clarified that:

i. The Company is in process of identifying the suitable candidate for the post of Key Managerial Personnel.

ii. The notice of Board Meeting held on 12th February, 2016, was not published within the stipulated time frame due to inadvertence and communication gap between the Company and printing agency. As regards delay in publication of financial results for the Board Meeting held on 28th February, 2015 (Saturday) and 14th August, 2015 (Friday), it is submitted that these meetings were concluded late in the evening and hence the printing agency were not available to undertake the process of artwork and subsequent release on the same evening/ night. As the succeeding days were Sunday and/or National Holiday (15th August 2015) it wasn’t possible for either the printing agency or publication house or the Company to publish within 48 hours from the time of conclusion of meeting. Hence, the said delay is purely on the grounds of procedural delay.

iii. The Company is in process of filing the Return of Foreign Assets and Liabilities.

iv. Delay in filing of Annual Return in Form MGT-7 for the year ended 31st December, 2014 was due to technical difficulties in filing. The Company has filed said form.

DETAILS OF FRAUDS REPORTED BY AUDITORS (OTHER THAN

_REPORTABLE TO CENTRAL GOVERNMENT)_

No fraud/misconduct detected at the time of statutory audit by Auditors of the

Company for the financial period ended on 31st March, 2016.

_ADEQUACY OF INTERNAL FINANCIAL CONTROLS_

The Company has in place adequate internal financial controls with reference to financial statements. During the period, such controls were tested and no reportable material weakness in the design or operation were observed.

EXTRACT OF ANNUAL RETURN

The extract of Annual Return pursuant to the provisions of Section 92 of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is annexed herewith as Annexure 4.

ORDERS PASSED BY REGULATORS/COURTS/ TRIBUNALS

No material orders were passed by Regulators/ Courts / Tribunals during the period impacting the going concern status and Company’s operations in future.

DIRECTOR RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submit its responsibility Statement:

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial period and of the loss of the Company for that period;

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

(d) the directors had prepared the annual accounts on a going concern basis;

(e) the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively, and

(f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

ACKNOWLEDGEMENT

The Board of Directors would like to thank the Customers, Vendors, Investors, Financial Institutions, Bankers, Business Partners and Government Authorities for their continued support. The Board of Directors also appreciates the contribution made by the employees at all levels for their hard work, dedication, co-operation and support for the growth of the Company.

The Board of Directors would also like to thank all stakeholders for the continued confidence and trust placed by them with the Company.

For and on behalf of the Board of Directors of

VALUE INDUSTRIES LIMITED

NAVEEN MANDHANA BHUJANG KAKADE

DIRECTOR DIRECTOR

DIN: 01222013 DIN: 06383819

Place: Mumbai

Date: 13th August, 2016

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Dec 31, 2014

Dear Shareholders,

The Directors are pleased to present the Twenty-Seventh Annual Report of the Company together with the Audited Accounts and Auditors'' Report for the financial year ended 31st December, 2014.

FINANCIAL RESULTS AND OPERATIONS

The performance of the Company for the financial year ended 31st December, 2014, is summarized hereunder:

(Rs. in Million) Year ended Year ended Particulars 31st December, 31st December, 2014 2013

Net Sales 15,132.11 14,261.88

Other Income 5.28 29.60

Total Income 15,137.39 14,291.48

Profit before Finance Costs, Tax and 1,180.93 1,012.50

Depreciation

Finance Costs 944.61 1,017.22

Depreciation and Amortisation 779.64 847.08

Profit/(Loss) before Tax (543.32) (851.80)

Profit/(Loss) for the year (437.88) (727.77)

During the year under review, the turmoil on the weather and political front coupled with negative consumer sentiments had resulted in the decline in the demand and prices for consumer durable goods. The consumer remained cautious and was inclined towards essential commodities only while keeping the high-end appliances/electronics shopping on hold. Further, the new norms of Bureau of Energy Effi ciency have led to the increase in cost of air conditioners and refrigerators. However, with the new government coming in, the consumer sentiments are expected to turn positive resulting in better growth in the Consumer Electronics & Home Appliances Industry.

The net sales of the Company have increased toRs. 15,132.11 Million for the financial year ended 31st December, 2014 from Rs. 14,261.88 Million for the financial year ended 31st December, 2013. The fi nance costs of the Company has reduced to Rs. 944.61 Million for the financial year ended 31st December, 2014 fromRs. 1,017.22 Million for the financial year ended 31st December, 2013. The Company has incurred a net loss of Rs. 437.88 Million for the financial year ended 31st December, 2014 as compared to the net loss of Rs. 727.77 Million for the financial year ended 31st December, 2013.

DIVIDEND

n view of the loss incurred during the year under review, the Board of Directors do not recommend any dividend for the financial year ended 31st December, 2014.

TRANSFER TO RESERVES

n view of the loss incurred during the year under review, your Directors propose not to transfer any amount to the General Reserve.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

The Company has transferred a sum of Rs. 0.98 Million in respect of unclaimed/ unpaid dividend for the financial year 2006-07 to the Investor Education and Protection Fund (IEPF). Dividend for the fi nancial year ended 2007-08 and thereafter, which remain unclaimed for a period of seven years will be transferred to the IEPF. Members who have not encashed dividend warrant(s)/instrument(s) for the said years are requested to obtain duplicate warrant(s)/demand drafts by writing to the Company''s Registrar and Transfer Agent.

FIXED DEPOSITS

The Company has not accepted/renewed any deposit within the meaning of Section 58A of the Companies Act, 1956 and as such, no amount of principal/ interest was outstanding as on the Balance Sheet date.

PARTICULARS OF EMPLOYEES

The Company does not have any employee whose particulars are required to be furnished under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975.

FOREIGN EXCHANGE EARNINGS AND OUTGO

During the year under review, the foreign exchange outgo amounted to Rs. 865.80 Million as against Rs. 928.20 Million during the year ended 31st December, 2013. There were no foreign exchange earnings during the year under review and previous year ended on 31st December, 2013.

CONSERVATION OF ENERGY

The Company has shifted its parameters from the ''can do'' alternative to the ''must do''. Conservation of energy has been an area of focus of your Company with emphasis has always been on reduction in power consumption in products, manufacturing process and operations.

Your Company is focused on developing green technology and products based on the main principles of minimizing environmental impact across the entire product life cycle, from procurement, manufacturing, distribution, usage to disposal. Your Company is launching products that embody the environmental values of reducing energy consumption, resources and hazardous substances, protecting water resources and leveraging green wherever possible. The Company has always been conscious of the need for sustainable development and conservation of energy and has been sensitive in making progress towards this initiative.

The Company has formed an in-house team comprising of experts to regularly keep a check on the energy conservation at the work place.

Some of the specifi c measures undertaken by the Company are:

- Replacement of all high consumption luminaries to LEDs and CFLs lights.

- Daily monitoring of energy consumption of production line as per Kwh/Product Target and analysis of the same on weekly basis .

- Improved capacity of equipments by reducing tact time.

- All major equipments and Air conditioners are under auto shut off mode during break and specifi ed intervals.

- Monitoring and maintaining power in distribution network to minimize the losses.

- Created awareness in the employees by giving scheduled training about mportance of the energy conservation and basic technique of conservations.

- Displayed visual information in entire work places to encourage employees to think about energy conservation.

- Adherence to preventive maintenance schedule to ensure all machineries run at rated effi ciency.

- Optimized rating of pumps in pump house.

- Introduced natural sources of light by providing transparent sheets and ventilators on roofs for good circulation of air.

- Replaced old energy ineffi cient AC''s with 5 star energy effi cient AC''s.

- Installed motion sensor switches for auto switch ON/OFF of toilet lights and exhaust fan.

- Replaced DA (Acetylene Gas) by LPG manifold system at brazing station at production shop fl oor resulting in cost saving.

RESEARCH & DEVELOPMENT AND TECHNOLOGY ABSORPTION

The Consumer and Electronics Industry is a key player in the economy and is one of the most globalised industries in the world. It is a strategic enabler and a driving force for all the services. Research & Development (R&D) is an integral part of any industry and is supporting the entire value chain of R&D activities in the country ranging from the basic components to sophisticated product development.

The Company fi rmly believes that a well planned R&D acts as a catalyst to foster innovation and enhance the interface in both, conventional and emerging technological arenas. Accordingly, the Company has formed an in-house R&D team comprising of skilled experts in varied fi elds to keep pace with the rapid technological changes in the industry.

The process captures customers need, the business potential and integrates it with the product development programme. Your Company focuses on creating new exponential value, with the ultimate aim of reinventing the way people live their lives.

The manufacturing facilities are continuously modernized to convert the ideas envisaged by the R&D into most effi cient, environment friendly and state-of-the art processes to deliver the best products which stand to the test of time. The quality assurance ensures that manufacturing processes doesn''t deviate from the specifi ed path, adhere and confi rm to the stringent national and international standards for safety and at the same time products which are eco-friendly and have delightful aesthetic feel.

The R&D activities involve:

- Development of high end products to be offered in Indian Market.

- Development of new design in products.

- Development of new range of products.

- Meeting the changing needs of the consumers.

- Improvement in operational process. Benefits derived from R&D activities:

- Introduction of refrigerators with smart features such as Cool Booster, Ice Zone, Steel Bottle Rack, Twin Drawer Base etc.

- Introduction of Powertrain Control Module (PCM) and Vehicle Control Module (VCM) door fi nish with stylish look.

- Developed washing machines with vibrant colours and aesthetically superior looks.

- Introduced washing machines with multiple wash selection options as well as less water consumption.

- Introduction of air conditioners with powerful cooling even at high temperatures.

During the year under review, the recurring expenses on R&D amounted to Rs. 10.14 Million representing 0.07% of the turnover.

Future plan of action in R&D and Technology Absorption :

As the management continues to expand its investment in core technologies and cutting edge growth businesses, your Company ensures that its technology continues to grow stronger with every passing year. The Company plans to design and develop technologies that give higher degree of reliability and wishes to extend the technology in other related areas. The Company shall focus on environment friendly products and shall also focus on innovation and modernization with optimum utilization of capital and maintain the position in the market.

HEALTH, SAFETY AND ENVIRONMENT MEASURES

Health and well being is a state of complete physical, mental and social well being - and not merely the absence of disease or infi r mity. Ensuring safe and health-oriented working conditions is integrated into the organization. The Company is committed to complying with all statutory and regulatory requirements related to health and safety of the workers/employees. The Company has been taking efforts in building health awareness among employees.

The Company has been giving a lot of attention to improving greenery all around its manufacturing plant. Energy conservation initiatives, safety initiatives and quality initiatives are being taken on a regular basis to ensure sustainability. The Company has a well equipped health centre that delivers qualitative preventive health services not only to its employees but also to their families and to the society at large. First-Aid preparedness in the factory is ensured at all times. Medical surveillance that includes pre-employment, periodic medical examinations and occupational rehabilitation is ensured so that employee health and well being is maintained.

The Company ensures that all employees are covered under preventive health checks and health promotion programs. Technical equipments and various installations in buildings and at work stations are kept up-to-date. The Company is taking all reasonable steps to eliminate or reduce the exposure of employees to conditions adversely affecting their safety or health while on the job. The Company encourages off the job and on the job employee safety and health awareness as well. Some of the health and safety initiatives taken by the Company include:

- Basic fi rst aid course and demonstration of fi re extinguishers courses conducted for the employees and security guards during the year.

- Conducting health checkup session periodically.

- Periodic Training conducted for security guard regarding fi re prevention & control.

- Regular training programs for the workers, on the job & off the job.

- Installation of new machineries to mitigate the risk of injury to humans.

- Display of cautionary signs at high hazardous area to warn workers about mminent hazard dealt at site.

- Procurement of safety equipments in campus such as LPG gas detector, Road Convex mirror, Fire blanket, Fire Bucket, First aid box & B.A. (Breathing Apparatus) set.

- Implementations of work permit system with availability of security guard for close monitoring.

- Conducting regular safety audit & mock drill as per calendar in the campus.

- Incident/Accidents investigation, reporting with root cause, corrective and preventive actions, in case of any incident/accident.

- Provision of fi re extinguisher point at high hazardous area.

- Carry out HPT (Hydraulic Pressure Testing) of pressurized extinguisher as per Maharashtra fi re prevention & life safety measures act.

- Display of MSDS (Material Safety Data Sheet) at chemical storage area.

- Display of UN classifi cation boards at Zone - 0 area (Highly fl ammable area).

- Celebration of Safety promotional activities like - National safety week & fi re service week.

- Replacement of old furnace oil and installed LPG manifold system to avoid air pollution.

Environmental Initiatives:

The Company is committed to comply with all applicable environmental laws, rules and regulations. The Company is promoting environmental concern and education among its employees and within the communities in which it operates. The Company has developed an environmental, health and safety program, which includes the following elements:

- Installation of Sewage Treatment Plant and utilization of treated water for gardening.

- Accumulation of roof rain water for water harvesting purpose to avoid the scarcity in summer season.

- Plantation of trees on different events.

- Maintenance of Effl uent Treatment Plant and Sewage Treatment Plant outlet water parameter within limit as per CPCB (Central Pollution Control Board).

INFORMATION TECHNOLOGY

nformation Technology (IT) essentially refers to the digital processing, storage and communication of information of all kinds. The Company has been making continuous investments in Business Process Automation and Information Technology over the years. The IT infrastructure and software systems at the Company are at par with the best-in-class industries. The high focus areas include scalability of infrastructure, data security and business process controls.

The Company''s IT strategy is focused towards improving effi ciency and providing a platform for a decision support system that will provide for a competitive sustainable advantage and at the same time ensure the highest level of data integrity and security.

The usage of innovative and modern IT tools has brought in signifi cant improvement in overall operations and productivity.

CORPORATE SOCIAL RESPONSIBILITY

The Company has formed a Corporate Social Responsibility Committee in terms of the provisions of Section 135 of the Companies Act, 2013 and Rules made thereunder read along with Schedule VII of the Act. The scope and composition of the Committee forms part of Corporate Governance Report.

Corporate Social Responsibility (CSR) includes core elements of CSR activities such as ethical functioning, respect for all stakeholders, protection of human rights and care for the environment. Your Company believes that its success is interlinked with the well-being of all sections of the society and equal opportunity be given to all the sections of the society. The most important responsibility is to fulfi ll the expectations of our stakeholders and to continuously improve our social, environmental, and economical performance while ensuring the sustainability and operational success of our Company.

INDUSTRIAL RELATIONS

Your Company continues to enjoy the support from the workforce. Industrial Relations were cordial during the year under review.

BOARD OF DIRECTORS

During the year under review, Mr. Subhash S. Dayama was appointed as an ndependent Director by the shareholders of the Company at the Annual General Meeting held on 30th June, 2014, for a term of 5 years from 30th June, 2014. Subsequently, in order to further comply with the requirements of the provisions of Section 149 of the Companies Act, 2013 and the provisions of Clause 49 of the Listing Agreement and so as to ensure optimum composition of Independent Directors on various Committees, the Board of Directors thought it fit to appoint Mr. Avinash H. Malpani and Mr. Naveen B. Mandhana also as Independent Director(s) for a period of five years. Accordingly, the Board of Directors of the Company at their meeting held on 14th August, 2014 have made to continue appointment of Mr. Avinash H. Malpani and Mr. Naveen B. Mandhana as Independent Director(s) to hold office upto a term of five consecutive years from 14th August, 2014, not liable to retire by rotation. These Directors have confi rmed that they meet criteria of independence as provided in Sub-Section (6) of Section 149 of the Companies Act, 2013.

After the Balance Sheet date, pursuant to the provisions of Companies Act, 2013, Mrs. Gayathri R. Girish was appointed as an Additional Director with effect from 31st March, 2015. She holds office upto the date of ensuing Annual General Meeting.

The Company has received a notice in writing along with requisite deposit, from a member under Section 160 of the Companies Act, 2013, signifying its intention to propose candidature of each of Mr. Avinash H. Malpani and Mr. Naveen B. Mandhana for confi rmation/appointment to the office of Director of the Company as Independent Director and also its intention to propose candidature of Mrs. Gayathri R. Girish to the office of Director of the Company.

The Board recommends the confi rmation/appointment of Mr. Avinash H. Malpani, Mr. Naveen B. Mandhana and Mrs. Gayathri R. Girish at the ensuing Annual General Meeting.

A brief profi le of the Directors seeking confi rmation/appointment, nature of expertise in specifi c functional area, name of other public companies in which he/she holds directorship and membership/chairmanship of the committees of the Board of Directors and the particulars of the shareholding as stipulated under Clause 49 of the Listing Agreement entered with the Stock Exchanges is appended to the Notice.

AUDITORS

The members of the Company at the 26th Annual General Meeting held on 30th June, 2014 had approved the appointment of M/s. Khandelwal Jain & Co., (Firm Regn No 105049W) Chartered Accountants, Mumbai and M/s. Kadam & Co., (Firm Regn No. 104524W) Chartered Accountants, Ahmednagar, for the term of 3 years i.e. from the conclusion of 26th Annual General Meeting until the conclusion of 29th Annual General Meeting of the Company.

Pursuant to Rule 3(7) of the Companies (Audit and Auditors) Rules, 2014, the aforesaid appointment needs to be ratifi ed by the members at the ensuing Annual General Meeting. Accordingly, the appointment of M/s. Khandelwal Jain & Co., (Firm Regn No 105049W) Chartered Accountants, Mumbai and M/s. Kadam & Co., (Firm Regn No. 104524W) Chartered Accountants, Ahmednagar, as the Statutory Auditors of the Company to hold office from the conclusion of this Annual General Meeting until the conclusion of 29th Annual General Meeting is commended for ratifi cation by the members.

A certifi cate from M/s. Khandelwal Jain & Co., (Firm Regn No 105049W) Chartered Accountants, Mumbai and M/s. Kadam & Co., (Firm Regn No. 104524W) Chartered Accountants, Ahmednagar that their appointment is within the prescribed limits under Section 141 of the Companies Act, 2013 has been obtained by the Company.

The Board recommends the ratifi cation of appointment of the said Auditors at the ensuing Annual General Meeting.

AUDITORS'' REPORT

The Auditors'' Report is unqualifi ed. The notes to the Accounts referred to in the Auditors'' Report are self explanatory and therefore do not call for any further clarifi cation under Section 217(3) of the Companies Act, 1956.

AUDIT COMMITTEE

Pursuant to the provisions of Section 177 of the Companies Act, 2013 and as per the provisions of the Listing Agreement, the Company has constituted an Audit Committee. The composition, scope and powers of Audit Committee together with details of meetings held during the year under review forms part of Corporate Governance Report.

NOMINATION AND REMUNERATION COMMITTEE

During the year under review, in view of the amended Listing Agreement and provisions of the Companies Act, 2013, the nomenclature of the Committee was changed from "Remuneration Committee" to "Nomination and Remuneration Committee" and the scope of Committee was revised to bring in line with the amended Listing Agreement. The composition, scope and powers of the Committee together with details of meetings held during the year under review forms part of Corporate Governance Report.

STAKEHOLDERS'' RELATIONSHIP COMMITTEE

During the year under review, in view of the amended Listing Agreement and provisions of the Companies Act, 2013, the nomenclature of the Committee was changed from "Shareholders''/Investors'' Grievance Committee" to "Stakeholders'' Relationship Committee". The composition, scope and powers of the Committee together with details of meetings held during the year under review forms part of Corporate Governance Report.

COST AUDIT

The Central Government had directed, vide its Order No. 52/26/CAB-2010 dated 6th November, 2010, to conduct a Cost Audit in respect of the specifi ed products viz., Machinery and Mechanical Appliances.

The Board of Directors of the Company have accorded its approval for appointment of Mr. Jayant B. Galande, Cost Accountant in Whole-Time Practice, Aurangabad, (Membership Number 5255) as the Cost Auditor of the Company, to conduct Audit of the Cost Accounting Records maintained by the Company for the financial year commencing on 1st January, 2015 and ending on 31st December, 2015, subject to the approval of Central Government.

In accordance with the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Audit & Auditors) Rules, 2014, the remuneration payable to the Cost Auditor has to be ratifi ed by the Members of the Company. Accordingly, consent of the Members is sought by way of an Ordinary Resolution as set out in Item No 6 of the Notice for ratifi cation of the remuneration amounting to ` 75,000/- (Rupees Seventy Five Thousand Only) plus applicable service tax and out of pocket expenses payable to the Cost Auditors for financial year commencing on 1st January, 2015 and ending on 31st December, 2015.

In compliance with the provisions of The Companies (Cost Audit Report) Rules, 2011 and General Circular No. 15/2011 issued by Government of India Ministry of Corporate Affairs, Cost Audit Branch, we hereby submit that the Company has fi led the Cost Audit Report for the fi nancial year ended 31st December, 2013 on 11th February, 2015. The delay was on account of technical diffi culties. As regards to the fi nancial year ended on 31st December, 2014, the due date for fi ling the Cost Audit Report is 29th June, 2015 and the Company shall fi le the same on or before due date.

SUBSIDIARY COMPANIES

The Company does not have any subsidiary.

CASH FLOW STATEMENT

The Cash Flow Statement for the financial year ended 31st December, 2014, in conformity with the provisions of Clause 32 of the Listing Agreement with the Stock Exchanges in India and as prepared in accordance with the Accounting Standard on Cash Flow Statement (AS-3) issued by the Institute of Chartered Accountants of India, is annexed hereto.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A detailed review of performance and future prospects of the Company is included in the section ''Management Discussion and Analysis Report'' of the Annual Report.

CORPORATE GOVERNANCE REPORT

As per Clause 49 of the Listing Agreement, a separate section on Corporate Governance together with a Compliance Certifi cate from the Statutory Auditors of the Company forms part of this Annual Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

The Audited Accounts for the year under review are in conformity with the requirements of the Companies Act, 1956 and the Accounting Standards. The Financial Statements refl ect fairly the form and substances of transactions carried out; and reasonably present the Company''s financial condition and results of operations. Your Directors confi rm:

a) that in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanations relating to material departures, if any;

b) that the accounting policies selected have been applied consistently; and judgments and estimates are 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 31st December, 2014 and of the loss of the Company for the year ended on that date;

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

d) that the Annual Accounts of the Company have been prepared on ''going concern'' basis.

ACKNOWLEDGEMENT

The Directors wish to convey their appreciation to all the Company''s employees for their enormous personal efforts as well as their collective contribution to the Company''s performance. The Directors would also like to thank the shareholders, customers, dealers, suppliers, bankers and all the other stakeholders for their continued support and for their confi dence in its Management.

For and on behalf of the Board of Directors of VALUE INDUSTRIES LIMITED

S. S. DAYAMA N. B. MANDHANA Director Director DIN: 00217692 DIN: 01222013

Place : Mumbai Date : 14th May, 2015

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Dec 31, 2013

Dear Shareholders,

The Directors take pleasure in presenting the Twenty-Sixth Annual Report of the Company together with the Audited Accounts and Auditors'' Report for the financial year ended 31st December, 2013.

FINANCIAL RESULTS AND OPERATIONS

The performance of the Company for the financial year ended 31st December, 2013, is summarized hereunder:

(Rs. in Million)

Year ended Year ended Particulars 31st Dec, 2013 31st Dec, 2012

Net Sales 14,261.88 11,844.08

Other Income 29.60 52.52

Total Income 14,291.48 11,896.60

Profit before Finance Costs, 1,012.50 1,011.57

Tax and Depreciation

Finance Costs 1,017.22 960.46

Depreciation and Amortisation 847.08 890.98

Profit/(Loss) before Tax (851.80) (839.87)

Profit/(Loss) for the year (727.77) (643.88)

The financial year ending on 31st December, 2013, experienced the global economic turbulence across all sectors. Although the global economy had sluggish growth during the year, the domestic market in India showed a sustained growth. The factors like higher disposable incomes, greater media exposure and increased market penetration in semi-urban and rural areas have helped the Company to increase its manufacturing activities and sales. However, the increase in the finance costs, increase in import duty on raw materials and up-surging inflation gave rise to increased cost of goods adversely affecting the revenues of the Company. The net sales of the Company have increased to Rs. 14,261.88 Million for the financial year ended 31st December, 2013 from Rs. 11,844.08 Million for the financial year ended 31st December, 2012. The finance costs of the Company has increased to Rs. 1,017.22 Million for the financial year ended 31st December, 2013 from Rs. 960.46 Million for the financial year ended 31st December, 2012. The Company has incurred a net loss of Rs. 727.77 Million for the financial year ended 31st December, 2013 as compared to the net loss of Rs. 643.88 Million for the financial year ended 31st December, 2012.

DIVIDEND

In view of the loss incurred by the Company, the Board of Directors do not recommend any dividend for the financial year ended 31st December, 2013.

TRANSFER TO RESERVES

In view of the loss incurred, your Directors propose not to transfer any amount to the General Reserve.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

The Company has transferred a sum of Rs. 0.88 Million in respect of unclaimed/ unpaid dividend for the financial year 2005-06 to the Investor Education and Protection Fund.

FIXED DEPOSITS

During the year under review, the Company has not accepted/renewed any deposit within the meaning of Section 58A of the Companies Act, 1956 and as such, no amount of principal/interest was outstanding as on the Balance Sheet date.

PARTICULARS OF EMPLOYEES

A statement of the particulars of employee required under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended from time to time is annexed and forms part of this Report.

FOREIGN EXCHANGE EARNINGS AND OUTGO

During the year under review, the foreign exchange outgo amounted to Rs. 928.20 Million as against Rs. 787.84 Million during the year ended 31st December, 2012. There were no foreign exchange earnings during the year under review and previous year ended on 31st December, 2012.

CONSERVATION OF ENERGY

Business imperatives like environmental sustenance and resource conservation are providing new opportunities for the Company to leverage and stimulate innovation and spur business growth. Green innovation is about addressing sustainability challenges through innovation, differentiation, driving efficiencies and creating new avenues for growth to become trendsetters.

Your Company believes in sustainable consumption of natural resources and the conservation of energy remains a key focus area all times. Sustainable development is an integral part of what your Company does.

Your Company is striving continuously to conserve energy by adopting innovative measures to reduce wastage and optimize consumption. The Company has formed an in-house team of the expert engineers engaged in the production activity. The team gives main emphasis on studying the possibilities of use of various methods of optimum use of energy without affecting the productivity. The team submits its report to the top management at regular intervals giving its findings on the productivity, periodical comparative figures of consumption of energy, steps taken by the team during the year, its advantages and results, problems faced and the recommendations of the team on the steps to be taken in the reduction of the use of the energy.

Some of the specific measures undertaken are:

- Replacement of pneumatic tools by energy efficient electric tools;

- Replacement of incandescent bulbs with compact fluorescents (CFLs);

- Use of hi-tech energy monitoring appliances and conservation systems to monitor usage, minimize wastage and increase overall efficiency at every stage of power consumption;

- Increasing capacity of equipment by reducing its cycle time;

- Arresting air leakage in all shops through pressure decay;

- Switching off equipments during idle (lunch & tea) time through timer;

- Energy Management System installed;

- Old air conditioners replaced;

- Conducting energy saving training sessions;

- Display of charts at the premises, plant, office showing the ways and means for conservation of energy;

- Preventive maintenance of various equipments to keep them in good condition;

- Time and motion study of production activity;

- Use of variable frequency drives and fluid couplings for variable speed applications such as fans, pumps etc. helps in minimizing consumption;

- Installation of auto off system on door trimming machine when motors are in idle conditions;

- Replacement of highly power consumption motors of pump house with low power having same efficiency;

- Designing of the LPG Gas bank by using gas manifold for optimum supply of gas for Canteen;

- Use of latest technology in production which helps in enhancement of productivity level;

- Inspection of machinery by team of experts at regular intervals; and

- Provision of natural roof lightening in factory to reduce energy consumption.

The in-house team of employees is dynamic and is dedicated towards the ambitious targets to reduce consumption footprints in energy, water and waste.

RESEARCH & DEVELOPMENT AND TECHNOLOGY ABSORPTION

Research & Development (R & D) is the most vibrant area for escalation and appreciation of any company. It has been apparent for at least a century that future economic progress will be driven by the invention and application of new technologies. R & D''s vision is to add value to the company''s customer base through innovations in offerings and processes.

Your Company''s R & D Department has been setup with the mission to develop such innovative products that give our business a competitive edge in the Home Appliances and Consumer Electronics market, enabling to acquire new customers & increase customer stickiness in an increasingly competitive world. The Company''s philosophy for R & D is to discover and create new knowledge about technologies and innovations for the purpose of uncovering and enabling development of valuable new products, processes and services. The Company also practices, Concept to Commercialization (C2C) process which helps in identification and selection of products for the invention and advancement. The process captures customer need, the business potential & the Company''s ability to successfully develop and source a product and take it to the market.

The R & D constantly keeps an eye on market scenario and changing needs of the consumers using scientific tools and integrates it in the product development programme. The manufacturing facilities are continuously modernized to convert the ideas envisaged by the R & D into most efficient, environment friendly and state of art processes to deliver the best products which stand to the test of time. The quality assurance ensures that manufacturing processes doesn''t deviate from the specified path, adhere and confirm to the stringent national and international standards for safety and at the same time products which are eco-friendly and have delightful aesthetic feel.

Research, Technology and Innovation continue to be one of the key focus areas to drive growth of the Company besides ensuring sustainability and helping the Company take a leap in rural transformation by introducing quality products at an affordable price.

Following are the major activities carried out by the R & D centre:

- Activities have been initiated to develop new processes and modify existing processes;

- Identify and develop new avenues for growth and development;

- Launching of Environment and Eco-friendly products as per consumer needs;

- Design of technologically upgraded products in-line with the latest market trends;

- Extensive product development road map as per the changing aspirations of youth and tech savvy consumers;

- Increase the productivity as well as product efficiency;

- Continuously improve the system efficiency by previous learning and close monitoring;

- Cost innovation through modern methodology and innovative thinking;

- After sales service training program; and

- Provide technical support systems for solving problems relating to operations. Benefits derived as a result of the above R & D:

- Cost effective and Energy efficient products;

- Overall reduction of cost of manufacturing;

- Increase in Turnover;

- Enhancement of product portfolio and development of Energy efficient products; and

- Increased consumer satisfaction.

The Company continues to adapt the latest advances in technology and upgrade its manufacturing base.

Expenses incurred for R & D activities:

During the year under review, the recurring expenses on R & D amounted to f 17.00 Million representing 0.12% of the turnover.

Future plan of action in R & D and Technology Absorption:

The Company not only plans for integrated, systematic approach towards research for the identification and development of the technologies needed for up gradation of the products, but also ensures the proper balance between the innovation and eco-system. The Company also plans to form an Action Research Team with an aim of improving the strategies, practices and knowledge of the market trends and environments within which the Company shall subsist.

HEALTH, SAFETY AND ENVIRONMENT MEASURES

A shift in corporate philosophy that embraces health and well-being will lay a foundation for success. An organization''s most precious resource is its people.

Concern and care for the health of people is a key to business success. Health of the workforce is an integral part of the business and is built on the belief that all injuries and most illnesses are preventable. Your Company believes that a company with healthy workforce will impact positively on its community and customers.

In its endeavor to address environment related matters, the Company continues to strengthen its Processes and Action Plans based on related studies carried out earlier. In addition, the Company continues to develop eco-friendly products. The Company continues to strive to address matters related to Safety, Health and Environment through a variety of initiatives. The Company pursues the development of eco-friendly products and appropriate engineering solutions.

Health & Safety Initiatives:

- Introduction of new materials and equipments to eliminate various hazards at workplace;

- Introduction of Basic First Aid Course and demonstration of Fire Extinguisher Courses conducted for the employees and security guards;

- Organizing fitness camps;

- Conducting medical checkups for employees;

- Fire Safety Training Sessions;

- Provision of such information, instruction, training and supervision as necessary to ensure the health and safety of all workers at work;

- Provision and maintenance of effective drainage system;

- Night Manager concept for vigilance of the overall campus;

- Provision of educational material and other information on health and well being issues such as smoking, diabetes, cancer, mental health, hydration, heart disease, alcohol abuse and sleep patterns;

- Provision of vaccination facilities for contagious diseases; and

- Effective and suitable provision in every workroom for securing and maintaining the adequate ventilation by circulation of fresh air.

Environmental Initiatives:

- Up-gradation of automated sewage treatment and effluent treatment plant;

- Re-cycling of waste water;

- Disposal of solid and hazardous waste;

- Rain water harvesting;

- Use of solar energy for water heating;

- Celebration of Vanamahotsav (Annual festival for Tree Plantation) and World Environment Day to increase mass awareness among the employees;

- Implementation of 3R System - Reduce, Reuse and Recycle for the optimum utilization of natural resources; and

- Adoption of Industrial Waste Management Program and Pollution Under Control (PUC) camps for the benefit of the environment.

INFORMATION TECHNOLOGY

The Company firmly believes that Information Technology (IT) is the backbone of any Industry in today''s competitive environment. The Company has taken it as a tool to improve the productivity, efficiency and reliability.

The Company continued to invest in developing IT-based solutions that would support improvements in organizational efficiency. During the year under review, the Company took various initiatives and has introduced SAP and ERP tools and solutions for inventory management along-with assets-tracking tool. The Company also has well-established consumer grievances and after sales service centre to promptly address the consumer needs and complaints.

Your Company has put in place Barcode Applications to automate its many processes. Your Company has deployed many effective tools and is continuously upgrading its Customer Relationship Management (CRM) for its service verticals, so that our valued customer gets requisite services without any delay. Aim is to give customer a delight by using various innovative methods and taking help of IT.

Your Company is marching ahead with defined IT Roadmap, which is completely in sync with business objectives. These futuristic IT solutions shall be ready to deliver the best of benefits to the customer & Company and finally deliver the best quality products along with finest services in its segment.

The result of better use of IT has helped in better data management and faster access to the inventory and other details.

CORPORATE SOCIAL RESPONSIBILITY

Corporate Social Responsibility (CSR) is an important way to increase business'' competitive advantage, protect and raise brand awareness and build trust with customers and employees. While economics is still important, businesses need to appreciate that our global landscape is changing. Organizations must start looking towards the profit, people and planet, for increasing concern of environmental and social impacts. CSR is one of a few practices that can positively impact these three elements and should therefore be closely aligned with the business strategy to ensure success. CSR is essential for the long-term sustainability of a Company.

An effective CSR approach led to following benefits to the Company:

- Stronger performance and profitability;

- Improved relations with the investment community;

- Enhanced employee relations and Company culture;

- Risk management and access to social opportunities; and

- Stronger relationships with communities.

Relationships are at the core of successful business practices and the importance placed on reputation, job satisfaction and advancement among the spectrum of many other people related issues is what supports the company''s vitality and longevity within the community where operations happen.

Your Company believes that while profit is important for all businesses, profit cannot be the only reason for the existence. Profits help to achieve mission while contributing to the society. Your Company has been making meaningful contributions to the society in different areas. The Company has chosen three broad areas to focus its CSR activities:

- Energy conservation;

- Environmental Protection; and

- Community Service.

Our initiatives and efforts are focused to improve the lives of people and community where we live and work. We firmly believe that these continuous efforts and improvement initiatives will help us to bring the most meaningful impact within the society and hence, helps us in contributing and playing our role in building a better India.

Your Company believes in pursuing wide socio-economic objectives and has always endeavored to not just live up to it, but try and exceed the expectations of the communities in which it operates.

Your Company shall continue to discharge its CSR in the best possible manner.

INDUSTRIAL RELATIONS

Your Company continues to enjoy the support from the workforce. Industrial Relations were cordial during the year under review.

BOARD OF DIRECTORS

During the year under review, there was no change in the composition of the Board of Directors of the Company.

In terms of the provisions of the Listing Agreement all the listed companies are required to appoint Independent Directors. The entire Board of our Company comprises of Independent Directors. The Companies Act, 2013, now also provides provisions for appointment of Independent Directors. Sub-Section (10) of Section 149 of the Companies Act, 2013 (effective 1st April, 2014) provides that the independent Directors shall hold office for a term of up to five consecutive years on the Board of a Company; and shall be eligible for re-appointment on passing a special resolution of the Shareholders of the Company. Sub-Section (11) states that no Independent Director shall be eligible for more than two consecutive terms of five years. Sub-Section (13) states that the provisions of retirement by rotation as defined in Sub-Section (6) and (7) of the Section 152 of the Companies Act, 2013, shall not apply to such Independent Directors.

Our Independent Directors were appointed as directors liable to retire by rotation under the provisions of erstwhile Companies Act, 1956. The Board has been advised that Independent Directors so appointed would continue to serve the term that was ascertained at the time of appointment (i.e. based on retirement period calculation) as per the resolution pursuant to which they were appointed. Therefore, it stands to reason that only those Independent Directors who will complete the present term, at the ensuing Annual General Meeting of the Company in June 2014, being eligible and seeking appointment, be considered by the Shareholders for appointment for a term up to five consecutive years.

Independent Director who do not complete their term at the ensuing Annual General Meeting will continue to hold office till expiry of their term (based on retirement period calculation) and would thereafter be eligible for re-appointment for a fixed term in accordance with Companies Act, 2013.

Mr. Subhash S. Dayama is an Independent Director of the Company. He joined the Board of Directors of the Company in December, 2005. He retires by rotation at the ensuing Annual General Meeting under the provisions of erstwhile Companies Act, 1956. In terms of Section 149 and any other applicable provisions of the Companies Act, 2013, Mr. Subhash S. Dayama being eligible and seeking re- appointment is proposed to be appointed as an Independent Director for a term of five years. A Notice has been received from a Member proposing Mr. Subhash S. Dayama as a candidate for the office of Director of the Company. The detailed profile of Mr. Subhash S. Dayama forms part of the Corporate Governance Report.

The Board recommends the appointment of Mr. Subhash S. Dayama as an Independent Director.

AUDITORS

M/s. Khandelwal Jain & Co., Chartered Accountants, Mumbai and M/s. Kadam & Co., Chartered Accountants, Ahmednagar, Auditors of the Company, retire at the conclusion of ensuing Annual General Meeting and, being eligible, have offered themselves for re-appointment. M/s. Khandelwal Jain & Co., Chartered Accountants, Mumbai and M/s. Kadam & Co., Chartered Accountants, Ahmednagar have confirmed their eligibility and willingness to accept the office.

The Board of Directors recommend their re-appointment at the ensuing Annual General Meeting.

AUDITORS'' REPORT

The Auditors'' Report is unqualified.

AUDIT COMMITTEE

Pursuant to the provisions of Section 292A of the Companies Act, 1956 and provisions of the Listing Agreement, the Company has constituted an Audit Committee. The composition, scope and powers of Audit Committee together with details of meetings held during the year under review forms part of Corporate Governance Report.

COST AUDIT

The Central Government had directed, vide its Order No. 52/26/CAB-2010 dated 6th November, 2010, to conduct a Cost Audit in respect of the specified products viz., Machinery and Mechanical Appliances.

The Board of Directors of the Company have accorded its approval for the re- appointment of Mr. Jayant B. Galande, Cost Accountant in Whole-Time Practice (Membership Number 5255), Aurangabad, as the Cost Auditor of the Company, to conduct Audit of the Cost Accounting Records maintained by the Company for the financial year ending on 31st December, 2014, subject to the approval of Central Government.

In compliance with the provisions of The Companies (Cost Audit Report) Rules, 2011 and General Circular No. 15/2011 issued by Government of India, Ministry of Corporate Affairs, Cost Audit Branch, we hereby submit that the Company has filled the Cost Audit Report for the fi nancial year ended 31st December, 2012 on 25th June, 2013 (due date 29th June, 2013). As regards financial year ended on 31st December, 2013, the due date for filing the Cost Audit Report is 29th June, 2014 and the Company shall file the same on or before due date.

SUBSIDIARY COMPANIES

The Company does not have any subsidiary.

CASH FLOW STATEMENT

The Cash Flow Statement for the financial year ended 31st December, 2013, in conformity with the provisions of Clause 32 of the Listing Agreement with the Stock Exchanges in India and as prepared in accordance with the Accounting Standard on Cash Flow Statement (AS-3) issued by the Institute of Chartered Accountants of India, is annexed hereto.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A detailed review of performance and future prospects of the Company is included in the section ''Management Discussion and Analysis Report'' of the Annual Report.

CORPORATE GOVERNANCE REPORT

As per Clause 49 of the Listing Agreement a separate section on Corporate Governance together with a Compliance Certificate from the Statutory Auditors of the Company forms part of this Annual Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

The Audited Accounts for the year under review are in conformity with the requirements of the Companies Act, 1956 and the Accounting Standards. The Financial Statements reflect fairly the form and substances of transactions carried out and reasonably present the Company''s financial condition and results of operations. Your Directors confirm:

a) that in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanations relating to material departures, if any;

b) that the accounting policies selected have been applied consistently; and judgments and estimates are 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 31st December, 2013 and of the loss of the Company for the year ended on that date;

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

d) that the Annual Accounts of the Company have been prepared on ''going concern'' basis.

ACKNOWLEDGEMENT

The Board of Directors would like to thank the Customers, Business Partners, Financial Institutions, Investors, Bankers and Auditors for their continued support and association. We also wish to thank the Government and all the statutory authorities for their support and co-operation.

We would also like to place on record our appreciation of the collective contribution made by all the employees during the last year.

We, finally, would like to specially thank all stakeholders of the Company for their continued confidence and trust placed by them with the Company.



For and on behalf of the Board of Directors of

VALUE INDUSTRIES LIMITED



Place : Mumbai S. S. DAYAMA N. B. MANDHANA

Date : 15th May, 2014 Director Director

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Dec 31, 2012

Dear Shareholders,

The Directors take pleasure in presenting the Twenty-Fifth Annual Report of the Company together with the Audited Accounts and Auditors'' Report for the financial year ended 31st December, 2012.

FINANCIAL RESULTS AND OPERATIONS

The performance of the Company for the financial year ended 31st December, 2012, is summarized hereunder:

(In Million) Particulars Year ended Year ended 31st Dec.,2012 31st Dec.,2011

Net Sales 11,844.08 13,386.87

Other Income 52.52 112.42

Total Income 11,896.60 13,499.29

Profit before Finance Costs, Tax and 1,011.57 1,578.38

Depreciation

Finance Costs 960.46 696.87

Depreciation and Amortisation 890.98 829.18

Profit/(Loss) before Tax (839.87) 52.33

Profit/(Loss) for the year (643.88) 41.19

In view of numerous opportunities available for enlargement of area of operation of the Company, the Main Objects Clause of the Memorandum of Association was altered during the year, by inserting the words mobile tablets, mobile phones etc.

The financial year ended on 31st December, 2012, was marked by the challenges in both the internal and external environment. The challenges of high fiscal deficit, increasing inflation rate and rising of interest rates have impacted the domestic market; and the Company and its manufacturing activities were also affected by the same. The net sales of the Company have declined from Rs. 13,386.87 Million for the financial year ended 31st December, 2011 to Rs. 11,844.08 Million for the financial year ended 31st December, 2012. The Company has incurred a loss of Rs. 643.88 Million for the financial year ended 31st December, 2012 as compared to the profit of 41.19 Million for the financial year ended 31st December, 2011.

DIVIDEND

In view of the loss incurred by the Company, the Board of Directors thought it fit not to recommend any dividend for the financial year ended 31st December, 2012.

TRANSFER TO RESERVE

Due to the loss incurred during the year, your Directors propose not to transfer any amount to the General Reserve.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

The Company has transferred a sum oP 0.8 Million in respect of unclaimed/ unpaid dividend for the financial year 2004-05 to the Investor Education and Protection Fund.

FIXED DEPOSIT

During the year under review, the Company has not accepted/renewed any deposit within the meaning of Section 58A of the Companies Act, 1956 and as such, no amount of principal/interest was outstanding as on the balance sheet date.

PARTICULARS OF EMPLOYEES

The Company does not have any employee whose particulars are required to be furnished under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended from time to time.

FOREIGN EXCHANGE EARNINGS AND OUTGO

During the year under review, the foreign exchange outgo amounted to 787.84 Million as against Rs. 953.00 Million during the year ended 31st December, 2011. There were no foreign exchange earnings during the year under review and previous year ended on 31st December, 2011.

CONSERVATION OF ENERGY

Your Company is taking continuous efforts towards optimum utilization of energy resources. The conservation of energy is the most important part of Corporate Social Responsibility of the Company. Energy conservation measures have been implemented by your Company at its manufacturing plant and offices. Your Company continues to explore several measures to conserve scarce resources and protect the environment. These include:

Awareness campaigns across all segments to employees by giving scheduled training at regular intervals, about importance of energy conservation and basic techniques of conservation;

Display of visual information at all work places to encourage employees to think about energy conservation;

Installation of energy efficient light fittings;

Use of natural light during day time by providing transparent sheets and ventilators;

Adherence to preventive maintenance of all machineries to ensure the rated efficiency of all machineries;

Monitoring and maintaining unity power factor in distribution network to minimize the losses;

Daily monitoring of energy consumption of various production lines in the factory as per KWH/PRODUCT Target and Analysis of the same on weekly basis;

Replacement of Furnace Oil to LPG in paint shop ovens and burners, which has resulted into 10% saving in the fuel cost and has improved the overall equipment efficiency;

Modification in pre-treatment heating system at paint shop, from existing individual burners in tanks to stainless steel coils in the ovens, which has reduced the consumption of LPG to 30-35%;

Auto shut off of electronic equipments during lunch breaks; and

Timely maintenance of equipments.

Re-use of canteen waste water in gardens maintained in the factory area by treating waste water in simple process by using Peddles, Selex and Activated Carbons;

Installation of Sewage Treatment Plant (STP) and utilizing treated water for gardening;

The Company also has formed an in-house team of employees to undertake the projects of energy conservation and for Research and Development activities in the area of conservation of energy.

As a result of measures taken above, there is a reduction in contamination of water, increased environmental quality and increased time cycles of the machines.

RESEARCH & DEVELOPMENT AND TECHNOLOGY ABSORPTION

For any organization to prevail and grow in this razor edged competitive environment, "Innovation" is the tried and tested mantra. Your Company believes in constant change for better, that is why innovation and high quality standards are at core of the business philosophy. That is the reason why millions have entrusted their faith and patronage in products and services that are created by your Company.

Research and Development (R & D) is the key for success of any business enterprise and your Company believes and promotes the best environment which is necessary for innovative product development program. The Company has build up a strong and efficient R & D team to cope up with the ever changing consumer electronic trends. This has resulted in introduction of a wide range of products that are innovative, modern, desirable and affordable.

The R & D team comprise of experts in their individual area who are involved in extensive research based on usability, ergonomics, desire for new utilities, different environmental conditions and transform them in products to give the delightful user experience. The R & D team is constantly monitoring the changing market scenario with exhaustive study of various products and identifies the need for new product using scientific tools before taking up on a development project. The R & D team is developing customer-focused business solutions based on the intellectual property developed by multiple research groups.

The manufacturing plant follows the Japanese system of ''5S'' principles (to sort, to set, to shine, to standardize and to sustain) for organizing the work place more effectively and with greater efficiency and to improve the working standards. Also, in the assembly areas inspection table has been provided with required illumination to check and control aesthetic quality of the products manufactured. Training sessions are conducted for the employees for awareness of electrical energy savings.

Following are the major activities carried out by the R & D centre:

Constantly improving and upgrading the existing range of products;

Technological advancement;

Extensive market research and identification of new avenues for development;

Identification of new needs to generate new ideas;

Environment and Eco friendly products;

Extensive Product development road map;

Improve the system efficiency;

Reduce cost of manufacturing by adopting modern methodology;

Introduction of products that are available in the market at affordable cost, reliable and are full of utility; and

After sales service training program.

The R & D activities of the Company are focused on increasing productivity, maximizing value, cutting down the cost and creating high performance environment to promote innovation.

Benefits Derived from R & D activities:

Enhanced manufacturing ability and higher standard of quality;

Cutting down unwanted costs and activities;

Maximum satisfaction of consumers;

Reduced power consumption and energy conservation; and

Development of energy efficient products.

Expenses incurred for R & D activities:

During the year under review, the R & D recurring expenses amounted to 13.23 Million representing 0.11 % of the turnover.

Future Plan of action in R & D and Technology Absorption:

The Company plans to devise a product development road map for generating and adopting advanced technologies in the coming years, strictly adhering to eco and environment friendly products, modernization of processes and manufacturing system, scientific analytical program, modern and state of art systems with optimum utilization of capital resources and maintain a favorable position in market as a most preferable service provider.

HEALTH, SAFETY AND ENVIRONMENT MEASURES

Employee engagement activities like health talks, free health check up by noted health professionals and various helpdesk were set up to facilitate employee welfare during the year.

Safety committees at the manufacturing unit are functioning properly to ensure safe and healthy work environment. Banners, pamphlets, guidance notes regarding safety measures, health tips, emergency numbers and basic first aid notes are issued at regular intervals to the employees of the Company. Fire Extinguishers are set-up at the manufacturing plant.

Health & Safety Initiatives:

Procurement of new fire extinguisher to maintain spare stock in case of emergency;

Procurement and installation of safety equipments in campus;

Implementation of work permits system with availability of security guard for close monitoring;

Procurement of new fire tender having water capacity of 4500 litres & foam capacity of 500 litres, which has helped in reduction of response time during emergency situation & mitigation of damage to property & human injury;

Basic first aid course and demonstration of fire extinguishers courses conducted for the employees and security guards during the year; Conducting regular safety audit & mock drill in the campus; Incident Accidents Investigation, if any, and Reporting with root cause, corrective and preventive actions;

Installation of first aid box & fire blanket at security check point for every department;

Provided fire point at high hazardous area (Zone-0);

Conducted HPT (Hydraulic Pressure Testing) of pressurized extinguisher;

Display of list of on-site & off-site contact numbers at conspicuous places in manufacturing facility for quick response at the time of emergency;

Display of cautionary signs at high hazardous area to warn workers about imminent hazard dealt at site;

Enhanced road safety by displaying road convex mirror, speed limit board & guideline for visitors;

Regular training programs for employees and managers at all the levels;

Display of emergency evacuation plans with location of fire extinguisher at the entrance of every building and shop floor;

Display of MSDS (Material Safety Data Sheet) at chemical storage area;

Display of UN classification boards at Zone - 0 area (Highly flammable area); and

Celebrated Safety promotional activities like - National safety week & fire service week in the factory.

Environmental Initiatives:

Implementation of 3R system i.e. Reduce, Reuse & Recycle;

Environment awareness camps;

Disposal of Hazardous & Non-Hazardous waste to the authorized agency (Authorized by pollution control authority) as per statutory requirements;

Tree plantation on different events and occasions;

Celebrated World Environment Day, to increase the mass awareness among the employees;

Up-gradation of effluent treatment & sewage treatment plant and using treated water for gardening; and

Maintenance of effluent treatment plants and sewage treatment plants to monitor the outlet water parameter as per the limits of CPCB (Central Pollution Control Board).

INFORMATION TECHNOLOGY

From the simple application of e-mail communications to online teleconferences, connecting organizations worldwide, Information Technology is having a direct impact on how industries conduct business. The use of Information Technology has become indispensible.

The Company is endeavoring for systematic and automatic manufacturing and business activities with the help of various Information Technology Software.

The Company has put in place an enabled customer interaction center for addressing the complaints and suggestions from consumers, retailers and distributors.

The Company has always focused on up-gradation of its Information Technology Software to help its employees to maximize their productivity for enhancing quality and higher customer satisfaction.

CORPORATE SOCIAL RESPONSIBILITY

Contributing to society is one of the Company''s core values. The Company believes that, while profit is important for all businesses, profit cannot be the only reason for the existence. Profits help to achieve the mission while contributing to the society. Corporate Social Responsibility (CSR) encompasses within itself sustainability which means creating an awareness of climate change and social imbalance and demands suitable action.

The Company continues to impact lives of people through relentless CSR initiatives. The Company is committed to raise the quality of life and social well-being of communities where it operates and beyond and promote sustainable development through two-way open dialogue with its stakeholders, which is the key for sustainable community development.

CSR is not just a corporate philanthropy but it implies protecting health and ensuring well-being and security of all the employees, at all levels. It equally extends to suppliers, customers and consumers. And the Company, in spirit and action, is committed to its policy of "Safety of persons overrides all production targets". Company''s community development efforts are focused on fostering self- reliance through education, livelihood interventions, vocational trainings, integrated village development, empowerment of women and social mobilization. Thus, in a larger perspective, such endeavors are taking the Company towards social institution building for sustainability and building a strong and vibrant India.

INDUSTRIAL RELATIONS

Your Company continues to enjoy the support from the workforce. Industrial Relations were cordial during the year under review.

BOARD OF DIRECTORS

The Board of Directors of the Company is duly constituted. Mr. Pradipkumar N. Dhoot and Mr. Venugopal N. Dhoot resigned from the directorship of the Company w.e.f. 27th January, 2012 and 1st February, 2012 respectively. The Board would like to express its sincere gratitude towards the contribution made by Mr. Pradipkumar N. Dhoot and Mr. Venugopal N. Dhoot during their tenure as Directors, of the Company.

The present Board consists of three Non-Executive Independent Directors i.e. Mr. Naveen B. Mandhana, Mr. Subhash S. Dayama and Mr. Avinash H. Malpani.

Pursuant to the provisions of the Companies Act, 1956 and in terms of the Articles of Association of the Company, Mr. Naveen B. Mandhana, Director, retires by rotation at the ensuing Annual General Meeting and, being eligible, has offered himself for re-appointment. The Board recommends re- appointment of Mr. Naveen B. Mandhana.

Pursuant to the provisions of the Clause 49 of the Listing Agreement, a brief profile of the Director proposed to be re-appointed forms part of the Corporate Governance Report.

AUDITORS

M/s. Khandelwal Jain & Co., Chartered Accountants, Mumbai and M/s. Kadam & Co., Chartered Accountants, Ahmednagar, Auditors of the Company, retire at the conclusion of ensuing Annual General Meeting and, being eligible, have offered themselves for re-appointment. The Company has received certificates from the said Auditors to the effect that their re- appointment, if made, would be within the limits prescribed under Section 224(1 B) of the Companies Act, 1956.

The Board of Directors recommend their re-appointment at the ensuing Annual General Meeting.

AUDITORS'' REPORT

The Auditors'' Report is unqualified.

AUDIT COMMITTEE

Pursuant to the provisions of Section 292A of the Companies Act, 1956 and provisions of the Listing Agreement, the Company has constituted an Audit Committee. The composition, scope and powers of Audit Committee together with details of meetings held during the year under review forms part of Corporate Governance Report.

COST AUDIT

The Central Government had directed, vide its Orders No. 52/315/CAB-95 and 52/316/CAB-95 dated 25th August, 1995, to conduct a Cost Audit in respect of the specified products viz., Refrigerators and Air Conditioners respectively.

The Board of Directors of the Company have accorded its approval for re- appointment of Mr. Jayant B. Galande, Cost Accountant in Whole-Time Practice (Membership Number 5255), Aurangabad, as the Cost Auditor of the Company, to conduct Audit of the Cost Accounts Records maintained by the Company for the financial year 2013, subject to the approval of the Central Government.

In compliance with the provisions of The Companies (Cost Audit Report) Rules, 2011 and General Circular No. 15/2011 issued by Government of India, Ministry of Corporate Affairs, we hereby submit that the Company has filed the Cost Audit Report for the financial year ended 31st December, 2011 on 29th January, 2013 (due date 28th February, 2013). As regards to the financial year ended on 31st December, 2012, the due date for filing the Cost Audit Report is 29th June, 2013 and the Company shall file the same on or before due date.

SUBSIDIARY COMPANIES

The Company does not have any subsidiary.

CASH FLOW STATEMENT

The Cash Flow Statement for the financial year ended 31 st December, 2012, in conformity with the provisions of Clause 32 of the Listing Agreement with the Stock Exchanges in India and as prepared in accordance with the Accounting Standard on Cash Flow Statement (AS-3) issued by The Institute of Chartered Accountants of India, is annexed hereto.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A detailed review of performance and future prospects of the Company is included in the section ''Management Discussion and Analysis Report'' of the Annual Report.

CORPORATE GOVERNANCE REPORT

As per Clause 49 of the Listing Agreement, a separate section on Corporate Governance together with a Compliance Certificate from the Statutory Auditors of the Company forms part of this Annual Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

The Audited Accounts for the year under review are in conformity with the requirements of the Companies Act, 1956 and the Accounting Standards. The Financial Statements reflect fairly the form and substances of transactions carried out; and reasonably present the Company''s financial condition and results of operations. Your Directors confirm:

a) that in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanations relating to material departures, if any;

b) that the accounting policies selected have been applied consistently; and judgments and estimates are 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 31st December, 2012 and of the loss of the Company for the year ended on that date;

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

d) that the Annual Accounts of the Company have been prepared on ''going concern'' basis.

ACKNOWLEDGEMENT

We would like to express our heartfelt gratitude to all the customers, business partners, bankers and auditors for their continued support and association. We also wish to thank the Government and all the statutory authorities for their support and co-operation.

We would also like to place on record our appreciation for collective contribution made by all the employees during the last year.

We, finally, would like to specially thank and place on record the gratitude to all the members of the Company for their faith in the management and continued affiliation with the Company.

For and on behalf of the Board of Directors of

VALUE INDUSTRIES LIMITED

S. S. DAYAMA N. B. MANDHANA

Director Director

Place : Mumbai

Date : 15th May, 2013

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Dec 31, 2011

The Directors take pleasure in presenting the Twenty-Fourth Annual Report of the Company together with the Audited Accounts and Auditors' Report for the financial year ended 31st December, 2011.

FINANCIAL RESULTS

The performance of the Company for the financial year ended 31st December, 2011, is summarized hereunder:

(Rs. in Million)

Year ended Period ended Particulars 31st Dec.,2011 31st Dec., 2010 (12 months) (15 months)

Net Sales 13,386.87 17,136.27

Other Income 112.42 97.09

Total Income 13,499.29 17,233.36

Profit before Interest, Tax and Depreciation 1,578.38 2,064.83

Interest 696.87 792.20

Depreciation, Amortisation and Impairment 829.18 1,042 24

Profit before Tax 52.33 230.39

Provision for Taxation 17.15 69.85

Profit for the year/period 35.18 160.54

The figures for the current year are for a period of 12 months as against 15 months in previous period and hence, are not comparable.

OPERATIONS

During the year under review, the first half was reasonably good, whereas there was decline in the demand during the second half. The biggest challenge, during the year under review, has been the increase in the cost of raw materials and components, rising interest rates and intense competition. As a result, there was a slight decline in the net sales of the Company from Rs. 17,136.27 Million for the 15 months ended on 31st December, 2010 to Rs. 13,386.87 Million for the current year. Consequently, the profit after tax has also declined from Rs.160.54 Million to Rs. 35.18 Million.

DIVIDEND

The Board of Directors of the Company do not recommend any dividend on equity shares for the year under review, in view of potential requirement of funds and uncertainty in overall economic environment.

Your Directors recommend 8% dividend on the preference shares for the year ended 31st December, 2011, amounting to Rs. 0.12 Million.

TRANSFER TO RESERVE

Your Directors propose to transfer an amount of Rs. 5.00 Million to the General Reserve and an amount of Rs. 6.15 Million to Capital Redemption Reserve. After appropriations, the balance remaining amounting to Rs. 887.22 Million is proposed to be carried to the Balance Sheet.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

The Company has transferred a sum of Rs. 0.8 Million in respect of unclaimed/unpaid dividend for the financial year 2003-04 to the Investor Education and Protection Fund.

FIXED DEPOSIT

During the year under review, the Company has not accepted/renewed any deposit within the meaning of Section 58A of the Companies Act, 1956 and as such, no amount of principal/interest was outstanding as on the balance sheet date.

PARTICULARS OF EMPLOYEES

The Company does not have any employee whose particulars are required to be furnished under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended from time to time.

FOREIGN EXCHANGE EARNINGS AND OUTGO

During the year under review, the foreign exchange outgo amounted to Rs. 953.00 Million as against Rs. 1,203.24 Million during the 15 months ended on 31st December, 2010. There were no foreign exchange earnings during the year under review and previous period ended on 31st December, 2010.

CONSERVATION OF ENERGY

Your Company is constantly taking efforts to conserve energy and other resources. Your Company is focused on efficient and judicious use of energy which itself forms part of conservation of energy. The conservation of energy is the most important part of Corporate Social Responsibility (CSR) of the Company. Your Company is conscious about preservation of natural resources and protection of environment.

The following key initiatives have been undertaken by your Company towards conservation of energy:

- Installation of energy conservation lights;

- Use of energy efficient chokes, light fittings, lamps, push- pull switches etc.;

- Improved power factor;

- Auto switch off of the equipments during idle running time through timer;

- Increasing capacity of equipments by reducing its cycle time;

- Auto shut-off of air conditioners and other equipments during lunch breaks and during shift change;

- Replacement of conventional tube lights by CFL tube lights, to save energy;

- Timely maintenance of equipments and machines to maintain its efficiency;

- Installation of natural ventilators in the plant for exhaust in balance areas;

- Display of notice boards and information boards at all work stations for information and awareness of employees;

- Training sessions for employees at all levels; and

- Using treated water from effluent generation for developing the garden and plantation of trees at the manufacturing unit.

The Company has also formed an in-house team of employees to implement energy conservation measures and for Research & Development activities in the area of conservation of energy.

Effect of the above measures:

As a result of measures taken above, there is a reduction in maintenance cost, machine downtime and thereby savings in unit consumption, which has helped in reducing the overall cost of production.

RESEARCH & DEVELOPMENT AND TECHNOLOGY ABSORPTION

"Innovation is the key to success'. Your Company believes in updation and innovation to carter to the various needs of consumers. The Company believes in bringing about change, which is why we constantly innovate and combine with quality that millions trust. Every product, the consumer brings home, initiates a new beginning. Your Company understands the importance of Research and Development (R & D) activity and focuses on making available variety of products at an affordable prices.

The R & D centre of the Company comprises of specialists and experienced staff for conducting market survey and recognizing the consumer needs. The R & D centre works towards modernizing the products and making the products user friendly and affordable.

The activities undertaken by R & D Centre are:

- Modernization of existing products;

- Improvement in technology;

- Conduct market analysis and identify niche in the market;

- Foresee consumer demands and catering to the consumer needs;

- Reduce cost of production; and

- Make available variety of products at an affordable prices.

Benefits Derived from R & D activities:

It has helped for sustainable use of available resources, increased productivity of machines, improvement in product quality, cost saving, higher efficiency and improvements in product designs. It has also helped the Company in modifying the aesthetics of its products and exploring potential areas that can be outsourced, leading to lower costs and improved efficiencies.

During the year under review, the R & D recurring expenses amounted to Rs. 12.45 Million representing 0.09% of the turnover.

Your Company is determined to develop various technologies and bring novelty in the products. A number of new technologies have been introduced in Consumer Electronics and Home Appliances Segment. As a result of R & D, your Company is able to introduce innovative models of products with advanced technology to fulfill the requirements of its customers.

Future plan of action in R & D and Technology Absorption:

Your Company plans to develop technologies in key areas and make a mark of innovation and modernization with optimum utilization of capital and maintain the position of the preferable service provider in the market.

INFORMATION TECHNOLOGY

Information Technology (IT) provides a comprehensive data warehouse and a number of options for data analysis; processing and storage enabling business decision making and productivity. Your Company understands the importance of IT and has implemented latest version of SAP ERP ECC 6.0 for better operational control. This upgradation in SAP will give immense benefits to the Company leading into more stringent business practices and processes.

Your Company has put in place an enabled consumer interaction centre for addressing complaints and suggestions from consumers, retailers and distributors.

HEALTH AND SAFETY MEASURES

The safety and security of the workers are important aspects for building healthy work environment. The Company believes to have healthy and happy working environment for every employee and the Company is committed to provide the same in every possible way. It has taken effective measures in the field of healthcare and safety. The Company has conducted, inter-alia, following activities for building healthy work culture and environment:

- Regular medical checkups;

- Medical aid facility for the workers and their family members;

- Vaccination facility for contagious disease;

- Conducting of lectures and seminars to create awareness for hygiene and cleanliness;

- Provide emergency exit door on all shop floor area so as to reach safe assembly point in case of emergency;

- Implementation of work permit system for hazardous work activity with proper monitoring at work place;

- Celebration of safety promotional activities like National Safety Week, Fire Service Week etc. to create mass awareness among the employees;

- Investigation of incidents/accidents and their reporting with root cause, corrective and preventive actions are taken;

- Display work instruction at hazardous areas;

- Carry out fire fighting program for security guard to enhance their competency; and

- Display of emergency evacuation plans with location of fire extinguisher.

INDUSTRIAL RELATIONS

Your Company continues to enjoy the support from the workforce. Industrial relations were cordial during the year under review.

CORPORATE SOCIAL RESPONSIBILITY

Corporate Social Responsibility (CSR) is titled to aid an organization's mission as well as a guide to what the company stands for its customers. The CSR policy functions as a built-in, self-regulating mechanism, whereby a company monitors and ensures its active compliance with the spirit of the law, ethical standards, and international norms. The goal of CSR is to embrace responsibility for the company's actions and encourage a positive impact through its activities on the environment, consumers, employees, communities, stakeholders and all other members of the public sphere who may also be considered as the stakeholders.

Keeping in view this theme, your Company undertakes all efforts to:

- Produce energy-efficient products;

- Encourage the spread of environmental conservation activities;

- Ensure safety of the workers at the work place; and

- Prevent global warming.

Your Company shall continue its efforts to discharge its CSR in the best possible manner.

BOARD OF DIRECTORS ~

The Board of Directors of the Company is duly constituted. After the date of the Balance Sheet, Mr. Pradipkumar N. Dhoot and Mr. Venugopai N. Dhoot resigned from the directorship of the Company w.e.f. 27th January, 2012 and 1st February, 2012, respectively. The Board would like to express its sincere gratitude towards the contribution made by Mr. Venugopai N. Dhoot and Mr. Pradipkumar N. Dhoot, during their tenure as the Directors of the Company.

The present Board consists of three directors i.e. Mr. Avinash H. Malpani, Mr. Subhash S. Dayama and Mr. Naveen B. Mandhana.

Pursuant to the provisions of the Companies Act, 1956 and in terms of the Articles of Association of the Company, Mr. Avinash H. Malpani, Director, is liable to retire by rotation at the ensuing Annual General Meeting and, being eligible, has offered himself for re-appointment. The Board recommends re-appointment of Mr. Avinash H. Malpani.

Pursuant to the provisions of the Clause 49 of the Listing Agreement, a brief profile of Mr. Avinash H. Malpani, forms part of the Corporate Governance Report.

AUDIT0RS

M/s. Khandelwal Jain & Co., Chartered Accountants, Mumbai and M/s. Kadam & Co., Chartered Accountants, Ahmednagar, Auditors of the Company, retire at the conclusion of ensuing Annual General Meeting and, being eligible, have offered themselves for re-appointment.

The Company has received certificates from the said Auditors to the effect that their re-appointment, if made, would be within the limits prescribed under Section 224(1 B) of the Companies Act, 1956.

Your Directors recommend their re-appointment at the ensuing Annual General Meeting.

AUDITORS' REPORT

The Auditors' Report is unqualified.

AUDIT COMMITTEE

Pursuant to the provisions of Section 292A of the Companies Act, 1956 and provisions of the Listing Agreement, the Company has constituted an Audit Committee. The composition, scope and powers of Audit Committee together with details of meetings held during the year under review forms part of Corporate Governance Report.

COST AUDITOR

The Company has appointed Mr. Jayant B. Galande, Cost Accountant, Aurangabad, as the Cost Auditor of the Company, for the financial year ending on 31st December, 2012, to conduct audit of the cost accounts records maintained by the Company.

SUBSIDIARY COMPANIES '

The Company does not have any subsidiary.

CASH FLOW STATEMENT

The Cash Flow Statement for the financial year ended 31st December, 2011, in conformity with the provisions of Clause 32 of the Listing Agreement with the Stock Exchanges in India, is annexed hereto.

MANAGEMENT DISCUSSION AND ANALYSIS

A detailed review of performance and future prospects is included in the section 'Management Discussion and Analysis' Report of the Annual Report.

CORPORATE GOVERNANCE REPORT

Corporate Governance is "the system by which companies are directed and controlled". It involves a set of relationships between company's management, its board, its shareholders and other stakeholders. It deals with prevention or mitigation of the conflict of interests of stakeholders.

Your Company believes in maintenance of transparency and clarity of interest between the Company and its stakeholders. It considers the Corporate Governance as the most important tool for discharging its social responsibilities.

A separate section on Corporate Governance together with a Compliance Certificate from the Statutory Auditors of the Company forms part of the Annual Report.

DIRECTORS' RESPONSIBILITY STATEMENT

The Audited Accounts for the year under review are in conformity with the requirements of the Companies Act, 1956 and the Accounting Standards. The Financial Statements reflect fairly the form and substances of transactions carried out; and reasonably present the Company's financial condition and results of operations. Your Directors confirm:

a) that in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanations relating to material departures, if any;

b) that the accounting policies selected have been applied consistently; and judgments and estimates are 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 31st December, 2011 and of the profit of the Company for the year ended on that date;

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

d) that the Annual Accounts of the Company have been prepared on 'going concern' basis.

APPRECIATION

We thank our Customers, Vendors, Investors, Financial Institutions, Bankers, Business Partners and Government Authorities for their continued support. We also appreciate the contribution made by our employees at all levels.

We would also like to thank all stakeholders for the continued confidence and trust placed by them with the Company.

For and on behalf of the Board of Directors of

VALUE INDUSTRIES LIMITED

S.S. DAYAMA N. B. MANDHANA Director Director

Place : Mumbai

Date : 15th May, 2012

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Dec 31, 2010

The Directors are delighted to present the Twenty-Third Annual Report of the Company together with the Audited Accounts and Auditors Report for the period ended 31st December, 2010.

FINANCIAL RESULTS AND OPERATIONS

The performance of the Company for the period ended 31st December, 2010, is summarized hereunder:

(Rs. Million)

15 months 12 months ended ended Particulars 31st December, 30th September, 2010 2009

Net Sales 17,136.27 12,041.78

Other Income 97.09 19.80

Total Income 17,233.36 12,061.58

Profit before Interest, Depreciation and Tax 2,064.83 1,455.76

Interest 792.20 578.94

Depreciation, Amortisation and Impairment 1,042.24 802.07

Profit before Tax 230.39 74.75

Provision for Taxation 69.85 25.34

Profit for the period/year 160.54 49.41

The total income of the Company, during this period, increased to Rs. 17,233.36 Million as against Rs. 12,061.58 Million for the previous financial year ended on 30th September, 2009. Correspondingly, the Profit for the period increased to Rs. 160.54 Million as against Rs. 49.41 Million for the year ended on 30th September, 2009.

EXTENSION OF FINANCIAL YEAR

The Financial Year of the Company was extended by a period of three months. Accordingly, the Financial Year under review comprises of a period of fifteen months commencing from 1st October, 2009 and ending on 31st December, 2010. Subsequent Financial Years shall be from 1st January to 31st December.

DIVIDEND

Considering the financial performance of the Company and Companys policy to pay sustainable dividend, your Directors are pleased to recommend a dividend of Rs. 1.00 per equity share, (Previous year, Rs. 1.00 per equity share), on the equity shares of the Company for the period ended 31st December, 2010, for approval of shareholders of the Company.

TRANSFER TO RESERVE

Your Directors propose to transfer an amount of Rs. 20.00 million to the General Reserve and an amount of Rs. 6.15 million to Capital Redemption Reserve. After appropriations, the balance remaining of the Profit and Loss Account amounting to Rs. 849.12 million is proposed to be carried to the Balance Sheet.

FIXED DEPOSIT

During the period under review, the Company has not accepted/renewed any deposit within the meaning of Section 58A of the Companies Act, 1956 and as such, no amount of principal/interest was outstanding as on the balance sheet date.

PARTICULARS OF EMPLOYEES

The Company does not have any employee whose particulars are required to be furnished under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended from time to time.

FOREIGN EXCHANGE EARNINGS AND OUTGO

During the period under review, Foreign Exchange outflow amounted to Rs. 1,203.24 million as against Rs. 1,077.05 million for the previous year. There were no Foreign Exchange Earnings during the current and previous period/year under review.

CONSERVATION OF ENERGY

Your Company believes in sustainable consumption of natural resources and the conservation of energy remains a key focus area at all times. The Company continues its efforts for the betterment of the environment. The Company gives utmost importance to the conservation of energy as a part of its Corporate Social Responsibility and is committed to produce eco-friendly products and adopt eco-friendly practices in all its areas of operations.

The Company has undertaken several initiatives to reduce energy consumptions at different levels. The implementation progress of these initiatives, led by In-House Team of Experts, is reported at regular intervals. The In-House Team submits its findings on various energy consumption centers highlighting the measures taken for conservation of energy and their implementation status, at scheduled intervals, for management consideration. Further corrective measures are taken as appropriate.

Key Energy Conservation initiatives taken, during the period under review, by the Company are outlined as under:

- Reduction of fuel consumption;

- Installation of Natural Ventilators in the plant for exhaust in balance areas;

- Auto shut-off of air conditioners and other equipments during lunch breaks and during shift change;

- Replacement of conventional tube lights by CFL tube lights, to save energy; and

- Preventive maintenance of various equipments to keep them in good condition.

As a result, there is a reduction in maintenance cost, machine downtime and thereby savings in unit consumption which has helped in reducing the overall cost of production.

RESEARCH AND DEVELOPMENT AND TECHNOLOGY ABSORPTION

The future of any business depends upon its ability to upgrade existing products and innovate new products by continuously performing research and development activities and finding ways to blend in the latest technology. Your Company understands the role of Research and Development (R & D) activities in the areas in which it operates. It is the need of the hour to provide modernized technologies at affordable prices, so as to sustain competitive environment.

The R & D Centre of the Company works towards achievement of this goal. At the R & D Centre, new innovative and quality products are developed to provide our customers with better value for their money. The In-House Team of experts is committed towards developing new versions of products, improved process of manufacturing various parts and assembling the same.

The R & D Centre of the Company is focused towards the following:

- To provide effective support and assurance to manufacturing plants and businesses.

- To balance technology sourcing by a flexible strategy of smart buying, fast customization and flagship development of key technologies.

- To improve technical productivity on a continuous basis.

- To create a high performance environment to promote innovation.

- To identify and support various opportunities in technological development to add value across the businesses of the Company.

- To cut down the cost of production.

The R & D initiatives undertaken by the Company have resulted in maximizing product yield; improved products quality; optimization of efficiency and reliability of plant processes by using advanced tools and technology developed by the team and higher consumer satisfaction.

During the period under review, the R & D expenses amounted to Rs. 10.90 million representing 0.06% of turnover.

Future Plan of Action:

1. Intensify the R & D efforts in quality improvement and energy conservation products.

2. Develop cost effective intelligent home appliances solutions, particularly for Air Conditioners, for optimizing energy cost.

3. Design and develop technologies that give higher reliability.

4. Extend the technology to other related areas like manufacturing of components which are procured from market.

INFORMATION TECHNOLOGY

Information Technology (IT) provides a number of options for data analysis; processing and storage enabling business decision making; and productivity. Your Company understands the importance of IT and has implemented mySAP, a customized ERP programme. The ERP

system supports the essential functions of the business processes and operations efficiently and manages financials, operations and human resource management. These segments revolve around automated processes eliminating repetition of tasks; loss due to human error and risks involved due to negligence of timely upgrades. The sophistication of the modern work stations and general working conditions has become better due to the development of Information Technology.

HEALTH AND SAFETY

Your Company believes in effective healthcare of its employees; and building healthy working atmosphere in all areas of work. Health promotional activities like regular checkups, timely preventions against contagious diseases are part of the employees yearly health agenda at the Company. Many health care facilities are also extended to employees family members.

Safe manufacturing practices are critical part of Companys Overall Value System. Training and checks are conducted frequently during the period.

The Company further emphasizes on providing a healthy, safe and motivational environment ensuring the development of the employee with that of the Company.

INDUSTRIAL RELATIONS

Your Company continues to enjoy the support from the workforce. Industrial Relations were cordial during the period under review.

DIRECTORS

The Board of Directors of the Company is duly constituted and there is no change in the composition of the Board of Directors of the Company, during the period under review.

Pursuant to the provisions of the Companies Act, 1956 and in terms of the Articles of Association of the Company, Mr. Subhash S. Dayama and Mr. Naveen B. Mandhana, Directors, retire by rotation at the ensuing Annual General Meeting and, being eligible, have offered themselves for re-appointment. The Board recommends re-appointment of Mr. Subhash S. Dayama and Mr. Naveen B. Mandhana.

Pursuant to the provisions of the Clause 49 of the Listing Agreement, a brief profile of the Directors proposed to be re-appointed forms part of the Corporate Governance Report.

AUDITORS

M/s. Khandelwal Jain & Co., Chartered Accountants, Mumbai and M/s. Kadam & Co., Chartered Accountants, Ahmednagar, Auditors of the Company, retire at the conclusion of ensuing Annual General Meeting and being eligible, have offered themselves for re-appointment. Your Directors recommend their re-appointment at the ensuing Annual General Meeting.

The Company has received certificates from the said Auditors to the effect that their re-appointment, if made, would be within the limits prescribed under Section 224(1B) of the Companies Act, 1956.

AUDITORS REPORT

The Auditors Report is unqualified. The notes to Accounts, referred to in the Auditors Report, are self-explanatory and therefore, do not call for further clarifications under Section 217(3) of the Companies Act, 1956.

AUDIT COMMITTEE

The Company has constituted the Audit Committee, pursuant to the provisions of Section 292A of the Companies Act, 1956 and provisions of the Listing Agreement. The composition, scope and powers of Audit Committee together with details of meetings held during the period under review forms part of Corporate Governance Report.

SUBSIDIARY

The Company does not have any subsidiary.

CASH FLOW STATEMENT

The Cash Flow Statement for the financial period ended 31st December, 2010, in conformity with the provisions of Clause 32 of the Listing Agreement with the Stock Exchange(s), is annexed hereto.

MANAGEMENT DISCUSSION AND ANALYSIS

A detailed review of performance and future prospects is included in the section ‘Management Discussion and Analysis of the Annual Report.

CORPORATE GOVERNANCE REPORT

Your Company believes in practicing highest standards of governance in all business activities that it carries. It considers Corporate Governance as one of the most important instrument enabling in discharging its economic and social responsibilities.

A separate section on Corporate Governance together with a Compliance Certificate from the Statutory Auditors of the Company forms part of this Annual Report.

DIRECTORS RESPONSIBILITY STATEMENT

The Audited Accounts for the period under review are in conformity with the requirements of the Companies Act, 1956 and the Accounting Standards. The Financial Statements refect fairly the form and substances of transactions carried out; and reasonably present the Companys financial condition and results of operations. Your Directors confirm:

a) that in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanations relating to material departures, if any;

b) that the accounting policies selected have been applied consistently; and judgements and estimates are 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 31st December, 2010 and of the profit of the Company for the period ended on that date;

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

d) that the Annual Accounts of the Company have been prepared on ‘going concern basis.

APPRECIATION

Your Directors record their grateful appreciation for the encouragement, assistance, co-operation and consistent support received from Members, Government Authorities, Banks, Financial Institutions, Business Partners and Customers. We also thank them for the trust they reposed in the Management and wish to thank all employees for their commitment and contributions.

The Directors would also like to thank all stakeholders for the continued confidence and trust placed by them with the Company.

For and on behalf of Board of Directors VALUE INDUSTRIES LIMITED

V. N. DHOOT N. B. MANDHANA Director Director

Place : Mumbai Date : 26th May, 2011

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Sep 30, 2009

The Directors are delighted to present the Twenty-second Annual Report together with the audited accounts and Auditors Report of your Company for the year ended 30th September, 2009.

FINANCIAL RESULTS AND OPERATIONS

The performance of the Company for the financial year ended 30th September, 2009 is summarized hereunder:

(Rs. in Million)

Particulars Year ended Year ended 30th Sept., 30th Sept., 2009 2008

Net Sales 12,041.78 12,446.80

Other Income 29.05 16.33

Total Income 12,070.83 12,463.13

Profit before Interest, Tax and Depreciation 1,465.01 1,475.12

Interest 588.19 549.50

Depreciation 802.07 786.44

Profit before Impairment Loss and Taxation 74.75 139.18

Impairment Loss - 16.31

Profit before Tax 74.75 122.87

Provision for Taxation 25.34 42.79

Profit for the Year 49.41 80.08

During the first and second quarter of the financial year, the global recession and economic slow-down in India impacted the turnover and profit of your Company. Total Income of the Company during the year declined to Rs. 12,070.83 million as against Rs. 12,463.13 million for the previous year ended 30th September, 2008 and the profit after tax also declined to Rs. 49.41 million as against Rs. 80.08 million for the last year.

FORFEITURE OF EQUITY SHARES

Pursuant to the provisions of the Companies Act, 1956 and the Articles of Association of the Company, the Board of Directors of your Company, at its meeting held on 31st July, 2009, approved the forfeiture of 127,684 equity shares of face value of Rs. 10/- each and cancelled the said shares. The said equity shares were allotted pursuant to the conversion of 12.5% Secured Fully Convertible Debentures of the Company and in respect of which the allotment/call money were due and unpaid.

DIVIDEND

Your Directors have recommended a dividend of Re. 1.00 per equity share (Previous year, Paise 50 per equity share) on the equity shares of the Company for the year ended 30th September, 2009 which, if approved at the ensuing Annual General Meeting by the members, will be paid out of profits during the year. The dividend is free of tax in the hands of the shareholders.

The dividend payout, as proposed, is in accordance with the Companys policy to pay sustainable dividend besides keeping in view the Companys need for capital, its growth plans and the intent to finance such plans through internal accruals.

TRANSFER TO RESERVE

Your Directors propose to transfer an amount of Rs. 5.00 million to the General Reserve. After appropriations, the balance amount of Rs. 763.92 million is proposed to be carried to the Balance Sheet.

FIXED DEPOSIT

The Company has not accepted any deposit within the meaning of Section 58A of the Companies Act, 1956.

FOREIGN EXCHANGE EARNINGS AND OUTGO

During the year, Foreign Exchange outflow amounted to Rs. 1,077.12 million as against an outflow of Rs. 917.17 million for the previous year. There were no foreign exchange earnings during the year.

CONSERVATION OF ENERGY

Your Company gives utmost importance to the conservation of energy as a part of its Corporate Social Responsibility towards a better environment. The Company has developed a system of reporting whereby an in-house team of expert engineers submits its findings to the top management, at scheduled intervals, for its consideration and thereafter, corrective measures, if required, are taken to ensure optimum utilisation of energy resources.

Your Company seeks to contribute to the energy conservation campaign by way of following initiatives:

- Proper ventilation at factory premises;

- Use of energy-saving lighting system;

- Auto shut-off of air conditioners and other equipments during lunch breaks and shift change;

- Regular maintenance of machinery and replacement of obsolete machinery for optimum performance with reduced power consumption; and

- Awareness Programmes for employees/workers at all levels.

RESEARCH, DEVELOPMENT AND TECHNOLOGY ABSORPTION

Your Company realises that innovation is the key to sustained growth. Research and Development (R&D) and technology absorption are integral to the Companys innovation agenda for achieving growth, profitability and sustainability. The Directors of your Company are committed to ongoing investment in R&D as a way to differentiate its existing products while bringing innovative, high-value products to market. The R&D Team has come up with a time-bound programme to establish centres of excellence in the key technology areas critical to the Company. The R&D activities of the Company are closely focused on market needs and driven by technological progress.

The R&D activities of the Company are focussed towards:

- Increasing productivity;

- Maximising value;

- Introducing newer models with advanced features;

- Improvising product quality and durability;

- Cutting down the costs; and

- Creating a high performance environment to promote innovation. The continuous efforts of the R & D Team have been fruitful in the form of:

- Raised standards of quality;

- Higher consumer satisfaction;

- Reduced power consumption;

- Ability to compete favourably with the foreign players in the Indian and International Markets; and

- Development of energy efficient products.

During the year, R&D expenditure amounted to Rs. 2.19 million representing 0.02% of the turnover.

INFORMATION TECHNOLOGY

The pivotal role played by Information Technology in delivering better value to the customers and maintaining the position of an organization in a fiercely competitive scenario is undisputed. Todays sophisticated business organizations look to Information Technology to provide them with a sustainable competitive advantage.

Your Company, too, considers Information Technology as a tool to improve productivity, efficiency and reliability and has, accordingly, re-engineered its processes by leveraging Information Technology with an eye to building, sustaining and expanding its competitive edge. Implementation of mySAP, a customized ERP Programme, at manufacturing facility, reflects the Companys inclination towards use of sophisticated technological solutions in its day-to-day activities.

HEALTH, SAFETY AND ENVIRONMENT

Your Company, being a good corporate citizen, assumes its business and ethical responsibility to create a safe and healthy workplace for its employees and is equally dedicated towards a sustainable plant.

Safety of all persons and the pursuit to achieve world-class level of operational excellence in safety continues to be the major focus area of your Company.

Your Company recognizes that employee well-being and satisfaction contributes significantly to its productivity and firmly believes that comprehensive management system provides a sustainable basis for the whole organization. It increases employee motivation and satisfaction, strengthens the brand image and lowers long-term costs. Your Company takes very seriously, the processes and control systems needed to ensure the safety of its employees and contractors.

The Company has introduced various eco-friendly initiatives to prevent environmental hazard, some of them being effective waste management system, tree plantation camps, pollution check-up camps and environment awareness camps.

RE-APPOINTMENT OF DIRECTORS

Pursuant to the provisions of the Companies Act, 1956 and in terms of the Articles of Association of the Company, Mr. Pradipkumar N. Dhoot and Mr. Avinash H. Malpani, Directors, retire by rotation at the ensuing Annual General Meeting and being eligible, have offered themselves for re-appointment.

The Board recommends re-appointment of Mr. Pradipkumar N. Dhoot and Mr. Avinash H. Malpani.

A brief profile of the Directors proposed to be re-appointed forms part of notice of the ensuing Annual General Meeting.

DIRECTORS RESPONSIBILITY STATEMENT

The Audited Accounts for the year under review are in conformity with the requirements of the Companies Act, 1956 and the Accounting Standards. The financial statements reflect fairly the form and substances of transactions carried out and reasonably present your Companys financial condition and results of operations.

Your Directors confirm that:

a) in the preparation of the Annual Accounts, applicable accounting standards have been followed along with proper explanations relating to material departures, if any;

b) the accounting policies selected have been applied consistently and judgements and estimates are made that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company as at September 30,2009 and of the profit of your Company for the year ended on that date;

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

d) the Annual Accounts of your Company have been prepared on a going concern basis.

PARTICULARS OF EMPLOYEES

Particulars of employees as required under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 is annexed to this Report and form part thereof.

SUBSIDIARY COMPANIES The Company does not have any subsidiary.

CASH FLOW STATEMENT

The Cash Flow Statement for the year ended 30th September, 2009, in conformity with the provisions of Clause 32 of the Listing Agreement with the Stock Exchanges in India, is annexed hereto.

AUDITORS REPORT

The Auditors Report is unqualified. The notes to Accounts, referred to in the Auditors Report, are self-explanatory and therefore, do not call for further clarifications under Section 217(3) of the Companies Act, 1956.

AUDITORS

M/s. Khandelwal Jain & Co., Chartered Accountants, Mumbai and M/s. Kadam & Co., Chartered Accountants, Ahmednagar, Auditors of the Company, retire at the ensuing Annual General Meeting and being eligible, have offered themselves for re-appointment. Your Directors recommend their re-appointment at the ensuring Anual General Meeting.

The Company has received certificates from the said Auditors to the effect that their re-appointment, if made, would be within the limits prescribed under Section 224(1-B) of the Companies Act, 1956.

MANAGEMENT DISCUSSION AND ANALYSIS

A detailed review of performance and future prospects is included in the section Management Discussion and Analysis of the Annual Report.

CORPORATE GOVERNANCE

Corporate Governance is a reflection of an organisations business culture, values, policies and bond with stakeholders. Your Company has constantly strived to benchmark its Corporate Governance practices with the best in the world. Your Directors re-affirm their continued commitment to good Corporate Governance practices.

A separate section on Corporate Governance together with a certificate from your Companys Statutory Auditors forms a part of this Annual Report.

APPRECIATION

Your Directors place on record their appreciation to the continued support extended by the Companys clients, business associates, suppliers, vendors, bankers and investors during the year. Your Directors also place on record their appreciation to the dedication and contributions made by employees at all levels who, through their competence, hard work and support, have enabled the Company to achieve growth and improved performance. Your Directors look forward to their continued support in the future as well.

Your Directors are also thankful to the shareholder for their continued support to the Company.

For and on behalf of the Board of Directors

V. N. DHOOT N. B. MANDHANA Director Director

Place : Mumbai

Date : 19th February, 2010