Directors Report of Alfred Herbert (India) Ltd.

Mar 31, 2019

DIRECTORS’ REPORT

The Directors have pleasure in presenting the Ninety-ninth Annual report together with the Audited Accounts of your Company for the year ended 31st march 2019.

FINANCIAL RESULTS

The financial results are as under:

	31st March	31st March
	2019	2018
	Rs.	Rs.
profit before tax and
Exceptional items	32,848,288	10,589, 247
Exceptional Items	-	-
provision for tax
(including deferred tax)	3,147,908	(1,300,388)
Excess tax provision written back	-	(7,739)
profit after tax	29,700,380	11,897,374
surplus from earlier years brought forward	147,279,438	140,639,012
Amount available for
appropriation	176,979,818	152,536,386
Appropriations: Dividend for 2017-18	1,928,573	1,542,858
Corporate Dividend tax for 2017-18 396,423		314,090
General Reserve	75,000,000	1,000,000
special Reserve	5,940,000	2,400,000
	83,264,996	5,256, 948
surplus carried to Balance sheet	93,714,822	147,279,438

CHANGE IN NATURE OF BUSINESS

There has been no change in the nature of business of the Company during the financial year 2018-19.

TRANSFER TO RESERVES

The Company has transferred Rs. 5,940,000/ to the special reserve Account and Rs. 75,000,000/- to the General reserve Account.

DIVIDEND

Your Directors take pleasure in recommending for approval the payment of Dividend of Rs. 2.50 (per share) for the year ended 31st march 2019.

FINANCIAL PERFORMANCE

The Company’s performance was satisfactory during the year, the Company’s gross income for the financial year ended 31st march 2019 stood at Rs.442.41 lakhs as against Rs.265.37 lakhs in 2017-18. profit before tax stood at Rs.328.48 lakhs in 201819 as against Rs. 105.89 lakhs profit before tax in 2017-18. profit after tax of the Company stood at Rs.297.00 lakhs. the performance of the Company’s non-current investments was also satisfactory.

The Company is developing its property in Kolkata where the work is progressing but with multiple sanctions involved with regard to the proposed project being a green building, incremental area was sanctioned by Kolkata municipal Corporation subject to the Company obtaining permission from the Archeological survey of india (Asi). the Company had even received a favorable Heritage impact Assessment Report from INTACH. however, the Archeological survey of india (Asi) did not grant permission for the construction of the incremental area on an additional floor, hence considerable time was lost in completing the building. however, the Company now hopes to complete the construction by early next year, the performance of the Company’s wholly owned subsidiary Alfred herbert limited continued to be disappointing. Despite supporting Alfred herbert limited significantly including providing significant financial support over the years, the Company did not performed to the expectation. lower selling prices due to aggressive competition coupled with sharp increases in input costs, a shift in the markets to radial tyre machinery and less than optimum productivity with high fixed costs had led to significant challenges. whilst the management team of Alfred herbert limited has taken significant steps to cut expenses, augment margins and productivity, more needs to be done to ensure that the Company returns to profitability at the earliest.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Pursuant to the provisions of the Companies Act, 2013, Mr A.v Lodha, Director, retires by rotation and being eligible, offers himself for re-appointment.

Mr. s s Jain and Mr. R C tapuriah were appointed as independent Directors of the Company for the second term commencing from April 1, 2019 upto March 31st 2024 by passing special resolution through postal ballot on April 1, 2019.

All independent Directors have given declaration that they meet the criteria of independence as laid down under section149(6) of the Companies Act, 2013 and Regulation 25 of seBI (listing obligations & Disclosure Requirements) Regulations, 2015.

Mr. v Matta was appointed as Chief Executive officer with effect from 1st May 2018 and Mrs. shobhana sethi was appointed as Chief financial officer & Company secretary with effect from 1 st May 2018.

SHARE CAPITAL

The paid -up equity share capital of the Company as on 31st March 2019 was Rs.77.14 lakhs. During the year under review, the Company has not issued shares with differential voting rights nor granted stock options nor sweat equity.

DEPOSITS

the Company had discontinued its fixed deposit scheme in the financial year 2000-2001.

EXTRACT OF ANNUAL RETURN

the details forming part of the extract of the Annual return in form MGT-9 as required under section 92 of the Companies Act, 2013, is marked as ‘Annexure -B’ which is annexed hereto and forms part of the Directors’ Report.

PARTICULARS OF LOANS, GUARANTEES OR iNVESTMENTS

The Provisions of Section 186 of the Companies Act, 2013 pertaining to Investments, Loans and Guarantees is not applicable to the Company since the Company is a Non-banking Financial Company.

STATUTORY AUDITORS

M/s. ALPS & Co. Chartered Accountants (Firm Registration No. FRN 313132E) existing Auditors of the Company were appointed for a period of 5 (five) years by the Members of the Company in the 97th Annual General Meeting held on 28th July 2017. By virtue of the amendment made in the Companies (Amendment) Act, 2017, the Company is not required to place before the Annual General Meeting the matter pertaining to ratification of appointment of Auditors.

AUDIT REPORT

There is no qualification, reservation or adverse remark or disclaimer made by the Auditor in his report and hence, no explanations or comments by the Board are required.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Priyanka Tibrewal, Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit is annexed herewith as “Annexure A “

CORPORATE GOVERNANCE

The Company has complied with the Corporate Governance code as stipulated under the Listing Agreement with the Stock Exchange. A separate section on Corporate Governance, along with Certificate from the Auditors confirming the compliance, is annexed and forms part of the Annual Report.

SUBSIDIARY COMPANIES

in accordance with the General Circular issued by the Ministry of Corporate Affairs, Government of india, the Balance Sheet, Statement of Profit & Loss and other documents of the Subsidiary Companies are not being attached with the Balance Sheet of the Company. However, the financial information of the Subsidiary Companies is disclosed in the Annual Report in compliance with the said circular. The consolidated financial statements presented by the Company include financial results of its Subsidiary Companies, Alfred Herbert Limited and Herbert Holdings Limited.

MEETINGS OF THE BOARD

During the year 5 meetings of the Board of Directors and 1 meeting of independent Directors were convened and held.

5 meetings of Audit Committee, 2 meetings of Stakeholders Relationship Committee and 2 meeting of Nomination and Remuneration Committee were also held, the details of which viz., dates and number of meetings attended by each director etc., are given in the Corporate Governance Report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.

BUSINESS RISK MANAGEMENT

The main identified risks at the Company are Commercial Risks, Financial Risks, Operational Risks and Legal & Regulatory Risks. Your Company has established a comprehensive Risk Management System to ensure that risk to the Company’s continued existence as a going concern and to its development are identified and addressed on timely basis. Risk Management strategy as approved by the Board of Directors is implemented by the Company Management

SECRETARIAL STANDARDS

The Company is in compliance of all applicable Secretarial Standards as specified by the institute of Company Secretaries of india.

MANAGERIAL REMUNERATION

During the year, the Company paid an aggregate sum of Rs. 14.07 lakhs to Key Managerial Personnel, Mr. V Matta, Chief Executive Officer and Mrs. Shobhana Sethi, Company Secretary & Chief Financial Officer.

VIGIL MECHANISM

Pursuant to the provisions of revised Regulation 22 of SEBi (Listing Obligations & Disclosure Requirements) Regulations, 2015 and Section 166 (9)&(10) of the Companies Act, 2013, the Company had established a Vigil Mechanism for Directors and Employees to report concerns of unethical behaviour, actual or suspected fraud or violation of the Company’s Code of Conduct. REMUNERATION POLIcY

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Regulation 4(f) and Regulation17 of SEBi (Listing Obligations & Disclosure Requirements) Regulations, 2015, 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.

INTERNAL FINANCIAL CONTROLS

Pursuant to Section 134(5) (e) of the Company’s Act, 2013, the Directors of the Company had laid down internal financial control policy assuring the orderly and efficient conduct of its business, including adherence to Company’s policies, the safe guarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the Accounting records and timely preparation of reliable financial information.

INTERNAL CONTROL SYSTEMS & THEIR ADEQUACY

The Company has an internal Control System commensurate with the size and scale of its operations.

RELATED PARTY TRANSACTIONS

All Related Party Transactions that were entered into during the financial year were in the ordinary course of business.

None of the Directors has any direct pecuniary relationships or transactions vis-a-vis the Company.

CORPORATE SOCIAL RESPONSIBILITY

The profit of the Company is less than the amount specified under section 135 of the Companies Act, 2013 and, thereby, provision of Corporate social Responsibilities and Obligations thereof are not applicable to the Company.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant material orders passed by the Regulators/ Courts which would impact the going concern status of the Company and its future operations.

PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE

The Company is not required to set up an Internal Complaints Committee as per the provisions of sexual Harassment of Women at Workplace (prevention, prohibition and Redressal) Act, 2013. The Company has not received any complaints during the year.

DIRECTORS’ RESPONSIBILITY STATEMENT

As stipulated in section 134(3) (C) of the Companies Act, 2013, your Directors subscribe to the “Directors’ Responsibility statement” and confirm as under:

a) that in the preparation of the annual financial statements for the year ended 31st march 2019, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) that such accounting policies as mentioned in Note No.1of the Notes to the financial statements have been selected and applied consistently and judgement and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st march 2019 and of the profit of the Company for the year ended on that date

c) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) that the annual financial statements have been prepared on a going concern basis;

e) that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively;

f) that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, RESEARCH AND DEVELOPMENT AND FOREIGN EXCHANGE EARNINGS AND OUTGO

There were no foreign exchange earnings and expenditure during the year. The other particulars relating to Conservation of Energy and Technology Absorption stipulated under section134(3M) of the Companies Act, 2013 read with Rule 8 of Companies (Accounts) Rules, 2014, are not applicable.

PERSONNEL

Your Directors wish to place on record their appreciation for the services rendered by the employees of the Company during the year.

On behalf of the Board

A. V. Lodha

Kolkata Chairman

Date: 24th May 2019 (DIN : 00036158)

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Mar 31, 2018

DIRECTORS'' REPORT

The Directors have pleasure in presenting the Ninety-eighth Annual Report together with the Audited Accounts of your Company for the year ended 31st March 2018.

FINANCIAL RESULTS

The Financial Results are as under:

	31st March		31st March
	2018		201 7
	Rs.		Rs.
Profit before Tax and
Exceptional items	10,589, 247		4,414,233
Exceptional Items	-		209,082,157
Provision for Tax
(including deferred tax)	(1,300,388)		44,819,792
Excess Tax provision written back	(7,739)		-
Profit after Tax	11,897,374		168,676, 598
Surplus from earlier years brought forward	140,639,012		46,150,020
Amount available for
appropriation	152,536,386		214,826,618
Appropriations: Dividend for 2016-17	1,542,858		-
Corporate Dividend Tax for 2016-17 314,090			-
General Reserve		1,000,000	40,437,606
Special Reserve		2,400,000	33,750,000
		5,256, 948	74.187,606
Surplus carried to Balance Sheet		147,279,438	140,639,012
		152,536, 386	214,826,618

DIVIDEND

Your Directors take pleasure in recommending for approval the payment of Dividend of Rs.2.50 (per share) for the year ended 31st March 2018.

FINANCIAL PERFORMANCE

The Company''s performance was satisfactory during the year. The Company''s gross income for the financial year ended 31st March 2018 stood at Rs.265.37 lakhs as against Rs.206.69 lakhs in 2016-17. Profit before tax stood at Rs. 105.89 lakhs in 2017-18.as against Rs. 44.14 lakhs profit before tax and exceptional items in 2016-17. Profit after tax of the Company stood at Rs.118.97 lakhs. The performance of the Company''s non-current investments was also satisfactory.

The Company is developing its property in Kolkata where the work is progressing but with multiple sanctions involved with regard to the sanctions of some incremental area in the said project on account of the proposed project being a green building the completion of the building has been delayed and should be completed in another 15-18 months from the time all sanctions are received.

The performance of the Company''s wholly owned subsidiary Alfred Herbert Limited was disappointing and unsatisfactory. Despite supporting Alfred Herbert Limited significantly including providing significant financial support over the years in the form of loans the Company performed poorly. Lower selling prices due to aggressive competition coupled with sharp increases in input costs, a shift in the markets to radial tyre machinery and less than optimum productivity with high fixed costs have

led to significant challenges necessitating a deep review and examination of the way forward. Given this, in compliance with the prudential guidelines issued by the Reserve Bank of India a provision of 10% of the total amount outstanding was made during the year.

DIRECTORS

Pursuant to the provisions of the Companies Act, 2013, Mr. H.V Lodha, Director, retires by rotation and being eligible, offers himself for re-appointment.

All Independent Directors have given declaration that they meet the criteria of independence as laid down under Section149(6) of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. SHARE CAPITAL

The paid -up equity share capital of the Company as on 31st March 2018 was Rs.77.14 lakhs. During the year under review, the Company has not issued shares with differential voting rights nor granted stock options nor sweat equity.

DEPOSITS

The Company had discontinued its fixed deposit scheme in the financial year 2000-2001.

PARTICULARS Of LOANS, GUARANTEES OR Investments

The Provisions of Section 186 of the Companies Act, 2013 pertaining to Investments, Loans and Guarantees is not applicable to the Company since the Company is a Non-banking Financial Company.

statutory auditors

M/s. ALPS & Co. Chartered Accountants (Firm Registration No. FRN 313132E ) existing Auditors of the Company were appointed for a period of 5(five) years by the Members of the Company in the 97th Annual General Meeting held on 28th July 2017. By virtue of the amendment made in the Companies (Amendment) Act, 2017, the Company is not required to place before the Annual General Meeting the matter pertaining to ratification of appointment of Auditors.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Messrs Priyanka Tibrewal, Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit is annexed herewith as "Annexure A " CORPORATE GOVERNANCE

The Company has complied with the Corporate Governance code as stipulated under the Listing Agreement with the Stock Exchange. A separate section on Corporate Governance, along with Certificate from the Auditors confirming the compliance, is annexed and forms part of the Annual Report.

SUBSIDIARY COMPANIES

In accordance with the General Circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Statement of Profit & Loss and other documents of the Subsidiary Companies are not being attached with the Balance Sheet of the Company. However, the financial information of the Subsidiary Companies is disclosed in the Annual Report in compliance with the said circular. The consolidated financial statements presented by the Company include financial results of its Subsidiary Companies, Alfred Herbert Limited and Herbert Holdings Limited.

MEETINGS OF THE BOARD

During the year 4 meetings of the Board of Directors and 1 meeting of Independent Directors were convened and held. 4 meetings of Audit Committee, 2 meetings of stakeholders Relationship Committee and 1 meeting of Nomination and Remuneration Committee were also held, the details of which are given in the Corporate Governance Report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.

BUSINESS RISK MANAGEMENT

The main identified risks at the Company are Commercial Risks, Financial Risks, Operational Risks and Legal & Regulatory Risks. Your Company has established a comprehensive Risk Management system to ensure that risk to the Company''s continued existence as a going concern and to its development are identified and addressed on timely basis. Risk Management strategy as approved by the Board of Directors is implemented by the Company Management.

MANAGERIAL REMUNERATION

During the year, the Company paid an aggregate sum of Rs. 17.08 lakhs to Key Managerial Personnel, Mr. R Radhakrishnan, Chief Executive Officer and Company secretary (from April 2017 to October 2017) and Mr. V Matta, Chief Financial Officer. MANAGERIAL PERSONNEL

Mr. R. Radhakrishnan resigned as Chief Executive Officer and Company secretary with effect from 2nd November 2017. Mr. V Matta, was appointed as Chief Executive Officer with effect from 1st May 2018 and Mrs. shobhana sethi was appointed as Chief Financial Officer & Company secretary with effect from 1 st May 2018.

VIGIL MECHANISM

Pursuant to the provisions of revised Regulation 22 of sEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and section 166 (9)&(10) of the Companies Act, 2013, the Company had established a Vigil Mechanism for Directors and Employees to report concerns of unethical behavior, actual or suspected fraud or violation of the Company''s Code of Conduct.

REMUNERATION POLICY

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, senior Management and their remuneration.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Regulation 4(f) and Regulation17 of sEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, 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.

INTERNAL FINANCIAL CONTROLS

Pursuant to section 134(5) (e) of the Company''s Act, 2013, the Directors of the Company had laid down internal financial control policy assuring the orderly and efficient conduct of its business, including adherence to Company''s policies, the safe guarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the Accounting records and timely preparation of reliable financial information.

INTERNAL CONTROL SYSTEMS & THEIR ADEQUACY

The Company has an Internal Control system commensurate with the size and scale of its operations.

RELATED PARTY TRANSACTIONS

All Related Party Transactions that were entered into during the financial year were in the ordinary course of business. None of the Directors has any direct pecuniary relationships or transactions vis-a-vis the Company.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant material orders passed by the Regulators/ Courts which would impact the going concern status of the Company and its future operations.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the annual return in Form No. MGT- 9 is annexed herewith as "Annexure B".

directors'' responsibility statement

As stipulated in section 134(3) (C) of the Companies Act, 2013, your Directors subscribe to the "Directors'' Responsibility statement" and confirm as under:

a) that in the preparation of the annual financial statements for the year ended 31st March 2018, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) that such accounting policies as mentioned in Note No.1of the Notes to the Financial statements have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March 2018 and of the profit of the Company for the year ended on that date

c) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) that the annual financial statements have been prepared on a going concern basis;

e) that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively;

f) that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, RESEARCH AND DEVELOPMENT AND FOREIGN EXCHANGE EARNINGS AND OUTGO

There were no foreign exchange earnings and expenditure during the year. The other particulars relating to Conservation of Energy and Technology Absorption stipulated under section134(3M) of the Companies Act, 2013 read with Rule 8 of Companies (Accounts) Rules, 2014, are not applicable.

PERSONNEL

Your Directors wish to place on record their appreciation for the services rendered by the employees of the Company during the year.

On behalf of the Board

A. V. Lodha

Kolkata CHAIRMAN

Date: 30th May 2018 (DIN : 00036158)

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Mar 31, 2017

The Directors have pleasure in presenting the Ninety-seventh Annual Report together with the Audited Accounts of your Company for the year ended 31st march 2017.

FINANCIAL RESULTS

The Financial Results are as under:

	31st March 2017 Rs.	31st March 2016 Rs.
profit before Tax and
Exceptional items	4,414,233	8,408,146
Exceptional items	209,082,157	-
provision for Tax
(including deferred tax)	44,819,792	261,758
Excess Tax provision
written back	-	(2,321,510)
profit after Tax	168,676, 598	10,467,898
Surplus from earlier years
brought forward	46,150,020	40,439,070
Amount available for
appropriation	214,826,618	50,906,968
Appropriations:
proposed Dividend	-	1,542,858
Corporate Dividend Tax	-	314,090
General Reserve	40,437,606	800,000
Special Reserve	33,750,000	21,000,000
	74,187,606	4,756,948
Surplus carried to
Balance Sheet	140,639,012	46,150,020
	214,826,618	50,906,968

DIVIDEND - -

Your Directors take pleasure in recommending for approval the payment of Dividend of Rs. 2/- (per share) for the year ended 31st march 2017.

FINANCIAL PERFORMANCE

The Company''s gross income (before exceptional items) for the financial year ended 31st march 2017 stood at Rs.206.73 lakhs as against Rs.200.71 lakhs in 2015-16. profit before tax and after Exceptional Items stood at Rs.2134.96 lakhs in 2016-17. profit after tax of the Company stood at Rs. 1686.77 lakhs as against Rs.104.68 lakhs in 2015-16.

A portion of land at Bangalore along with structure thereon has been acquired by Karnataka industrial Area Development Board (KiADB) for the purpose of metro Rail project undertaken by the Government and compensation of Rs.2091.32 lakhs has been received against the said acquisition. profit arising in this respect has been disclosed as Exceptional items in the Statement of profit and Loss.

The performance of the Company''s wholly owned subsidiary Alfred Herbert Limited during the year was disappointing and did not perform satisfactorily due to poor demand in the Tyre industry and sluggish market environment and customers continued to delay taking deliveries which had an impact on the Working Capital of the Company. Significant efforts are being made to focus on restructuring the product mix to enhance margins, restructuring production facilities and aggressively cutting costs to try and improve the financial performance and parameters. Attempts are also being made to add to the range of products including commencing supplies to the Railways.

DIRECTORS

pursuant to the provisions of the Companies Act, 2013, Mrs. Simika Lodha, Director, retires by rotation and being eligible, offers herself for re-appointment.

Mr. S Bhandari, independent Non-Executive Director expired on 4th January 2017. The Board expressed its deep sorrow and regret and recorded its appreciation of the valuable support, guidance and contribution extended by Mr. S Bhandari, to the Company during his many years as a valued member Mrs. Alka Bhandari, has been appointed as Additional Director, (independent) with effect from 27th February 2017 to hold office up to the date of the forthcoming Annual General Meeting. A Notice from a member U/s. 160 of the Companies Act, has been received signifying intention to propose her candidature as a Director. Your Directors recommend her re-appointment subject to approval of Shareholders at the forthcoming Annual General Meeting of the Company.

All independent Directors have given declaration that they meet the criteria of independence as laid down under Section149(6) of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

SHARE CAPITAL

The paid -up equity share capital of the Company as on 31st March 2017 was Rs.77.14 lakhs. During the year under review, the Company has not issued shares with differential voting rights nor granted stock options nor sweat equity.

DEPOSITS

The Company had discontinued its fixed deposit scheme in the financial year 2000-2001.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The provisions of Section 186 of the Companies Act, 2013 pertaining to investments, Loans and Guarantees is not applicable to the Company since the Company is a Non-banking Financial Company.

STATUTORY AUDITORS

M/s. Ray & Ray, Chartered Accountants, Statutory Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting and have completed their remaining term as prescribed under Section 139 of the Companies Act, 2013 and the rules made there under.

The Board proposed the appointment of M/s. ALpS & Co., Chartered Accountants, (Firm''s Registration No. 313132E ) as the Statutory Auditors of the Company. Your Company has received letter from M/s. ALpS & Co., Chartered Accountants, expressing their willingness to be appointed and to the effect that their appointment, if made, would be within the prescribed limits under Section 141 (3)(g) of the Companies Act, 2013 and that they are not disqualified for appointment.

SECRETARIAL AUDIT

pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial personnel) Rules, 2014, the Company has appointed Messrs priyanka Lohia, Company Secretaries in practice to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit is annexed herewith as "Annexure A "

CORPORATE GOVERNANCE

The Company has complied with the Corporate Governance code as stipulated under the Listing Agreement with the Stock Exchange. A separate section on Corporate Governance, along with Certificate from the Auditors confirming the compliance, is annexed and forms part of the Annual Report.

SUBSIDIARY COMPANIES

In accordance with the General Circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Statement of Profit & Loss and other documents of the Subsidiary Companies are not being attached with the Balance Sheet of the Company. However, the financial information of the Subsidiary Companies is disclosed in the Annual Report in compliance with the said circular. The consolidated financial statements presented by the Company include financial results of its Subsidiary Companies, Alfred Herbert Limited and Herbert Holdings Limited.

MEETINGS OF THE BOARD

During the year 4 meetings of the Board of Directors and 1 meeting of Independent Directors were convened and held. Also 4 meetings of Audit Committee, 2 meetings of Stakeholders Relationship Committee and 1 meeting of Nomination and Remuneration Committee were held, the details of which are given in the Corporate Governance Report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.

BUSINESS RISK MANAGEMENT

The main identified risks at the Company are Commercial Risks, Financial Risks, Operational Risks and Legal & Regulatory Risks. Your Company has established a comprehensive Risk Management System to ensure that risk to the Company''s continued existence as a going concern and to its development are identified and addressed on timely basis. Risk Management strategy as approved by the Board of Directors is implemented by the Company Management.

managerial remuneration

During the year, the Company paid an aggregate sum of Rs.20.98 lakhs to Key Managerial Personnel, Mr. R Radhakrishnan, Chief Executive Officer, Mr. A K Basu, Chief Financial Officer ( from April 2016 to June 2016) and Mr. V Matta, Chief Financial Officer( from July 2016 to March 2017).

KEY MANAGERIAL PERSONNEL

Mr. A K Basu resigned as Chief Financial Officer with effect from 1st June 2016. Mr. V Matta was appointed as Chief Financial Officer with effect from 1st June 2016

VIGIL MECHANISM

Pursuant to the provisions of revised Regulation 22 of SEBI (Listing Obligations & Disclosure Requirements) Regulations,

2015 and Section 166 (9)&(10) of the Companies Act, 2013, the Company had established a Vigil Mechanism for Directors and Employees to report concerns of unethical behaviour, actual or suspected fraud or violation of the Company''s Code of Conduct.

REMUNERATION POLICY

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Regulation 4(f) and Regulation17 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, 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.

INTERNAL FINANCIAL CONTROLS

Pursuant to Section 134(5) (e) of the Company''s Act, 2013, the Directors of the Company had laid down internal financial control policy assuring the orderly and efficient conduct of its business, including adherence to Company''s policies, the safe guarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the Accounting records and timely preparation of reliable financial information.

INTERNAL CONTROL SYSTEMS & THEIR ADEQUACY

The Company has an Internal Control System commensurate with the size and scale of its operations.

related party transactions

All Related Party Transactions that were entered into during the financial year were in the ordinary course of business. None of the Directors has any direct pecuniary relationships or transactions vis-a-vis the Company.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant material orders passed by the Regulators/ Courts which would impact the going concern status of the Company and its future operations.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the annual return in Form No. MGT- 9 is annexed herewith as "Annexure B".

DIRECTORS'' RESPONSIBILITY STATEMENT

As stipulated in Section 134(3) (C) of the Companies Act, 2013, your Directors subscribe to the "Directors'' Responsibility Statement" and confirm as under:

a) that in the preparation of the annual financial statements for the year ended 31st March 2017, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) that such accounting policies as mentioned in Note No.1of the Notes to the Financial Statements have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31 st March 2017 and of the profit of the Company for the year ended on that date

c) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) that the annual financial statements have been prepared on a going concern basis;

e) that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively;

f) that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

particulars regarding conservation of energy, technology absorption, research and development

AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars regarding foreign exchange earnings and expenditure appear as Annexure to Schedule at item No. 13 in the Notes to the Accounts. The other particulars relating to Conservation of Energy and Technology Absorption stipulated under Section134(3M) of the Companies Act, 2013 read with Rule 8 of Companies (Accounts) Rules, 2014, are not applicable.

PERSONNEL

Your Directors wish to place on record their appreciation for the services rendered by the employees of the Company during the year.

On behalf of the Board

Kolkata A. V. Lodha

Date: 19th May 2017 CHAIRMAN

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Mar 31, 2016

DIRECTORS''REPORT

The Directors have pleasure in presenting the Ninety-sixth Annual Report together with the Audited Accounts of your Company for the year ended 31st March 2016.

FINANCIAL RESULTS

The Financial Results are as under:

	31st March	31st March
	2016	2015
	Rs.	Rs.
Profit before Tax	8,408,146	8,167,651
Provision for Tax
(including deferred tax)	261,758	237,113
Excess Tax provision	(2,321,510)	(2,809)
written back
Profit after Tax	10,467,898	7,933,347
Surplus from earlier
years brought forward	40,439,070	36,497,790
Amount available for
appropriation	50,906,968	44,431,137
Appropriations:
Proposed Dividend	1,542,858	1,542,858
Corporate Dividend Tax	314,090	262,209
General Reserve	800,000	600,000
Special Reserve	21,000,000	1,587,000
	4,756,948	3,992,067
Surplus carried to
Balance Sheet	46,150,020	40,439,070
	50,906,968	44,431,137

DIVIDEND

Your Directors take pleasure in recommending for approval the payment of Dividend of Rs. 2/- (per share) for the year ended 31st March 2016.

FINANCIAL PERFORMANCE

The Company''s gross income for the financial year ended 31st March 2016 stood at Rs.200.71 lacs as against Rs.201.27 lacs in 2014-15. Profit before tax of the Company stood at Rs.84.08 lacs as against Rs.81.68 lacs in 2014-15.

Profit after tax of the Company stood at Rs.104.68 lacs against Rs.79.33 lacs in 2014-15.

There was a marginal improvement in the performance of the Company''s wholly owned subsidiary, Alfred Herbert Limited during the year and the Company made a profit before tax of Rs.18.39 lacs as against a loss of Rs.210.63 lacs in 2014-15. This was achieved despite poor demand in the capital intensive industry and the sluggish demand in the tyre industry. Customers continue to delay taking deliveries on time which have had made an adverse impact on the working capital of the Company. Alfred Herbert Limited is attempting to diversify its product mix and has installed a new machine to optimize a new CNC Machine to optimize its production facilities.

DIRECTORS

Pursuant to the provisions of the Companies Act, 2013, Mr. A V Lodha, Director, retires by rotation and being eligible, offers himself for re-appointment.

All Independent Directors have given declaration that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. SHARECAPITAL

The paid -up equity share capital of the Company as on 31st March 2016 was Rs.77.14 lacs. During the year under review, the Company has not issued shares with differential voting rights nor granted stock options nor sweat equity.

DEPOSITS

The Company had discontinued its fixed deposit scheme in the financial year 2000-2001.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has not taken or given any loans or given loans and investments covered under the provisions of Section 186 of the Companies Act,2013.

During the year, the Company has provided a Corporate Guarantee to a Bank at Bangalore for advancing Working Capital facilities to its wholly owned subsidiary, Alfred Herbert Limited. STATUTORYAUDITORS

M/s. Ray & Ray, Chartered Accountants, will retire at the Annual General Meeting and they have given their consent to be reappointed for the current year.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Messrs Priyanka Lohia, Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit is annexed herewith as “Annexure A"

CORPORATE GOVERNANCE

The Company has complied with the Corporate Governance code as stipulated under the Listing Agreement with the Stock Exchange. A separate section on Corporate Governance, along with Certificate from the Auditors confirming the compliance, is annexed and forms part of theAnnual Report.

SUBSIDIARYCOMPANIES

In accordance with the General Circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Statement of Profit & Loss and other documents of the Subsidiary Companies are not being attached with the Balance Sheet of the Company. However, the financial information of the Subsidiary Companies is disclosed in the Annual Report in compliance with the said circular. The consolidated financial statements presented by the Company include financial results of its Subsidiary Companies, Alfred Herbert Limited and Herbert Holdings Limited.

MEETINGS OF THEBOARD

During the year 5 meetings of the Board of Directors and 1 meeting of Independent Directors were convened and held. Also 4 meetings of AuditCommittee, and 2 meetings of Stakeholders Relationship Committee were held, the details of which are given in the Corporate Governance Report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013. BUSINESS RISK MANAGEMENT

The main identified risks at the Company are Commercial Risks, Financial Risks, Operational Risks and Legal & Regulatory Risks. Your Company has established a comprehensive Risk Management System to ensure that risk to the Company''s continued existence as a going concern and to its development are identified and addressed on timely basis. Risk Management strategy as approved by the Board of Directors is implemented by the Company Management.

MANAGERIAL REMUNERATION

During the year, the Company paid an aggregate sum of Rs.16.35 lacs to Key Managerial Personnel, Mr. R Radhakrishnan (CEO) and Mr. A K Basu (CFO).

VIGILMECHANISM

Pursuant to the provisions of revised Regulation 22 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and Section 166 (9)&(10) of the Companies Act, 2013, the Company had established a Vigil Mechanism for Directors and Employees to report concerns of unethical behavior, actual or suspected fraud or violation of the Company''s Code of Conduct.

REMUNERATION POLICY

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Regulation 4(f) and Regulation17 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, 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.

INTERNAL FINANCIAL CONTROLS

Pursuant to Section 134(5) (e) of the Company''s Act, 2013, the Directors of the Company had laid down internal financial control policy assuring the orderly and efficient conduct of its business, including adherence to Company''s policies, the safe guarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the Accounting records and timely preparation of reliable financial information.

INTERNAL CONTROL SYSTEMS & THEIR ADEQUACY

The Company has an Internal Control System commensurate with the size and scale of its operations.

RELATED PARTY TRANSACTIONS

All Related Party Transactions that were entered into during the financial year were in the ordinary course of business. None of the Directors has any direct pecuniary relationships or transactions vis-a-vis the Company.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant material orders passed by the Regulators/Courts which would impact the going concern status of the Company and its future operations.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the annual return in Form No. MGT- 9 is annexed herewith as "Annexure B".

DIRECTORS'' RESPONSIBILITY STATEMENT

As stipulated in Section 134(3) (C) of the Companies Act, 2013, your Directors subscribe to the “Directors'' Responsibility Statement “and confirm as under:

a) that in the preparation of the annual financial statements for the year ended 31st March 2016, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) that such accounting policies as mentioned in Note No. 1 of the Notes to the Financial Statements have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and Fairview of the state of affairs of the Company as at 31st March 2016 and of the profit of the Company for the year ended on that date

c) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) that the annual financial statements have been prepared on a going concern basis;

e) that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively;

f) that systems to ensure compliance with the provisions ofall applicable laws were in place and were adequate and operating effectively.

PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, RESEARCH AND DEVELOPMENT AND FOREIGN EXCHANGE EARNINGS AND OUTGO The particulars regarding foreign exchange earnings and expenditure appear as Annexure to Schedule at item No. 13in the Notes to the Accounts. The other particulars relating to Conservation of Energy and Technology Absorption stipulated under Section134(3M)of the Companies Act, 2013 read with Rule 8 of Companies (Accounts) Rules, 2014,are not applicable.

PERSONNEL

Your Directors wish to place on record their appreciation for the services rendered by the employees of the Company during the year.

On behalf of the Board

Kolkata A.V.Lodha

Date: 26thMay2016 CHAIRMAN

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Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the Ninety-fifth Annual Report together with the Audited Accounts of your Company for the year ended 31st March 2015.

FINANCIAL RESULTS

The Financial Results are as under:

31st March 31st March 2015 2014 Rs. Rs. profit before Tax 8,167,651 11,051,309

provision for Tax (including deferred tax) 234,304 338,546

profit after Tax 7,933,347 10,712,763

surplus from earlier years brought forward 36,497,790 30,543,094

Amount available for appropriation 44,431,137 41,255,857

Appropriations:

proposed Dividend 1,542,858 1,542,858

Corporate Dividend tax 262,209 262,209

General Reserve 600,000 810,000

special Reserve 1,587,000 2,143,000 3,992,067 4,758,067

surplus carried to Balance sheet 40,439,070 36,497,790 44,431,137 41,255,857

dividend

Your Directors take pleasure in recommending for approval the payment of Dividend of Rs. 2/- (per share) for the year ended 31st March 2015.

FINANCIAL PERFORMANCE

The Company''s gross income for the financial year ended 31st March 2015 stood at Rs.201.27 lacs as against Rs.230 lacs in 2013-14. profit before tax of the Company stood at Rs.81.68 lacs as against Rs.110.51 lacs in 2013-14. The Company''s wholly owned subsidiary, Alfred Herbert Limited did not perform satisfactorily during the year due to poor demand, surplus of capacity due to the poor economic environment, delays caused by customers in not taking deliveries of machines ordered during the year etc. Given the sustained and growing volatility in economic conditions, comprehensive action is being attempted to realign Alfred Herbert Limited''s business plan to allow for much greater flexibility and lower fixed costs. Attempts are also being made to change the product mix with a greater focus on developing new sizes and technology, upgrading existing machineries for external agencies. Your Directors hope that these measures would result in better performance in the year ahead.

DIRECTORS

pursuant to the provisions of the Companies Act, 2013, MR. H v Lodha, Director, retires by rotation and being eligible, offers himself for re-appointment.

Mrs. simika Lodha - Non-independent woman Director has been appointed as an Additional Director with effect from 30th March 2015 to hold office upto the date of the forthcoming Annual General Meeting. a Notice from a member u/s. 160 of the Companies Act, has been received signifying intention to propose her candidature as a Director. Your Directors recommend her re-appointment subject to approval of shareholders at the forthcoming Annual General Meeting of the Company.

All independent Directors have given declaration 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.

SHARE CAPITAL

the paid-up equity share capital of the Company as on 31st march 2015 was Rs.77.14 lacs. During the year under review, the Company has not issued shares with differential voting rights nor granted stock options nor sweat equity.

DEPOSITS

the Company had discontinued its fixed deposit scheme in the financial year 2000-2001.

PARTICULARS Of LOANS, GUARANTEES OR Investments

the Company has not taken or given any loans, guarantees and investments covered under the provisions of section 186 of the Companies Act, 2013.

STATUTORY AUDITORS

M/s. Ray & Ray, Chartered Accountants, will retire at the Annual General meeting and they have given their consent to be re-appointed for the current year.

SECRETARIAL AUDIT

pursuant to the provisions of section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial personnel) Rules, 2014, the Company has appointed Messrs priyanka Lohia, Company secretaries in practice to undertake the secretarial Audit of the Company, The Report of the secretarial Audit is annexed herewith as "Annexure A ".

CORPORATE Governance

The Company has complied with the Corporate Governance code as stipulated under the Listing Agreement with the stock Exchange. A separate section on Corporate Governance, along with Certificate from the Auditors confirming the compliance, is annexed and forms part of the Annual Report.

subsidiary Companies

in accordance with the General Circular issued by the Ministry of Corporate Affairs, Government of india, the Balance sheet, statement of profit & Loss and other documents of the subsidiary Companies are not being attached with the Balance sheet of the Company. However, the financial information of the subsidiary Companies is disclosed in the Annual Report in compliance with the said circular. The said 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, Alfred Herbert Limited and Herbert Holdings Limited.

MEETINGS

During the year 4 meetings of the Board of Directors and 1 meeting of independent Directors were convened and held. Also 4 meetings of Audit Committee, 2 meetings of Nomination & Remuneration Committee and 2 meetings of stakeholders Relationship Committee were held, the details of which are given in the Corporate Governance Report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.

BUSINESS RISK MANAGEMENT

The main identified risks at the Company are Commercial Risks, Financial Risks, operational Risks and Legal & Regulatory Risks. Your Company has established a comprehensive Risk Management system to ensure that risk to the Company''s continued existence as a going concern and to its development are identified and addressed on timely basis. Risk Management strategy as approved by the Board of Directors is implemented by the Company Management.

MANAGERIAL REMUNERATION

During the year, the Company paid an aggregate sum of

Rs.9.53 lacs to Key Managerial personnel, Mr, R Radhakrishnan (CEo) and Mr. A K Basu (CFO).

VIGIL MECHANISM

Pursuant to the provisions of revised Clause 49 of the Listing Agreement and Section 166 (9)&(10) of the Companies Act, 2013, the Company had established a Vigil Mechanism for Directors and Employees to report concerns of unethical behaviour, actual or suspected fraud or violation of the Company''s Code of Conduct.

REMUNERATION POLICY

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration.

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.

INTERNAL CONTROL SYSTEMS & THEIR ADEQUACY

The Company has an internal Control System commensurate with the size and scale of its operations.

Related party Transactions

All Related Party Transactions that were entered into during the financial year were in the ordinary course of business. None of the Directors has any pecuniary relationships or transactions vis-a-vis the Company.

significant & MATERIAL ORDERS PASSED BY THE Regulators OR COURTS

There are no significant material orders passed by the regulators/ Courts which would impact the going concern status of the Company and its future operations.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the annual return in Form No. MGT- 9 is annexed herewith as "Annexure B".

DIRECTORS'' Responsibility STATEMENT

As stipulated in Section 134(3) (C) of the Companies Act, 2013, your Directors subscribe to the "Directors'' responsibility Statement" and confirm as under:

a) that in the preparation of the annual financial statements for the year ended 31st March 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) that such accounting policies as mentioned in Note No.1of the Notes to the Financial Statements have been selected and applied consistently and judgement and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March 2015 and of the profit of the Company for the year ended on that date

c) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) that the annual financial statements have been prepared on a going concern basis;

e) that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively;

f) that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, RESEARCH AND DEVELOPMENT AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars regarding foreign exchange earnings and expenditure appear as Annexure to Schedule at item No.14&15 in the Notes to the Accounts. The other particulars relating to Conservation of Energy and Technology Absorption stipulated under Section134(3M)of the Companies Act, 2013 read with rule 8 of Companies (Accounts) rules, 2014, are not applicable.

PERSONNEL

Your Directors wish to place on record their appreciation for the services rendered by the employees of the Company during the year.

PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) rules, 2014 in respect of employees of the Company, will be provided upon request.

on behalf of the Board Kolkata A V Lodha Date: 18th May 2015 Chairman

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Mar 31, 2013

The Directors have pleasure in presenting the Ninety- third Annual Report together with the Audited Accounts of your Company for the year ended 31st March 2013.

FINANCIAL RESULTS

The Financial Results are as under : 31st March 31st March 2013 2012 Rs. Rs.

Profit before Tax 23,892,126 9,283,283

Provision for Tax (including deferred tax) 191,184 188,954

Profit after Tax 23,700,942 9,094,329

Surplus from earlier years

brought forward 15,178,308 10,396,135

Amount available for

appropriation 38,879,250 19,490,464

Appropriations:

Proposed Dividend 1,542,858 1,542,858

Corporate Dividend Tax 250,298 250,298

General Reserve 1,800,000 700,000

Special Reserve 4,743,000 1,819,000

8,336,156 4,312,156

Surplus carried to 30,543,094 15,178,308

Balance Sheet

38,879,250 19,490,464



DIVIDEND

Your Directors take pleasure in recommending for approval the payment of Dividend of Rs. 2/-(per share) for the year ended 31st March 2013.

FINANCIAL PERFORMANCE

The Company''s gross income for the financial year ended 31st March 2013 stood at Rs.215.47 lacs as against Rs.188.74 lacs in 2011-12. Profit before tax of the Company stood at Rs.238.92 lacs as against Rs.92.83 lacs in 2011-12.

Considering the overall economic scenario, the performance of the Company was quite satisfactory. The Company had deployed its surplus funds in long term investments which have performed well and should help maximise returns and further consolidate its performance in future. The Company has undertaken to develop its property in Kolkata which should hopefully further consolidate its performance in the coming years.

The Company''s wholly owned subsidiary Alfred Herbert Limited did not perform well during the year due to significant challenges faced by the slow down of the Indian economy compounded by delays in customers taking delivery of machinery ordered. Full efforts are being made to improve its performance in the current year which would largely depend on the economic environment and growth opportunities.

DIRECTORS

Mr. S S Jain, Director, and Mr. S Bhandari, Director, retire by rotation and being eligible, offer themselves for re- appointment.

AUDITORS

M/s. Ray & Ray, Chartered Accountants, will retire at the Annual General Meeting and they have given their consent to be re-appointed for the current year.

CORPORATE GOVERNANCE

The Company has complied with the Corporate Governance code as stipulated under the Listing Agreement with the Stock Exchanges. A separate section on Corporate Governance, along with Certificate from the Auditors confirming the compliance, is annexed and forms part of the Annual Report.

SUBSIDIARY COMPANIES

As required under Section 212 of the Companies Act, 1956, the audited statement of accounts along with Report of the Board of Directors and Auditors Report of your Company''s subsidiaries, namely, Alfred Herbert Limited and Herbert Holdings Limited are annexed to this Report.

CONSOLIDATED FINANCIAL STATEMENTS

The Directors also present the consolidated financial statements duly incorporating the financial statements of the subsidiaries Alfred Herbert Limited and Herbert Holdings Limited.

DIRECTORS'' RESPONSIBILITY STATEMENT

As stipulated in Section 217(2AA) of the Companies Act, 1956, your Directors subscribe to the "Directors'' Responsibility Statement" and confirm as under:

i) that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii) that 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 or loss of the Company for that period;

iii) that 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) that the Directors have prepared the annual accounts on a going concern basis.

PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, RESEARCH AND DEVELOPMENT AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars regarding foreign exchange earnings and expenditure appear as Annexure to Schedule at item No. 13 in the Notes to the Accounts. The other particulars relating to Conservation of Energy and Technology Absorption stipulated in the Companies (Disclosures of Particulars in the Report of the Board of Directors) Rules, 1988 are not applicable.

PERSONNEL

Your Directors wish to place on record their appreciation for the services rendered by the employees of the Company during the year.

COMPLIANCE CERTIFICATE UNDER COMPANIES ACT, 1956

A certificate issued by M/s. A J & Associates, Company Secretaries, in terms of the provisions of Section 383A of the Companies Act, 1956, to the effect that the Company has complied with the applicable provisions of the said Act is attached to this Report.

PARTICULARS OF EMPLOYEES

The Company has no employee in the category specified under Section 217(2A) of the Companies Act, 1956.

Your Directors place on record their appreciation for the support received from the shareholders.

On behalf of the Board

H. V. Lodha

Kolkata R. C. Tapuriah

Date : 24th May, 2013 Directors

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Mar 31, 2012

The Directors have pleasure in presenting the Ninety- second Annual Report together with the Audited Accounts of your Company for the year ended 31st March 2012.

FINANCIAL RESULTS

The Financial Results are as under:

31st March 2012 31st March 2011 Rs. in '000 Rs. in '000

Profit before Tax 9,283.28 4.990.32

Provision for Tax Oncl. Deferral Tax) 188.95 189.54

Profit after Tax 9,094.33 4.800.78

Surplus from earlier years brought forward 10,396.13 9,138.20

Amount available for appropriation 19,490.46 13.938.98

Appropriations : Proposed Dividend 1,542.85 1.542.85

Corporate Dividend Tax 250.30 -

General Reserve 700.00 1.000.00

Special Reserve 1,819.00 1.000.00

4,312.15 3.542.85

Surplus carried to Balance Sheet 15,178.31 10.396.13

19,490.46 13.938.98

DIVIDEND

Your Directors take pleasure in recommending for approval the payment of Dividend of Rs. 2/- (per share) for the year ended 31st March 2012.

FINANCIAL PERFORMANCE

The Company's gross income for the financial year ended 31st March 2012 stood at Rs.188.74 lacs as against Rs.167.39 lacs in 2010-11. Profit before tax of the Company stood at Rs. 92.83 lacs as against Rs.49.90 lacs in 2010-11.

The performance of the Company showed a marked improvement and was quite satisfactory during the year. The Division has deployed a part of its surplus funds in making long term investments which should help maximise returns and thus create various opporl unities for better utilisation and increase its income significantly in future.

The Company's wholly owned subsidiary Alfred Herbert Limited did not perform satisfactorily during the year due to significant challenges faced by the delay caused by customers in taking delivery of machines during the year in view of the economic environment. Efforts are being made to enhance its performance in the current year subject to improvement in the overall economic environment and investment climate.

DIRECTORS

Mr. H V Lodha. Director, and Mr. R C Tapuriah. Director. retire by rotation and being eligible, offer themselves for re- appointment.

AUDITORS

M/s. Ray & Ray. Chartered Accountants, will retire at the Annual General Meeting and they have given their consent to be re-appointed for the current year.

CORPORATE GOVERNANCE

The Company has complied with the Corporate Governance code as stipulated under the Listing Agreement with the Stock Exchanges. A separate section on Corporate Governance, alongwith Certificate from the Auditors confirming the compliance, is annexed and forms part of the Annual Report. SUBSIDIARY COMPANIES

As required under Section 212 of the Companies Act, 1956, the audited statement of accounts along with Report of the Board of Directors and Auditors Report of your Company's subsidiaries namely, Alfred Herbert Limited and Herbert Holdings Limited are annexed to this Report.

CONSOLIDATED FINANCIAL STATEMENTS

The Directors also present the consolidated financial statements duly incorporating the financial statements of the subsidiaries Alfred Herbert Limited and Herbert Holdings Limited.

DIRECTORS' RESPONSIBILITY STATEMENT

As stipulated in Section 217(2AA) of the Companies Act, 1956 your Directors subscribe to the "Directors' Responsibility Statement" and confirm as under:

i) that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures ;

ii) that the Directors have selected such accounting policies and applied them consistently and made judgements 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 or loss of the Company for that period ;

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

iv) that the Directors have prepared the annual accounts on a going concern basis.

PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, RESEARCH AND DEVELOPMENT AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars regarding foreign exchange earnings and expenditure appear as Annexure to Schedule at item No. 13 in the Notes to the Accounts. The other particulars relating to Conservation of Energy and Technology Absorption stipulated in the Companies (Disclosures of Particulars in the Report of the Board of Directors) Rules. 1988 are not applicable.

PERSONNEL

Your Directors wish to place on record their appreciation for the services rendered by the employees of the Company during the year.

COMPLIANCE CERTIFICATE UNDER COMPANIES ACT, 1956

A certificate issued by M/s. A. J. & Associates, Company Secretaries, in terms of the provisions of Section 383A of the Companies Act, 1956. to the effect that the Company has complied with the applicable provisions of the said Act is attached to this Report.

PARTICULARS OF EMPLOYEES

The Company has no employee in the category specified under Section 217(2A) of the Companies Act. 1956.

Your Directors place on record their appreciation for the support received from the shareholders.

For and on behalf of the Board

Kolkata H. V. Lodha

29th May. 2012 r. c. Tapuriah

Directors

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Mar 31, 2011

The Directors have pleasure in presenting the Ninety- first Annual Report together with the Audited Accounts of your Company for the year ended 31 st March 2011.

FINANCIAL RESULTS

The Financial Results are as under:

31st March 31st March 2011 2010 Rs. Rs.

Profit before Tax 4,990,328 6,560,773

Provision for Tax (including deferred tax) 189,544 2,710,187

Profit after Tax 4,800,784 3,850,586

Surplus from earlier years brought forward 9,138,209 8,630,481

Amount available for appropriation 13,938,993 12,481,067

Appropriations:

Proposed Dividend 1,542,858 1,542,858

General Reserve 1,000,000 1,000,000

Special Reserve 1,000,000 800,000

3,542,858 3,342,858

Surplus carried to 10,396,135 9,138,209 Balance Sheet

13,938,993 12,481,067

DIVIDEND

Your Directors take pleasure in recommending for approval the payment of Dividend of Rs. 2/-(per share) for the year ended 31st March 2011.

FINANCIAL PERFORMANCE

The Companys gross income for the financial year ended 31st March 2011 stood at Rs. 167,39 lacs and profit before tax stood at Rs.49.90 lacs.

The Companys Realty and Business Services Division continued to perform satisfactorily. The Division has deployed a part of its surplus funds in making long term investments which should maximise returns for the Company for utilisation in future opportunities.

The performance of the Companys wholly owned subsidiary, Alfred Herbert Limited improved substantially during the year and full efforts are being made to further consolidate its operations. However, the sharp increases in interest rates pose a challenge as many customers are delaying purchase decisions leading to uncertainty in performance. The Company is making full efforts to find alternative markets to utilise its potential.

DIRECTORS

Mr. A V Lodha, Director, and Mr. S S Jain, Director retire by rotation and being eligible, oner themselves for re- appointment.

AUDITORS

M/s. Ray & Ray, Chartered Accountants, will retire at the Annual General Meeting and they have given their consent to be re-appointed for the current year.

CORPORATE GOVERNANCE

The Company has complied with the Corporate Governance code as stipulated under the Listing Agreement with the Stock Exchanges, A separate section on Corporate Governance, alongwith Certificate from the Auditors confirming the compliance, is annexed and forms part of the Annual Report.

SUBSIDIARY COMPANIES

As required under Section 212 of the Companies Act, 1956, the audited statement of accounts along with Report of the Board of Directors and Auditors Report of your Companys subsidiaries, namely, Alfred Herbert Limited and Herbert Holdings Limited are annexed to this Report.

CONSOLIDATED FINANCIAL STATEMENTS

The Directors also present the consolidated financial statements duly incorporating the financial statements of the subsidiaries Alfred Herbert Limited and Herbert Holdings Limited.

DIRECTORS RESPONSIBILITY STATEMENT

As stipulated in Section 217(2AA) of the Companies Act, 1956, your Directors subscribe to the "Directors Responsibility Statement" and confirm as under:

i) that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures ;

ii) that 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 or loss of the Company for that period ;

iii) that 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) that the Directors have prepared the annual accounts on a going concern basis.

PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, RESEARCH AND DEVELOPMENT AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars regarding foreign exchange earnings and expenditure appear as Annexure to Schedule at

item No. 15 in the Notes to the Accounts. The other particulars relating to Conservation of Energy and Technology Absorption stipulated in the Companies (Disclosures of Particulars in the Report of the Board of Directors) Rules, 1988 ore not applicable.

PERSONNEL

Your Directors wish to place on record their appreciation for the services rendered by the employees of the Company during the year.

COMPLIANCE CERTIFICATE UNDER COMPANIES ACT, 1956

A certificate issued by M/s. A J & Associates, Company Secretaries, in terms of the provisions of Section 383A of the Companies Act, 1956, to the effect that the Company has complied with the applicable provisions of the said Act is attached to this Report.

PARTICULARS OF EMPLOYEES

The Company has no employee in the category specified under Section 217(2A) of the Companies Act, 1956.

Your Directors place on record their appreciation for the support received from the shareholders.

On behalf of the Board H. V. Lodha R. C. Tapuriah Directors

Kolkata 23 May, 2011

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Mar 31, 2010

The Directors have pleasure in presenting the Ninetieth Annual Report together with the Audited Accounts of your Company for the year ended 31st March 2010.

FINANCIAL RESULTS

The Financial Results are as under:

31st March 31st March

2010 2009

Rs. Rs.

Profit before Tax 6,560,773 9.393,697

Provision for Tax 2,710,187 1,262,834

Profit after Tax 3,850,586 8,130,863

Surplus from earlier years 8,630,481 4,931,685

brought forward/written back

Amount available for 12,481,067 13,062,548

appropriation

Appropriations

Proposed Dividend 1,542,858 1,542,858

Corporate Dividend Tax - 262,209

General Reserve 1,000,000 1,000,000

Special Reserve 800,000 1,627,000

3,342,858 4,432,067

Surplus carried to 9,138,209 8,630,481

Balance Sheet

12,481,067 13,062,548

DIVIDEND

Your Directors take pleasure in recommending for approval the payment of Dividend of Rs. 2/-(per share) for the year ended 31st March 2010.

FINANCIAL PERFORMANCE

The Companys gross income for the financial year ended 31st March 2010 stood at Rs.260.04 lacs and profit before tax stood at Rs.65.61 lacs.

The Companys Realty and Business Services Division continued to perform satisfactorily. The Company renewed its lease for its warehouse in Kolkata and is currently repairing the same comprehensively. The Division has deployed its surplus funds in long-term investments, which have performed and should help maximise returns in future and is actively exploring various opportunities including by the better utilisation of its properties to increase its sustainable income significantly.

The Sales and Marketing Division of the Company performed reasonably well during the year and contributed to the profitability of the Company.

The Companys wholly owned subsidiaries, Alfred Herbert Limited and Herbert Holdings Limited performed satisfactorily during the year and barring unforeseen circumstances should continue to contribute to the overall growth of the Company.

DIRECTORS

Mr. H V Lodha, Director, and Mr. S Bhandari, Director, retire by rotation and being eligible, offer themselves for re-appointment.

AUDITORS

M/s. Ray & Ray, Chartered Accountants, will retire at the Annual General Meeting and they have given their consent to be re-appointed for the current year.

CORPORATE GOVERNANCE

The Company has complied with the Corporate Governance code as stipulated under the Listing Agreement with the Stock Exchanges. A separate section on Corporate Governance, alongwith Certificate from the Auditors confirming the compliance, is annexed and forms part of the Annual Report.

SUBSIDIARY COMPANIES

As required under Section 212 of the Companies Act, 1956, the audited statement of accounts along with Report of the Board of Directors and Auditors Report of your Companys subsidiaries, namely, Alfred Herbert Limited and Herbert Holdings Limited are annexea to this Report.

CONSOLIDATED FINANCIAL STATEMENTS

The Directors also present the consolidated financial statements duly incorporating the financial statements of the subsidiaries Alfred Herbert Limited and Herbert Holdings Limited.

DIRECTORS RESPONSIBILITY STATEMENT

As stipulated in Section 217(2AA) of the Companies Act, 1956, your Directors subscribe to the "Directors Responsibility Statement" and confirm as under:

i) that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures ;

ii) that 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* or loss of the Company for that period ;

iii) that 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) that the Directors have prepared the annual accounts on a going concern-basis.

PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, RESEARCH AND DEVELOPMENT AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars regarding foreign exchange earnings and expenditure appear as Annexure to Schedule at item No. 16 in the Notes to the Accounts. The other particulars relating to Conservation of Energy and Technology Absorption stipulated in the Companies (Disclosures of Particulars in the Report of the Board of Directors) Rules, 1988 are not applicable.

PERSONNEL

Your Directors wish to place on record their appreciation for the services rendered by the employees of the Company during the year.

COMPLIANCE CERTIFICATE UNDER COMPANIES ACT, 1956

A certificate issued by M/s. A J & Associates, Company Secretaries, in terms of the provisions of Section 383A of the Companies Act, 1956, to the effect that the Company has complied with the applicable provisions of the said Act is attached to this Report.

PARTICULARS OF EMPLOYEES

The Company has no employee in the category specified under Section 217(2A) of the Companies Act, 1956.

Your Directors place on record their appreciation foi the support received from the shareholders.

On behalf of the Board

H. V. Lodha

Kolkata R. C. Tapuriah

22nd May, 2010 Directors