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Directors Report of Bright Brothers Ltd.

Mar 31, 2017

Dear Shareholders,

On behalf of the Board of Directors, it is our pleasure to present the 70th Annual Report together with the Audited Statement of Accounts of Bright Brothers Limited ("the Company") for the year ended 31st March, 2017.

Financial Performance:

(Rs. in Lakhs)

Particulars

Year Ended 31st March, 2017

Year Ended 31st March, 2016

Net Sales and Operating Income

18,353.47

15,441.56

Less: Expenses

17,581.79

15,262.53

Operating Profit

771.68

179.03

Add: Other Income

176.62

137.91

Financial Costs

448.18

405.90

Depreciation

485.80

498.20

Profit/(loss) before tax

14.32

(587.16)

Less: Tax Related to Earlier Years

2.06

1.89

Profit/(loss) after tax

12.26

(589.05)

Balance Profit of previous year

403.06

1128.84

Distributable profit

415.32

539.79

APPROPRIATIONS:

Proposed Dividend

113.60

113.60

Tax on Dividend

23.13

23.13

Balance Carried to Balance Sheet

278.59

403.06

Summary of Operations:

The total operational income for the year ended 31st March, 2017 stood at Rs.18,353.47 lakhs as against Rs.15,441.56 lakhs in the previous year resulting in an increase of Rs.2,911.91 lakhs as compared to the previous year.

The Operating Profit before Depreciation, Finance Cost and Tax for the year ended 31st March, 2017 amounted to Rs.771.68 lakhs as against Rs.179.03 lakhs in the previous year.

The Year in Retrospect

In 2016, global growth is projected to slow to 3.1% which reflects a more subdued outlook for advanced economies following the U.K. vote in favour of leaving the European Union (Brexit) and weaker than expected growth in United States. These developments have put a downward pressure on global interest rates and hence, monetary policy is now expected to remain accommodative for some time.

The Government of India announced demonetisation of high denomination bank notes of Rs.1,000 and Rs.500, with effect on 8th November, 2016, in order to eliminate black money and the growing menace of fake Indian currency notes, thereby creating opportunities for improvement in economic growth.

GDP figures for Q3 FY 2016 astonished on the upside, showing no significant slowdown from the government''s demonetization. The data for the fourth quarter is positive: industrial production rebounded in January and the PMIs rose in February.

Indian markets recorded a modest growth of 1.95 to 3 per cent (Sensex was up by 1.95 per cent while Nifty was higher by 3 per cent) for the calendar year 2016 as compared to losses registered in 2015. For the first time since the meltdown of 2008, Net Foreign Portfolio Investments (FPI) have turned negative led by an increase in the US Fed rate by the Federal Reserve leading to outflows from several emerging market economies.

Outlook for the current year

Global economic activity is picking up with a long-awaited cyclical recovery in investment, manufacturing, and trade. World growth is expected to rise from 3.1 percent in 2016 to 3.5 percent in 2017 and 3.6 percent in 2018. Stronger activity, expectations of more robust global demand, reduced deflationary pressures and optimistic financial markets are all upside developments. But structural impediments to a stronger recovery and a balance of risks that remains tilted to the downside, especially over the medium term, remain important challenges. Overall, there is a need for credible strategies in advanced economies, emerging markets and developing ones to tackle a number of common challenges in an integrated global economy.

Numerous foreign companies are setting up their facilities in India on account of various government initiatives which aim to boost the manufacturing sector of the Indian economy to increase the purchasing power of the average Indian consumer which would further boost demand and hence, spur development in addition to benefiting investors. The Government of India under the Make in India initiative, is trying to give a boost to the contribution made by the manufacturing sector and aims to take it up to 25 per cent of the GDP from the current 17 per cent.

Industrial production growth lost steam in April and the PMIs pointed in different directions in May. However, household consumption is on the mend as the impact of demonetization fades and a healthy monsoon is seen supporting rural spending. The sweeping GST reform appears set to be rolled out on 1st July, simplifying India''s array of indirect taxes to four rates - 5%, 12%, 18% and 28%. While the reform is seen largely as positive in the long run, it is uncertain if many firms in the country are prepared for the transition and the implementation could disrupt activity temporarily.

Your Company has aimed at increasing capacity to cater to the customer demand and is making sustained efforts to utilize the increased capacity and improve sales which is expected to give better result in the year 2017-18.

Material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the financial year till the date of report.

There is no material event that has occurred from the end of the financial year till the date of the Directors'' Report.

Dividend and Reserves:

Your Directors are pleased to recommend a dividend of Rs.2 per Equity Share on 56,80,235 Equity Shares of '' 10 each for the financial year ended 31st March, 2017. The said dividend, if approved by the members, would involve a cash outflow Rs.136.73 lakhs comprising of Rs.113.60 lakhs as dividend and Rs.23.13 lakhs as tax on dividend.

The dividend will be paid subject to the approval of shareholders at the forthcoming Annual General Meeting to those shareholders whose names appear on the Register of Members of the Company as on the specified date.

During the year under review, no amount was transferred to General Reserves.

Share Capital:

The paid up Equity Share Capital as on 31st March, 2017 was Rs.567.60 lakhs.

During the year, the Company has not issued any shares.

Loans, guarantees or investments:

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes accompanying the financial statements.

Fixed Deposits:

Your Company has not accepted any deposits from public.

However, the Company has deposits accepted from its members.

There has been no deposit which was unpaid or unclaimed as at the end of the year.

There has not been any default in repayment of deposits or payment of interest thereon during the year. The Company is holding deposits of Rs.1,35,80,000/- accepted from members as at the end of the year.

Related party transactions:

All transactions entered with related parties for the year under review were on arm''s length basis and in the ordinary course of business and the provisions of Section 188 of the Companies Act, 2013 are not attracted. Thus, disclosure in AOC-2 is not required. Further, there are no material related party transactions during the year under review with the Promoters, Directors, and Key Managerial Personnel.

All Related Party Transactions are placed before the Audit Committee as also before the Board for approval. Omnibus approval was obtained for transactions which are repetitive in nature. A statement giving details of all the transactions entered into pursuant to omnibus approval are placed before the Audit Committee and Board for a review.

The policy on Related Party Transactions as approved by the Board of Directors has been uploaded on the website of the Company. None of the Directors has any pecuniary relationships or transactions vis-a vis the Company.

Insurance:

All the assets of the Company are fully insured against major risks.

Internal financial controls:

The internal financial controls with reference to the Financial Statements are commensurate with the size and nature of business of the Company.

Significant and material orders passed by the Regulators:

During the year under review, no significant and material orders were passed by the Regulators or Courts or Tribunals impacting the going concern status and Company''s operations.

Directors'' Responsibility Statement:

Pursuant to the requirement of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, your Directors confirm that:

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

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

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

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

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

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

Management Discussion and Analysis:

Management Discussion and Analysis of the financial conditions and result of operations of the Company for the period under review as required under Regulation 34(2)(e) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is given in a separate statement in the Annual Report as Annexure I.

Corporate Governance:

A separate report on Corporate Governance is set out in Annexure II.

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, an extract of the annual return in the form of MGT - 9 is annexed as Annexure III.

Meetings of the Board and its Committees:

The details of the Board meetings and various Committee meetings have been mentioned in the Report of Corporate Governance annexed as Annexure II.

Report of the Statutory Auditors and Notes to Financial Statements:

In the 67th Annual General Meeting held on 4th September, 2014, M/s. Desai Saksena & Associates, Chartered Accountants have been appointed as Statutory Auditors of the Company from the conclusion of the 67th Annual General Meeting till the conclusion of the 70th Annual General Meeting. Your Board intends to re-appoint M/s. Desai Saksena & Associates, Chartered Accountants for a further term of 5 years from the conclusion of this Annual General Meeting till the conclusion of 75th Annual General Meeting subject to ratification of their appointment at every Annual General Meeting.

Further, the Report of the Statutory Auditors along with notes to Schedules is enclosed to this report. The observations made in the Auditor''s Report are self-explanatory and therefore, do not call for any further comments.

Cost Audit:

As per the requirement of the Central Government and pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, your Company needs to conduct a Cost Audit for the financial year ending on 31st March, 2018.

The Board of Directors, on recommendation of the Audit Committee, has appointed M/s. S. R. Singh & Co., Cost Accountants, as Cost Auditor to audit the cost accounts of the Company for the financial year 2017-18 at a remuneration of '' 1,50,000/- plus tax as applicable and reimbursement of out of pocket expenses. As required under Companies Act, 2013, a resolution seeking members'' approval for the remuneration payable to the Cost Auditor forms part of the Notice convening Annual General Meeting.

Secretarial Audit:

In terms of Section 204 of the Act and Rules made there under, M/s. Kiran Golla & Associates, Practicing Company Secretary have been appointed Secretarial Auditor of the Company. The report of the Secretarial Auditor is enclosed as Annexure IV to this report.

The Report is self-explanatory and does not call for any further comments.

Whistle Blower Policy:

Pursuant to the requirement of the Act, the Company has approved its Whistle Blower Policy. This is also called a vigil mechanism.

This mechanism enables directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of the Company''s code of conduct or ethics policy.

Risk Management Policy:

The Company has developed and implemented the Risk Management Policy.

The Company considers ongoing risk management to be a core component of the management of the Company and understands that the Company''s ability to identify and address risk is central to achieving its corporate objectives.

The policy is in compliance with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and provisions of the Companies Act, 2013 which requires the Company to lay down procedures about risk assessment and risk minimization.

Directors and Key Managerial Personnel:

Smt. Hira Bhojwani, Whole Time Director of the Company will retire by rotation at the forthcoming Annual General Meeting and being eligible, offers herself for re-appointment.

Declaration by Independent Directors:

Mr. K. P. Rao, Dr. T. S. Sethurathnam and Mr. Byram Jeejeebhoy are independent Directors on the Board of your Company. In the opinion of the Board and as confirmed by these Directors, they fulfill the conditions specified in Section 149 of the Act and the Rules made there under about their status as Independent Directors of the Company.

Company''s Policy on Appointment and Remuneration:

The objective of Remuneration Policy is to attract, motivate and retain qualified and expert individuals that the Company needs in order to achieve its strategic and operational objectives, whilst acknowledging the societal context around remuneration and recognizing interest of stakeholders.

Formal Annual Evaluation by the Board of its own performance and that of its Committees and individual Directors:

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a structured questionnaire was prepared after taking into consideration the various aspects of the Board''s functioning, composition of the Board and its Committees, culture, execution and performance of specific duties, obligations and governance. Accordingly, Board evaluated its own performance.

The performance evaluation of Independent Directors was also completed considering the same criteria. The performance evaluation of the Chairman and Non-independent Directors was carried out by the Independent Directors in their seperate meeting conducted during the year.

The Board of Directors expressed their satisfaction with the evaluation process.

Transfer of Amounts to Investor Education and Protection Fund:

During the year, your Company has transferred funds lying unpaid or unclaimed for a period of seven years to the Investor Education and Protection Fund (IEPF).

Pursuant to the provisions of the Investor Education Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, the Company has filed the necessary form and uploaded the details of unpaid and unclaimed amounts lying with the Company as on 3rd August, 2016 (the date of previous Annual General Meeting) with the Ministry of Corporate Affairs.

Particulars of Employees:

None of the employees of the Company is falling under the criteria of remuneration as set out in Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Disclosure pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the Annexure forming part of the Annual Report.

Having regard to the provisions of Section 136(1) read with its relevant proviso of the Companies Act, 2013, the Annual Report excluding the aforesaid information is being sent to the members of the Company. The said information is available for inspection at the Registered Office of the Company during working hours and any member interested in obtaining such information may write to the Company Secretary.

Human Resources:

Your Company treats its human resources as one of its most important assets.

Your Company is focused on the promotion of talent internally through job rotation and job enlargement.

Prevention, Prohibition and Redressal of Sexual Harassment at Workplace:

Your Directors state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

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

Information given as required under Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014.

A. Conservation of Energy:

Continuous monitoring and awareness amongst employees has helped to avoid wastage of energy. Various investments in reducing the consumption of energy has helped the Company to reduce the overall power consumption.

Continuous study and analysis for energy conservation, installation of energy efficient equipments has resulted into lower units of power consumption per kg production of finished products. Energy Conservation measures taken:

- Energy efficient pump for cooling tower.

- Installation of servo drives in injection moulding machines to reduce power consumption.

- Replacement of higher HP motor with lower HP motor.

- Replacement of CFL with LED lights.

B. Technology Absorption, Adaptation and Innovation:

NOT APPLICABLE

C. Foreign Exchange Earnings and Outgo:

The particulars of foreign exchange utilized during the year are given in Clause a, b and c of Note No. 35 of Notes accompanying the financial statements.

Acknowledgement:

Your Directors place on record their appreciation for employees at all levels who have contributed to the growth and performance of your Company.

Your Directors also thank the clients, vendors, bankers, shareholders and advisers of the Company for their continued support.

Your Directors also thank the Central and State Government and other statutory authorities for their continued support.

For and on behalf of the Board,

BRIGHT BROTHERS LIMITED

Suresh Bhojwani

Chairman & Managing Director

DIN 00032966

Place : Mumbai

Date : 8th May, 2017


Mar 31, 2016

Dear Shareholders,

On behalf of the Board of Directors, it is our pleasure to present the 69th Annual Report together with the Audited Statement of Accounts of Bright Brothers Limited ("the Company") for the year ended 31st March, 2016.

Financial Performance:

(Rs. in Lakhs)

Particulars

Year Ended 31st March, 2016

Year Ended 31st March, 2015

Net Sales and Operating Income

15,441.56

16,242.22

Less: Expenses

15,262.53

15,707.54

Operating Profit

179.03

534.68

Add: Other Income

137.91

232.46

Financial Costs

405.90

441.18

Depreciation

498.20

464.36

Profit/(loss) before tax

(587.16)

(138.40)

Less: Tax Related to Earlier Years

1.89

(2.68)

Profit/(loss) after tax

(589.05)

(135.72)

Balance Profit of previous year

1,128.84

1,400.87

Distributable profit

539.79

1,265.15

APPROPRIATIONS:

Proposed Dividend

113.60

113.60

Tax on Dividend

23.13

22.71

Balance Carried to Balance Sheet

403.06

1,128.84

Summary of Operations:

The total operational income for the year ended 31st March, 2016 stood at Rs. 15,441.56 lakhs as against Rs. 16,242.22 lakhs in the previous year resulting in a decrease of Rs. 800.66 lakhs as compared to the previous year.

The Operating Profit before Depreciation, Finance Cost and Tax for the year ended 31st March, 2016 amounted to Rs. 179.03 lakhs as against Rs. 534.68 lakhs in the previous year showing a decrease of 66.52% due to changes in the product mix, pricing, increase in operating costs and provisions.

The Year in Retrospect:

In 2015, global economic activity remained subdued. Growth in emerging markets and developing economies, while still accounting for over 70% of global growth, declined for the fifth consecutive year.

Three key transitions continue to influence the global outlook:

(1) The gradual slowdown and rebalancing of economic activity in China away from investment and manufacturing towards consumption and services;

(2) Lower prices for energy and other commodities; and

(3) A gradual tightening in monetary policy in the United States in the context of a resilient U.S. recovery as several other major advanced economy central banks continue to ease monetary policy.

Outlook for the current year:

In the midst of a weak global economy and the crash of the Chinese stock market, India''s economic growth rate has eclipsed all others. The Indian economic outlook for 2016 is bright relative to the global economy with businesses expressing enormous faith in the economic policies of the NDA government.

Notwithstanding delays in domestic policy reforms, "India''s economy is slowly gaining momentum, with an expected GDP growth of 7.3% and 7.5% in 2016 and 2017, respectively. Despite some delays in domestic policy reforms and enduring fragilities in the banking system, investment demand is supported by the monetary easing cycle, rising FDI and government efforts towards infrastructure investments and public-private partnerships."

Your Company has been making sustained efforts to improve sales and capacity utilisation which is expected to give better results in the next financial year.

Material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the financial year till the date of report:

There is no material event that has occurred from the end of the financial year till the date of the Director''s Report.

Dividend and Reserves:

Your Directors are pleased to recommend a dividend of Rs. 2 per Equity Share on 56,80,235 Equity Shares of Rs. 10 each for the financial year ended 31st March, 2016. The said dividend, if approved by the members, would involve a cash outflow Rs. 136.73 lakhs comprising of Rs. 113.60 lakhs as dividend and Rs. 23.13 lakhs as tax on dividend.

The dividend will be paid subject to the approval of shareholders at the forthcoming Annual General Meeting to those Shareholders whose names appear on the Register of Members of the Company as on the specified date.

During the year under review, no amount was transferred to General Reserves.

Share Capital:

The paid up Equity Share Capital as on 31st March, 2016 was Rs. 567.60 lakhs. During the year, the Company has not issued any shares.

Loans, guarantees or investments:

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes accompanying the financial statements.

Fixed Deposits:

Your Company has not accepted any deposits from public.

However, the Company has deposits accepted from its members.

There has been no deposit which was unpaid or unclaimed as at the end of the year.

There has not been any default in repayment of deposits or payment of interest thereon during the year. The Company is holding deposits of Rs. 1,37,80,000/- accepted from members as at the end of the year.

Related party transactions:

All transactions entered with related parties for the year under review were on arm''s length basis and in the ordinary course of business and the provisions of Section 188 of the Companies Act, 2013 are not attracted. Thus, disclosure in AOC-2 is not required. Further, there are no material related party transactions during the year under review with the Promoters, Directors, and Key Managerial Personnel.

All Related Party Transactions are placed before the Audit Committee as also before the Board for approval. Omnibus approval was obtained for transactions which are repetitive in nature. A statement giving details of all the transactions entered into pursuant to omnibus approval are placed before the Audit Committee and Board for their review.

The policy on Related Party Transactions as approved by the Board of Directors has been uploaded on the website of the Company. None of the Directors have any pecuniary relationships or transactions vis-a vis the Company.

Insurance:

All the assets of the Company are fully insured against major risks.

Internal financial controls:

The internal financial controls with reference to the Financial Statements are commensurate with the size and nature of business of the Company.

Significant and material orders passed by the regulators:

During the year under review, no significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and Company''s operations.

Director''s Responsibility Statement:

Pursuant to the requirement clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, your Directors confirm that:

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

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

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

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

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

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

Management Discussion and Analysis:

Management Discussion and Analysis of the financial conditions and result of operations of the Company for the period under review as required under Regulation 34(2)(e) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is given in a separate statement in the Annual Report in Annexure I.

Corporate Governance:

A separate report on Corporate Governance is set out in Annexure II.

Extract of Annual Return:

Pursuant to Section 92(3) of the Companies Act, 2013 (''the Act'') and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of the annual return is annexed as Annexure III.

Meetings of the Board and its Committees:

The details of the Board meetings and various Committee meetings have been mentioned in the Report of Corporate Governance annexed as Annexure II.

Report of the Statutory Auditors and Notes to Financial Statements:

In the 67th Annual General Meeting held on 4th September, 2014, M/s. Desai Saksena & Associates, Chartered Accountants (FRN: 102358W) have been appointed as Statutory Auditors of the Company to hold office from the conclusion of the 67th Annual General Meeting till the conclusion of the 70th Annual General Meeting. Ratification for appointment of Statutory Auditors is being sought from the members of the Company at the ensuing Annual General Meeting.

Further, the report of the Statutory Auditors along with notes to Schedules is enclosed to this report. The observations made in the Auditor''s Report are self-explanatory and therefore, do not call for any further comments.

Cost Audit:

As per the requirement of the Central Government and pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost records and Audit) Rules, 2014 as amended from time to time, your Company needs to conduct a Cost Audit for the financial year ending on 31st March, 2017.

The Board of Directors, on recommendation of the Audit Committee, has appointed M/s. S. R. Singh & Co., Cost Accountants, as Cost Auditor to audit the cost accounts of the Company for the financial year 2016-17 at a remuneration of Rs. 1,50,000/- plus service tax as applicable and reimbursement of out of pocket expenses. As required under Companies Act, 2013, a resolution seeking members approval for the remuneration payable to the Cost Auditor forms part of the Notice convening Annual General Meeting.

Secretarial Audit:

In terms of Section 204 of the Act and Rules made there under, M/s. Kiran Golla & Associates, Practicing Company Secretary have been appointed Secretarial Auditor of the Company. The report of the Secretarial Auditor is enclosed as Annexure IV to this report.

The report is self-explanatory and does not call for any further comments:

Report under Regulation 30(1) and 30(2) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 have been submitted in the old format.

Whistle Blower Policy:

Pursuant to the requirement of the Act, the Company has approved its Whistle Blower Policy. This is also called a vigil mechanism.

This mechanism enables directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of the Company''s code of conduct or ethics policy.

Risk Management Policy:

The Company has developed and implemented the Risk Management Policy.

The Company considers ongoing risk management to be a core component of the Management of the Company and understands that the Company''s ability to identify and address risk is central to achieving its corporate objectives.

The policy is in compliance with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and provisions of the Companies Act, 2013 which requires the Company to lay down procedures about risk assessment and risk minimization.

Directors and Key Managerial Personnel:

Mr. Suresh Bhojwani, Whole Time Director of the Company will retire by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for re-appointment.

Smt. Hira T. Bhojwani was appointed as Whole-time Director- Commercial in the 65th Annual General Meeting of the Company held on 3rd August, 2012 for a term of 3 (three) years. Her term of office expires on 31st March, 2016. Pursuant to the recommendations of the Nomination & Remuneration

Committee and subject to the approval of the Shareholders, Smt. Hira T. Bhojwani was re-appointed by the Board of Directors at its meeting held on 19th May, 2016 for a further period of 3 (three) years w.e.f 1st April, 2016.

The resolution seeking approval of members for re-appointment of Directors is incorporated in the notice of Annual General Meeting of the Company along with the brief details about them.

Mr. Chirag Shah - Senior General Manager (Finance & Accounts) has been appointed as Chief Financial Officer of the Company w.e.f. 1st June, 2015 and Ms. Sarita Magar has been appointed as Company Secretary & Compliance Officer w.e.f. 24th July, 2015.

Declaration by Independent Directors:

Mr. K. P. Rao, Dr. T. S. Sethurathnam and Mr. Byram Jeejeebhoy are Independent Directors on the Board of your Company. In the opinion of the Board and as confirmed by these Directors, they fulfill the conditions specified in section 149 of the Act and the Rules made there under about their status as Independent Directors of the Company.

Company''s Policy on Appointment and Remuneration:

The objective of remuneration policy is to attract, motivate and retain qualified and expert individuals that the Company needs in order to achieve its strategic and operational objectives, whilst acknowledging the societal context around remuneration and recognizing interest of stakeholders.

Formal Annual Evaluation by the Board of its own performance and that of its Committees and individual Directors:

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 a structured questionnaire was prepared after taking into consideration the various aspects of the Board''s functioning, composition of the Board and its Committees, culture, execution and performance of specific duties, obligations and governance.

The performance evaluation of Independent directors was completed. The performance evaluation of the Chairman and the Non-independent Directors was carried out by the Independent Directors. The Board of Directors expressed their satisfaction with the evaluation process.

Separate meeting of Independent Directors was conducted during the year.

Transfer of Amounts to Investor Education and Protection Fund:

During the year, your Company has transferred funds lying unpaid or unclaimed for a period of seven years to the Investor Education and Protection Fund (IEPF).

Pursuant to the provisions of the Investor Education Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012, the Company has filed the necessary form and uploaded the details of unpaid and unclaimed amounts lying with the Company as on 16th September, 2015 (the date of previous Annual General Meeting), with the Ministry of Corporate Affairs.

Particulars of Employees:

None of the employees of the Company is falling under the criteria as set out in Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 regarding remuneration.

Disclosure pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the Annexure forming part of the Annual Report.

Having regard to the provisions of Section 136(1) read with its relevant proviso of the Companies Act, 2013, the Annual Report excluding the aforesaid information is being sent to the members of the Company. The said information is available for inspection at the Registered Office of the Company during working hours and any member interested in obtaining such information may write to the Company Secretary.

Human Resources:

Your Company treats its "human resources" as one of its most important assets.

Your Company is focused on the promotion of talent internally through job rotation and job enlargement.

Prevention, Prohibition and Redressal of Sexual Harassment at Workplace:

Your Directors state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

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

Information given as required under Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014.

A. Conservation of Energy:

Continuous monitoring and awareness amongst employees has helped to avoid wastage of energy. Various investments in reducing the consumption of energy has helped the Company to reduce the overall power consumption.

Continuous study and analysis for energy conservation, installation of energy efficient equipments has resulted into lower units of power consumption per kg production of finished products. Energy Conservation measures taken:

- Installation of Variable Frequency Drives (VFD) to reduce the power consumption of old machines.

- Energy efficient pump for cooling tower.

- Installation of servo drives in injection moulding machines to reduce power consumption.

- Replacement of higher HP motor with lower HP motor.

- Replacement of CFL with LED lights.

B. Technology Absorption, Adaptation and Innovation:

NOT APPLICABLE

C. Foreign Exchange Earnings and Outgo:

The particulars of foreign exchange utilized during the year are given in Clause a, b and c of Note No. 34 of Notes accompanying the financial statements.

Acknowledgement:

Your Directors place on record their appreciation for employees at all levels who have contributed to the growth and performance of your Company.

Your Directors also thank the clients, vendors, bankers, shareholders and advisers of the Company for their continued support.

Your Directors also thank the Central and State Government and other Statutory authorities for their continued support.

For and on behalf of the Board,

BRIGHT BROTHERS LIMITED

Suresh Bhojwani

Chairman & Managing Director

DIN 00032966

Place : Mumbai

Date : 19th May, 2016


Mar 31, 2014

Dear members,

The Directors are pleased to present the 67th Annual Report together with the Audited Financial Statement for the year ended 31st March, 2014.

Financial Highlights:

The financial performance for the year ended 31st March, 2014 vis-a-vis performance for the previous year ended 31st March, 2013 is as under:

Particulars (Rs. in Lakhs) Year Ended Year Ended March-2014 March-2013

Net Sales and Operating Income 14982.53 14712.59

Less: Expenses 14229.39 14160.27

Operating Profit 753.14 552.32

Add: Other Income 175.47 334.27

Financial Costs 461.10 471.46

Depreciation 457.40 448.42

Profit for the Year 10.11 (33.29)

Less: Tax Related to Earlier 252.76 (43.58) Years Refund/(Expenses)

Profit / (Loss) After Tax 262.87 (76.87)

Balance of Profit of 1270.02 1478.92 previous year

Distributable profit 1532.89 1402.04

APPROPRIATIONS :

Proposed Dividend 113.60 113.60

Tax on Dividend 18.43 18.43

Balance Carried to 1400.87 1270.02 Balance Sheet

Operating Results:

The total operational income for the year ended 31st March, 2014 stood at Rs. 14982.53 lakhs as against Rs. 14712.59 lakhs in the previous year resulting in an increase of Rs. 269.94 lakhs (1.83%) as compared to the previous year.

The Operating Profit before Depreciation, Finance Cost and Tax for the year ended March 31, 2014 amounted to Rs. 753.14 lakhs as against Rs. 552.32 lakhs in the previous year showing an increase of 36%. Due to reduction in other income, the Profit for the year under review has shown a marginal increase compared to the previous year.

The Year in Reprospect:

During the period under review, the Country''s external trade has been impacted by slower than expected recovery in the developed markets. On the other hand, high inflation has impacted domestic consumption. India''s economy continued to face serious domestic as well as external challenges. The decline in the GDP growth rate as also in industrial activity and investments continued. Apart from overall growth slippage, inflation remained a major concern leading to higher input cost, thus putting pressure on margins. The Current Account Deficit is likely to be lower due to a steep reduction in gold imports, stable oil prices, increased exports in the second half of the year and a major reduction in Government expenditure. However, the Fiscal account deficit is still likely to be 4.5% of the GDP, which is a major threat to the economy. The major factors which have led to the above situation include policy paralysis/executional bottlenecks and a rise in oil, coal and gold imports.

Indian Industry has been in turmoil over the past few years. Bureaucratic hurdles to industrial projects such as delays in grant of approval, a down beat business environment due to slow policy reforms and a restrictive monetary policy have contributed to a collapse in investments, thus dragging down economic growth to its lowest level in a decade.

Factors like higher interest rates which have reduced consumer spending, reduction in expenditure, hawkish stand by RBI towards inflation have resulted in a negative growth in the Consumer Durable Industry. For the Indian economy, bringing down inflation without hurting growth remains a major challenge.

Outlook for the Current Year:

According to NCAER, India''s economic growth is likely to accelerate to 5.6% while Asian Development Bank projected India''s GDP growth rate at 5.5% for 2014-15 depending upon its ability to implement structural changes. The global economy has shown signs of recovery with improved financial conditions. The US is expected to emerge as the key growth driver with the EUROZONE turning the corner and with Japan initializing liberal financial policies. Due to this, it is expected that global growth will be higher at 3.9% compared to 3.7% in the previous year.

With an expected turnaround in developed economies, a stable Government at the Centre and considering the competitive position of the rupee, it is expected that exports of goods and services will increase.

However, during 2014-15 India faces the threat of a bad monsoon which in turn can strengthen inflation and dampen the growth spirit.

Dividend:

Your Directors are pleased to recommend a dividend of Rs. 2/- per Equity Share for the year ended 31st March, 2014 on 56,80,235 Equity Shares of Rs. 10/- each. The said Dividend, if approved by the Members, would involve a cash outflow of Rs. 132.03 lakhs comprising of Rs. 113.60 lakhs as dividend and Rs. 18.43 lakhs as tax on dividend which is at par with the previous year.

The dividend will be paid subject to the approval of shareholders at the forthcoming Annual General Meeting to those shareholders whose names appear on the Register of Members of the Company as on the specified date.

Fixed Deposits:

The Company has accepted fixed deposits from Directors and relatives of Directors under the Companies Act, 1956. The Company has not accepted any public deposits. There were no outstanding dues on account of principal and interest of fixed deposits as at the end of the year. The Company proposes to invite and accept fixed deposits from the shareholders in accordance with Section 73 to 76 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014. Attention of the Members is invited to the Item No. 9 in the Notice of the Annual General Meeting and the Explanatory Statement thereto.

Directorate:

Terms of appointment of Mr. Suresh Bhojwani, Managing Director of the Company expires on 31st January, 2015. Pursuant to the provisions of Section 196 and Section 197 of the Companies Act, 2013, the necessary resolution seeking the re-appointment and approving remuneration is placed before the Members in the Annual General Meeting for your approval.

During this Annual General Meeting, it is proposed to confirm the appointment of all the Independent Directors to bring their appointment in tune with the provisions of the Companies Act, 2013.

At present, your Company has 3 (Three) Non-executive Directors who are Independent Directors pursuant to the provisions of Clause 49 of the Listing Agreement. Pursuant to Section 149(4) of the Companies Act, 2013, every listed Company shall have one third of its total strength of the

Board of Directors as Independent Directors. Based on the present Composition of the Board of Directors and the number of Independent Directors, the Company complies with this requirement.

Pursuant to the provisions of Section 152 of the Companies Act, 2013 (Section 257 of the Companies Act, 1956) three (3) Non executive Directors will be seeking an appointment as Independent Directors at the ensuing Annual General Meeting. Consequent to appointment as Directors, they will occupy the position of Independent Directors.

The Company has, pursuant to the provisions of Clause 49 of Listing Agreement entered into with Stock Exchange appointed Mr. K. P. Rao, Dr. T. S. Sethurathnam and Mr. Byram Jeejeebhoy as Independent Directors of the Company. The Company has received declarations from the said Independent Directors confirming that they meet the criteria prescribed both under Section 149(6) of the Companies Act, 2013 and under Clause 49 of the Listing Agreement.

In accordance with the provisions of Section 149(4) and proviso to Section 152(5) of the Companies Act, 2013, these Directors are being appointed as Independent Directors to hold office for a period of five consecutive years.

Corporate Governance:

A separate report on Corporate Governance is set out in Annexure III.

Management Discussion and Analysis:

Management discussion and analysis of the financial conditions and result of operations of the Company for the period under review as required under Clause 49 of the Listing Agreement with Stock Exchange is given in a separate statement in the Annual Report in Annexure II.

Insurance:

All the assets of the Company are fully insured against major risks.

Directors'' Responsibility Statement:

Pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956, the Directors, based on the representation received from operative Management, confirm that:

(a) in the preparation of the annual accounts for the year ended 31st March, 2014, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

(b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on 31st March, 2014 and of the profit or loss of the Company for that period;

(c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(d) the Directors have prepared the annual accounts of the Company on a going concern basis.

Auditors:

At the ensuing Annual General Meeting, Members will be required to appoint Auditors for the financial year 2014-15. M/s Desai & Saksena, Chartered Accountants, the existing Auditor have furnished a certificate that if re-appointed for the financial year 2014-15, their re-appointment will be in accordance with Section 139 of the Companies Act, 2013.

The Board recommends their re-appointment. Members are requested to consider their re-appointment as Auditors of the Company for the current financial year and authorize the Board of Directors to fix their remuneration.

Secretarial Audit:

As required under Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company is required to appoint a Secretarial Auditor for auditing the secretarial and related record of the Company as prescribed under Companies Act, 2013 and to provide a report in this regard.

M/s. Kiran Martin Golla & Associates is appointed as Secretarial Auditor of the Company by the Board of Directors of the Company at its meeting held on 30th May, 2014 to carry out the necessary audit as required under the Companies Act, 2013.

Cost Audit:

The Ministry of Corporate Affairs, Cost Audit Branch, Government of India has issued an Order on 24th January 2012. In terms of this order, Companies whose shares are listed on the Stock Exchange or whose turnover is more than Rs. 100 crores in the immediately preceding financial year and engaged in specific industries are required to have the Cost Accounting records audited by a Cost Accountant or a firm of Cost Accountants effective 1st April, 2012.

Accordingly, the Board at their meeting held on 30th May, 2014 had on the recommendation of Audit committee appointed M/s. S. R. Singh & Co., Mumbai as Cost Auditors of the Company. They will audit the cost records for the year 2014-15.

The Company has filed the Cost Audit Report for the year 2012-13 with the Ministry of Corporate Affairs on 29th October, 2013.

Particulars of Employees:

There is no employee covered under Section 217(2A) of the Companies Act, 2013, read with the Companies (Particulars of Employees) Rules, 1975.

Companies Act, 2013:

The Companies Act, 2013 has become effective from April 1, 2014 and the rules relating to the Act were made effective subsequently. As per clarification given by Ministry of Corporate Affairs, the Board''s Report and the Financial Statement of the Company were prepared as per the provisions of Companies Act, 1956.

Other Information:

The particulars relating to conservation of Energy, Technology Absorption, Foreign Exchange Earnings and outgo required to be given pursuant to Section 217(1)(e) of the Companies Act 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is annexed hereto and forms part of this report.

Acknowledgements:

Your Directors would like to express their appreciation towards the contribution made by the employees at all levels and for their dedication and commitment to the Company. The Directors also acknowledge and are grateful to its customers, members, suppliers, bankers, business partners and Central and State Governments for their valuable support and co-operation. The Directors specially thank the shareholders for the confidence reposed by them in the Company.

For and on behalf of the Board of Directors SURESH BHOJWANI Chairman & Managing Director

Place : Mumbai Date : 30th May, 2014


Mar 31, 2013

To, The Members,

The Directors are pleased to present the 66th Annual Report with the audited accounts for the year ended 31st March, 2013.

The Year in Reprospect:

The year under review was a challenging year; the Indian economy continued to face serious domestic as well as external challenges. The decline in the growth rate of Gross Domestic Product (GDP), as also in industrial activity and investments, continued. Apart from overall growth slippage, inflation remained a major concern leading to higher input cost, putting pressure on margins. The Fiscal Deficit is likely to be lower due to reduction in the oil subsidy and reduction in Government Expenditure. However, the Current Account Deficit is likely to be 5.2% of the GDP, which is a major threat to the economy. The major factors which have led to the above situation includes policy and executional bottlenecks, rise in oil, coal and gold imports, deceleration of export and profit repatriation surge by MNC''s.

Indian industry has been in turmoil over the past few years. Bureaucratic hurdles to industrial projects such as delays in grant of approval, a down beat business environment due to slow policy reforms, and a restrictive monetary policy have contributed to a collapse in investment dragging down economic growth to its lowest level in a decade.

Factors like higher interest rates, reduction in rural spending by Government, high inflation and lower discretionary spending have resulted in negative growth in the Consumer Durable Industry. For the Indian economy, bringing down inflation without hurting growth remains a major challenge.

Outlook for the Current Year:

With Government pursuing fiscal consolidation, non food inflation pressures are finally moderating. With the expected reduction in interest rates by RBI, it is expected that growth will bounce back and the economy will achieve the growth rate of 6% in the year 2013-14.

Financial Performance:

A snapshot of your Company''s financial performance for the year ended 31st March, 2013 vis-a-vis performance for the previous year ended 31st March, 2012 is as under:

(Rs.n Lakhs)

Particulars Year Ended Year Ended March-2013 March-2012

Net sales and operating income 14712.59 12044.03

Less: Expenses 14160.27 11466.37

Earning before depreciation and finance costs 552.32 577.66

Other non-operational Income 334.27 358.23

Finance costs 471.46 312.60

Depreciation and amortization expenses 448.42 326.84

Profit/(loss) before tax (33.29) 296.45

Tax expenses (43.58) 67.34

Profit/(loss) after tax (76.87) 229.11

Profit brought forward from previous Years 1478.92 1401.84 Profit available for appropriation 1402.05 1630.95

APPROPRIATIONS:

General reserve 20.00

Proposed dividend 113.60 113.60

Corporate tax on dividend 18.43 18.43

Balance carried forward 1270.02 1478.92

Dividend:

The Board of Directors have recommended a dividend of Rs. 2/- per Equity Share for the year ended 31st March, 2013 on 56,80,235 Equity Shares of Rs. 10/- each subject to the approval of the members at the ensuing Annual General Meeting even in the absence of profit for the year, from and out of the balance available in Profit & Loss account for appropriation both as an investor friendly measure and to reflect a measure of confidence in the future. The said Dividend, if approved by the Members, would involve a cash flow of Rs. 132.03 lakhs including tax on dividend. (PY Rs. 132.03 lakhs).

Operational and Financial Highlights:

The operational and financial working of the Company and units are discussed in detail in the Management Discussion and Analysis forming part of this report.

Fixed Deposit:

The Company has no unpaid/unclaimed deposits on 31st March, 2013. The amount of fixed deposits held by the Company as on 31st March, 2013 was Rs. 291.30 lakhs of which Rs. 154.90 lakhs are from Directors.

Directorate:

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Dr. T S. Sethurathnam, Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment. The brief resume of the Director and other connected information have been detailed in the notice convening this Annual General Meeting. The Board recommends his appointment as a Director of the Company.

Corporate Governance:

A separate report on Corporate Governance is set out in Annexure II.

Insurance:

All the assets of the Company are fully insured against major risks.

Directors'' Responsibility Statement:

The Directors, based on the representation received from the operating management and in accordance with the provisions of Section 217(2AA) of the Companies Act, 1956 with respect to Directors'' Responsibility Statement, hereby confirm that:

(a) in the preparation of the annual accounts for the year ended 31st March, 2013, the applicable Accounting Standards have been followed and that there are no material departures from the same.

(b) 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 31st March, 2013 and of the loss of the Company for year ended on that date.

(c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(d) the Directors have prepared the annual accounts of the Company on a "going concern basis".

Auditors:

M/s. Desai Saksena and Associates, Chartered Accountants, hold office until the conclusion of ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The Company has received a letter from the Auditors to the effect that their re-appointment, if made, would be within the prescribed limit under Section 224(1B) of the Companies Act, 1956 and is not disqualified for re-appointment within the meaning of Section 226 of the said Act.

The Board recommends their re-appointment.

Cost Audit:

The Ministry of Corporate Affairs, Cost Audit Branch, Government of India has issued an Order on 24th January, 2012. In terms of this order, Companies whose shares are listed on the Stock Exchange or whose turnover is more than Rs. 100 crs in the immediately preceding financial year and engaged in specific industries are required to have the cost accounting records audited by a Cost Accountant or a firm of Cost Accountants effective 1st April, 2012.

Accordingly the Board at their meeting held on 31st May, 2013 had on the recommendation of Audit Committee appointed M/s. S. R. Singh & Company, Mumbai as Cost Auditors. They will audit the cost records for the year 2013-14.

Particulars of Employees:

In terms of the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, the name and other particulars of the employees are set out in the annexure to the Directors'' Report. Having regard to the provision of Sections 219(l)(b)(iv) of the said Act, the Annual Report excluding the aforesaid information is being sent to the members of the Company and other entitled thereto. Any member interested in obtaining a copy of the statement may write to the Company Secretary at Registered Office of the Company.

Other Information:

The particulars relating to conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo required to be given pursuant to Section 217(l)(e) of the Companies Act 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is annexed hereto and forms part of this report.

Acknowledgements:

Your Directors would like to express their appreciation of the contribution made by the employees at all levels and for their dedication and commitment to the Company The Directors also acknowledge and are grateful to its customers, members, suppliers, bankers, business partners and Central and State Governments for their valuable support and co-operation. The Directors specially thank the shareholders for the confidence reposed by them in the Company.

On behalf of the Board of Directors,

For Bright Brothers Ltd.

SURESH BHOJWANI

Chairman & Managing Director

Place : Mumbai

Date : 31st May, 2013


Mar 31, 2012

The Board of Directors have great pleasure in presenting to you the 65th Annual Report on the business and operations of your Company together with the Audited statement of accounts for the year ended 31st March, 2012.

Financial Performance:

(Rs in Lakhs)

Particulars Year Ended Year Ended

March-2012 March-2011

Net Sales and Operating Income 12004.07 12739.22

Less: Expenses 11439.40 12013.71

Operating Profit 564.68 725.52

Add: Other Non-operational Income 373.15 378.91

Earning Before Interest, Depreciation and Taxes 937.83 1104.43

Financial Expenses 312.60 326.55

Depreciation 326.84 277.71

Profit Before Tax 298.39 500.16

Tax Expenses 69.28 346.21

Profit After Tax 229.11 153.95

Balance brought forward from previous year 1401.84 1395.36

Balance available for Appropriation 1630.95 1549.31 Apropriations:

Transfer to General Reserve 20.00 15.00

Proposed Dividend on Equity Shares 113.60 113.60

Tax on Dividend 18.43 18.87

Profit & Loss balance carried forward to balance sheet 1478.92 1401.84

Dividend:

Your Directors are pleased to recommend a dividend of Rs 2/- per equity share for the year ended 31st March, 2012 on 56,80,235 equity shares of Rs 10/- each subject to the approval of the members at the ensuing Annual General Meeting. The said Dividend, if approved by the Members, would involve a cash flow of Rs 132.03 lakhs including tax on dividend, as against Rs 132.47 lakhs for the previous year.

Operational & Financial Highlights:

The operational working of the Company and units are discussed in detail in the Management Discussion and Analysis forming part of this report.

The turnover of the Company has shown a marginal decrease of 5.76% in value terms but in volume terms it has shown a 15% reduction. The Company operations suffered due to fire at Faridabad Unit in the month of April-2011 which has resulted in loss of capacity. In addition to this, the Refrigerator business has declined during the year by 15% due to a demand slump. These two factors have resulted in lower turnover and volume growth. The operational profit during the year has reduced by 22% due to higher operational costs.

Fixed Deposit:

The Company has no unpaid/unclaimed deposits on 31st March, 2012. The amount of fixed deposits held by the Company as on 31st March, 2012 was Rs 322.15 lakhs of which Rs 144.90 lakhs are from Directors.

Directorate:

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association, Mr. K.R Rao, Director of the Company retires by rotation at the ensuing Annual General Meeting of the Company and being eligible offers himself for re-appointment.

Corporate Governance:

A separate report on Corporate Governance is set out in Annexure II.

Insurance:

During the year, the Insurance Company has settled the claim on account of fire in respect of our Faridabad plant. The loss on account of Stock was Rs 32 lakhs whereas in case of Fixed Assets the Company has received an excess amount over WDV of Rs 38 lakhs.

All the assets of the Company are fully insured against major risks.

Directors' Responsibility Statement:

Pursuant to Section 217(2A) of the Companies Act, 1956, the Directors to the best of their knowledge and belief confirm that:

(a) In the preparation of the annual accounts, the applicable accounting standards have been followed and that there is no material departure.

(b) Appropriate accounting polices have been selected and applied consistently and have made judgements and estimates that are 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 profits of the Company for that period.

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

(d) The Annual Accounts have been prepared on a going concern basis.

Auditors:

The retiring Auditors M/s. Dhody & Associates, Chartered Accountants, (Firm Regn. No. 003837C) have informed the Company that they do not wish to seek reappointment as Auditor at the ensuing Annual General Meeting. The Board of Directors of the Company on the recommendation of the Audit Committee, at its meeting held on 24th May, 2012 proposed the appointment of M/s. Desai Saxena & Associates, Chartered Accountants (Firm Regn. No. 102358W), Mumbai, as Statutory Auditors for the year 2012-13 in place of retiring auditors.

Cost Auditor:

The Ministry of Corporate Affairs, Cost Audit Branch, Government of India has issued an Order on 24th January 2012. In terms of this order, Companies whose shares are listed on the Stock Exchange or whose turnover is more than Rs 100 crs in the immediately preceding financial year and engaged in specific industries are required to have the Cost accounting records audited by a Cost Accountant or a firm of Cost Accountants effective 1st April, 2012.

Accordingly the Board at their meeting held on 24th May, 2012, had on the recommendation of Audit committee of directors appointed M/s. Gangan & Company, Mumbai as Cost Auditors. They will audit the cost records for the year 2012-13.

Particulars of Employees:

During the year, there were no employees, who drew remuneration more than the limits specified under the provisions of Section 217 (2A) of the Companies Act 1956, read with the Companies (Particulars of Employees), Rules 1975, as amended.

Other Information:

The particulars relating to conservation of Energy, Technology Absorption, Foreign Exchange Earnings and outgo required to be given pursuant to Section 217(l)(e) of the Companies Act 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is annexed hereto and forms part of this report.

Acknowledgements:

The Board of Directors wishes to express its gratitude and sincere appreciation for the commitment and dedicated efforts put in by all the employees of the Company in achieving the results of the Company. The Directors also acknowledge and are grateful to its customers, members, suppliers, bankers, business partners and Central and State Governments for their continued support and confidence in the performance of the Company. The Directors specially thank the shareholders for the confidence reposed by them in the Company.

For and on behalf of the Board

SURESH BHOJWANI

Chairman & Managing Director

Place : Mumbai Date : 24th May 2012


Mar 31, 2011

The Members,

The Directors have great pleasure in presenting to you the 64th Annual Report together with Audited statement of Financial Accounts for the financial year ended 31st March 2011.

Financial Performance:

(? in Lakhs)

Particulars Year Ended Year Ended

March-2011 March-2010

Net Sales and Operating Income 12739.22 9892.16

Less: Expenses 12013.70 9458.01

Operating Profit 725.52 434.15

Add: Other Income 378.91 341.27 Profit Before Interest, Depreciation and Taxes 1104.43 775.42

Financial Expenses 326.55 272.04

Depreciation 277.71 197.98

Profit Before Tax 500.16 305.39

Less: Provision for tax (Including Deferred Tax) 80.22 20.00

Wealth Tax 2.00 2.23

Tax for prior period 263.99 -

Profit After Tax 153.95 283.16

Balance brought forward from previous years 1395.36 1266.02

Adjustments for prior period - (2.95)

Balance available for Appropriation 1549.32 1546.23

Appropriations :

Transfer to General Reserve 15.00 15.00

Proposed Dividend on Equity Shares 113.60 116.13

Corporate Tax on Dividend 18.86 19.74

Balance carried to Balance Sheet 1401.84 1395.36

Dividend:

Your Directors are pleased to recommend a dividend of ? 2/- per Equity share for the year ended 31st March 2011 on 56,80,235 Equity Shares of ? 10/- each subject to the approval of the Shareholders at the ensuing AGM. The Dividend payout, including tax on dividend of ? 18.86 lakhs will be ? 132.47 lakhs compared to ? 135.86 lakhs in the previous year.

Operational & Financial Highlights:

Up to third quarter of 2010-11, the Indian economy in general and Consumer Durable industry in particular has displayed growth and buoyancy but from the end of third quarter onwards the high finance cost, surging commodity prices and inflation kept the market conditions fiercely competitive and exerted relentless pressure on margins.

During the year the gross turnover has increased from ? 106.78 cr to ? 139.09 cr an increase of 30.25%. The operating profit has increased from ? 4.34 cr. to ? 7.25 cr., increase of 67%. The operational performance has improved mainly due to higher turnover, full year operation of Bhimtal unit compared to eight months operation for the previous year and better control on operational parameters.

In spite of reduction in investible surplus fund, due to higher yield from investment in Inter Corporate Deposit and units of mutual fund from third quarter onwards, the other income has increased from ? 3.41 cr. to ? 3.79 cr.

On working capital front, the Company continues to focus on the efficient management of stock and sundry debtors.

Based on the future projected requirements by our existing customers and to meet the requirements of Material handling Division, the Company has carried out major capital expansion at both the plants i.e. Faridabad and Puducherry, mainly for increasing the installed capacity and partly for replacement of old machines with a view to increase the productivity and reduce the power cost. The funding for the same has been met from a mixture of internal generation and surplus funds. This expansion will help us in reducing dependency on third party for job work and improve the responsiveness to meet the timely requirement of the customers.

Higher payout ratio of dividend and utilization of reserve for buy back of equity shares has resulted in marginal increase in free reserve by ? 27 lakhs.

Management Discussion and Analysis:

A detailed Management Discussion and Analysis of operations for the year under review, as stipulated under Clause 49(F) of the Listing Agreement with the Stock Exchange, is provided in annexure to this report.

Buy-Back of Shares:

During the year the Company completed the buyback of Equity shares on June 25, 2010, which had commenced on December 29, 2009. In the current year the Company bought back 1,26,332 shares for a sum of ? 61.02 lakhs (Excluding brokerage and other charges). On completion of the buyback process the total number of Equity shares bought back were 2,95,295 shares for ? 142 lakhs (excluding brokerage and other charges), which represented 31.55% of the total Buy-back size of ? 450 lakhs.

Fixed Deposit:

The Company has no unpaid/unclaimed deposits on 31st March 2011. The amount of fixed deposits held by the Company as on 31st March 2011 was ? 363.75 lakhs of which ? 140.45 lakhs are from Directors.

Directorate:

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association, Mr. Byram Jeejeebhoy, Director of the Company retires by rotation at the ensuing Annual General Meeting of the Company and being eligible offers himself for re-appointment.

Corporate Governance:

A separate report on Corporate Governance is set out in Annexure II.

Insurance:

All the insurable interests and risks of your Company including Inventories, Buildings, Plant & Machineries and other fixed assets are adequately insured against risk of fire and other risks.

On 16th April 2011 there was a major fire at our Faridabad unit which has substantially burnt our Finished goods and Work in progress stock, physical records, Computer hardware and software and other electrical installations. The damage to plant & machinery was not substantial due to which the Company could normalize the operation within a week.

The Company has filed the claim and the Board is confident of getting substantial relief from the Insurance Company.

Directors Responsibility Statement:

Pursuant to Section 217(2A) of the Companies Act, 1956, the Directors to the best of their knowledge and belief confirm that:

(a) In the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanations relating to the material departures.

(b) Appropriate accounting polices have been selected and applied consistently and have made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company for the financial year ended 31st March 2011 and of the profits made by the Company for that financial year.

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

(d) The Annual Accounts have been prepared on a going concern basis.

Auditors Report:

Under para 4 of the Auditors Report the Auditors have qualified the report in respect of Faridabad Unit for non-availability of accounting records due to fire at the unit on 16th April, 2011.

In this respect, the Board would like to state that as a result of the fire, the management could not produce the relevant vouchers and other records for verification. However, based on the Internal Audit Report for Stock Audit as on 31st March, 2011, accounting data which was available upto the date of fire and subsequent reconciliation with the parties, the management submitted the financial statements which reflect the true and fair view of the accounts of the Company. The Board assumes full responsibility for incorporating the said financial statements in the Annual Accounts.

Auditors:

The Companys Auditors, M/s. Dhody & Associates, Chartered Accountants, bearing Firm Registration No. 003837C hold office upto the conclusion of the forthcoming Annual General Meeting and being eligible are recommended for reappointment, on terms to be negotiated by the Audit Committee of the Board of Directors. They have furnished the requisite certificate that their re-appointment, if effected, will be in accordance with Sec. 224(1B) of the Companies Act, 1956

Particulars of Employees:

The Industrial relations during the year remained peaceful and cordial

As per provisions of Section 219(l)(b)(iv) of the Act, the Directors Report and Accounts are being sent to the members excluding the statement giving particulars of employees under Section 217(2A) of the Companies Act, 1956 read with the Companies (particulars of employees) Rules, 1975 as amended. Any Member interested in obtaining a copy of the statement may write to the Company Secretary.

Internal Control Systems:

The Company has in place adequate system of Internal Control to ensure compliance with policies and procedures. Internal Audit of all the units of the Company are regularly carried out to review the internal control systems and the Internal Audit Reports along with implementation and recommendations contained therein are constantly reviewed by the Audit Committee of the Board.

The Company has undertaken a detailed exercise to revisit its control system in technical and other non-financial area to align them properly with Management Information System. The maintenance of proper accounting records, safeguarding assets against loss and misappropriations, compliance of applicable law, rules and regulations and providing reasonable assurance against fraud will continue to remain central point of the entire control system.

Other Information:

The particulars relating to conservation of Energy, Technology Absorption, Foreign Exchange Earnings and outgo required to be given pursuant to Section 217(l)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is annexed hereto and forms part of this report.

Acknowledgements:

The Board of Directors wishes to express its gratitude and sincere appreciation for the commitment and dedicated efforts put in by all the employees of the Company in achieving the results of the Company. The Directors also acknowledge and are grateful to its customers, members, suppliers, bankers, business partners and Central and State Governments for their continued support and confidence in the performance of the Company.

On behalf of the Board of Directors

SURESH BHOJWANI

Chairman & Managing Director

Place: Mumbai

Date : 8th June, 2011


Mar 31, 2010

The Directors have pleasure in presenting their 63rd Annual Report together with Audited statement of Financial Accounts for the year ended March 31, 2010.

Financial results:

(Rs. in lakhs)

Particulars April-2009 to Jan-2008 to March-2010 March-2009 (12 months (15 months ended) ended)

Sales and Operating Income (Net) 9892.16 8865.87

Less: Expenses 9441.86 8823.44

Operating Profit 450.30 42.43

Add: Other Income 341.27 584.98

PROFIT BEFORE INTEREST, DEPRECIATION AND TAX 791.56 627.40

Financial Charges 272.04 325.54

Depreciation 197.98 160.61

PROFIT/(LOSS) BEFORE TAX 305.39 (25.05)

Less: Provision for tax (Including Deferred Tax) 20.00 444.80

Wealth Tax 2.23 --

PROFIT/(LOSS) AFTER TAX 283.16 (469.84)

Balance brought forward from previous year 1266.02 2175.69

Adjustments for prior period (2.95) --

Balance available for appropriation 1546.23 1705.84

APPROPRIATIONS:

General Reserve 15.00 200.00

Capital Redemption Reserve -- 100.00

Proposed Final Dividend on Equity Shares 116.13 119.51

Corporate Dividend Tax 19.74 20.31

Total 150.87 439.82

Balance Carried to Balance Sheet 1395.36 1266.02

Dividend:

Your Directors recommend a dividend @ 20% (Rs. 2/- per Equity share of Rs. 10/- each) for the year 2009-10 which will absorb a sum of Rs. 135.87 lakhs, together with Corporate dividend tax subject to the approval of members in the ensuing Annual General Meeting.

Operations and Financial Results:

The period under review is for twelve months compared to the fifteen months for the last year. Due to this the figures are not comparable.

During the year the Company has achieved substantial improvement both in turnover and operating profit. The operating profit has jumped from Rs. 42.43 lakhs to Rs. 450.30 lakhs during the current year. The detailed analysis of the units are given in Management Discussion and Analysis Report.

Acquisition of Bhimtal Unit:

During the year w.e.f. 2nd August, 2009, the Company acquired the water purifier component manufacturing business from M/s. Vijetha Polytek Pvt. Ltd. under slump sale basis located at Bhimtal, in the State of Uttaranchal. The investment made by the Company for this is Rs. 709.85 lakhs. The strategy behind acquisition of the said unit was to widen the product portfolio, the customer base and to deploy the funds for better yield.

The unit enjoys operational benefits due to lower overheads on account of power and personnel cost, proximity to customer and other fiscal concessions. During the year the unit achieved good turnover and profitability, which has helped in improving the performance of the Company. The tax holiday enjoyed by the unit has resulted in reducing the Income-tax liability.

Buy-Back of Shares:

During the year the Company announced Buy-back of shares from open market through Stock Exchange mechanism. Till 31st March, 2010 the Company has bought back 168963 shares out of which 133149 shares have been extinguished and the remaining shares were extinguished in the first week of April 2010. As on the date of the report the Company bought back 2,94,900 shares and has expended Rs. 141.81 lakhs (excluding brokerage and other charges), which represents 31.51% of the total Buy-back size of Rs. 450 lakhs.

Fixed Deposit:

The Company has no unpaid/unclaimed deposits on 31st March, 2010. The amount of fixed deposits held by the Company as on 31st March, 2010 was Rs. 340.50 lakhs, of which Rs. 140.55 lakhs are from Directors.

Directorate:

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association, Dr. T. S. Sethurathnam, Director of the Company retires by rotation at the ensuing Annual General Meeting of the Company and being eligible offers himself for re-appointment.

Corporate Governance:

Your Company is fully compliant with the Corporate Governance guidelines. The Statutory Auditors of the Company have examined the requirements of Corporate Governance with reference to Clause 49 of the Listing requirements and have certified the compliance as required under SEBI guidelines. The Certificate is reproduced as Annexure to this Report.

Report on Corporate Governance as well as Management Discussion and Analysis are attached herewith and forms part of the Directors Report in compliance with Clause 49 of the listing agreement.

Secretarial Audit:

As directed by Securities and Exchange Board of India (SEBI) Secretarial Audit is being carried out at the specified periodicity by a Practicing Company Secretary. The findings of the Secretarial Audit have been satisfactory.

DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the requirements of Section 217(2AA) of the Companies Act, 1956, your Directors hereby state and confirm that:

1. In the preparation of the annual accounts for the year ended 31st March, 2010; the applicable accounting standards have been followed along with the proper explanation relating to material departure.

2. They have followed such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period.

3. They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities and

4. They have prepared the annual accounts on a going concern basis.

Insurance:

All the insurable interests and risks of your Company including Inventories, Buildings, Plant & Machinery and other fixed assets are adequately insured against risk of fire and other risks.

Auditors:

M/s. Dhody & Associates, Chartered Accountants, Auditors of the Company retires at the conclusion of the ensuing Annual General Meeting and have expressed their willingness to act as Auditors of the Company, if appointed and have further confirmed that the said appointment would be in conformity with the provisions of the Section 224(1B) of the Act.

Members are requested to re-appoint M/s. Dhody & Associates, Chartered Accountants as the Auditors of the Company and authorize the Audit committee to fix their remuneration.

Industrial Relations:

During the year the industrial relations were cordial and harmonious and the management received full co-operation from the employees.

Particulars of Employees:

As per provisions of Section 219(l)(b)(iv) of the Act, the Directors Report and Accounts are being sent to the members excluding the statement giving particulars of employees under Section 217(2A) of the Companies Act, 1956 read with the Companies (particulars of employees) Rules, 1975 as amended. Any Member interested in obtaining a copy of the statement may write to the Company Secretary.

Other Information:

The particulars relating to conservation of Energy, Technology Absorption, Foreign Exchange Earnings and outgo required to be given pursuant to Section 217(l)(e) of the Companies Act 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is annexed hereto and forms part of this report.

Acknowledgement:

Your Directors place on record their appreciation for the contribution of the employees at all levels and for the support of shareholders, customers, suppliers and business partners.

For and on behalf of the Board SURESH BHOJWANI

Chairman & Managing Director Place : Mumbai Date : 28th May, 2010

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