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Directors Report of Banco Products (India) Ltd.

Mar 31, 2017

To,

The Members of

Banco Products (India) Limited

The Directors have pleasure in presenting the 56th Annual Report together with the Audited Financial Statements of Banco Products (India) Limited (“the Company”) and its subsidiaries for the financial year ended on 31.03.2017.

1. OVERVIEW OF THE COMPANY’S PERFORMANCE :

Global economy in the year 2016-17 was characterized by subdued growth and geopolitical uncertainties. In India, the economy witnessed some path breaking initiatives such as demonetization and passage of GST bill. Overall market in India showed signs of recovery in FY 2017, though there was a temporary slow down for a few months post November 2016, due to demonetization effect.

For your Company, the year 2016-17 was yet another good year. Sales grew by 3.7% (consolidated 7.5%) while profit before tax expanded by 31% (consolidated 17%) over the previous year.

Our strategy to create sustainable value for the organization is based on our focus on profitable growth. Customer is at the centre stage of all our initiatives. In close cooperation with our customers, we develop bespoke engineering solutions that are designed to deliver maximum efficiency under practical operating conditions. This innovation driven approach has helped us to establish and maintain leadership position as preferred engine cooling system provider to our customers in focus sectors such as Commercial Vehicles , Agricultural tractors, Off Highway equipments, Power generation and Railways .

We continue to expand our customer and product portfolio. During the year under review, your Company accelerated product development initiatives and added new products for OEM, Replacement and Exports markets. Flexibility in the designing approach, speed in prototyping and in-house testing competence, helps us to shorten time to market significantly. During the year under review, your Company successfully developed new cooling modules for BSIV compliant engines.

Your Company follows vertically integrated manufacturing approach. All the critical components are manufactured at our modern manufacturing plants located at Bhaili and Waghodia. During the year under review, our plants increased production output and initiated a number of continuous improvement initiatives to realize operations excellence.

At the same time, we continue our relentless focus on cost and follow prudent financial discipline to improve efficiency across various organizational processes and functions.

These measures have helped your organization deliver improved top line and bottom line performance during the year under review and have reaffirmed solidity of the strategy followed.

2. FINANCIAL PERFORMANCE :

At a glance, the summarized Standalone and Consolidated results of your Company are given below:

(Rs. in Crores)

PARTICULARS

STANDALONE

CONSOLIDATED

Year ended on 31.03.2017

Year ended on 31.03.2016

Year ended on 31.03.2017

Year ended on 31.03.2016

Total Turnover

502

484

1,277

1,188

Profit Before Taxation

135

103

140

119

Add / (Less) : Provision for taxation

(29)

(22)

(47)

(35)

Deferred Tax Liability

1

1

3

6

Profit After Tax

107

82

96

90

Add : Balance brought forward from Previous Year

305

267

419

374

Profit available for Appropriation

412

349

515

464

Appropriations:

- Transfer to General Reserve

(7)

(7)

- Interim Dividend Paid

(36)

(4)

(36)

(4)

- Tax Paid on Interim Dividend

(5)

-

(5)

-

- Proposed Final Dividend

-

(29)

-

(29)

- Provision For Tax on Proposed Final Dividend

-

(6)

-

(6)

- Provision write back

6

1

6

1

Balance Carried to Balance Sheet

377

304

480

419

3. DIVIDEND:

Your Directors had declared and paid Interim Dividend during the year at 250% i.e. Rs. 5/- per equity share of Rs.2.00 each absorbing Rs.35.76 Crores as dividend and Rs. 4.75 Crores as Tax on Dividend (as per applicable provision under Section 115BBD of Income Tax Act) and have recommended final dividend at 200% i.e. Rs.4/- per equity share of Rs.2.00 each for the financial year ended on 31.03.2017 as compared to Rs.4.60 per equity share (230%) during previous year.

The total dividend for the financial year ended 31st March, 2017 would accordingly be Rs.9/- per equity share of Rs.2.00 each i.e.450%.

4. RESERVE:

The Company has not transferred any amount to reserve.

5. OPERATIONS AND STATE OF AFFAIRS:

The Company undertook several initiatives during the year to upgrade technology and quality at its plants. We will accelerate investments in the coming year to meet future growth in demand.

Our Research and Development capabilities, including test equipments and design software are being improved in line with modern practices. Our R& D spend, during the year was placed at 0.91% of turnover.

Sales and Profit for Banco Products (India) Ltd. stood at:

(Rs. In Crores)

Particulars

Year ended on

Year ended on

31.03.2017

31.03.2016

Sales (Net)

502

484

Profit after Tax (PAT)

107

82

DOMESTIC SALES:

During the period under review, the Company’s Domestic sales stood at Rs. 382 crores as against Rs.338 crores in the previous year. We expanded our business both in OEM and Replacement market EXPORT SALES:

During the period under review, the Company’s Export sales stood at Rs. 120 crores as against Rs.146 crores in the previous year. Slow growth in global markets, increasing competition, and delay in realization of some customer projects besides Foreign Exchange fluctuations led to underperformance in export markets.

Overall sales mix was placed at Domestic 76% (previous year 70%) and Export 24% (previous year 30%).

6. MANAGEMENT DISCUSSION AND ANALYSIS:

The Report on Management Discussion and Analysis as required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“LODR”) is included in this report as per Annexure “A”. Certain statements in this said report may be forward looking. Many factors may affect the actual results, which could be different from what the Directors envisage in terms of the future performance and outlook. The important factors that could influence the Company’s operations include global and domestic demand and supply conditions affecting selling prices of finished goods, input availability and prices, changes in government regulations, tax laws, economic developments within the country and other factors.

7. CORPORATE SOCIAL RESPONSIBILITY:

The Company believed that it is vital for surrounding communities and stakeholders to progress with the Company.

In compliance with the requirements of Section 135 of the Act. read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Board of Directors have constituted a Corporate Social Responsibility Committee. The details of membership of the Committee & the meetings held are detailed in the Corporate Governance Report forming part of the Annual Report.

The contents of the CSR Policy of the Company as approved by the Board on the recommendation of the Corporate Social Responsibility Committee is available on the website of the Company as per the web link provided in the report on Corporate Social Responsibility Activities as per Annexure “B” to this Report.

8. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE:

In accordance with the provisions of Section 134(3)(m) of the Act, read with Rule 8 of The Companies (Accounts) Rules, 2014, the relevant information pertaining to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo is annexed as per Annexure “C” to this Report.

9. DIRECTORS’ RESPONSIBILITY STATEMENT:

In terms of Section 134(3) (c) of the Companies Act, 201 3, your directors would like to state:

i) that in the preparation of the annual financial statements for the year ended 31 st March, 201 7, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

ii) that such accounting policies have been selected 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 for the year ended 31 st March, 2017 and of the profit and loss of the Company for that period;

iii) that the 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;

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

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

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

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

During the year Shri Praveen Rao was appointed as Chief Executive Officer-CEO (Key Managerial Personnel) w.e.f. 12.11.2016 and re-designated as President - Sales and Marketing w.e.f. 27.04.2017. Accordingly he ceased to be Chief Executive Officer (Key Managerial Personnel) of the Company.

Further, Shri Rajendra Jayantilal Anandpara (DIN: 02461259) has been appointed as Additional Director to hold office upto the date of next Annual General Meeting and Managing Director of the Company w.e.f. 27.04.2017 for a period of 3 years on the recommendation of the Nomination and Remuneration Committee. All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 201 3 (“the Act”) and LODR.

In accordance with the provisions of the Act and rules made thereunder, Mrs. Himali Harnish Patel (DIN : 07081636), retires by rotation at the forth coming Annual General Meeting and being eligible offers herself for reappointment. Appropriate resolutions for the appointment/re-appointment of Directors as detailed above are being placed for your approval at the forthcoming Annual General Meeting.

10.1 PERFORMANCE EVALUATION:

Pursuant to the provisions of the Act and LODR, 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 requisite Committees.

The evaluation has been carried out with a well structured questionnaires taking into consideration various aspects and roles of the Board and its Committees such as knowledge, skills, conduct, integrity, contribution in setting up and achieving goals etc. The Board of Directors expressed their satisfaction with the evaluation process.

10.2 POLICY ON DIRECTORS’ NOMINATION, APPOINTMENT AND REMUNERATION:

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy in relation to remuneration of Directors. The policy also lays down the criteria for selection and appointment of Directors, Senior Management and their remuneration. The detailed Remuneration Policy is stated in the Corporate Governance Report.

10.3 DISCLOSURE OF REMUNERATION PAID TO DIRECTORS:

The details of remuneration paid to the Directors is given in the Report on Corporate Governance.

11. NUMBER OF BOARD MEETINGS:

The details of 8 Board Meetings held during the financial year 201 6 - 2017 are provided in the Report on Corporate Governance and forms part of this report.

12. AUDIT COMMITTEE:

The details regarding the Composition, power and role of Audit Committee are provided in Report on Corporate Governance and forms part of this report.

13. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations. To maintain these standards, the Company encourages its employees who have concerns about suspected misconduct to come forward and express these concerns without fear of punishment or unfair treatment. A Vigil Mechanism provides a channel to the employees and Directors to report to the management concerns about unethical behavior, actual or suspected fraud or violation of the Codes of Conduct or policy. The mechanism provides for adequate safeguards against victimization of employees and Directors to avail of the mechanism and also provides for direct access to the Chairman of the Company / Chairman of the Audit Committee in exceptional cases. The Vigil Mechanism / Whistle Blower Policy are available on Company’s website at http://www.bancoindia.com/wp-content/uploads/201 7/06/ Vigil_Mechanism.pdf

14. RISK MANAGEMENT POLICY:

Pursuant to the requirement of LODR, the Company has formed Risk Management Policy to ensure appropriate risk management within its systems and culture. The Company operates in a competitive environment and is generally exposed to various risks at different times such as technological risks, business risks, operational risks, financial risks etc. The Board of Directors and the Audit Committee of the Company periodically review the Risk Management Policy of the Company so that the Management can control the risk through properly defined network.

The Company has a system based approach to business risk management backed by strong internal control systems.

The Corporate Governance Policy clearly lays down the roles and responsibilities of the various entities in relation to risk management. A range of responsibilities, from strategic to the operational is specified in the Governance Policy. These role definition, interalia are aimed at ensuring formulation of appropriate risk management policies and procedures, their effective implementation and independent monitoring and reporting by Internal Audit.

A strong independent Internal Audit Function at the corporate level carries out risk focused audits across all businesses, enabling identification of areas where risk managements processes may need to be improved. The Board reviews internal audit findings and provides strategic guidance on internal controls, monitors the internal control environment within the Company and ensures that Internal Audit recommendations are effectively implemented.

The combination of policies and procedures adequately addresses the various risks associated with your Company’s businesses.

15. CORPORATE GOVERNANCE:

Pursuant to LODR the Report on Corporate Governance forms an integral part of this Report. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of corporate governance is attached to the Report on Corporate Governance. The Company has paid the requisite Annual Listing Fees to the Stock Exchanges.

16. EXTRACT OF ANNUAL RETURN:

Pursuant to Section 92(3) of the Act, and Rule 1 2(1) of The Companies (Management and Administration) Rules, 201 4, extract of Annual Return is annexed as per Annexure “D” to this Report.

17. AUDITORS:

17.1 STATUTORY AUDITORS:

The Shareholders have approved the appointment of M/s. Manubhai & Shah LLP, Chartered Accountants, Ahmedabad as Statutory Auditor.

The proposal for ratification of appointment of M/s. Manubhai & Shah LLP, Chartered Accountants, Ahmedabad is included in the Notice of Annual General Meeting. They have confirmed their eligibility under section 141 of the Act, by furnishing requisite certificate as well as consent and the Rules framed thereunder for ratification as Auditor of the Company.

17.2 INTERNAL AUDITORS:

Your Company has appointed M/s. Sharp & Tannan, Chartered Accountants, Vadodara as the Internal Auditors to carry out the Internal Audit of various operational areas of the Company.

17.3 SECRETARIAL AUDITORS:

Pursuant to the provisions of Section 204 of the Act, and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company has appointed M/s. J.J. Gandhi & Co., Practising Company Secretaries, Vadodara as Secretarial Auditor of the Company. The Secretarial Audit Report is annexed herewith as per Annexure “E” to this Report. The report is self-explanatory. The requisite explanation is provided in Report on Corporate Governance under the heading of Dematerialization of Shares as on 31.03.2017.

18. SUBSIDIARY COMPANIES:

18.1 NEDERLANDSE RADIATEUREN FABRIEK B.V - NETHERLANDS:

Nederlandse Radiateuren Fabriek B.V, Netherlands, and its subsidiaries, are engaged in the business of manufacturing and distribution of heat transfer products. During the year, the Company has taken many initiatives in the areas of production, marketing, distribution and other operational areas. We expect that these initiatives will yield results in time to come and result in improvement in the performance.

18.2 LAKE MINERAL (MAURITIUS) LIMITED - MAURITIUS:

A Wholly Owned Subsidiary viz. Lake Mineral (Mauritius) Limited and its subsidiary are in operations.

18.3 BANCO GASKETS (INDIA) LIMITED - VADODARA:

In terms of the requisite approvals of Shareholders, the Gasket Divisions of the Company was transferred to its Wholly Owned Subsidiary Company viz. Banco Gaskets (India) Limited with effect from 31.03.201 2 and is in operation.

Pursuant to Section 129(3) of the Act, the statement containing the salient features of the financial statement of the Company’s Subsidiaries is annexed as per Annexure “F” to this Report.

The determination of Material Subsidiary is in compliance with LODR.

19. PARTICULARS OF EMPLOYEES:

The Statement pursuant to Section 197(12) of the Act, and Rule 5(1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 201 4 is annexed as per Annexure “G” to this Report.

The information required under Section 197(12) of the Act, and Rule 5(2) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of various employees of the Company, forms part of this report as per Annexure “H”.

20. RELATED PARTY TRANSACTIONS:

During the year certain transactions entered into with the Related Parties as defined under the Act and LODR during the financial year ended on 31.03.201 7 were in the ordinary course of business and on arms length basis and hence do not attract the provisions of Section 1 88 of the Companies Act, 2013.

During the year certain transactions entered into with the Related Parties as defined under the Companies Act and LODR during the financial year ended on 31.03.201 7 were on arms length basis but not in the ordinary course of business. Hence, the disclosure in form AOC 2 is given as “Annexure I”.

All the Related Party Transactions are reviewed by the Audit Committee on quarterly basis and it has granted an omnibus approval for all Related Party Transactions which are within its purview.

There were no materially significant transactions with related parties during the financial year which were in conflict with the interest of the Company. Suitable disclosure as required by the Accounting Standards (AS18) has been made in the notes to the Financial Statements.

The Board has approved a Policy on Related Party Transactions which has been uploaded on the Company’s website at http://www.bancoindia.com/wp-content/uploads/2017/06/Policy on Related Party_Transactions.pdf

Disclosure of Related Party Transactions are available in the Financial Statement.

21. PARTICULARS OF LOANS GIVEN, GUARANTEES GIVEN AND INVESTMENTS MADE BY THE COMPANY:

The details pursuant to Section 186 of the Act, regarding investments made by the Company are given as per Annexure “J” to this Report.

22. SHARE CAPITAL:

As on 31st March, 2017, the paid up equity share capital of your Company was Rs.14.30 crores. During the year under review, the Company has not issued any shares.

23. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 :

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

The summary of sexual harassment complaints received and disposed off during the financial year 201 6 -2017 is as under:

- Number of Complaints Received : Nil

- Number of Complaints Disposed Off : Nil

24. DEPOSITS :

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

25. INSURANCE :

All the properties and insurable interests of the Company including buildings, plant and machineries and stocks, have been adequately insured.

26. INDUSTRIAL RELATIONS :

Overall industrial relation continued to be cordial. Your Directors place on record their appreciation for the continued support and co-operation of all the employees.

27. INTERNAL FINANCIAL CONTROL

The Company has appropriate internal financial control systems and procedures in place with regard to effective utilization of resources, efficiency in operation, financial reporting and compliance with various rules and regulations and keeping in view the organisation’s pace of growth and increasing areas of operations.

The internal auditors conduct extensive audits throughout the year across all locations and across all functional areas and submit their reports to the Audit Committee of the Board of Directors.

28. DETAILS OF FRAUD REPORTING, IF ANY.

Neither any Fraud has been reported by auditors under Section 1 43 (12) of the Companies Act, 201 3 nor there was any fraud reportable to the Central Government.

29. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

The details of programmes for familiarization of Independent Directors and training with the Company, their roles, rights, responsibilities, nature of the industry in which the Company operates, business model of the Company and related matters are put up on the website of the Company at http://www.bancoindia.com/wp-content/uploads/201 7/06/FamiliarizationProgrammsforIndependentDirectors.pdf

30. HUMAN RESOURCES

Many initiatives have been taken to support business through organizational efficiency and various employee engagement programmes which have helped the Organization achieveing higher productivity levels. A significant effort has also been undertaken to develop leadership as well as technical/ functional capabilities in order to meet future talent requirement.

The Company’s HR processes such as hiring, fair transparent online performance evaluation and talent management process, state-of-the-art workmen development process and market aligned policies have been seen as benchmark practices in the Industry.

31. MATERIAL CHANGES AND COMMITMENTS

Your Directors are of the opinion that there are no material changes and commitments affecting financial position of the Company which have occurred between end of financial year of the Company and the date of this report.

32. SAFETY, HEALTH AND ENVIRONMENT SAFETY

The Company has been continuously exercising effective safety, health and environment policies. Water and air pollution control measures are successfully operated and industrial trade effluents are used for gardening.

The tree plantation at the factory site is maintained properly and the same are being duly taken care of.

33. WEB LINKS

Web links related to various policies are available in the Corporate Governance Report.

34. CHANGE IN THE NATURE OF BUSINESS

There is no change in the nature of business during the year under review.

35. SIGNIFICANT AND MATERIAL ORDER PASSED BY THE REGULATOR OR COURT

No order was passed by any regulator, court or tribunal impacting Company’s operation in future during the year under review.

36. ACKNOWLEDGEMENT :

Your Directors wish to convey their gratitude and place on record its deep appreciation for the co-operation and continued support received by the Company from Government, Customers, Shareholders, Vendors, Bankers and Employees at all levels during the year.

By the order of the Board,

Date : 31.07.2017 Mehul K. Patel - Chairman

Place: Bil (DIN : 01772099)


Mar 31, 2016

To,

The Members of

Banco Products (India) Limited

The Directors have the pleasure in presenting the 55th Annual Report together with the Audited Financial Statements of Banco Products (India) Limited (“the Company”) and its subsidiaries for the financial year ended on 31.03.2016.

1. OVERVIEW OF THE COMPANY :

Banco Products (India) Limited has delivered solid sales growth by virtue of executing a sound business strategy. It continues to deliver strong delivery performance in all business segments, especially to various esteemed Original Equipment Clients, by designing, developing and supplying various complex Engine cooling modules, Radiators, Charged Air Coolers and Oil Coolers. By virtue of its excellent product development capability and track-record, the Company has become a preferred supplier to many prestigious Original Equipment Manufacturers who have a global standing. The Company has undertaken many initiatives to create significant value to its customers as well as to other stakeholders. The Company has continued to strengthen its market position by adding more OEM customers in sectors like on-highway and off-highway segments, power generation, farm equipment and construction machinery. In spite of turbulence in global economies and currency markets, the Company has succeeded in improving earnings by prudent management initiatives.

2. FINANCIAL PERFORMANCE :

At a glance, the summarized Standalone and Consolidated results of your Company are given below:

(Rs. in crores)

PARTICULARS

STANDALONE

CONSOLIDATED

Year ended on 31.03.2016

Year ended on 31.03.2015

Year ended on 31.03.2016

Year ended on 31.03.2015

Total Turnover

484

410

1,188

1,112

Profit Before Taxation

103

54

119

113

Less:

Provision for taxation

22

11

35

27

Deferred Tax Liability

(1)

1

(6)

(2)

Profit After Tax

82

42

90

88

Add :

Balance brought forward from Previous Year

267

255

374

316

Profit available for Appropriation

349

297

464

404

Appropriations:

- Transfer to General Reserve

7

7

7

7

- Interim Dividend Paid

4

4

4

4

- Tax Paid on Interim Dividend

-

-

-

-

- Proposed Final Dividend

29

18

29

18

- Provision For Tax on Proposed

6

1

6

1

Final Dividend - Provision write back

(1)

(1)

Balance Carried to Balance Sheet

304

267

419

374

3. DIVIDEND :

Your Directors had declared and paid Interim Dividend during the year at 30% i.e. Rs. 0.60 per equity share of Rs. 2.00 each absorbing Rs. 4.29 crores as dividend and Rs. Nil as Tax on Dividend (as per applicable provision under Section 11 5BBD of Income Tax Act) and have recommended final dividend at 200% i.e. Rs. 4/- per equity share of Rs. 2.00 each absorbing Rs. 28.61 crores as dividend and provision of Rs. 5.82 crore as Tax on Dividend for the financial year ended on 31.03.2016 as compared to Rs. 3.00 per equity share (150%) during previous year.

The total dividend for the financial year ended 31st March, 2016 would accordingly be Rs. 4.60 per equity share of Rs. 2.00 each i.e. 230%.

4. RESERVE :

The Company has transferred Rs. 7/- crores to reserves.

5. OPERATIONS AND STATE OF AFFAIRS :

The Company has sound manufacturing facilities which have been further upgraded to manufacture complex cooling modules with higher quality standards. Furthermore, new Research and Development building extension together with investment in equipment, software for development of advanced future engine cooling products will strengthen Company’s capabilities to take on global supply projects for international OEMs and other automotive customers and further widen scope of customer base.

During the year, the Sales and Profit stood at:

(Rs. In Crores)

Particulars

Year ended on

Year ended on

31.03.2016

31.03.2015

Sales (Net)

484

410

Profit after Tax (PAT)

82

42

DOMESTIC SALES :

During the period under review, the Company’s Domestic sales stood at Rs. 338 crores as against Rs. 279 crores in the previous year.

EXPORT SALES :

During the period under review, the Company’s Export sales stood at Rs. 146 crores as against Rs. 131 crores in the previous year.

Overall sales mix remains as Domestic 70% (previous year 68%) and Export 30% (previous year 32%).

6. MANAGEMENT’S DISCUSSION AND ANALYSIS :

The Report on Management’s Discussion and Analysis as required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“LODR”) is included in this report as per Annexure “A”. Certain statements in this said report may be forward looking. Many factors may affect the actual results, which could be different from what the Directors envisage in terms of the future performance and outlook. The important factors that could influence the Company’s operations include global and domestic demand and supply conditions affecting selling prices of finished goods, input availability and prices, changes in government regulations, tax laws, economic developments within the country and other factors.

7. DIRECTORS’ RESPONSIBILITY STATEMENT :

In terms of Section 1 34(3)(c) of the Companies Act, 2013, your directors would like to state :

i) 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;

ii) that such accounting policies have been selected 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 for the year ended 31st March, 2016 and of the profit and loss of the Company for that period;

iii) that the 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;

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

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

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

8. DIRECTORS AND KEY MANAGERIAL PERSONNEL :

During the year Shri Kiran Kumar Shetty resigned as Whole time Director of your Company with effect from

16.01.2016 and Shri Deepkumar Vaghela resigned as Company Secretary and Compliance Officer with effect from 07.10.2015. Further, Shri Subhasis Dey was appointed as Additional and Managing Director of the Company with effect from 06.11.2015 for a period of 3 years and Shri Sagar Pandya was appointed as Company Secretary and Compliance Officer with effect from 06.11.201 5 on the recommendation of the Nomination & Remuneration Committee.

Shri Subhasis Dey has resigned as Managing Director w.e.f. 30.04.2016

The Board expresses its appreciation for the contribution and services rendered by Shri Kiran Kumar Shetty and Shri Subhasis Dey the Directors, during their tenure.

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 201 3 (“the Act”) and LODR.

In accordance with the provisions of the Act and rules made thereunder, Shri Mehul K. Patel (DIN : 01772099) retires by rotation at the forth coming Annual General Meeting and being eligible offers himself for reappointment.

8.1 PERFORMANCE EVALUATION :

Pursuant to the provisions of the Act and LODR 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 requisite Committees.

The evaluation has been carried out with a well structured questionnaires taking into consideration various aspects and roles of the Board and its Committees such as knowledge, skills, conduct, integrity, contribution in setting up and achieving goals etc. The Board of Directors expressed their satisfaction with the evaluation process.

8.2 POLICY ON DIRECTORS’ NOMINATION, APPOINTMENT AND REMUNERATION :

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy in relation to remuneration of Directors. The policy also laid down the criteria for selection and appointment of Directors, Senior Management and their remuneration. The detailed Remuneration Policy is stated in the Corporate Governance Report.

8.3 DISCLOSURE OF REMUNERATION PAID TO DIRECTORS :

The details of remuneration paid to the Directors is given in the Report on Corporate Governance.

9. NUMBER OF BOARD MEETINGS :

The details of five Board Meetings held during the financial year 2015 - 201 6 are provided in the Report on Corporate Governance and forms part of this report.

10. AUDIT COMMITTEE :

The details regarding the Composition, power and role of Audit Committee are provided in Report on Corporate Governance and forms part of this report.

11. RELATED PARTY TRANSACTIONS :

All transactions entered into with the Related Parties as defined under the Act and LODR during the financial year ended on 31.03.201 6 were in the ordinary course of business and on basis of arms length basis and hence do not attract the provisions of Section 188 of the Companies Act, 2013. Thus disclosure in form AOC 2 is not applicable.

All the Related Party Transactions are reviewed by the Audit Committee on quarterly basis and they have provided an omnibus approval for all Related Party Transactions which are in ordinary course of business and on arms length basis.

There were no materially significant transactions with related parties during the financial year which were in conflict with the interest of the Company. Suitable disclosure as required by the Accounting Standards (AS18) has been made in the notes to the Financial Statements.

The Board has approved a Policy on Related Party Transactions which has been uploaded on the Company’s website at www.bancoindia.com/pdf/Policy on Related Party Transactions.pdf.

Disclosure of Related Party Transactions are available in Note No.32 to the Financial Statement.

12. VIGIL MECHANISM / WHISTLE BLOWER POLICY :

The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations. To maintain these standards, the Company encourages its employees who have concerns about suspected misconduct to come forward and express these concerns without fear of punishment or unfair treatment. A Vigil Mechanism provides a channel to the employees and Directors to report to the management concerns about unethical behavior, actual or suspected fraud or violation of the Codes of Conduct or policy. The mechanism provides for adequate safeguards against victimization of employees and Directors to avail of the mechanism and also provides for direct access to the Chairman of the Company / Chairman of the Audit Committee in exceptional cases. The Vigil Mechanism / Whistle Blower Policy are available on Company’s website at www.bancoindia.com/pdf/Vigil Mechanism.pdf.

13. RISK MANAGEMENT POLICY :

Pursuant to the requirement of LODR the Company has formed Risk Management Policy to ensure appropriate risk management within its systems and culture. The Company operates in a competitive environment and is generally exposed to various risks at different times such as technological risks, business risks, operational risks, financial risks, etc. The Board of Directors and the Audit Committee of the Company periodically review the Risk Management Policy of the Company so that the Management can control the risk through properly defined network.

The Company has a system based approach to business risk management backed by strong internal control systems.

The Corporate Governance Policy clearly lays down the roles and responsibilities of the various entities in relation to risk management. A range of responsibilities, from strategic to the operational is specified in the Governance Policy. These role definition, interalia are aimed at ensuring formulation of appropriate risk management policies and procedures, their effective implementation and independent monitoring and reporting by Internal Audit.

A strong independent Internal Audit Function at the corporate level carries out risk focused audits across all businesses, enabling identification of areas where risk managements processes may need to be improved. The Board reviews internal audit findings and provides strategic guidance on internal controls, monitors the internal control environment within the Company and ensures that Internal Audit recommendations are effectively implemented.

The combination of policies and procedures adequately addresses the various risks associated with your Company’s businesses.

14. CORPORATE GOVERNANCE :

Pursuant to LODR the Report on Corporate Governance forms an integral part of this Report. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of corporate governance is attached to the Report on Corporate Governance. The Company has paid the requisite Annual Listing Fees to the Stock Exchanges.

15. CORPORATE SOCIAL RESPONSIBILITY :

The Company believed that it is vital for surrounding communities and stakeholders to progress with the Company.

In compliance with the requirements of Section 135 of the Act. read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Board of Directors have constituted a Corporate Social Responsibility Committee. The details of membership of the Committee & the meetings held are detailed in the Corporate Governance Report forming part of the Annual Report.

The contents of the CSR Policy of the Company as approved by the Board on the recommendation of the Corporate Social Responsibility Committee is available on the website of the Company as per the web link provided in the report on Corporate Social Responsibility Activities as per Annexure "B" to this Report.

16. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE :

In accordance with the provisions of Section 134(3)(m) of the Act, read with Rule 8 of The Companies (Accounts) Rules, 2014, the relevant information pertaining to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo is annexed as per Annexure “C” to this Report.

17. PARTICULARS OF EMPLOYEES :

The Statement pursuant to Section 197(12) of the Act, and Rule 5(1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2015 as per Annexure “G” to this Report.

The information required under Section 197(12) of the Act, and Rule 5(2) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of various employees of the Company, forms part of this report as per Annexure “H”.

18. EXTRACT OF ANNUAL RETURN :

Pursuant to Section 92(3) of the Act, and Rule 1 2(1) of The Companies (Management and Administration) Rules, 201 4, extract of Annual Return as per Annexure “D” to this Report.

19. PARTICULARS OF LOANS GIVEN, GUARANTEES GIVEN AND INVESTMENTS MADE BY THE COMPANY :

The details pursuant to Section 186 of the Act, regarding loans given, guarantees and investments made by the Company are given in the Financial Statement.

20. AUDITORS :

20.1 STATUTORY AUDITORS :

The Shareholders have approved the appointment of M/s. Manubhai & Shah, Chartered Accountants, Ahmadabad as Statutory Auditor. The Company has received an intimation from the aforesaid firm about its conversion into LLP under name & style of M/s. Manubhai & Shah LLP, during the year.

The proposal for ratification of appointment of M/s. Manubhai & Shah LLP, Chartered Accountants, Ahmadabad is included in the Notice of Annual General Meeting. They have confirmed their eligibility under section 141 of the Act, by furnishing requisite certificate as well as consent and the Rules framed there under for ratification as Auditor of the Company.

20.2 INTERNAL AUDITORS :

Your Company has appointed M/s. Sharp & Tannan, Chartered Accountants, Vadodara as the Internal Auditors to carry out the Internal Audit of various operational areas of the Company.

20.3 SECRETARIAL AUDITORS :

Pursuant to the provisions of Section 204 of the Act, and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company has appointed M/s. J.J. Gandhi & Co., Practicing Company Secretaries, Vadodara as Secretarial Auditor of the Company. The Secretarial Audit Report is annexed herewith as per Annexure “E” to this Report. The report is self-explanatory. The requisite explanation is provided in Report on Corporate Governance under the heading of Dematerialization of Shares as on 31.03.2016.

21. SUBSIDIARY COMPANIES :

21.1 NEDERLANDSE RADIATEUREN FABRIEK B.V - NETHERLANDS :

Nederlandse Radiateuren Fabriek B.V, Netherlands, and its subsidiaries, are engaged in the business of manufacturing and distribution of heat transfer products. During the year, the Company has taken many initiatives in the areas of production, marketing, distribution and other operational areas. We expect that these initiatives will yield results in time to come and result in improvement in the performance.

21.2 LAKE MINERAL (MAURITIUS) LIMITED - MAURITIUS :

A Wholly Owned Subsidiary viz. Lake Mineral (Mauritius) Limited was incorporated during the year ended on 31.03.2012 and is in operation.

21.3 BANCO GASKETS (INDIA) LIMITED - VADODARA :

In terms of the requisite approvals of Shareholders, the Gasket Divisions of the Company was transferred to its Wholly Owned Subsidiary Company viz. Banco Gaskets (India) Limited with effect from 31.03.201 2 and is in operation.

Pursuant to Section 129(3) of the Act, the statement containing the salient features of the financial statement of the Company’s Subsidiaries is annexed as per Annexure “F” to this Report.

The determination of Material Subsidiary is in compliance with LODR.

22. SHARE CAPITAL :

As on 31st March, 2016, the paid up equity share capital of your Company was Rs. 14.30 crores. During the year under review, the Company has not issued any shares.

23. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 :

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

The summary of sexual harassment complaints received and disposed off during the financial year 201 5 -2016 is as under:

- Number of Complaints Received : Nil

- Number of Complaints Disposed Off : Nil

24. DEPOSITS :

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

25. INSURANCE :

All the properties and insurable interests of the Company including buildings, plant and machineries and stocks, have been adequately insured.

26. INDUSTRIAL RELATIONS :

Overall industrial relation continued to be cordial. Your Directors place on record their appreciation for the continued support and co-operation of all the employees.

27. INTERNAL FINANCIAL CONTROL

The Company has appropriate internal financial control systems and procedures in place with regard to effective utilization of resources, efficiency in operation, financial reporting and compliance with various rules and regulations and keeping in view the organization’s pace of growth and increasing areas of operations. The internal auditors conduct extensive audits throughout the year across all locations and across all functional areas and submit their reports to the Audit Committee of the Board of Directors.

28. DETAILS OF FRAUD REPORTING, IF ANY.

Neither any Fraud has been reported by auditors under Section 1 43 (12) of the Companies Act, 201 3 nor there was any fraud reportable to the Central Government.

29. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

The details of programmes for familiarization of Independent Directors and training with the Company, their roles, rights, responsibilities, nature of the industry in which the Company operates, business model of the Company and related matters are put up on the website of the Company at http://www.bancoindia.com/pdf/ FamiliarizationProgrammsforIndependentDirectors.pdf

30. HUMAN RESOURCES

Many initiatives have been taken to support business through organizational efficiency and various employee engagement programmes which have helped the Organization achieve higher productivity levels.

A significant effort has also been undertaken to develop leadership as well as technical/ functional capabilities in order to meet future talent requirement.

The Company''s HR processes such as hiring, fair transparent online performance evaluation and talent management process, state-of-the-art workmen development process and market aligned policies have been seen as benchmark practices in the Industry.

31. MATERIAL CHANGES AND COMMITMENTS

Your Directors are of the opinion that there are no material changes and commitments affecting financial position of the Company which have occurred between end of financial year of the Company and the date of this report.

32. SAFETY, HEALTH AND ENVIRONMENT SAFETY

The Company has continuously exercised effective safety, health and environment policies. Water and air pollution control measures are successfully operated and industrial trade effluents are used for gardening. The tree plantation at the factory site is maintained properly and the same shall be duly taken care.

33. WEB LINKS

Web links related to various policies are available in the Corporate Governance Report.

34. CHANGE IN THE NATURE OF BUSINESS

There is no change in the nature of business during the year under review.

35. SIGNIFICANT AND MATERIAL ORDER PASSED BY THE REGULATOR OR COURT

No order was passed by any regulator, court or tribunal impacting Company''s operation in future during the year under review.

36. ACKNOWLEDGEMENT :

Your Directors wish to convey their gratitude and place on record its deep appreciation for the co-operation and continued support received by the Company from Government, Customers, Shareholders, Vendors, Bankers and Employees at all levels during the year.

By the order of the Board, Date :01.08.2016

Mehul K. Patel - Chairman

Place: Bil (DIN : 01772099)


Mar 31, 2015

The Members of

Banco Products (India) Limited

The Directors have the pleasure in presenting the 54th Annual Report together with the Audited Financial Statements of Banco Products (India) Limited ("the Company") and its subsidiaries for the financial year ended on 31.03.2015.

1. OVERVIEW OF THE COMPANY :

Banco Products (India) Limited has delivered robust performance to its customers, especially to various esteemed Original Equipment Manufacturers, by designing, developing and supplying various engine cooling modules and individual Radiators, Charged Air Coolers and Oil Coolers. By virtue of excellent product development track-record, the company has become a preferred supplier to most prestigious OEMs who have a global standing. The Company has undertaken many initiatives to create significant value to its customers as well as to other stakeholders. The company has continued to solidify its market position by almost doubling its OEM customer count in sectors like power, agricultural and construction equipment. In spite of turbulence in foreign economies and currency markets, the company has managed to maintain stable earnings in the last financial year and has created a solid foundation of enhanced growth whenever Indian manufacturing industry picks up. The company has also taken significant successful initiatives in improving its market share of radiators for the domestic aftermarket.

During the financial year 2014-15, the Company witnessed a downward momentum in Foreign Exchange, especially in third and fourth quater, which affected the overall results during the year.

2. FINANCIAL PERFORMANCE :

At a glance, the summarized Standalone and Consolidated results of your Company are given below:

(Rs. in Crores)

PARTICULARS STAND ALONE CONSOLIDATED

Year ended on Year ended on Year ended on Year ended on 31.03.2015 31.03.2014 31.03.2015 31.03.2014

Total Turnover 410 438 1112 1144

Profit Before Taxation 54 83 113 122

Less:

Provision for taxation 11 17 27 30

Deferred Tax Liability 1 (1) (2) 2

Profit After Tax 42 67 88 90

Add:

Balance brought forward from Previous Year 255 208 316 245

Profit available for Appropriation 297 275 404 335

Appropriations:

- Transfer to General Reserve 7 7 7 7

- Interim Dividend Paid 4 12 4 12

- Tax Paid on Interim Dividend - - - -

- Proposed Final Dividend 18 2 18 2

- Provision For Tax on Proposed 1 (1) 1 (1)

Final Dividend

Balance Carried to Balance Sheet 267 255 374 315

3. DIVIDEND :

Your Directors had declared and paid Interim Dividend during the year at 25% i.e. Rs. 0.50 per equity share of Rs. 2.00 each absorbing Rs. 4 crores as dividend and Rs. Nil as Tax on Dividend (as per applicable provision under Section 115BBD of Income Tax Act) and have decided to recommend final dividend at 125% i.e. Rs. 2.50 per equity share of Rs. 2.00 each absorbing Rs. 18 crores as dividend and provision of Rs. 1 crore as Tax on Dividend (as per applicable provision under Section 115BBD of Income Tax Act) for the financial year ended on 31.03.2015 as compared to Rs. 2.00 per equity share (100%) in previous year.

The total dividend for the financial year ended 31st March, 2015 would accordingly be Rs. 3.00 per equity share of Rs. 2.00 each i.e. 150%.

4. RESERVE :

The Company proposes to carry Rs. 7 crores to reserves.

5. OPERATIONS :

The Company has sound manufacturing facilities which have been further upgraded to manufacture complex cooling modules with higher quality standards. Furthermore, new Research and Development building extension together with investment in equipment, software for development of advanced future engine cooling products will strengthen company's capabilities to take on global supply projects for international OEMs and other automotive customers and further widen scope of customer base.

During the year, the Sales and Profit stood at :

(Rs. In Crores

Particulars Year ended on Year ended on 31.03.2015 31.03.2014

Sales (Net) 410 438

Profit after Tax (PAT) 42 67

DOMESTIC SALES :

For the year under review, the Company's Domestic sales stood at Rs. 279 crores as against previous year of Rs. 284 crores.

EXPORT SALES :

For the year under review, the Company's Export sales stood at Rs. 131 crores as against previous year of Rs. 154 crores.

Overall sales mix remains as Domestic 68% (previous year 65%) and Export 32% (previous year 35%).

6. MANAGEMENT'S DISCUSSION AND ANALYSIS :

The Report on Management's Discussion and Analysis as required under the Listing Agreement is included in this report as Annexure "A". The certain statements in this said report may be forward looking. Many factors may affect the actual results, which could be different from what the Directors envisage in terms of the future performance and outlook. The important factors that could influence the Company's operations include global and domestic demand and supply conditions affecting selling prices of finished goods, input availability and prices, changes in government regulations, tax laws, economic developments within the country and other factors.

7. DIRECTORS' RESPONSIBILITY STATEMENT :

In terms of Section 134(3)(c) of the Companies Act, 2013, your directors would like to state :

i) 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;

ii) that such accounting policies have been selected 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 for the year ended 31st March, 2015 and of the profit and loss of the Company for that period;

iii) that the 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;

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

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

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

8. DIRECTORS AND KEY MANAGERIAL PERSONNEL :

During the year, Shri Sudesh K. Duggal and Shri Atul G. Shroff resigned as an Independent Director of your Company with effect from 23rd September, 2014 and 12th January, 2015 respectively. Further, Shri Vimal K. Patel resigned as the Chairman of the Company with effect from 1st October, 2014 and Shri Shailesh A. Thakker as Executive Director & CFO with effect from 24th September, 201 4. The Board expresses its appreciation for the contribution and services rendered by the Directors, during their tenure.

The Board of Directors had on the recommendation of the Nomination & Remuneration Committee appointed Shri Devesh A. Pathak and Shri Udayan P. Patel as an Additional Non-Executive Directors of the Company in the category of Independent Directors with effect from 13th February, 2015 for a period of 5 years. All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

In accordance with the applicable provisions of the Companies Act, 2013 and Rules made thereunder, Shri Samir K. Patel retires by rotation at the forth coming Annual General Meeting and being eligible offers himself for reappointment.

The Board of Directors had on the recommendation of the Nomination & Remuneration Committee appointed Mrs. Himali H. Patel as the Whole time Director and Chief Financial Officer with effect from 13th February, 2015 to 12th February, 2018 for a period of 3 years. Also, Shri Deep Vaghela had been appointed as the Company Secretary with effect from 13th February, 2015 in place of previous Company Secretary.

The proposal for appointment of Shri Devesh A. Pathak and Shri Udayan P. Patel as an Independent Directors and Mrs. Himali H. Patel as the Whole time Director and Chief Financial Officer at the forthcoming Annual General Meeting is included in the Notice. There is no reappointment of any other Independent Director.

8.1 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 requisite Committees.

The evaluation have been carried out with a well structured questionnaires taking into consideration various aspects and roles of the Board and its Committees. The Board of Directors expressed their satisfaction with the evaluation process.

8.2 POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION :

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy in relation to remuneration of Directors. The policy also laid down the criteria for selection and appointment of Directors, Senior Management and their remuneration. The detailed Remuneration Policy is stated in the Corporate Governance Report.

8.3 DISCLOSURE OF COMMISSION TO MANAGING OR WHOLE-TIME DIRECTOR :

Pursuant to Section 197(14) of the Companies Act, 2013, disclosure of Commission paid to Managing Director or Whole time Director is given in the Note No. 5(b) of the Report on Corporate Governance.

9. NUMBER OF BOARD MEETINGS :

The details of eight Board Meetings held during the financial year 2014 - 2015 forms part of the Corporate Governance Report.

10. AUDIT COMMITTEE :

The details regarding the Composition, power and role of Audit Committee forms part of the Corporate Governance Report.

11. RELATED PARTY TRANSACTIONS :

All transactions entered into with the Related Parties as defined under the Companies Act, 2013 and Clause 49 of the Listing Agreement during the financial year ended on 31.03.2015 were in the ordinary course of business and on basis of arms length pricing and do not attract the provisions of Section 188 of the Companies Act, 2013. Thus disclosure in form AOC 2 is not applicable.

All the Related Party Transactions are reviewed by the Audit Committee on quarterly basis and they provide an omnibus approval for all Related Party T ransactions which are in ordinary course of business and on arms length basis.

There were no materially significant transactions with related parties during the financial year which were in conflict with the interest of the Company. Suitable disclosure as required by the Accounting Standards (AS18) has been made in the notes to the Financial Statements.

The Board has approved a Policy on Related Party Transactions which has been uploaded on the Company's website.

12. VIGIL MECHANISM / WHISTLE BLOWER POLICY :

The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations. To maintain these standards, the Company encourages its employees who have concerns about suspected misconduct to come forward and express these concerns without fear of punishment or unfair treatment. A Vigil Mechanism provides a channel to the employees and Directors to report to the management concerns about unethical behavior, actual or suspected fraud or violation of the Codes of Conduct or policy. The mechanism provides for adequate safeguards against victimization of employees and Directors to avail of the mechanism and also provide for direct access to the Chairman of the Company / Chairman of the Audit Committee in exceptional cases. The Vigil Mechanism / Whistle Blower Policy are there on company's website.

13. RISK MANAGEMENT POLICY :

Pursuant to the requirement of Clause 49 of the Listing Agreement, the Company has formed Risk Management Policy to ensure appropriate risk management within its systems and culture. The Company operates in a competitive environment and is generally exposed to various risks at different times such as technological risks, business risks, operational risks, financial risks, etc. The Board of Directors and the Audit Committee of the Company periodically reviews the Risk Management Policy of the Company so that the Management controls the risk through properly defined network.

The Company has a system based approach to business risk management backed by strong internal control systems.

The Corporate Governance Policy clearly lays down the roles and responsibilities of the various entities in relation to risk management. A range of responsibilities, from strategic to the operational is specified in the Governance Policy. These role definition, interalia are aimed at ensuring formulation of appropriate risk management policies and procedures, their effective implementation and independent monitoring and reporting by Internal Audit.

A strong independent Internal Audit Function at the corporate level carries out risk focused audits across all businesses, enabling identification of areas where risk managements processes may need to be improved. The Board reviews internal audit findings, and provided strategic guidance on internal controls, monitors the internal control environment within the Company and ensures that Internal Audit recommendations are effectively implemented.

The combination of policies and procedures adequately addresses the various risks associated with your Company's businesses.

14. CORPORATE GOVERNANCE :

Pursuant to Clause 49 of the Listing Agreement entered into with the Stock Exchanges, the Report on Corporate Governance forms an integral part of this Report. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of corporate governance is attached to the Report on Corporate Governance. The Company has paid the requisite Annual Listing Fees to the Stock Exchanges.

15. CORPORATE SOCIAL RESPONSIBILITY :

The Company believes that it is vital for surrounding communities and stakeholders to progress with the Company.

Pursuant to Section 135 of the Companies Act, 2013, and relevant rules and regulations, the report on Corporate Social Responsibility Activities is annexed at Annexure "B" to this Report.

16. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE :

In accordance with the provisions of Section 134(3)(m) of the Companies Act, 2013 read with rule 8 of The Companies (Accounts) Rules, 2014, the relevant information pertaining to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo is annexed as Annexure "C" to this Report.

17. PARTICULARS OF EMPLOYEES :

The Statement pursuant to Section 197(12) of the Companies Act, 2013 and Rule 5(1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2015 is annexed as Annexure "G" to this Report.

The information required under Section 197(12) of the Companies Act, 2013 and Rule 5(2) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of various employees of the Company, forms part of this report as Annexure "H".

18. EXTRACT OF ANNUAL RETURN :

Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of The Companies (Management and Administration) Rules, 2014, extract of Annual Return is annexed as Annexure "D" to this Report.

19. PARTICULARS OF LOANS GIVEN, GUARANTEES GIVEN AND INVESTMENTS MADE BY THE COMPANY :

The details pursuant to Section 186 of the Companies Act, 2013 regarding loans given, guarantees and investments made by the Company are given in the Notes No. 13, 17 and 32(c) to the Financial Statement.

20. AUDITORS :

20.1 STATUTORY AUDITORS :

The proposal for ratification of appointment of M/s. Manubhai & Shah, Chartered Accountants, Ahmedabad is included in the Notice of Annual General Meeting. They have confirmed their eligibility under section 141 of the Companies Act, 2013 and the Rules framed thereunder for ratification as Auditor of the Company.

20.2 INTERNAL AUDITORS :

Your Company has appointed M/s. Sharp & Tannan, Chartered Accountants, Baroda as the Internal Auditors to carry out the Internal Audit of various operational areas of the Company.

20.3 SECRETARIAL AUDITORS :

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company has appointed M/s. J.J. Gandhi & Co., Practising Company Secretaries as Secretarial Auditors of the Company. The Secretarial Audit Report is annexed herewith as Annexure "E" to this Report. The report is self-explanatory and do not call for any further comments.

21. SUBSIDIARY COMPANIES :

21.1 NEDERLANDSE RADIATEUREN FABRIEK B.V - NETHERLANDS :

Nederlandse Radiateuren Fabriek B.V, Netherlands, and its subsidiaries, are engaged in the business of manufacturing and distribution of heat transfer products. During the year, the Company has taken many initiatives in the areas of productions, marketing, distribution and other operational areas. We expect that these initiatives will yield results in time to come and result in improvement in the performance.

21.2 LAKE MINERAL (MAURITIUS) LIMITED - MAURITIUS :

A Wholly Owned Subsidiary viz. Lake Mineral (Mauritius) Limited was incorporated during the year ended on 31.03.2012 and is in operations.

21.3 BANCO GASKETS (INDIA) LIMITED - VADODARA :

In terms of the requisite approvals of Shareholders, the Gasket Divisions of the Company was transferred to its Wholly Owned Subsidiary Company viz. Banco Gaskets (India) Limited with effect from 31.03.2012 and is in operations.

Pursuant to Section 129(3) of the Companies Act, 2013 the statement containing the salient feature of the financial statement of the Company's Subsidiaries is annexed as Annexure "F" to this Report.

The determination of Material Subsidiary is in compliance with Listing Agreement.

22. SHARE CAPITAL :

As on 31st March, 2015, the paid up equity share capital of your Company was ' 14.30 crores. During the year under review, the Company has not issued any shares.

23. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 :

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

The summary of sexual harassment complaints received and disposed off during the financial year 2014 - 2015 is as under:

- Number of Complaints Received : Nil

- Number of Complaints Disposed Off : Nil

24. PUBLIC DEPOSITS :

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

25. INSURANCE :

All the properties and insurable interests of the Company including buildings, plant and machineries and stocks, have been adequately insured.

26. INDUSTRIAL RELATIONS :

Overall industrial relations continued to be cordial. Your Directors place on record their appreciation for the continued support and co-operation of all the employees.

27. ACKNOWLEDGEMENT :

Your Directors wish to convey their gratitude and place on record its deep appreciation for the co-operation and continued support received by the Company from Customers, Shareholders, Vendors, Bankers and Employees at all levels during the year.

By Order of the Board,

Date : 04.07.2015 Kiran Kumar Shetty Himali H. Patel

Place : Bil Director Director

(DIN 03129699) (DIN 07081636)


Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the 53rd Annual Report together with the Audited Statement of Accounts for the Year ended 31.03.2014.

1. FINANCIAL RESULTS :

(Rs. in Crores)

Particulars Stand alone

Year ended on Year ended on Year ended on 31.03.2013 31.03.2014

Total Turnover 438 438

Profit Before Taxation 83 48

Less: Provision for taxation 17 11

Deferred Tax Liability -1 2

Profit After Tax 67 35

Add:

Balance brought forward from previous year 208 194

Profit available for appropriation. 275 229

Appropriations:

- Transfer to General Reserve 7 6

- Interim Dividend Paid 12 -

- Tax Paid on Interim Dividend - -

- Proposed Final Dividend 2 13

- Provision For Tax on Proposed Final Dividend -1 2

Balance Carried to Balance Sheet 255 208

Particulars Consolidated

Year ended on Year ended on 31.03.2014 31.03.2013

Total Turnover 1144 1008

Profit Before Taxation 122 82

Less: Provision for taxation 30 18

Deferred Tax Liability 2 3

Profit After Tax 90 61

Add:

Balance brought forward from previous year 245 205

Profit available for appropriation. 335 266

Appropriations:

- Transfer to General Reserve 7 6

- Interim Dividend Paid 12 -

- Tax Paid on Interim Dividend - -

- Proposed Final Dividend 2 13

- Provision For Tax on Proposed Final Dividend -1 2

Balance Carried to Balance Sheet 315 245

2. DIVIDEND :

The Board, had declared and paid interim dividend during the year of Rs.1.70 Per Equity Share (85%) and has decided to recommend final dividend at 15% i.e. Rs. 0.30 per Equity Share of Rs. 2.00 each for the Financial Year ended on 31.03.2014 as compared to Rs. 1.80 Per Equity Share (90%) previous year. Accordingly the total dividend for the financial year ended 31st March, 2014 declared/recommended is Rs. 2.00 per share of face of Rs. 2.00 each ie. 100%.

3. MANAGEMENT'S DISCUSSION AND ANALYSIS :

The Report on Management Discussion and Analysis as required under the Listing Agreement is included in this report as Annexure - A. Certain statements in this said report may be forward looking. Many factors may affect the actual results, which could be different from what the Directors envisage in terms of the future performance and outlook.

4. OPERATIONS :

The Company has sound manufacturing facilities which have been constantly upgraded and are supported by sophisticated Research and Development facilities for new projects or models OEM and other customers come up with.

Given below are the Financial figures.

(Rs. In Crores)

Year ended on Year ended on 31.03.2014 31.03.2013

Sales (Net) 438 438

PAT 67 35

DOMESTIC SALES :

During the Financial Year, Company's domestic sales stands at Rs. 284 Crores against previous year Rs. 306 Crores.

EXPORT SALES :

During the Financial Year, Company's Export Sales stands at Rs. 154 Crores against previous year Rs. 132 Crores.

Overall sales mix remains as Domestic 65 % (Previous Year 70 %) and Export Sales 35 % (Previous Year 30 %).

5. DIRECTORS' RESPONSIBILITY STATEMENT :

In terms of Section 217(2AA) of the Companies Act, 1956, the directors would like to state that:

i) in the preparation of the annual accounts for the financial year ended 31st March, 2014, the applicable accounting standards have been followed;

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

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

iv) the Directors have prepared the annual accounts for the financial year ended 31st March, 2014 on a going concern basis.

6. DIRECTORS :

During the year 2013-14, Shri Manubhai G. Patel resigned as Non-Executive and Independent Director of your Company w.e.f. 26.03.2014.

In accordance with the provisions of the Companies Act, 2013 and Articles of Association, Shri Mehul K. Patel and Shri Samir K. Patel would retire by rotation and being eligible, offer themselves for re-appointment.

The Board has, in terms of recommendation of Nomination and Remuneration Committee, approved reappointment and remuneration to Shri Mehul K. Patel, as the Vice-Chairman & Managing Director of the Company for a period of 3 years with effect from 01.08.2014, subject to approval by the Shareholders in the ensuing Annual General Meeting. The details of the proposal are included in the Notice of ensuing Annual General Meeting.

The Board has approved reappointment and remuneration of Shri Shailesh Thakker as an Executive Director & CFO with effect from 20.07.2014 for a further period of 3 years, subject to approval by the Shareholders in the ensuing Annual General Meeting. The details of the proposal are included in the Notice of ensuing Annual General Meeting.

In terms of Sections 149, 152, Schedule IV and other applicable provisions, if any, of the Companies Act, 2013 read with rules made thereunder, the Independent Directors can hold office for a term of up to five (5) consecutive years on the Board of Directors of your Company and are not liable to retire by rotation. Accordingly, it is proposed to appoint Shri Atul G. Shroff, Shri Ramkisan Devidayal, Shri Mukesh D. Patel and Shri Sudesh Kumar Duggal as Independent Directors of your Company up to 5 (five) consecutive years up to the conclusion of the 58th Annual General Meeting of the Company in the calendar year 2019.

All the Independent Directors have given the requisite declarations as required by the Companies Act, 2013 and the Rules made there under confirming that they meet with the criteria of independence as prescribed there under. The Board is of the opinion that these Directors meet the conditions specified in the Act and the rules made there under and are Independent of the management. The Board recommend their appointment as Independent Directors.

7. AUDIT COMMITTEE :

The Audit Committee as constituted in terms of Section 177 of the Companies Act, 2013, and Clause 49 of the Listing Agreement, with three independent Directors viz Shri Ramkisan Devidayal as the Chairman, Shri Atul G Shroff and Shri Mukesh D Patel as Members, and Shri Vimal Patel as member performed interalia the work assigned to it as laid down thereunder, during the year under review.

8. CORPORATE GOVERNANCE :

Pursuant to Clause 49 of the Listing Agreement, Corporate Governance Report and Auditors' Certificate regarding compliance of conditions of Corporate Governance are made a part of this Annual Report. The Company is regular in payment of Listing Fees to the Stock Exchanges.

9. PARTICULARS OF EMPLOYEES :

The information required under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employee) Rules, 1975, forms part of this report as Annexure - C. However, as per the Section 219(1)(b)(iv) of the Companies Act, 1956, the Annual Report are being sent to all shareholders excluding the aforesaid Annexure. Any shareholder interested in obtaining the particulars may obtain it by writing to the Company Secretary of the Company.

10. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE :

In accordance with the provisions of Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, the relevant information pertaining to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo is given in Annexure - B to this Report.

11. AUDITORS :

1. Statutory Auditors :

M/s. Shah & Co., Chartered Accountants, Mumbai, Statutory Auditors of the Company holds office of Auditors until conclusion of ensuing Annual General Meeting and the Retiring Auditors have informed their unwillingness for their re- appointment at the ensuing Annual General Meeting.

The Company has received proposal and confirmation from M/s. Manubhai & Shah, Chartered Accountants, Ahmedabad, regarding their eligibility for Appointment as Statutory Auditors of the Company as per the applicable provisions of the Companies, Act 2013 and Rules and regulations made thereunder. The proposal for appointment of M/s. Manubhai & Shah, Chartered Accountants, Ahmedabad, at the forthcoming Annual General Meeting is included in the Notice.

2. Internal Auditors :

The Company has appointed M/s. Sharp & Tannan, the Chartered Accountants as its Internal Auditors to carry out the Internal Audit of various operational areas of the Company.

3. Secretarial Auditors :

As per Section 204 of the Companies Act, 2013 and rules made thereunder, the Company is required to appoint Secretarial Auditor to carry out secretarial audit of the Company. The Company has appointed M/s. J.J. Gandhi & Co., Practising Company Secretaries as Secretarial Auditors of the Company for the financial year 2014-15.

12. SUBSIDIARIES :

12.1 Nederlandse Radiateuren Fabriek B.V - Netherlands

Nederlandse Radiateuren Fabriek B.V. Netherlands, and its subsidiaries, are engaged in the business of manufacturing and distribution of heat transfer products. During the Year, the Company has taken many initiatives in areas of productions, marketing and other operational areas. We expect that these initiatives will yield results in time to come which has resulted in to improvement in the performance of current Financial Year.

12.2 Lake Mineral (Mauritius) Limited — Mauritius

A wholly Owned subsidiary viz Lake Mineral (Mauritius) Limited was incorporated during the Year ended on 31.03.2012 and is in operations.

12.3 Banco Gaskets (India) Limited - Vadodara

In terms of the requisite approvals of shareholders, the Gasket Divisions of the Company is transferred to its Own Subsidiary Company viz. Banco Gaskets (India) Limited w.e.f. 31.03.2012.

In terms of the Circular No. No: 5/12/2007-CL-III dated 08.02.2011 and subsequent clarification in this regard issued by Ministry of Corporate Affairs , the Balance Sheet and Profit and Loss Account and other documents of these subsidiaries are not attached with Balance Sheet of this Company. However, the Financial Summery , as required , is included and forms part of this Report. The Annual Accounts and other Financial information related to subsidiaries shall be made available to any member on request and the same are available open for inspection at the Registered Office of your Company and that of respective subsidiaries.

The accounts of the subsidiaries are consolidated with the accounts of the Company in accordance with the applicable Accounting Standards. The consolidated accounts and the consolidated financial information of the subsidiaries from part of the Annual Report.

13. PUBLIC DEPOSITS :

As on 31st March, 2014 no deposits were due for repayment and remained unclaimed.

14. INSURANCE :

All the properties and insurable interests of the Company including buildings, plant and machineries and stocks, have been adequately insured.

15. INDUSTRIAL RELATIONS :

Overall industrial relation continued to be cordial. The Directors place on record their appreciation for the continued support and co-operation of all the employees.

16. ACKNOWLEDGEMENT :

Your Directors wish to convey their gratitude and place on record its deep appreciation for the co-operation and continued support received by the Company from Customers, Shareholders, Vendors, Bankers and Employees at all levels during the year.

By the order of the Board,

Date : 09.08.2014 Mehul K. Patel Shailesh Thakker Place: Bil Vice- Chairman & Director Managing Director


Mar 31, 2013

To, The Members,

The Directors have pleasure in presenting the 52nd Annual Report together with the Audited Statements of Accounts for the Year ended 31.03.2013.

1. FINANCIAL RESULTS : (Rs.in Crores)

Particulars Stand alone Consolidated Year ended on Year ended on Year ended on Year ended on 31.03.2013 31.03.2012 31.03.2013 31.03.2012

Total Turnover 438 544 1008 1004

Profit Before Taxation 48 93 82 102

Less: Provision for taxation 11 22 18 25

Deferred Tax Liability 2 (2) 3 1

Profit After Tax 35 73 61 76

Add: Balance brought forward from previous year 194 151 205 159

Profit available for appropriation 229 224 266 235

Appropriations:

Transfer to General Reserve 6 9 6 9

Proposed Dividend 13 18 13 18

Provision For Tax on Proposed Dividend 2 3 2 3

Balance Carried to Balance Sheet 208 194 266 205

Note : In terms of the requisite approvals of shareholders, the Gasket Divisions of the Company is transferred to its Own Subsidiary Company viz. Banco Gaskets (India) Limited w.e.f. 31.03.2012 and hence the Financial information of the Current Financial Year may not be comparable with that of corresponding previous Financial Year.

2. DIVIDEND:

The Board, has decided to recommend Dividend 90 % i.e. Rs.1.80 per Equity Share of Rs. 21- each Per Equity Share for the Financial Year ended on 31.03.2013 as compared to Rs.2.50/- Per Equity Share ( 125%) previous year.

3. OPERATIONS:

The Company has sound manufacturing facilities which have been constantly upgraded and are supported by sophisticated Research and Development facilities for new projects or models OEM and other customers come up with.

Given below are the Financial figures.

(Rs.In Crores)

Year ended on Year ended on 31.03.2013 31.03.2012*

Sales (Net) 438 544

PAT 35 72

* Note : In view of transfer of its Gasket Divisions of the Company to its Own Subsidiary Company viz. Banco Gaskets (India) Limited w.e.f. 31.03.2012 , the Financial information of the Current Financial Year is not be comparable with that of corresponding previous Financial Year.

DOMESTIC SALES:

During the Financial Year Company''s domestic sales stands at Rs. 306/- Crores against previous year Rs.413/- Crores.

EXPORT SALES:

During the Financial Year, Company''s Export Sales stands at Rs.132/- Crores against previous year Rs. 131/- Crores.

Overall sales mix remains as Domestic 70 % (Previous Year 76 %) and Export Sales 30 % (Previous Year 24

%).

4. DIRECTORS'' RESPONSIBILITY STATEMENT:

In terms of Section 217(2AA) of the Companies Act, 1956, the directors would like to state that:-

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

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

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

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

5. DIRECTORS:

Shri Atul Shroff and Shri Manubhai G Patel would retire by rotation and being eligible, offer themselves for re- appointment.

Shri Kiran Shetty has been re-appointed as Executive Director of the Company w.e.f. 31.07.2013 for a further period of three years subject to approval in the ensuing Annual General Meeting. The details of the proposal for approval by shareholders are included in the Notice of ensuing Annual General Meeting.

The Board is of the view that their considerable experience and business acumen would be of great value to your company.

6. AUDIT COMMITTEE:

Audit Committee as constituted in terms of Section 292A of the Companies Act, 1956, and Clause 49 of the Listing Agreement, with three independent Directors viz Shri Ram Devidayal as the Chairman, Shri Atul G Shroff and Shri Mukesh D Patel as Members, and Shri Vimal Patel as member performed inter alia the work assigned to it as laid down there under, during the year under review.

7. CORPORATE GOVERNANCE:

Pursuant to Clause 49 of the Listing Agreement with the Bombay Stock Exchange Ltd and National Stock Exchange of India Limited, a Management Discussion and Analysis as Annexure-A, Corporate Governance Report and Auditors'' Certificate regarding compliance of conditions of Corporate Governance are made a part of the Annual Report. The Company is regular in payment of Listing Fees to the Stock Exchanges.

8. PARTICULARS OF EMPLOYEES:

The information required under Section 217(2A) of the Companies Act, 1956 and the Rules made thereunder, is provided in Annexure forming part of the Report. In terms of Section 219(1 )(b) (iv) of the Act, the Report and Accounts are being sent to the Shareholders excluding the aforesaid Annexure. Any Shareholder interested in obtaining copy of the same may write to the Company Secretary.

9. COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988:

The particulars in accordance with the provisions of Section 217 (1) (e) of the Companies Act, 1956, read with the Companies (Disclosures of Particulars in the Report of Board of Directors) Rules, 1988 regarding Conservation of Energy, Technology absorption and Foreign Exchange earnings and outgo is given in the Annexure "B".

10. AUDITORS:

M/s. Shah & Co., Chartered Accountants, Mumbai , Auditors of the Company retire at the conclusion of ensuing Annual General Meeting. The retiring Auditors being eligible in terms of Provisions of Companies Act, 1956 and Listing Agreement, have expressed their willingness for reappointment as Statutory Auditors of the Company. You are requested to appoint the Auditors and fix their remuneration.

11. SUBSIDIARIES:

11.1 Nederlandse Radiateuren Fabriek B.V - Netherlands

Nederlandse Radiateuren Fabriek B.V. Netherlands, and its subsidiaries, are engaged in the business of manufacturing and distribution of heat transfer products. During the Year, the Company has taken many initiatives in areas of productions , marketing and other operational areas. We expect that these initiatives will yield results in time to come which has resulted in to improvement in the performance of current Financial Year.

11.2 Lake Mineral (Mauritius) Limited — Mauritius

A wholly Owned subsidiary viz Lake Mineral (Mauritius) Limited was incorporated during the Year ended on 31.03.2012 and is in operations.

11.3 Banco Gaskets (India) Limited - Vadodara

In terms of the requisite approvals of shareholders, the Gasket Divisions of the Company is transferred to its Own Subsidiary Company viz. Banco Gaskets (India) Limited w.e.f. 31.03.2012.

In terms of the Circular No. No: 5/12/2007-CL-lll dated 08.02.2011 and subsequent clarification in this regard issued by Ministry of Corporate Affairs , the Balance Sheet and Profit and Loss Account and other documents of these subsidiaries are not attached with Balance Sheet of this Company. However, the Financial Summary, as required, is included and forms part of this Report. The Annual Accounts and other Financial information related to subsidiaries shall be made available to any member on request and the same are available open for inspection at the Registered Office of your Company and that of respective subsidiaries.

The accounts of the subsidiaries are consolidated with the accounts of the Company in accordance with the applicable Accounting Standards. The consolidated accounts and the consolidated financial information of the subsidiaries from part of the Annual Report.

12. PUBLIC DEPOSITS:

As on 31st March, 2013 no deposits were due for repayment and remained unclaimed.

13. INSURANCE:

All the properties and insurable interests of the Company including buildings, plant and machineries and stocks, have been adequately insured.

14. INDUSTRIAL RELATIONS:

Overall industrial relation continued to be cordial. The Directors place on record their appreciation for the continued support and co-operation of all the employees.

15. ACKNOWLEDGEMENT:

The Board places on record its deep appreciation for the co-operation and continued support received by the Company from Shareholders, Banks, Depositors and Employees during the year.

By Order of the Board,

Date : 29.07.2013 Vimal K. Patel

Place : Bil Chairman


Mar 31, 2012

The Directors have pleasure in presenting the 51st Annual Report together with the Audited Statements of Accounts for the Year ended 31.03.2012.

1. FINANCIAL RESULTS: (Rs in Crores)

Particulars Standalone Consolidated

Year Year Year Year ended on ended on ended on ended on 31.03.2012 31.03.2011 31.03.2012 31.03.2011

Total Turnover 544 460 1,004 860

Profit Before Taxation 93 74 102 85

Less: Provision for taxation 22 15 25 19

Deferred Tax Liability (2) 1 1 1

Profit After Tax 73 58 76 65

Add: Balance brought forward from Previous Year 151 125 159 125

Profit available for appropriation 224 183 235 190

Amount available 224 183 235 190

Appropriations:

Transfer to General Reserve 9 7 9 7

Proposed Dividend 18 21 18 21

Provision for Tax on Proposed Dividend 3 4 3 4

Balance Carried to Balance Sheet 194 151 205 158

Note : In terms of the requisite approvals of shareholders, the Gaskets Divisions of the Company is transferred to its Own Subsidiary Company viz. Banco Gaskets (India) Limited w.e.f. 31.03.2012 and hence the Financial information of the Current Financial Year may not be comparable with that of corresponding previous Financial Year.

2. DIVIDEND:

The Board, has decided to recommend Dividend 125 % i.e. Rs 2.50 per Equity Share of Rs 2/- each Per Equity Share for the Financial Year ended on 31.03.2012 as compared to Rs 3/- Per Equity Share (150%) previous year.

3. OPERATIONS:

Both Radiator and Gasket product groups, have sound manufacturing facilities which have been constantly upgraded and are supported by sophisticated Research and Development facilities for new projects or models OEM and other customers come up with. Banco has experienced over all growth of 18 % as compared to previous year.

Given below are the top and bottom line figures.

(Rs In Crores)

Year ended on Year ended on 31.03.2012 31.03.2011

Sales (Net) 544 460

PAT 73 58

DOMESTIC SALES:

During the Financial Year Company's domestic sales stands at Rs 413 Crores against previous year Rs 332 Crores.

EXPORT SALES:

During the Financial Year, Company's Export Sales stands at Rs 131 Crores against previous year Rs 128 Crores.

' Overall sales mix remains as Domestic 76% (Previous Year 72%) and Export Sales 24% (Previous Year 28%).

4. DIRECTORS' RESPONSIBILITY STATEMENT.

In terms of Section 217(2AA) of the Companies Act,1956, the directors would like to state that:-

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

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

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

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

5. DIRECTORS:

Shri Vimal K Patel and Shri S K Duggal would retire by rotation and being eligible, offer themselves for re-appointment.

The Board has, on recommendation of Remuneration Committee decided to re-designate Shri Mehul K Patel as Vice - Chairman & Managing Director of the Company w.e.f. 28.05.2012, subject to approval by Shareholders in the ensuing Annul General Meeting. The details of the proposal for approval by shareholders is included in the Notice of ensuing Annual General Meeting.

6. AUDIT COMMITTEE:

Audit Committee as constituted in terms of Section 292A of the Companies Act, 1956, and Clause 49 of the Listing Agreement, with three independent Directors viz Shri Ram Devidayal as the Chairman, Shri Atul G Shroff and Shri Mukesh D Patel as Members, and Shri Vimal Patel as member performed inter alia the work assigned to it as laid down there under, during the year under review.

7. CORPORATE GOVERNANCE:

Pursuant to Clause 49 of the Listing Agreement with the Bombay Stock Exchange Ltd and National Stock Exchange of India Limited, a Management Discussion and Analysis, Corporate Governance Report and Auditors' Certificate regarding compliance of conditions of Corporate Governance are made a part of the Annual Report, as Annexure "A". The Company is regular in payment of Listing Fees to the Stock Exchanges.

8. PARTICULARS OF EMPLOYEES:

The details are furnished in Annexure “B” in terms of the Companies (Particulars of Employees) Rules, 1975, as amended.

9. COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988.

The particulars in accordance with the provisions of Section 217 (1) (e) of the Companies Act, 1956, read with the Companies (Disclosures of Particulars in the Report of Board of Directors) Rules, 1988 regarding Conservation of Energy, Technology absorption and Foreign Exchange earnings and outgo is given in the Annexure "C".

10. AUDITORS:

M/s. Shah & Co., Chartered Accountants, Mumbai, Auditors of the Company retire at the conclusion of ensuing Annual General Meeting. The retiring Auditors being eligible in terms of Provisions of Companies Act, 1956 and Listing Agreement, have expressed their willingness for reappointment as Statutory Auditors of the Company. You are requested to appoint the Auditors and fix their remuneration.

11. SUBSIDIARIES.

11.1 Nederlandse Radlateuren Fabriek B.V - Netherlands

Nederlandse Radiateuren Fabriek B.V. Netherlands, and its subsidiaries, are engaged in the business of manufacturing and distribution of heat transfer products. During the Year, the Company has taken many initiatives in areas of productions, marketing and other operational areas. We expect that these initiatives will yield results in time to come. The main market of the Company which is Europe, faces challenging circumstances.

11.2 Lake Mineral (Mauritius) Limited "Mauritius"

A wholly Owned subsidiary viz Lake Mineral (Mauritius) Limited was incorporated during the Year ended on

31.03.2012.

11.3 Banco Gaskets (India) Limited - Vadodara

In terms of the requisite approvals of shareholders, the Gasket Division of the Company is transferred to its Own Subsidiary Company viz. Banco Gaskets (India) Limited w.e.f. 31.03.2012.

11.4 Kilimanjaro Biochem Limited - Tanzania

During the Year under review, the Company has transferred a part of its Equity Investment in Kilimanjaro Biochem Limited to its another Wholly Owned Subsidiary viz. Lake Mineral (Mauritius) Limited - Mauritius and accordingly, it has become Subsidiary of Lake Mineral (Mauritius) Limited - Mauritius .

The Company has started its commercial production during this Financial Year. .

In terms of the Circular No. No: 5/12/2007-CL-lll dated 08.02.2011 and subsequent clarification in this regard issued by Ministry of Corporate Affairs, the Balance Sheet and Profit and Loss Account and other documents of these subsidiaries are not attached with Balance Sheet of this Company. However, the Financial Summery, as required, is included and forms part of this Report. The Annual Accounts and other Financial information related to subsidiaries shall be made available to any member on request and the same are available open for inspection at the Registered Office of your Company and that of respective subsidiaries. "

The accounts of the subsidiaries are consolidated with the accounts of the Company in accordance with the applicable Accounting Standards. The consolidated accounts and the consolidated financial - information of the subsidiaries form part of the Annual Report.



12. PUBLIC DEPOSITS:

As on 31st March, 2012 no deposits were due for repayment and remained unclaimed and therefore due deposit have since been refunded.

13. INSURANCE:

All the properties and insurable interests of the Company including buildings, plant and machineries and stocks, have been adequately insured.

14. INDUSTRIAL RELATIONS:

Overall industrial relation continued to be cordial. The Directors place on record their appreciation for the continued support and co-operation of all the employees.

15. ACKNOWLEDGEMENT!

The Board places on record its deep appreciation for the co-operation and continued support received by the Company from Shareholders, Banks, Depositors and Employees during the year.

By Order of the Board,

Date : 28,h May, 2012 Vimal K. Patel

Place : Bil Chairman


Mar 31, 2011

The Members,

The Directors have pleasure in presenting the 50th Annual Report together with the audited statements of accounts for the year ended 31.03.201 i.

1. FINANCIAL RESULTS : (Rs. in Crores)

Particulars Stand alone Consolidated Year ended on Year ended on Year ended on Year ended on 31.03.2011 31.03.2010 31.03.2011 31.03.2010

Total Turnover 459.98 407.15 844.24 461.18

Profit Before Taxation 74.42 98.28 85.23 98.94

Less : Provision for taxation 14.85 19.50 18.86 19.97

MAT Credit Entitlement 00.74 00.37 00.74 00.37

Deferred Tax Liability

Profit After Tax 58.83 78.41 65.63 78.60

Add : Balance brought forward from 124.63 72.90 124.83 72.90

previous year

Profit available for appropriation 183.46 151.31 190.46 151.50

Appropriations :

Transfer to General Reserve 7.00 10.00 7.00 10.00

Proposed Dividend - 21.46 14.30 21.46 14.30

Provision For Tax on Proposed Dividend 3.56 2.38 3.56 2.38

Balance Carried to Balance Sheet 151.44 124.63 158.43 124.82

2. DIVIDEND :

In view of the 50th Year of the Company the Board, has decided to recommend Dividend 150% i.e. Rs. 3/- per Equity Share of Rs. 21- each for the Financial Year ended on 31.03.2011 as compared to Rs. 21- Per Equity Share (100%).

3. OPERATIONS :

Both Radiator and Gasket product groups, have sound manufacturing facilities which have been constantly upgraded and are supported by sophisticated Research and Development facilities for new projects or models OEM and other customers come up with. Banco has experienced over all growth of 13% as compared to previous year.

Given below are the top and bottom line figures.

(Rs. in Crores)

Year ended on Year ended on 31.03.2011 31.03.2010

Sales (Net) 459.98 407.15

PAT 58.83 78.41

DOMESTIC SALES :

During the Financial Year Company's domestic sales stands at 7 331.92 Crores against previous year ^ 272.62 Crores.

EXPORT SALES :

During the Financial Year, Company's Export Sales stands at Rs. 128.06 Crores against previous year ^ 134.53 Crores.

Overall sales mix remains as Domestic 72% (Previous Year 67%) and Export Sales 28% (Previous Year 33%).

4. DIRECTORS' RESPONSIBILITY STATEMENT.

In terms of Section 217(2AA) of the Companies Act,1956, the directors would like to state that:-

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

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

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

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

5. DIRECTORS :

Shri Samir K Patel , Shri Ram Devidayal and Shri Mukesh D Patel, would retire by rotation and being eligible, offer themselvers for re-appointment.

The Board has, on recommendation of Remuneration Committee decided to pay remuneration to Shri Vimal K Patel, as Chairman of the Company and Shri Mehul K Patel as Director of the Company w.e.f. 01.08.2011, subject to approval by Shareholders in the ensuing Annul General Meeting. The details of the proposal for approval by shareholders is included in the Notice of ensuing Annual General Meeting.

Shri Shailesh Thakker has been re-appointed as Executive Director & CFO w,e,f, from 20.07.2011 for a further period of three years subject to approval by Shareholders in the ensuing Annul General Meeting.

The details of the proposal for approval by shareholders is included in the Notice of ensuing Annual General Meeting.

The Board is of the view that their considerable experience and business acumen would be of great value to your Company.

6. AUDIT COMMITTEE:

Audit Committee as constituted in terms of Section 292A of the Companies Act, 1956, and Clause 49 of the Listing Agreement, with three independent Directors viz Shri Ram Devidayal as the Chairman, Shri Atul G Shroff, Shri Mukesh D Patel and Shri Vimal Patel as members performed inter alia the work assigned to it as laid down there under, during the year under review.

7. CORPORATE GOVERNANCE:

Pursuant to Clause 49 of the Listing Agreement with the Bombay Stock Exchange Ltd and National Stock Exchange of India Limited, a Management Discussion and Analysis, Corporate Governance Report and Auditors' Certificate regarding compliance of conditions of Corporate Governance are made a part of the Annual Report, as Annexure "A". The Company is regular in payment of Listing Fees to the Stock Exchanges.

8. PARTICULARS OF EMPLOYEES:

The Company does not have any employee covered under Section 217(2A) of the Companies Act, 1956 and the Companies (Particulars of Employees) Rules, 1975, as amended.

9. COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988.

The particulars in accordance with the provisions of Section 217 (1) (e) of the Companies Act, 1956, read with the Companies (Disclosures of Particulars in the Report of Board of Directors) Rules, 1988 regarding Conservation of Energy, Technology absorption and Foreign Exchange earnings and outgo is given in the Annexure "B".

10. AUDITORS :

M/s. Shah & Co., Chartered Accountants, Mumbai, Auditors of the Company retire at the conclusion of ensuing Annual General Meeting. The retiring Auditors being eligible in terms of Provisions of Companies Act, 1956 and Listing Agreement, have expressed their willingness for reappointment as Statutory Auditors of the Company. You are requested to appoint the Auditors and fix their remuneration.

11. SUBSIDIARIES.

11.1 Nederlandse Radiateuren Fabriek B.V - Netherlands

Nederlandse Radiateuren Fabriek B.V. Netherlands, and its subsidiaries, are engaged in the business of manufacturing and distribution of heat transfer products. During the Year, the Company has taken many initiatives in areas of productions, marketing and other operational areas. We expect that these initiatives will yield results in time to come.

11.2 Kilimanjaro Biochem Limited - Tanzania

During the Year under review, Kilimanjaro Biochem Limited has become Wholly Owned Subsidiary of the Company w.e.f. 01.02.2011.

This Company is in advanced stage of implementation of a manufacturing project to manufacture Potable Alcohol in Tanzania.

The commencement of Trial Runs and Commercial Production is expected during the year.

During initial period, it is expected to cater to local demands.

It has not started commercial production/activity during the year ended on 31.03.2011.

In terms of the Circular No. No: 5/12/2007-CL-lll dated 08.02.2011 and subsequent clarification in this regard issued by Ministry of Corporate Affairs, the Balance Sheet and Profit and Loss Account and other documents of these subsidiaries are not attached with Balance Sheet of this Company. However, the Financial Summery, as required, is included and forms part of this Report. The Annual Accounts and other Financial information related to subsidiaries shall be made available to any member on request and the same are available open for inspection at the Registered Office of y6ur Company and that of respective subsidiaries.

The accounts of the subsidiaries are consolidated with the accounts of the Company in accordance with Accounting Standard 21 (AS 21) prescribed by The Institute of Chartered Accountants of India. The consolidated accounts and the consolidated financial information of the subsidiaries from part of the Annual Report.

12. PUBLIC DEPOSITS:

As on 31st March, 2011 no deposits were due for repayment and remained unclaimed and therefore no deposit have since been refunded.

13. INSURANCE:

All the properties and insurable interests of the Company including buildings, plant and machineries and stocks, have been adequately insured.

14. INDUSTRIAL RELATIONS:

Overall industrial relation continued to be cordial. The Directors place on record their appreciation for the continued support and co-operation of all the employees.

15. ACKNOWLEDGEMENT:

The Board places on record its deep appreciation for the co-operation and continued support received by the Company from Shareholders, Banks, Depositors and Employees during the year.

By Order of the Board,

Date : 14.07.2011 Vimal K. Patel

Place : Bil Chairman


Mar 31, 2010

The Directors have pleasure in presenting the 49th Annual Report together with the audited statements of accounts for the year ended 31.03.2010.

1. FINANCIAL RESULTS (Rs. in Lacs)

Particulars Stand alone Consolidated

Year ended on Year ended on Year ended on Year ended on 31.03.2010 31.03.2009 31.03.2010 31.03.2009

Total Turnover 41731.29 29470.98 47133.89 N.A.

Profit Before Taxation 9827.83 4790.36 9893.69 N.A.

Less: Provision for taxation 1950.00 565.26 1996.54 N.A.

MAT Credit Entitlement - (117.00) - N.A.

Deferred Tax Liability 37.08 195.99 37.08 N.A.

Profit After Tax 7840.75 4146.11 7860.07 N.A.

Add: Balance brought forward from previous year 7290.48 4643.15 7290.48 N.A.

Balance taken over from GIPL the Transferor Company - 259.84 - N.A.

Proposed Dividend of 2007-08 written back - 146.13 - N.A.

iShort Provision of Tax of Previous Years - 0.35 - N.A.

Prof it available for appropriation 15131.23 9195.58 15150.55 N.A.

Appropriations:

Transfer to General Reserve 1000.00 650.00 1000.00 N.A.

Proposed Dividend 1430.37 1072.78 1430.37 N.A.

Provision For Tax on Proposed Dividend 237.58 182.32 237.58 N.A.

Balance Carried to Balance Sheet 12463.28 7290.48 12482.60 N.A.

Total 15131.23 9195.58 15150.55 N.A.

2. DIVIDEND:

The Board, has decided to recommend Dividend 100% i.e. Rs. 21- per Equity Share of Rs. 21- each for the Financial Year ended on 31.03.2010.

3. OPERATIONS:

Both Gasket and Radiator product groups, have good manufacturing facilities which have been upgraded and are supported by sophisticated Research and Development facilities for new projects or models OEM customers come up with. There is over all growth of 41% as compared to previous year.

The detailed discussion is covered in Annexure-A, forming part of this Report on Management Discussion and Analysis.

Given below are the top and bottom line figures.

(Rs. in Lacs)

Year ended on Year ended on

31.03.2010 31.03.2009 Seles (Net) 20715 28792

PAT 7841 4146

DOMESTIC SALES:

During the Financial Year Companys domestic sales stands at Rs.27262 lacs against previous year Rs. 18003 lacs.

EXPORT SALES:

During the Financial Year, Companys Export Sales stands at Rs. 13453 Lacs against previous year Rs. 10789 Lacs.

Overall sales mix remains as Domestic 67 % (Previous Year 62%) and Export Sales 33% (Previous Year 38%).

4. DIRECTORS RESPONSIBILITY STATEMENT.

In terms of Section 217(2AA) of the Companies Act, 1956, the directors would like to state that:-

i) in the preparation of the annual accounts, the applicable Accounting Standards have been followed.

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

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

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

5. DIRECTORS:

During the year, the Board of Directors has appointed Shri Manubhai G Patel as Director on the Board in place of Shri Sudhir Munjal who had resigned.

The Board of Directors has appointed Shri Kiran Shetty as an additional Director on the Board of Directors of the Company.

He holds office of Director up to the date of ensuing Annual General Meeting. The Company has received notice from Member under Section 257 of the Companies Act, 1956 proposing his appointment as Director with requisite deposit.

Shri Kiran Shetty has also been appointed as Executive Director for a period of 3 years effective from 31.07.2010 on terms and conditions mentioned in the agreement in this regard subject to the approval of the shareholders.

Shri A.G.Shroff and Shri M.G. Patel are retiring by rotation and being eligible, offer themselvers for re-appointment.

The Board is of the view that their considerable experience and business acumen would be of great value to your Company.

Shri Kersi P Kapadia, the Executive Director of the Company has resigned w.e.f. 31.05.2010. The Company, do place on record its appreciation towards the contribution made by him, during his tenure as director of the Company.

6. AUDIT COMMITTEE:

Audit Committee as constituted in terms of Section 292A of the Companies Act, 1956, and Clause 49 of the Listing Agreement, with three independent Directors viz Shri Ram Devidayal as the Chairman, Shri Atul G Shroff and Shri Mukesh D Patel as Members, performed inter alia the work assigned to it as laid down there under, during the year under review.

7. CORPORATE GOVERNANCE:

Pursuant to Clause 49 of the Listing Agreement with the Bombay Stock Exchange Ltd. and National Stock Exchange of India Limited, a Management Discussion and Analysis, Corporate Governance Report and Auditors Certificate regarding compliance of conditions of Corporate Governance are made a part of the Annual Report, as Annexure "A". The Company is regular in payment of Listing Fees to the Stock Exchanges.

8. PARTICULARS OF EMPLOYEES:

Particulars of employees required to be furnished under Section 217(2A) of the Companies Act, 1956 and the Companies (Particulars of Employees) Rules.1975 is furnished as Annexure "B".

9. COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988.

The particulars in accordance with the provisions of Section 217 (1) (e) of the Companies Act, 1956, read with the Companies (Disclosures of Particulars in the Report of Board of Directors) Rules, 1988 regarding Conservation of Energy, Technology absorp-tion and Foreign Exchange earnings and outgo is given in the Annexure "C".

10. AUDITORS:

M/s. Shah & Co., Chartered Accountants, Mumbai, Auditors of the Company retire at the conclusion of ensuing Annual General Meeting. The retiring Auditors being eligible in terms of Provisions of Companies Act, 1956 and Listing Agreement, have expressed their willingness for reappointment as Statutory Auditors of the Company. You are requested to appoint the Auditors and fix their remu-neration.

11. SUBSIDIARIES.

11.1 Nederlandse Radiateuren Fabriek B.V - Netherlands incorporated in Netherlands

During the year Nederlandse Radiateuren Fabriek B.V - Netherlands has become 100% Wholly Owned Subsidiary of the Company in view of acquisition, by the Company, by purchasing 100% of its equity from its shareholders at an aggregate consideration of Euro 17.70 million w.e.f. 23.02.2010 (engaged in the business of manufacturing and distribution of heat transfer products).

11.2 Kilimanjaro Biochem Limited - Tanzania

Kilimanjaro Biochem Limited is in process of implementing a manufacturing project.

Kilimanjaro Biochem Limited has not started any commercial activity during the year ended on 31.03.2010.

The Consolidated Financial Statements, together with the Report of the Auditors for the year ended on 31.03.2010 and other information as per applicable Rules and Regulations, in respect of the aforesaid subsidiaries are attached herewith.

The accounts of the subsidiaries are consolidated with the accounts of the Company in accordance with Accounting Standard 21 (AS 21) prescribed by The Institute of Chartered Accountants of India. The consolidated accounts and the consolidated financial information of the subsidiaries form part of the annual report.

The Annual Audited Accounts of the aforesaid subsidiary companies are appended at end of this Annual Report as required by the applicable legal provisions.

12. PUBLIC DEPOSITS:

As on 31st March,2010 no deposits were due for repayment and remained unclaimed and therefore no deposit have since been refunded.

13. INSURANCE:

All the properties and insurable interests of the Company including buildings, plant and machineries and stocks, have been adequately insured.

14. INDUSTRIAL RELATIONS:

Overall industrial relation continued to be cordial. The Directors place on record their appreciation for the continued support and co-operation of all the employees.

15. ACKNOWLEDGEMENT:

The Board places on record its deep appreciation for the co-operation and continued support received by the Company from Shareholders, Banks, Depositors and Employees during the year.

By Order of the Board,

Date : 31.07.2010 Vimal K. Patel

Place : Bit Chairman

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