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Directors Report of Disa India Ltd.

Mar 31, 2017

The Board of Directors has pleasure in presenting the 32nd Annual Report and Audited Financial Statements of the Company for the financial year ended 31st March, 2017 together with the Independent Auditors’ Report.

FINANCIAL RESULTS

Rs. in Million

Description

2016-17

2015-16

Revenue from Operations

1,572.2

1,4273

Profit before depreciation,

tax & financial charges

204.0

193.8

Less: Depreciation

20.0

28.5

Less: Interest

1.2

0.2

Less: Provision for taxation

(net of deferred tax)

68.8

59.1

PROFIT AFTER TAX

114.0

106.0

Add: Profit & Loss account Balance b/f

813.4

712.0

PROFIT AVAILABLE FOR APPROPRIATION

927.4

818.0

APPROPRIATIONS:

Utilized for Buyback

17.1

-

Amount transferred to General Reserve

-

-

Balance in Profit & Loss Account

910.35

818.0

Proposed Dividend & Tax thereon

4.4

4.6

Earnings per share

76.47*

70.19

Market price per share as at March 31- Rs

4,999.5

3,803.0

*Weighted average, post Buy Back of Shares.

PERFORMANCE OF THE COMPANY

Performance of your Company for the year 2016-17 improved as compared to the previous year. Revenue from operations and Profit after tax for the financial year 2016-17 improved by 10% and 8% respectively as compared to the previous financial year 2015-16. Various cost reduction initiatives undertaken by the Company in bringing down the manufacturing cost and maintaining head count resulted in the improvement for the year. Your Company has been able to maintain its market share in all its major product lines despite the slump in the capital equipment industry.

CHANGE IN THE NATURE OF BUSINESS

There has been no change in the nature of business of the Company during the year.

DIVIDEND

Considering the past records of the Company and keeping in view the future outlook, your Board of Directors recommends a final Dividend of Rs. 2.50/- (i.e., 25%) per Equity Share of Rs. 10/- each, for the year amounting to Rs. 4.38 Million including taxes on Dividend.

RESERVE

The Company has not proposed to transfer any amount to the general reserve.

SHARE CAPITAL

The Paid-up Equity Share Capital of your Company as on 31st March, 2017 has reduced by Rs. 0.56 Million to Rs. 14.54 Million as against Rs. 15.10 Million as on March 31, 2016 consequent upon Buy Back of Equity Shares undertaken by the Company as described here in after.

During the year under review, your Company has neither issued any shares with differential voting rights nor granted stock options or sweat equity. As on 31st March, 2017 none of the Directors held shares or convertible instruments of the Company.

Buy Back of Equity Shares:

During the year, after obtaining requisite approvals, your Company bought back 56,000 fully paid up Equity Shares of Rs. 10/- each from the existing shareholders/beneficial owners of Equity Shares on a proportionate basis through the tender offer route at a price of Rs. 4,800/- per share for an aggregate amount of Rs. 268.8 Million. The Equity Shares bought back represents 3.71% of the pre Buy Back Equity Share Capital of the Company. The Buy Back offer size of Rs. 268.8 Million represents 24.88% of the total Paid up Capital and Free Reserves of the Company as per the audited accounts of the Company for the financial year ended March 31, 2016. The Buy Back offer was closed on November 17, 2016.

The Buy Back of Equity Shares by the Company was in accordance with the Articles of Association of the Company, provisions of the Companies Act, 2013, SEBI (Buy-Back of Securities) Regulations 1998 and other applicable provisions of law and approved by the Board of Directors and Shareholders of the Company through Postal Ballot.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT ECONOMIC SCENARIO & OUTLOOK

There were some signs of gradual improvement in the economy during year until the third quarter of the year which were reflected by the higher order intake in some industry segments. However, the fiscal year ended on a soft note in the final quarter, with the Demonetization Shock. New BS-IV norms and GST are expected to be the next push for the economy.

INDUSTRY OUTLOOK & OPPORTUNITIES

IIP & PMI have historically been good indicators for business sentiments in Capital Goods Order Intake. The New Series of IIP (Base 2011-12) seems to be even better.

The low rate of IIP growth has dragged down the Capital Goods Industry for the last 4 years now. However, your Company is seeing a sustained growth in Passenger Cars Segment, while the Commercial Vehicles Segment turned dull during the last quarter of the financial year. Tractors improved, but Demonetization took the wind out of the sails. However, Demonetization impact seems to be wearing off now.

The Company’s key focus segment of Foundry industry is heavily dependent on the Automotive and Agricultural industrial growth. Low or no growth in these end segments resulted in margin stress for the Company. The Company’s continued focus on the new products, new markets, new customers and wider product portfolio has however helped in offsetting any potential decline in top line.

MARKET DEVELOPMENT

Your Company’s latest launch of C3 DISAMATIC Machine and the VH Series Wheelabrator Shot Blast Machines have been well received in the market, as it helps the Technology Upgrade journey of the Indian Foundries, by making the “Top End Technology More Affordable".

Your Company continues its marketing thrust through Exhibitions, Seminars and Symposiums, a very successful Customers’ Day was celebrated in October 2016 at Tumkur Plant, to showcase full range of products and some of the company’s newest products.

CORPORATE SOCIAL RESPONSIBILITY

Your Company is committed to comply with Corporate Social Responsibility as a good corporate citizen.

The Directors are pleased to report that the Company has further enhanced its efforts to support the community circles in which it operates. The company’s CSR program titled “DISA Wheelabrator Scholarship" has helped in providing financial assistance to less privileged students up to standard twelve as well to students seeking diplomas in Engineering.

“DISA Wheelabrator Scholarship" program has made scholarship available to students in eight educational institutions in the plant neighborhood of Tumkur and Hosakote in Bangalore. During the year, 241 scholarships were provided to the needy students. In addition, your Company also invested in infrastructure development for the schools to provide drinking water, teaching aids and school sanitation. Your Company has also extended scholarships to 59 meritorious Engineering students through an NGO ''Foundation for Excellence India Trust’.

The Company’s policy on Corporate Social Responsibility is available on the website of the Company at https://www.disagroup.com/en-in/ investor-relations/policies.

The Composition of CSR Committee, details of the amounts spent during the current financial year and the manner in which it was spent are given in Annexure “A".

RISK MANAGEMENT

Your Company has formulated a Risk Management Policy and a mechanism to apprise the Board about risk assessment and mitigation procedure. It also undertakes periodical review to ensure that Executive Management Controls risks by means of properly designed risk management framework.

All the insurable assets of the Company have been adequately insured and all the insurable risks have been insured.

As an established practice, at each Meeting of the Board, the Directors are updated on risks identification and steps taken to mitigate the same. Risk Management Policy is hosted on the Company’s website at https://www.disagroup.com/en-in/investor-relations/policies.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

Your Company has a Whistle Blower Policy for vigil mechanism which is available on website of the Company at https://www.disagroup.com /en-in/investor-relations/policies/ and there were no cases reported during last year.

DIRECTORS AND KMP

In terms of the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Andrew Thomas Carmichael., Director, retires by rotation at the forthcoming Annual General Meeting and being eligible offers himself for reappointment.

In view of relocation to a global position within the group, Mr. Viraj Naidu has stepped down as Managing Director of the Company with effect from May 25, 2017. However, he will be continuing as a Non Executive Director of the Company.

Your Board undertook the process of identifying a suitable candidate to fill in the office of the Managing Director. Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors in its meeting held on June 21, 2017 has appointed Mr. Lokesh Saxena as Managing Director for a period of three (3) years with effect from June 21, 2017. His appointment is placed before the Shareholders for their approval in the Notice convening the 32nd Annual General Meeting of the Company. His brief profile is part of the Notice.

In view of other commitments, Mr. Robert E Joyce Jr has stepped down as the Chairman and Director of the Company with effect from June 21, 2017. Your Board places on record its appreciation for the contribution and services rendered by Mr. Robert E Joyce Jr during his tenure as Chairman and Director of the Company. After due consideration, your Board has appointed Mr. Andrew Thomas Carmichael as the Chairman of the Company with effect from June 21, 2017.

Your Board also places on record its appreciation for Mr. Viraj Naidu’s contribution during his tenure as Managing Director of the Company, for the last one decade.

The Remuneration Policy of the Company for appointment and remuneration of the Directors, Key Managerial Personnel and Senior Executives of the Company and other related information have been provided in the Corporate Governance Report which forms part of this report.

Policy on appointment and remuneration of Directors and KMP is available on the website of the Company at https:// www.disagroup.com/en-in/investor-relations/policies/.

INDEPENDENT DIRECTORS

Declarations from all Independent Directors of the Company have been received under Section 149(7) of the Companies Act, 2013 confirming that they meet the criteria of independence as provided in Sub-Section 6 of Section 149 of the said Act and as per the Listing Regulations.

Details on terms of appointment of Independent Directors and the familiarization program have been displayed on website of the Company at https://www.disagroup.com/en-in/investor-relations/ policies/.

MEETINGS OF THE BOARD OF DIRECTORS

During the year, four (4) Meetings of the Board of Directors were held, as required under the Companies Act, 2013 and SEBI (LODR) Regulations, 2015 (the Listing Regulations). The details of the Meetings are furnished in the Corporate Governance Report.

The Meetings of the Board are held at regular intervals with a time gap of not more than 120 days between two consecutive Meetings. The Agenda of the Meetings were circulated to Directors in advance. Minutes of the Meetings of the Board of Directors were circulated amongst the Directors for their perusal.

BOARD EVALUATION

Pursuant to the requirements of the Companies Act, 2013 and Listing Regulations, the Board of Directors has carried out an annual evaluation of its own performance, its Committees and of individual Directors.

Further, the Independent Directors, at their exclusive Meeting held during the year reviewed the performance of the Board, its Chairman and Non-Executive Directors and other items as stipulated under the Listing Regulations. Nomination and Remuneration Committee has reviewed the performance of the Independent Directors.

DIRECTORS’ RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submits its responsibility Statement: -

(a) in the preparation of the annual accounts, the applicable accounting standards had 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 year;

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

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

(e) the Directors, had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively.

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

INTERNAL FINANCIAL CONTROL

Your Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. Internal Controls in the Company have been designed to further the interest of all its stakeholders by providing an environment which is facilitative to conduct its operations and to take care of, inter alia, financial and operational risks with emphasis on integrity and ethics as a part of work culture.

The scope and authority of the Internal Audit (IA) is defined every year by the Audit Committee. To maintain its objectivity and independence, the Internal Auditors report to Chairman of the Audit Committee and the Board. The Internal Auditors monitor and evaluate the efficacy and adequacy of internal control system in the Company and its compliance with accounting procedures, financial reporting and policies at all locations of the Company. Based on the report of internal audit, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Any significant audit observations and corrective actions thereon are presented to the Audit Committee and the Board. No major internal control weakness was identified during the year. The Company also has a well-functioning Whistle Blower Policy in place.

DEPOSITS

Your Company has neither accepted nor renewed any Deposits from the public within the meaning of Companies Act, 2013 as such, no amount of principal or interest was outstanding on the date of the Balance Sheet and also on the date of this Report.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

Your Company has a Wholly Owned Subsidiary ''''Bhadra Castalloys Private Limited".

The financial year 2016-17 was the first year of operation of the Subsidiary Company and the performance of Company has been quite satisfactory. The operations of Bhadra Castalloys Private Limited was formally commenced from April 01, 2016. The audited financial results of the Wholly Owned Subsidiary for the financial year ended March 31, 2017 were consolidated with the financial results of the Company for the year. The net sales and the Profit after tax of the Subsidiary Company was Rs. 74.1 Million and Rs. 1.2 Million respectively. Statement relating to subsidiary company in Form AOC-1 is part of this report.

Your Company did not have any Joint Venture or Associate Company as on the end of the financial year.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered during the financial year were in the ordinary course of business and on an arm’s length basis. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

All the related party transactions were placed before the Audit Committee as well as the Board for approval. Prior omnibus approval of the Audit Committee was obtained on a yearly basis for the transactions which are of a foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted are audited and a statement giving details of all related party transactions is placed before the Audit Committee and the Board of Directors for their approval on quarterly basis. The details of all related party transactions are disclosed in the SI. No. 24.2 of the Notes forming part of the Financial Statements.

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

Form for disclosure of particulars of contracts/arrangements entered into by the company with related parties in Form AOC-2 is part of this report.

However, certain material related party transactions which need approval from the Shareholders in terms of the applicable laws are being placed before Shareholders for due consideration and approval, details of which are appended to the Notice of the 32nd Annual General Meeting in the explanatory statement.

The Policy on related party transactions’ as approved by the Board is uploaded on the Company’s website and the details of all the related party transactions are disclosed in Sl. No. 24.2 of the notes forming part of the financial statements. None of the Directors has any pecuniary relationships or transactions vis-a-vis the Company. The ''Related Party Transaction Policy’ is available on website of the Company at https:// www.disagroup.com/en-in/investor-relations/policies.

GROUP COMPANIES

Persons constituting Group coming within the definition of “Group" as defined in the Competition Act, 2002 includes the following:

S.No.

Name of the Entity

Country

1.

Wheelabrator Group NV

Belgium

2

WGH Holding Corp.

British Virgin Island

3

Wheelabrator Group (Canada), Ltd.

Canada

4

DISA Machinery Limited

China

5

DISA Trading (Shanghai) Co., Ltd.

China

6

Wheelabrator Czech s.r.o.

Czech Republic

7

DISA Holding A/S

Denmark

8

DISA Holding II A/S

Denmark

9

DISA Industries A/S

Denmark

10

DISA Management Services ApS

Denmark

11

Norican A/S (formerly Naciron A/S)#

Denmark

12

Norican Global A/S

Denmark

13

Norican Group ApS

Denmark

14

Norican Holdings ApS

Denmark

15

Matrasur Composites SAS

France

16

Walther TrowalSARL

France

17

Wheelabrator Group SAS

France

18

DISAIndustrieanlagen GmbH

Germany

19

Nolten GmbH

Germany

20

OT OberflachentechnikMaschinen und

WerkzeugeHandels GmbH

Germany

21

Wheelabrator Group GmbH

Germany

22

Wheelabrator Group Holding GmbH

Germany

23

Wheelabrator OFT GmbH

Germany

24

Wheelabrator-Berger Stiftung GmbH

Germany

25

DISA Liimited

Hong Kong

26

Bhadra Castalloys Private Limited

India

27

DISA India Limited

India

28

DISA Technologies Private Limited

India

29

DISAKK

Japan

30

WG Plus de Mexico S de R, I de CV

Mexico

31

WG Plus Servicios S de R, I de V

Mexico

32

Wheelabrator Schlick Sp. Z.o.o.

Poland

33

Wheelabrator Group SLU

Spain

34

DISA Holding AG

Switzerland

35

DISA Industrie AG

Switzerland

36

Blast Cleaning Techniques Ltd

UK

37

WGH UK Holdings Limited

UK

38

WGH UK Limited

UK

39

Wheelabrator Group Limited

UK

40

Wheelabrator Technologies (UK) Limited

UK

41

Bob Schmidt, Inc.

USA

42

Castalloy, Inc.

USA

43

DISA Holding LLC

USA

44

DISA Industries, Inc.

USA

45

Schmidt Manufacturing, Inc.

USA

46

WG Global LLC

USA

47

Wheelabrator Group, Inc.

USA

# The name of Naciron A/S was changed to Norican A/S from October 02, 2015

Dormant, Non-Operating or Inactive Entities

1

Abrasive Developments Ltd.

UK

2

Impact Finishers Ltd.

UK

3

Spencer & Halstead Ltd.

UK

4

Vacu-Blast International

UK

5

Surface Preparation (Gibraltar) Ltd.

Gibraltar

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY, BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE REPORT

There are no material changes and commitments between the end of the financial year and the date of the report, which affects the financial position of the Company.

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN OR SECURITY PROVIDED BY THE COMPANY

Your Company has made an investment of Rs. 44 Million in the Equity Share Capital of its Wholly Owned Subsidiary Company, Bhadra Castalloys Private Limited. It has extended an interest-bearing demand loan of Rs. 17.5 Million to the subsidiary during the year. The Company has also given a Corporate Guarantee of Rs. 35.0 Million to Kotak Mahindra Bank on behalf of its subsidiary for providing bank guarantees. The above Investment, loan extended and guarantees given are well within limits prescribed under the provisions of Section 186 of the Companies Act, 2013.

AUDITORS

Pursuant to provisions of Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, Messrs Deloitte Haskins & Sells, Chartered Accountants were appointed as Statutory Auditors of the Company for a term of 3 years, to hold office from the conclusion of 30th Annual General Meeting held on 6thAugust, 2015 until the conclusion of 33rd Annual General Meeting, subject to ratification of their appointment at every subsequent Annual General Meeting. The Company has received a Certificate under Section 141 of the Companies Act, 2013 from the auditors stating that the ratification for the 3rd year would be as per the terms provided in the Companies Act, 2013.

COST AUDITORS

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the cost records maintained by the Company in respect of its activity are required to be audited. Your Directors have, in their meeting held on May 26, 2016, based on the recommendation of the Audit Committee, appointed Messrs Rao, Murthy & Associates, Bangalore as Cost Auditors of the Company for the financial year ended 31st March, 2017.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. Vijayakrishna KT, Bangalore, a Company Secretary in Whole Time Practice to undertake the Secretarial Audit of the Company. The Report of the Secretarial Auditor is annexed in Annexure B.

EXPLANATION BY BOARD ON ADVERSE COMMENTS BY AUDITORS

There were no adverse comments by the Auditors of the Company and hence no explanations are provided.

CORPORATE GOVERNANCE

As required under SEBI (LODR) Regulations, 2015, a report on Corporate Governance and a Certificate from Mr. Vijayakrishna KT, Practising Company Secretary, regarding compliance of conditions of Corporate Governance are annexed as Annexure C.

Further, in compliance with the Listing Regulations, your Board has adhered to the Corporate Governance Code. All the requisite Committees are functioning in line with the guidelines.

As reported earlier, a reputed firm of independent Chartered Accountants has been carrying out the responsibilities of Internal Audits of the Company and reporting periodically their findings of systems, procedures and management practices.

INDUSTRIAL RELATIONS

Industrial relations have been cordial and constructive, which have helped your Company to achieve performance targets.

RESEARCH AND DEVELOPMENT, CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION CONSERVATION OF ENERGY

Your Company gives highest priority to conservation of energy through better supervision and training of employees to reduce the usage of electricity.

RESEARCH AND DEVELOPMENT, TECHNOLOGY, ABSORPTION, ADAPTATION AND INNOVATION

Your Company has been continuously seeking and adapting new technology from Principals in order to develop skills locally and meet specific needs of Indian and global customers. Personnel at all levels are routinely sent to Principal’s factories and design offices abroad for training and updating their skills.

FOREIGN EXCHANGE EARNINGS AND OUTFLOW

The Company earned Rs. 230.3 Million of foreign exchange and expended Rs. 273.7 Million foreign exchange during the financial year under review as stated in SI. No. 23.4, 23.5, 23.6 and 23.8 of the Notes Forming part of the Financial Statements.

EXTRACTS OF ANNUAL RETURN

As required 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 Annual Return in Form MGT-9 is attached as a part of this Annual Report as Annexure E.

MATERIAL ORDER PASSED BY ANY COURT OR REGULATOR OR TRIBUNALS IMPACTING GOING CONCERN STATUS OF COMPANY

There were no orders passed by any Court or Regulator or Tribunal during the year under review which impacts going concern status of the Company.

DISCLOSURE RELATING TO REMUNERATION OF EMPLOYEES

The particulars of employees as required by Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given in Annexure F forming part of this Report.

The details of top ten employees of the Company in terms of remuneration drawn during the year as required by Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are furnished in ''Annexure F’. During the year, there were no employees receiving remuneration more than Rs. 1,02,00,000/-(Rupees One Crore Two Lakhs only) per annum and/or Rs. 8,50,000/-(Rupees Eight Lakhs Fifty Thousand) per month. Hence, such details are not furnished.

There were no employees posted and working in a country outside India, not being Directors or relatives, drawing more than the amount prescribed under the Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Hence, the details are not required to be circulated to the Members and also not required to be attached to this Annual Report.

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

The Company has in place a Gender-Neutral Policy on Zero Tolerance towards Sexual Harassment at Workplace in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this Policy.

The following is a summary of sexual harassment complaints received and disposed off during the year 2016-17:

No of complaints received: NIL No of complaints disposed off: NIL

ACKNOWLEDGEMENT

Your Directors place on record the appreciation for valuable contribution made by employees at all levels, active support and encouragement received from the Government of India, the Government of Karnataka, Company’s Bankers, Customers, Principals, Business Associates and other Acquaintances.

Your Directors recognize the continued support extended by all the Shareholders and gratefully acknowledge with a firm belief that the support and trust will continue in the future also.

For and on behalf of the Board of Directors

Date: June 21, 2017 Andrew Thomas Carmichael

Place: Altrincham, UK. Chairman

DIN: 03634151


Mar 31, 2015

Dear Members,

The Board of Directors has pleasure in presenting the 30th Annual Report and Audited Statement of Accounts for the 15 months' period ended 31st March, 2015 together with the Independent Auditors' Report.

FINANCIAL RESULTS

(Rs. in Lakhs)

1st January, 1st January, 2014 to 2013 to 31st Description 31st March, December, 2015 2013 (15 Months) (12 Months)

Sales & Service 18,377 17,445

Profit before depreciation, tax & financial charges 3,252 3,410 Less: Depreciation 391 380

Less:Interest 35 2

Less: Provision for taxation (net of deferred tax) 1,038 1,078

PROFIT AFTER TAXATION 1,788 1,950

Add: Profit & Loss account Balance b/f 5,378 3,667

PROFIT AVAILABLE FOR APPROPRIATION 7,166 5,617

APPROPRIATION:

Amount transferred to General Reserves - 195

Proposed Dividend & Tax thereon 46 44

Balance in Profit & Loss Account 7,120 5,378

DIVIDEND:

The continued recession and overall slowdown did impact the business of your Company leading to shortfall in performance against Budget. Considering the foreseeable future road map, your Board of Directors recommend a Dividend of Rs.2.50 per Equity Share of Rs.10/- each (i.e.25%).

RESERVE:

The Company has not proposed to transfer any amount to the General Reserve.

SHARE CAPITAL:

The paid up Equity Share capital as on 31st March, 2015 was Rs. 151.02 Lakhs. During the period under review, the Company has not issued shares with differential voting rights nor granted stock options nor sweat equity. As on 31st March, 2015 none of the Directors held Shares or convertible instruments in the Company.

PERFORMANCE OF THE COMPANY:

The current financial period is for 15 months commencing from January 1, 2014 to March 31, 2015.

Compared to Y2013, when your Company achieved its highest ever sales of Rs.174 Crores, the Y2014-15 saw the continuing slowdown, take its toll on the Company's sales & margins. The mix shift from Project Sales to Standalone machine sales also affected margins, as Greenfield project expansions are hardly there in the foundry markets currently.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT ECONOMIC SCENARIO & OUTLOOK:

The Indian Economy is still passing through, probably the longest slowdown in the last few decades. The change in industry sentiments was evident with a new majority government at the centre, however the real growth revival is yet to be seen. The slowdown which started from end Y2011, is still persisting and it continues to choke any significant growth sentiments.

INDUSTRY OUTLOOK & OPPORTUNITIES:

During the period October'2011- March'2015, the average YoY growth in the Index of Industrial Production (IIP) stood at:

* For Manufacturing : 0.9%

* For Capital Goods : -2.0%

Such marginal growth can be easily met by Manufacturing Industry through efficiency improvements alone, and capacity expansions are not required. This hits Capital Equipment Industry (like DISA INDIA LIMITED) hard.

During the same period, the Passenger Vehicles (Cars and Utility Vehicles) Market has stagnated at about the same level of 31 Lakhs vehicles annually. The Commercial Vehicles (Buses and Trucks) on the other hand have collapsed from 9.1 Lakhs/Year to 7.0 Lakhs/Year. The robust Tractors Market - which had been compensating to some extent earlier - also collapsed in FY2014-15, by about 9% compared to FY2013-14.

Your Company's key focus segment of Foundry Industry is heavily dependent on the automotive and agricultural industry growth. The prolonged slowdown in these end segments, has led to high volume/ margin stress on our customers.

However, the continuing focus on new products & new markets has helped the Company offset the drop to a great extent. Actually almost one third of the turnover is now from the new products introduced over the last few years. This gives the confidence that a much wider product portfolio will bring positive growth, when the growth cycle in these end segments starts again. It is encouraging to see the sustained gradual recovery in the Commercial Vehicles volumes since the middle of Y2014, even though the total numbers are still significantly below the peak reached in end Y2011.

MARKET DEVELOPMENT:

The successful localization and introduction of the high end DISAMATIC & DISA MATCH Machines and also the whole new range of Shot Blasting solutions from the Wheelabrator Group, now gives the Company a much wider portfolio for the target market segments. The Company has seen some good success in bringing our Special Shot Blasting Solutions for the Construction Industry - with impressive customer list of Telcon, L&T Case, Volvo, Caterpillar, Komatsu & JCB.

While your Company continues its marketing push through Exhibitions, Seminars & Symposiums, we also arranged a very successful Customers' Day in April'2015 at Tumkur Plant, to showcase some of the newest products.

CORPORATE SOCIAL RESPONSIBILITY:

Your Company is committed to discharging its Corporate Social Responsibility as a good corporate citizen

The Directors are pleased to report that your Company has taken steps to comply with the requirements of the Companies Act, 2013 in this connection.

The Composition of CSR Committee, details of the amounts to be spent during the current financial period and the manner in which it was spent are given in Annexure A.

RISK MANAGEMENT:

The Company has formulated a Risk Management Policy and a mechanism to inform the Board Members about risk assessment and mitigation procedures. Also undertakes periodical review to ensure that executive management controls risks by means of a properly designed framework.

The Risk Management Committee is constituted with all the Directors on the Board as members of the Committee. Mr. Robert E Joyce Jr. is the Chairman of the Committee.

As an established practice, at each Meeting of the Board, the Directors are updated on risks identification and steps taken to mitigate the same. Risk Management Policy is hosted on the Company's website; http://www.disagroup.com/pdf/DII__Risk_Management_Policy.pdf

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has a Whistle Blower Policy for vigil mechanism which is available on website of the Company and there were no cases reported during the last Period. http://www.disagroup.com/pdf/ DIL_Whistle_Blower_Policy.pdf

GROUP COMPANIES:

Persons constituting Group coming within the definition of "Group" as defined in the Competition Act, 2002 include the following:

S. Name of the Company No.

1. Naciron Holdings A/S (Denmark)

2. Naciron A/S (Denmark)

3. Norican Holdings ApS (Denmark)

4. Norican Group ApS (Denmark)

5. DISA Holding A/S (Denmark)

6. DISA Holding II A/S (Denmark)

7. DISA Management Services ApS (Denmark)

8. DISA Industries A/S (Denmark)

9. DISA Holding AG (Switzerland)

10. DISA Industrie AG (Switzerland)

11. Wheelabrator Group Holding GmbH (Germany)

12. Wheelabrator Group GmbH (Germany)

13. Wheelabrator OFT GmbH (Germany)

14. Wheelabrator Berger Stiftung GmbH (Germany)

15. DISA Industrienlagen GmbH (Germany)

16. WGH UK Holdings Ltd. (UK)

17. WGH UK Limited (UK)

18. Wheelabrator Technologies (UK) Ltd (UK)

19. Wheelabrator Group Limited (UK)

20. Surface Preparation (Gibraltar) Ltd

21. Wheelabrator Group SLU (Spain)

22. Wheelabrator Group NV (Belgium)

23. Wheelabrator Group SAS (France)

24. Matrasur Composites SAS (France)

25. Walter Trowal SARL (France)

26. Wheelabrator Schlick Sp. z o.o. (Poland)

27. Wheelabrator Czech s.r.o. (Czech Republic)

28. WGH Holding Corp. (BVI)

29. DISA Holding LLC (Michigan USA)

30. DISA Industries, Inc. (Illinois, USA)

31. WG Global LLC (Delaware, USA)

32. Wheelabrator Group, Inc. (Delaware, USA)

33. Castalloy, Inc. (Delaware, USA)

34. Wheelabrator Group (Canada) Ltd (Canada)

35. WG Plus de Mexico S de RL de CV (Mexico)

36. WG Plus Servicios S de R, L de CV (Mexico)

37. DISA K K (Japan)

38. Wheelabrator Group Limited (Hong Kong Branch)

39. DISA Machinery Limited (China)

40. DISA Trading (Shanghai) Co Limited (China)

41. DISA Technologies Private Limited (India)

DIRECTORS AND KMP:

In terms of the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Robert E Joyce Jr, Director, retires by rotation at the forthcoming Annual General Meeting and is eligible for reappointment.

During the period Mr. Mohan Subramaniam has been appointed as Chief Financial Officer of the Company w.e.f. 8th May, 2014 and Mr. Ankit Surana has been appointed as Company Secretary w.e.f. 24th April 2015.

Nomination and Remuneration Committee has been formed and policy on appointment and remuneration of Directors and KMP is available on website of the Company. http://www.disagroup.com/pdf/ DIL_Remuneration_Policy_of_DISA_India_Ltd.pdf

INDEPENDENT DIRECTORS

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.

During the period Mr. Jan Johansen, Non-Executive Independent Director resigned from the office of Director w.e.f. 22nd December, 2014, due to personal reasons and pre-occupation with other commitments. Mr. Shyamal Kumar Sinha was appointed as Independent Director of the Company w.e.f. from 23rd March, 2015.

More details on terms of appointment of Independent Directors and details of familiarization efforts can be viewed on the website of the Company at:

http://www.disagroup.com/pdf/

Terms_of_appt_of_Indp_Directors_March%202015.pdf

http://www.disagroup.com/pdf/

Familiarisation_program_for_Independent_Directors.pdf

MEETINGS OF THE BOARD OF DIRECTORS:

The Meetings of the Board are held at regular intervals with a time gap of not more than 120 days between two consecutive Meetings. Additional Meetings of the Board of Directors are held when necessary. During the period under review six Board Meetings and five Audit Committee Meetings were held.

The Agenda of the Meeting is circulated to the Directors in advance. Minutes of the Meetings of the Board of Directors are circulated amongst the Members of the Board for their perusal.

Nomination and Remuneration Committee has formulated a policy relating to the remuneration of the Directors, KMPs and other employees and it has been disclosed in Corporate Governance Report Annexure D.

BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has established an annual performance evaluation of its own performance and the Individual Directors performance.The manner of evaluation has been explained in the Corporate Governance Report.

DIRECTORS' RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submit its responsibility Statement:-

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

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

(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.

INTERNAL FINANCIAL CONTROL

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit (IA) is defined every year by the Audit Committee. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board. The Internal Audit monitors and evaluates the efficacy and adequacy of internal control system in the Company and its compliance with Accounting procedures, financial reporting and policies at all locations of the Company. Based on the report of Internal Audit, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

The Company does not have any Subsidiary, Joint Venture or Associate Company.

DEPOSITS:

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

RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financial period were on an arm's length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

All Related Party Transactions are placed before the Audit Committee as also the Board for approval. Prior omnibus approval of the Audit Committee is obtained on an yearly basis for the transactions which are of a foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted are audited and a statement giving details of all related party transactions is placed before the Audit Committee and the Board of Directors for their approval on a quarterly basis.

The policy on Related Party Transactions as approved by the Board is on the Company's website and the details of all related party transactions are disclosed in the financials, refer Notes forming part of the Financial Statements Sl.No.233.

None of the Directors has any pecuniary relationships or transactions vis-a-vis the Company. http://www.disagroup.com/pdf/ DIL_RPT_Policy.pdf

MATERIAL CHANGES & COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY, BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE REPORT:

There are no material changes and commitments between the end of the Financial Period and the Date of the Report, which affect the financial position of the Company.

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN OR SECURITY PROVIDED BY THE COMPANY:

The Company has not given any loan or guarantees covered under the provisions of Section 186 of the Companies Act, 2013.

AUDITORS:

The Auditors, Messrs Deloitte Haskins & Sells, Chartered Accountants, Bangalore, retire at the ensuing Annual General Meeting. The Company has received a certificate under Section 141 of the Companies Act, 2013 from them stating that their appointment would be within the limits specified therein.

COST AUDITORS:

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audit records maintained by the Company in respect of its activity is required to be audited. Your Directors have, on the recommendation of the Audit Committee, appointed Messrs Rao, Murthy & Associates, Bangalore, to audit the cost accounts of the Company for the financial period ended 31st March, 2015.

SECRETARIAL AUDIT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. Vijayakrishna KT, Bangalore, a Company Secretary in Practice to undertake the Secretarial Audit of the Company. The Report of the Secretarial Auditor is annexed in Annexure B.

EXPLANATION BY BOARD ON ADVERSE COMMENTS BY AUDITORS:

There were no adverse comments by Auditors of the Company and hence no explanations provided.

Referring to the Secretarial Audit Report, the Company had initiated action on recruitment of Company Secretary well in advance and since the process of recruitment took longer time, the appointment was made effective from 24th April, 2015.

CORPORATE GOVERNANCE

In compliance with the Listing Agreement with the Stock Exchange, your Board has adhered to the Corporate Governance Code. All the requisite Committees are functioning in line with the guidelines.

As reported earlier, a reputed firm of independent Chartered Accountants has been carrying out the responsibilities of Internal Auditors and periodically they have been reporting their findings of systems, procedures and management practices.

A separate note on Corporate Governance is included in this Report as Annexure C.

As required under Clause 49 of the Listing Agreement with Stock Exchange, a report on Corporate Governance and a Certificate from Mr.Vijayakrishna KT, Practicing Company Secretary, confirming compliance with the requirements of Corporate Governance forms integral part of this Report as Annexure D.

INDUSTRIAL RELATIONS:

Industrial relations have been cordial and constructive, which have helped your Company to achieve production targets.

CONSERVATION OF ENERGY:

Your Company gives high priority for conservation of energy through better supervision and training of employees to economize the usage of electricity.

RESEARCH AND DEVELOPMENT, TECHNOLOGY, ABSORPTION, ADAPTATION & INNOVATION:

Your Company has been continuously seeking and adapting new technology from Principals in order to develop skills locally and meet specific needs of Indian and global customers.

Personnel at all levels are routinely sent to Principals' factories and design offices abroad for training and updating their skills.

FOREIGN EXCHANGE EARNINGS AND OUTFLOW:

The Company earned Rs 2,349 Lakhs (Rs 2,809 Lakhs) in foreign exchange and expended Rs. 3,184 Lakhs (Rs 2,151 Lakhs) in foreign exchange during the period under review.

EXTRACTS OF ANNUAL RETURN:

Extracts of Annual Return in Form No. MGT-9 is annexed as Annexure E.

MATERIAL ORDER PASSED BY ANY COURT OR REGULATOR OR TRIBUNALS IMPACTING GOING CONCERN STATUS OF THE COMPANY:

No order was passed by any court or regulator or tribunal during the period under review which impacts going concern status of the Company.

PARTICULARS OF EMPLOYEES:

The information required pursuant to Section 197 read with Rule 5(1) and (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company are given in the Annexure F forming part of the Report.

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 & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

There were no complaints received during the period of 2014-15.

ACKNOWLEDGEMENT:

The Directors place on record their appreciation for valuable contribution made by employees at all levels, active support and encouragement received from the Government of India, Government of Karnataka, Company's Bankers, Customers, Principals, Business Associates and other Acquaintances.

Your Directors recognize the continued support extended by all the Shareholders and gratefully acknowledge with a firm belief that the support and trust will continue in future also.

For and on behalf of the Board of Directors

Place: Bangalore Deepa Hingorani Viraj Naidu Date: 27th June, 2015 Director Managing Director


Dec 31, 2013

The Board of Directors has pleasure in presenting the 29th Annual Report and Audited statement of Accounts for the year ended 31st December, 2013 together with the Auditors'' Report.

FINANCIAL RESULTS

(Rs.in Crores)

Description 2013 2012

Sales & Service 1744 152.4

Profit before depreciation, tax & financial charges 34.1 30.5

Less: Depreciation 3.8 3.2

Less-. Interest - 0.1

Less: Provision for taxation (net of deferred tax) 10.8 8.4

PROFIT AFTER TAXATION 19.5 18.8

Add: Profit &. Loss account Balance b/f 36.7 20.2

PROFIT AVAILABLE FOR APPROPRIATION 56.2 39

APPROPRIATION-.

Amount transferred to General Reserves 2.0 1.9

Proposed Dividend & Tax thereon 0,4 0.4

Balance in Profit &. Loss Account 53.8 36.7

DIVIDEND

The continued recession and overall slowdown did impact the business of your Company leading to shortfall in performance against Budget/ Target. However, your Company achieved better results with improved bottom-line as compared to that of the previous year. Considering the foreseeable future road map, your Board of Directors recommend a Dividend of Rs.2.50 per equity shares of Rs.10 each (i.e 25%).

PERFORMANCE OF THE COMPANY

New Products and New Market Segments - aided by Increased Exports - helped your Company to achieve its highest ever sales in Y2013 at Rs.174 Crores. This 14% growth in sales could however get us only 11% increase in EBITA, mainly due to significant mix shift from project sales to standalone sales. Overall the project sales went down marginally, but this was more than offset by the sales in standalone machines spares.

Unlike last year, your Company started Y2014 with a lower Order Backlog of Rs.72 Crores (as against Rs.105 Crores last year). Conversion of some key high value enquiries in the first half of Y2014 will therefore be crucial for the volumes this year.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The current manufacturing slowdown in India has been one of the longest ever. If the manufacturing growth is sluggish, capacity additions stop and the capital goods industry dips sharply. This is clearly reflected in the adjacent graphs - the YoY Growth in Manufacturing IIP averages just 0.9% for the 29 months period since July till Nov''i3.

Against this background, your Company has managed to hold and even grow its sales. This was made possible, primarily because of the continuous thrust on New Product Introductions and aggressive expansion into new Market Segments.

Some of these new product introductions have actually come at the expense of cannibalising direct imports from DISA Denmark to Indian customers. On the other hand, the growth in Shot Blasting & Filters Sales, is almost entirely due to sales push (and gain in market penetration) into newer market segments, outside the traditional foundry markets.

Even in the current slowdown, your Company has observed clear trends towards increasing automation by Indian Foundries, mainly to address the key challenges on - 1) Manpower availability for foundries, &. 2) Increasing Expectations on Consistency of Castings Quality. Such Upgrade Investments into automation, have continued unabated - quite unlike the Greenfield Investments, which grew very fast during boom times, but have slowed down currently.

In such markets, the Company''s long term focus on - Making the High End Technology more affordable to Indian Foundries, through increasing localization - has not only remained intact, but has got further reinforced.

The successive IFEX Launches of our "Fully-Made-in-India" New Technology Machines:

Y2007 Agra : New ARPA with Pneumatic Controls

Y2008 Chennai : DISA SAM-6 Power-Efficient Mixer, DISA Filters for Fume & Dust Extraction

Y2010 Ahmadabad : DISA SAM-3 Power-Efficient Mixer

Y2011 Chandigarh : DISA-030 Vertical High Pressure Moulding Machine

Y2012 Bangalore : DISA Match-2024 Horizontal Flask less High Pressure Moulding Machine

Wheelabrator MB-500S Metal Belt Tumblast Machine

Y2013 Kolkata : DISA Core-2oFP Multi-Parting Cold Box Core

Making Machine

Wheelabrator DS-i Manipulator Type Shot Blasting Machine

Y2014 Ahmadabad : DISA Match-2024 Horizontal Flaskless High Pressure Moulding Machine - With AMH

Updated DISA Core-2oFP Multi-Parting Cold Box Core Making Machine

Such Continuing Innovation & Value Addition by DISA / Wheelabrator in India, remains unmatched in the Industry ! With increasing focus of global competitors in India, your Company has further enhanced its marketing push with frequent Customer Symposiums and ongoing PR,

Your Company also completed another expansion of the Tumkur Plant by 1000 sqm, which is now operational since the beginning of Y2014. With this expansion, the Company has now used up almost all available land areas in Tumkur and Hosakote and any future expansion will therefore have to come from a new site - which will be explored, once the markets come out of the current slowdown phase.

To counter inflationary pressures, Management has initiated a range of Focus Projects on Cost Reduction and Efficiency Improvement,

The Company has adequate internal control systems as part of the Management Information System in place. Regular Audits are being conducted on all fronts by the Statutory and Internal Auditors.

GROUP COMPANIES

Persons constituting Croup coming within the definition of "Croup" as defined in the Monopolies and Restrictive Trade Practices Act, 1969 include the following:

S. No. Name of the Company

1 Norican Holdings ApS (Denmark)

2 Norican Croup ApS (Denmark)

3 DISA Holding A/S (Denmark)

4 DISA Holding II A/S (Denmark)

5 DISA Holding AC (Switzerland)

6 DISA Holding LLC (Michigan USA)

7 DISA Industries A/S (Denmark)

8 DISA Industries AC (Switzerland)

9 DISA Industries, Inc. (Illinois, USA)

10 DISA Industries s.r.o. (Czech Republic)

11 DISA Industrienlagen CmbH (Germany)

12 DISA K K (Japan)

13 DISA Limited (Hong Kong)

14 DISA Machinery Limited (China)

15 DISA Trading (Shanghai) Co Limited (China)

16 DISA Technologies Private Limited (India)

17 Surface Preparation (Gibraltar) Ltd

18 WCH Holding Corp. (BVI)

19 WC Global LLC (Delaware, USA)

20 Wheelabrator Croup, Inc. (Delaware, USA)

21 Wheelabrator Group (Canada) Ltd, (Canada)

22 Castalloy, Inc. (Delaware, USA)

23 WCH UK Holdings Ltd. (UK)

24 WGH UK Limited (UK)

25 Wheelabrator Technologies (UK) Ltd (UK)

26 Wheelabrator Group SLU (Spain)

27 Wheelabrator Group Holding GmbH (Germany)

28 Wheelabrator Group GmbH (Germany)

29 Wheelabrator OFT GmbH (Germany)

30 Wheelabrator Group NV (Belgium)

31 Wheelabrator Group SAS (France)

32 Matrasur Composites SAS (France)

33 Wheelabrator Croup Limited (UK)

34 Wheelabrator Schlick Sp. z 0.0. (Poland)

35 WG Plus de Mexico S de RL de CV (Mexico)

36 DISA Management Services ApS (Denmark)

37 WG Plus Servicios S de R, L de CV (Mexico)

CORPORATE GOVERNANCE

In compliance with the Listing Agreement with the Stock Exchange, your Board has adhered to the Corporate Governance Code. All the requisite Committees are functioning in line with the guidelines and on operational need basis.

As reported earlier, a reputed firm of independent Chartered Accountants has been carrying out the responsibilities of Internal Auditors and periodically they have been reporting their findings of systems, procedures and management practices. A separate note on Corporate Governance is included in this Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

Your Directors confirm as follows:

(a) The Statement of Accounts has been prepared in conformity with appropriate Accounting Standards.

(b) Accounting policies have been selected and consistently applied so as to give a true and fair view of the financial statements. Change in Accounting Policy and its impact on financial statements are disclosed separately as required under relevant Accounting Standards.

(c) Internal controls are in place to provide reasonable assurance and reliability of the accounting records and to safeguard the assets of the Company and also to detect fraud and other irregularities, if any.

A reputed independent accounting firm acts as Internal Auditors of your Company and they conduct regular audits.

(d) The Directors are satisfied that the Company has enough resources to carry on business and therefore have finalized the accounts as a ''going concern.''

CONSERVATION OF ENERGY

Your Company gives high priority for conservation of energy through better supervision and training of employees to economize the usage of electricity.

RESEARCH AND DEVELOPMENT, TECHNOLOGY, ABSORPTION, ADAPTATION & INNOVATION

Your Company has been continuously seeking and adapting new technology from Principals in order to develop skills locally and meet specific needs of Indian and global customers.

Personnel at all levels are routinely sent to Principals'' factories and design offices abroad for training and updating their skills.

FOREIGN EXCHANGE EARNINGS AND OUTFLOW

The Company earned Rs.28.10 (Rs.24.0) Crores in foreign exchange and expended Rs.21.5 (Rs.31.0) Crores in foreign exchange during the year under review.

INDUSTRIAL RELATIONS

Industrial relations have been cordial and constructive, which have helped your Company to achieve production targets.

PERSONNEL

Particulars of employees as required under Section 2i7(2A) of the Companies Act, 1956, read with the Companies (Particulars of employees) Rules, 1975 are given in the Annexure forming part of the Report.

There was no complaint lodged by any woman employee under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, with the Company during the period under report.

DIRECTORS

In terms of the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Robert E Joyce Jr and Mr. Andrew Carmichael, Directors, retire by rotation at the forthcoming Annual General Meeting and are eligible for reappointment.

AUDITORS

The Auditors, Messrs Deloitte Haskins iL Sells, Chartered Accountants, Bangalore, retire at the ensuing Annual General Meeting. The Company has received a certificate under Section 224 -i(B) of the Companies Act, 1956 from Messrs Deloitte Haskins &. Sells, Chartered Accountants, Bangalore that their appointment would be within the limits specified therein.

Your Directors recommend their appointment.

ACKNOWLEDGEMENT

The Directors place on record their appreciation for valuable contribution made by employees at all levels, active support and encouragement received from Government of India, Government of Karnataka, Company''s Bankers, Customers, Principals, Business Associates and other Acquaintances.

Your Directors recognize the continued support extended by all the Shareholders and gratefully acknowledge with a firm belief that the support and trust will continue in the future also.

For and on behalf of the Board of Directors

Place: Bangalore Deepa Hingorani Viraj Naidu

Date: 26.02.2014 Director Managing Director


Dec 31, 2012

The Board of Directors have pleasure in presenting the 28th Annual Report and Audited statement of Accounts for the year ended 31st December, 2012 together with the Auditors'' Report.

FINANCIAL RESULTS

(Rs.in ''000)

Description 2012 2011

Sales & Service 1,512,936 1,539,853

Profit before depreciation, tax & financial charges 305,070 369,671

Less: Depreciation 32,132 21,935

Less: Interest 442 525

Less: Provision for taxation (net of deferred tax) 84,119 120,553

PROFIT AFTER TAXATION 188,377 226,658

Add: Profit & Loss account Balance b/f 201,469 385,453

PROFIT AVAILABLE FOR APPROPRIATION 389,846 612,111

APPROPRIATION:

Amount transferred to General Reserves 18,837 59,602

Proposed Dividend & Tax thereon 4,388 351,040

Balance in Profit & Loss Account 366,621 201,469

DIVIDEND

In an overall low market in Y2012, your Company was still able to retain its top line - mainly due to the successful introduction of some major new products & markets, over the last few years. However, inflation took an impact on the bottom-line. While the high opening backlog for Y2013 gives a good sign of growth again - subject to the Indian Markets recovering in Y2013 - the Company has also initiated focus projects, for reducing costs & increasing efficiencies. Against this background, the Board of Directors, recommend a dividend of Rs.2.50/- per Equity Share of Rs.10.00/- each (i.e. 25%).

PERFORMANCE OF THE COMPANY

After the sharp recovery of the Indian Industry since the last quarter Y2009, and subsequent acceleration in Y2010 & Y2011, the Company could clearly see the slowdown hitting again from End Y2011. The major customer segment - foundries - ran at a much lower capacity utilization levels throughout Y2012 and this still continues in Q1-2013. The slump across the entire Automotive sector - with severe drop in heavy trucks - is very significant. Capital Goods Industry - like your Company - normally drops sharply in such a market situation, mainly because the fresh capacity expansions slow down very suddenly. However, with the continued focus of the Norican Group (the parent entity of DISA & Wheelabrator Groups worldwide) on New Product Introductions through your local company, your Company could still hold our topline sales in Y2012. Actually, throughout the year the Company had sluggish pick up of ready equipment from the customers, which were pushed out finally in the last quarter. Y2012 Revenues thus ended at Rs. 152 Crores, against Rs.154 Crores of Y2011. Operating Profit declined from Rs.32 Crores in Y2011 to Rs.27 Crores in Y2012 - mainly due to Inflation in Salaries & Expenses. Any major Material Cost Inflation was however avoided by product mix & control.

Success of the New Products / Markets focus is now evident in the fact that your Company had the Record Highest Order Intake of Rs.192 Crores in Y2012 - the previous highest was Rs.148 Crores in Y2011. Almost 1/3rd of the Order Intake is on account of New Products / Markets introduced in the last 4-5 years. This also led to the Record Highest Opening Order Backlog of Rs.105 Crores for Y2013 - up by nearly 60% on the previous year''s opening backlog of Rs.66 Crores.

GROUP COMPANIES

Persons constituting Group coming within the definition of "Group" as defined in the Monopolies and Restrictive Trade Practices Act, 1969 include the following:

S.No. Name of the Company

1 Norican Holdings ApS (Denmark)

2 Norican Group ApS (Denmark)

3 DISA Holding A/S (Denmark)

4 DISA Holding II A/S (Denmark)

5 DISA Holding AG (Switzerland)

6 DISA Holding LLC (Michigan USA)

7 DISA Industries A/S (Denmark)

8 DISA Industrie AG (Switzerland)

9 DISA Industries, Inc. (Illinois, USA)

10 DISA Industries s.r.o. (Czech Republic)

11 DISA Industrienlagen GmbH (Germany)

12 DISA K K (Japan)

13 DISA Limited (Hong Kong)

14 DISA Machinery Limited (China)

15 DISA Trading (Shanghai) Co Limited (China)

16 DISA Technologies Private Limited (India)

17 Surface Preparation (Gibraltar) Ltd

18 WGH Holding Corp. (BVI)

19 WG Global LLC (Delaware, USA)

20 Wheelabrator Group, Inc. (Delaware, USA)

21 Wheelabrator Group (Canada) Ltd, (Canada)

19 Castalloy, Inc. (Delaware, USA)

20 WGH UK Holdings Ltd. (UK)

21 WGH UK Limited (UK)

22 Wheelabrator Technologies (UK) Ltd (UK)

23 Wheelabrator Group SLU (Spain)

24 Wheelabrator Group Holding GmbH (Germany)

25 Wheelabrator Group GmbH (Germany)

26 Wheelabrator OFT GmbH (Germany)

27 Wheelabrator Group NV (Belgium)

28 Wheelabrator Group SAS (France)

29 Matrasur Composites SAS (France)

30 Wheelabrator Group Limited (UK)

31 Wheelabrator Schlick Sp. z o.o. (Poland)

32 WG Plus de Mexico S de RL de CV (Mexico)

33 DISA Management Services ApS (Denmark)

34 WG Plus Servicios S de R, L de CV (Mexico)

CORPORATE GOVERNANCE

In compliance with the Listing Agreement with the Stock Exchange, your Board has adhered to the Corporate Governance Code. All the requisite Committees are functioning in line with the guidelines and on operational need basis.

As reported earlier, a reputed firm of independent Chartered Accountants has been carrying out the responsibilities of Internal Auditors and periodically they have been reporting their findings of systems, procedures and management practices. A separate note on Corporate Governance is included in this Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

Your Directors confirm as follows:

(a) The Statement of Accounts has been prepared in conformity with appropriate Accounting Standards.

(b) Accounting policies have been selected and consistently applied so as to give a true and fair view of the financial statements. Change in Accounting Policy and its impact on financial statements are disclosed separately as required under relevant Accounting Standards.

(c) Internal controls are in place to provide reasonable assurance and reliability of the accounting records and to safeguard the assets of the Company and also to detect fraud and other irregularities, if any.

A reputed independent accounting firm acts as Internal Auditors of your Company and they conduct regular audits.

(d) The Directors are satisfied that the Company has enough resources to carry on business and therefore have finalized the accounts as a ''going concern.''

CONSERVATION OF ENERGY

Your Company gives high priority for conservation of energy through better supervision and training of employees to economize the usage of electricity.

RESEARCH AND DEVELOPMENT, TECHNOLOGY, ABSORPTION, ADAPTATION & INNOVATION

Your Company has been continuously seeking and adapting new technology from Principals in order to develop skills locally and meet specific needs of Indian and global customers.

Personnel at all levels are routinely sent to Principals'' factories and design offices abroad for training and updating their skills.

FOREIGN EXCHANGE EARNINGS AND OUTFLOW

The Company earned Rs.203.64 (Rs.160.34) Million in foreign exchange and expended Rs.464.42 (Rs.175.88) Million in foreign exchange during the year under review.

INDUSTRIAL RELATIONS

During the period, the earlier wage agreement with the worker''s union expired and a new agreement for a further period of three years, to be signed is under discussion.

PERSONNEL

Particulars of employees as required under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of employees) Rules 1975 are given in the Annexure forming part of the Report.

DIRECTORS

In terms of the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Ms.Deepa Hingorani and Mr.Jan Johansen, both Independent Directors retire by rotation at the forthcoming Annual General Meeting and are eligible for reappointment.

AUDITORS

Messrs M K Dandeker & Co., Chartered Accountants, Chennai, Auditors of the Company retire at the end of forthcoming Annual General Meeting and have decided not to seek appointment. Based on the recommendation of the Audit Committee and in line with the provisions of the Companies Act, 1956, the Board recommends the appointment of Messrs Deloitte Haskins & Sells, Chartered Accountants, Bangalore as Auditors to hold office up to the date of the next Annual General Meeting.

ACKNOWLEDGEMENT

The Directors place on record their appreciation for valuable contribution made by employees at all levels, active support and encouragement received from the Government of India, the Government of Karnataka, Company''s Bankers, Customers, Principals, Business Associates and other Acquaintances.

Your Directors recognize the continued support extended by all the Shareholders and gratefully acknowledge with a firm belief that the support and trust will continue in the future also.

For and on behalf of the Board of Directors

Place: Bangalore Deepa Hingorani Viraj Naidu

Date: 28.02.2013 Director Managing Director


Dec 31, 2011

The Board of Directors have pleasure in presenting the 27th Annual Report and Audited statement of Accounts for the year ended 31st December 2011 together with the Auditors' Report.

FINANCIAL RESULTS

(Rs.in 'ooo)

Description 2011 2010

Sales & Service 1,539,853 1,076,365

Profit before depreciation, tax & financial charges 369,671 251,294

Less: Depreciation 21,935 18,009

Less: Interest 525 332

Less: Provision for taxation (net of deferred tax) 120,553 81,92

PROFIT AFTER TAXATION 226,658 151,030

Add: Profit & Loss account Balance b/f 385453 234423

PROFIT AVAILABLE FOR APPROPRIATION 612,111 385453

APPROPRIATION:

Amount transferred to General Reserves 59,602 NIL

Proposed Dividend & Tax thereon 351,040 NIL

Balance in Profit & Loss Account 201,469 385453

DIVIDEND

After the severe market drop from End Y2008 till Mid Y2009, your Company had been preserving cash as a precaution against any potential double dip recession in the global economy and its extended effect on the Company's business in India. However, in view of the sharp rise in the Company's performance since Y2009, and also based on the good initial market response for the new products being introduced by your Company in recent years, there is improved business confidence now. The Board of Directors, therefore, recommends an exceptional dividend of Rs. 200 per equity share of Rs. 10 each (2000 ACU-).

PERFORMANCE OF THE COMPANY

The sharp recovery of the Indian Industry since the last quarter Y2009, kept accelerating and almost peaked till the mid ofY20ii. This led to a record order intake of about Rs.150 Crores by your Company during Y2011. Your Company was also able to scale up its operations substantially to meet with this high demand successfully.

Year-on-year Sales rose by 43 ACU-, while PBT rose by 49 ACU-. High Inflation both Materials ACY- Salaries - has been a challenge for all Indian companies in 2011, but your Company was able to offset the inflation impact - at least in part - through Product Mix ACY- Pricing.

A significant part of the Management efforts was to keep scaling up - both in terms of internal output ACY- external vendor base development - as demand remained high during the year. The success of these efforts was evident with the very sharp rise in the last two quarters performance.

CORPORATE GOVERNANCE

In compliance with the listing agreement with the Stock Exchange, your Board has adhered to the Corporate Governance Code. All the requisite Committees are functioning in line with the guidelines and on operational need basis.

As reported earlier, a reputed firm of independent Chartered Accountants has been carrying out the responsibilities of Internal Auditors and periodically they have been reporting their findings of systems, procedures and management practices. A separate note on Corporate Governance is included in this Report.

DIRECTORS' RESPONSIBILITY STATEMENT

Your Directors confirm as follows:

(a) The Statement of Accounts has been prepared in conformity with appropriate Accounting Standards.

(b) Accounting policies have been selected and consistently applied so as to give a true and fair view of the financial statements Change in Accounting Policy and its impact on financial statements are disclosed separately as required under relevant Accounting Standards.

(c) Internal controls are in place to provide reasonable assurance and reliability of the accounting records and to safeguard the assets of the Company and also to detect fraud and other irregularities, if any.

A reputed independent accounting firm acts as Internal Auditors of your Company and they conduct regular audits.

(d) The Directors are satisfied that the Company has enough resources to carry on business and therefore have finalized the accounts as a going concern.

CONSERVATION OF ENERGY

Your Company gives high priority for conservation of energy through better supervision and training of employees to economize the usage of electricity.

RESEARCH AND DEVELOPMENT. TECHNOLOGY, ABSORPTION, ADAPTATION ACY- INNOVATION

Your Company has been continuously seeking and adapting new technology from principals in order to develop skills locally and meet specific needs of Indian and global customers.

Personnel at all levels are routinely sent to Principals' factories and design offices abroad for training and for updating their skills.

FOREIGN EXCHANGE EARNINGS AND OUTFLOW

The Company earned Rs.160.34 (Rs.1n.14l Million in foreign exchange and expended Rs. 175.88 (Rs.97.06) Million in foreign exchange during the year under review.

INDUSTRIAL RELATIONS

Industrial relations have been cordial and constructive, which have helped your Company to achieve production targets.

PERSONNEL

Particulars of employees as required under Section 217I2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules 1975 are given in the Annexure forming part of the Report.

DIRECTORS

In terms of the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Sanjay Arte, retires by rotation at the forthcoming Annual General Meeting and is eligible for reappointment.

AUDITORS

The Auditors, Messrs. M. K. Dandeker ACY- Co., Chartered Accountants, Chennai, retire at the ensuing Annual General Meeting. The Company has received a certificate under Section 224 -i(B) of the Companies Act, 1956 from Messrs. M. K. Dandeker ACY- Co., Chartered Accountants, that their appointment would be within the limits specified therein.

Your Directors recommend their appointment.

ACKNOWLEDGEMENT

The Directors place on record their appreciation for valuable contribution made by employees at all levels, active support and encouragement received from Government of India, Government of Karnataka, Company's Bankers, Customers, Principals and Business Associates.

Your Directors also recognize the continued support extended by all the Shareholders and gratefully acknowledge with a firm belief that the support and trust wi1l continue in the future also.

For and on behalf of the Board of Directors

Place: Bangalore Deepa Hingorani Viraj Naidu

Date: 29.02.2012 Director Managing Director


Dec 31, 2010

The Board of Directors have pleasure in presenting the 26th Annual Report and Audited statement of Accounts for the year ended 31st December 2010 together with the Auditors Report.

FINANCIAL RESULTS

(Rs.in 000)

Description 2010 2009

Sales & Service 1,076,365 712,929

Profit before depreciation, tax & financial charges 251,294 175,205

Less: Depreciation 18,009 19.941

Less:Interest 332 2,416

Less: Provision for taxation

(net of deferred tax) 81,923 54,225

PROFIT AFTER TAXATION 151,030 98,623

Add: Profit & Loss account Balance b/f 234,423 135,800

PROFIT AVAILABLE FOR APPROPRIATION 385,453 234,423

APPROPRIATION:

Proposed Dividend 8c Tax there on NIL NIL

Balance in Profit 8c Loss Account 385.453 234,423

DIVIDEND

Your Board has carefully reviewed the payout policy of the Company and recalls kind attention of the shareholders to the Dividend record and the bonus debentures issued and allotted out of Shareholders funds. The Directors after careful consideration have opined that uncertain business scenario with recent recession fresh in mind impacting the profitability is not to be overlooked. It has now been established that globally the best opportunity to invest surplus funds lies in India and accordingly, your Company recognizing this fact is exploring suitable opportunities towards this objective. Your Company sees multifold growth opportunities in the coming times:

1. Growth of Indian Foundries, which will require more automation/ upgrades that the Company currently provides

2. Growth of Wheelabrator range of machines into new market segments beyond foundries

3. Export of specific new products for which DISA India is now identified as Global supplier

4. Growing the filters business more strongly into new application segments

5. Strong opportunities for inorganic growth

These will provide major investment opportunities which will all lead to shareholder value enhancements. Accordingly, the Directors do not recommend Dividend for the year under report.

PERFORMANCE OF THE COMPANY

The recovery of the Indian Industry was evident by the last quarter of 2009 and during the whole of 2010, the Company saw industrial confidence getting stronger.

A significant part of the Management effort was to ramp up resources, as demand returned very fast during the year. The success of these efforts was evident with the very sharp rise in the last two quarters performance.

Fresh Order Intake was boosted up during the year and your Company finished with the highest ever Annual Order Intake of Rs.122 Crores. The year end Order Backlog was at a very healthy level of Rs.66 Crores, with an equally strong enquiry book.

While overall topline grew 51%, PBDIT growth was at 43% only, mainly due to some of the lower margin orders accepted during the slowdown time. Your Company is now seeing cost inflation on major bought outs &. also on salaries, as the demand for good talent is high.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

While the Global recovery is still sluggish, the Indian emergence from the slowdown of 2009 has been quite dramatic. India has now emerged as the Worlds 2nd Largest Foundry Producer and the trend seems to be further getting reinforced.

DISAs major markets - Indian Foundries - are currently facing a major demand boom, but against a background of severe crunch in availability of labour 8c power. This is now driving a clear move of upgrading towards High Productivity Automated High pressure Moulding Lines. Additionally, with the Global Merger of the Wheelabrator Group with the DISA Group in 2009, we now start focusing on Automotive & Steel Processing Industries for the whole range of Surface Preparation Equipment.

Your Company is well poised to capture a significant majority of these opportunities, as it covers the whole range of technologies within the DISA & Wheelabrator Groups.

The New DISAFLEX80, which was successfully commissioned during the year, has expanded the range in the Horizontal Flask Lines Category.

Your Company also developed 8c installed the Automatic Mould Handling (AMH) Systems in India, for the New range of Medium &. Large DISAMATCH machines, which came from Denmark.

The Company also launched the First Made in India DISAMATIC Vertical Moulding Machine - DISA 030 - which was very well received in the IFEX in Feb2011. Your Company has already received two orders for this DISA 030 machine and is hopeful of a good response from the Indian Foundries in the coming years.

The first machine (HB-l) from the Wheelabrator range was localised for the Indian Non-Foundry markets and has been well received for many of its novel features.

All these new product introductions 8c the continuing capacity upgrade / expansion trends by all Major Customers, lead to expect a good revenue growth for the Company in Year 2011.

To match this growth potential, your Company has already started further investments - since mid 2010 - into expansion of our manufacturing equipment & facilities, at both the Tumkur &. Hosakote Plants. During the year, the company increased its team strength significantly and are continuing to do so.

While the growth engine in India seems quite strong now, the high inflation and the Interest rate hikes have the potential to slow down this growth. The high inflation is also likely to hit margins, with major impact expected from steel price spikes.

The Company has adequate internal control systems as part of the Management Information System in place. Regular Audits are being conducted on all fronts by the Statutory and Internal Auditors.

GROUP COMPANIES

Persons constituting Croup coming within the definition of "Group" as defined in the Monopolies and Restrictive Trade Practices Act, 1969 include the following:

SI.no Name of the Company

1 Norican Holdings ApS (Denmark)

2 Norican Group ApS (Denmark)

3 DISA Holding A/S (Denmark)

4 DISA Holding II A/S (Denmark)

5 DISA Holding AG (Switzerland)

6 DISA Holding Acquisition LLC (Michigan USA)

7 DISA Industries A/S (Denmark)

8 DISA Industries AG( Switzerland)

9 DISA Industries, Inc. (Illinois, USA)

10 DISA Industries s.r.o. (Czech Republic)

11 DISA K K (Japan)

12 DISA Machinery Limited (China)

13 DISA Trading (Shanghai) Co Limited (China)

14 DISA Technologies Private Limited (India)

15 WGH Holding Corp. (BVI)

16 WG Global LLC (Delaware, USA)

17 Wheelabrator Group, Inc. (Delaware, USA)

18 Wheelabrator Group (Canada) Ltd, (Canada)

19 Castalloy, Inc. (Delaware, USA)

20 WGH UK Holdings Ltd. (UK)

21 WGH UK Limited (UK)

22 Wheelabrator Technologies (UK) Ltd (UK)

23 Wheelabrator Group SLU (Spain)

24 Wheelabrator Group Holding GmbH (Germany)

25 Wheelabrator Group GmbH (Germany)

26 Wheelabrator Group SAS (France)

27 Matrasur Composites SAS (France)

28 Wheelabrator Group Limited (UK)

29 WG Plus de Mexico S de RL de CV (Mexico)

CORPORATE GOVERNANCE

In compliance with the listing agreement with the Stock Exchange, your Board has adhered to the Corporate Governance Code. All the requisite Committees are functioning in line with the guidelines and on operational need basis.

As reported earlier, a reputed firm of independent Chartered Accountants has been carrying out the responsibilities of Internal Auditors and periodically they have been reporting their findings of systems, procedures and management practices. A separate note on Corporate Governance is included in this Report.

DIRECTORS RESPONSIBILITY STATEMENT

Your Directors confirm as follows:

(a) The Statement of Accounts has been prepared in conformity with appropriate Accounting Standards.

(b) Accounting policies have been selected and consistently applied so as to give a true and fair view of the financial statements. Change in Accounting Policy and its impact on financial statements are disclosed separately as required under relevant Accounting Standards.

(c) Internal controls are in place to provide reasonable assurance and reliability of the accounting records and to safeguard the assets of the Company and also to detect fraud and other irregularities, if any.

A reputed independent accounting firm acts as Internal Auditors of your Company and they conduct regular audits.

(d) The Directors are satisfied that the Company has enough resources to carry on business and therefore have finalized the accounts as a going concern.

CONSERVATION OF ENERGY

Your Company gives high priority for conservation of energy through better supervision and training of employees to economize the usage of electricity.

RESEARCH AND DEVELOPMENT, TECHNOLOGY, ABSORPTION, ADAPTATION & INNOVATION

Your Company has been continuously seeking and adapting new technology from principals in order to develop skills locally and meet specific needs of Indian and global customers.

Personnel at all levels are routinely sent to Principals factories and design offices abroad for training and updating their skills.

FOREIGN EXCHANGE EARNINGS AND OUTFLOW

The Company earned Rs. 111.14 (Rs.30.48) Million in foreign exchange and expended Rs. 88.20 (Rs.63.45) Million in foreign exchange during the year under review.

INDUSTRIAL RELATIONS

Industrial relations have been cordial and constructive, which have helped your Company to achieve production targets.

PERSONNEL

Particulars of employees as required under Section 217UA) of the Companies Act, 1956, read with the Companies (Particulars of employees) Rules 1975 are given in the Annexure forming part of the Report.

DIRECTORS

In terms of the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr.Jan Johansen retires by rotation at the forthcoming Annual General Meeting and is eligible for reappointment.

AUDITORS

The Auditors, Messrs. M. K. Dandeker &. Co., Chartered Accountants, Chennai, retire at the ensuing Annual General Meeting. The Company has received a certificate under Section 224 -i(B) of the Companies Act, 1956 from Messrs. M. K. Dandeker &. Co., Chartered Accountants, Chennai that their appointment would be within the limits specified therein.

Your Directors recommend their appointment.

ACKNOWLEDGEMENT

The Directors place on record their appreciation for valuable contribution made by employees at all levels, active support and encouragement received from Government of India, Government of Karnataka, Companys Bankers, Customers, Principals and Business Associates.

Your Directors also recognize the continued support extended by all the Shareholders and gratefully acknowledge with a firm belief that the support and trust will continue in the future also,

For and on behalf of the Board of Directors

Place: Bangalore Deepa Hingorani Viraj Naidu

Date: 25.02.2011 Director Managing Director


Dec 31, 2009

The Board of Directors have pleasure in presenting the 25th Annual Report and Audited statement of Accounts for the year ended 31st December 2009 together with the Auditors Report.

FINANCIAL RESULTS

(Rs.in 000)

Description 2009 2008

Sales & Service 712,929 859,288

Profit before depreciation, tax 175,205 205,757 & financial charges

Less: Depreciation 19,941 16,970

Less: Interest 2,416 5,595

Less: Provision for taxation (net of deferred tax) 54,225 63,486

PROFIT AFTER TAXATION 98,623 119,706

Add: Profit & Loss account Balance b/f 135,800 16,094

PROFIT AVAILABLE FOR

APPROPRIATION 234,423 135,800

Amount transferred to reserve NIL NIL Balance carried to Profit & Loss Account 234,423 135,800

DIVIDEND

Despite the recovery trend, the profitability achieved during the year under report has been less than that of the previous year. Your Directors felt it appropriate to conserve the cash resources and therefore do not recommend any Dividend for the year.

PERFORMANCE OFTHE COMPANY

The year 2009 saw a wide fluctuation in the demand for your Companys products and a significant part of the management challenge was to match resources with the changing markets. While the first half of the year was very low - continuing from Y2008s major slowdown of the Indian Industry - the second half saw a recovery trend.

Fresh Order Intake was very low throughout the year; however, the last quarter brought in significant order finalisations, which raised the Companys order backlog to a reasonably healthy figure by the year end.

However, the recovery seen in the second half of the year could not offset the huge drop seen in the first half. As such, compared to Y2008, Sales in Y2009 went down 17%.

On the other hand, the Management actions on cost cutting - both on Variable & Fixed Costs - are clearly reflected with Operating Profit (PBDIT) going down 15% only.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Global Recession & its resulting slowdown in the Indian Industry took away a major chunk of the demand in the first half of 2009. Thankfully, the Indian market improved in the second half, thereby fuelling the business confidence of most of the major customers. While the Global recovery is still considered very slow and in some pockets still doubtful, the full confidence is yet to be built up.

This external environment had strong impact on the Capital Equipment Industry, as the Fresh Order Intake came down sharply. It was only thanks to some high order intakes in the last quarter, that the Total Order Intake in Y2009, for your Company, actually went up marginally to Rs.73 Crores (against Rs.70 Crores in Y2008).

The decline was across all the Product Offerings - Moulding, Shot Blast & Filters. Your Company saw a small growth in our Spares / Services business, as the Company continued to focus on this area for increasing penetration and the effect of increased installed base in the recent years.

The New Flex 80 Flask Line was delivered in 2009 and will be commissioned shortly. With this, the Company continues to make further inroads in the High Pressure Moulding Lines using Horizontal Flask system.

There have been significant learnings from the market upheavals of the last two years. Focus on cost reduction & working capital improvement, are higher than ever before, with significant improvements already made.

The Company is now in a cautious ramping up of the resources again, so as to leverage from the sharp recovery seen over the last few months.

The Company has adequate internal control systems as part of the Management Information System in place. Regular Audits are being conducted on all fronts by the Statutory and Internal Auditors.

GROUP COMPANIES

Persons constituting Group coming within the definition of "Group" as defined in the Monopolies and Restrictive Trade Practices Act, 1969 include the following:

SI. no Name of the Company

1 DISA Holding A/S, Denmark

2 DISA Holding II A/S, Denmark

3 DISA Holding AG, Switzerland

4 DISA Holding Corporation, Oswego

5 DISA Industrianlagen GmbH, Germany

6 DISA Industries A/S, Denmark

7 DISA Industries AG, Switzerland

8 DISA Industries Oswego, USA

9 DISA Industries s.r.o., Czech Republic

10 DISA Industries UK Limited, UK

11 DISA K K.Japan

12 DISA Limited, Hong kong

13 DISA Machinery Limited, China

14 DISA Trading (Shanghai) Co Limited

15 DISA Technologies Private Limited, India

16 GF DISA England Limited, UK

17 WGH HOLDING GROUP (BVI)

18 WG GLOBAL LLC (Delaware)

19 WHEELABRATOR GROUP, INC (Delaware)

20 WHEELABRATOR GROUP (Canada) Inc, (Canada)

21 ISPC II LLC (Delaware)

22 ISPC II & Cie SCS (Luxembourg)

23 International Surface Preparation Company Sarl(Luxembourg)

24 WGH UK Holdings Ltd. (UK)

25 WGH UK Limited (UK)

26 Wheelabrator Technologies (UK) Ltd, UK

27 Wheelabrator Group SLU (Spain)

28 Wheelabrator Group Holding GmbH (Germany)

29 Wheelabrator Group SAS (France)

30 Wheelabrator Group NV (Belgium)

31 Blast Cleaning Techniques Ltd (UK)

32 Wheelabrator Group Limited, (UK)

33 Wheelabrator Group s.r.o. (Czech Republic)

34 Wheelabrator Group SRL (Romania)

CORPORATE GOVERNANCE

In compliance with the listing agreement with the Stock Exchange, your Board has adhered to the Corporate Governance Code. All the requisite Committees are functioning in line with the guidelines and on operational need basis.

As reported earlier, a reputed firm of independent Chartered Accountants has been carrying out the responsibilities of Internal Auditors and periodically they have been reporting their findings of systems, procedures and management practices. A separate note on Corporate Governance is included in this Report.

DIRECTORS RESPONSIBILITY STATEMENT

Your Directors confirm as follows:

(a) The Statement of Accounts has been prepared in conformity with appropriate Accounting Standards.

(b) Accounting policies have been selected and consistently applied so as to give a true and fair view of the financial statements. Change in Accounting Policy and its impact on financial statements are dis- closed separately as required under relevant Account- ing Standards.

(c) Internal controls are in place to provide reasonable assurance and reliability of the accounting records and to safeguard the assets of the Company and also to detect fraud and other irregularities, if any.

A reputed independent accounting firm acts as Internal Auditors of your Company and they conduct regular audits.

(d) The Directors are satisfied that the Company has enough resources to carry on business and therefore have finalized the accounts as a going concern.

CONSERVATION OF ENERGY

Your Company gives high priority for conservation of energy through better supervision and training of employees to economize the usage of electricity.

RESEARCH AND DEVELOPMENT, TECHNOLOGY, ABSORPTION, ADAPTATION & INNOVATION

Your Company has been continuously seeking and adapting new technology from principals in order to develop skills locally and meet specific needs of Indian and global customers.

Personnel at all levels are routinely sent to Principals factories and design offices abroad for training and updating their skills.

FOREIGN EXCHANGE EARNINGS AND OUTFLOW

The Company earned Rs. 30.48 (Rs.51.3) Million in foreign exchange and expended Rs. 63.45 (Rs.300.14) Million in foreign exchange during the year under review.

INDUSTRIAL RELATIONS

During the period, the earlier wage agreement with the workers union expired and a new agreement for a further period of three years, to be signed is under discussion.

Industrial relations have been cordial and constructive, which have helped your Company to achieve production targets.

PERSONNEL

Particulars of employees as required under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of employees) Rules 1975 are given in the Annexure forming part of the Report.

DIRECTORS

During the year under review, Mr. Kent Arentoft and Mr. Lars Christensen resigned as Chairman and Director respectively, due to personal reasons. Your Board places on record its deep appreciation on the yeomen services rendered by Mr. Kent Arentoft and Mr. Lars Christensen. Mr.Viraj Naidu was re-designated as Managing Director with effect from 1st Jan 2010 and his terms were altered within the limits of Schedule XIII to the Companies Act, 1956, as already approved by the Shareholders.

In terms of the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Ms.Deepa Hingorani, and Mr. Sanjay Arte retire by rotation at the forthcoming Annual General Meeting and are eligible for reappointment.

AUDITORS

The Auditors, Messrs. M. K. Dandeker & Co., Chartered Accountants, Chennai, retire at the ensuing Annual General Meeting. The Company has received a certificate under Section 224 -1 (B) of the Companies Act, 1956 from Messrs. M. K. Dandeker & Co., Chartered Accountants, Chennai that their appointment would be within the limits specified therein.

Your Directors recommend their appointment.

ACKNOWLEDGEMENT

The Directors place on record their appreciation for valu- able contribution made by employees at all levels, active support and encouragement received from Government of India, Government of Karnataka, Companys Bankers, Customers, Principals and Business Associates.

Your Directors also recognize the continued support ex- tended by all the Shareholders and gratefully acknowledge with a firm belief that the support and trust will continue in the future also.

For and on behalf of the Board of Directors

Place: Bangalore Deepa Hingorani Viraj Naidu Date: 26.02.2010 Director Managing Director

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