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Directors Report of Vikram Thermo (India) Ltd.

Mar 31, 2016

DIRECTORS'' REPORT

To,

The MEMBERS,

VIKRAM THERMO (INDIA) LTD

Your Directors have pleasure in presenting their 22nd Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2016.

1. FINANCIAL SUMMARY OF THE COMPANY (Standalone)

The Board''s Report is to be prepared based on the stand alone financial statements of the company.

(Rs. in Lakhs)

Particulars

2015-2016

2014-2015

Revenue for the year

3860.84

3756.06

Expenditure for the year excluding Depreciation and Amortization Exp.

3090.33

3198.76

Profit before Depreciation and Amortization Exp.

770.51

557.3

Less: Depreciation and Amortization Exp.

126.31

87.03

Profit after Depreciation and Amortization Exp. But before Tax

644.2

470.27

Less: provision for Tax

219.85

158.39

Profit After Tax

424.34

311.87

Add: Balance Brought forward

2145.17

1920.08

Balance profit available for Appropriations

2569.51

2231.95

APPROPRIATIONS

Adjusted to Depreciation Fund

-

6.39

General Reserves

30

30

Proposed Dividend

83.74

41.87

Provision for Dividend Tax

17.05

8.52

Balance carried to Balance Sheet

2438.72

2145.17

OPERATIONS:

Our approach to creating value and achieving profitable growth has clearly delivered the results during the current year 2015-16. Your company achieved net revenue of Rs. 3860.84 lakhs in fiscal year 2015-16 with a moderate growth. Net profit for the year has increased to Rs.424.34 lakhs, up 36.06% over the previous year.

What was encouraging was that this growth was achieved despite the difficult external environment across many of our markets with unprecedented geo-political challenge, currency volatility and sluggish demand. Both our Domestic Business and International Business has been reporting a steady volume driven growth during the current fiscal year as our brands reinforced their strong position across the categories and markets. Our company is hopeful to further improve the performance in the current fiscal year as well.

2. DIVIDEND:

Your Directors are pleased to recommend payment of Dividend @ 15% (Previous Year 7.5%) on the Paid up Equity Share Capital of the company. With a view to share the profits of the company with its shareholders, directors feel that recommendation of dividend is a way of appreciation to them. The dividend payout will result in total outflow of Rs.1,00,78,575/- (Previous Year Rs.50,39,288/-).

3. LISTING AGREEMENT:

The Securities and Exchange Board of India (SEBI), on September 2, 2015, issued SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with the aim to consolidate and streamline the provisions of the Listing Agreement for different segments of capital markets to ensure better enforceability. The said regulations were effective December 01, 2015. Accordingly, all listed entities were required to enter into the Listing Agreement within six months from Septmber 02, 2015. The Company entered into Listing Agreement with BSE Limited during February 2016.

4. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Pursuant to the provisions of Section 152 (6) of the Companies Act, 2013, MRS. ALPABEN PATEL Director of the Company retires by rotation at the forthcoming Annual General Meeting and being eligible, offer herself for reappointment. The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed under sub-section 6 of Section 149 of the Companies Act, 2013 and under Regulation 16 b) of SEBI (Listing Obligations and Disclosure Requirements) Regulation 2015.

During the year, Mr. M. D. Fosi was appointed as the Company Secretary u/s 204 of the Companies Act, 2013. Subsequently he resigned as Company Secretary and in his place Mr. Maheshkumar K. Shah (Membership No.-ACS3015) was appointed as Company Secretary with effect from 27th May, 2015.

Mr. M D Fosi was appointed as Chief Financial Officer (CFO) with effect from 27th May, 2015.

Thereafter, Mr. Shaileshkumar Patel was appointed as Additional Director of the Company with effect from 09th February, 2016. Also, MR. ANKUR PATEL has been appointed as Whole Time Director with effect from 09th February, 2016.

5. MEETINGS:

During the year, Five Board Meetings and Four Audit Committee Meetings were duly convened and held. The following are the dates on which the said Board Meetings held:

May 27, 2015, August 14, 2015, September 7, 2015 November 7, 2015 & February 09, 2016.

The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

6. COMMITEES:

The company has several committees which have been established as a part of best corporate governance practices and are in compliance with the requirements of the relevant provisions of applicable laws and statues.

The Board has constituted following Committees:

- Audit Committee

- Nomination and Remuneration Committee

- Stakeholder''s Relationship Committee

- Risk Management Committee

- Performance evaluation Committee

- Corporate Social Responsibility Committee

The details with respect to the compositions, powers, roles, terms of reference etc. of relevant committees are given in detail in the ''Report on Corporate Governance'' of the company which forms part of this Annual Report.

7. EXTRACTS OF ANNUAL RETURN:

Pursuant to sub-section 3(a) of Section 134 and sub-section (3) of Section 92 of the Companies Act 2013, read with Rule 12 of the Companies (Management and Administration) Rules, 2014 the extracts of the Annual Return as at March 31, 2015 forms part of this Directors'' Report as ''Annexure: I''

8. STATUTORY AUDITORS & AUDIT REPORT:

Pursuant to the provisions of Section 139 of the Companies Act, 2013, M/S. B A Rajpara & CO., Chartered Accountants, (Firm Registration No. 108427W), have been appointed as statutory auditors of the company at the Twenty First Annual General Meeting held on September 29, 2015 to hold office from the conclusion of Annual General Meeting (AGM) till the conclusion of the next Annual General Meeting of the Company. Accordingly, appointment of Statutory Auditors is being sought from the members of the company at the ensuing AGM to be appointed as statutory auditor till the conclusion of next Annual General Meeting (AGM). In this regard, the Company has received a certificate from the current auditors to the effect that if they are reappointed, it would be in accordance with the provisions of Section 141 of the Companies Act,

2013. The Auditors comments on your company''s accounts for year ended March 31, 2016 are self explanatory in nature and do not require any explanation as per provisions of Section 134 (3) (f) of the Companies Act, 2013.

9. INTERNAL FINANCIAL CONTROL

The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company''s policies, safeguarding of its assets, prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial disclosures.

10. SECRETARIAL AUDIT

Pursuant to section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the company has appointed Mr. S. R. Sanghvi, Company Secretary in Whole time in practice to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is enclosed as Annexure -II to the Directors Report.

11. NOMINATION AND REMUNERATION POLICY:

The Board has on the recommendation of Nomination and Remuneration / Compensation Committee framed a policy on directors'' appointment and remuneration of Directors including criteria for determining qualification, positive attributes, independence of directors and remuneration for Directors, Key Managerial Personnel and other employees. The policy is annexed to this report as ''Annexure: III.

12. TRANSFER OF UNPAID/UNCLAIMED AMOUNTS TO IEPF

Pursuant to the provisions of Section 125 of Companies Act, 2013 the Unclaimed Dividend, Fixed Deposits and interest thereon which remained unpaid/unclaimed for a period of 7 years have been transferred by the Company to the Investor Education and Protection Fund (IEPF) established by the Central Government pursuant to Section 125 of the Companies Act, 2013.

13. BOARD EVALUATION:

The Board of Directors has carried out an annual evaluation of its own performance, Board committees and individual directors pursuant to the provisions of the Companies Act, 2013 and the corporate governance requirements as prescribed by Securities and Exchange Board of India ("SEBI") under Regulation 17, 18, 19, 20, 21, 22, 23, 24, 25, 26, 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V of SEBI (Listing Obligation and Disclosure Requirement) Regulation 2015.

The performance of the Board was evaluated by the Performance Evaluation Committee after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, etc. The performance of the committees was evaluated after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

The Board and the Nomination and Remuneration Committee ("NRC") reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role.

In a separate meeting of independent Directors, performance of non-independent directors, performance of the board as a whole and performance of the Chairman was evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent Directors, at which the performance of the Board, its committees and individual directors was also discussed.

14. DEPOSITS:

Your Company has not accepted any fixed deposits from the public within the provisions of Section 73 to 76 of the Companies Act, 2013. Hence, the disclosures required as per Rule 8(5)(v)&(vi) of the Companies (Accounts) Rules,

2014, read with Section 73 to 76 of the Companies Act, 2013 are not applicable to your Company.

15. CORPORATE GOVERNANCE:

The Company believes that good Corporate Governance is a continuous process and it is our continuous endeavor to achieve good governance, by way of a conscious and conscientious effort whereby ensuring the truth, transparency, accountability and responsibility in all our dealings with all our stakeholders.

A separate section on Corporate Governance Standards followed by your Company, as stipulated under Regulation 34(3) read with Schedule V of SEBI (Listing Obligation and Disclosure Requirement) Regulation 2015 is enclosed as Annexure to this Report. The Report on Corporate Governance also contains certain disclosures required under Companies Act, 2013.

A Certificate from M/S. B.A RAJPARA & CO., Chartered Accountants, conforming compliance to the conditions of Corporate Governance as stipulated under Regulations 17, 18, 19, 20, 21, 22, 23, 24, 25, 26, 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V of SEBI (Listing Obligation and Disclosure Requirement) Regulation 2015, is annexed to this Report.

16. GRATUITY

The Company has already established a Group Gratuity Fund for the benefit of the employees of the company. The Group policy has been taken with Life Insurance Corporation of India (Pension and Gratuity Fund Scheme). During the year contribution amounting to Rs.10,00,000/- was made towards this fund. (Previous year Rs. 1075546/-).

17. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All Related Party Transactions those were entered during the financial year were in ordinary course of the business of the company and were on arm''s length basis. There were no materially significant related party transactions entered by the Company with Promoters, Directors, Key Managerial Personnel or other persons which may have a potential conflict with the interest of the company.

All such Related Party Transactions are placed before the Audit Committee for approval.

The policy on materiality of Related Party Transactions and also on dealing with Related Party Transactions as approved by the Audit Committee and the Board of Directors is has been uploaded on the website of the Company at www.vikramthermo.com under investors / policy documents / Related Party Transaction Policy.

The particulars of every contract or arrangements entered into by the Company with related parties referred to the sub-section (1) of section 188 of the Companies Act, 2013, are disclosed in Form No. AOC-2 ''Annexure: IV'' the same forms part of this report, pursuant to Section 134 (3) (h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014.

18. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

In terms of provisions of Section 134 (3) (g) of the Companies Act 2013, the Particulars of Loans, Guarantees or Investments under Section 186, is annexed hereto as ''Annexure: V'' and forms part of this Report.

19. PARTICULARS OF EMPLOYEES REMUNERATION:

A. The ratio of the remuneration of each director to the median employee''s remuneration and other details in terms of sub-section 12 of Section 197, of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are forming part of this report as ''Annexure: VI'' to the Directors'' Report.

B. The statement containing particulars of employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not provided as no employee is paid remuneration of Rs. 5 Lakhs Per month if employed for part of the year and Rs. 60 Lakhs Per Annum if employed for the whole year.

20. BUSINESS RISK MANAGEMENT

Pursuant to section 134(n) of the companies Act 2013 and Regulation 21 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the company has constituted a business risk management committee. The details of the committee and its terms of reference are set out in corporate governance report forming part of the Directors Report.

At present the company has not identified any element of risk which may threaten the existence of the company.

21. ENERGY & TECHNOLOGY:

(a) Conservation of energy:

(i)

the steps taken or impact on conservation of energy

The company ensures that the manufacturing operations are conducted in the manner whereby optimum utilization and maximum savings of energy is achieved.

(ii)

the steps taken by the company for utilizing alternate sources of energy

No alternate source of energy is available at present. However, the company is exploring various alternatives in this direction.

(iii)

the capital investment on energy conservation equipment''s

No Specific investment has been made in energy conservation areas.

- As the impact of measures taken for conservation and optimum utilization of energy are not quantitative, its impact on cost cannot be stated accurately.

(b) Technology absorption:

(i)

the efforts made towards technology absorption

Company''s products are manufactured by using in house know how and no outside technology is being used for manufacturing activities. Therefore, no technology absorption is required.

(ii)

the benefits derived like product improvement, cost reduction, product development or import substitution

N.A.

(iii)

in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)

N.A.

(a) the details of technology imported

N.A.

(b) the year of import;

N.A.

(c) whether the technology been fully absorbed

N.A.

(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof

N.A.

(iv)

the expenditure incurred on Research and Development

Nil

The efforts are being made for energy conservation to new and innovative means. Further, the Company did not have any imported technology during the financial year.

22. FOREIGN EXCHANGE EARNINGS / OUTGO:

Particulars regarding the foreign exchange earnings and outgo during the year 15-16 is as Annexed hereto as "ANNEXURE VII".

23. VIGIL MECHANISM:

Pursuant to the provisions of section 177 (9) & (10) of the Companies Act, 2013, and Regulation 22 of the SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company at www.vikramthermo.com under investors / policy documents / Vigil Mechanism Policy link.

24. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Corporate Social Responsibility Committee (CSR Committee) has formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the company which has been approved by the Board.

The CSR Policy can be accessed from the investors section on the company''s website at the link http:// www.vikramthermo.com. This being the second year of implementation of the CSR Policy, The company is pleased to inform the members that an amount of Rs. 10,00,000 towards its CSR obligation for 2015-16 has been spent and it is committed to further spend appropriate amount towards its obligation of the current financial year during 2016-17 as well.

The Report on CSR activity is annexed as Annexure VIII

25. SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

1. Disclosure under Section 22 of the Sexual Harassment Of Women At Workplace (Prevention, Prohibition and Redressal) Act, 2013:

Pursuant to Section 22 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 every company is required to set up an Internal Complaints Committee to look into complaints relating to sexual harassment at work place of any women employee.

Company has adopted a policy for prevention of Sexual Harassment of Women at workplace and has set up Committee for implementation of said policy. During the year Company has not received any complaint of harassment.

26. HUMAN RESOURCES DEVELOPMENT:

Your Company treats its "Human Resources" as one of its most significant assets. The Company continues its focus on retention through employee engagement initiatives and provides a holistic environment where employees get opportunities to realize their potential. A number of programs that provide focused people attention are currently underway. Your Company''s thrust is on the promotion of talent internally through job rotation and job enlargement. The Company''s Health and Safety Policy commits to provide a healthy and safe work environment to all employees.

27. CHANGE IN NATURE OF THE BUSINESS:

There has been no change in the nature of business of the company during the year under review.

28. MANAGEMENT DISCUSSION AND ANALYSIS:

As per corporate governance norms, a separate section on Management Discussion and Analysis outlining the business of the Company is set out in Annexure forming part of this Report.

29. SIGNIFICANT OR MATERIAL ORDERS AGAINST COMPANY:

No significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and Company''s operation in future.

30. STATEMENT OF DIRECTORS'' RESPONSIBILITY:

Pursuant to requirement under Section 134 (3) (c) and Section 134(5) of the Companies Act, 2013 (Act), Directors, confirm that:

(a) in the preparation of the annual accounts for the year ended on 31st March, 2016, the applicable accounting standards read with requirement set out under Schedule III to the Act, have been followed and there are no material departures from the same;

(b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at March 31, 2016 and of the profit of the company for the year ended on that date;

(c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the 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 are operating effectively and;

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

31. ACKNOWLEDGEMENT:

Your Directors wish to place on record their gratitude and sincere appreciation for the assistance and co-operation received from the financial institutions, banks, Government authorities, customers, vendors and members during the year under review.

Your Directors would like to express a profound sense of appreciation for the commitment shown by the employees in supporting the Company in its continued robust performance on all fronts.

PLAKHSE: AHMEDABAD BY THE ORDER OF THE BOARD OF DIRECTORS,

DATE: 12-08-2016 FOR, VIKRAM THERMO (INDIA) LIMITED

MR. DHIRAJLAL K PATEL

MANAGING DIRECTOR

(DIN:00044350)


Mar 31, 2013

Dear Members,

The directors have pleasure in submitting their Annual Report together with the Audited Statements of Accounts for the year ended on 31st March 2013.

FINANCIAL RESULTS:

The financial results are as under:

2012-2013 2011-2012

Turn over 411532798 391569460

Profit before Tax 84030986 85680588

Provision for Taxation: 30372951 25671894

Profit after Tax 56227800 57768176

Balance Brought Forward 104231771 59195900

Balance profit available for Appropriation. 160459571 116964076

APPROPRIATIONS

General Reserves 3000000 3000000

Proposed Dividend 8373855 8373855

Provision for Dividend Tax 1358450 1358450

Balance carried to Balance Sheet 147727266 104231771

160459571 116964076

DIVIDEND:

Your directors are pleased to recommend payment of dividend @ 15% (Previous year 15%) on the paid up Equity Share Capital of the Company. Your directors feel that members will appreciate the same. The dividend payout will result in a total outflow of Rs. 97,32,305/- (Previous Year Rs. 97,32,305/-).

OPERATIONS:

During the year under report, your Company continued to achieve good results. The turnover of the Company has increased to Rs. 41,15,32,798/- (Previous Year Rs. 39,15,69,460/-) which reflects more than 5% rise. The gross profit has also increased from Rs. 12,36,76,610/- to Rs. 13,66,15,456/- which reflects sound performance of the Company. Though the economic situation in the country as a whole was not satisfactory, by the efforts of your Directors, the Company has made remarkable increase in the profits. Members will appreciate that the Company is gradually marching towards sound progress and prosperity.

CHANGE OF SITUATION OF PLANT AT UNIT II:

Members are aware that the factory of the Company at Unit-II is situated at Indrad, S. No. 322, Chhatral-Kadi Road, Tal. Kadi, Dist. Mehsana, Gujarat (INDIA). The level of the plot of the factory is little lower than the main road and some problems like flow of water, etc. have to be faced. In order to come out of this condition, the Company has decided to set up Plant in the same Plot on other side and then Company will not have to face any problems. The work is well under progress and it is expected that the same will be completed within about six months. This will also result in better working of the plant.

FIXED DEPOSIT:

The Company has not accepted any deposit as per the provisions of the Section 58 - A of the Companies Act, 1956.

GRATUITY:

The Company has already established a Group Gratuity Fund for the benefit of the employees of the Company. The Group policy has been taken with Life Insurance Corporation of India (Pension and Gratuity Fund Scheme). During the year contribution amounting to Rs. 12,89,689/- was made towards this fund (Previous year Rs. 2,00,000/-).

PARTICULARS OF THE EMPLOYEES:

There is no employee who is in receipt of remuneration exceeding the limit specified under Section 217 (2A) of the Companies Act, 1956.

ENERGY CONSERVATION:

Pursuant to Section 217(1) (e) of the Companies Act, 1956 the information required in respect of pollution and energy conservation is given in the Annexure enclosed to this report.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, it is hereby confirmed that:

I. In the preparation of the accounts for the financial year under report, the applicable accounting standards have been followed along with proper explanation relating to material departures.

II. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at the end of the financial year under report, and of the profit of the Company for the year under review.

III. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

IV. The Directors have prepared the annual accounts of the Company on a ''going concern'' basis.

FOREIGN EXCHANGE EARNING AND OUTGO:

Particulars regarding Foreign Exchange Earning & Outgo are provided in Note Nos. 26, 27 & 28 in the Notes to Financial Statement.

DIRECTORS:

Shri Ketanbhai C. Patel and Shri Bharatbhai M. Shah, Directors of the Company retire by rotation and being eligible offer themselves for the reappointment at the ensuing annual general meeting. You are requested to appoint Directors.

DEMATERIALISATION OF SHARES:

To provide better and smooth services to the shareholders, the Company''s Equity shares are made available for dematerialization in electronic form in the Depository System operated by National Securities Depository Limited (NSDL) and Central Depository Services (India) Ltd. (CDSL).

In order to avail this service, shareholders, who have not yet converted their shares in dematerialized form, are advised to dematerialize the shares in the electronic form as quickly as possible.

CORPORATE GOVERNANCE:

As per Clause 49 of the Listing Agreements with the Stock Exchange, the report of the Corporate Governance and the Certificates of the Managing Director and Auditors of the Company in respect of compliance thereof are appended here to and form part of this report.

INSURANCE:

The assets of the Company are adequately insured against various risks.

AUDITORS:

You are requested to appoint auditors from the conclusion of ensuing Annual General Meeting up to conclusion of next Annual General Meeting and fix their remuneration. Present auditors M/s. B. A. Rajpara & Co. are eligible for reappointment and have confirmed their re- appointment, if made shall be within the limits of Section 224(1B) of the Companies Act, 1956.

COST AUDIT:

The Ministry of Corporate Affairs has ordered Cost Audit under S. 233 B of the Companies Act, 1956 from 1st April, 2012 through Cost Audit Order No. 52/26/CAB-2010 dated 24th January 2012. Accordingly, Company has appointed Shri V. H. Shah as Cost Auditor for F. Y. 2013-14.

APPRECIATION:

The Board place on record the appreciation of the sincere and devoted services rendered by all the employees and the continued co- operation and confidence of shareholders. The Board expresses their sincere thanks to the Punjab National Bank, Government and Semi Government Authorities and all other well wishers for their support and contribution towards the growth of the Company.

On behalf of Board of Directors

FOR, VIKRAM THERMO (INDIA) LIMITED

Registered Office :

101,Classic Avenue, Opp. Sales India,

Ashram Road, Ahmedabad - 380009 CHIMANBHAI K. PATEL

Date : 03-08-2013 CHAIRMAN


Mar 31, 2012

The directors have pleasure in submitting their Annual Report together with the Audited Statements of Accounts for the year ended on 31st March 2012.

FINANCIAL RESULTS:

The financial results are as under: 2011-2012 2010-2011

Turn over 391569460 319854785

Profit before Tax 85680588 45770471

Provision for Taxation: 25671894 15570018

Profit after Tax 57768176 30242215

Balance Brought Forward 59195900 41685989

Balance profit available for Appropriation. 116964076 71928205

APPROPRIATIONS

General Reserves 3000000 3000000

Proposed Dividend 8373855 8373855

Provision for Dividend Tax 1358450 1358450

Balance carried to Balance Sheet 104231771 59195900

116964076 71928205

DIVIDEND:

Your directors are pleased to recommend payment of dividend @ 15% (Previous year 15%) on the paid up Equity Share Capital of the Company. Your directors feel that members with appreciate the same. The dividend payout will result in a total outflow of Rs 97,32,305/- (Previous Year Rs. 97,32,305/-).

OPERATIONS:

During the year under report, your Company continued to achieve good results. The turnover of the Company has increased to Rs. 39,15,69,460/- (Previous Year Rs. 31,98,54,785/-) which reflects more than 22% rise. The gross profit has also increased from Rs. 7,42,61,729/- to Rs. 12,53,91,922/- which reflects sound performance of the Company. Though the economic situation in the country as a whole was not satisfactory, by the efforts of your Directors, the Company has made remarkable increase in the profits. Members will appreciate that the Company is gradually marching towards sound progress and prosperity.

FIXED DEPOSIT:

The Company has not accepted any deposit as per the provisions of the Section 58 - A of the Companies Act, 1956.

GRATUITY:

The Company has already established a Group Gratuity Fund for the benefit of the employees of the Company. The Group policy has been taken with Life Insurance Corporation of India (Pension and Gratuity Fund Scheme). During the year contribution amounting to Rs. 2,00,000/- was made towards this fund (Previous year Rs. 7,68,095/-).

PARTICULARS OF THE EMPLOYEES:

There is no employee who is in receipt of remuneration exceeding the limit specified under Section 217 (2A) of the Companies Act, 1956.

POLLUTION AND ENERGY CONSERVATION:

Pursuant to Section 217(1) (e) of the Companies Act, 1956 the information required in respect of pollution and energy conservation is given in the Annexure enclosed to this report.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors' Responsibility Statement, it is hereby confirmed that:

I. In the preparation of the accounts for the financial year under report, the applicable accounting standards have been followed along with proper explanation relating to material departures.

II. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at the end of the financial year under report, and of the profit of the Company for the year under review.

III. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

IV. The Directors have prepared the annual accounts of the Company on a 'going concern' basis.

FOREIGN EXCHANGE EARNING AND OUTGO:

During the year Company has earned foreign exchange of Rs. 3,62,63,570/- (Previous year Rs. 1,27,63,024/-) on FOB basis against export sales.

The Company has spent Rs. 2,08,707/- (Previous year Rs.2,25,989/-) on sales Commission.

During the year foreign exchange Rs 1,26,76,500/- (Previous year Rs.l,10,94,240/-) is remitted for import of raw materials on CIF basis. During the year Company has also remitted Rs.18,750/- (Previous Year RS. Rs.12,500/-) towards payment of dividend to NRI shareholders. DIRECTORS:

Shri Thakarshibhai M. Patel and Shri Ghanshyambhai D. Kewadia, Directors of the Company retire by rotation and being eligible offer themselves for the reappointment at the ensuing annual general meeting. You are requested to appoint Directors.

DEMATERIALISATION OF SHARES:

To provide better and smooth services to the shareholders, the Company's Equity shares are made available for dematerialization in electronic form in the Depository System operated by National Securities Depository Limited (NSDL) and Central Depository Services (India) Ltd. (CDSL).

In order to avail this service, shareholders, who have not yet converted their shares in dematerialized form, are advised to dematerialize the shares in the electronic form as quickly as possible.

CORPORATE GOVERNANCE:

As per Clause 49 of the Listing Agreements with the Stock Exchange, the report of the Corporate Governance and the Certificates of the Managing Director and Auditors of the Company in respect of compliance thereof are appended here to and form part of this report.

INSURANCE:

The assets of the Company are adequately insured against various risks.

AUDITORS:

You are requested to appoint auditors from the conclusion of ensuing Annual General Meeting up to conclusion of next Annual General Meeting and fix their remuneration. Present auditors M/s. B. A. Rajpara & Co. are eligible for reappointment and have confirmed their re- appointment, if made shall be within the limits of Section 224(1B) of the Companies Act, 1956.

COST AUDIT:

The Ministry of Corporate Affairs has ordered Cost Audit under S. 233 B of the Companies Act, 1956 from 1st April, 2012 through Cost Audit Order No. 52/26/CAB-2010 dated 24th January 2012. Accordingly, Company has appointed Shri V. H. Shah as Cost Auditor for F. Y. 2012-13.

APPRECIATION:

The Board place on record the appreciation of the sincere and devoted services rendered by all the employees and the continued co- operation and confidence of shareholders. The Board expresses their sincere thanks to the Punjab National Bank, Government and Semi Government Authorities and all other well wishers for their support and contribution towards the growth of the Company.

on behalf of Board of Directors

FOR, VIKRAM THERMO (INDIA) LIMITED

Registered Office :

101,Classic Avenue, Opp. Sales India,

Ashram Road, Ahmedabad - 380009 CHIMANBHAI K. PATEL

Date : 6th August 2012 CHAIRMAN


Mar 31, 2010

The directors have pleasure in submitting their Annual Report together with the Audited Statements of Accounts for the year ended on 31st March 2010.

FINANCIAL RESULTS

The financial results are as under: 2009-2010 2008-2009

Turn over 205,286,110 171,858,277

Profit before Tax 30,375,907 22,978,589

Provision for Taxation: 10,373,124 8,423,822

Profit after Tax 20,002,783 14,554,767

Balance Brought Forward 29,214,535 21,891,095

Balance profit available for 49,217,317 36,445,862

Appropriation. ========== ==========

APPROPRIATIONS

General Reserves 1,000,000 700,000

Proposed Dividend 5,582,570 5,582,570

Provision for Dividend Tax 948,758 948,758

Balance carried to Balance Sheet 41,685,989 29,214,534

49,217,317 36,445,862 =========== ===========

DIVIDEND

Your directors are pleased to recommend payment of dividend @ 10% (Previous year also 10%) on the paid up Equity Share Capital of the Company. Your directors feel that members will appreciate the same. The dividend payout will result in a total outflow of Rs.65,31,328/- (Previous Year Rs. 65,31,328/-).

OPERATIONS

During the year under report, your Company continued to achieve good results. The turnover of the Company has increased to Rs. 20,52,86,110/- (Previous Year Rs. 17,18,58,277/-) which reflects more than 19% rise. The gross profit has also increased from Rs. 2,29,78,589/- to Rs. 3,03,75,907/- which reflects sound performance of the Company. Though the economic situation in the country as a whole, was not satisfactory, your directors have left no stone unturned for upliftment of the Company. Members will appreciate that the Company is gradually marching towards sound progress and prosperity.

FIX DEPOSIT

The Company has not accepted any deposit as per the provisions of the Section 58 - A of the Companies Act, 1956.

GRATUITY

The Company has already established a Group Gratuity Fund for the benefit of the employees of the company. The Group policy has been taken with Life Insurance Corporation of India (Pension and Gratuity Fund Scheme). During the year contribution amounting to Rs. 2,62,093/- was made towards this fund (Previous year Rs. 2,71,975/- ).

PARTICULARS OF THE EMPLOYEES

There is no employee who is in receipt of remuneration exceeding the limit specified under Section 217 (2A) of the Companies Act, 1956.

POLLUTION AND ENERGY CONSERVATION

Pursuant to Section 217(1) (e) of the companies Act., 1956 the information required in respect of pollution and energy conservation is given in the Annexure enclosed to this report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors Responsibility Statement, it is hereby confirmed that:

I. In the preparation of the accounts for the financial year under report, the applicable accounting standards have been followed along with proper explanation relating to material departures.

II. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at the end of the financial year under report, and of the profit of the Company for the year under review.

III. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

IV. The Directors have prepared the annual accounts of the company on a going concern basis.

FOREIGN EXCHANGE EARNING AND OUTGO

During the year Company has earned foreign exchange of US $ 1,92,249/- (Previous Year US $ 1,23,375/-) amounting Rs.85,48,271/- (Previous year Rs.50,92,456/-) on FOB basis against export sales.

The Company has not spent any foreign exchange during the year on R& D Chemical expenses (previous year US $ 463 i.e. Rs. 24136/-) & has spent US $ 6451/- i.e. Rs. 303650/- (Previous year US $ 16822/- amounting Rs.718880) on sales commission.

During the year foreign exchange amounting to Rs. 89,00,302/- (Previous year Rs.1,06,16,794) is remitted for import of raw materials on CIF basis.

During the year Company has also remitted US $ 270.67 (Previous Year US $ 520/-) amounting to Rs.12,800/- (Previous Year RS. Rs.25,350/-) towards payment of dividend to NRI shareholders.

DIRECTORS:

Shri Ambalal K. Patel and Shri Ketanbhai C. Patel, Directors of the Company retire by rotation and being eligible offer themselves for the reappointment at the ensuing annual general meeting. You are requested to appoint Directors.

REAPPOINTMENT OF SHRI D. K. PATAEL AS MANAGING DIREACTOR.

Shri Dhirajbhai K. Patel, Managing Director, was reappointed by the Board for further period of three years from 26th September, 2009, on the terms and conditions as stated in the Notice convening the Annual General Meeting. The reappointment is subject to your approval.

APPOINTMENT OF SHRI C. K. PATEL AS EXECUTIVE DIRECTOR.

Shri Chimanbhai K. Patel, is the Chairman and Technical Advisor of the Company. The Board have decided to appoint him as an Executive Director (Technical), for the period of five years from 1st August, 2010, on the terms and conditions as stated in the Notice convening the Annual General Meeting. The appointment is subject to your approval.

DEMATERIALISATION OF SHARES:

To provide better and smooth services to the shareholders, the Companys Equity shares are made available for dematerialization in electronic form in the Depository System operated by National Securities Depository Limited (NSDL) and Central Depository Services (India) Ltd. (CDSL)

In order to avail this service, shareholders, who have not yet converted their shares in dematerialized form, are advised to dematerialize the shares in the electronic form as quickly as possible.

CORPORATE GOVERNANCE:

As per Clause 49 of the Listing Agreements with the Stock Exchange, the report of the Corporate Governance and the Certificates of the Managing Director and Auditors of the Company in respect of compliance thereof are appended here to and form part of this report.

INSURANCE:

The assets of the company are adequately insured against various risks.

AUDITORS:

You are requested to appoint auditors from the conclusion of ensuing Annual General Meeting up to conclusion of next Annual General Meeting and fix their remuneration. Present auditors M/s. B. A. Rajpara & Co. are eligible for reappointment and has confirmed their re-appointment, if made shall be within the limits of Section 224(1B) of the Companies Act,1956.

APPRECIATION:

The Board place on record the appreciation of the sincere and devoted services rendered by all the employees and the continued co-operation and confidence of shareholders. The Board expresses their sincere thanks to the Punjab National Bank, Government and Semi Government Authorities and all other well wishers for their support and contribution towards the growth of the Company.

on behalf of Board of Directors

FOR, VIKRAM THERMO (INDIA) LIMITED

Registered Office :

101,Classic Avenue,

Opp. Sales India, Ashram Road,

Ahmedabad - 380009 CHIMANBHAI K. PATEL

Date: 29th July, 2010 CHAIRMAN

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