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Directors Report of Ador Fontech Ltd.

Mar 31, 2018

The Directors are delighted to present the 43rd Annual Report on the business operations of the Company and the financial statements for the year ended March 31, 2018.

At the outset, the year 2017-18 will remain historic with the introduction of GST (Goods and Services Tax), which subsumes many of the indirect tax legislations, thereby enabling simplified structures and easier compliances. Coupled with this, in terms of the mandate of the Ministry of Corporate Affairs and Listing Requirements, the financial statements for the year ended March 31, 2018 have been prepared in accordance with the Indian Accounting Standards (Ind-AS) notified under Section 133 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014. The estimates and judgements relating to the financial statements are made on a prudent basis, so as to reflect in a true and fair manner, the form and substance of transactions and reasonably present the Company''s state of affairs as at March 31, 2018 besides profits and cash flows for the year ended on that date.

FINANCIAL HIGHLIGHTS Rupees In Lakhs

Details	Standalone		Consolidated
Details	2017-18	2016-17	2017-18	2016-17
Revenue	15,474	14,890	15,602	14,924
EBITDA*	1,728	1,635	1,535	1,413
Finance cost/Interest	-	-	15	12
Depreciation	302	326	346	376
Operating Profit	1,426	1,309	1,174	1,025

*EBITDA - Earnings before interest, tax, depreciation and amortisation

DIVIDEND

The Directors are happy to recommend a dividend of Rs. 3/- (rupees three only) per share, being one hundred and fifty percent and same as in the previous year.

TRANSFER TO RESERVES

The Directors propose to transfer rupees one crore, same as in the previous year to the General Reserve.

REVIEW OF BUSINESS OPERATIONS

Standalone

During the first quarter of the financial year, there was deferment of revenue, with most customers and dealers opting to take a very conservative approach during the transition phase to the Goods and Services Tax (GST). Nonetheless, to a great extent this was made up in the balance of the quarters and the Company surpassed its previous yearâs achievement, both in terms of revenue and profitability.

Further, the economy has begun to rebound and it is hoped that it may have a positive impact on the business of the Company, besides internal improvement measures such as upgradation of Enterprise Resource Management (ERM) and robust Performance Management System (PMS), are believed to provide enhanced value addition to ensure long term sustained development and growth.

Consolidated

There has been a reasonable enhancement in the growth of 3D Future Technologies Private Limited (3DFT).

The business has expanded geographically and also in terms of the number of orthodontist associates. The total investment in equity in 3D Future Technologies Private Limited stood at rupees six crores and fifty lakhs as at March 31, 2018 of which rupees two crores and fifty lakhs was funded by Ador Fontech Limited during the financial year 2017-18. The Company has also provided lien mark on its investments to facilitate 3DFT to manage its working capital and remain self-sustaining.

DISINVESTMENT OF DORMANT BUSINESS UNITS

The Company owned three units/galas in Ashok Service Industrial Estate, Mumbai. The place where the units were situated was not congenial for business operations and hence the Company had to re-locate its divisional operations to a new business centre. The existing three non-operational/dormant business units/galas admeasuring 300 sq.ft. each were sold for rupees one crore and thirty nine lakhs and profit thereon has been accounted under âother incomeâ. Details of transactions being in compliance of Section 179 and 180 of the Companies Act, 2013 and within the permissible limits of the Board (with investment being less than twenty percent of the net-worth of the Company), information was disseminated through the BSE portal under corporate announcement, vide Regulation 30 of SEBI (LODR) Regulations, 2015 dated December 2, 2017 before undertaking the transactions.

BOARD AND ITS COMPOSITION

The current policy is to have an appropriate mix of Executive and Independent Directors with distinctiveness in the functions of governance and management. At present, there are six Members on the Board.

Amongst the Non- Executive Directors, three of them are Independent and one woman Director. They represent varied fields of eminence including legal, marketing, technical, organisational development etc.

The Board and Audit Committee had met six times while Stakeholder Relationship Committee, Corporate Social Responsibility Committee, Management Development, Nomination and Remuneration Committee had met five times during the financial year 2017-18.

As required under the provisions of sub-section (3) of Section 178 of the Companies Act, 2013, the Company has adopted policies for Directorâs appointment and remuneration.

DIRECTORSâ RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013 the Directors affirm the following:

- In the preparation of Annual Accounts, the applicable accounting standards have been followed, along with proper explanations relating to material departures, if any.

- The Directors have selected applicable accounting policies and applied them consistently, as also have made judgements and estimates that are reasonable and prudent, to give a true & fair view of the state of affairs as at the end of the financial year and of the profits of the Company for that period.

- The Directors have taken proper and sufficient care:

(i) for maintenance of adequate accounting records in accordance with the provisions of the Companies Act.

(ii) for safeguarding the assets of the Company.

(iii) for preventing/detecting fraud and other irregularities.

- The Directors have prepared annual accounts on a going concern basis.

- The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls in the opinion of the Board are adequate.

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

DIRECTORS

- Indebted to the Company, its holding, subsidiary or associate company or their Promoters or Directors.

- Have given any guarantee or provided any security in connection with the indebtedness of any third person to the Company, its holding, subsidiary or associate company or their Promoters or Directors, at any time during the preceding financial years or during the current financial year.

DETAILS OF CHANGES IN DIRECTORS AND/OR KEY MANAGERIAL PERSONNEL

There were no changes in the Board during the financial year 2017-18.

AUDIT COMMITTEE RECOMMENDATIONS

The Board has accepted all the recommendations of the Audit Committee and hence no further explanations have been provided for in this Report.

PERFORMANCE EVALUATION

The policy and procedure of evaluation is categorised into two folds:

- Board and its Members

- Employees of the Company

Evaluation of the Board is undertaken in terms of achievement of set agreed targets comprising amongst others:

(i) Business strategies

(ii) Corporate budget

(iii) Capital expenditure

(iv) Performance of products

(v) Committee wise reviews

(vi) Other financial and business parameters

Each of the Board Member contribute in terms of their expertise and undertake think-tank-measures for organisational development, legal and compliance requirements, development of wholly owned subsidiary etc. The Board is confident that collectively and individually best possible efforts have been drawn.

Senior management of the Company and all other employees including shop floor personnel have been covered under the gamut of Performance Management System (PMS). This encompasses setting of corporate goals at the beginning of the year and synchronising corporate goals with departmental and individual goals. At the end of the year appraisal is conducted and percentage performance is arrived, which is mapped to a band and based on the band, compensation gets determined. The whole process is devoid of any bias and employees are provided freedom to work with their role and goal congruence aligned.

INTERNAL CONTROL SYSTEMS

The Company has in place well defined and adequate internal controls including financial controls commensurate with the size of the Company and the same has been operating effectively. The policies and procedures have been designed to ensure proper and efficient conduct of business, safeguarding of assets, prevention and detection of frauds and errors, as also accuracy and completeness of accounting records and timely preparation of reliable financial information. The Company has appointed external Auditors to conduct internal audits. Observations emanating from the reports are discussed, analysed and solutions are facilitated by the Board and Management team through - Plan, Do, Check and Act - approach. Further, the Statutory Auditors have also carried out an audit and their report on internal financial controls forms part of the Annual Report.

AUDITS

Statutory Audit

In respect of the financial year 2017-18, there are no qualification(s) or reservation(s) or adverse remark(s) or disclaimer(s) specified in the audit reports. Hence explanations or comments on the same do not become applicable.

Secretarial Audit

The Secretarial Audit Report for the financial year 2017-18 forms part of the Annual Report.

Cost Audit

The Company maintains cost accounting records and has cost control measures in place. As per best practices, the Company suo motto ensures conduct of cost audit.

Internal Financial Controls

Quarterly audits at the corporate, manufacturing units and major business locations are being conducted to ensure internal financial controls are adhered effectively.

During the year under review, neither the Statutory Auditors nor the Secretarial Auditor has reported to the Audit Committee under Section 143(12) of the Companies Act, 2013 any instance of fraud committed against the Company by its officers or employees, the details of which need to be mentioned in the Boardâs report.

AUDITORS

Statutory Audit

The Board recommends ratification of appointment of Statutory Auditors, M/s. Srinivas and Subbalakshmi, Chartered Accountants (Firm Registration No. 011350S), having office at No. 237, 2nd cross, Cambridge Layout, Halasuru, Bengaluru 560 008. Further, the audit firm in compliance of law, has consented to continue with the assignment.

Secretarial Audit

The Board has appointed Ms. Manjula Narayan, Company Secretary (ACS Membership No. 28374 & CP No.10150), having office at No.22/A, 4th Cross, Venkateshwara Theatre Road, Devasandra, Krishnarajapuram, Bengaluru - 560 036 as the Secretarial Auditor of the Company for the financial year 2018-19.

Cost Audit

M/s. Rao, Murthy and Associates, Cost Accountants (Firm Registration No. 000065) having office at 23/33 Surveyorâs Street, Basavanagudi, Bengaluru 560 004 have been appointed as the Cost Auditor and resolution for ratification of remuneration have been placed before the Members.

JOINT VENTURE AND SUBSIDIARY

In terms of intimation provided to the (i) Stock Exchange vide Regulation 30 of SEBI (LODR) Regulations, 2015 dated January 30, 2017.

(ii) Ministry of Corporate Affairs/Registrar of Companies â MGT-14 â SRN G52452992 and

(iii) As informed in the Annual Report of 2016-17, the Company has started the process of exiting from the joint venture â Dualrank Fontech (M) Sdn. Bhd. To reiterate, the exit was essential to stop further and future recurring losses as also to focus on the Indian market, where potential is on an uphill. The process of exit is expected to be completed during the financial year 2018-19. On closure, the Company will file necessary documents, subject to the consent of the Board, with the Reserve Bank of India, which had facilitated investment under automatic approval route, in terms of unique identification number (UIN BGJAZ20120643). It may also be pertinent to note that as per Ind-AS fair value requirements, the Company has already provided for in its books of accounts towards equity (rupees seventy six lakhs) and loan including interest (rupees two hundred and nine lakhs), thereby ensuring that implication of financial requirements has been fully addressed. Further, with neither controlling interest nor an investment proposition subsisting as at the beginning of the financial year, consolidation of accounts has not been warranted.

As far as 3D Future Technologies Private Limited (3DFT), a strong base has been set and it is deemed that in the world over, 3D printing will be the in-thing of the future and the Company deems that it has an early advantage of entry in to this segment. To recapitulate, 3DFT has been formed as a Private limited company (CIN U74999MH2015PTC261114) with entire contribution to equity subscribed by Ador Fontech Limited, in terms of Section 179(3)(h)) read with sub-clause (e) of the Companies Act, 2013. Further, in terms of Section 179(3)(f) read with the Companies (Meetings of the Board and its Powers) Rules, 2014; the Company has provided lien by way of guarantee to the borrowings effected by 3DFT, of which charge has been registered with the Ministry of Corporate Affairs (MCA) vide ID no. 100038046 dated Oct 29, 2015 in favour of the HDFC Bank Limited.

PRODUCTS

The Companyâs products are manufactured to international standards with adherence to quality systems and marketed under registered trade marks (TM).

FIXED DEPOSITS

The Company has not accepted fixed deposits and as such no amount was outstanding as on the date of the Balance Sheet.

LIQUIDITY

During the last few years, the Company has been funding 3D Future Technologies Private Limited in tranches, besides serving its own capex requirements. Further, all efforts are being made to ensure that debtors collection remains speeded up and payment towards its suppliers and creditors are maintained well on time. As always, the Company has endeavoured to maintain annual employee compensation by way of investment in fixed deposits and investments in mutual funds are earmarked for dividend payout and funding towards capital expenditure.

PARTICULARS OF LOANS, GUARANTEE AND INVESTMENTS

In the financial year 2017-18, the Company made an equity investment of rupees two crores and fifty lakhs in its wholly owned subsidiary â 3D Future Technologies Private Limited.

Inter-corporate-deposit (ICD) to Ador Powertron Limited (APL) was facilitated during the year, of which principal along with interest was duly repaid. The reckoning of interest was a clear four percent above the bank rate and safety of investment was covered through legal documentation, entailing rights over the assets of APL next only to their bankerâs charge. Details of ICD was duly filed with the Registrar of Companies/Ministry of Corporate Affairs vide SRN G52452992 dated September 8, 2017.

Further, while details about APL are available on the website, it may be pertinent to state that APL is into digital electronics. They are a leading manufacturer of high voltage rectifier and transformer sets, power solution provider and design customised equipment. They have been in operation since 1995. The purpose for which ICD was requested by APL was to bridge finance their short term working capital requirements.

Note: Aggregate of investments and loans provided are within the powers and limits specified under Section 179, 185 and 186 of the Companies Act, 2013.

TRANSACTIONS WITH RELATED PARTIES

Transactions with related parties are in the ordinary course of business and on an armâs length basis. The same is based on legal opinion(s), approval/ratification of the Audit Committee (on a quarterly basis) and subject to the compliance of transfer pricing requirements.

Details of related parties and transactions executed in aggregate with them during the financial year, forms part of the financial statements.

MATERIAL CHANGES, COMMITMENTS & ORDERS

There has been no significant material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year and the date of this report. There were no significant orders passed against the Company, by the Regulators or Courts or Tribunals, impacting the going concern status and Companyâs operations in the future.

EMPLOYEES AND WORKPLACE CULTURE

The Company takes pride in the commitment, competence and dedication of its employees in all areas of business operations. Industrial relations with the employees of the Company continue to be harmonious and cordial. The Company is an equal opportunity employer and consciously strives to build a work culture that promotes dignity of all employees irrespective of caste, creed, gender and socio-economic status.

The Company has vigil mechanism (whistleblower) to provide a channel to report genuine concerns about unethical behaviour, actual or suspected fraud or violation of Code of Conduct. During the financial year 2017-18 there were no grievances or complaints received in this regard.

The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations.

POLICY ON PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The Companyâs Policy on Prevention of Sexual Harassment at workplace is in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder. Internal Complaint Committee has also been set up to redress complaints received regarding sexual harassment. During the financial year 2017-18, there were no complaints received under this category. Further, the Company is committed to provide a safe and helpful work environment to all employees.

HEALTH AND SAFETY

Health and safety of every employee is one of the essential parameters of the organisation. Placards are displayed at vantage points, both in English and Vernacular, including pictorial representations to ensure awareness regarding safety. In respect of the factories/business units, the Chief Operating Officer (COO) and Plant-in-charge(s)/Unit head(s) will jointly be responsible to ensure industrial and safety law compliance(s). The Company makes available necessary health and safety equipment to its employees and there are no let or hindrance whatsoever on this account. The âHealth and Safetyâ policy also places a high personal responsibility on every individual employee of the Company at all levels to ensure safe working conditions

RISK MANAGEMENT

The Company has formulated a âRisk Management Policyâ to identify, reduce and prevent undesirable outcomes and to review past incidents and implement changes to prevent or reduce future occurrence, in the day to day operations of the Company. Some of the risks that the Company is exposed to include:

(i) Financial risks

- Risk on exchange rate fluctuations â While the Company does not have a hedging policy, it ensures that the duration between purchase and payment/remittance are kept close, thereby purchase decisions are more conscientious and need based.

- Risk of the wholly owned subsidiaryâs deferment period to become financially independent â The Company is closely monitoring the activities of 3D Future Technologies Private Limited and is facilitating steady incremental growth.

(ii) Commodity price risks

The Company is exposed to the risk of price fluctuations of raw materials as well as finished goods. The Company manages these risks proactively through purchase and inventory management besides, robust vendor development practices.

(iii) Regulatory risks

The Company is exposed to risks attached to various statutes, laws and regulations. The Company is mitigating these risks through regular review of legal compliances carried out through internal as well as external com pli ance audits.

(iv) Human resource risks

Attract and retention of new incumbents into this profession is and will be a major challenge. The HR policies and practices are constantly re-aligned to meet the requirements of both new and existing employees.

INSURANCE

The Company has sufficient insurance coverage encompassing Assets, Inventories, Transit covering movement of materials, Vehicles etc.

Generally they are all risk cover policies. Besides, the employees are also covered for Personnel accident, Workmen compensation policy and Employees deposit linked insurance. It has been a general policy of the Company to have insurance cover renewed ahead of the commencement of each financial year.

DISCLOSURES

The following reports have been annexed/appended and forms part of the Directorsâ Report:

- Management discussion and analysis report

- Corporate governance report

- Report on CSR activities (including details of activities undertaken and amount spent)

- Conservation of energy, technology absorption, foreign exchange earnings & outgo

- Particulars of arrangements/transactions made with related parties

- Particulars of employees

- Details of Subsidiary, Associates and Joint venture

All requisite policies including:

- Nomination and remuneration policy

- Extract of annual return have been duly uploaded on the website of the Company.

The web link is : âAdor Fontech Limited - Investors Info - Corporate Governanceâ (http://www.adorfon.com/corporate-governance.html)

ACKNOWLEDGEMENTS

The Board wishes to place on record their deep sense of appreciation to the contribution made by employees at all levels and also extend special thanks to all the stakeholders and various Government agencies for their continued patronage and support.

For ADOR FONTECH LIMITED

A T MALKANI

Mumbai Chairman

May 29, 2018 DIN: 01585637

Mar 31, 2017

To the Members,

The Directors hereby present the 42^nd Annual Report on the business operations of the Company and the financial statements for the year ended March 31, 2017.

1. Financial highlights (Rs. in lakhs)

Details	Standalone		Consolidated
Details	2016-17	2015-16	2016-17	2015-16
Revenue	14,890	14,707	14,922	14,713
EBITDA*	1,635	1,956	1,413	1,860
Finance cost/Interest	-	-	12	2
Depreciation	326	312	376	316
Profit before tax	1,309	1,644	1,025	1,542

*EBITDA- Earnings before interest, tax, depreciation & amortization.

2. Dividend

The Directors are happy to recommend a dividend of Rs. 3/- (Rupees three only) per share (one hundred and fifty percent).

3. Reserves and surplus

The Directors propose to transfer Rupees one crore (Previous year-Rupees two crores) to the General Reserve. Further, an approximate amount of Rupees twenty three crores (Previous year-Rupees twenty one crores) is proposed to be retained in the Surplus.

4. Review of business operations

Standalone: During the year 2016-17, there were three significant impacts (i) Slow growth (ii) Demonetization and (iii) Preparedness towards introduction of goods and service tax (GST). To a great extent these may have impacted majority of business organizations, including Ador Fontech Limited, although demonetization remained a temporary phenomena. In-spite, you will be glad to know that the Company registered increase in revenue. Going forward all efforts are being channelized to boost the performance of the Company, through incremental operational efficiencies with Information technology (IT) as a vital enabler besides thrust on human resources, particularly rationalization of teams with focus on productivity. While it is essential to scale higher, it is all the more essential to ensure that the basic tenets of business remains well insulated.

Consolidated: During the financial year, the Board vide its meeting dated January 30, 2017 decided to exit from the Malaysian venture, due to consistent-non-viability and to better channelize efforts in the local Indian market. Hence financial statements consolidated pertain to only Ador Fontech Limited and 3D Future Technologies Private Limited. The latter is still at its nascent stage and has a capital base of rupees four crores. Import of equipment - capital intensive and deployment of manpower - labour intensive, have both been the necessary payouts in the initial phase of business formation.

5. Board and its composition

The Company recognizes the importance of diverse Board with Members possessing different perspectives, skills, knowledge, etc. Further, the current policy is to have an appropriate mix of Executive and Independent Directors, maintain independence of the Board and separate its functions of governance and management.

At present, there are six Members on the Board of whom two are Executives and four are Non-Executive Directors. Amongst the Nonexecutive Directors, three of them are Independent.

They represent varied fields of eminence including legal, marketing, technical, organizational development etc.

The Board and its Committees had met four times during the financial year 2016-17.

As required under the provisions of sub-section (3) of Section 178 of the Companies Act, 2013, the Company has adopted policies for Director''s appointment and remuneration.

6. Directors'' responsibility statement

Pursuant to Section 134(5) of the Companies Act, 2013 the Directors affirm the following:

a. 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. The Directors have selected applicable accounting policies and applied them consistently, as also have made judgments and estimates that are reasonable and prudent, to give a true & fair view of the state of affairs as at the end of the financial year and of the profits of the Company for that period.

c. The Directors have taken proper and sufficient care (i) for maintenance of adequate accounting records in accordance with the provisions of the Companies Act. (ii) for safeguarding the assets of the Company. (iii) for preventing/detecting fraud and other irregularities.

d. The Directors have prepared annual accounts on a going concern basis.

e. The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls in the opinion of the Board are adequate.

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

7. Directors

Mrs. N Malkani Nagpal will retire by rotation at the ensuing Annual general meeting and is eligible for re-appointment. Further, all three Independent Directors have provided declaration that they meet the criteria of independence as provided under Section 149(6) of the Companies Act, 2013. To familiarize Independent Directors for an-hands-on experience, particularly of âLE-Services'' (Life enhancement-of industrial components/Repairs and refurbishment), the Board meetings of October and January were conducted at the Nagpur factory. Further, as part of work ethos, Senior management personnel generally make presentations about the Company''s strategy, operations, service offerings, organization structure, finance, human resources, etc. at the Board, Committee and other Review meetings.

8. Details of changes in Directors and/or Key Managerial Personnel

There were no changes in the Board during the financial year 201617 except, renewal of employment contract of the Chairman and Managing Director, being placed for the approval of Members.

Mr. P Viswanathan, who was the Vice President of the Company has been elevated at the âChief Operating Officer (COO)'' and will be responsible for Company-wide-achievement of targeted revenue and profits. Sales and Marketing functions spanning the whole of India is divided in to two Strategic Business Units (SBUs) (i) North, Central and West (ii) South I, South II and East. They will be headed by Mr. Melville Ferns and Mr. R Krishnakumar, both of them well experienced in the industry and Vice Presidents of the Organization. Further, Mr. S V Puntambekar, Vice President will head the group of LE-Services (Repairs & Refurbishment). Mr. S S Mohiuddin and Mr. P Gopa Kumar, Senior General Manager(s), will be in charge of the plant/factory & accounting operations, respectively.

It may be pertinent to state that an organizationâs growth is largely chartered by Strategy and New business initiatives, driven by Information Technology. Mr. Rajesh V Joshi, Vice President who has been with the organization for over two and half decades will head this group, with Mr. Palgun Vembar as his team member, besides the business vertical of thermal spray products and will report to the Managing Director.

9. Audit Committee recommendations

The Board has accepted all the recommendations of the Audit Committee and hence no further explanations have been provided for in this Report.

10. Performance evaluation

The evaluation of the Board, its Chairman, Individual Directors and Committees of the Board besides, Management teams were undertaken in compliance with the provisions of the Companies Act, 2013. This was done through a mixed process of reviews, presentations and one-to-one discussions. The overall results of evaluation were considered and presented by the Chairman to the Board. In turn, recommendations made by the Board were factored for implementation during the financial year 2017-18. Further, the Chairman''s performance was reviewed by Independent Directors. They have confirmed that the Chairman continues to be effective and demonstrates appropriate commitment to his role, particularly in terms of spearheading long and short term strategies.

11. Internal Control Systems

12. Audits

Statutory Audit: In respect of the financial year 2016-17, there are no qualification(s) or reservation(s) or adverse remark(s) or disclaimer(s) specified in the Audit reports. Hence explanations or comments on the same do not become applicable.

Secretarial Audit: The Secretarial audit report for the financial year 2016-17 forms part of the Annual Report.

Cost Audit: The Company maintains cost accounting records and has cost control measures in place. As per best practices, the Company had suo-motto ensured conduct of cost audit for the financial year 2016-17.

Internal Financial Controls: Quarterly audits at the Corporate, manufacturing units and major business locations are being conducted to ensure internal financial controls are adhered effectively.

13. Auditors

Statutory Audit: M/s. Amarnath Kamath and Associates retire at the conclusion of the ensuing Annual General Meeting. Hence, the Board recommends appointment of M/s. Srinivas and Subbalakshmi, Chartered Accountants (Firm registration no. 011350S), having office at no. 237, 2^nd cross, Cambridge Layout, Halasuru, Bengaluru 560 008 for conducting the Statutory Audit.

Secretarial Audit: The Board has appointed Ms. Manjula Narayan, Company Secretary (ACS Membership No. 28374 & CP No.10150), having office at No.22/A, 4^th Cross, Venkateshwara Theatre Road, Devasandra, Krishnarajapuram, Bengaluru 560 036 as the Secretarial Auditor of the Company for the financial year 2017-18. Cost Audit: M/s. Rao, Murthy and Associates, Cost Accountants (Firm registration No. 000065) having office at 23/33 Surveyor''s Street, Basavanagudi, Bangalore 560 004 have been appointed as the Cost Auditor and resolution for ratification of remuneration have been placed before the Members .

14. Joint venture and subsidiary

Even after six years, there seemed to be no turnaround from the Joint Venture and after weighing all pros and cons, the Board finally decided to exit and served a legal notice for recovery of loan and interest. Thereafter, mutual consultative processes are on between the venture organizations and in all likelihood, it may take some time for the entire process to conclude. However, based on conservative principles, the Company has started to make provisions in its books of account, equivalent to rupees five lakhs per month aggregating to rupees fifteen lakhs per quarter, effective from the third quarter of the financial year.

15. Products

The Company''s products are manufactured to international standards and marketed under registered trade-marks. Products in whole or in categories are certified/approved by TUV, DNV & NPCIL.

16. Fixed deposits

The Company has not accepted fixed deposits and as such no amount was outstanding as on the date of the Balance Sheet.

17. Liquidity

Working capital of the Company has been on an increase in the recent. Nonetheless, business of Ador Fontech Limited is primarily in the B2B segment and more oriented towards public sector undertakings and large business conglomerates. While there may be some possible delays, reliability in collection remains intact.

During the financial year 2017-18, outgo on account of capex besides working capital are envisaged to increase over the previous year, as also maintenance of funding for its wholly owned subsidiary. In view of the same, a slight reduction in dividend payout, has been recommended by the Board, being reduction of fifty paise per equity share (Current year dividend recommended is one hundred and fifty percent as against previous year of one hundred and seventy five percent). Further, a fair dividend payout has been maintained with conservation of fixed deposits as a hedge towards annual employee compensation, which remains a well established policy of the Company.

18. Particulars of loans, guarantee and investments

In the financial year 2016-17, the Company made an equity investment of rupees two crores in its wholly owned subsidiary. 3D Future Technologies Private Limited (3DFT) in turn has made a step down investment in âCentre for Technology Assisted Reconstructive Surgery Private Limited'' (CTARS) which facilitates 3D designing and printing aligned to health care for rupees fifty lakhs.

It may also be pertinent to note that Ador Fontech Limited had facilitated lien on its mutual fund investments to ensure availability of credit to 3DFT. As at March 31, 2017 the subsidiary had utilised rupees two hundred and twenty four lakhs as against rupees eighty six lakhs in the previous year.

Further, investments (current and non-current) besides bank and corporate guarantees (towards financial and performance) have been quantified as part of the Standalone Financial Results.

19. Transactions with related parties

Transactions with related parties are in the ordinary course of business and on an arms length basis. The same is based on legal opinion(s), approval/ratification of the Audit Committee (on a quarterly basis) and subject to the compliance of transfer pricing regulation and audit.

20. Material changes, commitments and orders

21. Employees and work place culture

As has been in the past, industrial relations with the employees of the Company continue to be harmonious and cordial. The Company is an equal opportunity employer and consciously strives to build a work culture that promotes dignity of all employees including women employees at workplace. The Company has vigil mechanism (whistle blower) to provide a channel to report genuine concerns about unethical behaviour, actual or suspected fraud or violation of Code of Conduct .

The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations.

22. Health and safety

Health and safety (H&S) of employees and all stakeholders is an overarching value for the organization. Placards are displayed at vantage points, both in English and Vernacular, including pictorial representations to ensure awareness regarding safety. In respect of the factories/business units, the Plant-in-charge(s)/Unit head(s) will in particular be responsible to ensure compliance(s) and they are mandated to conduct periodic checks and training. The âH and S'' policy also places personal responsibility on every individual employee of the Company at all levels to ensure safe working conditions (i) for themselves (ii) in their respective work areas (iii) customer/supplier locations and (iv) while on business travel.

23. Risk management

The Company has formulated a âRisk Management Policy'' to identify, reduce and prevent undesirable outcomes and to review past incidents and implement changes to prevent or reduce future incidents, in the day to day operations of the Company. This involves reviewing operations in detail, identifying potential risks and likelihood of their occurrence, adopting and implementing techniques to avoid and mitigate the impact of risks.

24. Insurance

The Company has sufficient insurance coverage on all its assets. It has been a general policy to have insurance cover renewed ahead of the commencement of financial year.

25. Disclosures

The following reports have been annexed/appended and forms part of the Directors'' Report (i) Management discussion and analysis report (ii) Corporate governance report (iii) Report on CSR activities including policy, amounts spent & reasons for shortfall in spend (iv) Nomination and remuneration policy (v) Extract of annual return (vi) Conservation of energy, technology absorption, foreign exchange earnings & outgo (vii) Particulars of arrangements made with related parties and (viii) Particulars of employees.

26. Acknowledgements

The Board of Directors thank the Shareholders, Authorized Dealers, Channel Partners, Overseas and Inland Business Associates, Bankers and the various Government agencies for their continued patronage and support. The Board extends special appreciation to the contribution made by employees at all levels.

On behalf of the Board

For Ador Fontech Limited

A T Malkani

Mumbai Chairman

May 08, 2017 DIN: 01585637

Mar 31, 2016

To the Members,

The Directors have pleasure in presenting the 41^st Annual Report and the Audited Statement of Accounts for the year ended March 31, 2016.

1. Financial highlights (Rs. in lakhs)

Details	Standalone		Consolidated
Details	2015-16	2014-15	2015-16	2014-15
Revenue	14,707	14,156	14,893	14,342
EBITDA	1,956	2,360	1,822	2,342
Depreciation	312	355	325	363
Profit before tax	1,644	2,005	1,497	1,979
Provision for tax	607	670	612	670
Profit after tax	1,037	1,335	885	1,309

2. Dividend

The Directors are happy to recommend a dividend of Rs. 3.50 (Rupees three and paise fifty only) per share (One hundred and seventy five percent-same as in the previous year).

3. Reserves and surplus

The Directors propose to transfer Rupees two crores (Previous year-Rupees four crores) to the General Reserve. Correspondingly, an approximate amount of Rupees twenty one crores (Previous year -Rupees twenty crores) would be retained in the Surplus.

4. Review of business operations

Performance highlights: During the year, the Company established a state-of-the art ''Thermal Spray Coating'' services/facilities at Nagpur. This will enable the Company to provide turnkey solutions to thermal spray coating challenges. The capex involved was rupees two and half crores, entirely funded through internal accruals. Standalone: In spite of tough economic and market conditions, the Company registered growth in revenue. Going forward, if the performance of the core sector industries significantly improves, it will surely enable the Company to rebounce with quantum leap in all parameters of business operations.

Consolidated: Consolidated Financial Statements pertain to Ador Fontech Ltd., Dualrank Fontech (M) Sdn. Bhd. (Joint venture) and 3D Future Technologies Pvt. Ltd. (3DFT-Wholly owned subsidiary). As far as 3DFT is concerned, it commenced operations in the middle of the calendar year 2015 with focus on medical products. Infrastructure requirements have been established, an initial team of ten employees have come on board and the first 3D printer has been installed in Mumbai. The dental range of 3D printed products, will be sold under the brand name ''Flash'' and is expected to enter the market by August 2016. 3DFT will strive to achieve break even position within the next two years.

5. Board and its composition

The Company recognizes the importance of diverse Board with Members possessing different perspectives, skills, knowledge etc. Further, the current policy is to have an appropriate mix of Executive and Independent Directors, maintain independence of the Board and separate its functions of governance and management. At present, there are six Members on the Board of whom two are Executive and four are Non-Executive Directors. Amongst the Non-Executive Directors, three of them are Independent. They represent varied fields of eminence including legal, marketing, technical, organizational development etc. The Board and its Committees had met four times during the financial year 2015-16.

6. Directors'' responsibility statement

The Board of Directors of the Company hereby confirm that:

a. 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. The Directors have selected applicable accounting policies and applied them consistently, as also have made judgements and estimates that are reasonable and prudent, to give a true and fair view of the state of affairs as at the end of the financial year and of the profits of the Company for that period.

d. The Directors have prepared annual accounts on a going concern basis.

e. The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls in the opinion of the Board are adequate.

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

7. Directors

Mrs. N Malkani Nagpal will retire by rotation at the ensuing Annual General Meeting and is eligible for re-appointment. Further, all three Independent Directors have provided declaration that they meet the criteria of independence as provided under Section 149(6) of the Companies Act, 2013 and comply with Regulation 25 of SEBI (LODR).

8. Details of changes in Directors and/or Key Managerial Personnel

There were no changes in the appointment or resignation of the Board and Key Managerial Personnel. In the Board meeting held on Oct 30, 2015 Mr. A T Malkani took over as the Chairman. Further, the Board placed on record the exemplary work of Mrs. N Malkani Nagpal.

9. Board evaluation

The Company has conducted a formal annual performance evaluation of the Board of its own performance including its Committees, Individual Directors & Senior Management Executives. Detailed manner of evaluation has been explained in the Corporate Governance Report.

10. Audits

Statutory Audit: In respect of the financial year 2015-16, there are no qualification(s) or reservation(s) or adverse remark(s) or disclaimer(s) specified in the Audit reports. Hence explanations or comments on the same do not become applicable.

Secretarial Audit: The Secretarial audit report forms part of the Directors'' Report & there are no adverse remarks expressed therein. Cost Audit: As per regulations and confirmation by the erstwhile Cost Auditor, it is not mandatory for the Company to have cost audit undertaken as revenues from business segments warranting cost audits are within threshold limits. Nonetheless, as per best practice, the Company maintains cost accounting records and has cost control measures in place, besides ensuring conduct of cost audits by external qualified Cost Auditors, year on year.

Internal Financial Controls: In house quarterly audits and annual external audits are conducted to ensure that internal financial controls are adhered and function effectively.

11. Auditors

Statutory Audit: At the Annual General Meeting held on August 20, 2014, M/s. Amarnath Kamath and Associates, Chartered Accountants, were appointed as Statutory Auditors of the Company to hold office till the conclusion of the Annual General Meeting to be held in the calendar year 2017. In terms of the first proviso to Section 139 of the Companies Act, 2013, the appointment of Auditors shall be placed for ratification at every Annual General Meeting. Accordingly, the appointment of M/s. Amarnath Kamath and Associates, as Statutory Auditors of the Company, is placed for ratification of the Shareholders. In this regard, the Company has received a certificate from the Auditors to the effect that if they are re-appointed, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013.

Secretarial Audit: The Board has appointed Ms. Manjula Narayan (ACS Membership No. 28374 & CP No.10150), Practicing Company Secretary having office at No. 22/A, 4^th Cross, Devasandra, Krishnarajapuram, Bengaluru-36 as Secretarial Auditor for 2016-17. Cost Audit: M/s. Rao, Murthy and Associates (Firm Registration No. 000065) having office at 23/33 Surveyor''s Street, Basavanagudi, Bengaluru-04, have been appointed as Cost Auditors for 2016-17.

12. Joint venture and subsidiary

Wholly owned subsidiary - 3D Future Technologies Private Limited

The Company had infused additional investment of rupees one crore during the financial year 2015-16 in 3DFT aggregating its capital contribution to rupees two crores. The wholly owned subsidiary has utilized the same towards purchase of fixed asset, primarily an imported 3D printer which is a pre-requisite for its functioning. Further, the Company has also provided lien on its mutual fund investments as security to enable 3DFT to meet its working capital requirements. The rationale is to support 3DFT at its nascent stage, but at the same time external funding and servicing of debt will ensure that 3DFT maintains financial prudence and discipline, with mandated prior approval(s) from the parent company at each threshold limits of rupees fifty lakhs over and above an initial utilization of rupees two crores. The Company has filed requisite documents in this regard with the Registrar of Companies. The current utilization of overdraft facility by 3DFT as on March 31, 2016 is rupees eighty six lakhs.

Joint venture-Dualrank Fontech (M) Sdn. Bhd.

The Company has made provision for diminution in the value of investment of rupees seventy six lakhs as a matter of conservative approach and to take care of any contingencies, as the Malaysian Auditors'' have expressed reservations on the going concern status of the venture. With initial gestation period of five years complete, the Company is closely monitoring and evaluating the functioning of the joint venture in terms of project viabilities and future sustenance.

13. Products

The Company''s products are manufactured to international standards and marketed under registered trade-marks.

14. Fixed deposits

The Company did not accept fixed deposits during the year.

15. Liquidity

While the Company continues to be debt-free, working capital of the Company has been on an increase in the recent. Concerted efforts are being made to reduce enhanced cycle time from procurement of raw materials to debtor''s collection. As in the past, amount requisite for payment towards employeeâs compensation, creditors and dividend are being maintained in the form of investments/bank deposits to suffice one financial year''s requirement.

16. Particulars of loans, guarantee and investments

During the financial year, the Company had provided inter-corporate-deposits (ICD) to its Associate, Ador Powertron Limited. Prior to extending this facility, the Company had sought legal opinion that it shall be within the compliance of legislative provisions. The ICD including interest has been repaid in full as at March 31, 2016. Further, the Company had also provided loans in tranches during the year, to Dualrank Fontech (M) Sdn. Bhd. amounting to Rs. 25 lakhs to tide over its working capital requirements, with an approximate equivalent contribution coming in from Duralrank (M) Sdn. Bhd.

17. Transactions with related parties

Transactions with related parties are in the ordinary course of business and on an arms length basis. The same is based on legal opinion(s), approval/ratification of the Audit Committee (on a quarterly basis) and subject to compliance of transfer pricing regulations and audit.

18. Material changes, commitments and orders

19. Risk management

The Company has in place risk management framework, to analyse and manage various financial and non-financial risks. Most of the strategic policy decisions are facilitated through consultative process of the top Management team. The Board further states that there are no elements of risks which threaten the existence of the Company.

20. Insurance

The Company has sufficient insurance coverage on all its assets. They are renewed on time.

21. Employees

As has been in the past, the industrial relations with the employees of the Company continue to be harmonious and cordial. The Company has Vigil mechanism/Committees in place to prevent harassment and redress grievances, if any.

22. Disclosures

The following reports have been annexed/appended and forms part of the Directors'' Report. (i) Management discussion and analysis report (ii) Corporate governance report. (iii) Report on CSR activities including policy, amounts spent & reasons for shortfall in spend. (iv) Nomination and remuneration policy, (v) Extract of annual return. (vi) Conservation of energy, technology absorption, foreign exchange earnings and outgo. (vii) Particulars of arrangements made with related parties. (viii) Particular of employees. (ix) Secretarial audit report.

23. Acknowledgements

The Board of Directors thank the Shareholders, Authorized Dealers, Channel Partners, Overseas and Inland Business Associates, Bankers and the various Government agencies for their continued patronage and support. Further, wish to place on record special appreciation to the contribution made by employees at all levels.

On behalf of the Board

For Ador Fontech Limited A T Malkani

Mumbai Chairman

May 09, 2016 DIN: 01585637

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the 40th Annual Report and the Audited Statement of Accounts for the year ended March 31,2015.

1. Financial highlights (Rs. in lakhs)

Standalone Consolidated Details 2014-15 2013-14 2014-15 2013-14

Revenue 14,156 14,211 14,342 14,333

EBITDA* 2,360 2,281 2,342 2,231

Interest - - - -

Depreciation 355 280 363 283

Profit before tax 2,005 2,001 1,979 1,948

Provision for tax 670 724 670 724

Profit after tax 1,335 1,277 1,309 1,224

* Earnings before interest, taxes, depreciation and amortisation

2. Dividend

The Directors are happy to recommend a dividend of Rs. 3.50 (Rupees three and paise fifty only) per share (one hundred and seventy five percent-same as in the previous year).

3. Reserves and surplus

The Directors propose to transfer Rupees four crores (Previous Year- Rupees two crores) to the General Reserve. Further, an approximate amount of Rupees twenty crores (Previous Year - Rupees eighteen crores) is proposed to be retained in the Surplus.

4. Formation of wholly owned subsidiary

A wholly owned subsidiary called '3 D Future Technologies Private Limited' with an authorised share capital of rupees five crores and an initial paid up share capital of rupees one crore was formed during the financial year 2014-15. This company will initially cater to dental health care market in three dimensional technology. It will be managed by a small and separate team, comprising the Chief Executive Officer (CEO), professionals from the medical fraternity, besides marketing/sales and administrative personnel.

5. Review of business operations

Standalone: The Company had best endeavoured to counter slow growth in the economy, particularly amongst the core sector industries. Going forward there is an euphoria of optimism that business cycle may be expected to progress towards positive polarity, which in turn would have a beneficial impact on business organisations at large. It is a matter of time and the Company is gearing up its operations with a sense of quite confidence.

Consolidated: Financial statements consolidated pertain to Ador Fontech Limited, Dualrank Fontech (M) Sdn. Bhd. (Joint venture) and 3 D Future Technologies Private Limited (Wholly owned subsidiary - incorporated on Jan 19, 2015). Both the joint venture and subsidiary are at its nascent stage and will progress on strong and steady business fundamentals. It will however, requisite couple of years to transcend, to the next level of business operations.

6. Board and its composition

The Company recognises the importance of diverse Board with Members possessing different perspective, skills, knowledge, etc. Further, the current policy is to have an appropriate mix of Executive and Independent Directors, maintain independence of the Board and separate its functions of governance and management.

At present, there are six Members on the Board of whom two are Executive and four are Non-Executive Directors. Amongst the Non- Executive Directors, three of them are Independent. They represent varied fields of eminence including legal, marketing, technical, organisational development etc.

The Board and its Committees had met four times during the financial year 2014-15.

As required under the provisions of sub-section (3) of Section 178 of the Companies Act, 2013, the Company has adopted policies for Director's appointment and remuneration.

7. Directors' responsibility statement

The Board of Directors of the Company hereby confirm that:

a. 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. The Directors have selected applicable accounting policies and applied them consistently, as also have made judgements and estimates that are reasonable and prudent, to give a true & fair view of the state of affairs as at the end of the financial year and of the profits of the Company for that period.

c. The Directors have taken proper and sufficient care (i) for maintenance of adequate accounting records in accordance with the provisions of the Companies Act. (ii) for safeguarding the assets of the Company. (iii) for preventing / detecting fraud and other irregularities.

d. The Directors have prepared the annual accounts on a going concern basis.

e. The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls in the opinion of the Board are adequate.

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

8. Directors

Mrs. N Malkani Nagpal will retire by rotation at the ensuing Annual general meeting and is eligible for re-appointment.

Mr. Rafique Abdul Malik was appointed as an Additional Director on January 30, 2015. His expertise as an entrepreneur of a reputed business organisation and professionalism by virtue of being independent, would be of immense value addition, both to the Board and the Company. The Company has also received Notice nominating the candidature of Mr. Rafique Abdul Malik as an Independent Director. The same is being placed for the approval of Members.

Further, all three Independent Directors have provided declaration that they meet the criteria of independence as provided under Section 149(6) of the Companies Act, 2013.

9. Details of changes in Directors and/or Key Managerial Personnel

During the financial year 2014-15, Mr. Rafique Abdul Malik joined the Board. There were no other changes in the Board and Key Managerial Personnel of the Company.

10. Audit Committee recommendations

The Board has accepted all the recommendations of the Audit Committee and hence no further explanation has been provided for in this Report.

11. Performance evaluation

The Company has conducted a formal annual performance evaluation of the Board of its own performance including its Committees, Individual Directors and Senior Management Executives. Detailed manner of evaluation has been explained in the Corporate Governance Report.

12. Audits

Statutory Audit: In respect of the financial year 2014-15, there are no qualification(s) or reservation(s) or adverse remark(s) or disclaimer(s) specified in the Audit reports. Hence explanations or comments on the same do not become applicable.

Secretarial Audit: The Secretarial audit report for the financial year 2014-15 forms part of the Annual Report.

Cost Audit: As per regulations and confirmation by the erstwhile Cost Auditor, it is not mandatory for the Company to have cost audit undertaken as revenues from business segments warranting cost audits are within the threshold limits. Nonetheless, as per best practices, the Company had sought valuation of inventories as at March 31,2015 from Cost Auditors, which has been factored in the financial statements. Further, the Company maintains cost accounting records and also has cost control measures in place. Internal/Commercial Audit: Quarterly audits are conducted to ensure internal financial controls are adhered & function effectively.

13. Auditors

Statutory Auditors: At the Annual General Meeting held on August 20, 2014, M/s. Amarnath Kamath and Associates, Chartered Accountants, were appointed as Statutory Auditors of the Company to hold office till the conclusion of the Annual General Meeting to be held in the calendar year 2017. In terms of the first proviso to Section 139 of the Companies Act, 2013, the appointment of Auditors shall be placed for ratification at every Annual General Meeting. Accordingly, the appointment of M/s. Amarnath Kamath and Associates, as Statutory Auditors of the Company, is placed for ratification of the Shareholders. In this regard, the Company has received a certificate from the Auditors to the effect that if they are re-appointed, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013.

Secretarial Auditor: The Board has appointed Ms. Manjula Narayan (ACS Membership No. 28374 & CP No.10150), Practicing Company Secretary as the Secretarial Auditor of the Company for 2015-16. Cost Auditor: As a matter of good governance, the Company shall undertake Cost Audit for the financial year 2015-16 and M/s. Rao, Murthy and Associates (Firm Registration No. 000065) having office at 23/33 Surveyor's Street, Basavanagudi, Bengaluru, Karnataka, will be appointed as the Cost Auditor at an acceptable remuneration.

14. Joint venture and subsidiary

The Company's investment in joint venture and subsidiary are strategic for business development in the long run and hence, no provision has been made for diminution in the value of investment, during the initial phase. Further, need based financial & operational support, duly evaluated will be rendered from time to time.

15. Fixed deposits

The Company has not accepted fixed deposits and as such no amount was outstanding as on the date of the Balance Sheet.

16. Products

The Company's products are manufactured to international standards and marketed under registered trade-marks. Products in whole or in categories are certified / approved by TUV, DNV & NPCIL.

17. Liquidity

While the Company continues to be debt-free, it is our understanding that liquidity in the Balance Sheet has to balance between earning adequate returns and the need to cover financial and business risks. The funds available with the Company have been deployed as deposits with banks, investments in mutual funds and tax free bonds to ensure a mixed blend of portfolio management.

Further, during the year 2014-15, Strategic financial planning and implementation has ensured, that the Company maintained at the close of the year (as a policy) funds sufficient to expend an year's personnel expenditure, maintenance of consistent dividend payout, management of capex and support working capital requirements. Also, the new project (3 D Future Technology Pvt. Ltd.) scaled to organic germane growth (managed from internal accruals) and the business climate still far from being buoyant, the Company did not proceed with the issue of warrants to the Promoter, which stands elapsed as at March 31, 2015. It may also be pertinent to note that the Company is both cautious and conservative to choose the best of investment, in the interest of all stake holders, taking in to consideration the socio-economic-political-industrial relations and its impact on business organisations, with particular emphasis on the Company.

18. Particulars of loans, guarantee and investments

During the financial year, the Company had provided inter- corporate-deposits (ICD) to its Associate, Ador Powertron Limited. Prior to extending this facility, the Company had sought legal opinion that it shall be within the compliance of legislative provisions. The ICD including interest has been repaid in full as at March 31, 2015. Further, the Company had also provided loans in tranches during the year, to Dualrank Fontech (M) Sdn. Bhd. amounting to Rs. 64 lakhs (MYR 3,46,500) to tied over its working capital requirements, with an approximate equivalent contribution coming in from Duralrank (M) Sdn. Bhd. (Malaysian partner).

19. Transactions with related parties

Transactions with related parties are in the ordinary course of business and on arms length basis. The same is based on legal opinion(s), approval/ratification of the Audit Committee (on a quarterly basis) and subject to the compliance of transfer pricing regulation and audit.

20. Material changes, commitments and orders

There has been no significant material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year and the date of this report. There were no significant orders passed against the Company, by the Regulators or Courts or Tribunals, impacting the going concern status and Company's operations in the future.

21. Risk management

The Company has in place risk management framework, to analyse and manage various financial and non-financial risks. Most of the strategic policy decisions are facilitated through consultative process by the top Management team. The Board further states that there are no elements of risks which threaten the existence of the Company.

22. Insurance

The Company has sufficient insurance coverage on all its assets, including for transit of materials from Suppliers and to Customers. An insurance survey was also conducted by external agency to validate that the requirements of insurance are well met and safety norms are adhered. These insurance policies are renewed on time and on an year to year basis.

23. Employees

As has been in the past, the industrial relations with the employees of the Company continue to be harmonious and cordial. The Company has vigil mechanism in place to redress grievances, if any.

24. Disclosures

The following reports have been annexed/appended and forms part of the Directors' Report.

Annexure 1: Management discussion and analysis report.

Annexure 2: Corporate governance report.

Annexure 3: Report on CSR activities including policy and reasons for shortfall in spend.

Annexure 4: Nomination and remuneration policy.

Annexure 5: Extract of annual return.

Annexure 6: Conservation of energy, technology absorption, foreign exchange earnings and outgo.

Annexure 7: Particulars of arrangements made with related parties. Annexure 8: Particulars of employees.

Annexure 9: Secretarial audit report.

25. Acknowledgements

The Board of Directors thank the Shareholders, Authorised Dealers, Channel Partners, Overseas and Inland Business Associates, Bankers and the various Government agencies for their continued patronage and support. Further, wish to place on record appreciation to the contribution made by employees at all levels.

On behalf of the Board For Ador Fontech Limited

N Malkani Nagpal Mumbai Chairman April 30, 2015 DIN: 00031985

Mar 31, 2014

To the Members,

The Directors have pleasure in presenting the 39th Annual Report and the Audited Statement of Accounts for the year ended March 31, 2014.

1. FINANCIAL HIGHLIGHTS (Rs. in lakhs)

Details 2013-14 2012-13

Revenue 14,211 16,396

Profit before interest, depreciation & tax 2,281 3,363 Interest - -

Depreciation 280 267

Profit before tax 2,001 3,096

Provision for tax 724 1,026

Profit after tax 1,277 2,070

Proposed dividend including tax 717 717

2. DIVIDEND

The Directors are happy to recommend a dividend of Rs. 3.50 (Rupees three and paise fifty only) per share (one hundred and seventy five percent), same as in the previous year.

3. RESERVES AND SURPLUS

The Directors propose to transfer Rupees two crores to the General Reserve. Further, an amount of Rupees three crores and sixty lakhs is proposed to be retained in the Surplus.

4. REVIEW OF BUSINESS OPERATIONS

While there was a decline in sales in the first two quarters due to slowdown in the economy, the performance during the second half of the financial year rebound and registered stability.

The Company has utilised this phase to realign its internal working system, particularly with focus on manpower productivity and training. There has been no significant change in the nature of business during the year and as such status quo continued. Going forward, much depends on the policies and fiscal measures of the Government to reign in robust industrial development.

5. DIRECTORS'' RESPONSIBILITY STATEMENT

a. In the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

b. The Directors have selected applicable accounting policies and applied them consistently, as also have made judgements and estimates that are reasonable and prudent, to give a true & fair view of the state of affairs as at the end of the financial year and of the profits of the Company for that period.

c. The Directors have taken proper and sufficient care (i) for maintenance of adequate accounting records in accordance with the provisions of the Companies Act (ii) for safeguarding the assets of the Company (iii) for preventing / detecting fraud and other irregularities.

d. The Directors have prepared the annual accounts on a going concern basis.

e. The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls in the opinion of the Board are adequate.

f. The Directors have also devised proper systems to ensure compliance with the provisions of all applicable laws.

6. DIRECTORS

Mrs. N Malkani Nagpal retires by rotation at the ensuing Annual General Meeting and is eligible for re-appointment. Mr. Santosh Janakiram was appointed as an Additional Director on July 25, 2013. His expertise as a law graduate from National Law School and professionalism by virtue of being independent, would be of immense value addition. The Company has also received Notice nominating the candidature of Mr. N S Marshall as an Independent Director. The same are being placed for the approval of Members. Both Mr. N S Marshall and Mr. Santosh Janakiram have given declaration that they meet the criteria of independence as provided under Section 149(6) of the Companies Act, 2013.

Further, the Board will be appointing one more Independent Director in compliance with the requirements of Corporate Governance .

7. DETAILS OF CHANGES IN DIRECTORS AND / OR KEY MANAGERIAL PERSONNEL

During the year 2013-14 Mr. Nayan B Pandya resigned and Mr. Santosh Janakiram joined the Board. There were no other changes in the Key Managerial Personnel of the Company.

8. AUDITS

M/s. Amarnath Kamath and Associates (Statutory Auditors) retire at the conclusion of the Annual General Meeting and being eligible offer themselves for re-appointment as per the provisions of the Companies Act, 2013. The Branch Auditors will be appointed in consultation with the Statutory Auditors. As always, the Company has mandated for quarterly internal audits to be conducted by external independent auditors to ensure internal checks, financial control and discipline. Further commercial audits are also being conducted to maintain operational efficiency.

In respect of the financial year 2013-14, there are no qualification(s) or reservation(s) or adverse remark(s) or disclaimer(s) specified in the Audit reports. Hence explanations or comments on the same do not become applicable.

9. COST AUDIT

Pursuant to the Central Government''s notification for conduct of cost audit based on industry wise applicability and turnover, M/s. Rao, Murthy and Associates (Firm registration no. 000065) having office at 23/33 Surveyor''s Street Basavanagudi Bangalore Karnataka 560 004, were appointed as the Cost Auditors.

Details of Cost Audit Report filing:

Due date for filing Cost Audit Report (XBRL) for the Financial year 2012-13 by Cost Auditors with the Central Government: 27.09.2013.

Actual date of filing Cost Audit Report (XBRL) for the financial year 2012-13 with the Central Government: 26.09.2013.

Further, subject to the requirement for Cost Audit (2014-15) if any, remuneration shall be determined on mutual consultation between the Auditors and the Board, which shall be placed for approval / ratification at the successive AGM.

10. JOINT VENTURE

The joint ventureÂDualrank Fontech (M) Sdn. Bhd. is still at the nascent stage, with break even yet to be achieved. Nonetheless, experience in terms of jobs executed poses opportunities both for growth and improvement. It is expected that it may take a year or two for the business to stabilise, which in normal circumstances is deemed to be the gestation period or time requisite on a new project.

DIRECTORS'' REPORT

11. FIXED DEPOSITS

The Company has not accepted fixed deposits and as such no amount was outstanding as on the date of the Balance Sheet.

12. PRODUCTS

The Company''s products are manufactured to international standards and marketed under registered trade marks. Products in whole or in categories are certified / approved by TUV, DNV & NPCIL.

13. SHARE WARRANTS

The validity of the special resolution passed by the Shareholders of the Company is for a period of one year ie., up to March 19, 2015. Hence, the Board at the requisite time of project implementation, based on financial and operational requirements, decide on the same, in compliance with the requirements of the Companies Act, 2013; SEBI regulations and mandate of the Stock Exchange (as may become applicable from time to time). Details of shareholding/ beneficial ownership under SEBI (ICDR) regulations and Clause 35 (listing agreement) forms part of the Corporate Governance Report.

14. PARTICULARS OF LOANS, GUARANTEE AND INVESTMENTS

During the year, the Company had provided inter-corporate deposits (ICD) to its Associates, J B Advani and Company Private Limited and Ador Powertron Limited. The ICD including interest has been repaid in full as at March 31, 2014. Further, the Company had also provided loan to its joint venture company Dualrank Fontech (M) Sdn. Bhd. of an amount equivalent to Rs. 91,98,070 (MYR 4,79,500) to tied over the working capital requirement, with an approximate equivalent contribution from Duralrank (M) Sdn. Bhd. (Malaysian partner). Balance of investments made by the Company vests with Banks and Mutual Funds. The same suffices the requirement to maintain a debt free status to mitigate interest costs and particularly given an era of slow down, it balances to support (i) Employee benefit expenditure, which is vital for the Company (ii) Capital expenditure and (iii) Timely payment to Creditors and Suppliers.

15. TRANSACTIONS WITH RELATED PARTIES

Transactions with Related Parties are in the ordinary course of business and at arms length basis. The same is based on legal opinion(s) and subject to compliance of transfer pricing regulations and audit.

16. EMPLOYEES

As has been in the past, the industrial relations with the employees of the Company continue to be harmonious and cordial. This report is being sent to the Shareholders of the Company excluding the statement of particulars of employees under Section 217 (2A) in terms of Section 219 (1)(b)(iv) the Companies Act, 1956. Any Shareholder interested in obtaining a copy, may write to the Company. The general policy of the Company as regards appointment of Directors, Key Managerial and Senior Management Personnel germinates from in-depth understanding of the concepts of welding/ metallurgy and its associated / allied applications. Besides holistic business acumen and soft skills are pre-requisite. The remuneration gets determined on the basis of Competency Mapping, Key Result Areas (KRAs) and trends in the Industry.

17. MATERIAL CHANGES AND COMMITMENTS

There has been no significant material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year and the date of this report.

18. RISK MANAGEMENT POLICY

The Company being in life enhancement of industrial components, work involved is not sophisticated, unlike the IT sector. This at times becomes reticent to attract and retain young talents. To mitigate this effect, the Company has developed diversified portfolio of products/services and also facilitates transfer of latest technology, from within and outside the country, which may pose both as a challenge for young minds and facilitate opportunities for growth.

19. PARTICULARS OF DISCLOSURE

The information required under the Companies Act including details on conservation of energy, technology absorption, foreign exchange earnings and outgo, Management Discussion and Analysis Report are appended to this report.

20. CORPORATE GOVERNANCE

The Corporate governance report and certificate obtained from the Auditors of the Company are attached to this report.

21. CORPORATE SOCIAL RESPONSIBILITIES (CSR)

In consonance with Section 135 of the Companies Act, 2013, the Board of Directors has constituted a Corporate Social Responsibility Committee as under :

Sl No. Name of the Director Designation

1. Mrs. N Malkani Nagpal Chairman

2. Mr. H P Ledwani Member

3. Mr. A T Malkani Member

4. Mr. N S Marshall Member

As the Company operates in the domain of ''Life Enhancement of Industrial Components'', it is dedicated to conserve and preserve valuable mineral resources. The CSR activities of the Company would be aligned to this and be guided by the theme of ''Environmental Sustainability'' under the Policy of ''Reclaim....Do not Replace''. It is believed that education in this domain is the most important requirement to drive home the importance of preserving environment, which is extremely precious for the future generation, who may occupy this planet. Hence, the Company has programmed Seminars, Training, Road shows, Research, Workshops, Conferences, Exhibitions, Conclave and the like across India, associated with the same for the year 2014-15. It has also been the endeavour of the Company to render medical, food and educational support to the needy (borrowing from the words of Mother Teresa -to support ''the poorest of the poor''), which would continue to be maintained as part of humanitarian support.

22. ACKNOWLEDGEMENTS

The Board of Directors thank the Shareholders, Authorised Dealers, Channel Partners, Overseas and Inland Business Associates, Bankers and the various Government agencies for their continued patronage and support.

Further, wish to place on record appreciation to the contribution made by employees at all levels.

On behalf of the Board For Ador Fontech Limited

N Malkani Nagpal

Mumbai Chairman

May 17, 2014 DIN: 00031985

Mar 31, 2013

To the Members

The Directors have pleasure in presenting the 38th Annual Report and the Audited Statement of Accounts for the year ended March 31, 2013.

1. FINANCIAL HIGHLIGHTS (Rs. in lakhs)

Details 2012-13 2011-12

Revenue 16,396 16,042

Operating profit 3,363 3,079

Interest

Depreciation 267 243

Profit before tax 3,096 2,836

Provision for tax 1,026 953

Profit after tax 2,070 1,883

Appropriations

Transfer to general reserve 1,000 1,000

Proposed dividend including distribution tax 717 611

2. DIVIDEND

The Directors are happy to recommend a dividend of Rs.3.50/- per share (one hundred and seventy five percent), as compared to the previous year of Rs.3/- per share (one hundred and fifty percent) .

3. REVIEW OF BUSINESS OPERATIONS

The Company has conscientiously balanced its performance in terms of revenue and profitability to ensure an optimum blend. Going forward, with the general economic scenario for the year 2013-14 also expected to remain in a state of stagflation, it becomes all the more essential for a cautious approach in all parameters of business performance. Training, performance and productivity will be the key thrust areas.

4. DIRECTORS'' RESPONSIBILITY STATEMENT

In the preparation of financial statements, the Board of Directors has ensured that:

(a) The applicable Accounting Standards have been followed.

(b) The accounting policies are reasonable, prudent and are consistently followed to give a true and fair view of the state of affairs of the Company, as at the end of the financial year and the profits of the Company for that period.

(c) Proper and sufficient care has been taken for maintenance of adequate accounting records, for safeguarding the assets of the Company, for preventing/detecting fraud and other irregularities.

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

5. DIRECTORS

During the year Mr. N Srinivasan, resigned from Directorship. The Board wishes to place on record his yeomen service and thankfully acknowledges his professional and dedicated contribution.

Mr. Nayan B Pandya also resigned on April 26, 2013 (at the end of the Board meeting) due to pre-occupied professional engagement. The

Members of the Board send out their good wishes to his dedicated endeavour.

The Directors contemplate to fill the vacant positions arising out of the above cessations shortly

Mr. N S Marshall retires by rotation at the ensuing Annual General Meeting and is eligible for re-appointment.

6. CORPORATE GOVERNANCE

The Corporate governance report and certificate obtained from the Auditors of the Company are attached to this report.

7. STATUTORY AUDITORS

M/s. Amarnath Kamath and Associates (Statutory Auditors) retire at the conclusion of the Annual General Meeting and being eligible offer themselves for re-appointment. The Branch Auditors will be appointed in consultation with the Statutory Auditors. As always, the Company has mandated for quarterly internal audits to be conducted by external independent auditors to ensure internal checks and financial discipline.

8. COST AUDITORS

Pursuant to the Central Government''s notification for conduct of cost audit based on industry wise applicability and turnover, M/s. Rao, Murthy and Associates (Firm registration no. 000065) represented by Mr. K R Murali Krishna (Membership no. M-21622) having office at 23/33 Surveyor''s Street Basavanagudi Bangalore 560 004 Karnataka Tel: (080) 26602086 Fax: (080) 22428356 e-mail: [email protected], have been appointed as Cost Auditors.

9. FIXED DEPOSITS

The Company has not accepted fixed deposits and as such no amount was outstanding as on the date of the Balance Sheet.

10. PRODUCTS

The Company''s products are manufactured to international standards and marketed under registered trade marks. Products in whole or in categories are certified/approved by TUV, DNV and NPCIL.

11. PARTICIPATION IN EXHIBITIONS

During the year, the Company participated in ÂIndia Essen Welding and Cutting 2012'' exhibition held at Mumbai.

12. AWARDS

The organisation received ÂForbes Asia''s Best under a Billion Dollar Company'' award in the category of the ÂRegion''s top 200 small and midsize companies'', for the second time in a row.

The Institute of Economic Studies has conferred Ador Fontech with ÂExcellence Award'' and the Managing Director with ÂUdyog Rattan Award''.

13. EMPLOYEES

As has been in the past, the industrial relations with the employees of the Company continue to be harmonious, cordial and peaceful. Further, as per the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, this report and accounts are being sent to the shareholders of the Company excluding the statement of particulars of employees under Section 217(2A) of the Companies Act, 1956. Any shareholder interested in obtaining a copy of the said statement may write to the Company addressed to the Registered Office.

14. PARTICULARS OF DISCLOSURE

The information required under the Companies Act, 1956, and amendments thereof is enclosed.

15. CORPORATE SOCIAL RESPONSIBILITIES (CSR)

The Company operating in the domain of ÂLife Enhancement of Industrial Components'' is dedicated to conserve and preserve valuable mineral resources. Broad domain categories include:

(a) Life enhancement of industrial components through protective coating and repair services.

(b) Reclamation and refurbishment of worn out components.

Products, services and solutions are designed to meet the above endeavour which leaves an indelible mark in the sphere of ÂCorporate Social Responsibilities''. Besides, as part of general humanitarian support, the employees of the Company had visited an old age home and distributed blankets and food grains. The Company also provided waste disposable bins, through the aegis of a local civic body, to help segregate bio-degradable wastes. Further, keeping in view that education is essential, annual school fees of little children housed in an orphanage was defrayed.

16. ACKNOWLEDGEMENTS

The Board of Directors thank the Shareholders, Authorised Dealers, Channel Partners, Overseas and Inland Business Associates, Bankers and the various Government agencies for their continued patronage and support.

Further, wish to place on record appreciation to the contribution made by employees at all levels.

On behalf of the Board

For Ador Fontech Limited

Place: Mumbai N Malkani Nagpal

Date : April 26, 2013 Chairman

Mar 31, 2012

The are delighted to present the Annual Report of the Company for the year ended March 31, 2012.

1. FINANCIAL HIGHLIGHTS (Rs in lakhs)

Details 2011-12 2010-11

Turnover 16,042 15,011

Operating profit 3,079 2,862

Interest - -

Depreciation 243 159

Profit before tax 2,836 2,703

Provision for tax 953 867

Profit after tax 1,883 1,836

Appropriations

Transfer to general reserve 1,000 1,000

Proposed dividend including distribution tax 611 511

Balance carried forward 272 325

2. DIVIDEND

The Directors are pleased to recommend a dividend of Rs 3 per share (one hundred and fifty percent) as compared to the previous year of Rs 2.50 (one hundred and twenty five percent).

3. REVIEW OF BUSINESS OPERATIONS

All over the world including India, major impacts which have affected business in general include:

(a) Regression in gross domestic product

(b) High inflation

(c) Escalation in force rates

(d) Steep increase in input cost

(e) Deferral of infrastructural projects and capital expansion

Given this scenario, the Company has registered moderate growth and balanced its performance, both in terms of revenue and profitability. Going forward, the Company is gearing to meet existing and new challenges that it may have to constantly face and will strive to maintain consistency of business performance.

4. DIRECTORS' RESPONSIBILITY STATEMENT

In the preparation of financial statements, the Board of Directors of the Company has ensured that:

(a) The applicable accounting standards have been followed.

(b) The accounting policies are reasonable, prudent and are consistently followed to give a true and fair view of the state of affairs of the Company.

(c) Proper and sufficient care has been taken for maintenance of adequate accounting records, for safeguarding the assets of the Company and for preventing/detecting fraud and other irregularities.

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

5. DIRECTORS

Mr. N Srinivasan retires by rotation at the ensuing Annual General Meeting and is eligible for re-appointment. The Board recommends the appointment of Mr. N Srinivasan as "Director", Mr. H P Ledwani as "Managing Director" and Mr. A T Malkani as "Executive Director".

6. CORPORATE GOVERNANCE

The Corporate governance report and certificate obtained from the Auditors of the Company is attached to this report.

7. AUDITORS

M/s. Amarnath Kamath and Associates, the Statutory Auditors retire at the conclusion of the Annual General Meeting and being eligible offer themselves for re-appointment. The Branch Auditors will be appointed in consultation with the Statutory Auditors.

8. FIXED DEPOSITS

The Company has not accepted fixed deposits and as such no amount was outstanding as on the date of Balance sheet.

9. PRODUCTS AND SERVICES

The Company is an ISO certified organization. Besides, some of the products manufactured have 'CE' marking which is a bench mark of European community standard. To further ensure a systemic approach to shop floor working, it has imbibed the culture of 'Lien management'.

10. PARTICIPATION IN EXHIBITIONS

The Company has during the year participated in 'Weld India Exhibition' at Chennai, which was very well received.

1 1. AWARDS ANDACCOLADES

The Company was the recipient of "Forbes-Best under a billion dollar company award" at Hong Kong.

12. EMPLOYEES

As has been in the past, the industrial relations with the employees of the Company continue to be cordial. As per the provisions of Section 2l9(l)(b)(iv) of the Companies Act, 1956, this report and accounts are being sent to the shareholders of the Company excluding the statement of particulars of employees under Section 217 (2A) of the Companies Act, l956.Any Shareholder interested in obtaining a copy of the said statement may write to the Company addressed to the Registered office and the same will be sent by post.

13. PARTICULARS OF DISCLOSURE

The information required under the Companies Act, 1956, and amendments thereof is enclosed.

14. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Over the years, the Company has been associated with an upcoming school in a rural area basically catering to the girl children. It facilitated the building of a class room, moths and physics laboratories and has also developed a play park in the vicinity of the school. It has also sponsored programmes for creating general public awareness amongst people to help and support mentally challenged children and their family members. Further, medical support to the underprivileged are rendered from time to time. Last but not the least, traditional folklore and cultural programmes, which are by and large fading memories, are also sponsored to preserve the rich cultural heritage of the country.

15. ACKNOWLEDGEMENTS

The Board of Directors thank the Shareholders, Authorized Dealers, Channel Partners, Overseas and Inland Business Associates, Bankers and the various Government agencies for their continued patronage and support.

Further, wish to place on record our appreciation to the contribution made by employees at all levels.

On behalf of the Board

For Ador Fontech Limited

Mumbai N Malkani Nagpal

April 27, 2012 Chairman

Mar 31, 2011

We are delighted to present the report on our business and operations for the year ended March 31, 2011.

1. FINANCIAL RESULTS

(Rs. in lakhs) Details 2010-11 2009-10

Turnover 15010 12012

Operating profit 2862 2095

Interest - -

Depreciation 159 144

Profit before tax 2703 1951

Provision for taxation 867 676

Net profit for the year 1836 1275

Taxation relating to earlier years (10)

Profit b/f from the previous year 490 315

Amount available for appropriation 2326 1580

Appropriations

Transfer to General Reserve 1000 600

Proposed Dividend 438 420

Distribution tax thereon 72 70

Balance carried to the Balance Sheet 816 490

The Company has posted highest ever increase in EBIDAT, PBT and PAT.

2. DIVIDEND

The Board of Directors are happy to recommend a dividend of Rs. 2.50/- (Rupees two and paise fifty only) per share on the paid up share capital of the Company for the financial year ended March 31, 2011.

3. BUSINESS OPERATIONS

a. Record performance

Ador Fontech Limited registered its highest ever value growth since inception and an all time high revenue of "Rupees one hundred and fifty crores" during the financial year 2010-11.

b. Subdivision of Equity Shares

The Company subdivided its equity shares from Rs. 10/- to Rs. 2/- per share which was duly approved by the Members through postal ballot and thereafter by the BSE (Bombay Stock Exchange Limited) and Depositories. This was to improve the liquidity of the Companys scrip and to make it affordable to the small investors.

c. Infrastructural Development

The impetus on life enhancement of industrial components makes it essential to facilitate necessary long terms infra- structural development, particularly to provide for changes in the scale of operation and the capital work-in-progress has been expended in this direction.

d. Growth with Pleasure

While the thrust is on enhancing manpower productivity, it is equivalently essential for employees to work under stress free environment. This would enable them to develop their capabilities and deliver improved results from time to time. Various training programmes, both technical and non-technical are organised which enable employees to face competition with a quiet confidence.

4. DIRECTORS RESPONSIBILITY STATEMENT

In the preparation of the financial statements the Board of Directors of the Company has ensured that:

a. The applicable accounting standards have been followed.

b. The accounting policies are reasonable, prudent and are consistently followed to give a true and fair view of the state of affairs of the Company.

c. Proper and sufficient care has been taken for maintenance of adequate accounting records, for safeguarding the assets of the Company and for preventing/detecting fraud and other irregularities.

d. The annual accounts have been prepared on an on going concern basis.

5. DIRECTORS

Mrs. N Malkani Nagpal and Mr. N S Marshall retire at the ensuing Annual General Meeting and being eligible seek reappointment. Mr. Nayan B Pandya was appointed as an Additional Director on April 29, 2011. The Company has received his nomination for appointment as a Director and the same is being placed before the Members for approval.

Mr. Sanjeet Thadani resigned during the financial year and the Board places on record their appreciation for his valuable contribution during his tenure as a Director of the Company.

6. CORPORATE GOVERNANCE

The Corporate Governance Report and Certificate obtained from the Auditors of the Company are attached to this report.

7. AUDITORS

M/s. Amarnath Kamath and Associates, the Statutory Auditors of the Company retire at the conclusion of the Annual General Meeting and being eligible offer themselves for reappointment. The Branch Auditors will be appointed in consultation with the Statutory Auditors.

8. FIXED DEPOSITS

The Company has not accepted fixed deposits and as such no amount was outstanding as on the date of Balance sheet.

9. ISO CERTIFICATION

The Organisation is ISO 9001:2008 certified and the same is due for renewal during 2011-12. Being quality conscious, the Company will undertake recertification process.

10. PARTICIPATION IN EXHIBITIONS/AWARDS

The Company has during the year successfully participated in the ÃNaval Dockyard Technical Exhibition and various other ÃWelding Seminars which together showcased the Companys proven capabilities.

11. EMPLOYEES

The industrial relations with the employees of the Company continue to be harmonious, cordial and peaceful.

Further, as per the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, this report and accounts are being sent to the Shareholders of the Company excluding the statement of particulars of Employees under Section 217 (2A) of the Companies Act, 1956. Any Shareholder interested in obtaining a copy of the said statement may write to the Registered Office of the Company.

12. PARTICULARS OF DISCLOSURE

The information required under the Companies Act, 1956, and the amendments thereof is enclosed.

13. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company contributes to charitable endeavour in terms of providing medical relief, education, distribution of food items etc. to the under privileged.

14. ACKNOWLEDGEMENTS

The Board of Directors thank the Shareholders, Authorised Dealers, Channel Partners, Overseas and Inland Business Associates, Bankers and the various Government agencies for their continued patronage and support. Further, wish to place on record our appreciation for the dedication and commitment of employees at all levels, which has continued to be a major strength.

On behalf of the Board For Ador Fontech Limited

N Malkani Nagpal Chairman

Place: Mumbai Date : April 29, 2011

Mar 31, 2010

The Directors are delighted to present their 35th Annual Report of the Company for the year ended March 31, 2010.

1. Financial Highlights (Rs. Lakhs) Details 2009-10 2008-09 Turnover 12,012 10,702 Operating profit 2,095 1,598 Interest Depreciation 144 144 Profit before tax 1,951 1,454 Provision for taxation 676 512 Net profit for the year 1,275 942 Taxation relating to earlier years (10) 24 Profit b/f from the previous year 315 408 Amount available for appropriation 1,580 1,374 Appropriations Transfer to General Reserve 600 854 Proposed Dividend 420 175 Distribution tax thereon 70 30 Balance carried to Balance Sheet 490 315

The Company has recorded highest ever growth in terms of EBIDAT, PBT and PAT.

2. Dividend

The Board of Directors are happy to recommend a dividend of ÃRupees twelve per shareÃ inclusive of special dividend of ÃRupees three per shareÃ on the paid up Share Capital of the Company for the financial year ended March 31, 2010. The special dividend of thirty percent is in commemoration of three decades of the organisationÃs distinguished service in the sphere of life enhancement of industrial components, as also the progress registered in terms of turnover and profitability.

Dividend shall be paid to those Shareholders and Beneficial owners whose names appear in the Register of Members as on the date of the book closure.

3. Review of Business Operations

Graduating from a mere trading company in 1979 to a complete solution provider has indeed been remarkable. The revenue realisation of rupees one hundred and twenty crores, factoring a growth of approximately twelve percent year-on-year, corroborates consistency in performance. This has also enabled the Company post an increased profit, in spite of business compulsions laying stress on margins.

Going further, the Company plans to strengthen its existing business verticals with emphasis on infrastructural development and man power training, as the key to success largely hinges on these parameters. It may be pertinent to note that the Company undertakes efforts which enable employees at all levels to achieve job satisfaction, maintain high morale and last but not the least, foster a sense of organisational belongingness.

5. DirectorsÃ Responsibility Statement

In the preparation of the financial statements, the Board of Directors of the Company has ensured that:

a. The applicable accounting standards have been followed.

b. The accounting policies are reasonable, prudent and are consistently followed to give a true and fair view of the state of affairs of the Company.

c. Proper and sufficient care has been taken for maintenance of adequate accounting records, for safeguarding the assets of the Company and for preventing/detecting fraud and other irregular- ities.

d. The annual accounts have been prepared on an ongoing concern basis.

6. Directors

Mr. N Srinivasan and Mr. A T Malkani retire at the ensuing Annual General Meeting and being eligible seek reappointment.

7. Corporate Governance

The Corporate Governance Report and Certificate obtained from the Auditors of the Company are attached to this report.

8. Fixed Deposits

The Company has not accepted fixed deposits and as such no amount was outstanding as on the date of the Balance Sheet.

9. Auditors

M/s. Amarnath Kamath and Associates, the Statutory Auditors of the Company retire at the conclusion of the Annual General Meeting and being eligible offer

themselves for reappointment. The Branch Auditors will be appointed in consultation with the Statutory Auditors.

10. ISO Certification

The Company has been accredited with ISO 9001:2000 certificate by Det Norske Veritas (DNV), which covers manufacture and supply of welding consumables, equipment; reclamation, surfacing and refurbishment services of metallic components and the same is valid up to June 10, 2011.

11. Participation in Exhibitions and Awards

As in the past, the Company successfully participated in National Welding Seminar, Naval Dockyard and Messen Essen Welding Technical Exhibitions during the financial year 2009-10, which showcased the CompanyÃs proven capabilities.

12. Employees

The industrial relations with the employees of the Company continue to be cordial.

The Annual Report and Accounts are being sent to the Shareholders of the Company excluding the statement of particulars of Employees under Section 217 (2A) of

the Companies Act, 1956. Any Shareholder interested in a copy of the said statement may write to the Registered Office of the Company.

13. Particulars of Disclosure

The information required under the Companies Act, 1956, and the amendments thereof is enclosed.

14. Corporate Social Responsibility (CSR)

The Company continues to provide medical relief, education, distribution of food items etc., to the under privileged through its special outfit.

15. Acknowledgements

The Directors thank the Shareholders, Authorised Dealers, Channel Partners, Overseas and Inland Business Associates, Bankers and the various Government Agencies for their continued support. They also wish to place on record their appreciation of the contribution made by employees at all levels.

On behalf of the Board For Ador Fontech Limited Mumbai N Malkani Nagpal April 29, 2010 Chairman

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