Directors Report of Hercules Hoists Ltd.

Mar 31, 2018

Dear Members,

The present our 56^th Annual Report together with the Audited Financial Accounts for the year ended March 31, 2018:

1. Financial Results

(Rs. In Lakhs)

Financial Results	As on March 31, 2018	As on March 31, 2017
Revenue from Operations and other Incomes	8,702.70	9,330.57
Profit before Finance Cost & Depreciation	1,365.57	1,276.54
Less- Finance Cost	3.80	22.51
Less-Depreciation	292.23	259.05
Profit Before Taxes	1,069.55	994.98
Provision for Taxation for the year (including deferred tax and earlier year’s income-tax adjustment )	91.15	199.37
Profit After Taxes	978.40	795.61

2. Dividend

The Directors recommend for consideration of the shareholders at the Annual General Meeting payment of dividend of Rs. 1.25 per Equity Share of Re.1.00 for the year ended March 31, 2018 as against Rs.1.00 per Equity Shares of Re.1.00 in the previous year.

3. Operations

The revenue from operations of Rs. 7,707.73 Lakhs is 5.18% lower than last year’s revenue from operations of Rs. 8,128.75 Lakhs. The net profit of Rs. 978.40 Lakhs is 22.97% more, as compared to last year’s net profit of Rs. 795.61 lakhs

Investment in capital goods and heavy industries is still to pick up. The Company is hopeful that with various steps taken by the government, the situation should improve during the course of the year. The implementation of Theory of Constraints (ToC) based demand and supply management system model adopted by the Company last year is progressing satisfactorily and it is slowly showing result in customer and supplier management as also debtor and inventory areas. The Companies is actively pursuing to add new / enhanced product lines in Companies portfolio. This should help the Company in offering winder range of the product.

The Company’s 4 Windmills produced 54.04 Lakhs units of energy in the current year, as against 58.75 Lakhs units of energy produced in the previous year.

4. Directors and Key Managerial Personnel-Changes

As per section 152 (6) of the Companies Act, 2013, Shri Naresh Chandra and Shri K F Jhunjhunwala are liable to retire by rotation at the ensuring Annual General Meeting and being eligible, offer themselves for re-appointment . As per regulation no. 17 (1A) of the SEBI (LODR) Amendment Regulations 2018, approval of the shareholders vide special resolution is required in case a Director seeking appointment, if he has attained the age of 75. Accordingly, resolutions seeking Members’ approval vide special resolution for approval of appointments are given in the notice with explanatory statement.

The members at the Annual General Meeting dated August 9, 2017 had approved re-appointment of Shri H A Nevatia as a Director in Whole-time employment of the Company with effect from November 22, 2017 for a period of three years.

5. Declaration by Independent Directors

The Independent Directors have submitted the Declaration of Independence, as required pursuant to section 149(7) of the Companies Act, 2013 stating that they meet the criteria of independence as provided in sub-section (6).

6. Auditors

A) Statutory Auditors

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Rules made thereunder, the auditors of the Company, M/s. Kanu Doshi Associates LLP, Chartered Accountants, Mumbai were appointed in the previous Annual General Meeting of the Company by the shareholders for five years terms at the 55th Annual General Meeting to hold office until the conclusion ofthe 60th Annual General Meeting.

As per Companies (Audit and Auditors) Amendment Rules, 2014 dated 07/05/2018, the provision regarding ratification of auditor at every Annual General Meeting is omitted. Further, the appointment of statutory auditor is not being ratified at the Annual General Meeting of the Company, as it is no longer required. Accordingly, M/s Kanu Doshi Associates, LLP Auditor of the Company will hold office till the conclusion of the 60th Annual General Meeting of the Company

B) Cost Auditors

Pursuant to Section 148 of the Companies Act, 2013 and rules made thereunder, the Board of Directors had, on the recommendation of the Audit Committee, appointed M/s R Nanabhoy & Co. Cost Accountants, to audit the cost accounts of the Company for the financial year 2018-19 at a remuneration of Rs. 45,000/-plus service tax, reimbursement of out-of pocket expenses, subject to ratification by the shareholders at ensuing Annual General Meeting. Accordingly, a resolution seeking Members’ ratification for the remuneration payable to Cost Auditors is given in the notice.

C) Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the rule made thereunder, the Company has appointed M/s S N Ananthasubramaniam & Co, Company Secretaries, to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit Report is annexed herewith as “Annexure C”.

7. Significant and Material orders passed by the Regulators or Court

During the year in review, there were no significant and material orders passed by the Regulators or Courts or tribunals, which may impact the going concern status of the Company and its operations in future.

8. Internal Control over system and financial reporting

The Company has adequate internal control systems to monitor its operations and also the Company has policies and procedure in place for reliable financial reporting.

9. Material Changes & Commitments

There have been no material changes and commitments, affecting the financial position of the company, which have occurred between the end of the financial year of the company and the date of this report.

10. Presentation of Financial Results

The financial results of the Company for the year ended March 31, 2018 have been disclosed as per Schedule III of the Companies Act, 2013.

The financial statements up to year ended March 31, 2017 were prepared in accordance with the accounting standards notified under Companies (Accounting Standard) Rules 2006 as amended and other relevant provisions ofthe act.

The annexed financial statements comply in all material aspects with Indian Accounting Standards (IND AS) notified as per Companies (Indian Account Standard) Rules 2015 under section 133 of the Companies Act 2013 and other relevant provisions of the act.

These financial statements are the first financial statements of the Company under IND AS. Detailed information on the impact the transition from previous GAAP to IND AS is provided in the annexed to financial statement.

11. Risk Management Policy

Information on the development and implementation of a risk management policy for the company including identification therein of elements of risk which in the opinion of the board may threaten the existence of the Company is given in the annexed Management Discussion and Analysis.

12. Corporate Social Responsibility (CSR)

Detailed information on CSR Policy developed and implemented by the Company on CSR initiatives taken during the year pursuant to section 134 & 135 of the Companies Act 2013 is given in the “Annexure A”.

13. Directors’ Responsibility Statement

As required under section 134(3)(c) of the Companies Act, 2013 Directors, to the best of their knowledge and belief, state that-

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

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

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

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

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

14. Vigil Mechanism

The details of the Vigil Mechanism Policy covered under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 are explained in the Corporate Governance Report and also posted on the website of the Company.

15. Directors’ Remuneration Policy and Criteria for matters under section 178

Information regarding Directors’ Remuneration Policy & criteria for determining qualifications, positive attributes, independence of a director and other matters provided under sub-section (3) of Section 178 are provided in the annexed Corporate Governance Report.

16. Corporate Governance

Detailed reports on matters relating to Corporate Governance and Management Discussion and Analysis Report under SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, are annexed as part of this Annual report together with the report of Practicing Company Secretary on its compliance thereon.

17. Particulars of Employees

The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees’ particulars which is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting.

18. Particulars of Loans, Guarantees or Investments

Details of Loans, Guarantees and Investments, if any covered under the provisions of Section 186 of the Companies Act, 2013 are given in note No. 8 and 17 to the Financial Statements.

19. Number of Meetings of the Board and Audit Committee

During the year, four Board Meetings and four Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report.

20. Formal Annual Evaluation of the performance of Board, its Committees and Directors

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015, the Board has carried out an annual performance evaluation of its own performance, Board as a whole and committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

21. Related Party Transactions

All related party transactions that were entered into during the financial year were on an arm’s length basis and were in the ordinary course of business. There were no materially significant related party transactions made by the Company with Promoters, Directors and Key Managerial Personnel which may have a potential conflict with the interest of the Company. The policy on Related Party Transactions as approved by the Board is placed on the Company’s website.

22. Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace

The Company has in place an Anti-Sexual Harassment Policy and Internal Complaints Committee (ICC) to redress complaints received regarding sexual harassment in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. All employees are covered under this policy. There were no Complaints received during the year.

23. Energy Conservation, Technology Absorption and Foreign Exchange Earning and Outgo

The information on conservation of energy, technology absorption, foreign exchange earning and outgo etc. to the extent applicable stipulated under section 134 (3) (m) of the Companies Act, 2013 read with Rule no. 8 of the Companies (Accounts) Rules, 2014 is set out in “Annexure A” annexed hereto.

24. Extract of Annual Return

The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as “Annexure B”

25. Industrial Relations

The relationship with the employees continued to remain cordial during the year.

Your Directors take this opportunity to thank the Banks, Government authorities, Regulatory authorities, Stock exchanges, Employees and all Stakeholders for their continued co-operation and support to the Company.

On behalf of the Board of Directors

Dated : 22/05/2018 Shekhar Bajaj

Place : Mumbai Chairman

(DIN No. 00089358)

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Mar 31, 2017

Dear Members,

We present our 55^th Annual Report together with the Audited Financial Accounts for the year ended March 31, 2017:

1. Financial Results

(Rs. In Lakhs)

Financial Results	As on March 31, 2017	As on March 31, 2016
Revenue from Operations and Other Incomes	82,65.17	103,30.02
Profit before Finance Cost & Depreciation	9,81.58	19,13.84
Less- Finance Cost	22.51	24.58
Less-Depreciation	2,59.05	2,20.17
Profit before taxes	7,00.02	16,69.09
Provision for taxation for the year (including deferred tax, earlier year''s income-tax adjustment, and MAT credit )	1,00.15	3,40.17
Profit after Taxes	5,99.87	13,28.92
Add: Balance brought forward from previous year	13,52.76	11,01.55
Profit available for appropriation	19,52.63	24,30.47

2. Dividend

The Directors recommend for consideration of the shareholders at the Annual General Meeting payment of dividend of Re. 1.00 per Equity Share of Re.1.00 each for the year ended March 31, 2017 as against Rs.1.50 per Equity Shares of Re.1.00 in the previous year.

3. Operations

The revenue from operations of Rs. 74,16.45 Lakhs is 18.62% lower than last year''s revenue from operations of Rs.91,13.55 Lakhs. The net profit of Rs. 5,99.87 Lakhs is 54.86% lower, as compared to last year''s net profit of Rs.13,28.92 Lakhs.

With the Company''s products / solutions being used as capital equipment, sectors which are the drivers of capital equipment industry have still not picked up to levels where capacity utilization of industry requires higher investment either for expansion or new projects. Sectors like automotive, metals, engineering, power and other manufacturing sectors where the Company''s products / solutions are required are not seeing any noticeable growth yet.

The Company has invested in a highly efficient ERP system. To further the streamlining of operations and create a decisive competitive edge, the Company has commenced the implementation of a Theory of Constraints (ToC) based on demand and supply management system. This will enable the Company to significantly improve its sales distribution processes whereby it will be able to attend to customer requirements substantially faster. The Company expects to streamline its working capital with the full implementation of ToC based system.

The Company is shifting its commercial office to a new office situated at Belapur, Navi Mumbai for improving operational efficiency.

The Company has disposed inventory amounting to Rs. 2,06.95 Lakhs net of realizable value during the year, which had become obsolete due to design changes for improving performance and range of Company''s products. The Company has made provision of Rs. 2,86.92 Lakhs for old and unrecoverable dues from customers during the year.

The Company''s 4 Windmills produced 58.75 Lakhs units of energy in the current year, as against 46.21 Lakhs units of energy produced in the previous year.

4. Directors and Key Managerial Personnel-Changes

Shri K C Uebel and Shri Shekhar Bajaj retire by rotation at the ensuring Annual General Meeting and being eligible, offer themselves for re-appointment. The Board of Directors have re-appointed Shri H A Nevatia as a Director in Whole-time employment of the Company with effect from November 22, 2017 for a period of three years. The Special Resolution for approval of his appointment as a “Whole-time Director” is given in the notice. The detailed profiles of above mentioned Directors are given under the head “Corporate Governance”.

The members at the Annual General Meeting held on August 12, 2016, had approved the appointment of Shri Vandan Shah, as an Independent Director for a term of five years, effective from February 6, 2016.

5. Declaration by Independent Directors

The Independent Directors have submitted the Declaration of Independence, as required pursuant to section 149(7) of the Companies Act, 2013 stating that they meet the criteria of independence as provided in sub-section (6).

6. Auditors

A) Statutory Auditor

Pursuant to the provisions of section 139 of the Companies Act, 2013, the 3 years terms of present auditor M/s M L Bhuwania & Co, Chartered Accountants, expires on 55^th Annual General Meeting. The Board of Directors places on record its appreciation to the services rendered by them, as the Statutory Auditor of the Company.

Further, on recommendation of audit committee, the Board considered a proposal to appoint from M/s. Kanu Doshi Associates LLP, Chartered Accountants, Mumbai for five years term with effect from 55^th Annual General Meeting to 60th Annual General Meeting of the Company. Also, the Company has received a certificate from them to the effect that their appointment, if made, would be within the prescribed limit under the Act. The Board recommends their appointment.

B) Cost Auditor

Pursuant to Section 148 of the Companies Act, 2013 and rules made there under, the Board of Directors had, on the recommendation of the Audit Committee, appointed M/s R Nanabhoy & Co. Cost Accountants, to audit the cost accounts of the Company for the financial year 2017-18 at a remuneration of Rs. 0.42 Lakhs -plus service tax, reimbursement of out-of pocket expenses, subject to ratification by the shareholders at ensuing Annual General Meeting. Accordingly, a Resolution seeking Members'' ratification for the remuneration payable to Cost Auditors is given in the notice.

C) Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the rule made there under, the Company has appointed M/s S N Ananthasubramaniam & Co, Company Secretaries, to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as “Annexure C”.

7. Significant and Material orders passed by the Regulators or Court

During the year in review, there were no significant and material orders passed by the Regulators or Courts or tribunals, which may impact the going concern status of the Company and its operations in future.

8. Internal Control over system and financial reporting

The Company has adequate internal control systems to monitor its operations and also the Company has policies and procedure in place for reliable financial reporting.

9. Material Changes & Commitments

There have been no material changes and commitments, affecting the financial position of the company, which have occurred between the end of the financial year of the company and the date of this report.

10. Presentation of Financial Results

The financial results of the Company for the year ended March 31, 2017 have been disclosed as per Schedule III of the Companies Act, 2013.

11. Risk Management Policy

Information on the development and implementation of a risk management policy for the company including identification therein of elements of risk which in the opinion of the board may threaten the existence of the Company is given in the annexed Management Discussion and Analysis.

12. Corporate Social Responsibility (CSR)

Detailed information on CSR Policy developed and implemented by the Company on CSR initiatives taken during the year pursuant to section 134 & 135 of the Companies Act 2013 is given in the “Annexure A”.

13. Directors’ Responsibility Statement

As required under section 134(3)(c) of the Companies Act, 2013 Directors, to the best of their knowledge and belief, state that

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

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

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

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

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

14. Vigil Mechanism

The details of the Vigil Mechanism Policy covered under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 are explained in the Corporate Governance Report and also posted on the website of the Company.

15. Directors’ Remuneration Policy and Criteria for matters under section 178

Information regarding Directors’ Remuneration Policy & criteria for determining qualifications, positive attributes, independence of a director and other matters provided under sub-section (3) of Section 178 are provided in the annexed Corporate Governance Report.

16. Corporate Governance

Detailed reports on matters relating to Corporate Governance and Management Discussion and Analysis Report under SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, are annexed as part of this Annual report together with the report of Practicing Company Secretary on its compliance thereon.

17. Particulars of Employees

The information required pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees’ particulars which is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting.

18. Particulars of Loans, Guarantees or Investments

Details of Loans, Guarantees and Investments, if any, covered under the provisions of Section 186 of the Companies Act, 2013 are given in schedule No. 10 & 15 to the Financial Statements.

19. Number of Meetings of the Board and Audit Committee

During the year, five Board Meetings and five Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report.

20. Formal Annual Evaluation of the performance of Board, its Committees and Directors

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirement) Regulations 2015, the Board has carried out an annual performance evaluation of its own performance, Board as a whole and committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

21. Related Party Transactions

All related party transactions that were entered into during the financial year were on an arm’s length basis and were in the ordinary course of business. There were no materially significant related party transactions made by the Company with Promoters, Directors and Key Managerial Personnel which may have a potential conflict with the interest of the Company. The policy on Related Party Transactions as approved by the Board is placed on the Company’s website.

22. Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace

The Company has in place an Anti-Sexual Harassment Policy and Internal Complaints Committee (ICC) to redress complaints received regarding sexual harassment in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. All employees are covered under this policy. There were no Complaints received during the year.

23. Energy Conservation, Technology Absorption and Foreign Exchange Earning and Outgo

The information on conservation of energy, technology absorption, foreign exchange earning and outgo etc. to the extent applicable stipulated under section 134 (3) (m) of the Companies Act, 2013 read with Rule no. 8 of the Companies (Accounts) Rules, 2014 is set out in “Annexure A” annexed hereto.

24. Extract of Annual Return

The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as “Annexure B”

25. Industrial Relations

The relationship with the employees continued to be cordial during the year.

Your Directors take this opportunity to thank the Banks, Government authorities, Regulatory authorities, Stock exchanges, Employees and all Stakeholders for their continued co-operation and support to the Company.

On behalf of the Board of Directors

Dated : May 30, 2017 Shekhar Bajaj

Place : Mumbai Chairman

(DIN No. 00089358)

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Mar 31, 2015

Dear Members,

We present our 53rd Annual Report together with the Audited Financial Accounts for the year ended March 31, 2015:

1. Financial Results (Rs. in Lacs)

As on As on Financial Results March 31,2015 March 31,2014

Revenue from Operations and other Incomes 10721.29 11478.00

Profit before Finance Cost & Depreciation 2019.23 3012.56

Less- Finance Cost - -

Less-Depreciation 259.30 199.91

Profit before taxes 1759.93 2812.65

Provision for taxation for the year (including deferred tax and Earlier year's income-tax adjustment) 495.47 836.27

Profit after Taxes 1264.46 1976.38

Add: Balance brought forward from previous year 914.81 500.00

Profit available for appropriation 2179.27 2476.38

Less- Appropriations

a) Proposed Dividend 480.00 480.00

b) Tax on Dividend 97.72 81.57

c) Transferred to General Reserve 500.00 1000.00

Balance Carried Forward 1101.55 914.81 2. Dividend

The Directors recommend for consideration of the shareholders at the Annual General Meeting payment of dividend of Rs. 1.50/- per Equity Share of Re.1/- for the year ended March 31, 2015 as against Rs.1.50/- per Equity Shares of Re.1/- in the previous year.

3. Operations

The revenue from operations of Rs. 97.48 Crores is 6.46% lower than last year's revenue from operations of Rs. 104.22 crores. The net profit of Rs. 12.64 Crores is 36.03 % lower, as compared to last year's net profit of Rs.19.76 Crores. The decrease in revenue has been mainly due to macro economic reasons: stagnating economic growth across the sectors where the Company's customers operate. This resulted in a situation where there was no or poor progress of new projects or expansion projects or lack of investments in capital equipment which could have otherwise resulted in a demand for the material handling equipment made by the Company. The Directors are hopeful that steps will be taken by the present Government to revive the economic growth which could result in an economic upsurge leading to creation of demand for the Company's products / solutions.

The Company's 4 Windmills produced 57.72 Lakhs units of energy in the current year, as against 69.79 Lakhs units of energy produced in the previous year.

4. Directors and Key Managerial Personnel-Changes

Shri K C Uebel and Shri Shekhar Bajaj retire by rotation at the ensuring Annual General Meeting and being eligible, offer themselves for re-appointment. The Board of Directors had appointed Smt Shruti Jatia as an Additional Director (Independent) of the Company for a term of five consecutive years in the category of Independent Director with effect from November 12, 2014 and she holds office till the ensuing Annual General Meeting. The Ordinary Resolution for confirmation of her appointment as a Director is given in the Notice.

Shri H A Nevatia was re-appointed as a Director in whole-time employment of the Company with effect from November 22, 2014 for a period of three years by the Board of Directors in their meeting held on November 12, 2014. The Special Resolution for approval of his appointment as a "Whole-time Director" is given in the notice.

The detailed profiles of above mentioned Directors are given under the head "Corporate Governance".

Pursuant to section 149(4) of the Companies Act, 2013, the Board, in its meeting held on May 28, 2014 appointed the existing Independent Directors under clause 49 as "Independent Directors". The Board appointed a woman Director in its meeting held on November 12, 2014 under the proviso of the section 149 (1) (b). The members at the Annual General Meeting held on August 11, 2014, approved the appointment of the existing Independent Directors for a term of five years, effective from April 1, 2014.

Pursuant to Section 203 of the Companies Act, 2013, the Board has appointed, in its meeting held on May 28, 2014, Shri Prakash Subramaniam, President and CEO, Shri Vijay Singh, Chief Financial Officer and Shri Kiran Mukadam, Company Secretary as Key Managerial Personnel of the Company.

5. Declaration by Independent Directors

The Independent Directors have submitted the Declaration of Independence, as required pursuant to section 149(7) of the Companies Act, 2013 stating that they meet the criteria of independence as provided in sub-section 149 (6).

6. Auditors

A) Statutory Auditor

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the rules made thereunder, the auditors of the Company, M/s M L Bhuwania & Co, Chartered Accountants, Mumbai were appointed by the shareholders for three years terms at the 52nd Annual General Meeting to hold office until the conclusion of the 55th Annual General Meeting, subject to ratification by the shareholders at each Annual General Meeting.

The members are requested to ratify the appointment of M/s M L Bhuwania & Co, Chartered Accountants, Mumbai as statutory auditors of the company and to fix their remuneration for the financial year 2015-16.

B) Cost Auditor

Pursuant to Section 148 of the Companies Act, 2013 and rules made thereunder, the Board of Directors had, on the recommendation of the Audit Committee, appointed M/s R Nanabhoy & Co. Cost Accountants, to audit the cost accounts of the Company for the financial year 2015-16 at a remuneration of Rs. 35,000/-plus service tax, reimbursement of out-of pocket expenses, subject to ratification by the shareholders at ensuing Annual General Meeting. Accordingly, a Resolution seeking Members' ratification for the remuneration payable to Cost Auditors is given in the notice.

C) Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the rule made thereunder, the Company has appointed M/s S N Anantha subramaniam & Co, Company Secretaries to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit is annexed herewith as "Annexure C".

7. Significant and Material orders passed by the Regulators or Court

During the year in review, there were no significant and material orders passed by the Regulators or Courts or tribunals, which may impact the going concern status of the Company and its operations in future.

8. Material Changes & Commitments

There have been no material changes and commitments, affecting the financial position of the company, which have occurred between the end of the financial year of the company and the date of this report.

9. Adequacy of Internal Financial Control

Internal financial controls with reference to the financial statements were adequate and operating effectively.

10. Presentation of Financial Results

The financial results of the Company for the year ended March 31, 2015 have been disclosed as per Schedule III to the Companies Act, 2013.

11. Risk Management Policy

Information on the development and implementation of a risk management policy for the company including identification therein of elements of risk which in the opinion of the board may threaten the existence of the Company is given in the annexed Management Discussion and Analysis.

12. Corporate Social Responsibility (CSR)

Detailed information on CSR Policy developed and implemented by the Company on CSR initiatives, taken during the year pursuant to section 134 & 135 of the Companies Act 2013 is given in the "Annexure A".

13. Directors' Responsibility Statement

As required under section 134(3)(c) of the Companies Act, 2013 Directors, to the best of their knowledge and belief, state that -

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

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

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

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

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

14. Corporate Governance

Detailed reports on matters relating to Corporate Governance and Management Discussion and Analysis Report under Clause 49 of the Listing Agreement are annexed as part of this Annual report together with the report of Practicing Company Secretary on its compliance thereon.

15. Vigil Mechanism

The details of the Vigil Mechanism Policy covered under the Companies Act, 2013 and Clause 49 of the Listing Agreement are explained in the Corporate Governance Report and also posted on the website of the Company.

16. Directors' Remuneration Policy and Criteria for matters under section 178

Information regarding Directors' Remuneration Policy & criteria for determining qualifications, positive attributes, independence of a director and other matters provided under sub-section (3) of Section 178 are provided in the annexed Corporate Governance Report.

17. Particulars of Employees

The information required pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees' particulars which is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting.

18. Particulars of Loans, Guarantees or Investments

Details of Loans, Guarantees and Investments, if any covered under the provisions of Section 186 of the Companies Act, 2013 are given in schedule No. 9 and 14 to the Financial Statements.

19. Number of Meetings of the Board and Audit Committee

During the year, four Board Meetings and four Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report.

20. Formal Annual Evaluation of the performance of Board, its Committees and Directors

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, Board as a whole and committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

21. Related Party Transactions

All related party transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business. There were no materially significant related party transactions made by the Company with Promoters, Directors and Key Managerial Personnel which may have a potential conflict with the interest of the Company. The policy on Related Party Transactions as approved by the Board is placed on the Company's website.

22. Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace

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 are covered under this policy. There were no complaints received during the year.

23. Energy Conservation, Technology Absorption and Foreign Exchange Earning and Outgo

The information on conservation of energy, technology absorption, foreign exchange earning and outgo etc. to the extent applicable stipulated under section 134 (3) (m) of the Companies Act, 2013 read with Rule no. 8 of the Companies (Accounts) Rules, 2014 is set out in "Annexure A" annexed hereto.

24. Extract of Annual Return

The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as "Annexure B"

25. Industrial Relations

The relationship with the employees continued to be cordial during the year.

Your Directors take this opportunity to thank the Banks, Government authorities, Regulatory authorities, Stock exchanges, Employees and all Stakeholders for their continued co-operation and support to the Company.

On behalf of the Board of Directors

Dated : May 27, 2015 Shekhar Bajaj Place : Mumbai Chairman (DIN No. 00089358)

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Mar 31, 2014

Dear Members,

We present our 52nd Annual Report together with the Audited Financial Accounts for the year ended 31st March, 2014:

1. Financial Results :

(Rs. in Lacs)

As on 31st As on 31st Financial Results March 2014 March 2013

Revenue from Operations and other Incomes (Gross) 11,478.00 13,508.13

Profit before Finance Cost and Depreciation 3,012.56 4,308.78

Less-Depreciation 199.91 201.79

Less- Finance Cost - 10.11

Profit before exceptional items and Taxes 2,812.65 4,096.88

Profit before taxes 2,812.65 4,096.88

Provision for taxation for the year (including deferred tax and Earlier year''s income-tax adjustment) 836.27 1,243.78

Profit after Taxes 1,976.38 2,853.10

Add : Balance in Profit & Loss Account 500.00 150.00

Balance available for appropriation 2,476.38 3,003.10

Less- Appropriations

a) Proposed Dividend 480.00 560.00

b)Corporate Tax on Dividend 81.57 95.17

c) Transferred to General Reserve 1,000.00 1,847.93

Closing Balance 914.81 500.00

2. The Directors recommend for consideration of the shareholders at the Annual General Meeting payment of dividend of Rs. 1.50/- per Equity Share of Re.1/- for the year ended 31st March, 2014 as against Rs.1.75/- per Equity Shares of Re.1/- in the previous year.

3. The revenue from operations of the Company at Rs. 104.22 Crores is 15.72% less compared to last year''s revenue from operations of Rs. 123.66 Crores. The net profit of Rs. 19.76 Crores is 30.74% less, as compared to last year''s net profit of Rs.28.53 Crores. The decrease in revenue has been mainly due to continuing labour agitation and consequent disruption in supply of components from vendor and competition from cheaper imports particularly in chain pulley blocks. The Management is aggressively attacking these problems. The results of tie ups with foreign firms for new product will start contributing to the turnover this year. The market is also showing some good signs of revival of demand. The Management is in process of resolving the labour issue. Directors are hopeful of substantial recovery in the financial year 2014-15.

4. The Company''s 4 Windmills produced 69.79 lakhs units of energy in the year 2013-14, as against 71.42 lakhs units of energy produced in the previous year.

5. Shri Shailesh V Haribhakti resigned from the post of Alternate Director to Shri K C Uebel which was accepted in the Board Meeting held on 11th November 2013. The Board of Directors place on record the significant contribution made by him for the progress of the company.

Shri Naresh Chandra and Shri K F Jhunjhunwala retire by rotation at the ensuring Annual General Meeting and being eligible, offer themselves for re-appointment. Their detailed profiles are available under the head "Corporate Governance."

6. M/s M L Bhuwania & Co., Chartered Accountants, Mumbai, the statutory Auditors of the Company, retire at the ensuring Annual General Meeting and are eligible for appointment. The Company has received a certificate from them to the effect that their appointment, if made, would be within the prescribed limit under the Act. The Board recommends their appointment.

7. M/s R Nanabhoy & Company, Cost Accountants , Mumbai have been appointed as Cost Auditor of the Company to conduct the Cost Audit for the financial year 2013-14 and has received the approval from the Central Government in this regard.

8. Detailed reports on matters relating to Corporate Governance and Management Discussion and Analysis Report under Clause 49 of the Listing Agreement with Stock Exchanges are annexed as part of this Annual report together with the report of Practicing Company Secretary on its compliance thereon.

9. The particulars prescribed under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 regarding conservation of energy, technology absorption, etc. to the extent applicable are set out in Annexure-I hereto.

10. In terms of the provision of section 217(2A) of the Companies Act 1956, read with the Companies (Particulars of Employees) Rules ,as amended, the names and other particulars of the employees are set out in Annexure-II hereto.

11. Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors, based on the information/representations received from the Management, confirm that:

I. in the preparation of the annual accounts, the applicable standards have been followed and that no material departures have been made from the same;

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

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

IV. the annual accounts are prepared on a going concern basis.

12. The Compliance Certificate from secretary in whole-time practice M/s. S N Ananthasubramanian & Co., Thane, under Section 383-A(1) of the Companies Act, 1956, is annexed hereto.

13. The relationship with the employees continued to be cordial during the year.

Your Directors take this opportunity to thank the Banks, Government authorities, Regulatory authorities, Stock exchanges, Employees and all Stakeholders for their continued co-operation and support to the Company.

ANNEXURE-I

Information as required under Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988.

A. Conservation of Energy:

The Company''s manufacturing process is not energy intensive. The details of energy consumption and costs are as follows:-

ii. Consumption per Unit of Production:

From the records and other books maintained by the Company in accordance with the provisions of the companies Act, 1956, the Company is not in a position to give the required information for the current year as well as the previous year.

B. Technology Absorption:

The Company''s engineers are constantly improving the designs and quality of the Company''s products as well as production procedures. The Company has developed new series of compact and modular Wire Rope Hoists designed with contemporary design technologies and incorporating internationally serviceable robust and proven components, Universal Hoists 3 to 4 Ton Capacity, Steel Mill Duty[SMD]Wire Rope Hoists 35 to 60 Ton capacity & Chain Pulley Blocks(Zp & Zm) with Load Limiter upto 3 Ton Capacity.

For and On behalf of the Board of Directors

PLACE : MUMBAI Shekhar Bajaj

DATED : 28/05/2014 Chairman

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Mar 31, 2013

Dear Members,

The present our 51st Annual Report together with the Audited Financial Accounts for the year ended 31st March, 2013:

1. Financial Results:-

(In Rupees)

Financial Results As on 31st March 2013 As on 31st March 2012

Revenue from Operations 1,236,626,399 1,210,014,433

Profit before Depreciation and Taxes 429,866,632 462,996,223

Depreciation 20,178,665 20,331,958

Profit after Depreciation and Taxes 409,687,967 442,664,265

Provision for taxation for the year (including deferred tax) 125,412,772 131,556,409

Net Profit after tax & VRS 284,275,195 311,107,856

Earlier year’s income-tax adjustment 1,035,138 (1,941,6 24)

Balance brought forward 15,000,000 15,000,000

Profit available for appropriation 300,310,333 324,166,232

Proposed Dividend 56,000,000 56,000,000

Corporate Tax on Dividend 9,517,200 9,084,600

Transferred to General Reserve 184,793,133 244,081,632

Balance carried to BALANCE SHEET 50,000,000 15,000,000

2. The Directors recommend for consideration of the shareholders at the Annual General Meeting payment of dividend of Rs. 1.75/- per Equity Share of Re.1/- for the year ended 31st March, 2013 on the enhanced share capital after issue of 1:1 bonus shares. The Company had paid Rs.3.50 (including Rs.0.50 for the Golden Jubilee Year) per Equity Share of Re.1/- on paid up capital before issue of bonus shares in the previous year.

3. The revenue from operations of the Company at Rs.123.66 Crores are 2.20% higher compared to last year’s revenue from operations of Rs.121.00 Crores. The net profit of Rs.28.53 Crores is 7.73% lower, as compared to last year’s net profit of Rs.30.92 Crores. The Company has been able to maintain the sales, in spite of slow-down in capital goods industry on the one hand but, the profit is declined due to stiff competition, higher raw material cost and increase in overhead cost on the other hand. The economic outlook also remains uncertain. However, the Directors are hopeful of improved performance due to new products introduced in the last year. The company is constantly exploring the possibility of tie-ups with foreign firms for improving export as well as getting new products/designs.

4. The Company’s 4 Windmills produced 71.42 lakhs units of energy in the year 2012-13, as against 64.48 lakhs units of energy produced in the previous year.

5. The Company has increased its authorized capital from Rs.2, 00, 00,000 (Twenty million) to Rs.4,00,00,000 (Forty Million) vide passing of ordinary resolution passed in the extra-ordinary general meeting held on 3rd July 2012. Further, the Company has allotted 1, 60, 00,000 Bonus shares to the existing shareholders whose names appeared in the Register of Members during the book closure period, at a ratio of 1:1 on 18th July 2012. The shares were credited to the shareholders respective accounts.

6. Shri. Tushar P. Shah, Shri. K.C. Uebel and Shri. Shekhar Bajaj retire by rotation at the ensuring Annual General Meeting and being eligible, offer themselves for re-appointment. The detailed profiles of the above Directors are given under the head "Corporate Governance."

7. M/s M. L. Bhuwania & Co., Chartered Accountants, Mumbai, the statutory Auditors of the Company, retire at the ensuring Annual General Meeting and are eligible for appointment. The Company has received a certificate from them to the effect that their appointment, if made, would be within the prescribed limit under section 224 (1B) of the Companies Act 1956. The Board recommends their appointment.

8. Pursuant to orders issued by the Ministry of Corporate Affairs, Government of India, under the provisions of section 233B of the Companies Act 1956, the Company has come under purview of Cost Audit for the first time in the Financial Year 2012-13.

9. Detailed reports on matters relating to Corporate Governance and Management Discussion and Analysis Report under Clause 49 of the Listing Agreement with Stock Exchanges are annexed as part of this Annual report together with the report of Practicing Company Secretary on its compliance thereon.

10. The particulars prescribed under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 regarding conservation of energy, technology absorption, etc. to the extent applicable are set out in Annexure-I hereto.

11. In terms of the provision of section 217(2A) of the Companies Act 1956, read with the Companies (Particulars of Employees) Rules, as amended, the names and other particulars of the employees are set out in Annexure-II hereto.

12. Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors, based on the information/representations received from the Management, confirm that:

I. in the preparation of the annual accounts, the applicable standards have been followed and that no material departures have been made from the same;

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

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

IV. the annual accounts are prepared on a going concern basis.

13. The Compliance Certificate from secretary in whole-time practice M/s. S.N. Ananthasubramanian & Co., Thane, under Section 383-A(1) of the Companies Act, 1956, is annexed hereto.

14. The relationship with the employees continued to be cordial during the year. However, there has been a disruption in production due to agitation by the shopfloor workmen between the period 17th April 2013 to 25th May 2013.

Your Directors take this opportunity to thank the Banks, Government authorities, Regulatory authorities, Stock exchanges, Employees and all Stakeholders for their continued co-operation and support to the Company.

On behalf of the Board of Directors

Place : Mumbai Shekhar Bajaj

Dated : 29/05/2013 Chairman

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Mar 31, 2012

We present our 50th Annual Report together with the Audited Financial Accounts tor the year ended 31st March, 2012:

Financial Results As on 31st March, As on 31st March, 2012(Rs.) 2012 (Rs.)

Revenue from Operations 1,210,014,433 1,193,584,840

Gross Profit 462,996,223 457,777,201

Depreciation 20,331,958 20,265,218

Profit after Depreciation 442,664,265 437,511,983

Extraordinary Items (VRS) 0 0

Provision for taxation for the year (including deferred tax) 131,556,409 140,022,849

Net Profit after tax & VRS 311,107,856 297,489,134

Earlier year's income-tax adjustment (1,941,624) 1,606,709 Balance brought forward 15,000,000 15,000,000

Profit available for appropriation 324,166,232 314,095,843

Proposed Dividend 56,000,000 48,000,000

Corporate Tax on Dividend 9,084,600 7,786,800

Transferred to General Reserve 244,081,632 243,309,043

Balance carried to BALANCE SHEET 15,000,000 15,000,000

2. The Directors recommend for consideration of the shareholders at the Annual General Meeting payment of dividend of Rs.3.50 (including Rs.0.50 for the Golden Jubilee Year) per Equity Share of Re.1/- for the year ended 31st March, 2012, as against Rs.3.00 per Equity Share of Re.1/- in the previous year.

3. The revenue from operations of the Company at Rs.121.00 Crores are 1.40% higher compared to last year's revenue from operations of Rs.119.36 Crores. The net profit of Rs.30.92 Crores is also 3.40% higher, as compared to last year's net profit of Rs.29.91 Crores. The Company has been able to maintain the sales, inspite of slow-down in new projects/expansion activities on the one hand and increased competition on the other hand. The Directors are hopeful of improved performance in the current year. The company is constantly exploring the possibility of tie-up with foreign firms for improving sales as well as new products/designs.

4. The Company's 4 Windmills produced 64.48 lakhs units of energy in the year 2011-12, as against 54.27 lakhs units of energy produced in the previous year.

5. Shri K.F. Jhunjhunwala, Shri Mukul M. Upadhyaya and Shri Gaurav V. Nevatia, Directors of the Company retire by rotation and being eligible, offer themselves for re-appointment.

6. Unauthorised price increase of Rs.1.98 Crores over a period of 3 years were given by some officers of the Company in collusion with certain identified vendors. The Company has terminated the services of those officers. The amount lying to the credit of these vendors have been held back and appropriate legal action is being taken against the perpetrators. Some of the above identified vendors have filed winding up petition against the Company for non-payment of their dues. The Company's solicitors are taking appropriate legal action in the matter. The Auditors of the Company have made a remark of the same in Annexure No. (i)(xxi) to their Report,.

7. You are requested to appoint Auditors for the period from the conclusion of the ensuing Annual General Meeting till the conclusion of the next Annual General Meeting and to fix their remuneration.

8. To comply with the requirements of Corporate Governance pursuant to the Listing Agreement with The Bombay Stock Exchange Limited and National Stock Exchange of India Limited, the Management Discussion and Analysis Statement, Corporate Governance Report and the Practising Company Secretary's Certificate are included in the Annual Report.

9. Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors, based on the information/representations received from the Management, confirm that:

I. in the preparation of the annual accounts, the applicable standards have been followed and that no material departures have been made from the same;

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

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

IV. the annual accounts are prepared on a going concern basis.

10. The particulars prescribed under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 regarding conservation of energy, technology absorption, etc. to the extent applicable are set out in Annexure-I hereto.

11. Particulars with regard to employees as required by Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 and forming an integral part of the Directors' Report are given in Annexure-ll hereto.

12. The Compliance Certificate from Secretary in whole-time practice M/s. S.N. Ananthasubramanian & Co., Thane, under Section 383-A(1) of the Companies Act, 1956, is annexed hereto.

13. The relationship with the employees continued to be cordial.

Your Directors take this opportunity to thank the banks, government authorities, regulatory authorities, stock exchanges, employees and stake holders for their continued co-operation and support to the Company.

On behalf of the Board of Directors

Place : Mumbai Shekhar Bajaj

Dated : 28th May, 2012 Chairman

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Mar 31, 2011

Dear shareholders,

We present our 49th Annual report together with the Audited Financial Accounts for the year ended 31st March, 2011:

Current Year Previous Year

Financial Results Rupees Rupees

sales (Net) 1,185,897,003 843,996,306

Gross Profit 458,399,218 261,845,562

Depreciation 20,265,218 19,699,351

Profit after Depreciation 438,134,000 242,146,211

extraordinary items (vrs) 0 39,270,317

Provision for taxation for the year (including deferred tax) 140,644,866 62,366,394

Net Profit after tax & vrs 297,489,134 140,509,500

earlier year's income-tax adjustment 1,606,709 3,403,442

Balance brought forward 15,000,000 15,000,000

Profit available for appropriation 314,095,843 158,912,942

Proposed Dividend 48,000,000 32,000,000

Corporate Tax on Dividend 7,786,800 5,314,880

Transferred to General reserve 243,309,043 106,598,062

Balance carried to BALANCE SHEET 15,000,000 15,000,000

2. The Directors recommend for consideration of the shareholders at the Annual General Meeting payment of dividend of rs.3.00 per equity share of re.1/- for the year ended 31st March, 2011, as against rs.2.00 per equity share of re.1/- in the previous year.

3. The sales of the Company at rs.118.59 Crores are 41% higher compared to last year's sales of rs.84.40 Crores. The net profit of rs.29.75 Crores is also 112% higher, as compared to last year's net profit of rs.14.05 Crores. As a result of higher sales, the company was able to negotiate better prices from some of its component suppliers. The economy seems to be slowly stabilising and the Directors are hopeful of improved performance in the year 2011-12 also.

4. The Company's 4 Windmills produced 54.27 lakhs units of energy in the year 2010-11, as against 68.53 lakhs units of energy produced in the previous year.

5. To comply with the requirements of Corporate Governance pursuant to the Listing Agreement with The Bombay stock exchange Limited and National stock exchange of india Limited, the Management Discussion and Analysis statement, Corporate Governance report and the Practising Company secretary's Certificate are included in the Annual report.

6. Pursuant to section 217 (2AA) of the Companies Act, 1956, the Directors, based on the information/representations received from the Management, confirm that :

i. in the preparation of the annual accounts, the applicable standards have been followed and that no material departures have been made from the same;

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

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

iv. the annual accounts are prepared on a going concern basis.

7. The Board of Directors are grieved to inform that shri e.B. Desai, who has been a Director since 6th January, 1964, expired on 24th December, 2010 after a brief illness. The Board of Directors place on record the significant contribution made by late shri e.B. Desai for the progress of the company.

shri shailesh v. Haribhakti resigned as Director, which was accepted in the Board Meeting held on 26th October, 2010. in the same Meeting, he was appointed as 'Alternate Director to shri K.C. Uebel'.

shri shekhar Bajaj, shri vinaya L. Mehrotra and shri Naresh Chandra, Directors of the Company retire by rotation and being eligible, offer themselves for re-appointment.

8. Pursuant to an intimation from the Promoters, the names of the Promoters and entities comprising "Group" as defined under the Monopolies and restrictive Trade Practices ("MrTP") Act, 1969, are disclosed in the Annual report for the purpose of regulation 3(1)(e) of seBi (substantial Acquisition of shares and Takeovers) regulations, 1997.

9. You are requested to appoint Auditors for the period from the conclusion of the ensuing Annual General Meeting till the conclusion of the next Annual General Meeting and to fix their remuneration.

10. The particulars prescribed under section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the report of Board of Directors) rules, 1988 regarding conservation of energy, technology absorption, etc. to the extent applicable are set out in Annexure-i hereto.

11. Particulars with regard to employees as required by section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of employees) rules, 1975 and forming an integral part of the Directors' report are given in Annexure-ii hereto.

12. The Compliance Certificate from secretary in whole-time practice M/s. s.N. Ananthasubramanian & Co., Thane, under section 383- A(1) of the Companies Act, 1956, is annexed hereto.

13. The relationship with the employees continued to be cordial.

14. Your Directors take this opportunity to thank the banks, government authorities, regulatory authorities, stock exchanges, employees and stake holders for their continued co-operation and support to the Company.

On behalf of the Board of Directors,

Place : Mumbai Shekhar Bajaj

Date : 17th May, 2011. Chairman

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Mar 31, 2010

We present our 48th Annual Report together with the Audited Financial Accounts for the year ended 31 st March, 2010:

Current Year Previous Year

1 • Financial Results Rupees Rupees

Sales (Net) 843,996,306 938,587,704

Gross Profit 261,845,562 320,779,293

Depreciation 19,699,351 17,570,640

Profit after Depreciation 242,146,211 303,208,653

Extraordinary Items (VRS) 39,270,317 -

Provision for taxation for the year (including deferred tax/Fringe Benefit tax) 62,366,394 104,347,378

Net Profit after tax & VRS 140,509,500 198,861,275

Earlier years income-tax adjustment 3,403,442 (7,137,325)

Balance brought forward 15,000,000 15,000,000

Profit available for appropriation 158,912,942 206,723,950

Proposed Dividend 32,000,000 32,000,000

Corporate Tax on Dividend 5,314,880 5,438,400

Transferred to General Reserve 106,598,062 154,285,550

Balance carried to BALANCE SHEET 15,000,000 15,000,000

2. The Directors recommend for consideration of the shareholders at the Annual General Meeting payment of dividend of Rs.2.00 per Equity Share of Re.1/-for the year ended 31st March, 2010, as against Rs.2.00 per Equity Share of Re.1/- in the previous year.

3. The Company closed down its Mulund Factory with effect from 30th June, 2009 and shifted the entire production activities to its new factory at Village Dhamani near Khopoli from July, 2009. All the workmen employed in the Mulund Factory accepted the Voluntary Retirement Scheme offered by the Company and an amount of Rs.3,92,70,317/- was paid to the workmen under the Voluntary Retirement Scheme.

4. The sales of the Company at Rs.84.40 Crores are lower compared to last years sales of Rs.93.86 Crores. The economic slow down continued this year also. The profit is also lower due to stiff competition and higher material cost. The situation seems to be slowly improving and the Directors are hopeful of better performance in the year 2010-11.

5. The Companys 4 Windmills produced 68.53 lakhs units of energy in the year 2009-10 as against 63.84 lakhs units of energy produced in the previous year.

6. To comply with the requirements of Corporate Governance pursuant to Clause 49 of the Listing Agreement with The Bombay Stock Exchange Limited and National Stock Exchange of India Limited, the Management Discussion and Analysis Statement, Corporate Governance Report and the Practising Company Secretarys Certificate are included in the Annual Report.

7. Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors, based on the information/representations received from the Management, confirm that:

(i) in the preparation of the annual accounts, the applicable standards have been followed and that no material departures have been made from the same;

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

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

(iv) the annual accounts are prepared on a going concern basis.

8. Shri Gaurav V. Nevatia, Shri Tushar P. Shah and Shri K.C. Uebel, Directors of the Company retire by rotation and being eligible, offer themselves for re-appointment.

9. Pursuant to an intimation from the Promoters, the names of the Promoters and entities comprising "Group" as defined under the Monopolies and Restrictive Trade Practices ("MRTP") Act, 1969, are disclosed in the Annual Report for the purpose of Regulation 3(1)(e) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997.

10. You are requested to appoint Auditors for the period from the conclusion of the ensuing Annual General Meeting till the conclusion of the next Annual General Meeting and to fix their remuneration.

11. The particulars prescribed under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 regarding conservation of energy, technology absorption, etc. to the extent applicable are set out in Annexure-I hereto.

12. Particulars with regard to employees as required by Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 and forming an integral part of the Directors Report are given in Annexure-ll hereto.

13. The Compliance Certificate from Secretary in whole-time practice M/s. S.N. Ananthasubramanian & Co., Thane, under Section 383- A(1) of the Companies Act, 1956, is annexed hereto.

14. The relationship with the employees continued to be cordial.

15. Your Directors take this opportunity to thank the banks, government authorities, regulatory authorities, stock exchanges, employees and stake holders for their continued co-operation and support to the Company. On behalf of the Board of Directors,

Place : Mumbai , Shekhar Bajaj

Date : 7th June, 2010. Chairman.