Directors Report of Hind Industries Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the Forty Second Annual Report on the business and operations of your Company and the Audited Annual Accounts of the Company for the financial year ended on 31st March, 2015.

Financial Results:

The Financial Highlights of the Company for the financial year ended on March 31, 2015 are as under:

(Amount in Lac Rs.)

Particulars 2014-15 2013-14

Revenue from Operations 5977.12 15607.24

Other Income 84.58 153.61

Profit before Depreciation, (652.92) 462.75

Extra Ordinary Items and Taxes

.{PBDEIT}

Extra Ordinary Items Written Off 0 0

Profit/(Loss) before Depreciation

and Taxes {PBDT} (652.92) 462.75

Depreciation and Amortisation 640.18 271.66

Expense

Profit/(Loss) before Tax (1293.10) 191.09

Less: Tax for current year 0.00 111.95

Add: Deferred tax Written Back 190.69 57.64

Profit/(Loss) after Taxes {PAT} (1102.41) 136.78

Surplus/(Loss) Carried to 4346.95 5494.8

Balance Sheet

Performance:

During the year the Company's production has reduced to 3377.884 MT of Frozen Buffalo Meat in comparison to 8289.486 MT during the year 2013-14. During the financial year 2014-15, your Company achieved the turnover of Rs. 5977.12Lacs as against Rs.15607.24 Lacs in the previous year 2013-14, thereby showing a decrease of 61.70%. The Profit/(Loss) before Depreciation, Extra Ordinary Items and Taxes (PBDEIT) of the Company during the financial year 2014-15 stood at Rs.(592.92) Lacs as against Rs.462.75 Lacs in the previous financial year 2013-14, mainly due to the decrease in Production and Turnover. The company suffered a Net Loss after Tax of Rs.1102.41 Lacs during the financial year 2014-15 against the Net Profit after Tax (PAT) of Rs.136.78 Lacs in the previous year.

Profitability:

During the year under review the company had suffered Loss amounting to Rs.1102.41 Lacs due to decrease in Production and Turnover.

Financial Conditions and Results of Operation:

'Management Discussion and Analysis of Financial

Condition and Results of Operation of the Company for the year under review', as stipulated in Clause 49 of the Listing Agreement with the Stock Exchange, are given as separate Statement in this Annual Report.

Subsidiary Company: HIND AGRO INDUSTRIES LIMITED

The Subsidiary Company, i.e. M/s Hind Agro Industries Limited, which has a modern, integrated abattoir-cum-meat processing plant at Aligarh (U.P.), achieved Total Sales Turnover Rs.72332.67 Lacs and Profit before taxes (PBT) of Rs.64.42 Lacs for the year ended 31st March, 2015, as compared to the Total Sales Turnover of Rs.73653.66 Lacs and the Profit before taxes (PBT] of Rs.957.02 Lacs in the previous year ended on 31st March, 2014.

Pursuant to the provisions under Section 129(3) of the Companies Act, 2013 read with the Notification No.51/12/2007-CL-III, the Central Government has granted general exemption for not attaching the annual accounts of Subsidiary Company, hence the Board of Directors of the company has by resolution given consent for not attaching the balance sheet of the subsidiary company.

The company undertakes that annual accounts of the subsidiary company and the related detailed information shall be made available to shareholders of the holding and subsidiary company seeking such information at any point of time. The annual accounts of the subsidiary company shall also be kept for inspection by any shareholders in the head office of the holding company and of the subsidiary company. The holding company shall furnish a hard copy of details of accounts of subsidiary company to any shareholder on demand.

Dividend:

In view of the loss during the year, the Board has not recommended any Dividend for the financial year (2014- 15). The Amount of Dividend Payment due for the year 2013-14 could not be transferred to Dividend/Unpaid Dividend Account in absence of the Financial Resources.

Transfer of Unclaimed Dividend to Investor Education and Protection Fund:

Further, the company has uploaded the details of unclaimed and unpaid dividend pertaining to the financial years 2008- 09 to 2011-12 on the website of the Ministry of Corporate Affairs for the necessary compliance.

Current year's outlook:

Your Company is expected to improve and consolidate its operations in the ongoing financial year i.e. 2015-16, by making increase in volumes, reduce financial and other costs, monitoring and controlling a better mix of its products and markets towards achieving the better top and bottom lines in the years to come.

The Company has set-up a Plant to manufacture High Security Registration Number Plates (HSRNP). The said project at Baddi, in the State of Himachal Pradesh is now commissioned and the company is applying for tenders in various states. Since the issue of contempt notices to the transport secretaries of Delhi, Punjab and Uttar Pradesh by the Hobble' Supreme Court for not implementing the HSRNP system, tenders have been floated by certain States. In view of this development the company is hopeful of getting the tenders from various State Governments where the company has submitted its bids.

The Company has initiated its activities into the power generation sector. The company is applying for tenders. In view of the increasing demand of the power the company is hopeful of getting the tenders from State Government.

Material changes and commitment if any affecting the Financial position of the Company occurred between the end of the Financial Year to which this Financial Statement relates and to date of the Report:

As the Company is facing funds constraints and feeling difficult to run the business due to paucity of funds on account of delayed realization of export bills, the bankers were requested to restructure the outstanding export bills and grant additional post-shipment/bills discounting facility of Rs.20.00 Crores to enable the Company to continue with the export business. The Bankers have agreed in principal to accede to company's requests for restructuring for our below mentioned reasons:

a) Some non realized export bills led to additional liability due to delinking at comparatively much higher currency rate than that of lodged initially which were addressed out of regular export proceeds.

b) At present the production delivered is almost nil due to working capital crunch despite the Company having all required facilities in its plant.

c) Overseas buyers are also delaying payment due to late execution of their orders.

Consolidated Financial Statements:

As stipulated in the Listing Agreement with the Stock Exchange, the Consolidated Financial Statements have been prepared by the Company in accordance with the relevant accounting standards issued by the Institute of Chartered Accountants of India. The Audited consolidated financial statements together with Auditors' Report thereon forms part of this Annual Report.

Internal Control Policies:

As an intrinsic part of the overall Governance process, the Company has in place a well-established Internal Audit which covers all aspects of financial and operational controls.

The Company adheres to and abides by the strict Internal Control and Management Information System. The Company has maintained an inbuilt Internal Audit System looked after by a highly experienced and qualified professional. It is also pertinent to note that a summary of audit observations and action taken by the management are

placed before and discussed at the Audit Committee Meetings. The suggestions and directions of Audit Committee are recorded and action taken accordingly.

Statement concerning development and implementation of Risk management Policy of the Company:

The Company has adopted the following measures concerning the development and implementation of a Risk Management Policy after identifying the following elements of risks which in the opinion of the Board may threaten the very existence of the Company itself.

a. Timely review of Foreign Exchange Fluctuations.

b. Timely review of export markets and customer profiles.

c. Expand the market base by visiting countries where presently there is no export.

Deposits:

Your Company has not invited/accepted any deposits from Public during the year pursuant to the provisions of Section 73 of the Companies Act, 2013 and the Rules made there under.

Capital Structure:

During the year under review, there is no change in the capital structure of the company.

Listing Agreement Compliance:

The Equity Shares of the Company are listed with the BSE Ltd. (Bombay Stock Exchange), Mumbai. The Company has been complying with the provisions of Listing Agreement and has already made the payment of listing fees upto the Financial Year 2014-15, to the BSE Ltd., Mumbai. Listing Fees for the year 2015-16 is due for Payment.

Corporate Governance:

Your Company is committed to maintain the highest standards of Corporate Governance. Your directors are also committed to adhere to the requirements set out by the Securities and Exchange Board of India's (SEBI) Corporate Governance practices and have implemented all the major stipulations prescribed. A separate section on Corporate Governance and the Certificate from the Auditors of the Company regarding compliance of the conditions of Corporate Governance forms part of this Annual Report.

Insurance:

The Company has made necessary arrangements for adequate insurance of its insurable interests.

Directors & Key Managerial Personnel:

As per Section 149(4) of the Companies Act, 2013, Mr. B. B. Gupta, Mr. B. B. Huria and Dr. S. K. Ranjhan, the independent directors of the Company were appointed to hold office as independent directors for a period of five years with effect from 26th September, 2014. Brief particulars and expertise of these directors and their other directorships and committee memberships have been given in the annexure to the Notice of the Annual General Meeting in accordance with the requirements of listing agreement with Stock Exchange.

In accordance with the provisions of Section 152(6) of the Companies Act, 2013 and Article No.147 of the Articles of Association of the Company, Mrs. Kiran Qureshi, Director of the Company is liable to retire by rotation at the forthcoming Annual General Meeting of the company and being eligible, offers herself for the re-appointment.

In addition to this Mr. Sirajuddin Qureshi - Managing Director of the Company, was re-appointed in the last Annual General Meeting held on 26th September, 2014 for a period of three years i.e. from 06th August, 2014 to 05th August, 2017 along with payment of remuneration as approved by the Shareholders in the Meeting.

During the year there is no change in the Key Managerial Personnel of the Company.

Declaration of Independent Directors

The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.

Compliances of Clause 49 of the Listing Agreement:

A certificate received from the Statutory Auditors of the Company confirming the compliance of Clause 49 of the Listing Agreement, has been obtained and has been attached to the Corporate Governance Report forming part of Annual Report.

Formal Annual Evaluation

The Board of directors had carried out an annual evaluation of its own performance, board committees and individual directors as required under the Companies Act, 2013. The performance of the board was evaluated by the board after seeking inputs from all the directors on the basis of criteria such as board composition, structure, board processes and their effectiveness, information given to the board etc. The performance of the board committees was evaluated by the board after seeking inputs from the committee members on the basis of criteria such as committee composition, structure, effectiveness of committee meetings etc.

The Board and the Nomination and Remuneration Committee (NRC) reviewed the performance of the individual directors on the basis of criteria such as contribution at meetings, their preparedness on the issues to be discussed etc. Additionally the Chairman was also evaluated on key aspects of his role.

Auditors:

The Statutory Auditors M/s M. K. Aggarwal & Co., Chartered Accountants, were appointed as Statutory Auditors of the Company by the approval of Shareholders on 26th September, 2014, for a period of three years that is upto the conclusion of the Forty fourth AGM of the Company to be held in the year 2017 (subject to ratification of their appointment at every AGM). The Statutory Auditors M/s M. K. Aggarwal & Co., hold office until the conclusion of the ensuing Annual General Meeting and are eligible for re- appointment. The Company has received a letter from them to the effect that their re-appointment, if made, would be within the limits prescribed under section 141(3)(g) of the Companies Act, 2013 and they are not disqualified for such re-appointment within the meaning of section 141 of the said Act.

The Board recommends their re-appointment at the ensuing Annual General Meeting by ratification from the Members of the company.

Auditor's Report:

The Auditor's Report is self-explanatory hence required no clarification by the Board.

Disclosure of Composition of Audit Committee and providing vigil mechanism- whistle blower:

The Vigil Mechanism of the Company, which also incorporates a whistle blower policy in terms of the Listing Agreement, includes an Ethics & Compliance Task Force comprising senior executives of the Company. Protected disclosures can be made by a whistle blower through an e- mail, or dedicated telephone line or a letter to the Task Force or to the Chairman of the Audit Committee.

The Audit Committee consists of the following members:

1. Dr. S. K. Ranjhan

2. Mr. B. B. Huria and

3. Mr. B. B. Gupta, being Chairman of the Committee

The above composition of the Audit Committee consists of 3 Independent Directors who form the majority.

During the year the Audit Committee had four Meetings held on 30th May, 2014, 14th August, 2014, 14th November, 2014 and 14th February, 2015. The attendance details are as follows:

Name No. of Meetings during the year (2014-15)

Held Attended

Mr. B. B. Gupta 4 4

Mr. B. B. Huria 4 4

Dr. S. K. Ranjhan 4 3

The Company has established a vigil mechanism and overseas through the committee, the genuine concerns expressed by the employees and other Directors. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns. The Company has also provided direct access to the chairman of the Audit Committee on reporting issues concerning the interests of co-employees and the Company.

Nomination and Remuneration Committee:

The Remuneration Committee of Directors of the Company is duly constituted with three Non-executive Independent Directors. The following Directors are the present members of the Committee.

1] Mr. B. B. Gupta

2] Mr. B. B. Huria

3] Dr. S. K. Ranjhan

Mr. B. B. Gupta is the Chairman of the committee and Mr. B. B. Huria and Dr. S. K. Ranjhan are the members of the committee.

Meetings and Attendance during the year

During the year 2014-15, the committee met once on 14th August, 2014 to approve and advise/recommend the reappointment of Mr. Sirajuddin Qureshi – Managing Director.

Terms of Reference

The Terms of reference of the remuneration committee, inter

alia, include determination of compensation package of Executive Director and Non-Executive Directors of the company.

Remuneration Policy

The remuneration policy of the company is directed towards rewarding performance, based on review of the achievements. The remuneration policy of the company is in consonance with the existing industry practice, which is broadly based on the following criteria:

1] Job responsibilities

2] Key performance areas

3] Industry trend

Shares

a. Buy Back of Securities

The Company has not bought back any of its securities during the year under review.

b. Sweat Equity

The Company has not issued any Sweat Equity Shares during the year under review.

c. Bonus Shares

No Bonus Shares were issued during the year under review.

d. Employees Stock Option Plan

The Company has not provided any Stock Option Scheme to the employees.

Particulars of Employees:

A statement showing the particulars of employees pursuant to section 197 of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules, 2014 is mentioned below:-

Name of the Designation Qualification Age Remuneration Employee (Amt in Lacs Rs.)

Mr. Sirajuddin Chairman & BA, LLB 67 57.60 Qureshi Managing Director years

Name of the Experience Date of Previous Employee employment employ ment

Mr.Sirajuddin 38 years 06.08.1993 Not Qureshi Appli- cable

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

The statement pursuant to Section 134(3)(m) of the Companies Act, 2013, read with the Companies (Disclosure of Particulars in the Report of Board of Directors), Rule 8(3), of the Companies (Account) Rules, 2014 is furnished in the Annexure forming part of the Report.

Particulars of Loans, Guarantees or Investments made under Section 186 of the Companies Act, 2013:

The particulars of Loans, guarantees or investments made under Section 186 is furnished below:

Status of Corporate Guarantees issued by the Company (Rs. In Lacs)

Details/Particulars Current Year Previous Year As at As at 31-03-2015 31-03-2014

1. Hind Agro Industries Limited for Credit facilities from Consortium of Banks Rs.30684.00 Rs.29605.00

2. Integrated Livestock Village Farm Private Limited for Corporate Loan from J & K Bank Rs.1050.00 Rs.1050.00

3. Others Rs.75.25 Rs.75.25

Related Parties and related party relationships are identified by the company and relied upon by the Auditors

B. KEY MANAGERIAL PERSONNEL

S. NAME OF THE NATURE OF NATURE OF AMOUNT No. PERSONS RELATION TRANSACTION (Rs. in Lacs)

1. Shri Sirajuddin Managing Remuneration 57.60 Qureshi Director

2. Smt. Kiran Qureshi Director Rent 12.00

3. Dr. Naseem Qureshi Director - -

All contracts/arrangements/transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm's length basis. During the year, the Company had not entered into any contract/arrangement/transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions.

Your Directors draw attention of the members to Note 29 to the financial statement which sets out related party disclosures.

Explanation or comments on Qualifications, reservations or adverse remarks or disclaimers made by the Auditors and Practicing Company Secretary in their reports:

1. Statutory Auditors

The explanations/comments made by the Board relating to the qualifications, reservations or adverse remarks made by the Auditors are self-explanatory.

2. Secretarial Auditor

In the matter of adverse remark by the secretarial auditor in the secretarial Audit Report, we want to inform you that some compliance has been already made and some compliance has been in processes and we are committed to complete all the compliances as soon as possible.

3. Internal Auditors

In compliance to Section138 of the Companies Act, 2013 the Company had appointed a competent employee of the Company as Internal Auditor, who has been taking care of all the financial controls along with working of the company and has been reporting to the Management for the observation/discrepancies noted and suitable steps are immediately taken accordingly.

Company's Policy relating to Directors Appointment, payment of Remuneration and Discharge of their duties:

Presently the Company has a Nomination and Remuneration committee comprising of 3 Independent Directors of the Company. The Committee had a meeting on 14th August, 2014, during the year to consider re- appointment of Mr. Sirajuddin Qureshi as Chairman and Managing Director of the Company for a period of three years effective from 6th August, 2014 to 5th August, 2017 and payment of suitable remuneration subject to its approval by the Board of Directors of the Company and subsequently by the Members at the ensuing Annual General Meeting of the Company.

As per requirements of the Companies Act, 2013, the Company has 3 Independent Directors on the Board. They are also the members to the Audit Committee and Shareholders/Investors Grievances Committee of the Company.

Number of Board Meetings conducted during the year under review:

The Company had 4 Board meetings held during the financial year (i.e. 2014-15) under review.

The meetings were held on 30th May, 2014, 14th August, 2014, 14th November, 2014 and 14th February, 2015.

Name No. of Meetings during the year (2014-15)

Held Attended

Mr. Sirajuddin Qureshi 4 1

Mrs. Kiran Qureshi 4 LOA

Dr. Naseem Qureshi 4 LOA

Mr. B. B. Gupta 4 4

Mr. B. B. Huria 4 4

Dr. S. K. Ranjhan 4 3

Directors' Responsibility Statement:

Pursuant to the provisions of Section 134(5) of the Companies Act, 2013, with respect to the Directors' Responsibility Statement, it is hereby confirmed that:

(i) in the preparation of the Annual Accounts for the financial year ended March 31, 2015, the applicable Accounting Standards had been followed along with proper explanation relating to material departures;

(ii) the Directors had selected such Accounting Policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the loss of the company for the year under review;

(iii) 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;

(iv) the Directors had prepared the Accounts for the financial year ended March 31, 2015, on a going concern basis.

(v) 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.

(vi) 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 means the policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business including adherence to Company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company has one Subsidiary Company and no Joint Venture or Associate Companies.

Personnel:

The employer-employee relations throughout the year were very cordial. The Company enjoys a healthy working atmosphere that inspires the employees to put their best foot forward in achieving a high-sustainable growth. The Directors also wish to place on record the support and confidence reposed in the management by the employees. Total quality in every sphere of activities, employee training and development continues to be on the top priority of your management.

Corporate Social Responsibility

As per the provisions under new Companies Act, 2013 and the rules made there under the company is not required to comply with the CSR Policy, however, the Company voluntarily making its regular efforts in improving the socio–economic environment in and around the factory, especially towards maintaining clean and green pollution free surroundings, improving the quality of life of its suppliers, employees and all concerned, through its efficient functioning and by taking all precautions against all sorts of environmental hazards. Developing and improving the agricultural resources, especially livestock, is given an utmost priority by the Company. The Company is fully conscious of its social responsibilities and has been discharging them to the fullest extent.

Acknowledgements:

Your Directors would like to express their grateful appreciation for the co-operation and support extended by the Central Government, State Government, Financial Institutions, Bankers, Vendors and Shareholders of the company during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services and untiring efforts of the executives, staff and workers of the company at all the levels.

ON BEHALF OF THE BOARD FOR HIND INDUSTRIES LIMITED

SIRAJUDDIN QURESHI

CHAIRMAN & MANAGING DIRECTOR

NEW DELHI

04TH SEPTEMBER, 2015

---

Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the Forty First Annual Report on the business and operations of your Company and the Audited Annual Accounts of the Company for the financial year ended on 31st March, 2014.

Financial Results:

The Financial Highlights of the Company for the financial year ended on March 31, 2014 are as under:

(Amount in Lac Rs.)

Particulars 2013-14 2012-13

Revenue from Operations 15607.24 15163.16

Other Income 153.61 129.24

Profit before Depreciation, 462.75 482.16

Extra Ordinary Items and Taxes {PBDEIT}

Extra Ordinary Items Written Off 0 0

Profit/(Loss) before Depreciation 462.75 482.16 and Taxes {PBDT}

Depreciation and Amortisation 271.66 286.72 Expense

Profit/(Loss) before Tax 191.09 195.45

Less: Tax for current year 111.95 91.55

Add: Deferred tax Written Back 57.64 52.11

Profit/(Loss) after Taxes {PAT} 136.78 156.01

Surplus/(Loss) Carried to Balance 4598.63 4472.73 Sheet

Performance:

During the financial year 2013-14, your Company again achieved the highest ever turnover of Rs.15607.24 Lacs as against Rs.15163.16 Lacs in the previous year 2012-13, thereby showing an increase of 2.93%. The Profit before Depreciation, Extra Ordinary Items and Taxes (PBDEIT) of the Company during the financial year 2013-14 stood at Rs.462.75 Lacs as against Rs.482.16 Lacs in the previous financial year 2012-13, which is a decrease of 4.03%, mainly due to the increase in Raw Material costs. The company earned a Net Profit after Tax of Rs.136.78 Lacs during the financial year 2013-14 against the Net Profit after Tax (PAT) of Rs.156.01 Lacs in the previous year.

Profitability:

During the year under review the company has been able to post marginal profits of Rs.136.78 Lacs despite the increase in raw material costs by better control of the financial, manufacturing, logistics, selling, distribution, administrative and other expenses.

Financial Conditions and Results of Operation:

''Management Discussion and Analysis of Financial Condition and Results of Operation of the Company for the year under review'', as stipulated in Clause 49 of the Listing Agreement with the Stock Exchange, are given as separate Statement in this Annual Report.

Subsidiary Company: HIND AGRO INDUSTRIES LIMITED

The Subsidiary Company, i.e. M/s Hind Agro Industries Limited, which has a 100% export oriented modern, integrated abattoir-cum-meat processing plant at Aligarh (U.P.), achieved Total Sales Turnover Rs.73653.66 Lacs and Profit before taxes (PBT) of Rs.957.02 Lacs for the year ended 31st March, 2014, as compared to the Total Sales Turnover of Rs.71914.32 Lacs and the Profit before taxes (PBT] of Rs.936.96 Lacs in the previous year ended on 31st March, 2013.

Pursuant to the provisions under Section 212(8) of the Companies Act, 1956 read with the Notification No. 51/12/2007-CL-III, the Central Government has granted general exemption for not attaching the annual accounts of Subsidiary Company, hence the Board of Directors of the company has by resolution given consent for not attaching the balance sheet of the subsidiary company.

The company undertakes that annual accounts of the subsidiary company and the related detailed information shall be made available to shareholders of the holding and subsidiary company seeking such information at any point of time. The annual accounts of the subsidiary company shall also be kept for inspection by any shareholders in the head office of the holding company and of the subsidiary company. The holding company shall furnish a hard copy of details of accounts of subsidiary company to any shareholder on demand.

Dividend:

In view of the marginal profit earned by the Company the Board wishes to maintain the rate of dividend and keeping in view of the investor’s interest and market sentiments, the Board of Directors recommended a dividend @3% (i.e. 30 paise per Equity Share) out of the Profits of the Company for the Financial Year ended on 31st March, 2014.

Further, the company has uploaded the details of unclaimed and unpaid dividend pertaining to the financial years 2008-09 to 2011-12 on the website of the Ministry of Corporate Affairs for the necessary compliance.

Current year’s outlook:

Your Company is expected to improve further and consolidate its operations in the ongoing financial year i.e. 2014-15, by making increase in volumes, reduce financial and other costs, monitoring and controlling a better mix of its products and markets towards achieving the better top and bottom lines in the years to come.

The Company has already commenced the commercial production w.e.f. 25th March, 2010 in the factory of High Security Registration Number Plate (HSRNP). The said project at Baddi, in the State of Himachal Pradesh is now commissioned and the company is applying for tenders in various states. Since the issue of contempt notices to the transport secretaries of Delhi, Punjab and Uttar Pradesh by the Honble’ Supreme Court for not implementing the HSRNP system, tenders have been floated by certain States. In view of this development the company is hopeful of getting the tenders from various State Governments where the company has submitted its bids.

The Company has diversified its activities into the power generation sector. The said project at Neemrana, in the State of Rajasthan is in initial stage and the company is applying for tenders. In view of the increasing demand of the power the company is hopeful of getting the tenders from State Government.

Consolidated Financial Statements:

As stipulated in the Listing Agreement with the Stock Exchange, the Consolidated Financial Statements have been prepared by the Company in accordance with the relevant accounting standards issued by the Institute of Chartered Accountants of India. The Audited consolidated financial statements together with Auditors’ Report thereon forms part of this Annual Report.

Deposits:

The Company has not invited/accepted any Fixed Deposits from Public during the year pursuant to the provisions of Section 58A of the Companies Act, 1956 and the Rules made thereunder.

Capital Structure:

During the year under review, there is no change in the capital structure of the company.

Listing Agreement Compliance:

The Equity Shares of the Company are listed with the BSE Ltd. (Bombay Stock Exchange), Mumbai. The Company has been complying with the provisions of Listing Agreement and has already made the payment of listing fees for the Financial Year 2014-15, to the BSE Ltd., Mumbai.

Corporate Governance:

Your Company is committed to maintain the highest standards of Corporate Governance. Your directors are also committed to adhere to the requirements set out by the Securities and Exchange Board of India’s (SEBI) Corporate Governance practices and have implemented all the major stipulations prescribed. A separate section on Corporate Governance and the Certificate from the Auditors of the Company regarding compliance of the conditions of Corporate Governance forms part of this Annual Report.

Insurance:

The Company has made necessary arrangements for adequate insurance of its insurable interests.

Directors:

As per Section 149(4) of the Companies Act, 2013, Mr. B. B. Gupta, Mr. B. B. Huria and Dr. S. K. Ranjhan, the independent directors of the Company are being appointed to hold office as independent directors for a period of five years with effect from 26th September, 2014. Brief particulars and expertise of these directors and their other directorships and committee memberships have been given in the annexure to the Notice of the Annual General Meeting in accordance with the requirements of listing agreement with Stock Exchange.

In accordance with the provisions of Section 152(6) of the Companies Act, 2013 and Article No.147 of the Articles of Association of the Company, Dr. Naseem Qureshi, Director of the Company is liable to retire by rotation at the forthcoming Annual General Meeting of the company and being eligible, offers himself for the re-appointment.

The term of three years for payment of remuneration to Mr. Sirajuddin Qureshi as the Chairman & Managing Director of the company has been expired on 05th August, 2014, hence, as per the provisions of Companies Act, 2013 read with the provisions under Schedule V to the Companies Act, 2013 his reappointment on the same terms and conditions and payment of same remuneration is required to be approved for a further period of three years w.e.f. 06th August, 2014 to 05th August, 2017, by passing a special resolution of the shareholders in the ensuing Annual General Meeting of the Company.

The Board recommends for the re-appointment of all the aforesaid Directors.

Auditors:

The Statutory Auditors M/s M. K. Aggarwal & Co., Chartered Accountants, hold office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The Company has received a letter from them to the effect that their re-appointment, if made, would be within the limits prescribed under section 141(3)(g) of the Companies Act, 2013 and they are not disqualified for such re-appointment within the meaning of section 141 of the said Act.

The Board recommends their re-appointment at the ensuing Annual General Meeting of the company.

Auditor’s Report:

The Auditor’s Report is self explanatory hence required no clarification by the Board.

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

The Statement pursuant to section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, is given in the Annexure, forming part of this Report.

Directors’ Responsibility Statement:

Pursuant to the requirements of section 217 (2AA) of the Companies Act, 1956, with respect to Directors’ Responsibility Statement, it is hereby confirmed:

(i) that in the preparation of the Annual Accounts for the Financial Year ended 31st March, 2014, the applicable Accounting Standards had been followed along with proper explanations relating to the material departures;

(ii) that the Directors had selected such Accounting Policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and of the Profit of the Company for the year under review;

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

(iv) that the Directors had prepared the Accounts for the Financial Year ended 31st March, 2014, on a ‘going concern’ basis.

Personnel:

The employer-employee relations throughout the year were very cordial. The Company enjoys a healthy working atmosphere that inspires the employees to put their best foot forward in achieving a high-sustainable growth. The Directors also wish to place on record the support and confidence reposed in the management by the employees. Total quality in every sphere of activities, employee training and development continues to be on the top priority of your management.

Corporate Social Responsibility

As per the provisions under new Companies Act, 2013 and the rules made thereunder the company is not required to comply with the CSR Policy, however, the Company voluntarily making its regular efforts in improving the socio–economic environment in and around the factory, especially towards maintaining clean and green pollution free surroundings, improving the quality of life of its suppliers, employees and all concerned, through its efficient functioning and by taking all precautions against all sorts of environmental hazards. Developing and improving the agricultural resources, especially livestock, is given an utmost priority by the Company. The Company is fully conscious of its social responsibilities and has been discharging them to the fullest extent.

Acknowledgements:

Your Directors would like to express their grateful appreciation for the co-operation and support extended by the Central Government, State Government, Financial Institutions, Bankers, Vendors and Shareholders of the company during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services and untiring efforts of the executives, staff and workers of the company at all the levels.

ON BEHALF OF THE BOARD FOR HIND INDUSTRIES LIMITED

SIRAJUDDIN QURESHI

CHAIRMAN & MANAGING DIRECTOR

NEW DELHI

14TH AUGUST, 2014

---

Mar 31, 2013

Dear Members,

The Directors have pleasure in presenting the Fortieth Annual Report on the business and operations of your Company and the Audited Annual Accounts of the Company for the fnancial year ended on 31st March, 2013.

Financial Results:

The Financial Highlights of the Company for the fnancial year ended on 31st March, 2013 are as under:

(Amount in Lac Rs.) Particulars 2012-13 2011-12 Revenue from Operations 15163.16 14020.89

Other Income 129.24 119.90

Proft before Depreciation, 482.16 675.82

Extra Ordinary Items and Taxes

{PBDEIT}

Extra Ordinary Items Written Off 660.04

Proft/(Loss) before Depreciation 482.16 15.77 and Taxes {PBDT}

Depreciation and Amortisation 286.72 286.66

Expense

Proft/(Loss) before Tax 195.45 (270.89)

Less: Tax for current year 91.55 0.00

Add: Deferred tax Written Back 52.11 60.29

Proft/(Loss) after Taxes {PAT} 156.01 (210.60)

Surplus/(Loss) Carried to 4472.73 4472.73

Balance Sheet performance:

During the fnancial year 2012-13, your Company again achieved the highest ever turnover of Rs.15163.16 Lacs as against Rs.14020.89 Lacs in the previous year 2011-12, thereby showing an increase of 8.15%. The Proft before Depreciation, Extra Ordinary Items and Taxes (PBDEIT) of the Company during the fnancial year 2012-13 stood at Rs.482.16 Lacs as against Rs.675.82 Lacs in the previous fnancial year 2011-12, which is a decrease of 28.66%, mainly due to the increase in fnancial costs. The company earned a Net Proft after Tax of Rs.156.01 Lacs during the fnancial year 2012-13 against the loss (NLAT) of Rs.210.60 Lacs in the previous year.

Proftability:

During the year under review the company has been able to post marginal profts of Rs.156.01 Lacs despite the increase in fnancial costs by better control of the raw material, manufacturing, logistics, selling, distribution, administrative and other expenses.

Financial Conditions and Results of operation:

''Management Discussion and Analysis of Financial Condition and Results of Operation of the Company for the year under review’, as stipulated in Clause 49 of the Listing Agreement with the Stock Exchange, are given as separate Statement in this Annual Report.

Subsidiary Company: HIND AGRO INDUSTRIES LIMItED

The Subsidiary Company, i.e. M/s Hind Agro Industries Limited, which has a 100% export oriented modern, integrated abattoir-cum-meat processing plant at Aligarh (U.P.), achieved Total Sales Turnover Rs.71914.32 Lacs and Proft before taxes (PBT) of Rs.936.96 Lacs for the year ended 31st March, 2013, as compared to the Total Sales Turnover of Rs.70351.29 Lacs and the Proft before taxes (PBT] of Rs.943.23 Lacs in the previous year ended on 31st March, 2012.

Pursuant to the provisions under Section 212(8) of the Companies Act, 1956 read with the Notifcation No.51/12/2007-CL-III, the Central Government has granted general exemption for not attaching the annual accounts of Subsidiary Company, hence the Board of Directors of the company has by resolution given consent for not attaching the balance sheet of the subsidiary company.

The company undertakes that annual accounts of the subsidiary company and the related detailed information shall be made available to shareholders of the holding and subsidiary company seeking such information at any point of time. The annual accounts of the subsidiary company shall also be kept for inspection by any shareholders in the head offce of the holding company and of the subsidiary company. The holding company shall furnish a hard copy of details of accounts of subsidiary company to any shareholder on demand.

Dividend:

In view of the marginal proft earned by the Company the Board wishes to maintain the rate of dividend and keeping in view of the investor’s interest and market sentiments, the Board of Directors recommended a dividend @3% (i.e. 30 paise per Equity Share) out of the Profts of the Company for the Financial Year ended on 31st March, 2013.

Further, the company has transferred the remaining amount of unclaimed and unpaid dividend for the fnancial year 1997-98 into the ''Investor Education and Protection Fund’ on completion of a period of seven years from the date of transferring to the unpaid dividend account.

Current year’s outlook:

Your Company is expected to improve further and consolidate its operations in the ongoing fnancial year i.e. 2013-14, by making increase in volumes, reduce fnancial and other costs, monitoring and controlling a better mix of its products and markets towards achieving the better top and bottom lines in the years to come.

The Company has already commenced the commercial production w.e.f. 25th March, 2010 in the factory of High Security Registration Number Plate (HSRNP). The said project at Baddi, in the State of Himachal Pradesh is now commissioned and the company is applying for tenders in various states. Since the issue of contempt notices to the transport secretaries of Delhi, Punjab and Uttar Pradesh by the Honble’ Supreme Court for not implementing the HSRNP system, tenders have been foated by certain States. In view of this development the company is hopeful of getting the tenders from various State Governments where the company has submitted its bids.

The Company has diversifed its activities into the power generation sector. The said project at Neemrana, in the State of Rajasthan is in initial stage and the company is applying for tenders. In view of the increasing demand of the power the company is hopeful of getting the tenders from State Government.

Consolidated Financial statements:

As stipulated in the Listing Agreement with the Stock Exchange, the Consolidated Financial Statements have been prepared by the Company in accordance with the relevant accounting standards issued by the Institute of Chartered Accountants of India. The Audited consolidated fnancial statements together with Auditors’ Report thereon forms part of this Annual Report.

Deposits:

The Company has not invited/accepted any Fixed Deposits from Public during the year pursuant to the provisions of Section 58A of the Companies Act, 1956 and the Rules made thereunder.

Capital structure:

During the year under review, there is no change in the capital structure of the company.

Listing Agreement Compliance:

The securities of the Company are listed with the BSE Ltd. (Bombay Stock Exchange), Mumbai. The Calcutta Stock Exchange Ltd. has fnally conveyed its formal approval for the de-listing of the shares of the Company w.e.f. 18th February, 2013, as earlier agreed and resolved by the Company. The Company has been complying with the Listing Agreement and has already made the payment of listing fees for the Financial Year 2013-14, to the BSE Ltd., Mumbai.

Corporate Governance:

Your Company is committed to maintain the highest standards of Corporate Governance. Your directors are also committed to adhere to the requirements set out by the Securities and Exchange Board of India’s (SEBI) Corporate Governance practices and have implemented all the major stipulations prescribed. A separate section on Corporate Governance and the Certifcate from the Auditors of the Company regarding compliance of the conditions of Corporate Governance forms part of this Annual Report.

Insurance:

The Company has made necessary arrangements for adequate insurance of its insurable interests.

Directors:

In accordance with the provisions of Section 256 of the Companies Act, 1956 and Article No. 147 of the Articles of Association of the Company, Mr. B. B. Huria, Director of the Company is liable to retire by rotation at the forthcoming Annual General Meeting of the company and being eligible, offers himself for the re-appointment.

The Board recommends for the re-appointment of Mr. B.B. Huria.

Auditors:

The Statutory Auditors M/s M. K. Aggarwal & Co., Chartered Accountants, (FRN 01411N) hold offce until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The Company has received a letter from them to the effect that their re-appointment, if made, would be within the limits prescribed under section 224(1B) of the Companies Act, 1956 and they are not disqualifed for such re-appointment within the meaning of section 226 of the said Act.

The Board recommends their re-appointment at the ensuing Annual General Meeting of the company.

Auditor’s Report:

The observations of the Auditors in the Auditor’s Report on the Annual Accounts for the year 2012-13, are explained and clarifed as under:

-Explanation to Point No.32 of the Notes forming part of the Financial Statements:

The Company is taking adequate steps for realization of its debts and reasonable provisions shall be made upon its realization in the subsequent years.

Particulars of Employees:

A statement showing the particulars of employees pursuant to section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 is mentioned below:-

Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and outgo:

The Statement pursuant to section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, is given in the Annexure, forming part of this Report.

Directors’ Responsibility Statement:

Pursuant to the requirements of section 217 (2AA) of the Companies Act, 1956, with respect to Directors’ Responsibility Statement, it is hereby confrmed:

(i) that in the preparation of the Annual Accounts for the Financial Year ended 31st March, 2013, the applicable Accounting Standards had been followed along with proper explanations relating to the material departures;

(ii) that the Directors had selected such Accounting Policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and of the Proft of the Company for the year under review;

(iii) that the Directors had taken proper and suffcient 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;

(iv) that the Directors had prepared the Accounts for the Financial Year ended 31st March, 2013, on a ''going concern’ basis.

Personnel:

The employer-employee relations throughout the year were very cordial. The Company enjoys a healthy working atmosphere that inspires the employees to put their best foot forward in achieving a high-sustainable growth. The Directors also wish to place on record the support and confdence reposed in the management by the employees. Total quality in every sphere of activities, employee training and development continues to be on the top priority of your management.

Acknowledgements:

Your Directors would like to express their grateful appreciation for the co-operation and support extended by the Central Government, State Government, Financial Institutions, Bankers, Vendors and Shareholders of the company during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services and untiring efforts of the executives, staff and workers of the company at all the levels.

oN bEHALF oF tHE boARD

FoR HIND INDUstRIEs LIMItED

NEW DELHI sIRAJUDDIN QUREsHI

14TH AUGUST, 2013 CHAIRMAN & MANAGING DIRECTOR

---

Mar 31, 2012

The Directors have pleasure in presenting the Thirty Ninth Annual Report on the business and operations of your Company and the Audited Annual Accounts of the Company for the financial year ended on 31st March, 2012.

Financial Results:

The Financial Highlights of the Company for the financial year ended on 31st March, 2012 are as under:

(Amount in Lac Rs.)

Particulars 2011-12 2010-11

Revenue from Operations 14020.89 13837.40

Other Income 119.90 117.23

Profit before Depreciation, Extra Ordinary Items and Taxes (PBDEIT) 675.82 643.56

Extra Ordinary Items Written Off 660.04 0.00

Profit/(Loss) before Depreciation and Taxes (PBDT) 15.77 643.56

Depreciation and Amortisation Expense 286.66 281.40

Profit/(Loss) before Taxes (270.89) 362.16

Less: Tax for current year 0.00 162.88

Add: Deferred tax Written Back 60.29 54.93

Profit/(Loss) after Taxes (PAT) (210.60) 254.21

Surplus/(Loss) Carried to

Balance Sheet 4683.32 4713.44

Performance:

During the financial year 2011-12, your Company again achieved the highest ever turnover of Rs. 14020.89 Lacs as against Rs. 13837.40 Lacs in the previous year 2010- 11, thereby showing an increase of 1.33%. The Profit before Depreciation, Extra Ordinary Items and Taxes (PBDEIT) of the Company during the financial year 2011- 12 stood at Rs. 675.82 Lacs as against Rs. 643.56 Lacs in the previous financial year 2010-11, which is an increase of 5.00%. The company suffered a Net Loss after Tax (NLAT) of Rs. 210.60 Lacs during the financial year 2011-12 as compared to the Net Profit after Tax of Rs. 254.21 Lacs in the previous year.

Profitability:

During the year under review the company has posted operating profits but due to the writing-off of the extra ordinary items the company could not be able to maintain the profitability and suffered losses.

Financial Conditions and Results of Operation:

'Management Discussion and Analysis of Financial Condition and Results of Operation of the Company for the year under review', as stipulated in Clause 49 of the Listing Agreement with the Stock Exchange, are given as separate Statement in this Annual Report.

Subsidiary Company: HIND AGRO INDUSTRIES LIMITED

The Subsidiary Company, i.e. M/s Hind Agro Industries Limited, which has a 100% export oriented modern, integrated abattoir-cum-meat processing plant at Aligarh (U.P.), achieved Total Sales Turnover of Rs. 70351.29 Lacs and Profit before taxes (PBT) of Rs. 943.23 Lacs for the year ended 31st March, 2012, as compared to the Total Sales Turnover of Rs. 70137.21 Lacs and the Profit before taxes (PBT) of Rs. 919.00 Lacs in the previous year 2010-11.

Pursuant to the provisions under Section 212(8) of the Companies Act, 1956 read with the Notification No.51/12/2007-CL-III, the Central Government has granted general exemption for not attaching the annual accounts of Subsidiary Company, hence the Board of Directors of the company has by resolution given consent for not attaching the balance sheet of the subsidiary company.

The company undertakes that annual accounts of the subsidiary company and the related detailed information shall be made available to shareholders of the holding and subsidiary company seeking such information at any point of time. The annual accounts of the subsidiary company shall also be kept for inspection by any shareholders in the head office of the holding company and of the subsidiary company. The holding company shall furnish a hard copy of details of accounts of subsidiary company to any shareholder on demand.

Dividend:

In view of the losses suffered by the company the Board shows its inability to maintain the rate of dividend however, keeping in view of the sentiment of investor and market the Board members recommended a dividend @ 3% out of the General Reserves complying with the provisions under Companies (Declaration of Dividend Out Of Reserves) Rules, 1975.

Current year's outlook:

Your Company is expected to improve further and consolidate its operations in the ongoing financial year i.e. 2012-13, by making increase in volumes, reduce financial and other costs, monitoring and controlling a better mix of its products and markets towards achieving the better top and bottom lines in the years to come.

The Company has already commenced the commercial production w.e.f. 25th March, 2010 in the factory of High Security Registration Number Plate (HSRNP). The said project at Baddi, in the State of Himachal Pradesh is now commissioned and the company is applying for

tenders in various states. Since the issue of contempt notices to the transport secretaries of Delhi, Punjab and Uttar Pradesh by the Honble' Supreme Court for not implementing the HSRNP system, tenders have been floated by certain States. In view of this development the company is hopeful of getting the tenders from various State Governments where the company has submitted its bids.

The Company has diversified its activities into the power generation sector. The said project at Neemrana, in the State of Rajasthan is in initial stage and the company is applying for tenders. In view of the increasing demand of the power the company is hopeful of getting the tenders from State Government.

Consolidated Financial Statements:

As stipulated in the Listing Agreement with the Stock Exchange, the Consolidated Financial Statements have been prepared by the Company in accordance with the relevant accounting standards issued by the Institute of Chartered Accountants of India. The Audited consolidated financial statements together with Auditors' Report thereon form part of this Annual Report.

Deposits:

The Company has not invited/accepted any Fixed Deposits from Public during the year pursuant to the provisions of Section 58A of the Companies Act, 1956 and the Rules made thereunder.

Capital Structure:

During the year under review, there is no change in the capital structure of the company.

Listing Agreement Compliance:

The securities of the Company are listed with the Bombay Stock Exchange Limited, Mumbai. The Calcutta Stock Exchange Association Limited has not conveyed its formal approval for the de-listing the shares of the Company, as earlier agreed and resolved by the Company. The Company has been complying with the Listing Agreement and has already made the payment of listing fees for the Financial Year 2012-13, to the Bombay Stock Exchange Limited, Mumbai.

Corporate Governance:

Your Company is committed to maintain the highest standards of Corporate Governance. Your directors are also committed to adhere to the requirements set out by the Securities and Exchange Board of India's (SEBI) Corporate Governance practices and have implemented all the major stipulations prescribed. A separate section on Corporate Governance and the Certificate from the Auditors of the Company regarding compliance of the conditions of Corporate Governance forms part of this Annual Report.

Insurance:

The Company has made necessary arrangements for adequate insurance of its insurable interests.

Directors:

In accordance with the provisions of Section 256 of the Companies Act, 1956 and Article No. 147 of the Articles of Association of the Company, Mrs. Kiran Qureshi, Director of the Company is liable to retire by rotation at the forthcoming Annual General Meeting of the company and being eligible, offers herself for the re- appointment.

The Board recommends for the re-appointment of Mrs. Kiran Qureshi.

Auditors:

The Statutory Auditors M/s. M. K. Aggarwal & Co., Chartered Accountants, hold office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The Company has received a letter from them to the effect that their re-appointment, if made, would be within the limits prescribed under section 224(1B) of the Companies Act, 1956 and they are not disqualified for such re-appointment within the meaning of section 226 of the said Act.

The Board recommends their re-appointment at the ensuing Annual General Meeting of the company.

Auditor's Report:

The observations of the Auditors in the Auditor's Report on the Annual Accounts for the year 2011-12, are explained and clarified as under:

- Explanation to Point No.4 of the Auditor's Report and Point No.33 of the Notes forming part of the Financial Statements:

The Company is taking adequate steps for realization of its debts and reasonable provisions shall be made upon its realization in the subsequent years.

Particulars of Employees:

A statement showing the particulars of employees pursuant to section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules 1975 is mentioned below:-

Name of the Designation Qualification Age Remuneration Employee (Amt in Lacs Rs.)

Mr. Sirajuddin Chairman & BA, L.L.B. 64 years 53.83* Qureshi Managing Director



Name of the Experience Date of Previous Employee Employment Employment

Mr. Sirajuddin 35 years 06.08.1993 Not Applicable Qureshi

*Remuneration shown above includes commission of Rs. 3.97/- Lacs (F.Y. 2010-11)

The above salary of the Chairman & Managing Director includes the salary @ Rs. 6.08/- Lacs p.m. w.e.f. 06th August, 2011 which is as per the special resolution passed on 26th September, 2011, by the shareholders in the 38th Annual General Meeting and subsequent approval of Central Government.

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

The Statement pursuant to section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, is given in the Annexure, forming part of this Report.

Directors' Responsibility Statement:

Pursuant to the requirements of section 217 (2AA) of the Companies Act, 1956, with respect to Directors' Responsibility Statement, it is hereby confirmed:

(i) that in the preparation of the Annual Accounts for the Financial Year ended 31st March, 2012, the applicable Accounting Standards had been followed along with proper explanations relating to the material departures;

(ii) that the Directors had selected such Accounting Policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and of the Loss of the Company for the year under review;

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

(iv) that the Directors had prepared the Accounts for the Financial Year ended 31st March, 2012, on a 'going concern' basis.

Personnel:

The employer-employee relations throughout the year were very cordial. The Company enjoys a healthy working atmosphere that inspires the employees to put their best foot forward in achieving a high-sustainable growth. The Directors also wish to place on record the support and confidence reposed in the management by the employees. Total quality in every sphere of activities, employee training and development continues to be on the top priority of your management.

Acknowledgements:

Your Directors would like to express their grateful appreciation for the co-operation and support extended by the Central Government, State Government, Financial Institutions, Bankers, Vendors and Shareholders of the company during the year under review. Your Directors

also wish to place on record their deep sense of appreciation for the committed services and untiring efforts of the executives, staff and workers of the company at all the levels.

ON BEHALF OF THE BOARD FOR HIND INDUSTRIES LIMITED

DR. S. K. RANJHAN DR. NASEEM QURESHI DIRECTOR DIRECTOR

PLACE: NEW DELHI DATE: 14.08.2012

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Mar 31, 2010

The Directors have pleasure in presenting the Thirty Seventh Annual Report on the business and operations of your Company and the Audited Annual Accounts of the Company for the financial year ended on 31st March, 2010.

Financial Results:

The Financial Highlights of the Company for the financial year ended on March 31, 2010 are as under:

(Amount In Lac Rs.)

Particulars 2009-10 2008-09

Sales 12245.36 11796.10

Other Income 188.33 143.72

Profit before Depreciation,

Interest and Tax {PBDIT} 1108.54 1297.30

Profit/(Loss) before Taxes {PBTf 247.54 304.39

Less-Tax for current year 126.36 103.46

Less- Tax for Earlier years (83.43) -

Less- Fringe Benefit Tax - 5.15

Add- Deferred tax asset / (liability) 43.33 (41.58)

Profit/(Loss) after Taxes {PAT} 247.95 154.21

Surplus/(Deficit) of Previous Year - -

Transfer to General Reserve - -

Surplus/(Loss) Carried to

Balance Sheet 4519.65 4322.22



Performance:

During the financial year 2009-10, your Company achieved the highest ever turnover of Rs. 122.45 Crores as against Rs. 117.96 Crores in the previous year 2008- 09, thereby showing an increase of 3.81%. The Profit before tax (PBT) of the Company during the financial year 2009-10 stood at Rs.2.47 Crores as against Rs.3.04 Crores in the previous financial year 2008-09, which is a decrease of 18.75%. The Net Profit after tax (PAT) of the Company during the financial year 2009- 10 stood at Rs.2.48 Crores as compared to Rs. 1.54 Crores in the previous year mainly due to the amount of Deferred Taxes Assets and reversal of provision for tax for earlier years.

The Company has made a good progress in the first quarter of this current financial year 2010-11 and has achieved a turnover of around 28.61 Crores in the said quarter ended on 30th June, 2010.

Your Directors are pleased to inform you that the Company is regular as on 31" March, 2010, in making the quarterly payment of installments to IFCI after the Negotiated Settlement of Dues made by it vide its letter dated-21" June, 2005.

Profitability:

During the year under review the profitability of the company decreased in comparison to the corresponding financial year. The profitability has decreased mainly due to withdrawal of incentives on export of Meat and Meat Products by the Government.

Financial Conditions and Results of Operation:

Management Discussion and Analysis of Financial Condition and Results of Operation of the Company for the year under review, as stipulated in Clause 49 of the Listing Agreement with the Stock Exchange, are given as separate Statement in this Annual Report.

Subsidiary Company: HIND AGRO INDUSTRIES LIMITED

The Subsidiary Company, i.e. M/s Hind Agro Industries Limited, which has a 100% export oriented modem, integrated abattoir-cum-meat processing plant at Aligarh (U.P.), achieved Total Sales Turnover Rs.686.13 Crores and Profit before taxes (PBT) of Rs.9.34 Crores for the year ended 31*1 March, 2010, as compared to the Total Sales Turnover of Rs.632.82 Crores and the Profit before taxes (PBT] of Rs.5.59 Crores in the previous year 2008-09. A copy of the Directors Report, Auditors Report, Balance Sheet and Profit & Loss A/c of the Subsidiary Company for the financial year ended on 31" March, 2010 are attached herewith for your perusal.

Dividend:

The Board considering the Companys performance on achieving the highest ever turnover for the year under review, has recommended payment of dividend @ 5% for the year ended 31" March, 2010, subject to the approval of IFCI Ltd. and the Memoes at the ensuing Annual General Meeting.

Current years outlook:

Your Company is expected to improve further and consolidate its operations in the ongoing financial year i.e.2010-11, by making increase in volumes, reduce financial and other costs, monitoring and controlling a better mix of its products and markets towards achieving the better tcp and bottom lines in the years to come.

The Company has already commenced the commercial production w.e.f. 25th March, 2010 in the factory of High Security Registration Number Plate (HSRNP). The said project at Baddi, in the State of Himachal Pradesh, is now commissioned and the company is applying for tenders in various states. Since the recent delivery of directives by the Honble Supreme Court it is now mandatory for the Centre and State

Governments to implement the HSRNP system upto 31" May, 2010. In view of this verdict the company is hopeful of getting the tenders from various State Governments where the company has submitted its bids.

Consolidated Financial Statements:

As stipulated in the Listing Agreement with the Stock Exchange, the Consolidated Financial Statements have been prepared by the Company in accordance with the relevant accounting standards issued by the Institute of Chartered Accountants of India. The Audited consolidated financial statements together with Auditors Report thereon form part of this Annual Report.

Deposits:

The Company has not invited/accepted any Fixed Deposits from Public during the year pursuant to the provisions of Section 58A of the Companies Act, 1956 and the Rules made thereunder.

Capital Structure:

During the year under review, there is no change in the capital structure of the company.

Listing Agreement Compliance:

The securities of the Company are listed with the Bombay Stock Exchange Limited, Mumbai. The Calcutta Stock Exchange Association Limited has not conveyed its formal approval for the de-listing the shares of the Company, as earlier agreed and resolved by the Company. The Company has been complying with the Listing Agreement and has already made the payment of listing fees for the Financial Year 2010-11, to the Bombay Stock Exchange Limited, Mumbai.

Corporate Governance:

Your Company is committed to maintain the highest standards of Corporate Governance. Your directors are also committed to adhere to the requirements set out by the Securities and Exchange Board of Indias (SEBI) Corporate Governance practices and have implemented all the major stipulations prescribed. A separate section on Corporate Governance and the Certificate from the Auditors of the Company regarding compliance of the conditions of Corporate Governance forms part of this Annual Report.

Insurance:

The Company has made necessary arrangements for adequate insurance of its insurable interests.

Directors:

In accordance with the provisions of section 256 of the CompaniesAct, 1956 and Article No. 147 of theArticles of Association of the Company, Mr. B. B. Gupta, Director of the Company, is liable to retire by rotation at the forthcoming Annual General Meeting of the company and being eligible, offers himself for the re- appointment.

The Board recommends the re-appointment of Mr. B. B. Gupta, Director at the forthcoming Annual General Meeting of the company.

Auditors:

The Statutory Auditors M/s M. K. Aggarwal & Co., Chartered Accountants, hold office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The Company has received a letter from them to the effect that their re-appointment, if made, would be within the limits prescribed under section 224 (1B) of the Companies Act, 1956 and they are not disqualified for such re-appointment within the meaning of section 226 of the said Act.

The Board recommends their re-appointment at the ensuing Annual General Meeting of the company.

Auditors Report:

The observations of the Auditors in the Auditors Report on the Annual Accounts for the year 2009-10, are explained and clarified as under:

- Explanation to Point No. 4 of the Auditors Report and Point No. C.8 of the Notes forming part of accounts to the Auditors Report:

The Company is taking adequate steps for realization of its debts and reasonable provisions shall be made upon its realization in the subsequent years.

Particulars of Employees:

A statement showing the particulars of employees pursuant to section 217(2A) of the Companies Act, 1956, read with the Companies (particulars of employees) rules 1975 is mentioned below:-

Name of the Designation Qualifi- Age Remuneration Employee cation (Amt in Rs.)

Mr. Sirajuddin Chairman & BA, LLB 62 years 33,86,405/- Qureshi Managing Director

Mr. Anil Chief CA.CS, 47 years 36,66,960/-

Vanjani Executive ICWA, LLB

Officer



Name of the Employes Experience Date of Previous employment employment

Mr. Sirajuddin 33 years 06.08.1993 Not Qureshi Applicable

Mr.Anil 23 years 02.02.2009 Luxor Vanjani writing Instruments PvtLtd

- "Remuneration shown above includes commission of Rs.2,81,405/-

- The salary of the Chairman & Managing Director is as per the special resolution passed by the shareholders in the 35m Annual General Meeting

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

The Statement pursuant to section 217(1 )(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, is given in the Annexure, forming part of this Report.

Directors Responsibility Statement:

Pursuant to the requirements of section 217 (2AA) of the Companies Act, 1956, with respect to Directors Responsibility Statement, it is hereby confirmed:

(i) that in the preparation of the Annual Accounts for the Financial Year ended 31st March, 2010, the applicable Accounting Standards had been followed along with proper explanations relating to the material departures;

(ii) that the Directors had selected such Accounting Policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and of the Profit of the Company for the year under review;

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

(iv) that the Directors had prepared the Accounts for the Financial Year ended 31st March, 2010, on a going concern basis.

Personnel:

The employer-employee relations throughout the year were very cordial. The Company enjoys a healthy working atmosphere that inspires the employees to put their best foot forward in achieving a high- sustainable growth. The Directors also wish to place on record the support and confidence reposed in the management by the employees. Total quality in every sphere of activities, employee training and development continues to be on the top priority of your management.

Acknowledgements:

Your Directors would like to express their grateful appreciation for the co-operation and support extended by the Central Government, State Government, Financial Institutions, Bankers, Vendors and Shareholders of the company during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services and untiring efforts of the executives, staff and workers of the company at all the levels.

ON BEHALF OF THE BOARD

FOR HIND INDUSTRIES LIMITED

PLACE: NEW DELHI SIRAJUDDIN QURESHI

DATE: 14.08.2010 CHAIRMAN & MANAGING DIRECTOR