Directors Report of Amforge Industries Ltd.

Mar 31, 2025

The Board of Directors ("the Board") of Amforge Industries Limited ("the Company") presents 53^rd Annual Report
along with the Audited Financial Statements for the financial year ended 31^st March 2025.

1. Financial Summary or highlights/performance of the Company:

The financial highlights of the Company, for the financial year ended 31^st March, 2025 is summarized below:

(Rs. In 000’s)

Sr. No.	Particulars	For the year ended 31st March 2025	For the year ended 31st March 2024
1.1	Income from Operations	-	-
1.2	Other Income	27298.70	26311.32
1.3	Profit/(Loss) before Depreciation & Amortisation	10871.95	4183.82
1.4	Depreciation & Amortisation	4542.18	3206.82
1.5	Profit / (Loss) before Tax	6329.76	977.00
1.6	Provision for Income Tax	410.00	2235.00
1.7	Deferred Tax (Net)	1193.85	1432.57
1.8	Net Profit/(Loss) after Tax	4725.92	(2690.57)

2. Review of Operations:

During the year under consideration, total income of the Company was Rs. 27298.70 thousands as against
Rs.26311.32 thousands during the previous year. Profit before tax was Rs. 6329.76 thousands for current
financial year 2024-25 as against Rs. 977.00 thousands for previous financial year 2023-24. The profit after tax in
2024-25 was Rs.4725.92 thousands as against loss of Rs.2690.57 thousands in 2023-24.

3. Dividend:

With a view to conserve the resources, your Directors do not recommend any dividend for the financial year
ended 2024-25.

4. Share Capital:

The Company’s Paid-Up Equity Share Capital as at 31^st March 2025 was Rs. 28774.42 thousands comprising
143,87,212 equity shares of Rs.2/- each and the Company has not issued any Employee stock options, sweat
equity shares, or preferential shares with differential voting rights.

5. Reserves:

The Board does not propose to carry any amounts to General Reserves.

6. Change in the nature of business, if any:

During the year there was no change in the nature of business.

7. Material changes and commitments, if any, affecting the financial position of the Company which have
occurred between the end of the financial year of the Company to which the financial statements relate and
the date of the report:

No material changes have occurred subsequent to the close of the financial year of the Company to which the
balance sheet relates and the date of the report.

8. Details of significant and material orders passed by the regulators or courts or tribunals impacting the
going concern status and Company’s operations in future:

There were no significant and material orders passed by the regulators or courts or tribunals impacting the
going concern status and Company’s operations in future.

9. Details of Holding/Subsidiary/Joint Ventures/Associate Companies:

The Company did not have any Holding/Subsidiary Company/Joint Venture/Associate Company during the
year under review. Accordingly, the following disclosures are not applicable:

• Form AOC-1 pursuant to first proviso to sub-section (3) of section 129 of the Companies Act, 2013 read
with rule 5 of the Companies (Accounts) Rules, 2014) under section 134 of the Companies Act, 2013, in
Form AOC - 1.

• Highlights of performance of subsidiaries, associates and joint venture companies and their contribution
to the overall performance of the Company pursuant to Rule 8(1) of the Companies (Accounts) Rules,
2014) under section 134 of the Companies Act, 2013.

• Receipt of commission from any holding company or subsidiary company by a Director of the Company.

10. Statutory Auditors:

M/s. Banka & Banka, Chartered Accountants (Firm Registration No. 100979W) were appointed as the Statutory
Auditors of the Company to hold office for a period of five consecutive years starting from the conclusion of the
Fifty-Second Annual General Meeting (AGM) held on 23^rd July, 2024 until the conclusion of the Fifty-Seventh
AGM of the Company to be held in the year 2029.

11. Explanation of qualification made by the auditors in their reports:

There are no qualifications, reservations or adverse remarks by the Auditors of the Company and therefore,
there are no further explanations to be provided for in this Report.

12. Reporting of fraud by the Statutory Auditors:

During the year under review, there were no instances of material or serious fraud falling under Section 143
(12) of Companies Act, 2013 and Rule 13(1) of the Companies (Audit and Auditors) Rules, 2014, by officers or
employees reported by the Statutory Auditors of the Company during the course of the audit.

13. Management Discussion and Analysis:

There were no manufacturing activities to report on Management Discussions and Analysis under Regulation
34(2) [e] of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

14. Annual Return:

Pursuant to Section 92(3) and 134(3)(a) of the Companies Act, 2013 read with Rule 12(1) of the Companies
(Management and Administration) Rules, 2014, the Annual Return in Form MGT-7 for the year ended 31^st
March, 2025, is placed on website of the Company i.e. https://amforgeindia.in/#Investors and which shall be
treated as part of this Report.

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

Conservation of Energy and Technical Absorption:

The Company does not have any manufacturing activities. The particulars prescribed under Section 134 of the
Companies Act, 2013 read with rule 8 (3) ofthe Companies (Accounts) Rules, 2014, relating to the conservation
of energy and technology absorption does not apply to the limited operations of the Company.

Foreign Exchange Inward - NIL

Foreign Exchange Outward - NIL

16. Directors and Key Managerial Personnel:

A. Changes in Directors and Key Managerial Personnel:

In accordance with the provisions of the Companies Act, 2013 read with the applicable rules thereto,
including any statutory modification(s) or re-enactment thereof for the time being in force (‘the Act’), Mr.
Puneet Makar (DIN: 00364000), is liable to retire by rotation at the ensuing Annual General Meeting and
being eligible, offers himself for re-appointment.

During the year under review, Mr. Jayesh Thakkar resigned as the Chief Financial Officer of the Company
on 24^th May 2024 and was appointed as an Additional Director designated as the Managing Director-cum-
CEO of the Company in the Board Meeting held on 24^th May 2024. In the 52^nd Annual General Meeting
held on 23^rd July 2024, the members approved appointment of Mr. Jayesh Thakkar as a Managing Director
and CEO of the Company for a term of 3 years effective from 24^th May 2024. Mr. Balasubramanian Konar
ceased to be the Chief Executive Officer of the Company and was designated as Chief Financial Officer
w.e.f 24th May, 2024.

Further, the 2^nd term of Mr. Sunil Aggarwal (DIN: 00005385) as an Independent Director of the Company
was completed and he ceased to be the Independent Director of the Company w. e. f. 12^th September,
2024.

Mr. Kinshuk Tiwari resigned as the Company Secretary of the Company on 31^st July 2024 and Mrs.
Bhavana Divyesh Shah (Membership no. F2430) was appointed as the Company Secretary of the
Company on 14^th November 2024.

Further, Mr. Ajit Pandurang Walwaikar (DIN: 00022123), Independent Director, 1^st term as an Independent
Director shall expire on 11^th November, 2025 and the Nomination and Remuneration Committee and the
Board of Directors in their meeting held on 11^th August, 2025 proposed to re-appoint him for 2^nd term of
5 consecutive years and commends the members to pass the said resolution at item no. 3 of the Notice as
a Special Resolution.

Brief resume of the directors proposed to be re-appointed and relevant information including nature of
their expertise in specific functional areas, qualifications, terms of appointment, details of remuneration,
names of the Companies in which they hold directorship and the memberships/chairmanships of
Committees of the Board, their shareholding in the Company, etc., as stipulated under the Listing
Regulations and Secretarial Standards have been furnished separately in the Notice convening this AGM.

B. Statement on Independent Directors’ declaration and disclosure of disqualification by the Directors:

The Company has received the declaration u/s 149(7) of the Companies Act, 2013 (“the Act”) from the
Independent Director, Mr. Ajit Pandurang Walwaikar (DIN: 00022123), Mr. Sanjay Rajaram Posam
(DIN: 09542601) and Mr. Navin Chandramani Sharma (DIN: 09555459) of the Company confirming
that they meet the criteria of Independence as prescribed both under the Act and the Securities and
Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015 (“Listing
Regulations”) and in the opinion of the Board of Directors, the Independent Director fulfill the criteria of
independence as provided under the Act, rules made thereunder, read with the Listing Regulations and
that they are independent of the management. In terms of Section 150 of the Companies Act, 2013 read
with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, Independent
Directors of the Company have confirmed that they have registered themselves with the databank
maintained by The Indian Institute of Corporate Affairs at Mumbai (IICA).

C. Performance evaluation of the Board, Committees & Directors:

Pursuant to the provisions of the Companies Act, 2013 and Listing Regulations, the Board has carried
out an annual performance evaluation of its individual Directors as well as the evaluation of the working
of its Audit, Nomination & Remuneration and Stakeholders’ Relationship Committees. The Directors
were evaluated on aspects such as attendance and contribution at Board and Committee meetings,
communicating inter se board members and guidance and support to the management outside Board
and Committee meetings. The Nomination and Remuneration Committee evaluated the performance
of the Board at its whole. The Board as well as the Nomination and Remuneration Committee found the
performance to be satisfactory.

D. Directors:

i. Independent Director:

In accordance with the criteria suggested by the Nomination and Remuneration Committee, the
performance of the independent director was evaluated by the entire Board of Directors (in the
absence of the director getting evaluated) on various parameters like engagement, leadership,
analysis, decision making, communication, governance, interest of stakeholders, etc. The Board
was of the unanimous view that the Independent Directors were reputed professionals and brought

their rich experience to the deliberations of the Board. The Board also appreciated the contribution
made by the Independent Directors in guiding the management to achieving higher growth of the
Company.

ii. Familiarization Programme to Independent Directors:

In view of the exemption provided from the provisions of Corporate Governance to the Company
under 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the
Company is not required to convene Familiarization Programme. However, on appointment of
any Director as well as in every Board Meeting, the Directors are periodically updated about the
business model of the Company, their roles and responsibilities as well as financial position and
workings of the Company.

17. Details of Committees of the Board:

Currently, the Board has 3 Committees: Audit Committee, Nomination and Remuneration Committee and
Stakeholders’ Relationship Committee. There was Share Transfer Executive Committee which was dissolved
with the approval of Board Members in the board meeting dated 27^th May, 2025. The Composition of various
committees and compliances, as per the applicable provisions of the Companies Act, 2013 and the Rules
thereunder and Listing Regulations, are as follows:

A. i. Audit Committee:

The Board had constituted an Audit Committee comprising of Mr. Sunil K. Aggarwal (DIN: 00005385),
Independent Director as the Chairperson of the Committee, Mr. Ajit Pandurang Walwaikar (DIN: 00022123),
Independent Director and member ofthe Committee, Mr. Sanjay Rajaram Posam (DIN-09542601), Independent
Director and member of the Committee and Mr. Navin Chandramani Sharma (DIN: 09555459), Independent
Director and member of the Committee.

With effect form 12.09.2024, Audit Committee was reconstituted as Mr. Sunil K. Aggarwal (DIN: 00005385)
ceased to be an Independent Director of the Company. The Audit Committee as on 31^st March 2025 comprises
of the following directors: -

• Mr. Ajit Pandurang Walwaikar- Chairman, Non - Executive Independent Director

• Mr. Sanjay Rajaram Posam- Member, Non - Executive Independent Director

• Mr. Navin Chandramani Sharma- Member, Non - Executive Independent Director

The recommendations of the Audit Committee are always welcomed and accepted by the Board and all major
steps impacting the financials of the Company are undertaken only after consultation with the Audit Committee.

A. ii. Details of establishment of vigil mechanism for directors and employees:

The Company has adopted Whistle blower policy to report genuine concerns. The Policy allows the
whistleblowers to have direct access to the Chairman of the Audit Committee in exceptional circumstance and
also protects them from any kind of discrimination or harassment. The Whistle Blower Policy of the Company
can be accessed on https://amforgeindia.in/#Investors

B. Nomination and Remuneration Committee:

The Nomination and Remuneration Committee comprised of Mr. Sunil K. Aggarwal (DIN: 00005385),
Independent Director as the Chairperson of the Committee, Mr. Ajit Pandurang Walwaikar (DIN: 00022123),
Independent Director and member ofthe Committee, Mr. Sanjay Rajaram Posam (DIN-09542601), Independent
Director and member of the Committee and Mr. Navin Chandramani Sharma (DIN: 09555459), Independent
Director and member of the Committee.

With effect form 12.09.2024, Nomination and Remuneration Committee was reconstituted as Mr. Sunil K.
Aggarwal (DIN: 00005385) was no longer an Independent Director of the Company. The Nomination and
Remuneration Committee as on 31^st March 2025 comprises of the following directors: -

• Mr. Sanjay Rajaram Posam- Chairman, Non - Executive Independent Director

• Mr. Ajit Pandurang Walwaikar- Member, Non - Executive Independent Director

• Mr. Navin Chandramani Sharma- Member, Non - Executive Independent Director

The Committee has framed a policy to determine the criteria and qualification for appointment of Directors,
positive attributes, independence of Director, attributes for appointment and basis of determination of
remuneration and performance evaluation of all the Directors, Key Managerial Personnel and other employees
and methods for their sustainability and the same can be accessed on the website of the Company at
https://amforgeindia.in/#Investors

C. Stakeholder’s Relationship Committee:

The Stakeholder’s Relationship Committee comprised of Mr. Sunil K. Aggarwal (DIN: 00005385), Independent
Director as the Chairperson of the Committee, Mr. Ajit Pandurang Walwaikar (DIN: 00022123), Independent
Director and member of the Committee, Mr. Sanjay Rajaram Posam (DIN-09542601), Independent Director
and member of the Committee and Mr. Navin Chandramani Sharma (DIN: 09555459), Independent Director
and member of the Committee.

With effect form 12.09.2024, Stakeholder’s Relationship Committee was reconstituted as Mr. Sunil K. Aggarwal
(DIN: 00005385) ceased to be the Independent Director of the Company. The Stakeholder’s Relationship
Committee as on 31^st March 2025 comprises of following directors: -

• Mr. Ajit Pandurang Walwaikar- Chairman, Non - Executive Independent Director

• Mr. Sanjay Rajaram Posam- Member, Non - Executive Independent Director

• Mr. Navin Chandramani Sharma- Member, Non - Executive Independent Director

The role of the Committee is to consider and resolve securities holders’ complaint. The meetings of the
Committee are held once in a quarter and the complaints are responded within the time frame provided.

18. Secretarial Auditor and its 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 Board of Directors had appointed M/s. Hemanshu
Kapadia & Associates, Company Secretaries in Practice to undertake the Secretarial Audit of the Company for
FY 2024-25. The Report of the Secretarial Auditor is annexed herewith as Annexure I.

19. Number of meetings of the Board of Directors:

The Board of Directors met five (5) times during the financial year. The intervening gap between any two
meetings was not more than prescribed days under the Companies Act, 2013. Details of dates of Board meeting
are as under:

Sr. No.	Date
1.	24th May, 2024
2.	21st June, 2024
3.	09th August, 2024
4.	14th November, 2024
5.	11th February, 2025

20. Particulars of loans, guarantees or investments under section 186:

The details of inter-corporate loans, guarantees provided and securities purchased/subscribed by the Company
is provided in Note no.5 & 6 of the Audited Financial Statement of the Company as at 31^st March 2025 and the
same is within the prescribed limits under Section 186 of the Companies Act, 2013. The Investments made by
the Company in mutual funds is provided under Note no. 4 of the Audited Financial Statement of the Company
as at 31^st March 2025.

21. Particulars of contracts or arrangements with related parties:

The particulars of contract or arrangement entered into by the Company with related parties referred to in sub¬
section (1) of Section 188 of the Companies Act, 2013 including material transactions entered at arms’ length

under third proviso, in prescribed Form No. AOC - 2 are appended as Annexure II to the Board’s Report.

22. Deposits:

The Company has neither accepted nor invited any deposit from the public within the meaning of Section 73 of
the Companies Act, 2013 read with the Companies (Acceptance of Deposit Rules) 2014.

23. Directors’ Responsibility Statement:

Pursuant to Sections 134(3)(c) & 134(5) of the Companies Act, 2013, the Board of Directors of the Company
hereby confirm that:

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

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

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

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

e) the Directors had laid down internal financial controls to be followed by the Company & that such
internal financial controls are adequate and were operating effectively; and

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

24. Managerial Remuneration:

The Disclosures pertaining to remuneration and other details as required under Section 197 of the Act read with
Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
and Remuneration paid to Executive, Non-Executive and Independent Directors during the year 2024-25 are
annexed to this Board’s report as Annexure III

25. Report on Corporate Governance:

As per the provisions of Securities and Exchange Board of India (Listing Obligations and Disclosures
Requirements) Regulations, 2015, the provisions of Corporate Governance are not applicable to your Company.
Thus, the Company is not required to annex a Report on Corporate Governance.

26. Corporate Social Responsibility (CSR):

In line with the provisions of the Companies Act, 2013 and the rules framed there under with respect to the
Corporate Social Responsibility (CSR), your Company is not governed by the provisions of Section 135 of the
Companies Act, 2013 and Companies (Corporate Social Responsibility Policy) Rules, 2014. So, the Company is
not required to formulate a policy on CSR and was not required to constitute a CSR Committee.

27. Risk Assessment and Management:

Your Company has a well-defined Risk Management System in place, as a part of its good Corporate Governance
practices. The Board of Directors mitigates plans and reviews these risks from time to time and discusses the
same in the Board meetings.

28. Internal Financial Control System and their Adequacy:

The Company has in place adequate internal financial controls concerning financial statements which were
tested and no reportable weakness was observed, during the financial year under review.

29. Secretarial Standards:

The Company complies with the Secretarial Standards 1 and 2 issued by Institute of Company Secretaries of
India.

30. Disclosure under the Sexual Harassment of Women at work place (Prevention, Prohibition and Redressal)
Act, 2013:

During the year under review, as the number of employees in the Company was less than 10, the Company
was not required to constitute the Internal Complaints Committee under Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Further, your Directors state that during the year under review, the Company has not received any complaints
and there we were no cases filed/pending under the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 as at 31^st March 2025.

31. Maternity Benefit

In accordance with recently amended Companies (Accounts) Second Amendment Rules, 2025 dated 30th
May, 2025, the Company states that as there were less than 10 employees in the Company during the year, the
provisions relating to Maternity Benefit Act 1961 is not applicable to the Company.

32. Cost Audit:

The Company does not fall within the provisions of Section 148 of the Companies Act, 2013 read with the
Companies (Cost Records and Audit) Rules, therefore no such records were required to be maintained.

33. Other Disclosures/Reporting:

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no
transactions on these items during the year under review:

a) Issue of equity shares with differential rights as to dividend, voting or otherwise.

b) Names of the Companies who have become or ceased to be its Subsidiaries, joint ventures or associate
companies during the year.

c) Details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016
(31 of 2016) during the year along with their status as at the end of the financial year.

d) Details of difference between amount of the valuation done at the time of one-time settlement and the
valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof.

34. Acknowledgements:

The Board of Directors expresses their deep gratitude for the co-operation and support extended to the
Company by its shareholders, Bankers and various Government agencies. Your Directors also place on record
the commitment and involvements of the employees at all levels and look forward to their continuous co¬
operation.

For and on behalf of the Board of Directors

Jayesh V. Thakkar

Managing Director
DIN-03474967

1118, Dalamal Tower,
11th Floor Free Press Journal Marg,
Nariman Point, Mumbai,
Maharashtra, 400021

Date: 11^th August, 2025
Place: Mumbai

Registered Office: 1118, Dalamal Tower,

11th Floor Free Press Journal Marg, Nariman Point,

Mumbai, Maharashtra, 400021
CIN: L28910MH1971PLC015119

---

Mar 31, 2024

The Board of Directors (" the Board") of Amforge Industries Limited ("the Company") is pleased to present 52nd Annual Report along with the audited Financial Statements for the financial year ended 31st March 2024.

1. REVIEW OF OPERATIONS:

During the year under consideration , total income of the Company was Rs. 26311.32 thousand as against 27317.97 thousand during the previous year. Profit before tax was Rs. 977.00 thousand for current financial year as against Rs. 2052.48 thousand for previous financial year.

2. FINANCIAL RESULTS:

(Rs.in 000)
DESCRIPTION	2023-2024	2022-2023
Income from Operations	-	-
Other Income	26311.32	27317.97
Profit/(Loss) before Depreciation & amortisation	4183.82	5396.58
Depreciation & Amortisation	3206.82	3344.08
Net Profit / (Loss) before Provision for Tax	977.00	2052.48
Provision for Income Tax	2235.00	320.00
Deferred Tax (Net)	1432.57	(153.00)
Profit after Tax	(2690.57)	1885.48

3 DIVIDEND:

Yours Directors have not recommended any Dividend.

4. SHARE CAPITAL:

The company’s paid-up equity shares capital as of 31/03/2024 is Rs. 28774.42 thousand comprising 143,87,212 equity shares of Rs.2/- each and has not issued any Employee stock options, sweat equity shares, or preferential shares with differential voting rights.

5. FIXED DEPOSIT:

The Company has neither accepted nor renewed any deposits during the financial year, under review.

6. MATERIAL CHANGES AND COMMITMENTS:

No material changes and commitments affecting the financial position of the Company have occurred during the financial year, under review.

7. CHANGE IN NATURE OF BUSINESS:

No change in business during the financial year, under review.

8. HOLDING, SUBSIDIARY, AND ASSOCIATE COMPANIES:

The Company doesn’t have any Holding, Subsidiary and Associate Companies during the year under review.

9. DIRECTORS’ RESPONSIBILITY:

By provisions of Section 134 (5) of the Companies Act, 2013 (“the Act”), the Board confirms its Responsibility Statement:

a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with a proper explanation:

b) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent 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 and loss of the company for the year ended 31/03/2024;

c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records by the provisions of the Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

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

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

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

10. DISCLOSURE OF COMPLIANCE WITH SECRETARIAL STANDARDS:

The company Complied with Secretarial Standards during the financial year, under review.

11. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The Company’s Board comprises the following directors as on 31/03/2024:

Name	Designation	Appointed
Mr. Sanjay Rajaram Posam	Independent Director	For 5 years (50th AGM held on 15/09/2022)
Mr.Navin Chandramani Sharma	Independent Director
Mr.Ajit Pandurang Walwaikar	Independent director	For 5 years (49th AGM held on 15/09/2021)
Mr.Sunil Kewalkishan Aggarwal	Independent Director	2nd term (5 years) in the 47th AGM held on 16/09/ 2019.
Mr. Puneet Yogiraj Makar	Director (Promoter)	Liable to retire by rotation
Ms. Archana Makar Soi	Director
Mr. Hudson Joseph D’Costa	Managing Director	Appointed Managing Director and CEO for the 2nd term for 5 years, in the 51st AGM held in September 2023. (Resigned as Managing Director & CEO of the Company w.e.f. 29/02/2024).

Disclosures received from the directors to fulfil the requirements as stipulated in Section 149(6) of the Companies Act, 2013 (“the Act”), to qualify themselves for the continuance as Independent Directors under the provisions of the Act, and the relevant Rules.

THE KEY MANAGERIAL PERSONNEL AS ON 31/03/2024:

Name	Designation	Appointed
Mr. Hudson Joseph D’Costa	Managing Director and CEO upto 29/02/2024.	Under Section 203 (3) of the Companies Act, 2013.
Mr. Jayesh Vinodchandra Thakkar	Chief Financial Officer
Mr. Kinshuk Rajkumar Tiwari	Company Secretary & Compliance Officer

12. COMMITTEES OF THE BOARD AND MEETINGS:

• Audit Committee

• Nomination & Remuneration Committee

• Stakeholders Relationship Committee

During the financial year, Four Board meetings were held the details of which are given in the Corporate Governance Report. The intervening gap between the meetings is within the period prescribed under the Companies Act, 2013. The details of the constitution of the Board / Committees and the details of its meetings are given in the Corporate Governance Report.

13. CORPORATE GOVERNANCE:

A report on Corporate Governance as stipulated under Schedule V and Regulation 34(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of this Annual Report. The requisite certificate from a practising company secretary confirming compliance with the conditions of Corporate Governance as stipulated is annexed to the Corporate Governance report.

14. REMUNERATION TO DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The Directors and Key Managerial Personnel of the company are drawing remuneration within the limits, as prescribed under section 197 (12) of the Companies Act, 2013, read with rules.

15. BOARD EVALUATION:

Under the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the performance of the Board and the Non-Independent Directors was considered and evaluated by the independent directors at their meeting held on 19/04/2024 without the participation of the non-independent directors and key managerial personnel.

16. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has in place adequate internal financial controls concerning financial statements which were tested and no reportable weakness was observed, during the financial year, under review.

17. REPORTING OF FRAUDS:

No instance of fraud during the financial year under review, which requires the Statutory Auditors to report to the Audit Committee and/or Board under Section 143(12) of the Companies Act, 2013 and the rules made thereunder.

18. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The Company has not adopted any Policy for dealing with Related Party Transactions during the financial year, under review. However, the following arm-length transactions have taken place:

19. AUDITOR (S):STATUTORY:

M/s. J Singh and Associates, Chartered Accountants (Firm Registration No. 110266 W) were reappointed as the statutory auditors of the Company at the 47^th AGM for a further period of 5 years to hold office until the conclusion of the 52^nd AGM to be held in the year 2024.

Further, the Board has appointed M/s. Banka & Banka, Chartered Accountants, (Firm Registration No. 100979W) as the Statutory auditors in their place for five (5) years, subject to the approval of the shareholders in their 52^nd Annual General Meeting.

20. SECRETARIAL:

The Board appointed M/s. Sandeep Dubey & Associates (PCS) as Secretarial Auditor of the Company and he has issued the Secretarial Audit Report (MR-3) under section 204 of the Companies Act, 2013 is attached to this report.

21. COST AUDITOR AND MAINTENANCE OF COST RECORDS:

The Company is not covered under Rule 3 of The Companies (Cost Records and Audit) Rules, 2014 and therefore maintenance of cost records under section 148(1) of the Companies Act, 2013.

22. RISK MANAGEMENT:

The Risk Management Policy is not applicable as per Regulation 15 of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015.

23. PARTICULARS OF LOANS, GUARANTEES, OR INVESTMENTS:

The company has not given any loans, or guarantees or made any investments under section 186 of the Companies Act, 2013 during the financial year, under review.

24. AUDIT COMMITTEE AND WHISTLE-BLOWER POLICY:

Under section 177(8) of the Companies Act, 2013, the information about the composition of the Audit Committee and other details are given in the Corporate Governance Report, forming part of this report. The Board has accepted the recommendations of the Audit Committee

The Company has adopted Whistle blower policy to report genuine concerns. This may be viewed on the Company’s website of the Company https://www.amforegeindia.in

25. CORPORATE SOCIAL RESPONSIBILITY:

The provisions of Corporate Social Responsibility do not apply to the Company for the financial year, under review.

26. ANNUAL RETURN:

The annual return in form MGT-7 under the provisions of section 92 of the Companies Act, 2013, read with relevant rules is also placed on the website of the Company https://www.amforgeindia.in

27. TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS, AND OUTGO Conservation of Energy and Technical Absorption:

The business of the Company does not have manufacturing activities. The particulars prescribed under Section 134 of the Companies Act, 2013 read with rule 8 (3) of the Companies (Accounts) Rules, 2014, relating to the conservation of energy and technology absorption do not apply to the limited business operations of the Company.

Foreign Exchange Inward - NIL Foreign Exchange Outward - NIL

28. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There are no significant or material orders that were passed by the Regulators or Courts or Tribunals that impact the going concern status and the Company’s Operations in the future.

29. EXPLANATION OF QUALIFICATION MADE BY THE AUDITORS IN THEIR REPORTS:

There are no adverse remarks by the Auditors of the Company.

30. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

There were no manufacturing activities to report on Management Discussions and Analysis under Regulation 34(2) [e] of SEBI (LODR) Regulations, 2015.

31. ACKNOWLEDGEMENT:

The Board of Directors expresses their thanks to the shareholders for their continued support and assistance.

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Mar 31, 2015

Dear Members,

The Directors hereby present the 43rd Annual Report together with the Audited Accounts of the Company for the financial year ended 31/03/2015.

Financial Highlights:

(Rs.in 000''s)

2014-2015 2013-2014

Total Income 65,728.47 42,823.75

Earnings before interest, 36,173.81 15,709.60 depreciation, exceptional items & tax.

Less : Depreciation 7,351.91 3,666.02

Profit before interest, 28,900.90 12,043.58 exceptional items and tax

Less : Interest and 3,701.24 8240.74 Finance cost

Profit before exceptional 25,119.66 3,802.84 items and tax

Less : Exceptional items - -

Profit before tax 25,119.66 3,802.84

Provision for current tax 5,117.00 666.00

Provision for deferred tax / (1,388.00) (9,407.00) earlier year

Profit after tax 21,390.96 12,541.48

Balance of Loss brought (4,21,913.03) (4,34,454.51) forward from previous year

(Loss) carried to Balance Sheet (4,03,254.70) (4,21,913.03)

Financials:

During the year under review, your Company registered a total income of Rs.62,728.47 thousand as against Rs.42,823.75 thousand in the previous year and earning Profit before interest, depreciation, exceptional items and tax Rs.36,173.81 thousand as against (15,709.60 thousand) in the previous year. The Profit before tax for the year is Rs.25, 119.66 thousand, as against profit of (Rs.3, 802.84 thousand), in the previous year.

Dividend:

No dividend is recommended for the year under review.

Directors'' Responsibility Statement:

As stipulated in Section 134 (3) (c) read with sub section 5 of the Companies Act, 2013, directors subscribe to the "Directors'' Responsibility Statement" and confirm that:

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

(b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year 2014- 2015 and the profit and loss of the Company for that period;

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

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

(e) the directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operational effectively; and

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

Directors and Key Managerial Personnel:

Mrs. Reshma Makar (DIN 00019758), who was appointed as director w.e.f. 26 /03/2015 by the Board of Directors to fill the casual vacancy on the Board caused by the resignation of Mr. Yogiraj Makar. She being eligible for re-appointment as a Director and in respect of whom a notice has been received from a Member of the Company, is being appointed as director, liable to retire by rotation."

Number of meetings of the Board and Audit Committee:

The details of the number of Board and Audit Committee meetings of the Company are set out in the Corporate Governance Report which forms part of this Report.

Declaration by Independent Directors:

Declaration given by Independent Directors'' meeting the criteria of independence as provided in sub-section (6) of section 149 of the Companies Act, 2013.

Directors'' Appointment and Remuneration:

The Company has a "Nomination and Remuneration Committee" of directors. The Committee reviews and recommends to the board for remuneration for Directors / Key Managerial Personnel.

The Company does not pay any remuneration to the Directors of the Company other than sitting fee for attending the meetings of the Board and Committees of the Board. Executive Directors do not take any sitting fee for attending such meetings. Remuneration to Managing

Director is governed under the relevant provisions of the Companies Act, 2013 and approvals.

Statutory Auditors:

Your Directors request you to ratify the appointment of M/s. J.Singh and Associates, Chartered Accountants, (Firm Registration No.110266 W) as approved by the Members at the 42nd Annual General Meeting as Statutory Auditors of the company, to hold office until the conclusion of 47th Annual General Meeting, to fix their remuneration for the financial year 2015-2016.

Auditors'' Report:

The observations made in the Auditors'' Report are self-explanatory and do not call for any further comments u/s 143(3) (f) of the Companies Act, 2013.

Internal Audit

The Internal Auditors, M/s. Ashwin K Shah, Chartered Accountants Mumbai have conducted internal audits periodically for the F Y 2014 - 15 in co-ordination with the Audit Committee.

Internal & Financial Control

The Company has in place adequate Internal and financial controls to ensure compliance with various policies, practices and statues applicable with reference to financial statements.

Loans, Guarantees or Investments:

Details of loans, guarantees and investments covered under section 186 of the Companies Act, 2013, are given in the notes to the financial statements.

Public Deposits:

Your Company has neither accepted any deposits during the year under report nor did any deposits remain unpaid or unclaimed at the end of the year.

Conservation of Energy, Technology Absorption and Foreign Exchange Earning and Outgo:

The Company does not have any manufacturing activities to report on Conservation of Energy, Technology Absorption required under Section 134 (3) (m) of the Companies Act, 2013.

Foreign Exchange earnings: NIL Foreign Exchange Outgo: NIL.

Management Discussion and Analysis:

Pursuant to Clause - 49 of the Listing Agreement with Stock Exchange(s), the Management Discussion and Analysis (MDA) is required to be annexed to this report. There is no manufacturing activities due to disposal of plants. However, the Company continued with trading activities.

Particulars of Employees:

There were no employees drawing remuneration more than as prescribed under Section 197 read with Rule 5 of the Companies (Appointment and remuneration of Managerial Personnel) Rules, 2014.

Evaluation:

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, during the year under report, the Independent Directors met on 16/03/2015 inter alia, to discuss the performance of Non Independent Directors, Board of Directors as a whole, Chairman of the Company, and the quality of flow of information between the Management and Board for effective performance by the Board.

Extract of Annual Return:

The details forming part of the extract of the Annual Return in Form MGT- 9 in accordance with Section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, is annexed to this report, as Annexure-1.

Secretarial Audit Report:

A secretarial Audit Report given Mr. Rajkumar R. Tiwari, Company Secretary in practice is annexed to this report, as Annexure-2.

Corporate Governance:

A separate section on Corporate Governance, pursuant to Clause 49 of the Listing Agreement with the Stock Exchange(s), forms part of this report, as Annexure-3.

The relevant Certificate issued by practicing Company Secretary is annexed to this report, as Annexure-4.

CEO / CFO Certification:

Pursuant to Clause-49 (IX) of the Listing Agreement, certificate issued by CEO/CFO is annexed to this report, Annexure-5

Acknowledgement

Yours directors wish to place on record their sincere thanks to the Members for their continued support and co-operation.

For and on behalf of the Board of Directors

Puneet Makar Chairman & Managing Director Place: Mumbai DIN : 00364000 Date: 07/08/2015

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Mar 31, 2014

Dear Members,

The Directors hereby present the 42nd Annual Report together with the Audited Accounts of the Company for the year ended 31/03/2014.

Financial Highlights:

(Rs. in 000''s)

2013-2014 2012-2013

Total Income 42,823.75 28,014.68

Earnings before Interest, Depreciation, Exceptional items & Tax. 15,709.60 (16,370.81)

Less: Depreciation 3,666.02 3,882.37

Profit / (Loss) before Interest, Exceptional items and tax 12,043.58 (20,253.18)

Less: Interest and Finance cost 8,240.74 8,549.07

Profit / (Loss) before Exceptional items and tax 3,802.84 (28,802.25)

Profit / (Loss) before tax 3,802.84 (28,802.25)

Provision for Current Tax 668.36 -

Provision for Deferred Tax (9,407.00) (18,283.00)

Profit / (Loss) after Tax 12,541.48 (10,526.10)

Balance of Profit /(Loss) brought forward from previous year (4,34,454.51) (4,23,928.41)

(Loss) carried to Balance Sheet (4,21,913.03) (4,34,454.51)

Financials:

During the year under review, your Company registered a total income of Rs. 42,823.75 thousands as against Rs. 28,014.68 thousands in the previous year and Earning Profit/ (Loss) before Interest, Depreciation, Exceptional items and tax Rs. 15,709.60 thousands as against (Rs. 16,370.81) thousands in the previous year. The Profit before tax for the year is Rs. 3,802.84 thousands, as against Loss (Rs. 28,802.25) thousands, in the previous year.

Dividend:

No dividend is recommended due to accumulated losses for the year under review.

Public deposits:

The Company has not accepted any deposits from the public during the financial year.

Directors'' Responsibility statement:

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Board of Directors of the Company confirms that:-

i. in the preparation of the Annual Accounts, all the applicable Accounting Standards have been followed;

ii. appropriate accounting policies have been selected and applied 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 as at the end of financial year and of the Profits or Loss of the Company for that period.

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

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

Directors:

Mr. Fali P.Mama, who retires by rotation and eligible for re-appointment offers himself for re-appointment.

Mr. Rakesh Khanna, Mr. Sunil K. Aggarwal and Mr. Sharat D. Nath, Directors of the Company, are being appointed as Independent Directors for 5 (Five) consecutive years as per provisions of Section 149 and other applicable provisions, if any, of the Companies Act 2013.

All the directors of the Company have confirmed that they are not disqualified from being appointed as directors in terms of Section 274(1)(g) of the Companies Act, 1956.

Statutory Auditors:

The Company''s Statutory Auditors, M/s. Bansal & Associates, Chartered Accountants, Mumbai retire at the ensuing Annual General Meeting has conveyed their decision not to opt for re-appointment.

In view of above, M/s. J. Singh and Associates, Chartered Accountants (Firm Registration No. 110266 W) has been appointed as Statutory Auditors of the Company subject to approval of the members of the Company.

Auditor''s Report

There are no qualifications contained in the Auditors'' Report and therefore there are no further explanations to be provided in this report.

Energy conversation, Technology Absorption & Foreign Exchange earnings & outgo:

In view of the nature of activities which are being carried out by the Company, Rules 2A and 2B of the Companies (Disclosure of particulars in the report of Board of Directors) Rules 1988 concerning Conservation of Energy and technology absorption respectively are not applicable to the Company. There was no inflow and out flow of foreign exchange during the year under review.

Management Discussion and Analysis:

Pursuant to Clause - 49 of the Listing Agreement with the BSE Limited, the Management Discussion and Analysis (MDA) is required to be annexed to this report. As such, there is no manufacturing activities due to disposal of plants. However, the company continued with trading activities.

Particulars Employees:

There were no employees drawing remuneration more than as prescribed under section 217(2A) of the Companies Act, 1956.

Corporate Governance:

Pursuant to Clause-49 of the Listing Agreement, a report on Corporate Governance is annexed to this report, as Annexure-1.

Compliance Certificates:

Pursuant to Clause 49 of the Listing Agreement and Section 383A of the Companies Act, 1956, certificates issued by Practising Company Secretary are annexed to this report, as Annexure-2 and 3 respectively.

CEO / CFO Certificate

Pursuant to Clause-49 of the Listing Agreement, CEO / CFO Certificate is annexed to this report, as Annexure-4.

ACKNOWLEDGMENT:

Your Directors wish to place on record their sincere thanks to all members and employees for their continued support and co-operation.

For and on behalf of the Board of Directors Puneet Makar Chairman & Managing Director

Place: Mumbai Date : 08/08/2014

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Mar 31, 2012

To The Members of AMFORGE INDUSTRIES LIMITED

The Directors hereby present the 40th Annual Report and audited statement of accounts for the year ended 31st March, 2012.

FINANCIAL HIGHLIGHTS:

(Rs. in 000's)

2011-12 2010-11

Total Income 43961.08 22836.36

Earning before Interest, Depreciation, Exceptional items and Tax. (29724.07) (77769.00)

Less: Depreciation 3855.80 8862.53

Profit/(Loss) before Interest, Exceptional items and tax (33579.87) (86631.53)

Less: Interest and Finance cost 7267.79 8862.53

Profit/(Loss) before Exceptional items and tax (40847.66) (95595.95)

Less: Exceptional items 55596.56 19179.76

Profit/(Loss) before tax 14748.90 (76416.19)

Provision for Current Tax 3030.27 36.13

Provision for Deferred Tax 19558.00 (22446.00)

Profit/(Loss) after Tax (7839.37) (54006.32)

Balance of Profit/(Loss) brought forward from previous year (416089.04) (362082.72)

(Loss) carried to Balance Sheet (423928.41) (416089.04)

FINANCIALS:

During the year under review, your Company registered a total income of Rs. 43961.08 thousands as against Rs. 22836.36 thousands in the previous year and Earning Profit/(Loss) before Interest, Depreciation, Exceptional items and tax (Rs. 29724.07) thousands as against (Rs. 77769) thousands in the previous year. The Profit before tax for the year is Rs. 14748.90 thousands as against Loss of (Rs. 76416.19) thousands in the previous year.

DIVIDEND:

No dividend is recommended due to accumulated losses for the year under review.

PUBLIC DEPOSITS:

The Company has not accepted any deposits from the public during the financial year.

DIRECTORS:

Shri. Rakesh Khanna, who retires by rotation and being eligible, offers himself for re-appointment. Shri. Bhushanlal Gupta, who retires by rotation and being eligible, offers himself for re-appointment.

Shri. Puneet Makar has been reappointed as Managing Director of the Company for a period of three (3) years w.e.f. 2nd February, 2012 by the Board of Directors in their meeting held on 1st February, 2012 on the terms and conditions including remuneration, as approved by the Remuneration Committee of the Board of Directors, subject to approval of the shareholders of the Company.

DIRECTORS' RESPONSIBILITY STATEMENT:

As required under Section 217(2AA) of the Companies Act, 1956, your Directors confirm that:-

i. In the preparation of the annual accounts, the applicable accounting standards have been followed.

ii. Appropriate accounting policies have been selected and applied consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as on 31st March, 2012 and of the loss of the Company for the year ended on that date.

iii. Proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and other irregularities.

iv. The annual accounts have been prepared on a going concern basis.

AUDITORS:

M/s. Bansal & Associates, Chartered Accountants, retire at the ensuing Annual General Meeting and being eligible offer themselves for reappointment in accordance with the provisions of the Companies Act, 1956.

AUDITORS REPORT:

The Directors give the following comments on Para - 4 of the Auditor's Report:

The production at Chinchwad plant was suspended, from December, 2008 due to the major recession in the automobile industry. In May, 2009 a lock out had to be declared at the plant, because of labour unrest. Since there was no manufacturing activity at the plant and in order to settle the workmen's dues, which were overburdening the Company's financials, the assets of the Chinchwad plant were disposed of.

As far as Accumulated losses, these were mainly due to the absence of revenue from the manufacturing operations, and the expenses incurred on settlement of the workmen's and other statutory dues. With regard to the Debt Assignment, the Board of Directors after due consideration and based on the commercial viability, decided to assign the debt.

Subsequent to the disposal of the assets at its plant, the Company continues its trading activities, and is also exploring other business avenues, in terms of the Memorandum of Association of the Company.

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

The Company has ceased to carry on any manufacturing activity for last three years. As such there is nothing further to report on Conservation of Energy and Technology Absorption.

Foreign Exchange Earning : Nil

Foreign Exchange Outgo : Nil

MANAGEMENT DISCUSSION AND ANALYSES:

Pursuant to Clause-49 of the Listing Agreement with the Bombay Stock Exchange Limited, the Management Discussion and Analysis (MDA) is required to be annexed to this report. There is nothing to report as the company has disposed of its assets at its only plant at Chinchwad during the year subsequent to closure of manufacturing activities. However, the company continued trading activities.

Also the company is exploring other business activities in terms of the Memorandum of Association of the Company.

EMPLOYEES:

The company has no employees in respect of whom information under Sub-section (2A) of Section 217 of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 and amended as on date is required to be furnished.

CORPORATE GOVERNANCE:

Pursuant to Clause-49 of the Listing Agreement, a report on Corporate Governance is annexed to this report, as Annexure–1.

COMPLIANCE CERTIFICATES:

Pursuant to Clause 49 of the Listing Agreement and Section 383A of the Companies Act, 1956, certificates issued by Practicing Company Secretary are annexed to this report, as Annexure-2 and 3 respectively.

ACKNOWLEDGMENT:

Your Directors wish to place on record their sincere thanks to all members and employees for their continued support and co-operation.

For and on behalf of the Board of Directors

Puneet Makar Chairman & Managing Director

Place: Mumbai Date : 29-05-2012

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Mar 31, 2010

The Directors hereby present the 38th Annual Report and audited statement of accounts for the year ended 31st March, 2010.

FINANCIAL HIGHLIGHTS

(Rs. in 000s)

2009-10 2008-09

Gross Revenue 4518.16 274718.84

Gross Profit before Interest, Depreciation, Amortization and Tax (37196.89) (63646.64)

Interest (2206.51) (5154.52)

Operating Profit (Loss) before Depreciation & Amortization (39403.40) (68801.16)

Depreciation (9349.82) (9691.74)

Operating Profit/(Loss) for the year (48753.22) (78492.90)

Other Extra Ordinary Gains (Net) (4630.75) (3077.77)

Profit / (Loss) for the year (53383.97) (81570.67)

Prior Periods adjustments (Net) (637.17) (819.00)

Net Profit / (Loss) (54021.14) (82389.67)

Provision for Current Tax(Wealth Tax) 0 (70.00)

Provision for Fringe Benefit Tax (62.00) (2014.00)

Provision for Deferred Tax 1235.00 36755.00

Profit / (Loss) after Tax (52848.14) (47718.67)

Balance Profit/(Loss) brought forward from previous year (309234.58) (261516.90)

Balance carried to Balance Sheet (362082.72) (309234.58)

EPS (Rs.) (3.57) (3.22)

FINANCIALS :

During the year under review, your Companys gross revenue is Rs. 4518.16 thousands [Previous Year: Rs. 274718.84 thousands Gross Profit / (Loss) before interest, depreciation and tax amounted to Rs.(37196.89) thousands [Previous Year: Rs.(63646.64) thousands Operating Cash Profit / (Loss) before depreciation and amortization is Rs. (39403.40) [Previous Year Rs. (68801.16) thousands]. The Net Loss came to Rs.54021.14 thousands [Previous Year: Rs. 82389.67 thousands].

The plant was closed in 2008 due to recession particularly in the automobile industries. Subsequently a lock out was

declared in May 2009, due to workers unrest.

DIVIDEND:

In view of the losses, current and accumulated, no dividend is recommended for the year.

PUBLIC DEPOSITS AND LOANS / ADVANCES:

The Company has not accepted any deposits from the Public or its employees during the financial year.

During this financial year, the subsidiary company (Dujon Commercial Private Limited) had issued 14,00,000 (Fourteen Lacs) Equity shares of Rs. 10/-(Rupees Ten only) each at a premium of Rs.65/- (Rupees Sixty-five only) each aggregating to Rs. 10,50,00,000/- (Rupees Ten Crores Fifty Lacs only) to the Company against the loan availed from the holding company.

DIRECTORS:

During this year Shri. Vijay S. Choksi, Director of the Company resigned from the Board w.e.f. 1-9-2009.

Shri. Fali P. Mama, who retires by rotation and being eligible, offers himself for re-appointment, subject to retirement by rotation

Shri. B.L. Gupta, who retires by rotation and being eligible, offers himself for re-appointment, subject to retirement by rotation

DIRECTORS RESPONSIBILITY STATEMENT :

As required under Section 217 (2AA) of the Companies Act, 1956, your Directors confirm that:-

i. in the preparation of the annual accounts, the applicable accounting standards have been followed.

ii. appropriate accounting policies have been selected and applied 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 as on 31" March, 2010 and loss of the Company for the year ended on that date.

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

iv. the annual accounts have been prepared on a going concern basis.

SUBSIDIARY COMPANY:

The statement pursuant to Section 212 of the Companies Act, 1956, containing details of subsidiaries of the Company, forms part of the Annual Report.

In view of the exemption received u/s.212(8) of the Companies Act, 1956 from Central Government vide letter No. 47/ 214/2010-CL-lll dated 22-07-2010, the Audited Statement of Accounts, the Reports of the Board of Directors and Auditors of the Subsidiary Company is not annexed. Shareholders who wish to have a copy of the full report and accounts of the subsidiary company (Dujon Commercial Private Limited) will be provided on receipt of a written request from them. These documents will also be available for inspection by any shareholder at the registered office of the Company on any working day during business hours. The consolidated Financial Statements presented by the Company include financial results of the subsidiary Company.

AUDITORS:

M/s. Bansal & Associates, Chartered Accountants will retire at the ensuing Annual General Meeting and being eligible offer themselves for reappointment. They have furnished a certificate that their reappointment, if made, will be within the limit prescribed under Section 224 (1B) of the Companies Act, 1956.

AUDITORS REPORT :

The Directors give the following comments on para 3 of the Auditors Reports.

The Mangement has produced all other available records and documents for verification for the audit purposes for the year under review except some records lying at Chinchwad plant for which the access was not available consequent to lock out. However, the Management does not envisage any material discrepancy(ies) in the financial statements due to the same.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, ETC.:

The information required in terms of Section 217(1 )(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is annexed to this report, as Annexure-1.

MANAGEMENT DISCUSSION AND ANALYSES:

Pursuant to Clause-49 of the Listing Agreement with the Bombay Stock Exchange Limited, the Management Discussion and Analysis annexed to this report, as Annexure-2.

PERSONNEL:

Statement of particulars of employees, providing information as per Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 is annexed to this report, as Annexure-3.

CORPORATE GOVERNANCE:

Pursuant to Clause-49 of the Listing Agreement, a report on Corporate Governance is annexed to this report, as Annexure-4.

COMPLIANCE CERTIFICATE:

Pursuant to Section 383Aof the Companies Act, 1956, and Compliance certificate on Corporate Governance as per Listing Agreement, issued by Pactising Company Secretary are annexed to this report, as Annexure-5 & 6.

CEO / CFO CERTIFICATION:

Pursuant to Clause- 49 V of the Listing Agreement with the Bombay Stock Exchange Limited, a certificate issued by CEO/ CFO of the Company for the financial year ended 31st March, 2010 is annexed to this report, as Annexure-7.

ACKNOWLEDGMENT:

Your Directors wish to place on record their sincere thanks to all shareholders and employees for their continued support and co-operation.

For and on behalf of the Board of Directors

Place : Mumbai Puneet Makar

Date : 02-09-2010 Chairman & Managing Director