Enter the first few characters of Company and click 'Go'

Directors Report of AIA Engineering Ltd.

Mar 31, 2023

Your Directors take pleasure in submitting the 33^rd Annual Report and the Audited Annual Accounts of the Company for the year ended 31 March, 2023.

1. FINANCIAL HIGHLIGHTS

('' in Lakhs)
Particulars	Standalone		Consolidated
	Year ended	Year ended	Year ended	Year ended
	31 March, 2023	31 March, 2022	31 March, 2023	31 March, 2022
Revenue from Operations	3,97,430.88	3,02,949.05	4,83,802.48	3,51,446.75
Other Operating Income	7,045.47	5,207.98	7,074.39	5,207.98
Total Revenue from Operations	4,04,476.35	3,08,157.03	4,90,876.87	3,56,654.73
Other Income	32,273.96	26,968.81	23,453.94	15,629.01
Total Income	4,36,750.31	3,35,125.84	5,14,330.81	3,72,283.74
Profit before Finance Cost, Depreciation & Amortisation and Tax Expenses	1,37,669.05	84,591.86	1,47,518.02	87,723.52
Finance Cost	1,845.36	363.24	2,010.39	385.04
Depreciation & Amortisation	9,115.33	8,983.90	9,304.01	9,211.63
Profit Before Tax	1,26,708.36	75,244.72	1,36,203.62	78,126.85
(i) Provision for Taxation (Current)	29,319.93	16,657.86	30,412.63	16,886.01
(ii) Deferred Tax	505.87	136.33	140.96	(720.96)
Total Tax (i ii)	29,825.80	16,794.19	30,553.59	16,165.05
Profit After Tax	96,882.56	58,450.53	1,05,650.03	61,961.80
Non-Controlling Interest	-	-	57.14	(6.29)
Net Profit after Non-Controlling Interest	96,882.56	58,450.53	1,05,592.89	61,968.09
Other Comprehensive Income/(Loss)(Net of Tax) (After Minority Interest)	(581.34)	84.66	(3,487.78)	(2,423.57)
Total Comprehensive Income after Non-Controlling Interest	96,301.22	58,535.19	1,02,105.11	59,544.52

Standalone Operating Results:

During the year under review, the Revenue from Operations of the Company is '' 4,04,476.35 Lakhs as compared to '' 3,08,157.03 Lakhs in the previous Financial Year. Exports Turnover registered in the same period is '' 2,75,384.06 Lakhs as against the Export Turnover of '' 2,35,241.37 Lakhs in the previous Financial Year.

During the year under review, Company has earned a Profit Before Tax (PBT) of '' 1,26,708.36 Lakhs and Profit After Tax (PAT) of '' 96,882.56 Lakhs as compared to PBT of '' 75,244.72 Lakhs and PAT of '' 58,450.53 Lakhs respectively in the previous Financial Year.

Consolidated Operating Results:

During the year under review, on a Consolidated basis, your Company (together with its Subsidiaries) has earned Revenue from Operations of '' 4,90,876.87 Lakhs as compared to '' 3,56,654.73 Lakhs in the previous Financial Year. Correspondingly, the Consolidated Profit After Tax (PAT) registered during the year under review is '' 1,05,592.89 Lakhs (After Minority Interest) as compared to PAT (After Minority Interest) of '' 61,968.09 Lakhs in the previous Financial Year.

2. DIVIDEND:

The Board of Directors is pleased to recommend a Dividend of '' 16/- (800%) per Equity Share of the face value of '' 2/- each amounting to '' 15,091.26 Lakhs for the Financial Year 2022-23.

The Dividend, if declared/approved by the Shareholders at the ensuing Annual General Meeting, will be paid to those Shareholders, whose names stand registered in the Register of Members as on 12 September, 2023. In respect of shares held in dematerialised form, it will be paid to the members whose names are furnished by National Securities Depository Limited and Central Depository Services (India) Limited, as beneficial owners.

3. SHARE CAPITAL:

The paid up Equity Share Capital of the Company as on 31 March, 2023 is '' 1,886.41 Lakhs. During the year under review, the Company has neither issued shares with differential voting rights nor granted stock option or sweat equity.

4. FINANCE:

Cash and cash equivalents as at 31 March, 2023 were '' 30,747.67 Lakhs. The Company continues to focus on judicious management of its Working Capital, Receivables, Inventories, while other Working Capital parameters were kept under strict check through continuous monitoring.

Capital Expenditure Outlay:

During the year under review, the Company has incurred Capex of '' 19,478.41 Lakhs (including work-inprogress).

Deposits:

During the year under review, the Company has neither accepted nor renewed any deposits within the meaning of Section 73 of the Companies Act, 2013.

Particulars of Loans, Guarantees or Investments:

During the year under review, Company has provided secured Inter Corporate Deposit of '' 125.00 Crores to SAL Steel Limted. The Company has not provided any Guarantee covered under the provisions of Section 186 of the Companies Act, 2013. The details of Investments made by the Company are given in the Notes to the Financial Statements.

Internal Financial Control and Audit:

The Company has in place adequate Internal Financial Controls (IFC) with reference to the Financial Statements. The Statutory Auditors of the Company have audited such controls with reference to the Financial Reporting and their Audit Report is annexed as Annexure B to the Independent Auditors'' Report under the Standalone Financial Statements and the Consolidated Financial Statements which forms part of the Integrated Annual Report.

The Board reviews the effectiveness of controls documented as part of IFC Framework and take

necessary corrective actions wherever weaknesses are identified as a result of such review. This review covers entity level controls, process level controls, fraud risk controls and information technology environment. Based on this evaluation, no significant events had come to notice during the year that have materially affected or are reasonably likely to materiality affect our IFC. The management has also come to a conclusion that the IFC and other financial reporting was effective during the year and is adequate considering the business operations of the Company.

Related Party Transactions:

All the Related Party Transactions entered during the financial year were on an Arm''s Length basis and were in the Ordinary Course of Business. There are no materially significant Related Party Transactions made by the Company with Promoters, Directors, Key Managerial Personnel (KMP) which may have a potential conflict with the interest of the Company at large.

Prior Omnibus approval of the Audit Committee is obtained on yearly basis for the transactions which are of a foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted were placed before the Audit Committee and the Board of Directors for their approval on quarterly basis. The details of Related Party Transactions entered by the Company are disclosed in Form AOC-2 - as per Annexure "A".

The Policy on Related Party Transactions as approved by the Board of Directors is uploaded on the website of the Company viz. https://aiaengineering.com/wp-content/ uploads/2023/06/Policy-Related-Party-Transaction. pdf.

Credit Rating:

CRISIL has reaffirmed both the Long Term and Short Term rating of the Company as CRISIL AA /Stable and CRISIL A1 respectively.

Dun & Bradstreet Information India Private Limited (D&B) has evaluated the Company during September, 2022 and reassigned a Dun Bradstreet Rating of 5A I, which indicates that overall status of the Company is "Strongâ.

5. HUMAN RESOURCES:

Human capital is the backbone of any organisation, and it is no different for our company. We understand and acknowledge that the success and growth of our organisation depend on the proper utilisation of the skills and capabilities of our human resources. Therefore, we believe in creating an environment that fosters active employee participation and encourages the team to share their ideas and thoughts.

We also recognise that managing and maintaining our human asset is as important as any other asset. That is why we are always looking for the most updated tools and techniques for human resource management. We collaborate with the best agencies and consultants in this field, who help us in getting the best talent as well as in designing our approach towards employee development.

Continuous improvement and skill enhancement have always been integral to our company''s philosophy. We consistently encourage our team to pursue professional development opportunities. Whether it is technical training, managerial training, or behavioral training, we organise regular workshops and programmes to provide a well-rounded learning experience. With a view to give this more impetus, we have created a dedicated training and development cell which continuously organises various types of training across the organisation at all levels. Our focus on continuous learning has enabled us to achieve significant skill enhancements in our team members over a period of time.

Health and safety of our employees has always been of paramount importance. Mental health is as important as physical health, and hence, for the overall well-being of our team members, we regularly organise yoga and meditation sessions conducted by experts in the field. We also believe in managing the employee lifecycle in a very scientific manner. Right from the on-boarding process to induction to training, further skill development, offering career roadmaps and succession planning - all of this is very meticulously designed and structured. Our appraisal system is also entirely based on the assessment of performance and potential of the individual and hence is highly objective and result oriented.

We continuously seek to improve our HR practices and work with the best global consultants and agencies for talent acquisition, creating organisation structure, and for other HR activities. While maintaining the basic fabric and deep-rooted philosophy of the organisation, we have continuously embraced new innovative ways to bring in more efficiency and effectiveness in the system. We have a great blend of youth and experience in our talent pool which is well equipped to facilitate and accelerate our growth trajectory.

6. MATERIAL CHANGES, TRANSACTIONS AND COMMITMENTS:

There are no material changes and commitments, affecting the financial position of the Company which have occurred between the close of Financial Year on March 31, 2023 to which the Financial Statements relates and the date of this Report.

7. BUSINESS PROSPECTS:

Company''s prospects are linked to activity in basic industries of Mining, Cement and Thermal Power generation.

Company''s focus is to provide comprehensive solutions which are aimed at not only reducing the cost of consumable wear parts which are used in the process of grinding and crushing in the above industries through reduced wear rates but also to focus on reducing the overall cost of ownership in the hands of the customer by increasing the grinding efficiency, increasing the throughputs and reducing other operating expenses by customising tailor made solutions to suit the requirement of a given customer.

In Cement Industry, since the entire Cement Industry has largely converted into High Chrome Mill Internals use, Company''s growth is linked mainly to the overall growth of the Industry and also to gaining higher market share. Further, the cost of consumable wear parts in Cement Industry is in the region of around 1% to 2% of the total cement production cost and the size of the industry is also relatively smaller at around 3 Lakhs MT (around 1.80 Lakhs MT ex-China). Ex-China (where the grinding media requirements are largely serviced by local Chinese players who are operating on different business dynamics) the Company today enjoys around 35% market share having presence in more than 125 countries. In India, Company continues to enjoy a dominant market share of over 95% consistently since it became an independent entity. Company continues to enjoy a dominant position in this industry and is confident of maintaining this position going forward.

Major growth driver for Company continues to be the huge conversion opportunity available in the Mining Industry space. As elaborated under the Industry Section of Management Discussion and Analysis, the addressable market opportunity is around 2 - 2.5 million tons for the three ores on which the Company is focused upon viz. Gold, Copper and Iron Ore. The level of penetration of High Chrome Grinding Media is limited in the range of 20%-25%, which offers a significant opportunity for growth through conversion of the Mines from Forged Grinding Media to High Chrome Grinding Media.

Further, in addition to Grinding Media as the main product supplied to the Mining Industry, Company is also very bullish on the prospects for growth in the Mill Liner Segment where the Company is manufacturing and supplying Metal Liners based on unique patented Mill Liner design licensed by the Company, which helps the Company in offering multiple advantages including improved throughputs and reduced power costs.

Company is addressing the mining opportunity of conversion through a combination of solutions based on the requirement of a mining customer. This includes cost savings through lower wear rates and lower consumptions owing to the High Chrome advantage; Down process related benefits in the form of reduction in the cost of other expensive reagents/improvement of recoveries by use of High Chrome Grinding Media; and lastly unique Mill Lining solutions having the effect of increasing the throughput and reduction in the power cost. Company is also offering unique Mill Liners to the mining market and widening its wallet share and value addition with customers. Company''s dedicated greenfield Mining Liner plant has been commissioned in Quarter 2 of F.Y. 2022-23 is helping the Company in taking incremental market share in this segment, as well as offer higher cross selling opportunities for Grinding Media.

While the Company was fully geared to address the huge opportunity available for growth in Mining Segment, the progress was stifled during F.Y. 2020-21 and also for a large part of the F.Y. 2021-22 predominantly owing to the fact that our sales and business development teams could not travel due to Covid related restrictions and further there were also multiple headwinds in the form of highly volatile and continuously increasing shipping rates and supply chain challenges. However, in spite of all these challenges the Company was in a position to maintain its supplies to all its key customers and also show a respectable growth in F.Y. 2021-22 considering the fact that there was in fact a volume de-growth in F.Y. 2021-22 due to loss of sales in Canada and South Africa due to anti-dumping/trade barriers imposed in these geographies, which were compensated by new business conversions.

However, in F.Y. 2022-23 with normalcy having returned in major relevant markets, Company has once again resumed the process of new customer acquisitions, resulting into an increase in the sales volumes in F.Y. 2022-23. Further, the Company is quite confident to deliver an incremental volume growth of at least 25,000 tons to 30,000 tons year over year, which would be largely coming from the Mining Segment.

Going forward, Company continues to build on its competencies to offer material value addition to its customers in form of increase in throughput, increase in yield of Gold and Copper Ores and reduction in operating costs in terms of wear costs, power costs and reagent consumption. This value addition is offered by continuous and direct engagement with operations personnel at plants in different countries and ensuring that a custom designed solution is offered to meet their specific objectives and engage with them on a continuous improvement journey to measure and

ensure the benefits accrue over the lifetime of our solution.

A continued volatility in the prices of major raw materials viz. Scrap and Ferro Chromium is now becoming a rule rather than exception. Thus, in F.Y. 2022-23 at least for first half the Ferro Chromium prices continued to rise whereas in the third quarter there was a dip while again in the fourth quarter the prices started rising. However, the Company has demonstrated its ability of passing over this increase cost of raw materials consistently year over year over a lag of anywhere between 3 and 6 months. Again in the past we have also demonstrated our ability to pass over the increase in the freight rates. This also demonstrates the resilience of our business model.

The Company is extremely confident of the long term prospects of sustained growth through new customer acquisitions in the Mining Segment. Further, while the Company continues to face competition from one dominant global player in High Chrome Segment and also a few more players in the Mill Lining Segment, it believes that it has certain distinct competitive advantages given its unique product offerings coupled with highly efficient plants in India, duly supported by a strong global sales force and support infrastructure in the form of Company''s global offices and warehouse infrastructure and continued developmental efforts aimed at making its solutions very potent - all these factors are giving the Company the confidence that it should emerge as a dominant supplier of Mill Internals in the Mining space as well.

Company continues to maintain its position of dominance as a supplier of large castings to the Thermal Power Plant Industry in India. Although this is relatively a smaller business, it is still an important business for it and the Company is also confident of maintaining a dominant position in this industry which is largely confined to the domestic market only.

8. FUTURE EXPANSION:

The Company''s current capacity stands at 4,40,000 MT Per Annum, after considering the implementation of the recently commissioned Greenfield facility at Kerala GIDC near Ahmedabad to manufacture 50,000 MT of Mill Linings.

The Company is also in the process of implementing the second phase of Grinding Media Greenfield expansion project with a capacity of 80,000 MT at Kerala GIDC near Ahmedabad and expected to come in production by December 2024, at an estimated Capex of '' 250 Crores.

The Company has a plant cluster in Odhav in Ahmedabad primarily for production of parts other than grinding media. For this cluster, Company has now undertaken a one-time upgradation project which will include some

capacity de-bottlenecking and restructuring, creation of warehouse space, pattern storage facilities and related infrastructure investment at an estimated cost of '' 200 Crores. While the project will continue in phases over next 2 years but will see capacity addition of 20,000 MT of castings by December 2024.

The Company further plans to invest in Renewable Energy Projects (including Solar and Wind) by investing '' 60.00 Crores in the F.Y. 2023-24.

The Company plans to fund all the above Capex from its internal cash accruals.

9. SUBSIDIARY COMPANIES/ASSOCIATE COMPANY:

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013, a Statement containing salient features of Financial Statement of Subsidiary Companies in Form AOC 1 is given as Annexure "Bâ.

The Company will make available the Annual Accounts of the Subsidiary Companies and the related detailed information to any member of the Company who may be interested in obtaining the same. The Annual Accounts of the Subsidiary Companies will also be kept open for inspection at the Registered Office of the Company. The Consolidated Financial Statements presented by the Company include financial results of its Subsidiary Companies.

The separate Audited Financial statements in respect of each of the Subsidiary Companies are also available on the website of your Company at https://aiaengineering. com/investor/.

During the year under review, Company has acquired 26% of Paid-up Equity Share Capital i.e. 24,478 Equity Shares of '' 10 each of Clean Max Meridius Private Limited under Captive Power Purchase Policy and because of that the later became an Associate Company of the Company with effect from 21 December, 2022.

10. INSURANCE:

The Company has taken adequate insurance coverage of all its Assets and Inventories against various types of risks viz. fire, floods, earthquake, cyclone, etc.

11. INDUSTRIAL RELATIONS (IR):

The Company continues to maintain harmonious industrial relations. Company periodically reviews its HR policies and procedures to aid and improve the living standards of its employees, and to keep them motivated and involved with the larger interests of the organisation. The Company has systems and procedures in place to hear and resolve employees'' grievances in a timely manner, and provides avenues to its employees for their all-round development on professional and personal levels. All these measures aid employee satisfaction

and involvement, resulting in good Industrial Relations.

12. CORPORATE GOVERNANCE:

In line with the Company''s commitment to good Corporate Governance Practices, your Company has complied with all the mandatory provisions of Corporate Governance as prescribed in Regulations 17 to 27 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, ("SEBI LODR Regulationsâ).

A separate Report on Corporate Governance and Practicing Company Secretary''s Report thereon is included as a part of the Annual Report.

13. MANAGEMENT DISCUSSION AND ANALYSIS (MDA):

MDA covering details of Operations, International Markets, Research and Development, Opportunities and Threats etc. for the year under review is given as a separate Statement, which forms part of this Annual Report.

14. RISK MANAGEMENT:

In compliance with the provisions of Regulation 21 of SEBI LODR Regulations, the Board of Directors has constituted a Risk Management Committee. The details of Committee and its terms of reference are set out in the Corporate Governance Report forming part of the Board''s Report.

The Company has a robust Risk Management framework to identify, evaluate business risks and opportunities. Corporate Risk Evaluation and Management is an ongoing process within the Organisation. The Company has a well-defined Risk Management framework to identify, monitor and minimising/mitigating risks.

The Risk Management framework has been developed and approved by the senior management in accordance with the business strategy.

The key elements of the framework include:

â¢ Risk Structure;

â¢ Risk Portfolio;

â¢ Risk Measuring & Monitoring and

â¢ Risk Optimising.

The implementation of the framework is supported through criteria for Risk assessment, Risk forms & MIS.

15. POLICES:

(a) Vigil Mechanism / Whistle Blower Policy:

The Company has adopted a Vigil Mechanism/ Whistle Blower Policy through which the Company encourages employees to bring to the attention

of Senior Management including Audit and Risk Management Committee, any unethical behavior and improper practice and wrongful conduct taking place in the Company. The brief details of such vigil mechanism forms part of the Corporate Governance Report.

(b) Policy on protection of Women against Sexual Harassment at Workplace:

In line with the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules made thereunder, the Company has adopted a policy for the same. The brief details of the said policy form part of the Corporate Governance Report of this Annual Report. The Company has not received any complaint during the F.Y. 2022-23 in this regard.

In Compliance with the SEBI (Prohibition of Insider Trading) Regulations 2015, the Company has revised Model Code of Conduct of Insider Trading Regulations from time to time. The Company adopted the Code of Conduct to regulate, monitor and report trading by Designated Person(s) in order to protect the Investor''s Interest. The details of the said Code of Conduct forms part of the Corporate Governance Report.

(d) Policy for Business Responsibility and Sustainability Report:

In pursuance of Regulation 34 of SEBI LODR Regulations, top 1000 companies based on market capitalisation (calculated as on March 31 of every financial year) are required to prepare and enclose with its Annual Report, a Business Responsibility and Sustainability Report describing the initiatives taken by them from an environmental, social and governance perspectives. A separate report on Business Responsibility and Sustainability Report is annexed herewith as Annexure "Câ.

(e) Dividend Distribution Policy:

The Board of Directors had approved the Dividend Distribution Policy in line with SEBI LODR Regulations. The Policy is hosted on website of the Company at https://aiaengineering.com/wp-content/uploads/2023/06/Dividend-Distribution-Policy.pdf.

16. DIRECTORS AND KEY MANAGERIAL PERSONNEL

(KMP):

(a) Board of Directors and KMP :

The Board of Directors of the Company is led by the Independent - Non Executive Chairman and comprises eight other Directors as on 31 March, 2023, including one Managing Director, one

Whole-Time Director, four Independent Directors (including one Woman Independent Director) and two Non-Executive Directors (other than Independent Directors).

All the Independent Directors of the Company have furnished declarations that they meet the criteria of Independence as prescribed under the Companies Act, 2013 and SEBI LODR Regulations.

Considering the integrity, expertise and experience (including the proficiency), the Board of Directors recommends the reappointment of Mr. Yashwant M. Patel (DIN: 02103312), Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, offered himself for reappointment.

As required under SEBI LODR Regulations amended from time to time, the information on the particulars of the Director proposed for reappointment has been given in the Notice of the Annual General Meeting.

(b) Meetings:

During the year under review, Four Board Meetings

and Five Audit Committee Meetings were

convened and held. The detail of composition of

Audit Committee is as under-

Mr. Sanjay S. Majmudar, Chairman

Mr. Rajendra S. Shah, Member

Mr. Bhadresh K. Shah, Member

Mr. Rajan R. Harivallabhdas, Member

All recommendations made by the Audit

Committee during the year were accepted by the

Board.

The details of Composition of all the Committees and dates of the meetings are given in the Corporate Governance Report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and SEBI LODR Regulations.

In compliance with the requirement of applicable laws and as part of the best governance practice, the Company has following Committees of the Board as on 31 March, 2023.

(i) Audit Committee

(ii) Stakeholders Relationship Committee

(iii) Nomination and Remuneration Committee

(iv) Corporate Social Responsibility Committee

(v) Risk Management Committee

The details with respect to the aforesaid Committees are given in the Corporate Governance Report.

(d) Board Evaluation:

Pursuant to the provisions of the Companies Act,

2013 and SEBI LODR Regulations, the Board has carried out an Annual Performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

(e) Familiarisation Programme for Independent Directors:

The Independent Directors have been updated with their roles, rights and responsibilities in the Company by specifying them in their Appointment Letter alongwith necessary documents, reports and internal policies to enable them to familiarise with the Company''s procedures and practices. The Company has through presentations at regular intervals, familiarised and updated the Independent Directors with the strategy, operations and functions of the Company and Engineering Industry as a whole. The details of such familiarisation programmes for Independent Directors is posted on the website of the Company and can be accessed at https://aiaengineering. com/wp-content/uploads/2023/05/Independent-Director-Familiarization-Program-2022-23.pdf .

(f) Nomination and Remuneration Policy:

The Board has on the recommendation of the Nomination & Remuneration Committee framed a Policy for selection and appointment of Directors, Senior Management Personnel and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report which is a Part of the Board''s Report. The detailed Policy is placed on the website of the Company at https://aiaengineering.com/wp-content/

uploads/2023/06/Nomination-Remuneration-Policy.pdf.

(g) Directors'' Responsibility Statement:

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Clause (c) of Sub-Section (3) of Section 134 of the Companies Act, 2013, which states thatâ

i. in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

ii. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and

of the profit of the Company for that period;

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

iv. the Directors have prepared the Annual Accounts on a going concern basis;

v. the Directors have laid down Internal Financial Controls to be followed by the Company and that such Internal Financial Controls are adequate and were operating effectively; and

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

17. AUDITORS:

Statutory Auditors:

BSR & Co. LLP Chartered Accountants (Firm Registration 101248W/W-100022) were re-appointed as Statutory Auditors of the Company for a period of five years from the conclusion of 32^nd Annual General Meeting till the conclusion of 37^th Annual General Meeting.

In accordance with the Companies Amendment Act, 2017, enforced on 07 May, 2018 by the Ministry of Corporate Affairs, the appointment of Statutory Auditors is not required to be ratified at every Annual General Meeting.

The Report given by the Auditors on the Financial Statements of the Company is part of this Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.

Internal Auditors:

The Board of Directors at the recommendations of the Audit Committee appointed Talati & Talati LLP Chartered Accountants as Internal Auditors of the Company and ADCS & Associates, Chartered Accountants as Internal Auditors for its Nagpur Unit for the Financial Year 2023-24.

Cost Auditors:

The Cost Auditors has filed with Ministry of Corporate Affairs the Cost Audit Report for the Financial Year ended 31 March, 2022 on 24 August, 2022.

remuneration payable to the Cost Auditors is required to be placed before the members of the Company for their ratification at the ensuing Annual General Meeting. Accordingly, a resolution seeking member''s ratification to the remuneration payable to Kiran J. Mehta & Co., Cost Accountants, Ahmedabad is included in the Notice convening the 33^rd Annual General Meeting.

Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the Company has appointed, Mr. Tushar M. Vora, Practicing Company Secretary (FCS-3459, C.P No. 1745), Ahmedabad to conduct a Secretarial Audit of the Company''s Secretarial and related records for the year ended 31 March, 2023.

The Report on the Secretarial Audit for the year ended 31 March, 2023 is annexed herewith as Annexure "Dâ to this Board''s Report. There were no qualification/ observations in the report.

18. PARTICULARS OF ENERGY CONSERVATION,TECHNOLOGY ABSORPTION AND FOREIGNEXCHANGE EARNINGS AND OUTGO:

The additional information regarding Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo, stipulated under Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is annexed herewith to this report.

19. CONSOLIDATED FINANCIAL STATEMENTS:

The Consolidated Financial Statements of the Company prepared in accordance with relevant Indian Accounting Standards (Ind AS) viz. Ind AS-27, Ind AS-28 and Ind AS-110 issued by the Ministry of Corporate Affairs, form part of this Annual Report.

20. ANNUAL RETURN:

In accordance with the provisions of Section 92(3) of the Act, Annual Return of the Company as on 31 March, 2023 is hosted on website of the Company at https://aiaenaineerina.com/wp-content/uploads/2023/08/ Annual-Return.pdf.

21. CORPORATE SOCIAL RESPONSIBILITY (CSR):

As per the provisions of Section 135 of the Companies Act, 2013 and Rules made thereunder, the amount required to be spent on CSR activities during the year

under review, is '' 1,289.32 Lakhs and the Company has spent '' 1,289.32 Lakhs during the Financial Year ended 31 March, 2023. The requisite details of CSR activities carried by the Company pursuant to Section 135 of the Companies Act, 2013 is annexed as Annexure "E".

The composition and other details of the CSR Committee is included in the Corporate Governance Report which form part of the Board''s Report.

22. PARTICULAURS OF EMPLOYEES:

23. ENVIRONMENT, HEALTH AND SAFETY:

Sustainability vision of Company is to create long-term value for all its stakeholders. Company has an ambition to create a zero-harm culture. It protects the safety and health of its workforce. Company''s approach to Environment, Health and Safety is set out in standard policy guidelines, operating procedures and systems which are regularly reviewed and assured.

Wherever feasible, the Company is committed to conserve resources and to take advantage of opportunities for recycling. The holistic approach of the Company is applied to all environmental management including climate, renewable energy, water, waste management and biodiversity. Internally, the Company uses use the best available technology for occupational safety and environmental protection when making new investment in manufacturing facilities. Company contributes to the social and economic development of communities. Company recognizes its responsibility to respect human rights.

Manufacturing division of the Company have instituted internationally accepted Quality Management Systems based on ISO 9001: 2015. Grinding Media Foundries located at Moraiya and Kerala GIDC, Ahmedabad are certified with ISO 14001: 2015 Environmental Management System and ISO 45001: 2018 Occupational Health and Safety (OH&S) management system.

Vision of your Company is to create shared value for all stakeholders. Priority of the Company is to maintain its commitment to operational excellence, social responsibility and environmental stewardship.

24. SECRETARIAL STANDARDS:

The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Meetings of the Board of Directors and General Meetings.

25. ACKNOWLEDGEMENT:

Your Directors would like to express their appreciation for the assistance and co-operation received from the Company''s customers, vendors, bankers, auditors, investors and Government bodies during the year under review. Your Directors place on record their appreciation of the contributions made by employees at all levels. Your Company''s consistent growth was made possible by their hard work, solidarity, co-operation and support.

Mar 31, 2022

Your Directors take pleasure in submitting the 32nd Annual Report and the Audited Annual Accounts of the Company for the year ended 31 March, 2022.

1. FINANCIAL HIGHLIGHTS				('' in Lakhs)
Particulars	Standalone		Consolidated
	Year ended 31 March, 2022	Year ended 31 March, 2021	Year ended 31 March, 2022	Year ended 31 March, 2021
Revenue from Sale of Products	3,02,949.05	2,41,031.67	3,51,446.75	2,81,877.87
Other Operating Revenue	5,207.98	6,267.71	5,207.98	6,271.37
Total Revenue from Operations	3,08,157.03	2,47,299.38	3,56,654.73	2,88,149.24
Other Income	26,968.81	14,480.71	15,629.01	17,219.59
Total Income	3,35,125.84	2,61,780.09	3,72,283.74	3,05,368.83
Profit before Finance Cost, Depreciation & Amortisation and Tax Expenses	84,591.86	74,296.87	87,723.52	82,744.19
Finance Cost	363.24	398.52	385.04	429.31
Depreciation & Amortisation	8,983.90	9,097.06	9,211.63	9,350.09
Profit Before Tax	75,244.72	64,801.29	78,126.85	72,964.79
(i) Provision for Taxation (Current)	16,657.86	18,628.27	16,886.01	18,683.22
(ii) Deferred Tax	136.33	(2,317.16)	(720.96)	(2,289.07)
Total Tax (i ii)	16,794.19	16,311.11	16,165.05	16,394.15
Profit After Tax	58,450.53	48,490.18	61,961.80	56,570.64
Non Controlling Interest	-	-	(6.29)	(41.55)
Net Profit after Non Controlling Interest	58,450.53	48,490.18	61,968.09	56,612.19
Other Comprehensive Income / (Loss) (Net of Tax) (After Minority Interest)	84.66	(273.17)	(2,423.57)	(2,302.17)
Total Comprehensive Income after NonControlling Interest	58,535.19	48,217.01	59,544.52	54,310.02

Standalone Operating Results:

During the year under review, the Revenue from operation of the Company is '' 3,08,157.03 Lakhs as compared to '' 2,47,299.38 Lakhs in the previous Financial Year. Exports Turnover registered in the same period is '' 2,35,241.37 Lakhs as against the Export Turnover of '' 1,90, 226.76 Lakhs in the previous Financial Year.

During the year under review, Company has earned a Profit Before Tax (PBT) of '' 75,244.72 Lakhs and Profit After Tax (PAT) of '' 58,450.53 Lakhs as compared to PBT of '' 64,801.29 Lakhs and PAT of '' 48,490.18 Lakhs respectively in the previous Financial Year.

Consolidated Operating Results:

During the year under review, on a Consolidated basis, your Company (together with its Subsidiaries) has earned Revenue from Operations of '' 3,56,654.73 Lakhs as compared to '' 2,88,149.24 Lakhs in the previous Financial Year. Correspondingly, the Consolidated Profit After Tax (PAT) registered during the year under review is '' 61,968.09 Lakhs (After Minority Interest) as compared to PAT (After Minority Interest) of '' 56,612.19 Lakhs in the previous Financial Year.

2. DIVIDEND:

The Board of Directors are pleased to recommend a Dividend of '' 9/- (450%) per Equity Share of the face value of '' 2/- each amounting to '' 8,488.83 Lakhs for the Financial Year 2021-22.

The Dividend, if declared by the shareholders at the ensuing Annual General Meeting, will be paid to those Shareholders, whose names stand registered in the Register of Members as on 5 September, 2022. In respect of shares held in dematerialised form, it will be paid to the members whose names are furnished by National Securities Depository Limited and Central Depository Services (India) Limited, as beneficial owners.

3. SHARE CAPITAL:

The paid up Equity Share Capital of the Company as on 31 March, 2022 is '' 1,886.41 Lakhs. During the year under review, the Company has neither issued shares with differential voting rights nor granted stock option or sweat equity.

4. FINANCE:

Cash and cash equivalents as at 31 March, 2022 were '' 25,670.86 Lakhs. the Company continues to focus on judicious management of its Working Capital, Receivables, Inventories, while other Working Capital parameters were kept under strict check through continuous monitoring.

Capital Expenditure Outlay:

During the year under review, the Company has incurred Capex of '' 12,547.42 Lakhs.

Deposits:

During the year under review, the Company has neither accepted nor renewed any deposits within the meaning of Section 73 of the Companies Act, 2013.

Particulars of Loans, Guarantees or Investments:

During the year under review, Company has not provided any loan but it has provided a Guarantee covered under the provisions of Section 186 of the Companies Act, 2013. The details of Guarantees provided and Investments made by the Company are given in the notes to the Financial Statements.

Internal Financial Control and Audit:

The Company has a formal framework of Internal Finance Control (IFC) in alignment with the requirement of Companies Act, 2013 and has also laid down specific responsibilities on the Board, Audit Committee, Independent Directors and Statutory Auditors with regard to IFC.

Accordingly, the Company has a well-placed, proper and adequate IFC system, which ensures,

â¢ The orderly and effective conduct of its business.

â¢ Safeguarding of its assets.

â¢ The prevention and detection of frauds and errors.

â¢ The accuracy and completeness of the accounting records and

â¢ The timely preparation of reliable financial information.

The Board reviews the effectiveness of controls documented as part of IFC Framework and take necessary corrective actions wherever weaknesses are identified as a result of such review. This review covers entity level controls, process level controls, fraud risk controls and information technology environment. Based on this evaluation, no significant events had come to notice during the year that have materially affected, or are reasonably likely to materiality affect, our IFC. The management has also come to a conclusion that the IFC and other financial reporting was effective during the year and is adequate considering the business operations of the Company. The Statutory Auditors of the Company has audited IFC with reference to Financial Reporting and their Audit Reports are annexed as Annexure B to both the Independent Audit Reports under Standalone Financial Statements and Consolidated Financial Statements.

The Company has detected that an employee of the Company has possibly committed a fraud by unlawful acquisition, possession and intentional misuse of confidential information related to certain Products of the Company.

An FIR has been filed with the office of Cyber Cell, Gujarat Police and the accused was arrested on 09.05.2022. Cyber Cell, Gujarat Police will take necessary action in the matter.

Related Party Transactions:

The Policy on Related Party Transactions as approved by the Board of Directors is uploaded on the website of the Company viz. http://www.aiaengineering.com/finances/ pdf/POlICYONREI ATEDPARTYTRANSACTIONS.pdf Credit Rating:

CRISIL has reaffirmed both the Long Term and Short Term rating of the Company as CRISIL AA /Stable and CRISIL A1 , respectively.

Dun & Bradstreet Information India Private Limited (D & B) has evaluated the Company during September, 2021. and reassigned a Dun Bradstreet Rating of 5A I, which indicates that overall status of the Company is "Strongâ.

5. HUMAN RESOURCES:

The man power of the organisation is considered by the Company as one of its most valuable asset. The Company is of the firm opinion that growth and success by an organisation can only be achieved through proper utilisation of the skills and knowledge of its human resources. The Company acknowledges the contribution of its human resources in its growth and hence puts in every effort to create an environment conducive to active employee participation.

Just as all assets need to be managed and maintained, human resource management is also extremely important for optimum output and efficiency. The Company understands that human resource management is a scientific process and hence ensures that the right tools and techniques are deployed for proper development of human resources. The Company works in a very structured manner on this aspect and hence engages with some of the topmost agencies and consultants in this area.

Continuous improvement and skill upgradation has been a very important facet of the Company''s philosophy. The Company has always looked at avenues of improvement and upgradation in all areas of functioning. Keeping in mind this philosophy, the Company has always encouraged training and

development of all its members in various areas of business. Right from technical and functional training, to managerial and behavioral training, the Company has continuously encouraged and organised programs and workshops to facilitate this. It is primarily for this reason, that there has been a continuous skill upgradation observed in the Company''s human resources.

The Company has always been extremely concerned about the health and safety of its employees. It is only because of this, that the Company had remained extremely careful and taken all possible safety measures during the global pandemic. Sanitisation, fumigation, immunity drinks etc were continuously being arranged for good health and hygiene of the team members. Apart from this, yoga, mindfulness and meditation sessions were being organised for the well being of its employees. A taskforce team was also created to continuously monitor and support any challenge that might crop up in the organisation during the pandemic.

The Company also puts in a very scientific approach towards an employee lifecycle management, right from proper induction, training, skill development to offering a career road map and succession planning. The Company also ensures that appraisals and assessments are performance centric and hence follows a very objective performance based appraisal system.

While the Company has very sound and robust HR practices, it remains open to continuous improvement and upgradation. It is with this objective in mind, that it works with some of the best global consultants and agencies for various HR activities like talent acquisition, creating organisation structure etc. While maintaining the strong and deep rooted organisational philosophy and way of functioning, the Company has continuously kept on strengthening its human resources by bringing in talented and competent professionals who can facilitate and accelerate the Company''s journey towards its vision.

6. MATERIAL CHANGES, TRANSACTIONS AND COMMITMENTS:

There are no material changes and commitments, affecting the financial position of the Company which have occurred between the close of Financial Year on 31 March, 2022 to which the Financial Statements relates and the date of this Report.

7. BUSINESS PROSPECTS:

The Company continues to invest its resources in furthering its market share in the High Chrome mill internal market worldwide with specific focus on high growth in the mining sector. Thus, to a considerable extent, the future growth prospects of the Company are linked to making further inroads in mining industry.

The Company presently focuses on three mineral ore types that represent the biggest pie of the mineral grinding space. These are Iron, Gold and Copper. Annual replacement requirement of Grinding Media is estimated at around 2.5 million tons. Of this, less than 20% is currently converted to High Chrome while the balance is served by Forged Grinding Media. This represents a large potential opportunity to convert Forged Grinding Media to High Chrome.

Your Company has adopted a three pronged approach for capitalizing on this opportunity offered by the mining segment. The first and primary focus area is approaching various mines across the Globe on the basis of the Ware advantage and cost savings - that is to say wherever the mining conditions are such that usage of High Chrome Grinding Media in place of Forged Grinding Media can offer a considerable cost saving, the Company approaches such mines with primary focus on such cost savings. The second approach is focussed on the Down Process advantage - that is to say the benefits which the usage of High Chrome Grinding Media can offer in the beneficiation process which has the potential of reduction of consumption of certain expensive and environmentally harmful consumables/ reagents and also improve the recovery of the final ore, which is particularly relevant for copper and gold mines. Lastly, the Company is also offering a unique High Chrome mill lining solution based on a Patented design, which offers significant benefits in the form of improving grinding efficiency, and therefore the throughputs; and also significant reduction in the power cost.

Your Company believes that with the capability of offering such comprehensive solutions relating to grinding and crushing in the mining space, your Company is perhaps the only Company in the world who has all such capabilities under one roof and is therefore now in a unique position so as to convert a significantly large portion of the opportunity offered by the mining space and get a prominent market share in longer term.

The Company has consciously made efforts to target multiple ores and spread its presence across all major mining centers like North America, Latin America, Australia, Africa, and Far East Asia, etc. thereby diversifying its risks significantly. On account of this, downturn in any one commodity or political and other issues in any one country will not materially impact the Company. During last few years, your Company has steadily increased its presence in the major mining groups across the globe. Given the current lower level of penetration of High Chrome Consumables in the mining segment as against the total requirement which is currently serviced by Forged Media, the Company has aggressive growth plans so as to capitalise upon the available opportunity in the mining segment and the vision is to emerge as the leading global solution provider in this segment. While the main focus of the Company in mining segment is outside India, your Company also has a major share of the domestic mining demand and shall be able to capture incremental demand as and when the same arises.

The process of conversion of a mine from the conventional Forged Grinding Media to High-Chrome Grinding Media involves significant engagement with the customers. A major portion of this exercise is required to be carried out at the customer''s site in physical mode. Due to the impact of Covid-19 pandemic, unfortunately your Company''s personnel could not travel to the customers'' locations during F.Y. 2020-21 and also practically upto H1 F.Y. 202122. However, fortunately the travel restrictions were largely lifted and normal travel has resumed during H2 F.Y. 2021-22 which has enabled your Company to take forward the process of new customer acquisition with full force from H2 F.Y. 2021-22. As you might be aware, every single Mining location represents a separate customer requiring special focus and attention and the entire process of developing a customer - i.e. a new Mine can take anywhere between 1 to 2 years or even longer given the high degree of customisation required in developing a solution for a given Mine. Due to onset of Covid-19 this process had come to a halt because of the travel restrictions as mentioned above. But now since the process has resumed your Company is confident that given the unique strength of the solutions your Company should be able to increase the volume of sales by adding regularly new Mining customers on a sustainable basis.

Thus, the medium to long term prospects for your Company remain absolutely intact.

Cement market continues to remain flat on a global basis as well as in India. Your Company is happy to inform that it continues to maintain market share and continues to make investments in new alloys, designs and process improvements which will ensure that it continues to be a preferred supplier to Cement Companies worldwide. Your Company is happy to inform that from F.Y. 202122 the Cement Industry worldwide has started growing thanks to the resumption of the Capex programmes in Industrial as well as Infrastructure space across the world. Though the relative consumption of your Company''s wear parts in Cement industry is much lower as compared to Mining, still your Company feels that there should be some growth coming in the Cement Industry volumes in the coming years, matching with the rate at which there is an overall growth in this segment. In the Utility sector (Coal Thermal Power Plants), which is driven largely by the domestic market, your Company continues to enjoy a niche position. The Company will strive to maintain a steady growth rate in this particular segment matching with the rate at which the sector grows.

8. FUTURE EXPANSION:

The Company''s current capacity stands at 3,90,000 MT of annual production of High Chrome Mill Internals.

In line with earlier estimates, the Company has decided now to start the second phase of the Grinding Media Greenfield capacity expansion of 80,000 MT at GIDC Kerala, Ahmedabad at a cost of '' 200 Crores. This new expansion will be done in two phases.

The Company has plan to invest in renewable energy by investing '' 55 Crores in Hybrid Project consisting of 2 WTG of 2.1 MW each and 3.78 MW of Solar. The project is expected to be commissioned by 31 March, 2023. The Company plans to fund all above Capex from its internal cash accruals.

9. SUBSIDIARY COMPANIES:

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013, a statement containing salient features of financial statements of Subsidiary Companies in Form AOC 1 is given as Annexure "Bâ.

The separate Audited Financial statements in respect of each of the Subsidiary Companies are also available on the website of your Company at http://www.aiaengineering.com/financials.php.

10. INSURANCE:

The Company has taken adequate insurance coverage of all its Assets and Inventories against various types of risks viz. fire, floods, earthquake, cyclone, etc.

11. INDUSTRIAL RELATIONS (IR):

12. CORPORATE GOVERNANCE:

A separate report on Corporate Governance and Practicing Company Secretary''s Report thereon is included as a part of the Annual Report.

13. MANAGEMENT DISCUSSION AND ANALYSIS REPORT (MDA):

MDA Report covering details of Operations, International Markets, Research and Development, Opportunities and Threats etc. for the year under review is given as a separate statement, which forms part of this Annual Report.

14. RISK MANAGEMENT:

The Risk Management framework has been developed and approved by the senior management in accordance with the business strategy.

The key elements of the framework include:

â¢ Risk Structure;

â¢ Risk Portfolio;

â¢ Risk Measuring & Monitoring and

â¢ Risk Optimising.

The implementation of the framework is supported through criteria for Risk assessment, Risk forms & MIS.

15. POLICES:

(a) Vigil Mechanism/Whistle Blower Policy:

The Company has adopted a Vigil Mechanism/ Whistle Blower Policy through which the Company encourages employees to bring to the attention of Senior Management including Audit and Risk Management Committee, any unethical behavior and improper practice and wrongful conduct taking place in the Company. The brief details of such vigil mechanism forms part of the Corporate Governance Report.

(b) Policy on protection of Women against Sexual Harassment at Workplace:

In Compliance with the SEBI (Prohibition of Insider Trading) Regulations, the Company has revised Model Code of Conduct of Insider Trading Regulations from time to time. The Company adopted the Code of Conduct to regulate, monitor and report trading by Designated Person(s) in order to protect the Investor''s Interest. The details of the said Code of Conduct forms part of the Corporate Governance Report.

(d) Policy for Business Responsibility

In pursuance of Regulation 34 of SEBI LODR Regulations, top 1000 companies based on market capitalisation (calculated as on March 31 of every financial year) are required to prepare and enclose with its Annual Report, a Business Responsibility Report describing the initiatives taken by them from an environmental, social and governance perspectives. A separate report on Business Responsibility is annexed herewith as Annexure "Câ.

(e) Dividend Distribution Policy:

The Board of Directors had approved

the Dividend Distribution Policy in line with SEBI LODR Regulations. The Policy is hosted on website of the Company at http://www.aiaengineering.com/finances/policy.php.

16. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):

(a) Board of Directors and KMP :

The Board of Directors of the Company is led by the Independent - Non Executive Chairman and comprises eight other Directors as on 31 March, 2022, including one Managing Director, one Whole-Time Director, four Independent Directors (including one Woman Independent Director) and two Non-Executive Directors (other than Independent Directors).

All the Independent Directors of the Company have furnished declarations that they meet the criteria of Independence as prescribed under the Companies Act, 2013 and SEBI LODR Regulations.

Considering the integrity, expertise and experience (including the proficiency), the Board of Directors recommends the reappointment of the following

Directors at the ensuing Annual General Meeting:

â¢ Mrs. Khushali Samip Solanki (DIN: 07008918), Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, offered herself for reappointment.

â¢ Mr. Yashwant M. Patel (DIN: 02103312) will be re-appointed as a Whole-Time Director for a period of 5 consecutive years from 01.04.2022 to 31.03.2027. The Board on recommendation of Nomination and Remuneration Committee, has re-appointed him as a Whole-Time Director for a period of 5 consecutive years from 1 April, 2022 and proposed a resolution for member''s approval at the ensuing Annual General Meeting.

As required under SEBI LODR Regulations amended from time to time, the information on the particulars of the Directors proposed for reappointment has been given in the Notice of the Annual General Meeting.

(b) Meetings:

During the year under review, Four Board Meetings

and Five Audit Committee meetings were

convened and held. The detail of composition of

Audit Committee is as under:-

Mr. Sanjay S. Majmudar, Chairman

Mr. Rajendra S. Shah, Member

Mr. Bhadresh K. Shah, Member

Mr. Rajan R. Harivallabhdas, Member

All recommendations made by the Audit Committee during the year were accepted by the Board.

The details of Composition of all Committees and dates of the meetings are given in the Corporate Governance Report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and SEBI LODR Regulations.

In compliance with the requirement of applicable laws and as part of the best governance practice, the Company has following Committees of the Board as on 31 March, 2022.

(i) Audit Committee

(ii) Stakeholders'' Relationship Committee

(iii) Nomination and Remuneration Committee

(iv) Corporate Social Responsibility Committee

(v) Risk Management Committee

The details with respect to the aforesaid Committees are given in the Corporate Governance Report.

(d) Board Evaluation:

Pursuant to the provisions of the Companies Act, 2013 and SEBI LODR Regulations, the Board has carried out an Annual Performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

(e) Familiarisation Program for Independent Directors:

The Independent Directors have been updated with their roles, rights and responsibilities in the Company by specifying them in their appointment letter along with necessary documents, reports and internal policies to enable them to familiarise with the Company''s procedures and practices. The Company has through presentations at regular intervals, familiarised and updated the Independent Directors with the strategy, operations and functions of the Company and Engineering Industry as a whole. The details of such familiarisation programmes for Independent Directors is posted on the website of the Company and can be accessed at http://www.aiaengineering. com/finances/corporategovernance.php.

(f) Remuneration Policy:

The Board has on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management Personnel and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report which is a Part of the Board''s Report. The detailed Policy is placed on the website of the Company at http://www.aiaengineering.com/finances/pdf/ Nomination Renumeration Policy.pdf.

(g) Directors'' Responsibility Statement:

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Clause (c) of Sub-section (3) of Section 134 of the Companies Act, 2013, which states thatâ

(i) in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

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

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

(iv) the Directors have prepared the Annual Accounts on a going concern basis;

(v) the Directors have laid down Internal Financial Controls to be followed by the Company and that such Internal Financial Controls are adequate and were operating effectively; and

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

17. AUDITORS:

Statutory Auditors:

BSR & Co. LLR Statutory Auditors of the Company have been appointed as Statutory Auditor of the Company for a period of five years in 27th Annual General Meeting of the shareholders of the Company held on 14 August, 2017.

The term of existing Statutory Auditors gets completed on conclusion of 32nd Annual General Meeting of the

Company in terms of the said approval and Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rule, 2014. As their term will expire on conclusion of 32nd Annual General Meeting, the Audit Committee and the Board of Directors at their meetings held on 25 May, 2022, after considering various parameters and subject to approval of the shareholders, recommended the re-appointment of BSR & Co. LLR Chartered Accountants (Firm Registration 101248W/ W-100022) as Statutory Auditors, for a further term of 5 (five) consecutive years commencing from conclusion of this 32nd Annual General Meeting till the conclusion of 37th Annual General Meeting. The Notes on Financial Statements referred to in the Auditors'' Report are selfexplanatory and do not call for any further comments. The Auditor'' Report does not contain any qualification or reservation. There is also no fraud has been reported by the Auditors in their Audit Report for the year ended 31 March, 2022.

Internal Auditors:

The Board of Directors at the recommendations of the Audit Committee appointed Talati & Talati LLR Chartered Accountants as Internal Auditors of the Company and ADCS & Associates, Chartered Accountants as Internal Auditors for its Nagpur Unit for the Financial Year 2022-23.

Cost Auditors:

The Cost Auditors has filed the Cost Audit Report for the Financial Year ended 31 March, 2021 before 30 September, 2021.

The Board of Directors on the recommendation of the Audit Committee has re-appointed Kiran J. Mehta & Co., Cost Accountants, Ahmedabad as the Cost Auditors of the Company to conduct the audit of the cost accounting records of the Company for the Financial Year 2022-23. As required under the Companies Act, 2013, the remuneration payable to the Cost Auditors is required to be placed before the members of the Company for their ratification at the ensuing Annual General Meeting. Accordingly, a resolution seeking member''s ratification to the remuneration payable to Kiran J. Mehta & Co.,

Cost Accountants, Ahmedabad is included in the Notice convening the 32nd Annual General Meeting.

Secretarial Auditors:

The Report on the Secretarial Audit for the year ended 31 March, 2022 is annexed herewith as Annexure "Dâ to this Board''s Report. There were no qualification/ observations in the report.

18. PARTICULARS OF ENERGY CONSERVATION,TECHNOLOGY ABSORPTION AND FOREIGNEXCHANGE EARNINGS AND OUTGO:

The additional information regarding conservation of energy, technology absorption and foreign exchange earnings and outgo, stipulated under Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is annexed herewith to this report.

19. CONSOLIDATED FINANCIAL STATEMENTS:

20. ANNUAL RETURN:

In accordance with the provisions of Section 92(3) of the Act, Annual Return of the Company as on 31 March, 2022 is hosted on website of the Company at http://www.aiaengineering.com/fiancial reports/ ANNUALRETURN21 22.pdf.

21. CORPORATE SOCIAL RESPONSIBILITY (CSR):

As per the provisions of Section 135 of the Companies Act, 2013 and Rules made thereunder, the amount required to be spent on CSR activities during the year under review, is '' 1,245.33 Lakhs and the Company has spent '' 1,233.21 Lakhs during the Financial Year ended 31 March, 2022. The shortfall of '' 12.12 Lakhs in the spending during the year under report will be transferred to the Fund specified under Schedule VII

of the Companies Act, 2013 on or before 30.09.2022. The requisite details of CSR activities carried by the Company pursuant to Section 135 of the Companies Act, 2013 is annexed as Annexure "E".

The composition and other details of the CSR Committee is included in the Corporate Governance Report which form part of the Board''s Report.

22. PARTICULAURS OF EMPLOYEES:

The information required pursuant to Section 197 of Companies Act, 2013 read with Rule 5 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is annexed as Annexure "F". The statement containing particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate Annexure forming part of this report. Further, the Report and the Accounts are being sent to the members excluding the aforesaid Annexure. In terms of Section 136 of the Act, the said Annexure is open for inspection at the Registered Office of the Company. Any shareholder interested in obtaining a copy of the same may write to the Company Secretary.

23. ENVIRONMENT, HEALTH AND SAFETY:

We at AIA Engineering Limited are committed to promote occupational health of our staff and workers and, prevent accident and injuries during the operations. We are continually improving occupational safety and environmental protection and the environmental compatibility. Wherever feasible, we are committed to conserve resources and to take advantage of opportunities for recycling. Internally, we use the best available technology for occupational safety and environmental protection when putting new investment into our units.

Company''s policies and practices for environmental protection including use of clean technologies, resource conservation resulted in reduction, recycling, and reuse initiatives that contributed to lowering the adverse environmental footprint. We also remain deeply committed to the cause of environmental protection. Our manufacturing divisions have instituted internationally accepted Quality Management Systems based on ISO 9001: 2015. Our Grinding Media foundries

located at Moraiya and Kerala GIDC have been integrated with ISO 14001: 2015 Environmental Management System and ISO 45001 : 2018 Occupational Health & Safety Management Systems.

24. SECRETARIAL STANDARDS:

The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Meetings of the Board of Directors and General Meetings.

25. ACKNOWLEDGEMENT:

Mar 31, 2021

The Members,

AIA Engineering Limited

Ahmedabad

Your Directors take pleasure in submitting the 31 Annual Report and the Audited Annual Accounts of the Company for the year ended 31 March, 2021.

1. FINANCIAL HIGHLIGHTS

('' in Lakhs)
Particulars	Standalone		Consolidated
	Year ended	Year ended	Year ended	Year ended
	31 March, 2021	31 March, 2020	31 March, 2021	31 March, 2020
Sale of Products	2,41,031.67	2,49,101.22	2,81,877.87	2,88,426.53
Other Operating Revenue	6,267.71	9,661.22	6,271.37	9,661.22
Total Revenue from Operations	2,47,299.38	2,58,762.44	2,88,149.24	2,98,087.75
Other Income	14,480.71	48,548.45	17,219.59	14,191.00
Total Income	2,61,780.09	3,07,310.89	3,05,368.83	3,12,278.75
Profit before Finance Costs, Depreciation & Amortisation and Tax Expenses	74,296.87	1,05,812.16	82,744.19	82,219.10
Finance Costs	398.52	519.89	429.31	558.75
Depreciation & Amortisation	9,097.06	9,551.24	9,350.09	9,787.92
Profit Before Tax	64,801.29	95,741.03	72,964.79	71,872.43
Less : Tax Expense
(i) Current Tax	18,628.27	14,250.45	18,683.22	14,294.75
(ii) Deferred Tax	(2,317.16)	(1,762.39)	(2,289.07)	(1,454.33)
Total Tax (i ii)	16,311.11	12,488.06	16,394.15	12,840.42
Profit after Tax	48,490.18	83,252.97	56,570.64	59,032.01
Non-Controlling Interest	-	-	(41.55)	(3.79)
Net Profit after Non-Controlling Interest	48,490.18	83,252.97	56,612.19	59,035.80
Other Comprehensive Income (Net of Tax) (After Minority Interest)	(273.17)	262.61	(2,298.12)	(393.70)
After Comprehensive Income	48,217.01	83,515.58	54,310.02	58,645.60

Standalone Operating Results:

During the year under review, the Revenue from operation of the Company is '' 2,47,299.38 Lakhs as compared to '' 2,58,762.44 Lakhs in the previous Financial Year. Exports Turnover registered in the same period is '' 1,90,226.76 Lakhs as against the Export Turnover of '' 1,93,303.97 Lakhs in the previous Financial Year.

During the year under review, Company has earned a Profit Before Tax (PBT) of '' 64,801.29 Lakhs and Profit After Tax (PAT) of '' 48,490.18 Lakhs as compared to PBT of '' 95,741.03 Lakhs and PAT of '' 83,252.97 Lakhs respectively in the previous Financial Year.

Consolidated Operating Results:

During the year under review, on a Consolidated basis, your Company (together with its Subsidiaries) has earned Revenue from Operations of '' 2,88,149.24 Lakhs as compared to '' 2,98,087.75 Lakhs in the previous Financial Year. Correspondingly, the Consolidated Profit After Tax (PAT) registered during the year under review is '' 56,612.19 Lakhs (After Minority Interest) as compared to PAT (After Minority Interest) of '' 59,035.80 Lakhs in the previous Financial Year.

2. DIVIDEND:

The Board of Directors are pleased to recommend a Dividend of '' 9/- (450%) per Equity Share of the face value of '' 2/- each amounting to '' 8,488.88 Lakhs for the Financial Year 2020-21.

The Dividend, if declared by the shareholders at the ensuing Annual General Meeting, will be paid to those Shareholders, whose names stand registered in the Register of Members as on 27 August, 2021. In respect of shares held in dematerialised form, it will be paid to the members whose names are furnished by National Securities Depository Limited and Central Depository Services (India) Limited, as beneficial owners.

3. SHARE CAPITAL:

The Paid Up Equity Share Capital of the Company as on 31 March, 2021 is '' 1,886.41 Lakhs. During the year under review, the Company has neither issued any shares (including shares with differential voting rights) nor granted stock option or sweat equity.

4. FINANCE:

Cash and cash equivalents as at 31 March, 2021 were '' 21,708.67 Lakhs. The Company continues to focus on judicious management of its Working Capital, Receivables, Inventories, while other Working Capital parameters were kept under strict check through continuous monitoring.

Capital Expenditure Outlay:

During the year under review, the Company has incurred Capex of '' 12,357.24 Lakhs.

Deposits:

During the year under review, the Company has neither accepted nor renewed any deposit within the meaning of Section 73 of the Companies Act, 2013.

Particulars of Loans, Guarantees or Investments:

During the year under review, Company has not provided any Loan or Guarantee covered under the provisions of Section 186 of the Companies Act, 2013. The details of Guarantees provided and Investments made by the Company are given in the notes to the Financial Statements.

Internal Financial Control and Audit:

The Company has designed and implemented a process driven framework for Internal Financial Controls [IFC] within the meaning of the explanation to Section 134(5) (e) of the Act. For the year ended on 31 March, 2021, the Board is of the opinion that the Company has sound IFC commensurate with the size, scale and complexity of its business operations. The IFC operates effectively and no material weakness exists. The Company has a process in place to continuously monitor the same and identify gaps, if any, and implement new and / or improved internal controls whenever the effect of such gaps would have a material effect on the Company''s operations.

The Board of Directors at the recommendations of the Audit Committee appointed Talati & Talati, Chartered Accountants as Internal Auditors of the Company and ADCS & Associates, Chartered Accountants as Internal Auditors for its Nagpur Unit for the Financial Year 2021-22.

Related Party Transactions:

All the Related Party Transactions entered into during the financial year were on an Arm''s Length basis and were in the Ordinary Course of Business. There are no materially significant Related Party Transactions made by the Company with Promoters, Directors, Key Managerial Personnel (KMP) which may have a potential conflict with the interest of the Company at large.

The Policy on Related Party Transactions as approved by the Board of Directors is uploaded on the website of the Company viz. http://www.aiaengineering.com/finances /pdf/POLICYONRELATEDPARTYTRANSACTIONS.pdf. Credit Rating:

CRISIL has reaffirmed both the Long Term and Short Term rating of the Company as CRISIL AA /Stable and CRISIL A1 , respectively.

Dun & Bradstreet Information India Private Limited (D & B) has evaluated the Company during October, 2020 and reassigned a Dun Bradstreet Rating of 5A I, which indicates that overall status of the Company is "Strongâ.

5. HUMAN RESOURCES:

The Company believes that one of its biggest asset is its human resource. The Company believes that human resources contribute a lot towards the success of the organisation and hence the Company puts in a lot of emphasis in nurturing this valuable asset. An organisational culture that encourages employees for active and energetic participation can go a long way towards the growth of the organisation and the Company puts in all the necessary efforts to create such a culture.

The Company believes that manpower management is an art as well as science. It is very important to understand and appreciate the finer points related to the development of human resources and must be pursued in a very scientific and organised manner. Right from creating a proper organisation structure, planning of manpower needs, defining roles and responsibilities, acquisition of appropriate talent, optimal and effective utilisation of the acquired talent, nurturing of human resources and offering them a career map - all these facets of talent management are being deployed by the Company in an extremely scientific and structured manner.

The Company also hugely believes in team work and also realises that the synergy created by team work is much more compared to any individual brilliance. While the Company normally encourages a lot of employee engagement activities round the year in order to facilitate improvement of rapport of the employees across various functions and development of their creative skills, this year had different sets of challenges. Owing to the COVID19 pandemic, the Company didn''t promote the usual employee engagement activities during year, team work was amply visible throughout the year while countering the challenges posed by the global pandemic.

For the Company, health and safety of its employees has always been of paramount importance. The Company had put in all possible efforts for the safety and health of its employees during the global pandemic. Adequate sanitisation, fumigation, immunity drinks etc. were organised for the safety and wellbeing of its employees. The Company had also created a dedicated taskforce led by some senior executives in the organisation to meet any health related challenges that any employee of the Company might encounter because of the global pandemic.

The Company also puts in a lot of emphasis on the growth of the employees through skill upgradation. The Company believes that it is imperative that every employee continuously looks at areas of improvement and ways of upgrading his skills. Training programs are designed and organised based on skill gap analysis and organisational needs. While this year had its own sets of challenges in organizing shop floor trainings, the Company organised virtual training sessions for its employees to upgrade their technical and functional skills. Employee health and well being is considered of paramount importance and speakers are invited to deliver talks on these subjects as well.

Performance of an individual has always been considered as the yardstick for assessment and hence the organisational culture has always been very objective and performance driven. Accordingly, the performance appraisal system has also been very scientific, result oriented and objective.

Continuous improvement has been the Company''s mantra in all areas and HR practices is no exception. The Company engages and avails inputs from some of the top names in the area of human resources to further improve upon various facets of HR practices, tools and systems. While the Company continues to strengthen its human resources by adding competent professionals in the team, the organisational fabric of dedicated, committed and loyal employees remains intact.

6. MATERIAL CHANGES, TRANSACTIONS AND COMMITMENTS:

There are no material changes and commitments, affecting the financial position of the Company which have occurred between the close of financial year on 31 March, 2021 to which the financial statements relates and the date of this Report.

7. BUSINESS PROSPECTS:

The Company continues to invest its resources in furthering its market share in the High Chrome Mill Internal market worldwide with specific focus on high growth in the mining sector. Thus, to a considerable extent, the future growth prospects of the Company are linked to making further inroads in mining industry.

The Company focuses on four mineral ore types that represent the biggest pie of the mineral grinding space. These are Iron, Platinum, Gold and Copper. Annual replacement requirement of grinding media is estimated at around 2.5 Million tons. Of this, less than 20% is currently converted to High Chrome while the balance is served by forged grinding media. This represents a large potential opportunity to convert forged grinding media to High Chrome.

Your Company has adopted a three pronged approach for capitalising on this opportunity offered by the mining segment. The first and primary focus area is approaching various mines across the Globe on the basis of the Ware advantage and cost savings - that is to say wherever the mining conditions are such that usage of High Chrome grinding media in place of forged grinding media can offer a considerable cost saving, the Company approaches such mines with primary focus on such cost savings. The second approach is focussed on the Down Process advantage - that is to say the benefits which the usage of High Chrome grinding media can offer in the beneficiation process which has the potential of reduction of consumption of certain expensive and environmentally harmful consumables/reagents and also improve the recovery of the final ore, which is particularly relevant for copper and gold mines. Lastly, the Company is also offering a unique High Chrome mill lining solution based on a Patented design, which has offers significant benefits in the form of improving grinding efficiency, and therefore the throughputs; and also significant reduction in the power cost.

The Company has consciously made efforts to target multiple ores and spread its presence across all major mining centers like North America, Latin America, Australia, Africa, and Far East Asia, etc. thereby diversifying its risks significantly. On account of this, downturn in any one commodity or political and other issues in any one country will not materially impact the Company. During last few years, your Company has steadily increased its presence in the major mining groups across the globe. Given the current lower level of penetration of High Chrome Consumables in the mining segment as against the total requirement which is currently serviced by forged media, the Company has aggressive growth plans so as to capitalise upon the available opportunity in the mining segment and the vision is to emerge as the leading global solution provider in this segment. While the main focus of the Company in mining segment is outside India, your Company also has a major share of the domestic mining demand and shall be able to capture incremental demand as and when the same arises.

The process of conversion of a mine from the conventional forged grinding media to High-Chrome grinding media involves significant engagement with the customers. A major portion of this exercise is required to be carried out at the customer''s site in physical mode. Unfortunately, the Covid-19 pandemic whose first wave came last fiscal and whose second wave has been witnessed in the current fiscal, has impacted the ability of your Company''s personnel to travel to various mine sites and therefore the process of new customer acquisition/customer conversion has slowed down considerably. Further, while most of the mining sites across the globe have continued their operations during the first as well as the second wave of Covid-19 pandemic, the fact remains that the availability of customers'' own staff is also negatively impacted and this is also delaying the process of new customer acquisition/conversion. However, your Company is confident that hopefully, if by the second/third quarter of the current fiscal year 202122, the negative effect of the second wave of Covid-19 pandemic recedes considerably and normal travel commences your Company will be able to again take forward the process of new customer acquisition with full force. Thus, the medium to long term prospects for your Company remain absolutely intact.

In the Utility sector (Coal Thermal Power Plants), which is driven largely by the domestic market, your Company continues to enjoy a niche position. The Company will strive to maintain a steady growth rate in this particular segment matching with the rate at which the sector grows.

8. FUTURE EXPANSION:

The Company''s current capacity stands at 3,90,000 MT of annual production of High Chrome Mill Internals.

The Company has started implementing a greenfield facility at Kerala GIDC near Ahmedabad to manufacture 50,000 MT of "Mill Liningsâ at a cost of '' 250 Crores and is estimated to be commissioned in 2^nd half of 2021-22. In line with various uncertainties emerging on account of Covid-19 Pandemic the Company has decided not to break ground on the second phase of the grinding media Greenfield capacity expansion of 50,000 MT at GIDC Kerala, Ahmedabad - this phase will be activated as things stabilise in terms of global Covid linked uncertainty.

The Company plans to fund all above Capex from its internal cash accruals.

9. SUBSIDIARY COMPANIES:

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013, a Statement containing salient features of Financial Statements of Subsidiary Companies in Form AOC-1 is given as Annexure "Bâ. The Company will make available the Annual Accounts of the Subsidiary Companies and the related detailed information to any member of the Company who may be interested in obtaining the same. The Annual Accounts of the Subsidiary Companies will also be kept open for inspection at the Registered Office of the Company. The Consolidated Financial Statements presented by the Company include financial results of its Subsidiary Companies.

The separate Audited Financial Statements in respect of each of the Subsidiary Companies are also available on the website of your Company at http://www.aiaengineering.com/financials.php

10. INSURANCE:

The Company has taken adequate insurance coverage of all its assets and inventories against various types of risks viz. fire, floods, earthquake, cyclone, etc.

11. INDUSTRIAL RELATIONS (IR):

grievances in a timely manner, and provides avenues to its employees for their all-round development on professional and personal levels. All these measures aid employee satisfaction and involvement, resulting in good Industrial Relations.

12. CORPORATE GOVERNANCE:

A separate Report on Corporate Governance and Practicing Company Secretary''s Report thereon is included as a part of the Annual Report.

13. MANAGEMENT DISCUSSION AND ANALYSIS (MDA):

MDA covering details of operations, International markets, Research and Development, Opportunities and Threats etc. for the year under review is given as a separate statement, which forms part of this Annual Report.

14. RISK MANAGEMENT:

The Risk Management framework has been developed and approved by the senior management in accordance with the business strategy.

The key elements of the framework include:

â¢ Risk Structure;

â¢ Risk Portfolio;

â¢ Risk Measuring & Monitoring and

â¢ Risk Optimizing.

The implementation of the framework is supported through criteria for Risk assessment, Risk forms & MIS.

15. POLICES:

(a) Vigil Mechanism / Whistle Blower Policy:

The Company has adopted a Vigil Mechanism/ Whistle Blower Policy through which the Company encourages various stakeholders to bring to the attention of Senior Management including Audit and Risk Management Committee, any unethical behavior and improper practice and wrongful conduct taking place in the Company. The brief details of such vigil mechanism forms part of the Corporate Governance Report.

(b) Policy on protection of Women against Sexual Harassment at Workplace:

SEBI Vide its Notification No. SEBI/LAD-NRO/ GN/2018/59 dated 31 December, 2018 has amended the SEBI (Prohibition of Insider Trading) (Amendment) (Regulations) 2018 which is applicable from 1 April, 2019. In Compliance with the aforesaid notification of SEBI, the Company has revised Model Code of Conduct of Insider Trading Regulations to regulate, monitor and report trading by Designated Person(s) in order to protect the Investors'' Interest. The details of the said Code of Conduct forms part of the Corporate Governance Report.

(d) Policy for Business Responsibility

In pursuance of Regulation 34 of SEBI LODR Regulations, top 1,000 companies based on market capitalisation (calculated as on March 31 of every financial year) are required to prepare and enclose with its Annual Report, a Business Responsibility Report describing the initiatives taken by them from an environmental, social and governance perspectives. A separate Report on Business Responsibility is annexed herewith as Annexure "Câ.

(e) Dividend Distribution Policy:

The Board of Directors had approved the Dividend Distribution Policy in line with SEBI LODR Regulations. The Policy is hosted on website of the Company at http://www.aiaengineering.com/ finances/policy.php.

16. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):

(a) Board of Directors and KMP

The Board of Directors of the Company is led by the Independent - Non Executive Chairman and comprises eight other Directors as on 31 March, 2021, including one Managing Director, one Whole-Time Director, four Independent Directors (including one Woman Independent Director) and two Non-Executive Directors (other than Independent Directors).

All the Independent Directors of the Company have furnished declarations that they meet the criteria of Independence as prescribed under the Companies Act, 2013 and SEBI LODR Regulations.

During the year under review, Mr. Rajan Harivallbhdas (DIN: 00014265) has been reappointed as an Independent Director for a second term of 5 (five) consecutive years with effect from 24 September, 2020.

Considering the integrity, expertise and experience (including the proficiency), the Board of Directors recommends the reappointment of the following Directors at the ensuing Annual General Meeting:

â¢ Mrs. Bhumika Shyamal Shodhan (DIN: 02099400), Non-Executive Non-Independent Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, offered herself for re-appointment.

â¢ Mr. Bhadresh K. Shah (DIN: 00058177) will be reappointed as Managing Director for a period of 5 years from 1 October, 2021 to 30 September, 2026. The Board on recommendation of Nomination and Remuneration Committee, has re-appointed him as a Managing Director for a period of 5 years from 1 October, 2021 and proposed a resolution for members'' approval at the ensuing Annual General Meeting.

As required under SEBI LODR Regulations amended from time to time, the information on the particulars of the Directors proposed for re-appointment has been given in the Notice of the Annual General Meeting.

(b) Meetings:

During the year under review, four Board Meetings

and four Audit Committee meetings were

convened and held. The detail of composition of

Audit Committee is as under:-

Mr. Sanjay S. Majmudar, Chairman

Mr. Rajendra S. Shah, Member

Mr. Bhadresh K. Shah, Member

Mr. Rajan R. Harivallabhdas, Member

All recommendations made by the Audit

Committee during the year were accepted by the

Board.

The details of Composition of other Committees and dates of the meetings are given in the Corporate Governance Report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and SEBI LODR Regulations.

In compliance with the requirement of applicable laws and as part of the best governance practice, the Company has following Committees of the Board as on 31 March, 2021.

(i) Audit Committee

(ii) Stakeholders'' Relationship Committee

(iii) Nomination and Remuneration Committee

(iv) Corporate Social Responsibility Committee

(v) Risk Management Committee

The details with respect to the aforesaid Committees are given in the Corporate Governance Report.

(d) Board Evaluation:

Pursuant to the provisions of the Companies Act, 2013 and SEBI LODR Regulations, the Board has carried out an evaluation of its own, the Directors individually as well as the evaluation of the working of its Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

(e) Familiarisation Program for Independent Directors:

The Independent Directors have been updated with their roles, rights and responsibilities in the Company by specifying them in their appointment letter alongwith necessary documents, reports

and internal policies to enable them to familiarise with the Company''s procedures and practices. The Company has through presentations at regular intervals, familiarised and updated the Independent Directors with the strategy, operations and functions of the Company and Engineering Industry as a Whole. The details of such familiarisation programmes for Independent Directors is posted on the website of the Company and can be accessed at http://www.aiaengineering. com/finances/corporategovernance.php.

(f) Nomination and Remuneration Policy :

(g) 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;

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

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

d) the Directors 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 are adequate and were operating effectively; and

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

17. AUDITORS:

Statutory Auditors:

B S R & Co. LLP, Chartered Accountants of the Company have been appointed as Statutory Auditors of the Company for a period of five years in 27^th Annual General Meeting of the shareholders of the Company held on 14 August, 2017.

In accordance with the Companies Amendment Act, 2017, enforced on 7 May, 2018 by the Ministry of Corporate Affairs, the appointment of Statutory Auditors is not required to be ratified at every Annual General Meeting.

Cost Auditors:

The Cost Auditors has filed the Cost Audit Report for the Financial Year ended 31 March, 2020 within stipulated time frame.

The Board of Directors on the recommendation of the Audit Committee has re-appointed Kiran J. Mehta & Co., Cost Accountants, Ahmedabad as the Cost Auditors of the Company to audit the cost accounting records of the Company for the Financial Year 2021-22. As required under the Companies Act, 2013, the remuneration payable to the Cost Auditors is required to be placed before the members of the Company for their ratification at the ensuing Annual General Meeting. Accordingly, a resolution seeking members'' ratification of the remuneration payable to Kiran J. Mehta & Co., Cost Accountants, Ahmedabad is included in the Notice convening the 31^st Annual General Meeting.

Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules

2014, the Company has appointed, Mr. Tushar M. Vora, Practicing Company Secretary (ACS-3459, CP No. 1745), Ahmedabad to conduct a Secretarial Audit of the Company''s Secretarial and related records for the year ended 31 March, 2021.

The Report on the Secretarial Audit for the year ended 31 March, 2021 is annexed herewith as Annexure "Dâ to this Board''s Report. There were no qualification/ observations in the Report.

18. PARTICULARS OF ENERGY CONSERVATION,TECHNOLOGY ABSORPTION AND FOREIGNEXCHANGE EARNINGS AND OUTGO:

19. CONSOLIDATED FINANCIAL STATEMENTS:

20. ANNUAL RETURN:

In accordance with the provisions of Section 92(3) of the Act, Annual Return of the Company as on 31 March, 2021 is hosted on the website of the Company at http://www.aiaengineering.com/fiancial_ reports/ANNUALRETURN20_21.pdf

21. CORPORATE SOCIAL RESPONSIBILITY (CSR):

As per the provisions of Section 135 of the Companies Act, 2013 and Rules made thereunder, the amount required to be spent on CSR activities during the year under review, is '' 1,144.69 Lakhs and the Company has spent '' 1,144.19 Lakhs during the Financial Year ended 31 March, 2021. The shortfall of '' 0.50 Lakhs in the spending during the year under report will be transferred to the Fund specified under Schedule VII of the Companies Act, 2013 on or before 30 September , 2021. The requisite details of CSR activities carried by the Company pursuant to Section 135 of the Companies Act, 2013 is annexed as Annexure âE".

The composition and other details of the CSR Committee is included in the Corporate Governance Report which form part of the Board''s Report.

22. PARTICULAURS OF EMPLOYEES:

23. ENVIRONMENT, HEALTH AND SAFETY:

and Rules made thereunder. Our mandate is to go beyond compliance standards and we have made a considerable improvement in this direction.

The "Environment Management Systemâ and "Occupational Health & Safety Management Systemâ of our grinding media foundries located at Moraiya and Kerala GIDC have been audited by Bureau Veritas (India) during February 2021 for renewal of certification under the ISO 14001:2015 and upgradation from OHSAS 18001:2007 to ISO 45001:2018 standards.

24. SECRETARIAL STANDARDS:

The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Meetings of the Board of Directors and General Meetings.

25. ACKNOWLEDGEMENT:

For and on behalf of the Board, RAJENDRA S. SHAH

Place: Ahmedabad Chairman

Date: 25 May, 2021 (DIN:00061922)

Mar 31, 2019

The Members,

The Directors take pleasure in submitting the 29^th Annual Report and the Audited Annual Accounts of the Company for the year ended 31 March 2019.

1. FINANCIAL HIGHLIGHTS (Rs. in Lakhs)

	Standalone		Consolidated
Particulars	Year ended 31 March 2019	Year ended 31 March 2018	Year ended 31 March 2019	Year ended 31 March 2018
Revenue from Operations	2,73,716.71	2,09,573.23	2,96,743.46	2,39,629.96
Other Operating Income	10,041.79	7,008.74	10,206.53	7,038.81
Total Income from Operations	2,83,758.50	2,16,581.97	3,06,949.99	2,46,668.77
Other Income	11,621.58	21,698.25	12,089.29	12,181.49
Total Income	2,95,380.08	2,38,280.22	3,19,039.28	2,58,850.26
Profit before Finance Cost, Depreciation & Amortization and Tax Expenses	68,680.05	68,235.68	78,079.29	65,751.45
Finance Cost	719.05	656.72	754.71	692.76
Depreciation &Amortization	7,769.59	6,439.39	7,884.57	6,558.07
Profit Before Tax	60,191.41	61,139.57	69,440.01	58,500.62
(i) Provision for Taxation	16,963.31	14,709.53	17,116.40	14,887.54
(ii) Deferred Tax	1,745.93	(560.62)	1,179.84	(749.02)
Total Tax(i ii)	18,709.24	14,148.91	18,296.24	14,138.52
Profit afterTax	41,482.17	46,990.66	51,143.77	44,362.10
Non Controlling Interest	-	_-	(60.72)	(26.88)
Net Profit after Non Controlling Interest	41,482.17	46,990.66	51,083.05	44,335.22
Other Comprehensive Income (Net of Minority Interest)	95.16	120.65	(654.21)	(2,064.94)
Total Comprehensive Income	41,577.33	47,111.31	50,428.84	42,270.28

Standalone Operating Results:

During the year under review, the Revenue from operation of the Company is Rs.2,83,758.50 Lakhs as compared to Rs.2,16,581.97 Lakhs in the previous Financial Year. Exports Turnover registered in the same period is Rs.2,07,549.52 Lakhs as against the Export Turnover of Rs.1,50,545.25 Lakhs in the previous Financial Year.

During the year under review, Company has earned a Profit Before Tax (PBT) of Rs.60,191.41 Lakhs and Profit After Tax (PAT) of Rs.41,482.17 Lakhs as compared to PBT of Rs.61,139.57 Lakhs and PAT of Rs.46,990.66 Lakhs respectively in the previous Financial year.

Consolidated Operating Results:

During the year under review, on a Consolidated basis, your Company (together with its Subsidiaries) has earned Revenue from Operations of Rs.3,06,949.99 Lakhs as compared to Rs.2,46,668.77 Lakhs in the previous Financial Year. Correspondingly, the Consolidated Profit After Tax (PAT) registered during the year under review is Rs.51,083.05 (After Minority Interest) as compared to PAT (After Minority Interest) of Rs.44,335.22 Lakhs in the previous Financial Year.

2. DIVIDEND:

The Board of Directors are pleased to recommend a Dividend of Rs.9/- (450%) per Equity Share of the face value of Rs.2/- each amounting to Rs.8,488.83 Lakhs for the Financial Year 2018-19.

The Dividend, if declared by the shareholders at the ensuing Annual General Meeting, will be paid to those Shareholders, whose names stand registered in the Register of Members as on 5 August 2019. In respect of Shares held in dematerialised form, it will be paid to the members whose names are furnished by National Securities Depository Limited and Central Depository Services(lndia) Limited, as beneficial owners.

The total Dividend outgo for the year ended 31 March 2019 would be Rs.10,233.74 Lakhs including the Corporate Dividend Tax of Rs.1,744.91 Lakhs.

3. SHARE CAPITAL:

The paid up Equity Share Capital of the Company as on 31 March 2019 is Rs.1,886.41 Lakhs. During the year under review, the Company has neither issued shares with differential voting rights nor granted stock option or sweat equity.

4. FINANCE:

Cash and cash equivalents as at 31 March 2019 were Rs.2,066.47 Lakhs. The Company continues to focus on judicious management of its Working Capital, Receivables, Inventories, while other Working Capital parameters were kept under strict check through continuous monitoring.

Capital Expenditure Outlay:

During the year under review, the Company has incurred an expense of Rs.19,710.34 Lakhs.

Deposits:

During the year under review, the Company has neither accepted nor renewed any deposits within the meaning of Section 73 of the Companies Act, 2013 (âthe Actâ).

Particulars of Loans, Guarantees or Investments:

During the year under review, Company has not provided any loan but it has provided a guarantee covered under the provisions of Section 186 of the Companies Act, 2013. The details of Guarantees provided and Investment made by the Company are given in the notes to the Financial Statements.

Internal Financial Control and Audit:

The Company has designed and implemented a process driven framework for Internal Financial Controls [IFC] within the meaning of the explanation to Section 134(5) (e) of the Act. For the year ended on 31 March 2019, the Board is of the opinion that the Company has sound IFC commensurate with the size, scale and complexity of its business operations. The IFC operates effectively and no material weakness exists. The Company has a process in place to continuously monitor the same and identify gaps, if any, and implement new and / or improved internal controls whenever the effect of such gaps would have a material effect on the Companyâs operations.

The Board of Directors at the recommendations of the Audit Committee appointed M/s. Talati & Talati, Chartered Accountants as Internal Auditors of the Company for the Financial Year2019-20 and M/s. NRCA& Associates, Chartered Accountants as Internal Auditors for Nagpur Unit.

Related Party Transactions:

All the Related Party Transactions entered into during the financial year were on an Armâs Length basis and in the Ordinary Course of Business. There are no materially significant Related Party Transactions made by the Company with Promoters, Directors, Key Managerial Personnel (KMP) which may have a potential conflict with the interest of the Company at large.

The Policy on Related Party Transactions as approved by the Board of Directors is uploaded on the website of the Company viz http://www.aiaengineering.com/finances/ pdf/ POLICYONRELATEDPA RTYTRANSACTIONS.pdf Credit Rating:

CRISIL has reaffirmed both the Long Term and Short Term rating of the Company as CRISIL AA /Stable and CRISIL A1 , respectively.

Dun & Bradstreet Information India Private Limited (D & B) has evaluated the Company during October, 2017 and reassigned a Dun Bradstreet Rating of 5A3, which indicates that overall status of the Company is âStrongâ.

5. HUMAN RESOURCE:

Human resource is considered by the company as one of its biggest strength and asset and hence puts a lot of emphasis on nurturing and developing this asset. The company acknowledges that one of the most important parameters for the continuous and sustained growth of the organization is the strength of its human capital and hence the company puts great emphasis to ensure that the employees are fully motivated and involved in the operations of the company.

Employee engagement activities are regularly organised in the company for better teamwork and cross functional rapport. This also helps employees to be more innovative and creative in their work areas and enhances their out of the box thinking capabilities. Apart from this, the company appreciates the significance of a healthy work life balance and hence promotes such employee engagement activities which help in de-stressing the employees. This includes organising and participating in various sports activities and festival celebrations. Employee development and skill upgradation is another area which is considered extremely vital by the company. The company is of the firm opinion that there has to be a continuous skill upgradation endeavor and hence organises regular training programs across all functions. The training is not only functional training, but also includes sessions related to motivational training, behavioral training as well as wellness information. The company realises that if the skills of its human resource is not upgraded, it can lead to stagnation and hence apart from organising in house training programs by subject experts, also deputes its people to various seminars and programs.

The organization also encourages performance driven culture and hence puts in a lot of emphasis on a performance management system which is objective, transparent and result oriented. Clarity of structure, roles and responsibilities, key result areas and key performance indicators helps in creating a result oriented culture and performance based appraisals. These are some of the initiatives that have been consistently practiced and executed across the organization. It is mainly because of these measures that although the company has grown significantly over the last few years, its basic fabric of loyal employees dedicated to the growth of the organization remains as strong as ever.

6. MATERIAL CHANGES, TRANSACTIONS AND COMMITMENTS:

There are no material changes and commitments, affecting the financial position of the Company which have occurred between the close of financial year on 31 March 2019 to which the financial statements relates and the date of this Report.

7. BUSINESS PROSPECTS:

The Company continues to invest its resources in furthering its market share in the high chrome mill internal market worldwide with specific focus on high growth in the mining sector. To that extent, the future growth prospects of the Company will rely on making further inroads in mining industry.

The Company focuses on 4 mineral ore types that represent the biggest pie of the mineral grinding space. These are Iron, Platinum, Gold and Copper. Annual replacement requirement of grinding media is estimated at 2.5 million tons. Of this, less than 20% is currently converted to high chrome while the balance is served by forged grinding media. This represents a large potential opportunity to convert forged grinding media to high chrome.

The Company started its engagement with the mining sector by offering grinding media in high chrome metallurgy which reduced wear rates and thereby the cost of these consumables. The Companyâs DNA is to work on sharpening this engagement continuously by offering further solutions that improve customersâ operations and reduce their costs. In line with this philosophy, Company now offers solutions that can help in reduction in cost of other consumables (other than high-chrome grinding media), reduction in use of toxic reagents and thereby improving their environmental footprint and increasing metal recovery, especially relevant for gold and copper mines. This has helped your Company in being able to provide comprehensive solutions to the mining industry globally and in creating a unique positioning which augurs well for the consistent and steady growth in this industry over medium to long term.

In addition to Grinding Media, Company is now focussing on Mill Linings for the same mining customers. The Company has been making these parts for grinding mills for Cement grinding for more than 20 years. It now plans to offer these parts for grinding mills used for mineral ore grinding. The Company has entered into a technical collaboration with a US Company which has expertise in optimising grinding efficiency. Company will be able to offer reduced power costs and increased throughputs as a solution to customers. There will be material savings for the customer and with Companyâs existing solutions around wear cost reduction, reagent consumption reduction and metal recovery improvement, it will position the Company as true partner with its Customers and help sharpen its engagement meaningfully. Company has announced plans to set up a greenfield facility to manufacture Mill Linings which will help it to service this industry.

The Company has consciously made efforts to target multiple ores and spread its presence across all major mining centers like North America, Latin America, Australia, Africa, and the Far East Asia, etc. thereby diversifying its risks significantly. On account of this, downturn in any one commodity or political and other issues in any one country will not materially impact the Company. During last few years, your Company has steadily increased its presence in the major mining groups across the globe. Given the current lower level of penetration of High Chrome Consumables in the mining segment as against the total requirement which is currently serviced by forged media, the Company has aggressive growth plans so as to capitalise upon the available opportunity in the mining segment and the vision is to emerge as the leading global solution provider in this segment. While the current focus of the Company in mining segment is outside India, your Company also has a major share of the domestic mining demand and shall be able to capture incremental demand as and when the same arises.

Cement market continues to remain flat on a global basis. While there is talk of increasing investments in infrastructure by many western countries, its implementation remains to be seen. Your Company is happy to inform that it continues to maintain market share and continues to make investments in new alloys, designs and process improvements which will ensure that it continues to be a preferred supplier to Cement Companies worldwide. On the domestic front, Company is seeing a resurgence of bullish trends on the back of overall investment climate and will benefit from the growth as it happens. On the whole, in near term, your Company continues to believe that the overall production and sales will remain flat in this segment.

Power is one of the largest cost line items for the Company after raw materials. Your Company has been very sensitive in this regards and has been taking prudent steps to contain cost escalation. It was one of the first Companies in Gujarat to take benefit of open access linked power purchase from the exchange. In Financial Year 2018-19, it decided to further de-risk cost escalations by undertaking significant investment in Wind Mills. Accordingly, Company has now successfully purchased and commissioned 8 windmills at a total cost of â104.19 crore.

8. FUTURE EXPANSION:

The Companyâs current capacity stands at 3,40,000 Mt of high chrome mill internals. The Company is in midst of expanding this capacity to 4,90,000 Mt by a mix of greenfield and brownfield expansion at its existing plant in GIDC Kerala, near Ahmedabad.

Of this expansion, 1,00,000 Mt will be grinding media which was planned in two phases of 50,000 Mt. each. The first phase of 50,000 Mt has been delayed on account of financial issues faced by one important equipment supplier thereby delaying supply of that equipment. We have now resolved this and expect to commission this first phase by September 2019. This will take our capacity to 3,90,000 Mt. The second phase of 50,000 Mt will be taken up thereafter and is estimated to be commissioned by December 2020. This should take Companyâs capacity to 4,40,000 Mt.

The Company has firmed up plans to set up a Greenfield facility to manufacture 50,000 Mt of âMill Liningsâ at a cost of Rs.250 crore and is estimated to be commissioned by December 2020. Post this expansion, Companyâs capacity will stand at 4,90,000 Mt.

The Company plans to fund all above Capex from internal cash accruals.

9. SUBSIDIARY COMPANIES:

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013, a statement containing salient features of financial statements of Subsidiary companies in Form AOCIis given as Annexure âBâ.

The Company will make available the Annual Accounts of the Subsidiary Companies and the related detailed information to any member of the Company who may be interested in obtaining the same. The annual accounts of the Subsidiary Companies will also be kept open for inspection at the Registered Office of the Company. The Consolidated Financial Statements presented by the Company include financial results of its Subsidiary Companies.

The separate audited financial statements in respect of each of the subsidiary companies are also available on the website of your Company at http://www. aiaengineering.com/financials.php During the year under review, Vega Industries Australia Pty Ltd, step down subsidiary of the Company have been incorporated by Vega Industries (Middle East)FZC. UAE, a Wholly Owned Subsidiary of the Company.

10. INSURANCE:

The Company has taken adequate insurance coverage of all its assets and Inventories against various types of risks viz. fire, floods, earthguake, cyclone, etc.

11. INDUSTRIAL RELATIONS (IR):

The Company continues to maintain harmonious industrial relations. Company periodically reviews its HR policies and procedures to aid and improve the living standards of its employees, and to keep them motivated and involved with the larger interests of the organization. The Company has systems and procedures in place to hear and resolve employeeâs grievances in a timely manner, and provides avenues to its employees for their all-round development on professional and personal levels. All these measures aid employee satisfaction and involvement, resulting in good Industrial Relations.

12. CORPORATE GOVERNANCE:

In line with the Companyâs commitment to good Corporate Governance Practices, your Company has complied with all the mandatory provisions of Corporate Governance as prescribed in Regulations 17 to 27 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, (âSEBI LODR Regulationsâ).

A separate report on Corporate Governance and Practicing Company Secretaryâs Certificate thereon is included as a part of the Annual Report.

13. MANAGEMENT DISCUSSION AND ANALYSIS (MDA):

14. RISK MANAGEMENT:

The Company has a robust Risk Management framework to identify, evaluate business risks and opportunities. Corporate Risk Evaluation and Management is an ongoing process within the Organization. The Company has a well-defined Risk Management framework to identify, monitor and minimising/mitigating risks.

The Risk Management framework has been developed and approved by the senior management in accordance with the business strategy.

The key elements of the framework include:

- Risk Structure;

- Risk Portfolio;

- Risk Measuring & Monitoring and Risk Optimising. The implementation of the framework is supported through criteria for Risk assessment, Risk forms & MIS. The objectives and scope of Risk Management Committee broadly comprises of:

- Oversight of risk management performed by the executive management:

- Reviewing the Corporate Risk Management Policy and framework within the local legal requirements and SEBI LODR Regulations;

- Reviewing risks and evaluate treatment including initiating mitigation actions and ownerships as per a predefined cycle;

- Defining framework for identification, assessment, monitoring, mitigation and reporting of risks.

15. POLICIES:

(a) Vigil Mechanism / Whistle Blower Policy:

(b) Policy on protection of Women against Sexual Harassment at Workplace:

In line with the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules made thereunder, the Company has adopted a policy for the same. The brief details of the said policy form part of the Corporate Governance Report. The Company has not received any complaints in this regard.

(c) Code of Conduct to Regulate, Monitor and Report Trading by Insiders:

SEBI Vide its Notification No. SEBI/LAD-NRO/GN/2018/59 dated 31 December 2018 has amended the SEBI (Prohibition of Insider Trading) (Amendment) (Regulations) 2018 which became applicable from 1 April 2019. In Compliance with the aforesaid notification of SEBI, the Company has revised Model Code of Conduct of Insider Trading Regulations, the Company adopted the Code of Conduct to regulate, monitor and report trading by Designated Person(s) in order to protect the Investorâs Interest. The details of the said Code of Conduct forms part of the Corporate Governance Report.

(d) Policy for Business Responsibility

Pursuant to Regulation 34 of SEBI LODR Regulations, top 500 companies based on market capitalization (calculated as on 31 march of every financial year)are required to prepare and enclose with its Annual Report, a Business Responsibility Report describing the initiatives taken by them from an environmental, social and governance perspectives. A separate report on Business Responsibility is annexed herewith as Annexure âCâ.

(e) Dividend Distribution Policy:

The Board of Directors had approved the Dividend Distribution Policy in line with SEBI LODR Regulations. The Policy is annexed herewith as Annexure âDâ to this Boardâs Report.

16. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):

(a) Board of Directors and KMP:

The Board of Directors of the Company is led by the Independent - Non Executive Chairman and comprises nine other Directors as on 31 March 2019, including one Managing Director, one Whole-Time Director, four Independent Directors (including one Woman Independent Director) and three Non-Executive Directors (other than Independent Directors).

Mrs. Janaki Udayan Shah has been appointed as an Additional Independent Director for a period of 5(Five)years subject to the approval of members in the General Meeting.

All the independent Directors of the Company have furnished declarations that they meet the criteria of independence as prescribed under the Companies Act, 2013 and SEBI LODR Regulations. Dr. S. Srikumar (DIN 01025579), Director of the Company retires by rotation at the ensuing Annual General Meeting and eligible for re-appointment, expressed his unwillingness to be re-appointed. Hence, he will cease to be a director of the Company from this Annual General Meeting.

Mrs. Khushali Samip Solanki (DIN 07008918), Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, offered herself for re-appointment.

Mr. Rajendra S. Shah (DIN- 00061922), Mr. Sanjay

S. Majmudar (DIN - 00091305) and Mr. Dileep C. Choksi (DIN - (00016322) have been appointed as Independent Directors for a period of 5 consecutive years from 11.09.2014 to 10.09.2019. The Board, on the recommendation of Nomination and Remuneration Committee, has re-appointed them as Independent Directors for a further period of 5 consecutive years from 11 September 2019 and proposed respective resolutions for memberâs approval at the ensuing Annual General Meeting.

As required under SEBI LODR Regulations amended from time to time, the information on the particulars of the Directors proposed for re- appointment has been given in the Notice of the Annual General Meeting.

(b) Meetings:

During the year under review, Four Board Meetings and Four Audit Committee meetings were convened and held. The detail of composition of Audit Committee is as under:-

Mr. Rajendra S. Shah, Chairman

Mr. Sanjay S. Majmudar, Member

Mr. Bhadresh K. Shah, Member

Mr. Rajan R. Harivallabhdas, Member

All recommendations made by the Audit Committee during the year were accepted by the Board.

(c) Committees of the Board of Directors:

In compliance with the requirement of applicable laws and as part of the best governance practice, the Company has following Committees of the Board as on 31 March 2019.

(i) Audit Committee

(ii) Stakeholdersâ Relationship Committee

(iii) Nomination and Remuneration Committee

(iv) Corporate Social Responsibility Committee

(v) Risk Management Committee

The details with respect to the aforesaid Committees are given in the Corporate Governance Report.

(d) Board Evaluation:

Pursuant to the provisions of the Companies Act, 2013 and SEBI LODR Regulations, the Board has carried out an annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

(e) Familiarization Program for Independent Directors:

The Independent Directors have been updated with their roles, rights and responsibilities in the Company by specifying them in their appointment letter alongwith necessary documents, reports and internal policies to enable them to familiarise with the Companyâs Procedures and practices. The Company has through presentations at regular intervals, familiarised and updated the Independent Directors with the strategy, operations and functions of the Company and Engineering Industry as a Whole. The details of such familiarization programmes for Independent Directors is posted on the website of the Company and can be accessed at http://www.aiaengineering.com/finances/ corporategovernance.php

(f) Nomination and Remuneration Policy:

The Board has on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management Personnel and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report which is a part of the Boardâs Report. The detailed Policy is placed on the website of the Company at http://www. aiaengineering.com/finances/policy.php.

(g) Directorsâ Responsibility Statement:

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Clause (c) of Sub Section (3) of Section 134 of the Companies Act, 2013, which states thatâ

a) in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

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 are adequate and were operating effectively; and

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

17. AUDITORS:

Statutory Auditors:

M/s. BSR & Co. LLP, Statutory Auditors of the Company have been appointed as Statutory Auditor of the Company for a period of five years in 27^th Annual General Meeting of the shareholders of the Company.

In accordance with the Companies Amendment Act, 2017, enforced on 7 May 2018 by the Ministry of Corporate Affairs, the appointment of Statutory Auditors is not required to be ratified at every Annual General Meeting.

The Report given by the Auditors on the financial statements of the Company is part of this Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.

Cost Auditors:

The Cost Auditors has filed the cost audit report for the Financial Year ended 31 March 2018 within stipulated time frame.

The Board of Directors on the recommendation of the Audit Committee has appointed M/s Kiran J. Mehta & Co., Cost Accountants, Ahmedabad as the Cost Auditors of the Company to audit the cost records of the Company for the Financial Year 2019-20. As required under the Companies Act, 2013, the remuneration payable to the Cost Auditors is required to be placed before the members of the Company for their ratification at the ensuing Annual General Meeting.

Accordingly, a resolution seeking memberâs ratification of the remuneration payable to M/s Kiran J. Mehta & Co., Cost Accountants, Ahmedabad is included in the Notice convening the 29^th Annual General Meeting.

Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the Company has appointed, Mr. Tushar M. Vora, Practicing Company Secretary (ACS-3459, CP No. 1745), Ahmedabad to conduct Secretarial Audit of the Companyâs Secretarial and related records for the year ended 31 March 2019.

The Report on the Secretarial Audit for the year ended 31 March 2019 is annexed herewith as Annexure âEâ to this Boardâs Report. There were no qualification/ observations in the report.

18. PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

19. CONSOLIDATED FINANCIAL STATEMENTS:

20. EXTRACTOFANNUALRETURN:

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as Annexure âFâ.

21. CORPORATE SOCIAL RESPONSIBILITY (CSR):

As per the provisions of Section 135 of the Companies Act, 2013 and Rules made thereunder, the amount required to be spent on CSR activities during the year under review, is Rs.1,063.59 Lakhs and the Company has spent Rs.1,050.26 Lakhs during the Financial Year ended 31 March 2019. The shortfall in the spending during the year under report is intended to be utilised in a phased manner in future, upon identification of suitable projects within the Companyâs CSR Policy. The requisite details of CSR activities pursuant to Section 135 of the Companies Act, 2013 and as per Annexure attached to the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed as Annexure âGâ.

The composition and other details of the CSR Committee is included in the Corporate Governance Report which form part of Boardâs Report.

22. PARTICULAURS OF EMPLOYEES:

The information required pursuant to Section 197 of Companies Act, 2013 read with Rule 5 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is annexed as Annexure âHâ. The statement containing particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report. Further, the report and the accounts are being sent to the members excluding the aforesaid annexure. In terms of Section 136 of the Act, the said annexure is open for inspection at the Registered Office of the Company. Any shareholder interested in obtaining a copy of the same may write to the Company Secretary.

23. ENVIRONMENT, HEALTH AND SAFETY (EHS):

The Company is committed to health and safety of its employees, contractors and visitors. We are compliant with all EHS Regulations stipulated under the Water (Prevention and Control of Pollution) Act, The Air (Prevention and Control of Pollution) Act, The Environment Protection Act and The Factories Act and Rules made thereunder. Our mandate is to go beyond compliance standards and we have made a considerable improvement in this direction.

24. SECRETARIAL STANDARDS:

The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Meetings of the Board of Directors and General Meetings.

25. ACKNOWLEDGEMENT:

Your Directors would like to express their appreciation for the assistance and co-operation received from the Companyâs customers, vendors, bankers, auditors, investors and Government bodies during the year under review. Your Directors place on record their appreciation of the contributions made by employees at all levels. Your Companyâs consistent growth was made possible by their hard work, solidarity, cooperation and support.

For and on behalf of the Board,

Place: Ahmedabad Rajendra S. Shah

Date: 27 May 2019 Chairman

(DIN:00061922)

Mar 31, 2018

The Members of

AIA Engineering Limited

Ahmedabad

The Directors take pleasure in submitting the 28th Annual Report and the Audited Annual Accounts of the Company for the year ended 31st March, 2018.

1. FINANCIAL HIGHLIGHTS

(Rs. in Lakhs)

	Standalone		Consolidated
	Year ended	Year ended	Year ended	Year ended
	31st March,	31st March,	31st March,	31st March,
Particulars	2018	2017	2018	2017
Revenue from Operations	2,09,573.23	2,06,364.94	2,39,629.96	2,23,923.48
Other Operating Income	7,008.74	5,874.61	7,038.81	8,110.82
Total Income from Operations (net)	2,16,581.97	2,12,239.55	2,46,668.77	2,32,034.30
Other Income	21,698.25	13,888.34	12,181.49	10,435.77
Total Income	2,38,280.22	2,26,128.09	2,58,850.26	2,42,470.07
Profit before Finance Cost, Depreciation &	68,235.68	69,681.65	65,751.45	73,901.24
Amortization and Tax Expenses
Finance Cost	656.72	446.39	692.76	449.22
Depreciation & Amortization	6,439.39	7,128.90	6,558.07	7,247.71
Profit Before Tax	61,139.57	62,106.36	58,500.62	66,204.31
(i) Provision for Taxation (Current)	14,709.53	17,200.00	14,887.54	17,366.59
(ii) Deferred Tax	(560.62)	3,175.01	-749.02	3,116.40
Total Tax (i ii)	14,148.91	20,375.01	14,138.52	20,482.99
Profit after Tax	46,990.66	41,731.35	44,362.10	45,721.32
Non-Controlling Interest	-	_-	25.99	42.31
Net Profit after Non-Controlling Interest	46,990.66	41,731.35	44,336.11	45,679.01
Other Comprehensive Income	120.65	(169.33)	(2,065.83)	(1,788.49)
Total Comprehensive Income /(Expenses)	47,111.31	41,562.02	42,270.28	43,890.52

Standalone Operating Results:

During the year under review, the Revenue from operation of the Company is Rs.2,16,581.97 Lakhs as compared to Rs.2,12,239.55 Lakhs in the previous Financial Year. Exports Turnover registered in the same period was Rs.1,50,545.25 Lakhs as against the Export Turnover of Rs.1,43,383.31 Lakhs in the previous Financial Year.

During the year under review, Company has earned a Profit Before Tax (PBT) of Rs.61,139.57 Lakhs and Profit After Tax (PAT) of Rs.46,990.66 Lakhs as compared to PBT of Rs.62,106.36 Lakhs and PAT of Rs.41,731.35 Lakhs respectively in the previous Financial year.

Consolidated Operating Results:

During the year under review, on a Consolidated basis, your Company (together with its Subsidiaries) has earned Revenue from Operations of Rs.2,46,668.77 Lakhs as compared to Rs.2,32,034.30 Lakhs in the previous Financial Year. Correspondingly, the Consolidated Profit After Tax (PAT) registered during the year under review is Rs.44,336.11 Lakhs (After Minority Interest) as compared to PAT (After Minority Interest) of Rs.45,679.01 Lakhs in the previous Financial Year.

2. DIVIDEND:

During the year under Report, the Company has declared an Interim Dividend of Rs.8/- (400%) per share on 9,43,20,370 Equity Share of the face value of Rs.2/- each amounting to Rs.7,545.63 Lakhs for the Financial Year 201718 on 22nd March, 2018. Having declared Interim dividend for the year 2017-18, your Board has not recommended a Final dividend for the Financial Year 2017-18.

3. SHARE CAPITAL:

The paid up Equity Share Capital of the Company as on 31st March, 2018 is Rs.1,886.41 Lakhs. During the year under review, the Company has neither issued shares with differential voting rights nor granted stock option or sweat equity.

4. FINANCE:

Cash and Cash Equivalents as at 31st March, 2018 were Rs.1,06,826.34 Lakhs. The Company continues to focus on judicious management of its Working Capital, Receivables, Inventories, whole other Working Capital parameters were kept under strict check through continuous monitoring.

Capital Expenditure Outlay:

During the year under review, the Company has incurred an expense of Rs.11,877.95 Lakhs (including Rs.5,270.75 Lakhs of Capital Work-in-Progress) on Capital Expenditure.

Deposits:

During the year under review, the Company has neither accepted nor renewed any deposits within the meaning of Section 73 of the Companies Act, 2013.

Particulars of Loans, Guarantees or Investments:

Internal Financial Control and Audit:

The Company has designed and implemented a process driven framework for Internal Financial Controls [IFC] within the meaning of the explanation to Section 134(5) (e) of the Act. For the year ended on March 31, 2018, the Board is of the opinion that the Company has sound IFC commensurate with the size, scale and complexity of its business operations. The IFC operates effectively and no material weakness exists. The Company has a process in place to continuously monitor the same and identify gaps, if any, and implement new and / or improved internal controls whenever the effect of such gaps would have a material effect on the Companyâs operations.

The Board of Directors at the recommendations of the Audit Committee appointed M/s. Talati & Talati, Chartered Accountants as Internal Auditors of the Company for the Financial Year 2018-19 and M/s. NRCA & Associates, Chartered Accountants as Internal Auditors for Nagpur Unit for the Financial Year 2018-19.

Related Party Transactions:

The Policy on Related Party Transactions as approved by the Board of Directors is uploaded on the website of the Company.

Credit Rating:

CRISIL has reaffirmed both the Long Term and Short Term rating of the Company as CRISIL AA /Stable and CRISIL A1 , respectively.

Dun & Bradstreet Information India Private Limited (D & B) has evaluated the Company during October, 2017 and reassigned a Dun Bradstreet Rating of 5A1, which indicates that overall status of the Company is âStrongâ.

5. HUMAN RESOURCE:

The Company believes that human capital is its biggest asset and immensely values its human resource. The Company acknowledges that employee participation and involvement is the key to sustained growth and hence encourages various measures to promote the same. The Company is of the opinion that motivated employees are very crucial to the growth of the organization and hence puts in a lot of emphasis on promoting employee engagement at all levels.

A well-defi ned organization structure, with clarity of role profi les and key result areas is one thing which the Company had introduced for inculcating a performance oriented culture within the organization. This also leads to a lot of objectivity in the appraisal system and transparency within the organization. The Company also believes in providing ample opportunities to its employees for their all - round growth and hence organizes various functional, technical, behavioral and motivational training programs and seminars during the year.

The Company also believes in providing an environment which is conducive to development of entrepreneurial skills and team work. The employees are encouraged to participate in various sports activities and festival celebrations.

I t is primarily because of these initiatives that in spite of having a professional culture, there is a very strong sense of loyalty towards the organization, resulting in a very low attrition rate over last so many years.

6. MATERIAL CHANGES, TRANSACTIONS AND COMMITMENTS:

There are no material changes and commitments, affecting the financial position of the Company which have occurred between the close of financial year on 31st March, 2018 to which the financial statements relates and the date of this Report.

7. BUSINESS PROSPECTS:

There is a large annual replacement market in the mining industry, primarily in four major metal ore types, viz., Iron, Platinum, Gold and Copper. While the Company started its engagement with the mining sector by offering high chrome metallurgy which reduced wear rates and thereby the cost of these consumables, over the past year, the Company has sharpened its engagement with its customers in the mining sector by offering solutions that improve their operations and reduce their costs. This includes reduction in the cost of other consumables (other than high-chrome grinding media), reduction in use of toxic reagents and thereby improving their environmental footprint and increasing metal recovery, especially relevant for gold and copper mines. This has helped your Company in being able to provide comprehensive solutions to the Mining Industry globally and in creating a unique positioning which augurs well for the consistent and steady growth in this industry over medium to long term.

One important announcement that the Company made in this year was around the niche market of âMill Linersâ for the Mining segment where it plans to make inroads. The Company has been making these parts for grinding mills for Cement grinding for more than 20 years. It now plans to offer these parts for grinding mills used for mineral ore grinding. The Company has entered into a technical collaboration with a US Company which has expertise in optimizing grinding effi ciency. Company will be able to offer reduced power costs and increased throughputs as a solution to customers. These will be material savings for the customer and with Companyâs existing solutions around wear cost reduction, reagent consumption reduction and metal recovery improvement, it will position the Company as true partner with its Customers and help sharpen its engagement meaningfully.

The Company has consciously made efforts to target multiple ores and spread its presence across all major mining centers like North America, Latin America, Australia, Africa, and the Far East Asia, etc. thereby diversifying its risks significantly. On account of this, downturn in any one commodity or political and other issues in any one country will not materially impact the Company. During last few years, your Company has steadily increased its presence in the major mining groups across the globe. Given the current lower level of penetration of High Chrome Consumables in the Mining Segment as against the total requirement which is currently serviced by Forged Media, the Company has aggressive growth plans so as to capitalize upon the available opportunity in the mining segment and the vision is to emerge as the leading global solution provider in this segment. While the current focus of the Company in mining segment is outside India, your Company also has a major share of the domestic mining demand and shall be able to capture incremental demand as and when the same arises.

8. FUTURE EXPANSION:

The Companyâs current capacity stands at 3,40,000 Mt of high chrome mill internals. The Company is in midst of expanding this capacity to 4,40,000 Mt by brownfield expansion at its existing plant in GIDC Kerala, near Ahmedabad in two phases of 50,000 Mt each. The fi rst phase of 50,000 Mt has been delayed on account of financial issues faced by one important equipment supplier thereby delaying supply of that equipment. Accordingly, we should be able to reach 3,90,000 Mt in FY 2018-19 and 4,40,000 Mt in FY 2019-20. The incremental Capex to be incurred for this expansion is estimated at around Rs.350 Crores.

The Company has also announced plans to set up a Greenfield facility to manufacture 50,000 Mt of âMill Liningsâ at a cost of Rs.250 Crores and to be commissioned in two years, i.e. in FY 2020-21.

Lastly, power is one of the most important cost line items for the Company. To help reduce the cost and also mitigate risks against an increase in power cost, the Company has made plans to invest approx. Rs.100 Crores in wind mills.

The Company plans to fund all above Capex from internal cash accruals.

9. SUBSIDIARY COMPANIES:

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013, a statement containing salient features of financial statements of subsidiaries, associates and joint venture companies in Form AOC 1 is as per Annexure âBâ.

The Company will make available the Annual Accounts of the Subsidiary Companies and the related detailed information to any member of the Company who may be interested in obtaining the same. The annual accounts of the Subsidiary Companies will also be kept open for inspection at the Registered Office of the Company. The Consolidated Financial Statements presented by the Company include financial results of its Subsidiary Companies.

The separate audited financial statements in respect of each of the subsidiary companies are also available on the website of your Company at http://www.aiaengineering. com/financials.php

During the year under review, Vega Industries Chile SpA and AIA Ghana Limited, step down subsidiaries of the Company have been incorporated by Vega Industries (Middle East) FZC. UAE, a Wholly Owned Subsidiary of the Company.

10. INSURANCE:

The Company has taken adequate insurance coverage of all its assets and Inventories against various types of risks viz. fire, floods, earthquake, cyclone, etc.

11. INDUSTRIAL RELATIONS (IR):

The Company continues to maintain harmonious industrial relations. Company periodically reviews its HR policies and procedures to aid and improve the living standards of its employees, and to keep them motivated and involved with the larger interests of the organization. The Company has systems and procedures in place to hear and resolve employeeâs grievances in a timely manner, and provides avenues to its employees for their all-round development on professional and personal levels. All these measures aid employee satisfaction and involvement, resulting in good Industrial Relations.

12. CORPORATE GOVERNANCE:

I n line with the Companyâs commitment to good Corporate Governance Practices, your Company has complied with all the mandatory provisions of Corporate Governance as prescribed in Regulations 17 to 27 of the SEBI Listing Regulations.

A separate report on Corporate Governance and Practicing Company Secretaries Report thereon is included as a part of the Annual Report.

13. MANAGEMENTâS DISCUSSION AND ANALYSIS (MDA):

14. RISK MANAGEMENT:

I n compliance with the provisions of Regulation 21 of SEBI Listing Regulations, the Board of Directors has constituted a Risk Management Committee. The details of Committee and its terms of reference are set out in the Corporate Governance Report forming part of the Boardâs Report.

The Company has a robust Risk Management framework to identify, evaluate business risks and opportunities. Corporate Risk Evaluation and Management is an ongoing process within the Organization. The Company has a well-defi ned Risk Management framework to identify, monitor and minimizing/mitigating risks.

The Risk Management framework has been developed and approved by the senior management in accordance with the business strategy.

The key elements of the framework include

- Risk Structure;

- Risk Portfolio;

- Risk Measuring & Monitoring and

- Risk Optimizing

The implementation of the framework is supported through criteria for Risk assessment, Risk forms & MIS.

The objectives and scope of Risk Management Committee broadly comprises of:

- Oversight of risk management performed by the executive management:

- Reviewing the Corporate Risk Management Policy and framework within the local legal requirements and Listing Regulations;

- Reviewing risks and evaluate treatment including initiating mitigation actions and ownerships as per a predefined cycle;

- Defining framework for identification, assessment, monitoring, mitigation and reporting of risks.

15. POLICIES:

(a) Vigil Mechanism / Whistle Blower Policy:

(b) Policy on protection of Women against Sexual Harassment at Workplace:

As per the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules made thereunder, the Company has adopted a policy for the same. The brief details of the said policy form part of the Corporate Governance Report of this Annual Report. The Company has not received any complaints in this regard.

In pursuance to the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 and the SEBI Listing Regulations, the Company adopted the Code of Conduct to regulate, monitor and report trading by the Employees, insider and connected person(s) in order to protect the Investorâs Interest. The details of the said Code of Conduct forms part of the Corporate Governance Report.

(d) Policy for Business Responsibility:

In pursuance of Regulation 34 of SEBI Listing Regulations, top 500 companies based on market capitalization (calculated as on 31st March, of every financial year) are required to prepare and enclose with its Annual Report, a Business Responsibility Report describing the initiatives taken by them from an environmental, social and governance perspectives. The policy for Business Responsibility was placed and approved in the Board Meeting of the Company held on 13.02.2017.

A separate report on Business Responsibility is Annexed herewith as Annexure âCâ.

(e) Dividend Distribution Policy:

The Board of Directors had approved the Dividend Distribution Policy in line with SEBI Listing Regulations. The Policy is annexed herewith as Annexure âDâ to this Boardâs Report.

16. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):

(a) Board of Directors and KMP:

The Board of Directors of the Company is led by the Independent - Non Executive Chairman and comprises eight other Directors as on 31st March, 2018, including one Managing Director, one Whole-Time Director, three Independent Directors and three Non-Executive Directors (other than Independent Directors).

Mr. Yashwant M. Patel has been re-appointed as Whole Time Director for a further period of 5 (Five) years w.e.f. 1st April, 2017 vide Special Resolution passed in the Annual General Meeting held on 14th August, 2017.

All the Independent Directors of the Company have furnished declarations that they meet the criteria of Independence as prescribed under the Companies Act, 2013 and Listing Regulations.

Mrs. Bhumika Shyamal Shodhan (DIN 02099400), Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, offered herself for reappointment.

The designation of Mr. Kunal Shah, was changed from Executive Director (Finance) CFO to Executive Director (Corporate Affairs) w.e.f. 14th November, 2017. Mr. Bhupesh Porwal was appointed as Chief Financial Officer (CFO) w.e.f. 14th November, 2017.

As required under SEBI Listing Regulations amended from time to time, the information on the particulars of the Directors proposed for re-appointment has been given in the Notice of the Annual General Meeting.

(b) Meetings:

During the year under review, Five Board Meetings and Four Audit Committee meetings were convened and held. The detail of composition of Audit Committee is as under:-

Mr. Rajendra S. Shah, Chairman Mr. Sanjay S. Majmudar, Member Mr. Bhadresh K. Shah, Member Mr. Rajan R. Harivallabhdas, Member

All recommendations made by the Audit Committee during the year were accepted by the Board.

In compliance with the requirement of applicable laws and as part of the best governance practice, the Company has following Committees of the Board as on 31st March, 2018.

(i) Audit Committee

(ii) Stakeholder Relationship Committee

(iii) Nomination and Remuneration Committee

(iv) Corporate Social Responsibility Committee

(v) Risk Management Committee

The details with respect to the aforesaid Committees forms part of the Corporate Governance Report.

(d) Board Evaluation:

Pursuant to the provisions of the Companies Act, 2013 and SEBI Listing Regulations, the Board has carried out an Annual Performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

(e) Familiarization Program for Independent Directors:

The Independent Directors have been updated with their roles, rights and responsibilities in the Company by specifying them in their appointment letter alongwith necessary documents, reports and internal policies to enable them to familiarize with the Companyâs Procedures and practices. The Company has through presentations at regular intervals, familiarized and updated the Independent Directors with the strategy, operations and functions of the Company and Engineering Industry as a Whole. Site visits to various plant locations are organized for the Directors to enable them to understand the operations of the Company. The details of such familiarization programmes for Independent Directors is posted on the website of the Company and can be accessed athttp://www.aiaengineering.com/finances/ corporategovernance.php.

(f) Remuneration Policy:

The Board has on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management Personnel and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report which is a Part of the Boardâs Report. The detailed Policy is placed on the website of the Company at http:// www.aiaengineering.com/finances/pdf/Nomination_ Renumeration_Policy.pdf.

(g) Directorsâ Responsibility Statement:

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Clause (c) of Sub-section (3) of Section 134 of the Companies Act, 2013,

(a) In the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

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

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

(d) the Directors 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 are adequate and were operating effectively; and

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

17. AUDITORS:

Statutory Auditors:

M/s. BSR & Co. LLP, Statutory Auditors of the Company have been appointed as Statutory Auditor of the Company for a period of five years at its 27th Annual General Meeting of the shareholders of the Company.

In accordance with the Companies Amendment Act, 2017, enforced on 7th May, 2018 by the Ministry of Corporate Affairs, the appointment of Statutory Auditors is not required to be ratified at every Annual General Meeting.

The Report given by the Auditors on the financial statement of the Company is part of this Report. There has been no qualifi cation, reservation, adverse remark or disclaimer given by the Auditors in their Report.

Cost Auditors:

The Cost Auditors has fi led the cost audit report for the financial year ended 31st March, 2017 within stipulated time frame.

The Board of Directors on the recommendation of the Audit Committee has appointed M/s Kiran J. Mehta & Co.,

Cost Accountants, Ahmedabad as the Cost Auditors of the Company to audit the cost accounting records of the Company for the financial year 2018-19. As required under the Companies Act, 2013, the remuneration payable to the Cost Auditors is required to be placed before the members of the Company for their ratification at the ensuing Annual General Meeting. Accordingly, a resolution seeking memberâs ratifi cation of the remuneration payable to M/s Kiran J. Mehta & Co., Cost Accountants, Ahmedabad is included in the Notice convening the 28th Annual General Meeting.

Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the Company has appointed, Mr. Tushar M. Vora, Practicing Company Secretary (ACS-3459, CP No. 1745), Ahmedabad to conduct a Secretarial Audit of the Companyâs Secretarial and related records for the year ended 31st March, 2018.

The Report on the Secretarial Audit for the year ended 31st March, 2018 is annexed herewith as Annexure âEâ to this Boardâs Report. There were no qualification/observations in the report.

18. PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

19. CONSOLIDATED FINANCIAL STATEMENTS:

The Consolidated Financial Statements of the Company prepared in accordance with relevant Indian Accounting Standards (Ind AS) viz.Ind AS-27, Ind AS-28 and Ind AS-110 issued by the Ministry of Corporate Affairs, form part of this Annual Report.

20. EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as Annexure âFâ.

21. CORPORATE SOCIAL RESPONSIBILITY (CSR):

As per the provisions of Section 135 of the Companies Act, 2013 and rules made thereunder, the amount required to be spent on CSR activities during the year under review, is Rs.1,079.65 Lakhs and the Company has spent Rs.773.13 Lakhs during the Financial Year ended 31st March, 2018. The shortfall in the spending during the year under report is intended to be utilized in a phased manner in future, upon identifi cation of suitable projects within the Companyâs CSR Policy. The requisite details of CSR activities pursuant to Section 135 of the Companies Act, 2013 and as per Annexure attached to the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed as Annexure âGâ.

The composition and other details of the CSR Committee is included in the Corporate Governance Report which form part of Boardâs Report.

22. PARTICULAURS OF EMPLOYEES:

The information required pursuant to Section 197 of Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is annexed as Annexure âHâ. The statement containing particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report. Further, the report and the accounts are being sent to the members excluding the aforesaid annexure. In terms of Section 136 of the Act, the said annexure is open for inspection at the Registered Office of the Company. Any shareholder interested in obtaining a copy of the same may write to the Company Secretary.

23. ENVIRONMENT, HEALTH AND SAFETY:

24. SECRETARIAL STANDARDS:

The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Meetings of the Board of Directors and General Meetings;

25. ACKNOWLEDGEMENT:

For and on behalf of the Board,

Bhadresh K. Shah

Managing Director

(DIN:00058177)

Yashwant M. Patel

Place : Ahmedabad Whole-Time Director

Date : 16th May, 2018 (DIN: 02103312)

Mar 31, 2017

The Members,

AIA Engineering Limited

Ahmadabad

The Directors take pleasure in submitting the 27^th Annual Report and the Audited Annual Accounts of the Company for the year ended 31^st March, 2017.

1. FINANCIAL HIGHLIGHTS (Rs, in Lacs)

	Standalone		Consolidated
P a r t i c u l a r s	Year ended 31^st March, 2017	Year ended 31^st March, 2016	Year ended 31^st March, 2017	Year ended 31^st March, 2016
Revenue from Operations	2,06,364.94	1,83,945.75	2,23,923.48	2,12,715.29
Other Operating Income	5,874.61	4,493.22	8,110.82	4,523.55
Total Income from Operations (net)	2,12,239.55	1,88,438.97	2,32,034.30	2,17,238.84
Other Income	13,897.00	35,791.80	10,444.23	10,193.80
Total Income	2,26,136.55	2,24,230.77	2,42,478.53	2,27,432.64
Profit before Finance Cost, Depreciation & Amortization and Tax Expenses	69,681.65	87,232.58	73,901.24	71,124.74
Finance Cost	446.39	446.82	449.22	487.27
Depreciation & Amortization	7,128.90	6,414.10	7,247.71	6,551.60
Profit Before Tax	62,106.36	80,371.66	66,204.31	64,085.87
(i) Provision for Taxation (Current)	17,200.00	16,415.04	17,366.59	16,476.47
(ii) Provision for Taxation (Deferred)	3,175.01	2,393.80	3,116.40	1,929.98
Total Tax (i ii)	20,375.01	18,808.84	20,482.99	18,406.45
Profit after Tax	41,731.35	61,562.82	45,721.32	45,679.42
Non-Controlling Interest	-	-	(42.31)	11.11
Net Profit after Non-Controlling Interest	41,731.35	61,562.82	45,679.01	45,690.53
Other Comprehensive Income	(169.33)	232.07	(1,788.49)	380.15
Total Comprehensive Income /(Expenses)	41,562.02	61,794.89	43,890.52	46,070.68

The Company has adopted Indian Accounting Standards (Ind AS) from 1^st April, 2016. The figures for the Year ended 31^st March, 2016 are also Ind AS compliant. Standalone Operating Results:

During the year under review, the Revenue from operations of the Company is Rs, 2,12,239.55 Lacs as compared to Rs, 1,88,438.97 Lacs in the previous Financial Year. Exports Turnover registered in the same period was Rs, 1,43,383.31 Lacs as against the Export Turnover of Rs, 1,21,400.08 Lacs in the previous Financial Year.

During the year under review, Company has earned a Profit Before Tax (PBT) of Rs, 62,106.36 Lacs and Profit After Tax (PAT) of Rs, 41,731.35 Lacs as compared to PBT of Rs, 80,371.66 Lacs and PAT of Rs, 61,562.82 Lacs respectively in the previous Financial year.

Consolidated Operating Results:

During the year under review, on a Consolidated basis, your Company (together with its Subsidiaries) has earned Revenue from Operations of Rs, 2,32,034.30 Lacs as compared to Rs, 2,17,238.84 Lacs in the previous Financial Year. Correspondingly, the Consolidated Profit After Tax (PAT) registered during the year under review is Rs, 45,679.01 Lacs (After Non Controlling Interest) as compared to PAT (After Non Controlling Interest) of Rs, 45,688.71 Lacs in the previous Financial Year.

2. DIVIDEND:

During the year under review, the Company has declared and paid an Interim Dividend of Rs, 4/- (200%) per share on 9,43,20,370 Equity Share of the face value of Rs, 2/each amounting to Rs, 3,772.81 Lacs for the Financial Year 2016-17 on 13th February, 2017.

The Board of Directors are pleased to recommend a Final Dividend of Rs, 4/- (200%) per Equity Share of the face value of Rs, 2 each amounting to Rs, 3,772.81 Lacs for the Financial Year 2016-17.

The total Dividend outgo for the year ended 31st March, 2017 would be Rs, 7,545.62 Lacs (excluding the Corporate Dividend Tax).

3. SHARE CAPITAL:

The paid up Equity Share Capital of the Company as on 31^st March, 2017 is Rs, 1,886.41 Lacs. During the year under review, the Company has neither issued shares with differential voting rights nor granted stock option or sweat equity.

4. FINANCE:

Cash and cash equivalents as at 31st March, 2017 were Rs, 94,827.71 Lacs. The Company continues to focus on judicious management of its Working Capital,

Receivables, Inventories, all other Working Capital parameters were kept under strict check through continuous monitoring.

Capital Expenditure Outlay:

During the year under review, the Company has incurred Rs, 7,494.71 Lacs (including Rs, 463.29 Lacs of Capital work-in-progress) on Capital Expenditure.

Deposits:

During the year under review, the Company has neither accepted nor renewed any deposits within the meaning of Section 73 of the Companies Act, 2013.

Particulars of Loans, Guarantees or Investments:

Internal Control and Audit:

The Company has a proper and adequate system of Internal Control commensurate with its size and the nature of its operations to ensure that all assets are safeguarded and protected against loss from unauthorized use or disposition and those transactions are authorized, recorded and reported correctly. The Company has successfully migrated to the SAP-ERP system which has also helped in further strengthening the Internal Control System. Again, during the Fiscal Year

2016-17, your Company has comprehensively reviewed and re-designed the Internal Financial Controls across the organisation encompassing all key functional areas as well as covering the entire gamut of entity/operational level controls commensurate with the nature and size of business.

The Board of Directors at the recommendations of the Audit Committee appointed M/s. Shah & Shah, Chartered Accountants as Internal Auditors of the Company, M/s. NRCA & Associates, Chartered Accountants as Internal Auditors for Nagpur Unit and Rajesh Dudhara & Co., Chartered Accountants as Internal Auditors for Trichy Unit of the Company for the Financial Year 2017-18.

Internal Auditors monitor and evaluate the efficacy and adequacy of Internal Control System in the Company, its compliance with operating systems, accounting procedures, policies at all locations of the Company. Significant audit observations and corrective actions

thereon are presented to the Audit Committee of the Board.

Related Party Transactions:

Credit Rating:

CRISIL has reaffirmed both the Long Term and Short Term rating of the Company as CRISIL AA /Stable and CRISIL A1 , respectively.

Dun & Bradstreet Information India Private Limited (D & B) has evaluated the Company during October, 2016 and reassigned a Dun Bradstreet Rating of 5A1, which indicates that overall status of the Company is "Strong".

5. HUMAN RESOURCE:

The Company gives utmost importance to its Human Resources and believes that employee involvement is crucial for sustaining growth. Our Human Resource policy, therefore, promotes employee engagement at all levels. Organization structure design, role profiles and goal setting exercise are periodically reviewed and strengthened to inculcate a performance oriented culture in the organization, and provide adequate growth opportunities within the organization. Behavioral & Technical training programmes and motivational seminars are regularly organized to enhance technical competencies and keep employees motivated and involved. The employees are also encouraged to participate in sporting events inside and outside the Company to foster team spirit. As a result of all these initiatives, we are able to sustain and strengthen employees'' bond with the Company which has resulted in very low attrition rates for many years.

6. MATERIAL CHANGES, TRANSACTIONS AND COMMITMENTS:

On termination of Joint Venture and Shareholders'' Agreement between Mr. Bhadresh K. Shah, Managing Director of the Company and Magotteaux International

S.A. Belgium (Magotteaux), a Settlement Deed dated 16th February 2000 was executed. Under the arbitral mechanism provided in Settlement Deed, Magotteaux has initiated arbitral proceedings against Mr. Bhadresh K. Shah and the Company before the International Chamber of Commerce, London (ICC) claiming the reliefs of injunction and damages inter alia alleging infringement of its Patent by the Company (in relation to the Company''s Sintercast Product) and breach of the Settlement Deed (in relation to Company''s Sintercast product).

The amount involved in the said arbitral dispute is approximately US $ 60 Mn, including costs and damages. However, the Company disputes the arbitration request and denies the allegations made therein and is confident of successfully defending the matter in accordance with law.

7. BUSINESS PROSPECTS:

Future growth prospects of the Company will rely on making further inroads in mining industry worldwide. The growth prospects are primarily emanating out of the large annual replacement market in this industry, primarily in four major metal ore types, viz., Iron, Platinum, Gold and Copper. The Company is now focusing on certain strategic drivers in the Mining Segment over and above the cost reduction due to much lower wear rates owing to High Chrome, viz. improved process efficiencies, reduction in the cost of other consumables (other than high-chrome grinding media), significantly reduced environment hazards and consequently improved environmental benefits, etc. for providing comprehensive solution to the mining industry. This has helped your Company in creating a unique positioning which augurs well for the consistent and steady growth in this industry over medium to long term. Reliance on multiple ores means that declining fortunes of one commodity will not significantly impact your Companyâs growth prospects. During last few years, we have steadily increased our presence in the major mining groups across the globe with a stronger focus on major mining centers like North America, Latin America, Australia, Africa, and the Far East Asia, etc. The Company has fairly aggressive growth plans so as to capitalize upon the available opportunity in the mining segment and the vision is to emerge as the leading global solution provider in this segment. While the current focus of the Company in mining segment is outside India, your Company also has a major share of the domestic mining demand and shall be able to capture incremental demand as and when the same arises.

In as much as the cement segment is concerned, the near term prospects continue to remain flat, although in India it seems that the average capacity utilization levels of cement companies have started to go up. It is also expected that with the government taking lot of initiatives on the infrastructure segment, more particularly the road construction and port infrastructure, it might provide much needed stimulus to the overall construction and industrial segments and it is hoped that from the current fiscal year onwards the positive impact of this stimulus should start coming in. As and when India''s cement production will go up your company will be an immediate beneficiary in terms of incremental production going to service the additional requirement. On the global front, while most of the key markets like North America, Latin America, Western and Eastern Europe, Africa, etc. continue to remain sluggish, there are certain specific markets in Asia, Africa and South America, which continue to add capacity or have increased capacity utilization. In China, the Company currently maintains a limited presence by marketing specific products. On the whole, in near term, your Company continues to believe that the overall production and sales will remain flat in this segment.

In the Utility sector (Thermal Power Plants), which is more prominent in the domestic market, your Company continues to enjoy a niche position. The Company will strive to maintain a steady growth rate in this particular segment matching with the rate at which the sector grows.

8. FUTURE EXPANSION:

The Company''s effective capacity reached 3,40,000 Metric Tonnes after successful commission of Phase I of Kerala GIDC brown field expansion project during 2016 17. We are on track for of implementing second phase of capital expenditure plan at GIDC Kerala involving augmentation of the total capacity by further 1,00,000 MT, which is expected to be commissioned in FY 201819, which will take the total installed capacity to 4,40,000 MT. The incremental Capex to be incurred for the second phase is estimated around Rs, 350 Crores and the same is being funded entirely from internal cash accruals.

9. SUBSIDIARY COMPANIES:

In accordance with the Indian Accounting Standard (Ind AS) - 110 on Consolidated Financial Statements as provided under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), the audited Consolidated Financial Statements are provided in the Annual Report, which show the financial resources, assets, liabilities, income, profits and other details of the Company and its subsidiaries as a single entity as per Annexure "B".

The Company will make available the Annual Accounts of the Subsidiary Companies and the related detailed information to any member of the Company who may be interested in obtaining the same. The annual accounts of the Subsidiary Companies will also be kept open for inspection at the Registered Office of the Company. The Consolidated Financial Statements presented by the Company include financial results of its Subsidiary Companies.

10. INSURANCE:

The Company has taken adequate insurance coverage of all its assets and Inventories against various types of risks viz. fire, floods, earthquake, cyclone, etc.

11. INDUSTRIAL RELATIONS (IR):

The Company continues to maintain harmonious industrial relations. Company periodically review its HR policies and procedures to aid and improve the living standards of its employees, and to keep them motivated and involved with the larger interests of the organization. The Company has systems and procedures in place to hear and resolve employee''s grievances in a timely manner, and provides avenues to its employees for their all-round development on professional and personal levels. All these measures aid employee satisfaction and involvement, resulting in good Industrial Relations.

12. CORPORATE GOVERNANCE:

A separate report on Corporate Governance and Practicing Company Secretaries Report thereon is included as a part of the Annual Report.

13. MANAGEMENT''S DISCUSSION AND ANALYSIS (MDA):

14. RISK MANAGEMENT:

In compliance with the provisions of Regulation 21 of SEBI Listing Regulations, the Board of Directors has constituted a Risk Management Committee. The details of Committee and its terms of reference are set out in the Corporate Governance Report forming part of the Board''s Report.

The Company has a robust Risk Management framework to identify, evaluate business risks and opportunities. Corporate Risk Evaluation and Management is an ongoing process within the Organization. The Company has a well-defined Risk Management framework to identify, monitor and minimizing/mitigating risks.

The Risk Management framework has been developed and approved by the senior management in accordance with the business strategy.

The key elements of the framework include:

- Risk Structure;

- Risk Portfolio;

- Risk Measuring & Monitoring and

- Risk Optimizing.

The implementation of the framework is supported through criteria for Risk assessment, Risk forms & MIS. The objectives and scope of Risk Management Committee broadly comprises of:

- Oversight of risk management performed by the executive management:

- Reviewing the Corporate Risk Management Policy and framework within the local legal requirements and Listing Regulations;

- Reviewing risks and evaluate treatment including initiating mitigation actions and ownerships as per a predefined cycle;

- Defining framework for identification, assessment, monitoring, mitigation and reporting of risks.

15. POLICES:

(a) Vigil Mechanism / Whistle Blower Policy:

(b) Policy on protection of Women against Sexual Harassment at Workplace:

In line with the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules made there under, the Company has adopted a policy for the same. The brief details of the said policy form part of the Corporate Governance Report of this Annual Report. The Company has not received any complaints in this regard.

(c) Code of Conduct to Regulate, Monitor and Report Trading by Insiders:

In pursuance to the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 and the SEBI Listing Regulations, the Company adopted the Code of Conduct to regulate, monitor and report trading by the employees, insider and connected person(s) in order to protect the Investor''s Interest. The details of the said Code of Conduct forms part of the Corporate Governance Report.

(d) Policy for Business Responsibility:

In pursuance of Regulation 34 of SEBI Listing Regulations, top 500 companies based on market capitalization (calculated as on March 31 of every financial year) are required to prepare and enclose with its Annual Report, a Business Responsibility Report describing the initiatives taken by them from an environmental, social and governance perspectives. The policy for Business Responsibility was placed and approved in the Board Meeting of the Company held on 13.02.2017.

A separate report on Business Responsibility is Annexed herewith as Annexure "C".

(e) Dividend Distribution Policy:

The Board of Directors had approved the Dividend Distribution Policy in line with SEBI Listing Regulations. The policy is Annexed herewith as Annexure "D" to this Board''s Report.

16. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

(a) Board of Directors:

The Board of Directors of the Company is led by the Independent - Non Executive Chairman and comprises eight other Directors as on 31st March, 2017, including one Managing Director, one Whole Time Director, three Independent Directors and three Non-Executive Directors (other than Independent Directors).

All the Independent Directors of the Company have furnished declarations that they meet the criteria of Independence as prescribed under the Companies Act, 2013 and Listing Regulations.

Mrs. Khushali S. Solanki (DIN -07008918), Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, offered herself for re-appointment.

The Term of Mr. Yashwant M. Patel as Whole-Time Director came to an end on 31st March, 2017. The Board, therefore, recommends his re-appointment as Whole-Time Director for a further period of 5(Five) Years w.e.f. 1st April, 2017.

The Nomination and Remuneration Committee recommended the Board for the re-appointment of Mr. Yashwant M. Patel as Whole-Time Director and the Board has re-appointed him as the Whole Time Director subject to the approval of members of the Company at the ensuing 27th Annual General Meeting.

(b) Meetings:

During the year under review, Four Board Meetings and Four Audit Committee meetings were convened and held. The details of composition of Audit Committee is as under:-

Mr. Rajendra S. Shah, Chairman

Mr. Sanjay Shailesh Majmudar, Member

Mr. Bhadresh K. Shah, Member

Mr. Rajan Ramkrishna Harivallabhdas, Member

All recommendations made by the Audit Committee during the year were accepted by the Board.

(c) Committees of the Board of Directors:

In compliance with the requirement of applicable laws and as part of the best governance practice, the Company has following Committees of the Board as on 31^st March, 2017.

(i) Audit Committee

(ii) Stakeholders'' Relationship Committee

(iii) Nomination and Remuneration Committee

(iv) Corporate Social Responsibility Committee

(v) Risk Management Committee

The details with respect to the aforesaid Committees form part of the Corporate Governance Report.

(d) Board Evaluation:

Pursuant to the provisions of the Companies Act, 2013 (the Act) and SEBI Listing Regulations, the Board has carried out an annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

(e) Whole-Time Key Managerial Personnel:

Mr. Bhadresh K. Shah has been re-appointed as Managing Director for a further period of 5 (Five) years w.e.f. 1^st October, 2016.

(f) Familiarization Program for Independent Director:

The Independent Directors have been updated with their roles, rights and responsibilities in the Company by specifying them in their appointment letter along with necessary documents, reports and internal policies to enable them to familiarize with the Company''s procedures and practices. The Company has through presentations at regular intervals, familiarized and updated the Independent Directors with the strategy, operations and functions of the Company and Engineering Industry as a Whole. Site visits to various plant locations are organized for the Directors to enable them to understand the operations of the Company. The details of such familiarization programmes for Independent Directors is posted on the website of the Company and can be accessed at http:// www.aiaengineering.com/finances/corporate governance.php

(g) Remuneration Policy:

(h) 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;

(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 are adequate and were operating effectively; and

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

17. AUDITORS:

Statutory Auditors:

M/s. Talati & Talati, Chartered Accountants, the Statutory

Auditors of the Company will retire at the ensuing 27th

Annual General Meeting of the shareholders of the Company. As per Section 139 of the Companies Act, 2013 and Rules made there under, they will not be eligible to be reappointed as Statutory Auditor of the Company in the ensuing Annual General Meeting for Financial Year 2017-18 and onwards. The Board of Directors, in its meeting held on 25.05.2017, on the recommendation of Audit Committee has appointed M/s. BSR & Co. LLP as Statutory Auditors of the Company for a period of Five Years subject to the approval of members in the 27th Annual General Meeting (AGM). If appointed in the AGM, they will hold office for five years from the conclusion of the ensuing Annual General Meeting till the conclusion of the 32nd Annual General Meeting.

The Company has received a letter to the effect that their appointment, if made, would be within the prescribed limit under Section 139 (1) of the Companies Act, 2013 and that they are not disqualified for appointment within the meaning of Section 141 of the said Act and Rules framed there under.

As required under SEBI Listing Regulations, the Auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

The Board has duly reviewed the Statutory Auditors'' Report for the Financial Year ended 31^st March, 2017. There were no qualifications/observations in the Report.

Cost Auditors:

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules 2014, the Cost Audit records maintained by the Company are required to be audited by Cost Accountant. On the recommendations of the Audit Committee, the Board of Directors of the Company had appointed M/s. Kiran J. Mehta & Co., Cost Accountants, Ahmadabad as the Cost Auditors of the Company to carry out audit of Cost Accounting Records of the Company for the Financial Year 2016-17.

The Cost Auditors has filled the cost audit report for the financial year ended 31^st March, 2016 within stipulated time frame.

The Board of Directors on the recommendation of the Audit Committee has appointed M/s. Kiran J. Mehta & Co., Cost Accountants, Ahmadabad as the Cost Auditors of the Company to carry out audit of cost accounting records of the Company for the financial year 2017 18. As required under the Companies Act, 2013, the remuneration payable to the Cost Auditors is required to be placed before the members of the Company for their ratification at the ensuing Annual General Meeting. Accordingly, a resolution seeking memberâs ratification of the remuneration payable to M/s. Kiran J. Mehta & Co., Cost Accountants, Ahmadabad for financial year 2017-18 is included in the Notice convening the 27^th Annual General Meeting.

Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the Company has appointed, Tushar M. Vora & Associates, Company Secretary (ACS-3459, CP No. 1745), Ahmadabad to conduct a Secretarial Audit of the Company''s Secretarial and related records for the year ended 31^st March, 2017.

The Report on the Secretarial Audit for the year ended 31^st March, 2017 is annexed herewith as Annexure "E" to this Boardâs Report. There were no qualifications/ observations in the report.

18. PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

19. CONSOLIDATED FINANCIAL STATEMENTS:

The Consolidated Financial Statements of the Company prepared in accordance with Indian Accounting Standards (Ind AS) 110 issued by the Ministry of Corporate Affairs, form part of this Annual Report.

20. EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as Annexure "F".

21. CORPORATE SOCIAL RESPONSIBILITY (CSR):

As per the provisions of Section 135 of the Companies Act, 2013 and Rules made there under, the amount required to be spent on CSR activities during the year under review, is Rs, 969.08 Lacs and the Company has spent Rs, 618.63 Lacs during the Financial Year ended 31st March, 2017. The shortfall in the spending during the year under report is intended to be utilized in a phased manner in future, upon identification of suitable projects within the Company''s CSR Policy. The requisite details of CSR activities pursuant to Section 135 of the Companies Act, 2013 and as per Annexure attached to the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed as Annexure "G".

The composition and other details of the CSR Committee is included in the Corporate Governance Report which forms part of Board''s Report.

22. PARTICULAURS OF EMPLOYEES:

23. ENVIRONMENT, HEALTH AND SAFETY:

The Company is committed to health and safety of its employees, contractors and visitors. We are compliant with all EHS Regulations stipulated under the Water (Prevention and Control of Pollution) Act, The Air (Prevention and Control of Pollution) Act, The Environment Protection Act and The Factories Act and Rules made there under. Our mandate is to go beyond compliance standards and we have made a considerable improvement in this direction.

24. ACKNOWLEDGEMENT:

Your Directors would like to express their appreciation for the assistance and co-operation received from the Company''s customers, vendors, bankers, auditors, investors and government bodies during the year under review. Your Directors place on record their appreciation of the contributions made by employees at all levels. Your Company''s consistent growth was made possible by their hard work, solidarity, co-operation and support.

For and on behalf of the Board,

Place : Ahmadabad Rajendra S. Shah

Date : 25^th May, 2017 Chairman

(DIN :00061922)

Mar 31, 2015

Dear Members,

The Directors take pleasure in submitting the 25th Annual Report and the Audited Annual Accounts of the Company for the year ended 31st March, 2015.

1. FINANCIAL HIGHLIGHTS:

Particulars Standalone Year ended Year ended 31st March 31st March 2015 2014 Rs. Lacs Rs. Lacs

Revenue from operations & Other Income 223,135.20 181,557.14

Profit before Finance Cost, Depreciation & 64,625.69 45,785.46 Amortization and Tax Expenses

Finance Cost 339.88 574.07

Depreciation & Amortization 6,761.45 3,629.48

Profit Before Tax 57,524.36 41,581.91

(i) Provision for Taxation (Current) 15,540.04 12,899.26

(ii) Provision for Taxation (Deferred) 527.13 178.72

Total Tax (i ii) 16,067.17 13,077.98

Profit After Tax 41,457.19 28,503.93

Minority Interest - -

Profit After Tax (After Minority Interest) 41,457.19 28,503.93

Surplus Brought Forward from Previous Year 87,664.19 68,628.21

Balance available for appropriations 129,121.38 97,132.14

Transferred to General Reserve 4,146.00 2,851.00

Proposed Dividend on Equity Shares 7,545.63 5,659.22

Tax on Dividend on Equity Shares 1,534.17 957.73

Balance Carried to Balance Sheet 115,895.58 87,664.19

Particulars Consolidated Year ended Year ended 31st March 31st March 2015 2014 Rs. Lacs Rs. Lacs

Revenue from operations & Other Income 226,685.28 211,348.54

Profit before Finance Cost, Depreciation & 66,802.42 50,444.95 Amortization and Tax Expenses

Finance Cost 393.55 636.45

Depreciation & Amortization 6,974.68 3,814.22

Profit Before Tax 59,434.19 45,994.28

(i) Provision for Taxation (Current) 15,795.75 13,254.74

(ii) Provision for Taxation (Deferred) 545.14 167.62

Total Tax (i ii) 16,340.89 13,422.36

Profit After Tax 43,093.30 32,571.92

Minority Interest (0.63) 74.94

Profit After Tax (After Minority Interest) 43,093.93 32,496.98

Surplus Brought Forward from Previous Year 121,453.30 98,436.66

Balance available for appropriations 164,546.60 131,008.58

Transferred to General Reserve 4,146.00 2,901.00

Proposed Dividend on Equity Shares 7,558.39 5,691.13

Tax on Dividend on Equity Shares 1,536.77 963.15

Balance Carried to Balance Sheet 151,306.86 121,453.30

2. OPERATIONAL REVIEW:

During the year under review, the Revenue from Operations of the Company has gone up to Rs. 209,402.79 Lacs as compared to Rs.178,301.05 Lacs in the previous Financial Year. Exports Turnover has also gone up to Rs.145,529.92 Lacs as compared to Rs.122,970.36 Lacs in the previous Financial Year.

During the year under review, Company has earned a Profit Before Tax (PBT) of Rs.57,524.36 Lacs and Profit After Tax (PAT) of Rs.41,457.19 Lacs as compared to PBT of Rs.41,581.91 Lacs and PAT of Rs.28,503.93 Lacs respectively in the previous Financial year.

During the year under review, on a Consolidated basis, your Company (together with its Subsidiaries) has earned Revenue from Operations of Rs.218,363.69 Lacs as compared to Rs.208,007.83 Lacs in the previous Financial Year. Correspondingly, the Consolidated Profit After Tax (PAT) registered during the year under review is ''43,093.93 Lacs (After Minority Interest) as compared to PAT (After Minority Interest)of ''32,496.98 Lacs in the previous Financial Year.

3. DIVIDEND:

The Board of Directors are pleased to recommend a Dividend of Rs.8 (400%) per Equity Share of the face value of Rs.2 each amounting to Rs.7,545.63 Lacs for the Financial Year 2014-15.

The Dividend, if declared by the Shareholders at the ensuing Annual General Meeting, will be paid to those Shareholders, whose names stand registered in the Register of Members as on 12th September, 2015. In respect of Shares held in dematerialized form, it will be paid to the members whose names are furnished by National Securities Depository Limited and Central Depository Services [India] Limited, as beneficial owners.

The total Dividend outgo for the year ended 31st March, 2015 would be Rs.9,079.80 Lacs including the Corporate Dividend Tax of ''1,534.17 Lacs.

4. CREDIT RATING:

CRISIL has reaffirmed both the Long Term and Short Term rating of the Company as CRISIL AA/Stable and CRISIL A , respectively.

5. SHARE CAPITAL:

The paid-up Share Capital of the Company as on 31st March, 2015 is Rs.1,886.41 Lacs. During the year under review, the Company has not issued any Share to Shareholders. Further, the Company has not issued Shares with differential voting rights nor granted stock options or sweat equity.

6. FINANCE:

Cash and cash equivalents as at 31st March, 2015 were ''72,758.47 Lacs. The Company continues to focus on judicious management of its Working Capital, Receivables, Inventories, whole other Working Capital parameters were kept under strict check through continuous monitoring.

7. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The Company has not given any loans or guarantees covered under the provisions of Section 186 of the Companies Act, 2013. The details of the Investments made by the Company are given in the notes to the Financial Statements.

8. CAPITAL EXPENDITURE OUTLAY:

During the year under review, the Company has incurred an expense of Rs.28,088.60 Lacs (including Rs.4,647.57 Lacs of Capital work- in-progress) on Capital Expenditure.

9. HUMAN RESOURCE POLICY:

The Company gives utmost importance to its Human Resources and believes that employee involvement is crucial to sustaining growth. Our Human Resource policy, therefore, promotes employee engagement at all levels. Organization structure design, role profiles, and goal setting exercise are periodically reviewed and strengthened to inculcate a performance oriented culture in the organization, and afford adequate growth opportunities within the organization. Behavioural training programmes and motivational seminars are regularly organized to keep employees motivated and involved. The employees are also encouraged to participate in sporting events inside and outside the Company to foster team spirit. As a result of all these initiatives, we are able to sustain and strengthen employee''s bond with the Company which has resulted in very low attrition rates for many years.

10. BUSINESS PROSPECTS:

Although Cement industry continued to remain sluggish in all key markets during the last financial year, there is an expectation that to stimulate growth in sluggish economies - and in India - respective governments will have to resort to infrastructure spending which will trigger improvement in capacity utilization at Cement plants. The Company will be a beneficiary as and when the same is witnessed. In addition, there are certain specific markets in Asia, Africa and South America, which continue to add capacity or have increased capacity utilization. In China, the Company currently maintains a limited presence by marketing specific products but China continues to remain an important market where we will continue to invest resources and strategize for a bigger market share. In India, while new capacities were created in this segment, the pace has distinctively slowed down. Nevertheless, with the initiatives now being taken to provide stimulus to the Infrastructure Industry, India''s cement production is expected to increase in the next financial year and your Company is confident of maintaining a similar growth in the cement replacement market in India.

From a strategic positioning perspective, a significant contribution in your Company''s growth is expected to come from the mining industry. The growth prospects are primarily emanating out of the large annual replacement market in this industry. Here, we are currently catering to the requirements of four major metal ore types, viz., Iron, Platinum, Gold and Copper, with total emphasis on the replacement market. Further, your Company is positioned as perhaps the only Company in the world offering complete range of High- Chrome consumables to the mining industry, which include grinding media as well as mining liners. This positioning is unique to your Company and augurs well for the consistent and steady growth in this industry over medium to long term. As the Company is focused on four major ores, the declining fortunes of one commodity do not significantly impact your Company''s growth prospects. During last few years, we have steadily increased our presence in the major mining groups across the globe with a stronger focus on major mining centers like Australia, Africa, North America and the Far East Asia, etc. While the current focus of the Company in mining segment is outside India, your Company also has a major share of the domestic mining demand and shall be able to capture incremental demand as and when the same arises.

In as much as the Thermal Power Plants are concerned the Company continues to enjoy a niche position in this particular segment in India. The Company will strive to maintain a steady growth rate in this particular segment matching with the rate at which the sector grows.

11. FUTURE EXPANSION:

The Company''s effective capacity reached 260,000 Metric Tonnes after successful commission of Moraiya brownfield expansion project during 2014-15. We are on target for the capital expenditure plans for Financial Year 2015-16 and will augment the installed capacity to 340,000 MT by commissioning the first of GIDC Kerala Greenfield Project and augmentation of capacity in the Trichy facility. The installed capacity will further be augmented to 440,000 MT when the second phase of the Greenfield expansion in Kerala GIDC is commissioned.

12. SUBSIDIARY COMPANIES:

In accordance with the Accounting Standard AS-21 on Consolidated Financial Statements as provided under the Listing Agreement with the Stock Exchanges, the audited Consolidated Financial Statements are provided in the Annual Report, which show the financial resources, assets, liabilities, income, profits and other details of the Company and its subsidiaries as a single entity as per Annexure-"A".

The Company will make available the Annual Accounts of the Subsidiary Companies and the related detailed information to any member of the Company who may be interested in obtaining the same. The annual accounts of the Subsidiary Companies will also be kept open for inspection at the Registered Office of the Company and that of the respective Subsidiary Companies. The Consolidated Financial Statements presented by the Company include financial results of its Subsidiary Companies.

The Annual Accounts of the Subsidiary Companies and the related detailed information will be made available to the members of the Company seeking such information at any point of time.

13. INSURANCE:

The Company has taken adequate insurance coverage of all its assets and Inventories against various calamities viz. fire, floods, earthquake, cyclone etc.

14. DEPOSITS:

The Company has not accepted any deposit from the Public during the year under review, within the meaning of Section 73 of the Companies Act, 2013.

15. INDUSTRIAL RELATIONS (IR):

The Company continues to maintain harmonious industrial relation. We periodically review our HR policies and procedures to aid and improve the living standards of our employees, and to keep them motivated and involved with the larger interests of the organization. The Company has systems and procedures in place to hear and resolve employees grievances in a timely manner, and provides avenues to its employees for their all-round development on professional and personal levels. All these measures aid employee satisfaction and involvement, resulting in good Industrial Relations.

16. INTERNAL CONTROL AND AUDIT:

The Company has a proper and adequate system of Internal Control commensurate with its size and the nature of its operations to ensure that all assets are safeguarded and protected against loss from un-authorized use or disposition and those transactions are authorized, recorded and reported correctly.

The Board of Directors at the recommendations of the Audit Committee appointed M/s. Shah & Shah Associates, Chartered Accountants as Internal Auditors of the Company for the Financial Year 2015-16.

Internal Auditors monitors and evaluates the efficacy and adequacy of Internal Control System in the Company, its compliance with operating systems, accounting procedures, policies at all locations of the Company. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

17. CORPORATE GOVERNANCE:

In line with the Company''s commitment to good Corporate Governance Practices, your Company has complied with all the mandatory provisions of Corporate Governance as prescribed in Clause 49 of the Listing Agreement with the Stock Exchanges.

A separate report on Corporate Governance and Practicing Company Secretaries Report thereon is included as a part of the Annual Report.

18. MANAGEMENT''S DISCUSSION AND ANALYSIS (MDA):

MDA covering details of operations, International markets, Research and Development, Opportunities and Threats etc. for the year under review is given as a separate statement, which forms part of this Annual Report.

19. RISK MANAGEMENT:

In compliance with the provisions of Clause 49 of the Listing Agreement, the Board of Directors have constituted a Risk Management Committee. The details of Committee and its terms of reference are set out in the Corporate Governance Report forming part of the Board''s Report.

The Company has a robust Risk Management framework to identify, evaluate business risks and opportunities. Corporate Risk Evaluation and Management is an ongoing process within the Organization. The Company has a well-defined Risk Management framework to identify, monitor and minimizing/mitigating risks.

The Risk Management framework has been developed and approved by the senior management in accordance with the business strategy.

The key elements of the framework include:

* Risk Structure;

* Risk Portfolio;

* Risk Measuring & Monitoring and

* Risk Optimizing.

The implementation of the framework is supported through criteria for Risk assessment, Risk forms & MIS.

The objectives and scope of Risk Management Committee broadly comprises of:

* Oversight of risk management performed by the executive management:

* Reviewing the Corporate Risk Management Policy and framework within the local legal requirements and Clause 49 of the Listing Agreement;

* Reviewing risks and evaluate treatment including initiating mitigation actions and ownerships as per a predefined cycle;

* Defining framework for identification, assessment, monitoring, mitigation and reporting of risks.

20. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

In compliance with Section 177 of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Company has formulated a Vigil Mechanism / Whistle Blower Policy (Mechanism) for its Stakeholders, Directors and Employees to report concerns about unethical behavior, actual or suspected fraud or violation of the Company''s Code of Conduct policy.

This Mechanism also provides for adequate safeguards against victimization of Director (s) / Employee (s) / Stakeholders who avail the mechanism and also provide for direct access to the Chairman of the Audit Committee.

The policy is available on the website of the Company www.aiaengineering.com. Any Stakeholder comes across any instances of unethical matters, the same can be reported by sending an email to [email protected].

21. DIRECTORS:

Mr. Yashwant M. Patel (DIN-02103312), a Whole-Director, of the Company retire by rotation at the ensuing Annual General Meeting and being eligible, offered himself for re-appointment.

On the recommendations of the Nomination and Remuneration Committee, the Board of Directors of the Company in their meeting held on 7th November, 2014 appointed Mrs. Khushali Samip Solanki (DIN-07008918) and Mrs. Bhumika Shyamal Shodhan (DIN - 02099400) as Additional Directors of the Company who will hold office of Director up to the date of the ensuing 25th Annual General Meeting. Notices have been received from the members proposing their names for appointment as Directors (Non-Independent Non-Executive) liable to retire by rotation.

The Board of Directors of the Company have also appointed Mr. Rajan Harivallabhdas (DIN 00014625) as an Additional Director (Independent) of the Company on 14th May, 2015 who will also hold office of Director upto the ensuing Annual General Meeting of the members of the Company.

The Remuneration and Nomination Committee recommended the Board for the re-appointment / appointment of the above Directors for the approval of members of the Company at the ensuing 25th Annual General Meeting.

Mr. Vinod Narain (DIN-00058280), an Independent Director of the Company resigned as Director effective from 4th August, 2014 on account of personal reasons. The Board of Directors in their meeting held on 4th August, 2014 took note of the same.

The Board members also placed on record their appreciation of the valuable contributions made by Mr. Vinod Narain in furthering the objectives of the Company.

In the 24th Annual General Meeting of the members of the Company held on 11th September, 2014, Mr. Dileep C. Choksi, Mr. Sanjay S. Majmudar and Mr. Rajendra S. Shah were appointed as Independent Directors under the Companies Act, 2013 for a term of 5 Years effective from 11th September, 2014.

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149 (6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

The requisite resolutions for the re-appointment / appointment of Mr. Yashwant M. Patel, Mrs. Khushali Samip Solanki, Mrs. Bhumika Shyamal Shodhan and Mr. Rajan Harivallabhdas as Directors of the Company, are being proposed in the Notice of the ensuing 25th Annual General Meeting for the approval of members.

As required under Clause 49 of the Listing Agreement, the information on the particulars of the Directors proposed for appointment has been given in the Notice of the Annual General Meeting.

a) BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an Annual Performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

b) REMUNERATION POLICY:

The Board has on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management Personnel and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report which is a Part of the Board''s Report.

c) MEETINGS:

During the year under review, Four Board Meetings and Four Audit Committee meetings were convened and held. The details of Composition of the Committees and dates of the meetings are given in the Corporate Governance Report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and Clause 49 of the Listing Agreement as amended from time to time.

22. DIRECTORS'' RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Clause (c) of Sub-section (3) of Section 134 of the Companies Act, 2013, which states that-

(a) in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

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

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

(d) the Directors 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 are adequate and were operating effectively; and

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

23. RELATED PARTY TRANSACTIONS:

All the Related Party Transactions that were entered into during the financial year were on an Arm''s Length basis and in the Ordinary Course of Business. There are no materially significant Related Party Transactions made by the Company with Promoters, Directors, Key Managerial Personnel (KMP) which may have a potential conflict with the interest of the Company at large.

During the year under review, the transactions of Purchase / Sale of material with a Subsidiary Company crossed the 10% limit of material transactions. Pursuant to Clause 49 of the Listing Agreement, Company proposes to take the permission of members of the Company by way of Special Resolution to be passed at the ensuing 25th Annual General Meeting.

All Related Party Transactions are placed before the Audit Committee and the Board for their Approval. Prior Omnibus approval of the Audit Committee is obtained on yearly basis for the transactions which are of a foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted are placed before the Audit Committee and the Board of Directors for their approval on quarterly basis. The details of Related Party Transactions entered by the Company are disclosed in Form AOC-2 - as per Annexure "B".

The Policy on Related Party Transactions as approved by the Board of Directors is uploaded on the website of the Company viz www.aiaengineering.com.

24. AUDITORS:

STATUTORY AUDITORS:

M/s. Talati & Talati, Chartered Accountants, the Company''s Statutory Auditors will hold office until the conclusion of the ensuing 25th Annual General Meeting and being eligible offer themselves for re- appointment. The Audit Committee and the Board of Directors recommend their re-appointment as Statutory Auditors of your Company.

The Company has received a letter to the effect that their re-appointment, if made, would be within the prescribed limit under Section 139 (1) of the Companies Act, 2013 (the Act) and that they are not disqualified for re-appointment within the meaning of Section 141 of the said Act and rules framed thereunder.

As required under Clause 49 of the Listing Agreement, the Auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

COST AUDITORS:

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules 2014, the Cost Audit records maintained by the Company are required to be audited by Cost Accountant. On the recommendations of the Audit Committee, the Board of Directors of the Company have appointed M/s. Kiran J. Mehta & Co., Cost Accountants, Ahmedabad as the Cost Auditors of the Company to audit the Cost Accounting Records of the Company for the Financial Year 2014-15.

The Cost Auditor has filed the Cost Audit Report for the financial year ended 31st March, 2014 within the stipulated time frame.

The Board of Directors on the recommendations of the Audit Committee has appointed M/s. Kiran J. Mehta & Co., Cost Accountants, Ahmedabad as the Cost Auditors of the Company to audit the Cost Accounting Records of the Company for the Financial Year 2015- 16. As required under the Companies Act, 2013, the remuneration payable to the Cost Auditors is required to be placed before the members of the Company for their ratification at the ensuing Annual General Meeting. Accordingly, a Resolution seeking member''s ratification of the remuneration payable to M/s. Kiran J. Mehta & Co., Cost Accountants, Ahmedabad is included in the Notice convening the 25th Annual General Meeting.

SECRETARIAL AUDIT REPORT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the Company has appointed, Mr. Tushar M. Vora, Practicing Company Secretary (ACS-3459, CP No. 1745), Ahmedabad to conduct a Secretarial Audit of the Company''s Secretarial and related records for the year ended 31st March, 2015.

The Report on the Secretarial Audit is annexed herewith as Annexure "C" to this Board''s Report.

25. AUDITORS'' REPORT AND NOTES ON ACCOUNTS:

The Board has duly reviewed the Statutory Auditors'' Report on the Accounts. The observations and comments, appearing in the Auditors'' Report are self-explanatory and do not call for any further explanation / clarification by the Board of Directors.

The Board has duly reviewed the Statutory Auditors'' Report for the Financial Year ended 31st March, 2015. The observations and comments, appearing in the Statutory Auditors'' Report are self-explanatory and do not call for any further explanation / clarification by the Board of Directors.

26. PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The additional information regarding conservation of energy, technology absorption and foreign exchange earnings and outgo, stipulated under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is annexed herewith to this report.

27. CONSOLIDATED FINANCIAL STATEMENTS:

The Consolidated Financial Statements of the Company prepared in accordance with relevant Accounting Standards (AS) viz AS-21, AS-23 and AS-27 issued by the Institute of Chartered Accountants of India form part of this Annual Report.

28. EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as Annexure "D".

29. PARTICULARS OF EMPLOYEES:

The information required pursuant to Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment of Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company will be provided on request. In terms of Section 136 of the Companies Act, 2013, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees particulars which is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of ensuing Annual General Meeting. If any member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.

Disclosures in respect of the Remuneration of the Managerial Personnel are given in Annexure "E".

30. CORPORATE SOCIAL RESPONSIBILITY (CSR):

In compliance with the provisions of Section 135 of the Companies Act, 2013 and Rules made thereunder, the Board of Directors of the Company have constituted a CSR Committee. The Committee is governed by its Charter. The terms of reference of the committee inter alia comprises of the following:

* To review, formulate and recommend to the Board a CSR policy which shall indicate the activities to be undertaken by the Company specified in Schedule VII of the Companies Act, 2013 and rules made thereunder;

* To provide guidance on various CSR activities and recommend the amount of expenditure to be incurred on the activities;

* To Monitor the CSR policy from time to time and may seek outside agency advice, if necessary."

The composition and other details of the CSR Committee are included in the Corporate Governance Report which form part of Board''s Report.

The amount required to be spent on CSR activities during the year under report in accordance with the provisions of Section 135 of the Companies Act, 2013 and rules made thereunder is Rs.587.12 Lacs and the Company has spent Rs.114.47 Lacs during the Financial Year ended 31st March, 2015. The shortfall in the spending during the year under report is intended to be utilized in a phased manner in future, upon identification of suitable projects within the Company''s CSR Policy. The requisite details of CSR activities pursuant to Section 135 of the Companies Act, 2013 and as per Annexure attached to the Companies (Corporate Social Responsibility Policy) Rules, 2014 are annexed as Annexure ''F''.

31. ENVIRONMENT, HEALTH AND SAFETY:

The Company is committed to health and safety of its employees, contractors and visitors. We are compliant with all EHS Regulations stipulated under the Water (Prevention and Control of Pollution) Act, The Air (Prevention and Control of Pollution) Act, The Environment Protection Act and The Factories Act and Rules made thereunder. Our mandate is to go beyond compliance standards and we have made a considerable improvement in this direction.

32. ACKNOWLEDGEMENT:

Your Directors would like to express their appreciation for the assistance and co-operation received from the Company''s customers, vendors, bankers, auditors, investors and Government bodies during the year under review. Your Directors place on record their appreciation of the contributions made by employees at all levels. Your Company''s consistent growth was made possible by their hard work, solidarity, co-operation and support.

For and on behalf of the Board,

Place : Ahmedabad (Bhadresh K. Shah) (Yashwant M. Patel) Date : 19th May, 2015 Managing Director Whole-time Director

Mar 31, 2014

The Members,

AIA Engineering Limited

Ahmedabad

The Directors take pleasure in submitting the 24th Annual Report and the Audited Annual Accounts of the Company for the year ended 31st March, 2014.

1. FINANCIAL HIGHLIGHTS:

Particulars Year ended Year ended 31st March, 2014 31st March, 2013 Rs. Lacs Rs. Lacs

Revenue from Operations & Other Income 181,557.92 160,536.72

Profit before Finance Cost, Depreciation & Amortization and Tax Expenses 45,785.46 27,979.07

Finance Cost 574.07 405.93

Depreciation & Amortization 3,629.48 3,069.32

Profit Before Tax 41,581.91 24,503.82

(i) Provision for Taxation (Current) 12,899.26 7,455.88

(ii) Provision for Taxation (Deferred) 178.72 137.59

Total Tax (i ii) 13,077.98 7,593.47

Profit After Tax 28,503.93 16,910.35

Surplus Brought Forward from Previous Year 68,628.21 57,820.00

Balance available for appropriations 97,132.14 74,730.35

Transferred to General Reserve 2,851.00 1,691.10

Proposed Dividend on Equity Shares 5,659.22 3,772.81

Tax on Dividend on Equity Shares 957.73 638.23

Balance Carried to Balance Sheet 87,664.19 68,628.21

2. OPERATIONAL REVIEW:

During the year under review, the Revenue from Operations of the Company has gone up to Rs. 178,301.05 Lacs as compared to Rs. 158,603.66 Lacs in the previous Financial Year. Exports Turnover has also gone up to Rs. 122,970.36 Lacs as compared to Rs. 103,394.24 Lacs in the previous Financial Year.

During the year under review, Company has registered a Profit Before Tax (PBT) of Rs. 41,581.91 Lacs and Profit After Tax (PAT) of Rs. 28,503.93 Lacs as compared to PBT of Rs. 24,503.82 Lacs and PAT of Rs. 16,910.35 Lacs respectively in the previous Financial year.

During the year under review, on a Consolidated basis, your Company (together with its Subsidiaries) registered Revenue from Operations of Rs. 208,007.83 Lacs as compared to the Turnover of Rs. 175,131.07 Lacs in the previous Financial Year. Correspondingly, the Consolidated Profit After Tax (PAT) [After Minority Interest] registered during the year under review is Rs. 32,496.98 Lacs as compared to PAT [After Minority Interest] of Rs. 21,081.96 Lacs in the previous Financial Year.

Your Directors are happy to inform the members that the consolidated Revenue from Operations has crossed the coveted Rs. 2,000 crore mark in the year under review, which is a significant milestone in the history of your Company''s growth. The profitability for the year under review has also improved significantly.

3. DIVIDEND:

The Board of Directors are pleased to recommend a Dividend of Rs. 6 (300%) per Equity Share of the face value of Rs. 2 each amounting to Rs. 5,659.22 Lacs for the Financial Year 2013-14.

The dividend, if declared by the Members at the ensuing Annual General Meeting, will be paid to those Members, whose names stand registered in the Register of Members as on 31st August, 2014. In respect of Shares held in dematerialized form, it will be paid to the Members whose names are furnished by National Securities Depository Limited (NSDL) and Central Depository Services [India] Limited (CDSL), as beneficial owners.

The total Dividend outgo for the year ended 31st March, 2014 would be Rs. 6,616.95 Lacs including the Corporate Dividend Tax of Rs. 957.73 Lacs.

4. CREDIT RATING:

CRISIL has upgraded the rating from "[CRISIL AA/Positive] to CRISIL AA /Stable for your Company''s working capital lines of Rs. 1,000 million from bank indicating a higher stability for timely payment of financial obligations. The Short-term rating of Rs. 500 million has been reaffirmed by CRISIL at "[CRISIL A1 ] indicating the ability of timely servicing of financial obligations.

5. INCREASE IN THE SHAREHOLDING IN WELCAST STEELS LTD., A SUBSIDIARY OF THE COMPANY:

Your Directors are pleased to inform that the Company has increased its shareholding in Welcast Steels Ltd., Bangalore, a Subsidiary of the Company from 72.59% to 74.85% during the year under review.

6. AMALGAMATION OF DCPL FOUNDRIES LIMITED WITH THE COMPANY:

Your Directors are pleased to inform that the Scheme of Amalgamation of DCPL Foundries Ltd. with the Company has been sanctioned by the Hon''ble High Court of Gujarat, Ahmedabad vide its order dated 4th April, 2014 (received by the Company on 2nd May, 2014).

The Scheme has become effective from 3rd May, 2014 and has been implemented with effect from the Appointed Date i.e. 1st April, 2013. The Company has given the accounting effects of the Scheme of Amalgamation of the above Company in its Annual Results for the year ended 31st March, 2014 and in view of this, the previous year''s figures are not comparable with this year''s figures.

7. CAPITAL EXPENDITURE OUTLAY:

During the year under review, the Company has incurred Rs. 10,956.23 Lacs (including Rs. 6,831.48 Lacs of Capital work-in-progress) on Capital Expenditure.

8. HUMAN RESOURCE POLICY:

The Company has till date witnessed very low attrition level. This is on account of its special emphasis on ensuring a fair and sustainable working environment in addition to sufficient growth opportunities. Staff undergoes regular functional and cross- functional training to ensure they are current with skill sets relevant in today''s time. The Company has inducted some senior staff to further augment its HR function in this Fiscal Year. The Company''s business is highly specialized and involves full cycle from designing solutions for customer specific applications, production of highest quality material, supervision of installation of parts at the customer''s end. This requires dedicated staff at all level. Company''s HR policy is aligned periodically to energize the employees for giving competitive edge to the customers in the present volatile market.

9. BUSINESS PROSPECTS:

The Company closed the Fiscal Year 2013-2014 with a growth of 13.09% in terms of revenue as compared to the previous year. Bulk of this growth has come from the mining space. The Company continued its pace of customer addition in this business segment. The Company today services different mineral ores like iron, copper, gold, platinum and zinc for blue chip mining customers in geographies like USA, Canada, Brazil, South Africa, Australia etc.

Bulk of your Company''s growth is focused on mining segment where the Company relies heavily in its endeavour of replacing its products in place of the conventional forged parts or taking away some market share from its existing key competitor based out of Belgium. The addressable market opportunity relating to the replacement demand of consumable ware parts from the key ores can be regarded to be at least 1.5 million tons per annum and as against that not more than 20% has been converted into the high Chrome use Â which is the opportunity on which your Company is very much focused upon. No doubt this entails a tremendous degree of customization which involves a long process anywhere between 9 to 15 months or even longer in some cases.

For the upcoming Fiscal Year, i.e. 2014-15, the Company expects to further increase its market share in the mining space by targeting increased business from existing customers as well as new customers. In the Cement market, the Company will continue to focus on countries with high growth potential.

In the utility market in India, there is a lot of optimism in relation to the planned commissioning of coal fired thermal power stations in the country and the Company will continue to benefit from its strong presence in this market.

10. FUTURE EXPANSION:

Company''s effective capacity at end of Fiscal Year 2013-2014 stood at 260,000 Metric tons, the Company having successfully completed the Brownfield expansion project at its Moraiya plant. The Company is on target in implementing its Capex plans for FY 2014-15 and 2015-16 so as to effectively augment the total available capacity from the exiting level of 2.60 Lac TPA as on 31.03.2014 to 4.40 Lac TPA by 31.03.2016. The major expansion in the capacity will be at a new Greenfield site at GIDC Kerala, which is close to the existing Moraiya plant which is expected to be commissioned in phases; partly in FY 2014-15 and partly in FY 2015-16.

11. SUBSIDIARY COMPANIES:

In accordance with the Accounting Standard AS-21 on Consolidated Financial Statements as provided under the Listing Agreement with the Stock Exchanges, the audited Consolidated Financial Statements are provided in the Annual Report, which show the financial resources, assets, liabilities, income, profits and other details of the Company and its Subsidiaries as a single entity.

In accordance with the general circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Statement of Profit and Loss and other documents of the Subsidiary Companies are not being attached with the Balance Sheet of the Company. As required under the circular, the Board of Directors at its meeting held on 27th January, 2014 passed a resolution giving consent for not attaching these documents with the Balance Sheet of the Company.

The Company will make available the Annual Accounts of the Subsidiary Companies and the related detailed information to any Member of the Company who may be interested in obtaining the same. The Annual Accounts of the Subsidiary Companies will also be kept open for inspection at the Registered Office of the Company and that of the respective Subsidiary Companies. The Consolidated Financial Statements presented by the Company include financial results of its Subsidiary Companies.

The Annual Accounts of the Subsidiary Companies and the related detailed information will be made available to the members of the Company seeking such information at any point of time.

12. INSURANCE:

The Company has taken adequate insurance coverage of all its Assets and Inventories against various calamities viz. fire, floods, earthquake, cyclone etc.

13. DEPOSITS:

The Company has not accepted any deposit from the public during the year under review, within the meaning of Section 58A of the Companies Act, 1956.

14. INDUSTRIAL RELATIONS:

The Company is extremely sensitive in dealing with its staff and workers and continues to take steps towards achieving the highest standards of industrial harmony. All statutory compliances are maintained and its focused efforts towards nurturing its staff are reflected in its work culture. Company has always tuned its policy and process to help staff and workers to have a quality life and keep high morale in the organization. Company has continued regular interaction with the business and industrial fraternity through prestigious institutions like Confederation of Indian Industries (CII), Gujarat Chamber of Commerce and Industries (GCCI), Ahmedabad Management Association (AMA) and other recognized associations and institutes.

15. INTERNAL CONTROL AND AUDIT:

Company has a proper and adequate system of Internal Control commensurate with its size and the nature of its operations to ensure that all assets are safeguarded and protected against loss from un-authorised use or disposition and those transactions are authorised, recorded and reported correctly.

During the year under review, M/s. Kunte & Associates, Chartered Accountants, Ahmedabad resigned as Internal Auditors of the Company on 31st August, 2013.

The Board of Directors at the recommendation of the Audit Committee appointed M/s. Shah & Shah Associates, Chartered Accountants, Ahmedabad as Internal Auditors of the Company for the period from 1st September, 2013 to 31st March, 2014.

16. CORPORATE GOVERNANCE:

In line with the Company''s commitment to good Corporate Governance Practices, your Company has complied with all the mandatory provisions of Corporate Governance as prescribed in Clause 49 of the Listing Agreement with the Stock Exchanges.

A separate report on Corporate Governance and Practicing Company Secretaries Report thereon is included as a part of the Annual Report.

17. MANAGEMENT''S DISCUSSION AND ANALYSIS (MDA):

MDA covering details of operations, International markets, Research and Development, Opportunities and Threats etc. for the year under review is given as a separate statement, which forms part of this Annual Report.

18. DIRECTORS:

Dr. S. Srikumar, a Director, of the Company retire by rotation at the ensuing Annual General Meeting and being eligible, offered himself for re-appointment.

The Board recommends for the approval of the Members, the re-appointment of Dr. S. Srikumar, as Director of the Company, at the ensuing Annual General Meeting of the members of the Company.

The Board of Directors of the Company in their meeting held on 27th January, 2014 appointed Mr. Dileep C. Choksi as an Additional Director (Independent) of the Company who holds office of Director up to the date of the forthcoming Annual General Meeting. Notice has been received from a member proposing his name for appointment as a Director.

The Board recommends for the approval of the members, the re-appointment of Mr. Dileep C. Choksi, as an Additional Director (Independent) of the Company, at the ensuing Annual General Meeting of the members of the Company.

The Board also recommends the appointment of Mr. Vinod Narain, Mr. Sanjay S. Majmudar and Mr. Rajendra S. Shah as Independent Directors for the 2nd term of five years from 11th September, 2014 to 10th September, 2019 for approval of the Members at the ensuing Annual General Meeting.

19. STATUTORY AUDITORS:

M/s. Talati & Talati, Chartered Accountants, Ahmedabad the Company''s Statutory Auditors will hold office until the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re- appointment. The Audit Committee and the Board of Directors recommend their re-appointment as Statutory Auditors of your Company.

The Company has received a letter to the effect that their re-appointment, if made, would be within the prescribed limits under Section 139 (1) of the Companies Act, 2013 (the Act) and that they are not disqualified for re-appointment within the meaning of Section 141 of the said Act.

20. AUDITORS'' REPORT AND NOTES ON ACCOUNTS:

The Board has duly reviewed the Statutory Auditors'' Report on the Accounts. The observations and comments, appearing in the Auditors'' Report are self-explanatory and do not call for any further explanation / clarification by the Board of Directors under Section 217[3] of the Companies Act, 1956.

21. COST AUDITORS:

In compliance with the Ministry of Corporate Affairs'' order No. 52/26/CAB-2010 dated 3rd May, 2011, on the recommendations of the Audit Committee, the Board of Directors of the Company has appointed M/s. Kiran J. Mehta & Co., Cost Accountants, Ahmedabad as the Cost Auditors to audit the Cost Accounting Records of the Company for the Financial Year 2013-14.

The Cost Auditor has filed the Cost Audit Report for the Financial Year ended 31st March, 2013 within the stipulated time.

22. PARTICULARS OF EMPLOYEES:

In terms of Section 219(1)(b)(iv) of the Companies Act, 1956, the Report and Accounts are being sent to the Shareholders excluding the particulars of the employees as mentioned in Section 217(2A) of the Companies Act, 1956. Any Shareholder interested in obtaining a copy of the same may write to the Company Secretary. None of the employees listed in the said Annexure is related to any Director of the Company.

23. PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The additional information regarding conservation of energy, technology absorption and foreign exchange earnings and outgo, stipulated under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosures of Particulars in the Report of Board of Directors) Rules, 1988 are provided as an AnnexureÂA to this report.

24. DIRECTORS'' RESPONSIBILITY STATEMENT:

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

(i) in the preparation of the Annual Accounts, the applicable accounting standards have been followed;

(ii) sound accounting policies have been selected and applied consistently and judgments and estimates made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year ended 31st March, 2014 and the Profit for the year ended on that date;

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

(iv) the Annual Accounts have been prepared on a going concern basis.

25. SUSTAINABLE DEVELOPMENT:

The Company is firm in its commitment towards sustainable growth and its social responsibility. Various initiatives are planned which are explained in more detail in Annexure ''B'' of this report.

26. ENVIRONMENT, HEALTH AND SAFETY:

The Company is committed to health and safety of its employees, contractors and visitors. We are compliant with all EHS Regulations stipulated under the Water (Prevention and Control of Pollution) Act, The Air (Prevention and Control of Pollution) Act, The Environment Protection Act and The Factories Act and Rules made thereunder. Our mandate is to go beyond compliance and we have made a considerable improvement.

27. ACKNOWLEDGEMENT:

Your Directors would like to express their appreciation for the assistance and co-operation received from the Company''s customers, vendors, bankers, auditors, investors and Government bodies during the year under review. Your Directors place on record their appreciation of the contributions made by employees at all levels. Your Company''s consistent growth was made possible by their hard work, solidarity, co-operation and support.

For and on behalf of the Board, Place : Ahmedabad (Rajendra S. Shah)

Date:20th May, 2014 Chairman

Mar 31, 2013

To, The Members of AIA Engineering Limited Ahmedabad

The Directors take pleasure in submitting the 23rd Annual Report and the Audited Annual Accounts of the Company for the year ended 31st March, 2013.

1. FINANCIAL HIGHLIGHTS:

Particulars Year ended Year ended 31st March, 2013 31st March, 2012 Rs. Lacs Rs. Lacs

Revenue from operations & Other Income 160536.73 128421.30

Profit before Finance Cost, Depreciation & Amortization and Tax Expenses 27979.07 24759.72

Finance Cost 321.93 213.40

Depreciation & Amortization 3069.32 2547.20

Profit before tax 24587.82 21999.12

(i) Provision for Taxation (Current) 7539.88 6659.00

(ii) Provision for Taxation (Deferred) 137.59 249.36

Total Tax (i ii) 7677.47 6908.36

Profit after tax 16910.35 15090.75

Surplus Brought Forward from Previous Year 57820.00 47525.51

Balance available for Appropriations 74730.35 62616.26

Transferred to General Reserve 1691.10 1509.10

Proposed Dividend on Equity Shares 3772.81 2829.61

Tax on Dividend on Equity Shares 638.23 457.55

Balance Carried to Balance Sheet 68628.21 57820.00

2. OPERATIONAL REVIEW:

During the year under review, the Revenue from Operations of the Company has gone up to Rs. 158603.66 Lacs as compared to Rs. 127256.00 Lacs in the previous Financial Year. Exports Turnover has also gone up to Rs. 103394.25 Lacs as compared to Rs. 75602.15 Lacs in the previous Financial Year.

During the year under review, Company has registered a Profit Before Tax (PBT) of Rs. 24587.82 Lacs and Profit After Tax (PAT) of Rs. 16910.35 Lacs as compared to PBT of Rs. 21999.12 Lacs and PAT of Rs. 15090.75 Lacs respectively in the previous Financial year. During the year under review, on a Consolidated basis, your Company (together with its Subsidiaries) registered Revenue from Operations of Rs. 175131.07 Lacs as compared to the Turnover of Rs. 141666.64 Lacs in the previous Financial Year. Correspondingly, the Consolidated Profit After Tax (PAT) registered during the year under review is Rs. 21162.33 Lacs as compared to PAT of Rs. 18120.43 Lacs in the previous Financial Year.

3. DIVIDEND:

The Board of Directors is pleased to recommend a Dividend of Rs. 4 (200%) per Equity Shares of the face value of Rs. 2 each amounting to Rs. 3772.81 Lacs for the Financial Year 2012-13.

The dividend, if declared by the shareholders at the ensuing Annual General Meeting, will be paid to those shareholders, whose names stand registered in the Register of Members as on 3rd August, 2013. In respect of shares held in dematerialized form, it will be paid to the members whose names are furnished by National Securities Depository Limited and Central Depository Services [India] Limited, as beneficial owners.

The total Dividend outgo for the year ended 31st March, 2013 would be Rs. 4411.04 Lacs including the Corporate Dividend Tax of Rs. 638.23 Lacs.

4. ACQUISITION OF REMAINING 30% EQUITY SHARES OF DCPL FOUNDRIES LTD.:

The Company has acquired the remaining 3,00,000 (30%) Equity Shares of the face value of Rs. 10 at a price of Rs. 10 each of DCPL Foundries Ltd. from Dhandapani Cements Pvt. Ltd. and its Promoters.

With the acquisition of the said Equity Shares, DCPL Foundries Ltd. has become the Wholly-owned Subsidiary of the Company with effect from 5th September, 2012.

5. JOINT VENTURE AGREEMENT WITH POLYEX MINERALS PVT. LTD.:

The Company has entered into a Share Purchase Agreement on 11th April, 2013 for the acquisition of 5,000 Equity Shares of Rs. 10 each (being 50% of the Paid-up Share Capital) of Polyex Minerals Private Limited, Ahmedabad (Polyex) at a price of Rs. 10 per Share, for a total consideration of Rs. 50000. The Joint Venture has come into effect from 11th May, 2013.

The said Joint Venture proposes to establish a SiLca Sand Refining Project with refining Capacity of 2,00,000 MT of raw sand per annum to produce 100,000 MT of Special graded Sand, subject to clearances of various approvals from Statutory Authorities.

The Joint Venture has significance for the Company as a backward integration project that will allay the Company''s concerns with the procurement of Quality Sand on a continuous basis.

6. CAPITAL EXPENDITURE OUTLAY:

During the year under review, the Company has incurred Rs. 8647.20 Lacs (including Rs. 3174.85 Lacs of Capital work-in-progress) on Capital Expenditure.

7. HUMAN RESOURCE POLICY:

The Company has till date witnessed very low attrition levels. This is on account of its special emphasis on ensuring a fair and sustainable working environment in addition to sufficient growth opportunities. Staff undergoes regular functional and cross- functional training to ensure they are current with skill sets relevant in today''s time. The Company has inducted some senior staff to further augment its HR function in this Fiscal Year. The Company''s business is highly specialized and involves full cycle from designing solutions for customer specific applications, production of highest quality material, supervision of installation of parts at the customer''s end. This requires dedicated staff at all level. Company''s HR policy is aligned periodically to energize the employees for giving competitive edge to the customers in the present volatile market.

8. BUSINESS PROSPECTS:

The Company closed the Fiscal Year 2012-2013 with a growth of 13.38 % in terms of tonnage and 24.76% in terms of revenue as compared to the previous year. Bulk of this growth has come from the mining space. The Company continued its pace of customer addition in this business segment. The Company today services different mineral ores like iron, copper, gold, platinum and zinc for blue chip mining customers in geographies like USA, Canada, Brazil, South Africa, Australia, etc.

While the cement sector worldwide continuous to remain flat, your company has managed to achieve a nominal growth in this segment in Fiscal Year 2012-13 as compared to the previous year. However, in all fairness it must be stated that while this may be read as some early signs of recovery, the same could be confined only to a select few geographies only. Thus, the European markets particularly Western Europe still continue to face very difficult situation while some revival may be seen in North American market and a few other markets.

Bulk of your company''s growth is therefore focused on mining segment where the company relies heavily in its endeavour of replacing its products in place of the conventional forged parts or taking away some market share from its existing key competitor based out of Belgium. The addressable market opportunity relating to the replacement demand of consumable ware parts from the key ores can be regarded to be at least 1.5 million tons per annum and as against that not more than 15% has been converted into the high Chrome use - which is the opportunity on which your company is very much focused upon. No doubt this entails a tremendous degree of customization which involves a long process of anywhere between 9 to 15 months or even longer in some cases. However with a sales tonnage of over 75000 tons already attained in the mining space in Fiscal Year 2013 your company is now positioned as a serious long term committed player in this space and with many new mines under development, your company continues to remain bullish about a steady and sustainable Growth over a medium to long term from this particular segment.

For the upcoming Fiscal Year, i.e. 2013-14, the Company expects to further increase its market share in the mining space by targeting increased business from existing customers as well as new customers. In the Cement market, the company will continue to focus on countries with high growth potential.

In the utility market in India, there is a lot of optimism in relation to the planned commissioning of coal fired thermal power stations in the country and the Company will continue to benefit from its strong presence in this market.

9. FUTURE EXPANSION:

AIAE''s effective capacity at end of Fiscal Year 2012-2013 stood at 200,000 Metric tons. The company is on target in implementing its Capex plans for Fiscal Year 2013-14 and 2014-15 so as to effectively augment the total available capacity from the existing level of 2 lac TPA as on 31.03.2013 to 3 lac TPA by 31.03.2015. Out of this in the current Fiscal Year 2013-14 the company has plans to implement the Moraiya Brown field capacity expansion project and in Fiscal Year 2014-15 the Kerala Greenfield project is expected to come on stream.

10. SUBSIDIARY COMPANIES:

In accordance with the Accounting Standard AS-21 on Consolidated Financial Statements read with Accounting Standard AS-23 on Accounting for Investments in Associates and as provided under the Listing Agreement with the Stock Exchanges, the audited Consolidated Financial Statements are provided in the Annual Report, which show the financial resources, assets, liabilities, income, profits and other details of the Company, its associates companies and its subsidiaries as a single entity.

In accordance with the general circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Statement of Profit and Loss and other documents of the subsidiary companies are not being attached with the Balance Sheet of the Company. As required under the circular, the Board of Directors at its meeting held on 30th May, 2013 passed a resolution giving consent for not attaching these documents with the Balance Sheet of the Company.

The Company will make available the Annual Accounts of the subsidiary companies and the related detailed information to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary companies will also be kept open for inspection at the Registered Office of the Company and that of the respective subsidiary companies. The Consolidated Financial Statements presented by the Company include financial results of its subsidiary companies.

The Annual Accounts of the Subsidiary Companies and the related detailed information will be made available to the members of the Company seeking such information at any point of time.

11. INSURANCE:

The Company has taken adequate insurance coverage of all its Assets and Inventories against various calamities viz. fire, floods, earthquake, cyclone etc.

12. DEPOSITS:

The Company has not accepted any deposit from the public during the year under review, within the meaning of Section 58A of the Companies Act, 1956.

13. INDUSTRIAL RELATIONS:

The Company is extremely sensitive in dealing with its staff and workers and continues to take steps towards achieving the highest standards of industrial harmony. All statutory compliances are maintained and its focused efforts towards nurturing its staff are reflected in its work culture. Company has always tuned its policy and process to help staff and workers to have a quality life and keep high morale in the organization. Company has continued regular interaction with the business and industrial fraternity through prestigious institutions like Confederation of Indian Industries (CII), Gujarat Chamber of Commerce and Industries (GCCI), Ahmedabad Management Association (AMA) and other recognized associations and institutes.

14. INTERNAL CONTROL AND AUDIT:

Company has a proper and adequate system of Internal Control commensurate with its size and the nature of its operations to ensure that all assets are safeguarded and protected against loss from un-authorised use or disposition and those transactions are authorised, recorded and reported correctly.

During the year under review, Internal Audit of the Company has been carried out by M/s. Kunte & Associates, Chartered Accountants, Ahmedabad.

15. CORPORATE GOVERNANCE:

In line with the Company''s commitment to good Corporate Governance Practices, your Company has complied with all the mandatory provisions of Corporate Governance as prescribed in Clause 49 of the Listing Agreement with the Stock Exchanges.

A separate report on Corporate Governance and Practicing Company Secretaries Report thereon is included as a part of the Annual Report.

16. MANAGEMENT''S DISCUSSION AND ANALYSIS (MDA):

MDA covering details of operations, International markets, Research and Development, Opportunities and Threats etc. for the year under review is given as a separate statement, which forms part of this Annual Report.

17. DIRECTORS:

Mr. Sanjay S. Majmudar, Director and Mr.Yashwant M. Patel, Whole-time Director, of the Company retire by rotation at the ensuing Annual General Meeting and being eligible, offered themselves for re-appointment.

The Board recommends the re-appointments of Mr.Sanjay S. Majmudar, Director and Mr.Yashwant M. Patel, Whole-time Director as Directors of the Company.

Mr.Bhupendra A Shah, an Independent Director of the Company expired on 23-2-2013. Board of Directors in their meeting held on 30-5-2013 has decided not to fill the casual vacancy created by the sad demise of Mr.Bhupendra A. Shah, Independent Director as the present composition of the Board of Directors of the company is in compliance with Clause 49 of the Listing Agreement.

18. STATUTORY AUDITORS:

M/s. Talati & Talati, Chartered Accountants, the Company''s Statutory Auditors will hold office until the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

The Company has received a letter to the effect that their re-appointment, if made, would be within the prescribed limits under Section 224 (1B) of the Companies Act, 1956 and that they are not disqualified for re-appointment within the meaning of Section 226 of the said Act.

19. AUDITORS'' REPORT AND NOTES ON ACCOUNTS:

The Board has duly reviewed the Statutory Auditor''s Report on the Accounts. The observations and comments, appearing in the Auditor''s Report are self-explanatory and do not call for any further explanation / clarification by the Board of Directors under section 217[3] of the Companies Act, 1956.

20. COST AUDITORS:

In compliance with the Ministry of Corporate Affairs'' order No. 52/26/CAB-2010 dated 3rd May 2011, on the recommendations of the Audit Committee, the Board of Directors of the Company on the approval of the Central Government, has appointed M/s. Kiran J. Mehta & Co., Cost Accountants, Ahmedabad as the Cost Auditors of the Company to audit the Cost Accounting Records of the Company for the Financial Year 2012-13.

The Cost Auditor has filed the cost audit reports for the financial year ended 31st March, 2012 within the due date.

21. PARTICULARS OF EMPLOYEES:

The particulars of employees, as required under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975 as amended are given as an Annexure - A to this report.

22. PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The additional information regarding conservation of energy, technology absorption and foreign exchange earnings and outgo, stipulated under Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosures of Particulars in the Report of Board of Directors) Rules, 1988 are provided as an Annexure-B to this report.

23. DIRECTORS'' RESPONSIBILITY STATEMENT:

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

(i) in the preparation of the Annual Accounts, the applicable accounting standards have been followed;

(ii) sound accounting policies have been selected and applied consistently and judgments and estimates made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year ended 31st March, 2013 and the Profit for the year ended on that date;

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

(iv) the Annual Accounts have been prepared on a going concern basis.

24. SUSTAINABLE DEVELOPMENT:

The Company is firm in its commitment towards sustainable growth and its social responsibility. Various initiatives are planned which are explained in more detail in Annexure ''C'' of this report.

25. ENVIRONMENT, HEALTH AND SAFETY:

The Company is committed to health and safety of its employees, contractors and visitors. We are compliant with all EHS Regulations stipulated under the Water (Prevention and Control of Pollution) Act, The Air (Prevention and Control of Pollution) Act, The Environment Protection Act and The Factories Act and Rules made thereunder. Our mandate is to go beyond compliance and we have made a considerable improvement.

26. ACKNOWLEDGEMENT:

Your Directors would like to express their appreciation for the assistance and co-operation received from the Company''s customers, vendors, bankers, auditors, investors and Government bodies during the year under review. Your Directors place on record their appreciation of the contributions made by employees at all levels. Your Company''s consistent growth was made possible by their hard work, solidarity, co-operation and support.

For and on behalf of the Board,

Place : Ahmedabad (Rajendra S. Shah)

Date : 30th May, 2013 Chairman

Mar 31, 2012

To,The Members of AIA Engineering Limited Ahmedabad

The Directors take pleasure in submitting the 22nd Annual Report and the Audited Annual Accounts of the Company for the year ended 31st March, 2012.

1. FINANCIAL HIGHLIGHTS:

Particulars Year ended Year ended 31st March, 2012 31st March, 2011 Rs. Lacs Rs. Lacs

Revenue from Operations & Other Income 128,421.31 100,180.19

Profit before Finance Cost, Depreciation & Amortisation and Tax Expenses 24,759.72 21,066.14

Finance Cost 213.40 2.38

Depreciation & Amortisation 2,547.20 2,138.21

Profit before tax 21,999.12 18,925.55

(i) Provision for Taxation (Current) 6,659.00 5,708.45

(ii) Provision for Taxation (Deferred) 249.37 242.17

Total Tax (i ii) 6,908.37 5,950.62

Profit after tax 15,090.75 12,974.93

Surplus Brought Forward from Previous Year 47,525.51 39,135.24

Balance available for appropriations 62,616.26 52,110.17

Transferred to General Reserve 1,509.08 1,297.50

Proposed Dividend on Equity Shares 2,829.61 2,829.61

Tax on Dividend on Equity Shares 457.55 457.55

Balance Carried to Balance Sheet 57,820.02 47,525.51

2. OPERATIONAL REVIEW:

During the year under review, the Revenue from operations of the Company has gone up to Rs.127,256.00 Lacs as compared to Rs.98,547.19 Lacs in the previous Financial Year. Exports Turnover has also gone up to Rs.75,602.15 Lacs as compared to Rs.56,717.19 Lacs in the previous Financial Year.

During the year under review, Company has registered a Profit Before Tax (PBT) of Rs.21,999.12 Lacs and Profit After Tax (PAT) of Rs.15,090.75 Lacs as compared to PBT of Rs.18,925.55 Lacs and PAT of Rs.12,974.93 Lacs respectively in the previous Financial Year.

During the year under review, on a Consolidated basis, your Company (together with its Subsidiaries) registered a Revenue from operations of Rs.141,666.64 Lacs as compared to Rs.116,065.68 Lacs in the previous Financial Year. Correspondingly, the Consolidated Profit After Tax (PAT) registered during the year under review is Rs.18,120.43 Lacs as compared to PAT of Rs.18,358.51 Lacs in the previous Financial Year.

3. DIVIDEND:

The Board of Directors is pleased to recommend a Dividend of Rs.3/- (150%) per Equity Shares of the face value of Rs.2/- each amounting to Rs.2,829.61 Lacs for the Financial Year 2011-12 subject to the approval of the Shareholders.

The total Dividend outgo for the year ended 31st March, 2012 would be Rs.3,287.16 Lacs including the Corporate Dividend Tax of Rs.457.55 Lacs.

4. CAPITAL EXPENDITURE OUTLAY:

During the year under review, the Company has incurred Rs.10,445.52 Lacs (including Rs.1,808.49 Lacs of Capital work-in-progress) on Capital Expenditure.

5. HUMAN RESOURCE POLICY:

The Company has till date witnessed very low attrition levels. This is on account of its special emphasis on ensuring a fair and sustainable working environment in addition to sufficient growth opportunities. Staff undergoes regular functional and cross- functional training to ensure they are current with skill sets relevant in today's time. The Company has inducted some senior staff to further augment its HR function in this Fiscal Year. The Company's business is highly specialized and involves the periodically full cycle from design of solutions for specific applications at the customer's end to production of highest quality material to supervision of installation of the parts at the customer's end. It requires dedicated staff at all levels. Company's HR policies are reviewed periodically to ensure their relevance.

6. BUSINESS PROSPECTS:

The Company closed the Fiscal Year 2011-2012 with a growth of 22.25% in terms of tonnage and 29.13% in terms of revenue as compared to the previous year. Bulk of this grown has come from the mining space. The Company continued its pace of customer addition in this business segment. The Company today services different mineral ores like iron, copper, gold, platinum and zinc for blue chip mining customers in geographies like USA, Canada, Brazil, South Africa, Australia, etc.

The global economic recovery that began in 2009 again showed signs of distress in the Fiscal Year and brought increased economic un-certainty. With reported issues in Europe, slow-down in China and un-certain growth in US, there is a lot of skepticism in terms of economic prospects going forward. The Company derives bulk of its revenues from consumable wear parts used in Cement, Mining and Utility industries and its revenues to that extent are shielded from the significant pull back in capital spending.

The Company continues to build on its market share in the Cement and Utility segments while investing in new segments like Aggregate crushing (Quarry) for which it remains very bullish.

For the upcoming Fiscal Year, i.e. 2012-13, the Company expects to further increase its market share in the mining space by targeting increased business from existing customers as well as new customers. In the Cement market, the company will continue to focus on countries with high growth potential.

In the utility market in India, there is a lot of optimism in relation to the planned commissioning of coal fired thermal power stations in the country and the Company will continue to benefit from its strong presence in this market.

7. FUTURE EXPANSION:

AIAE's effective capacity at end of Fiscal Year 2011-2012 stood at 200,000 Metric tons. The Company is also in the process to chart out further expansion plans through a combination of Greenfield and Brownfield projects whereby the Company would be in a position to increase the overall capacity by additional 100,000 tons per annum.

8. SUBSIDIARY COMPANIES:

As required under the Listing Agreements with the Stock Exchanges and in accordance with the Accounting Standard 21 (AS-21), Consolidated Financial Statements being prepared by the Company includes financial information of its Subsidiaries.

In accordance with the provisions laid down in Section 212 of the Companies Act, 1956, the Company is required to attach the Annual Accounts of the Subsidiary Companies to its Annual Accounts.

Pursuant to the General Circular No. 2/2011 of the Central Government, Ministry of Corporate Affairs and its Order No. 5/12/2007- CL-III dated 8th February, 2011, the Balance Sheet, Statement of Profit and Loss Accounts and other documents of Subsidiary Companies are not being attached with the Balance Sheet of the Company.

The Company has Subsidiaries in India and Abroad. In compliance with the said Circular, a statement containing brief financial details of these companies for the year ended 31st March, 2012 forms part of this Annual Report. The Annual Accounts of the Subsidiary Companies will be available for inspection by any member at the Registered Office of the Company and also at the respective Subsidiary Companies. The Annual Accounts of the Subsidiary Companies and the related detailed information will be made available to the members of the Company seeking such information at any point of time.

9. INSURANCE:

The Company has taken adequate insurance coverage of all its assets and Inventories against various calamities viz. fire, floods, earthquake, cyclone etc.

10. DEPOSITS:

The Company has not accepted any deposit from the public during the year under review, within the meaning of Section 58A of the Companies Act, 1956.

11. INDUSTRIAL RELATIONS:

The Company is extremely sensitive in dealing with its staff and workers and continues to take steps towards achieving the highest standards of industrial harmony. All statutory compliances are maintained and its focused efforts towards nurturing its Staff are reflected in its work culture. Company has always tuned its policy and process to help staff and workers to have a quality life and keep high morale in the organization. Company has continued regular interaction with the business and industrial fraternity through prestigious institutions like Confederation of Indian Industries (CII), Gujarat Chamber of Commerce and Industries (GCCI), Ahmedabad Management Association (AMA) and other recognized associations and institutes.

12. INTERNAL CONTROL AND AUDIT:

Company has a proper and adequate system of Internal Control commensurate with its size and the nature of its operations to ensure that all assets are safeguarded and protected against loss from un-authorised use or disposition and those transactions are authorised, recorded and reported correctly.

During the year under review, Internal Audit of the Company has been carried out by M/s. Kunte & Associates, Chartered Accountants, Ahmedabad.

13. CORPORATE GOVERNANCE:

In line with the Company's commitment to good Corporate Governance Practices, your Company has complied with all the mandatory provisions of Corporate Governance as prescribed in Clause 49 of the Listing Agreement with the Stock Exchanges.

A separate report on Corporate Governance and Practicing Company Secretaries Report thereon are included as a part of the Annual Report.

14. MANAGEMENT'S DISCUSSION AND ANALYSIS (MDA):

MDA covering details of operations, International markets, Research and Development, Opportunities and Threats etc. for the year under review is given as a separate statement, which forms part of this Annual Report.

15. DIRECTORS:

Mr. Rajendra S. Shah and Dr. S. Srikumar, Directors of the Company retire by rotation at the ensuing Annual General Meeting and being eligible, offered themselves for re-appointment.

The Board recommends the re-appointments of Mr. Rajendra S. Shah and Dr. S. Srikumar, as Directors of the Company.

16. STATUTORY AUDITORS:

M/s. Talati & Talati, Chartered Accountants, the Company's Statutory Auditors will retire at the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

The Company has received a letter to the effect that their re-appointment, if made, would be within the prescribed limits under Section 224 (1B) of the Companies Act, 1956 and that they are not disqualified for re-appointment within the meaning of Section 226 of the said Act.

17. COST AUDITORS:

In compliance with the Ministry of Corporate Affairs' order No. 52/26/CAB-2010 dated 3rd May, 2011, the Board of Directors of the Company on the approval of the Central Government, has appointed M/s. Kiran J. Mehta & Co., Cost Accountants, Ahmedabad as the Cost Auditors of the Company to audit the Cost Accounting Records of the Company for the Financial Year 2011-12.

The first Cost Audit Report for the Financial Year 2011-12 will be submitted to Central Government on or before 27th September, 2012.

18. PARTICULARS OF EMPLOYEES:

The particulars of employees, as required under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975 as amended are given as an Annexure - A to this report.

19. PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The additional information regarding conservation of energy, technology absorption and foreign exchange earnings and outgo, stipulated under Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosures of Particulars in the Report of Board of Directors) Rules, 1988 are provided as an AnnexureÃB to this report.

20. DIRECTORS' RESPONSIBILITY STATEMENT:

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

(i) in the preparation of the Annual Accounts, the applicable accounting standards have been followed;

(ii) sound accounting policies have been selected and applied consistently and judgments and estimates made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year ended 31st March, 2012 and the Profit for the year ended on that date;

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

(iv) the Annual Accounts have been prepared on a going concern basis.

21. SUSTAINABLE DEVELOPMENT:

The Company is firm in its commitment towards sustainable growth and its social responsibility. Various initiatives are planned which are explained in more detail in Annexure 'C' of this report.

22. Environment, Health and Safety:

The Company is committed to health and safety of its employees, contractors and visitors. We are compliant with all EHS Regulations stipulated under the Water (Prevention and Control of Pollution) Act, The Air (Prevention and Control of Pollution) Act, The Environment Protection Act and The Factories Act and Rules made thereunder. Our mandate is to go beyond compliance and we have made a considerable improvements.

23. ACKNOWLEDGEMENT:

Your Directors would like to express their appreciation for the assistance and co-operation received from the Company's customers, vendors, bankers, auditors, investors and Government bodies during the year under review. Your Directors place on record their appreciation of the contributions made by employees at all levels. Your Company's consistent growth was made possible by their hard work, solidarity, co-operation and support.

For and on behalf of the Board,

Place : Ahmedabad (Rajendra S. Shah)

Date : 30th May, 2012 Chairman

Mar 31, 2011

The Members,

The Directors take pleasure in submitting the 21st Annual Report and the Audited Annual Accounts of the Company for the year ended 31st March, 2011.

1. FINANCIAL HIGHLIGHTS:

Particulars Year ended Year ended

31st March, 2011 31st March, 2010

Rs. Millions Rs. Millions

Sales & Other Income 10018.02 8319.51

Profit before Interest, Depreciation and Taxation 2106.81 2058.69

Interest 0.24 7.62

Depreciation 213.81 188.06

Profit before tax 1892.76 1863.01

(i) Provision for Taxation (Current) 571.10 610.00

(ii) Short / Excess provision of Taxation -0.06 1.82

(iii) Provision for Taxation (Deferred) 24.22 25.57

Total Tax (i ii iii) 595.26 637.39

Profit after tax 1297.50 1225.62

Surplus Brought Forward from Previous Year 3913.52 3085.57

Balance available for appropriations 5211.02 4311.19

Interim Dividend on Equity Shares 0.00 75.46

Proposed Dividend on Equity Shares 282.96 160.35

Tax on Dividend on Equity Shares 45.76 39.30

Transferred to General Reserve 129.75 122.56

Balance Carried to Balance Sheet 4752.55 3913.52

2. OPERATIONAL REVIEW:

During the year under review, the Turnover of the Company has gone up to Rs. 9610.80 Millions as compared to Rs. 8041.95 Millions in the previous Financial Year. Exports Turnover has also gone up to Rs. 5671.72 Millions as compared to Rs. 4102.61 Millions in the previous Financial Year.

During the year under review, the Company has registered a Profit Before Tax (PBT) of Rs. 1892.76 Millions and Profit After Tax (PAT) of Rs. 1297.50 Millions as compared to PBT of Rs. 1863.01 Millions and PAT of Rs. 1225.62 Millions respectively in the previous Financial year.

During the year under review, on a consolidated basis, your Company (together with its Subsidiaries) registered a Turnover of Rs. 11369.42 Millions as compared to the Turnover of Rs. 9497.01 Millions in the previous Financial Year. Correspondingly, the Consolidated Profit after Tax (PAT) registered during the year under review is Rs. 1835.82 Millions as compared to PAT of Rs. 1710.99 Millions in the previous Financial year.

3. DIVIDEND:

The Board of Directors is pleased to recommend a Dividend of Rs. 3.00 (150%) per Equity Shares of the face value of Rs. 2 each amounting to Rs. 282.96 Millions for the Financial year 2010-11 subject to the approval of the shareholders.

The total Dividend outgo for the year ended 31st March, 2011 would be Rs. 328.72 Millions including the Corporate Dividend Tax of Rs. 45.76 Millions.

6. INCORPORATION OF A STEP-DOWN SUBSIDIARY IN CHINA:

During the year under review, a step-down Subsidiary Company in the name of Wuxi Weigejia Trade Co. Limited, China has been incorporated which is a Wholly-owned Subsidiary of Vega Industries (Middle East) FZE, UAE.

7. ACQUISITION OF SHARES OF DCPL FOUNDRIES PRIVATE LTD.:

During the year under review, the Company has acquired 70% of the Equity Shares of Rs. 10 each of DCPL Foundries Private Ltd., Trichy (DFPL) at a price of Rs. 10 per share. With the acquisition of 70% of the Equity Shares of DFPL, it has become a Subsidiary of the Company with effect from 13th December, 2010.

8. CAPITAL EXPENDITURE OUTLAY:

During the year under review, the Company has incurred Rs. 715.83 Millions (including Rs. 134.76 Millions of Capital work-in-progress) on Capital Expenditure.

9. HUMAN RESOURCE POLICY:

The Company's business is highly specialized and involves the full cycle from design of solutions for specific applications at the customer's end to production of highest quality material to supervision of installation of parts at the customer's end. It requires dedicated staff at all levels. The Company enjoys very low attrition levels and endeavors to ensure retention of staff by putting in place best in class human resource practices. In addition to opportunities for growth, the Company also ensures that there is sufficient learning imparted to the employees through regular cross-functional interactions and expert training seminars.

10. BUSINESS PROSPECTS:

The Company is operating in a high technology oriented niche engineering segment, involving manufacturing of impact, abrasion and wear resistant, high chrome mill internal products used by cement, mining and utility industries. The Company services the Ãreplacement' demand of these industries and the OEM requirement for new capacities added.

The Company closed the fiscal year 2010-11 with a growth of 25.48% in terms of tonnage and 19.72% in terms of revenue as compared to the previous year. This was attained largely on account of the successful penetration in the mining space. The Company today services different mineral ores like iron, copper, gold, platinum and zinc for blue chip mining customers in countries like USA, Canada, Brazil, South Africa, Australia, etc.

In addition to in-roads in the global mining space, the Company continued to build on its market share in the global Cement market and the Utility market in India.

For the upcoming fiscal year, i.e. 2011-12, the Company expects to further increase its market share in the mining space by targeting increased business from existing customers as well as new customers. In the Cement market, the Company will continue to focus on countries with high growth potential including China, where the Company has started to make firm progress.

In the utility market in India, there is a lot of optimism in relation to the planned commissioning of coal fired thermal power stations in the country and the Company will continue to benefit from its strong presence in this market.

11. FUTURE EXPANSION:

AIAE has implemented brown field expansions at various locations in Fiscal Year 2010-11 and the capacity has effectively increased to 200,000 tons per annum. The Company has also charted out further expansion plans through a combination of greenfield and brown field projects whereby the Company would be in a position to increase the overall capacity by additional 100,000 tons per annum so as to be effecively available in Fiscal Year 2013-14.

12. SUBSIDIARY COMPANIES:

As required under the Listing Agreements with the Stock Exchanges and in accordance with the Accounting Standard 21 (AS-21), Consolidated Financial Statements being prepared by the Company includes financial information of its Subsidiaries.

In accordance with the provisions laid down in Section 212 of the Companies Act, 1956, the Company is required to attach the Annual Accounts of the subsidiary Companies to its Annual Accounts.

Central Government, Ministry of Corporate Affairs vide its General Circular No. 2/2011 and its Order No. 5/12/2007-CL-III dated 8th February 2011 has granted a General Exemption to the Companies from attaching the audited accounts of the subsidiaries to this Annual Report subject to the compliance of terms and conditions as mentioned in the said Circular.

The Company has Subsidiaries in India and abroad. A statement containing brief financial details of these companies for the year ended 31st March, 2011 forms part of this Annual Report. The annual accounts of the Subsidiary Companies will be available for inspection by any member at the Registered Office of the Company. The Annual Accounts of the Subsidiary Companies and the related detailed information will be made available to the members of the Company seeking such information at any point of time.

13. INSURANCE:

The Company has taken adequate insurance coverage of all its assets and Inventories against various calamities viz. fire, floods, earthquake, cyclone etc.

14. DEPOSITS:

The Company has not accepted deposits from the public during the year under review, within the meaning of Section 58A of the Companies Act, 1956.

15. INDUSTRIAL RELATIONS:

The Company is extremely sensitive in dealing with its staff and workers and continues to take steps towards achieving the highest standards of industrial harmony. All statutory compliances are maintained. Company has always tuned its policy and process to help staff and workers to have a healthy working environment and keep high morale in the organization. Company has regular interactions with the business and industrial fraternity through organisations like the Confederation of Indian Industries (CII), the Gujarat Chamber of Commerce and Industries (GCCI) and Ahmedabad Management Association (AMA).

16. INTERNAL CONTROL AND AUDIT:

Company has a proper and adequate system of Internal Control commensurate with its size and the nature of its operation to ensure that all assets are safeguarded and protected against loss from un-authorised use or disposition and those transactions are authorised, recorded and reported correctly.

During the year under review, Internal Audit of the Company has been carried out by a firm of Chartered Accountants.

17. CORPORATE GOVERNANCE:

In line with the Company's commitment to good Corporate Governance Practices, your Company has complied with all the mandatory provisions of Corporate Governance as prescribed in Clause 49 of the Listing Agreement with the Stock Exchanges.

A separate report on Corporate Governance and Practicing Company Secretaries Report thereon are included as a part of the Annual Report.

18. MANAGEMENT'S DISCUSSION AND ANALYSIS (MDA):

MDA covering details of operations, Business in International Markets, Research and Development, etc. for the year under review is given as a separate statement, which forms part of this Annual Report.

19. DIRECTORS:

Mr. Yashwant M. Patel was appointed as an Additional Director by the Board of Directors of the Company in their meeting held on 12th November, 2010. Mr. Yashwant M. Patel will be Additional Director upto the ensuing Annual General Meeting.

The Board of Directors of the Company in their meeting held on 30th May, 2011 appointed Mr. Yashwant M. Patel as a Whole-time Director of the Company for a period of three years with effect from 01.04.2011.

Mr. Bhupendra A. Shah and Mr. Vinod Narain, Directors of the Company retire by rotations at the ensuing Annual General Meeting and being eligible, offered themselves for re-appointment.

The Board recommends the re-appointments of Mr. Bhupendra A. Shah and Mr. Vinod Narain as Directors of the Company.

20. STATUTORY AUDITORS:

M/s. Talati & Talati, Chartered Accountants, the Company's Statutory Auditors will retire at the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

21 COST AUDITORS:

In compliance with the Ministry of Corporate Affairs' order No. 52/26/CAB-2010 dated 3rd May, 2011, the Board of Directors of the Company have appointed M/s. Kiran J. Mehta & Co., Cost Accountants, Ahmedabad as the Cost Auditors of the Company to audit the Cost Accounting Records of the Company for the Financial Year 2011-12.

22. PARTICULARS OF EMPLOYEES:

The particulars of employees, as required under Section 217 (2A) of the Companies Act, 1956 are given as an Annexure-A to this report.

23. PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The additional information regarding conservation of energy, technology absorption and foreign exchange earnings and outgo, stipulated under Section 217 (1) (e) of the Companies Act, 1956 are given as an AnnexureÃB to this report.

24. DIRECTORS' RESPONSIBILITY STATEMENT:

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

(i) in the preparation of the Annual Accounts, the applicable accounting standards have been followed;

(ii) sound accounting policies have been selected and applied consistently and judgments and estimates made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year ended 31st March, 2011 and the Profit and Loss Account for the year ended on that date;

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

(iv) the Annual Accounts have been prepared on a going concern basis.

25. CORPORATE SOCIAL RESPONSIBILITY:

The Company is firm in its resolve to ensure that its social obligations are given the right attention. Various initiatives have been taken up in line with the same and which are explained in more detail in Annexure C of this Report.

26. ENVIRONMENT, HEALTH & SAFETY:

We are compliant with all environmental regulations. There is a constant effort to improve the work environment. As an environmental conscious industry, we are working to become a carbon and water neutral Company.

"Safety" was a key word and safe operating practices and safe work for all are key management KRAs. To create awareness and involve all for safe practices, regular tool box meetings were held at shop floor. The use of Personal Protective Equipment (PPE) and health check-ups contributed to safety and good occupational health of the employees. Safety Audits were also arranged

27. "GROUP" FOR INTER-SE TRANSFER OF SHARES:

As required under Clause 3(e) of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeover) 1997, persons constituting "Group" (within the meaning as defined in the Monopolies and Restrictive Trade Practices Act, 1969) for the purpose of availing exemption from applicability of the provisions of Regulation 10 to 12 of the aforesaid SEBI Regulations are given in Annexure D attached herewith and the said Annexure D forms part of this Annual Report.

28. ACKNOWLEDGEMENT:

Your Directors thank the Company's customers, vendors, bankers, auditors, investors and Government bodies for their continued support during the year. Your Directors place on record their appreciation of the contributions made by employees at all levels. Your Company's consistent growth was made possible by their hard work, solidarity, co-operation and support.

For and on behalf of the Board,

Place : Ahmedabad (Rajendra S. Shah)

Date :30th May, 2011 Chairman

Mar 31, 2010

The Directors take pleasure in submitting the 20th Annual Report and the Audited Annual Accounts of the Company for the year ended 31st March, 2010.

1. FINANCIAL HIGHLIGHTS:

Particulars Year ended Year ended 31st March 2010 31st March 2009 Rs. in Lacs Rs. in Lacs

Sales & Other Income 83195.14 94283.38

Profit before Interest, Depreciation and Taxation 20586.94 22283.01

Interest 76.21 84.67

Depreciation 1880.59 1617.08

Profit Before Tax 18630.14 20581.26

(i) Provision for Taxation (Current) 6100.00 6775.00

(ii) Short / Excess provision of Taxation 18.18 7.59

(iii) Provision for Taxation (Deferred) 255.77 421.90

(iv) Provision for Fringe Benefits Tax 0.00 31.00

Total Tax (i+ii+iii+iv) 6373.95 7235.49

Profit After Tax 12256.19 13345.77

Surplus Brought Forward from Previous Year 30855.71 21600.91

Balance available for Appropriations 43111.90 34946.68

Interim Dividend on Equity Shares 754.56 563.90

Proposed Final Dividend on Equity Shares 1603.45 1792.09

Tax on Dividend on Equity Shares 393.03 400.40

Transferred to General Reserve 1225.62 1334.58

Balance Carried to Balance Sheet 39135.24 30855.71

2. OPERATIONAL REVIEW:

During the year under review, your Company has registered a Turnover of Rs.80419.50 Lacs as compared to Rs.92285.95 Lacs in the previous Financial Year on account of decrease in Raw Material prices and consequently decrease in Sales Realization. Exports Turnover is Rs.41026.14 Lacs as compared to Rs. 49182.21 Lacs in the previous Financial Year. *

During the year under review, Company has registered a Profit Before Tax (PBT) of Rs.18630.14 Lacs and Profit After Tax (PAT) of Rs.12256.19 Lacs as compared to PBT of Rs. 20581.26 Lacs and PAT of Rs.13345.77 Lacs respectively in the previous Financial year.

During the year under review, on a consolidated basis, your Company (together with its Subsidiaries) registered a Turnover of Rs.94970.14 Lacs as compared to the Turnover of Rs. 102329.10 Lacs in the previous Financial Year. Correspondingly, the Consolidated Profit After Tax (PAT) registered during the year under review is Rs.17110.25 Lacs as compared to PAT of Rs. 17414.93 Lacs in the previous Financial year.

3. DIVIDEND:

During the Financial Year 2009-10, the Company has paid an Interim Dividend of Rs.0.80 per Share on 94320370 Equity Shares of Rs.2 each aggregating to Rs.754.56 Lacs on 8* February 2010.

The Board of Directors are pleased to recommend a Final Dividend of Rs.1.70 per Equity Share of Rs.2 each amounting to Rs. 1603.45 Lacs for the Financial Year 2009-10 subject to the approval of the Shareholders.

The total Dividend outgo for the year ended 31s* March 2010 would be Rs.2751.04 Lacs including the Corporate Dividend Tax of Rs.393.03 Lacs.

4. ALLOTMENT OF EQUITY SHARES OF THE COMPANY:

During the year under review, the Company has allotted 336430 Equity Shares of Rs.2 each to the Shareholders of erstwhile Reclamation Welding Limited pursuant to the Scheme of Amalgamation of Reclamation Welding Limited and Paramount Centrispun Castings Private Limited with the Company as sanctioned by the HonTsle High Court of Gujarat, Ahmedabad vide their order dated 8th May 2009.

5. PASSING OF RESOLUTIONS THROUGH POSTAL BALLOT:

Pursuant to Section 192A of the Companies Act, 1956 read with the Companies (Passing of the Resolution by Postal Ballot) Rules 2001, approval of the members were sought for passing the following Special / Ordinary resolutions through Postal Ballot:

(1) SPECIAL RESOLUTION - Under Section 17 & 149 (2A) of the Companies Act, 1956 for the insertion of a New Object Clause in the Main Object Clause of the Memorandum of Association of the Company;

(2) ORDINARY RESOLUTION - Under Section 293 (1) (d) of the Companies Act, 1956 for amending the Borrowing Powers of the Board of Directors; and

(3) ORDINARY RESOLUTION - Under Section 293 (1) (a) of the Companies Act, 1956 for amending the powers of the Board of Directors for Mortgage / Hypothecate / Create Security, the properties of the Company with respect to the Borrowings made by the Company.

The Scrutinizer Mr. Tushar Vora, Practicing Company Secretary submitted his Report on 3rd April 2010 to the Chairman of the Company. The result of the approval of the members of the above resolutions was announced on 5th April 2010. All the resolutions were approved by the members of the Company with requisite majority.

6. ACQUISITION OF A DOWN THE LINE SUBSIDIARY IN SOUTH AFRICA:

During the year under review, Vega Industries (Middle East) FZE, U AE, a Wholly-owned Subsidiary of the Company has acquired 100% Shares of Tuffsan Trading 295 (Proprietary) Limited, South Africa (Tuffsan). The name of Tuffsan was later changed to Vega Steel Industries (RSA) (Proprietary) Limited, South Africa.

7. CAPITAL EXPENDITURE OUTLAY:

During the year under review, the Company has incurred Rs. 3277.72 Lacs (including Rs.1026.66 Lacs of Capital work-in-progress) on Capital Expenditure.

8. HUMAN RESOURCE POLICY:

Company endeavor to become a globally dominant supplier in its products by providing customized innovative solutions and adding value by continuous improvement in all operations at its end and at the customers end through its talented team. By bringing together the talents, energy and enthusiasm of professionals and experienced team members, has institutionalized bonding amongst the team. Company encourages inculcation of fairness and equity amongst the employees with Corporate Governance as a driving force. Company recognizes employees collaborative efforts, honesty and thrust for high integrity and desire for growth as the key values for the growth and development of the Company.

9. BUSINESS PROSPECTS:

The Company is operating in a high technology oriented niche engineering segment, involving manufacturing of impact abrasion and wear resistant High Chrome Mill Internal products used by Cement, Mining and Utility industries. The Company services the replacement demand of these industries and the OEM requirement for which new capacities have been added.

Fiscal year 2008-09 particularly the second half of fiscal year 2008-09 witnessed onset of deep recessionary trends in the major global markets. The countries which were particularly worst hit include North America, South America, European Subcontinent as well as CIS countries. Since your Company is strongly present in the Cement segment in all these major markets, it has witnessed a temporary impact of this slow down in the Cement replacement demand from the above markets. This impact to a large extent was also felt during the fiscal year 2009-10. However, some of the pockets of the world market-particularly Eastern Europe, The Middle East, Latin America, China and the Asia Pacific countries have continued their growth in Cement Business with varying degree. It is hoped that the EU and the US will start recovery in FY 2011.

On the Mining front, since your Company had focused strongly on Iron Ore for its worldwide foray into Mining business, significant slow down in the Iron Ore production world wide resulted into a sizeable destocking activity by the major Iron Ore mines, which affected your Companys plan to ramp up its production for servicing this segment in First Half of FY 2010.

However, the initiatives taken by the Company for sustaining the growth momentum have yielded satisfactory results. Thus, in the Cement segment your Company has widened the market horizon by adding many new Countries and Customers in FY 2010. On the Mining front your Company has aggressively diversified into other minerals like Copper, Platinum and Gold and has added many new Customers and Markets from the Second Half of FY 2010. It is heartening to note that on the Iron Ore front, the demand has revived and the Company has started servicing this segment also.

Similarly on the Cement front, your Company has also started supplies to the Chinese markets.

On the domestic marketing front, your Company continues to enjoy a significant share in all the three segments where it operates.

Thus, the long term prospects continue to remain very much bullish and strong.

10. FUTURE EXPANSION:

Your Company is targeting to increase the production capacity from 165,000 MT per year to 200,000 MT per year and the increased capacity is expected to come online in 2010-2011. This includes a new plant to manufacture 20,000 MT of Vertical Mill Internals. This plant is expected to be commissioned in July 2010.

11. SUBSIDIARY COMPANIES:

As required under the Listing Agreement with the Stock Exchanges and in accordance with the Accounting Standard 21 (AS-21), Consolidated Financial Statements being prepared by the Company include financial information of its Subsidiaries.

In accordance with the provisions laid down in Section 212 of the Companies Act, 1956* the Company is required to attach the Annual Accounts of the Subsidiary Companies to its Annual Accounts.

On an Application made by the Company, the Government of India, Ministry of Corporate Affairs vide its letter No. 47/196/2010-CL-III dated 5th April 2010 granted exemption to the Company from attaching the Audited Accounts of the Subsidiaries to this Annual Report for the Financial Year ended 31st March 2010 subject to the compliance of terms and conditions as mentioned in their letter.

The Company has Subsidiaries in India and Abroad. A statement containing brief financial details of these Companies for the year ended 31st March 2010 forms part of this Annual Report. The Annual Accounts of the Subsidiary Companies will be available for inspection by any investor at the Registered Office of the Company. The Annual Accounts of the Subsidiary Companies and the related detailed information will be made available to the investors of the Company seeking such information at any point of time.

12. INSURANCE:

The Company has taken adequate insurance coverage of all its Assets and Inventories against various calamities viz. fire, floods, earthquake, cyclone etc.

13. DEPOSITS:

The Company has not accepted deposits from the Public during the year under review, within the meaning of Section 58A of the Companies Act, 1956.

14. INDUSTRIAL RELATIONS:

Company has sustained its position as a law binding. All statutory compliances are maintained and excellent family bonding is reflected in its work culture. Company has always perceived the changing needs of its employees and being sensitive to it, have continuously fine tuned its policy and process to help employees to have a quality life and keep high morale in the organization. Company has continued regular interaction with the business and industrial fraternity through prestigious institutions like Confederation of Indian Industries (CII), Gujarat Chamber of Commerce and Industries (GCCI), Ahmedabad Management Association (AMA) and other recognized Associations and Institutes.

15. INTERNAL CONTROL AND AUDIT:

Company has a proper and adequate system of Internal Control commensurate with its size and the nature of its operations to ensure that all Assets are safeguarded and protected against loss from un-authorised use or disposition and those transactions are authorised, recorded and reported correctly.

During the year under review, Internal Audit of the Company has been carried out by a firm of Chartered Accountants.

16. CORPORATE GOVERNANCE:

In line with the Companys commitment to good Corporate Governance Practices, your Company has complied with all the mandatory provisions of Corporate Governance as prescribed in Clause 49 of the Listing Agreement with the Stock Exchanges.

A separate report on Corporate Governance and Practicing Company Secretaries Report thereon are included as a part of the Annual Report.

17. MANAGEMENT DISCUSSION AND ANALYSIS (MDA):

MDA covering details of operations, International markets, Research and Development, Opportunities and Threats etc. for the year under review is given as a separate statement, which forms part of this Annual Report.

18. DIRECTORS:

Mr. Rajendra S. Shah and Mr. Sanjay S. Majmudar, Directors of the Company retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

The Board recommends the re-appointments of Mr. Rajendra S. Shah and Mr. Sanjay S. Majmudar as Directors of the Company.

Pursuance to Clause 49 of the Listing Agreement, brief resumes of Mr. Rajendra S. Shah and Mr. Sanjay S. Majmudar, together with their expertise in specific functional areas and names of the other public Companies in which they hold office of a Director and / or the Chairman / Membership of Committees of the Board, is given in the Notice of the Annual General Meeting.

19. STATUTORY AUDITORS:

M/s. Talati & Talati, Chartered Accountants, the Companys Statutory Auditors will retire at the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

20. PARTICULARS OF EMPLOYEES:

The particulars of employees, as required under Section 217 (2A) of the Companies Act, 1956 are given as an Annexure-A to this report.

21. PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The additional information regarding conservation of energy, technology absorption and foreign exchange earnings and outgo, stipulated under Section 217 (1) (e) of the Companies Act, 1956 are given as an Annexure- B to this report.

22. DIRECTORS RESPONSIBILITY STATEMENT:

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

(i) in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed;

(ii) sound accounting policies have been selected and applied consistently and judgments and estimates made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year ended 31st March 2010 and the Profit and Loss Account for the year ended on that date;

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

(iv) the Annual Accounts have been prepared on a going concern basis.

23. GROUP FOR INTER-SE TRANSFER OF SHARES:

As required under Clause 3(e) of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeover) 1997, persons constituting "Group" (within the meaning as defined in the Monopolies and Restrictive Trade Practices Act, 1969) for the purpose of availing exemption from applicability of the provisions of Regulation 10 to 12 of the aforesaid SEBI Regulations are given in Annexure C, attached herewith and the said Annexure C forms part of this Annual Report.

24. ACKNOWLEDGEMENT:

Your Directors thank the Companys Customers, Vendors, Bankers, Auditors, Investors and Government bodies for their continued support during the year. Your Directors place on record their appreciation of the contributions made by employees at all levels. Your Companys consistent growth was made possible by their hard work, solidarity, co-operation and support.

For and on behalf of the Board,

Place: Ahmedabad (Rajendra S. Shah) Date : 29th May, 2010 Chairman

Disclaimer: This is 3rd Party content/feed, viewers are requested to use their discretion and conduct proper diligence before investing, GoodReturns does not take any liability on the genuineness and correctness of the information in this article