Directors Report of Hindustan Hardy Ltd.

Mar 31, 2025

Your Directors have pleasure in presenting the Forty Third Annual Report of the Company together with the Statement of Accounts for the year ended on March 31,2025.

FINANCIAL RESULTS:
Particulars	For the year ended 31st March 2025 Rs. in Lakh	For the year ended 31st March 2024 Rs. in Lakh
Revenue from Operations	8145.18	6783.92
Other Income	51.50	30.08
Total Income	8196.68	6814
Profit before Interest, Depreciation and Tax	1024.93	781.81
Finance Cost	17.86	24.23
Depreciation	112.36	97.7
Profit / Loss before tax	894.71	659.88
Tax Expenses	235.70	172.95
Profit / Loss after Tax	659.01	486.93
Other Comprehensive Income / (loss) for the year	1.07	21.83
Profit / Loss for the year attributable to owners of the company	660.08	508.76
Surplus brought forward from Previous Year	1730.60	1259.30
Profit available for appropriation	2390.68	1768.06
Proposed Dividend	(41.96)	(37.46)
Tax on Proposed Dividend	-	-
Surplus Carried Forward	2348.72	1730.60

OPERATIONS/STATE OF COMPANYâS AFFAIRS

Overall, the Company ended the year with sales that were 20% higher than the previous financial year. Serial production for certain parts that were under development started during the course of the year. Additionally export sales increased due to steps taken in earlier financial years.

On a quarterly basis, the first quarter was the weakest and as expected, the fourth quarter was the strongest driven by both domestic and export sales. Overall, sales in the fourth quarter were 8.5 crores higher than the first quarter and 5 crores higher than the second and third quarter which were comparable.

Steel prices remained relatively stable throughout the year. Variable costs as a proportion to sales improved slightly due to the companies continued efforts to increase efficiency and economies of scale due to higher production levels.

This effort continues as the Company continued its quarterly projects involving all employees to undertake continuous improvement projects targeting various areas such as productivity, quality and cost.

TRANSFER TO RESERVES

There was no transfer made to any Reserve during the year.

DIVIDEND

The Board of Directors has recommended dividend of @ Rs. 2.80 per share (28%) on the equity shares of the Company for the financial year 2024-2025.

Pursuant to the Finance Act, 2020, dividend income is taxable in the hands of the shareholders effective April 1,2020 and the Company is required to deduct tax at source from dividend paid to the Members at prescribed rates as per the Income Tax Act, 1961.

OUTLOOK

The global economy in FY 2024-25 demonstrated modest growth amid ongoing geopolitical uncertainties, tight financial conditions, and supply chain realignments. Global GDP growth is estimated at around 3.2%, driven largely by emerging markets, particularly in Asia. For the manufacturing sector, the year was marked by stabilizing input costs, a gradual recovery in global demand, and increased focus on supply chain diversification. While inflationary pressures persisted in certain regions, easing energy prices and improved logistics contributed to a more favorable cost environment for manufacturers worldwide. However, geopolitical tensions and protectionist policies in key markets remained risks to global trade flows.

India remained a bright spot in the global economy, with estimated GDP growth of 6.8%-7.0% during FY 2024-25. The agriculture and construction sectorsâkey drivers of rural and infrastructure growthâperformed well, supporting demand for related machinery and components. Continued government focus on rural development, mechanized farming, and flagship infrastructure programs such as PM Gati Shakti and the National Infrastructure Pipeline contributed to strong order flows in these segments. The manufacturing industry benefited from the Production-Linked Incentive (PLI) schemes, a favorable policy environment, and robust domestic demand.

Against this favorable macroeconomic and sectoral backdrop, the Company delivered a reasonable performance during FY 2024-25. Demand from both agricultural machinery and construction equipment OEMs remained robust, resulting in a healthy order book.

However, product costs continue to increase as suppliers across the board are pushing for conversion cost increases. On the other hand, the trend is that customers are pushing for turnover based discounts or year-on- year reductions. Therefore cost control is of utmost importance and the company is taking several steps to improve overall efficiency. The company is also focusing on automation, training and skill and machinery upgradation and maximize efficiency.

CHANGE IN NATURE OF BUSINESS

There is no change in the nature of business of the Company during the financial year ended March 31,2025.

MATERIAL CHANGES AND COMMITMENTS AFTER THE END OF THE FINANCIAL YEAR:

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 and the date of the report.

NUMBER OF MEETINGS OF BOARD OF DIRECTORS

4 meetings of the Board of Directors of the Company were held during the year on 22.05.2024, 05.08.2024, 25.10.2024 and 14.02.2025. The details of attendance at the meetings of board of directors are annexed to this report.

DIRECTORS AND KEY MANAGERIAL PERSONNELA] Appointments:

1. During the year, Mr. Navroze Marshall (DIN 00085754) was appointed as an Independent Director of the Company for a second term of five years commencing from May 22, 2024 to May 21,2029. His appointment was approved by the shareholders at the annual general meeting held on September 20, 2024

2. Based on recommendation of the Nomination and Remuneration Committee (âNRCâ), and in terms of the provisions of the Act, the Board of Directors appointed Mr. Cowasji Jehangir Jehangir (DIN: 06625023) as an Additional Director of the Company w.e.f. October 25, 2024 Further, in accordance with the provisions of Section 149 read with Schedule IV to the Act and applicable SEBI Listing Regulations, Mr. Cowasji Jehangir was appointed as Non-Executive, Independent Director not liable to retire by rotation, for a term of five years, i.e., from October 25, 2024 to October 24, 2029 (both days inclusive), subject to approval by the Members. The Company has received notice under Section 160 of the Act proposing his appointment.

The necessary Special Resolution for approval of appointment of Mr. Cowasji Jehangir as a Non-Executive Independent Director of the Company for a term of five years has been incorporated in the notice of the forthcoming Annual General Meeting of the Company along with brief details about him.

3. The Board of Directors at its meeting held on August 05, 2024 re-appointed Ms. Devaki Saran (DIN 06504653) as the Whole-time Director designated as âExecutive Director and Chief Financial Officerâ for a term of three years commencing from August 14, 2024 to August 13, 2027.The shareholders approved the said reappointment at the annual general meeting held on 20th September 2024.

4. Based on recommendation of the Nomination and Remuneration Committee (âNRCâ), and in terms of the provisions of the Act, the Board of Directors appointed Ms. Arati Saran (DIN: 01157284) as an Additional Director of the Company w.e.f. February 14, 2025, subject to approval by the Members. The Company has received notice under Section 160 of the Act proposing her appointment. The necessary Ordinary Resolution for appointment of Ms. Arati Saran as a Non-Executive Director of the Company has been incorporated in the notice of the forthcoming Annual General Meeting of the Company along with brief details about her.

5. The Board of Directors at its meeting held on April 01,2025 re-appointed Mr. Vijay Pathak (DIN 02700611) as the Whole-time Director designated as âExecutive Director and Chief Operating Officerâ for a term of three years commencing from April 01, 2025 to March 31, 2028, subject to approval of the Members at the ensuing Annual General Meeting (âAGMâ). A special resolution seeking Memberâs approval for his re-appointment forms part of the Notice for the ensuing AGM.

6. The Board of Directors at its meeting held on May 30, 2025, approved the change the Designation of Ms. Devaki Saran (DIN 06504653) as the Chairperson and Managing Director of the Company and payment of revised remuneration to her w.e.f. June 01, 2025 for the residual period of her tenure upto August 13, 2027, subject to approval by the Members. The necessary Special Resolution for seeking Memberâs approval for her change in designation forms part of the Notice for the ensuing AGM.

7. Ms. Devaki Saran resigned as Chief Financial officer w.e.f. June 1, 2025. The Board of directors on the recommendation of Nomination and Remuneration Committee, appointed Ms. Mallika Saran as the Chief Financial Officer of the Company w.e.f. June 1,2025.

8. Based on recommendation of the Nomination and Remuneration Committee (âNRCâ), and in terms of the provisions of the Act, the Board of Directors appointed Ms. Mallika Saran (DIN: 11005015) as an Additional Director of the Company with effect from April 01,2025.

9. Further, in accordance with the provisions of Section 196, 197, 198 and 203 read with Schedule V to the Act and applicable SEBI Listing Regulations, Ms. Mallika Saran was appointed as Whole time Director and Chief financial officer (CFO), for a term of three years, i.e., from June 1,2025 to May 31,2028, (both days inclusive), subject to approval by the Members. The Company has received notice under Section 160 of the Act proposing her appointment. The necessary Ordinary Resolution for her appointment as Director and Special Resolution for approving the appointment as Whole time Director and Chief Financial Officer has been incorporated in the notice of the forthcoming Annual General Meeting of the Company along with brief details about him.

10. In accordance with the provisions of Section 152 of the Act, Mr. Vijay Pathak Din-02700611, Director, retires at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

B] Cessations:

11. Mr. Sanjaya Saran, Chairman of the Company expired on January 24, 2025. The Board members expressed their condolences on the demise of Mr. Sanjaya Saran and deep appreciation for guidance provided by him during his tenure as Chairman.

12. During the year under review, Mr. Jehangir Hirji Cawasji Jehangir (DIN 00001451) ceased to be Director of the Company w.e.f. August 07, 2024 upon completion of his term as an Independent Director. The Board places on record its appreciation for their invaluable contribution and guidance provided to the Company.

13. During the year under review, Richard George Koszarek (DIN 00740800) ceased to be a Director of the Company w.e.f. August 14, 2024 upon completion of his term as an Independent Director. The Board places on record its appreciation for their invaluable contribution and guidance provided to the Company.

C] DETAILS OF KMP

In terms of Section 203 of the Act, presently the following are the Key Managerial Personnel (KMP) of the Company:

1. Ms. Devaki Saran, Managing Director and Chairperson

2. Ms. Mallika Saran, Whole-time Director and CFO

3. Mr. Vijay Pathak, Executive Director and COO

4. Ms. Sunita Nisal, Company Secretary

DECLARATION FROM INDEPENDENT DIRECTORS

Directors who are independent directors, have submitted a declaration as required under section 149(7) of the Act that each of them meets the criteria of independence as provided in sub Section (6) of Section 149 of the Act and under regulation 16 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from time to time and there has been no change in the circumstances which may affect their status as independent director during the year. In the opinion of the Board, the independent directors possess appropriate balance of skills, experience, and knowledge, as required.

AUDIT COMMITTEE OF BOARD OF DIRECTORS

The Audit committee of the Board of directors of the Company consists of the following members

1. Mr. Navroze S Marshall Independent Director

2. Mr. Sanjiv Bhasin Chairman and Managing Director

3. Mr. Cowasji Jehangir Independent Director

Four meetings of the Audit committee were held during the financial year. The details of attendance of committee meetings is annexed to this report.

VIGIL MECHANISM

The Company has formulated and published a Whistle Blower Policy to provide a mechanism (âVigil Mechanismâ) for employees including directors of the Company to report genuine concerns. The provisions of this policy are in line with the provisions of the Section 177 (9) of the Act. The Whistle Blower Policy (Vigil Mechanism) is uploaded on the Companyâs website www.hhardys.com

POLICY ON DIRECTORSâ APPOINTMENT AND REMUNERATION AND CRITERIA FOR INDEPENDENT DIRECTORS

The Remuneration Policy for directors and senior management and the Criteria for selection of candidates for appointment as directors, independent directors, senior management as adopted by the Board of Directors are placed on the website of the Company (www.hhardys.com). There has been no change in the policies since the last fiscal year.

We affirm that the remuneration paid to the directors is as per the terms laid out in the remuneration policy of the Company.

DIRECTORSâ RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

i. In the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

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

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

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

v. They have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;

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

ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Companyâs 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 disclosures.

The internal auditors also regularly reviews the adequacy of internal financial control system. DETAILS OF SUBSIDIARIES/ JOINT VENTURES/ ASSOCIATES

The Company is a subsidiary of XLO India Private Limited (formerly XLO India Limited). The Company does not have any subsidiary/ joint ventures/ associates.

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31,2025 is available on the Companyâs website on www.hhardys.com.

AUDITORS

The Members of the company had, at its Annual General Meeting (AGM) held on 27th September, 2022 appointed M/s. Daga & Chaturmutha, Chartered Accountants, Nashik, (ICAI Registration No101987W) as the Statutory Auditors for a further period of 5 (five) consecutive years from the conclusion of the Fortieth AGM till the conclusion of the Forty-Fifth AGM. M/s. Daga & Chaturmutha, Chartered Accountants, have submitted a certificate confirming that their appointment is in accordance with Section 139 read with Section 141 of the Act.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 and other applicable provisions, if any, of the Companies Act, 2013, M/s. Parikh & Associates, Practicing Company Secretaries were appointed as the Secretarial Auditors for auditing the secretarial records of the Company for the financial year 2024-2025.

The Secretarial Auditorsâ Report is annexed as Annexure I.

AUDITORSâ REPORT AND SECRETARIAL AUDITORSâ REPORT

The Auditorsâs report does not contain any qualifications, reservations or adverse remarks.

The observation made by the Auditors in their report is self explanatory.

During the year under review, there were no instances of fraud reported by the auditors, under Section 143(12) of the Companies Act, 2013 to the Audit Committee or the Board of Directors.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORBTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Information in accordance with Clause (m) of Sub-section (3) of Section 134 of the Act read with Companies (Accounts) Rules, 2014 is annexed to this report as Annexure II.

PARTICULARS OF EMPLOYEES

Pursuant to Section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the particulars of employees are annexed as Annexure III.

DEPOSITS FROM PUBLIC

The Company has not accepted any deposits from public.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORY/ JUDICIAL AUTHORITY

No significant or material orders were passed by any regulator or court that would impact the going concern status of the Company and its future operations.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The Company has not given any loans or guarantees or made investments during the year ended March 31,2025.

RISK MANAGEMENT POLICY

The Board of Directors of the Company has framed a risk management policy and is responsible for reviewing the risk management plan and ensuring its effectiveness. The audit committee has additional oversight in the area of financial risks and controls. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. The company conducts a monthly review of major risks and actions to minimize these in its Monthly Management Meeting. Efficacy of risk management is also one of the criteria on evaluated in the IATF certification process.

RELATED PARTY TRANSACTIONS

Particulars of transactions with related parties pursuant to Section 134(3) (h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Form AOC-2 and the same forms part of this report as Annexure IV.

EVALUATION OF BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

An annual evaluation of the Boardâs own performance, Board committees and individual directors was carried out pursuant to the provisions of the Act in the following manner:


Sr. No.	Performance evaluation of :-	Performance evaluation performed by :	Criteria
1.	Each Individual director	Nomination and Remuneration Committee	Attendance, Contribution to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and guidance provided, key performance aspects in case of executive directors etc.
2.	Independent directors;	Entire Board of Directors excluding the director who is being evaluated	Attendance, Contribution to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution, and guidance provided etc
3.	Board, its committees and individual directors	All directors	Board composition and structure; effectiveness of Board processes, information and functioning, fulfilment of key responsibilities, performance of specific duties and obligations, timely flow of information etc.
			The assessment of committees based on the terms of reference of the committees and effectiveness of the meetings.

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

The company has in place an Anti-Sexual Harassment Policy in line with the requirements of The company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH Act) and rules made thereunder. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

In accordance with the provisions of the Act, the details of complaints for the financial year are as follows:

(a) Number of complaints of sexual harassment received during the year: Nil

(b) Number of complaints disposed of during the year: Nil

The Company has complied with the provisions relating to constitution of Internal Complaints Committee under POSH Act.

COMPLIANCE OF THE PROVISION RELATING TO THE MATERNITY BENEFIT ACT 1961

The Company is in compliance with Maternity Benefit Act, 1961 during the financial year 20242025.

SECRETARIAL STANDARDS

The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards and that such systems are adequate and operating effectively.

LISTING AGREEMENT AND LISTING FEES

The Company entered into Listing Agreement with BSE Limited in terms of the SEBI (Listing The Company entered into Listing Agreement with BSE Limited in terms of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 issued on September 2, 2015 effective from December 1,2015.

The Company has paid the listing fees to BSE Limited for the year 2024-2025.

INSIDER TRADING REGULATIONS AND CODE OF DISCLOSURE

The Board of Directors has adopted the Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information and Code of Internal Procedures and Conduct for Regulating, Monitoring and reporting of Trading by Insiders in accordance with the requirements of the SEBI (Prohibition of Insider Trading) Regulation, 2015 and is available on our website (http://www.hhardys.com)

GREEN INITIATIVES

As a part of Green initiative and in compliance of MCA Circulars, the Annual Report 2024-2025 and Notice of the 43nd Annual General Meeting of the Company are sent to all members whose email addresses are registered with the Company / Depository Participant(s).

Members who have not updated their email addresses with the Company may update their email addresses by writing to the Company or Companyâs Registrar & Share Transfer Agents, M/s Satellite Corporate Services Pvt. Ltd., Office No. A/106-107, Dattani Plaza, East West Compound, Andheri Kurla Road, Sated Pool, Sakinaka, Mumbai-400072. Members holding shares in dematerialised mode are requested to register/update their email addresses with the relevant Depository Participants.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Section 135 of the Companies Act, 2013 mandates every Company having a minimum net worth threshold limit, turnover or net profit, as prescribed, to constitute a Corporate Social Responsibility Committee, formulating a Corporate Social Responsibility Policy that shall indicate activities to be undertaken by the Company as specified in Schedule VII to the Companies Act, 2013 and duly approved by the Board as well as fix the amount of expenditure to be incurred on the activities and monitor the CSR Policy from time to time.

In accordance with the applicable laws, the Company has formulated a CSR Policy. The present focus areas of CSR are Education to under privileged, Sustainability for Protection of Wildlife and the environment.

The CSR Report, detailing the Companyâs CSR spend for FY 2024-2025 forming part of this Report, is furnished in Annexure V

MANAGEMENTâS DISCUSSION AND ANALYSIS

In terms of the provisions of Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Managementâs discussion and analysis is set out in this Annual Report.

CORPORATE GOVERNANCE REPORT

As per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 Corporate Governance were not mandatory to the Company for FY 2024-2025.

MAINTENANCE OF COST ACCOUNTING RECORDS

The company is not required to maintain cost records as specified under section 148(1) of the Companies Act, 2013.

ACKNOWLEDGEMENT

The directors thank the Companyâs employees, customers, vendors, investors and academic institutions for their continuous support.

The directors also thank the government of various countries, government of India, the governments of various states in India and concerned government departments/agencies for their co-operation.

The directors appreciate and value the contributions made by every member of the Hindustan Hardy family.

Mar 31, 2024

The Directors have pleasure in presenting the Forty Second Annual Report together with the Statement of Accounts for the year ended on March 31,2024.

FINANCIAL RESULTS:

Particulars	For the year ended 31st March 2024 Rs. in Lakh	For the year ended 31st March 2023 Rs. in Lakh
Revenue from Operations	6783.92	6309.11
Other Income	30.08	58.94
Total Income	6814	6368.05
Profit before Interest, Depreciation and Tax	781.81	656.90
Finance Cost	24.23	41.40
Depreciation	97.7	90.27
Profit / Loss before tax	659.88	525.23
Tax Expenses	172.95	141.53
Profit / Loss after Tax	486.93	383.70
Other Comprehensive Income / (loss) for the year	21.83	3.90
Profit / Loss for the year attributable to owners of the company	508.76	387.60
Surplus brought forward from Previous Year	1259.30	905.00
Profit available for appropriation	1768.06	1292.6
Proposed Dividend	(37.46)	(32.97)
Tax on Proposed Dividend	-	-
Surplus Carried Forward	1730.60	1259.30

OPERATIONS/STATE OF COMPANYâS AFFAIRS

Overall, the Company ended the year with sales that were 7% higher than the previous financial year. Export sales in FY 23-24remained lower than historic levels due to the economic situation in Europe and other markets. Domestic OEM sales grew 12% driven by the construction equipment segment which compensated for a slowdown in the agricultural segment.

Sales were relatively consistent throughout the year as compared to the previous financial year when the second half of the year was significantly stronger than the first half. As expected the fourth quarter was the strongest driven by both domestic and export sales.

Other income decreased compared to FY 22-23 as the Euro remained relatively stable compared to considerable appreciation in FY 22-23.

Steel prices finally appeared to stabilized somewhat compared to the prior financial year. Variable costs as a proportion to sales improved slightly due to the companies continued efforts to increase efficiency.

This effort continues as the Company launched a new quarterly initiative involving all employees to undertake continuous improvement projects targeting various areas such as productivity, quality and cost.

TRANSFER TO RESERVES

There was no transfer made to any Reserve during the year.

DIVIDEND

The Board of Directors has recommended dividend of @ Rs. 2.50 per share (25%) on the equity shares of the Company for the financial year 2023-2024. Pursuant to the Finance Act, 2020, dividend income is taxable in the hands of the shareholders effective April 1, 2020 and the Company is required to deduct tax at source from dividend paid to the Members at prescribed rates as per the Income Tax Act, 1961.

OUTLOOK

Globally inflation appears to have abated somewhat. The state of the global economy is currently characterized by a mixture of challenges and opportunities. While many countries are experiencing a gradual recovery from the impact of the COVID-19 pandemic, there are lingering concerns about inflation, supply chain disruptions, and uneven economic growth. Rising commodity prices, labor shortages, and geopolitical tensions are also contributing to the uncertainty in the global economic landscape.

The Eurozone is gradually recovering with increased consumer spending and slowing inflation. Interest rates are also expected to decrease gradually though policy makers remain cautious. The US is experiencing mixed signals with inflation remaining a significant concern. Consumer spending is expected to slow down as households deplete their pandemic-era savings.

The world over the political landscape remains uncertain with elections in several major economies leading to considerable political and economic uncertainty.

Overall the export markets are expected to remain muted and the company is continuing its efforts to approach new customers and enter new geographies. Management has made this a focus area and is actively working to increase sales both in India and overseas.

India remains a bright spot on the global economic horizon. Historically, the first quarter is always the weakest as most companies reduce production after the end of the financial year. The monsoon is expected to be normal which will help bolster the agricultural segment though sales are not projected to reach their FY 21-22 peaks. The off-highway segment is also expected to remain strong due to the continuing government which is expected to continue its infrastructure push.

Product costs continue to increase as suppliers across the board are pushing for conversion cost increases which are not compensated by customers. Therefore cost control is of utmost importance and the company is taking several steps to improve overall efficiency. Employees at all levels are involved and the company is already seeing the benefits. The company is also focusing on training and skill up-gradation and machinery up-gradation to maximize efficiency..

MATERIAL CHANGES AND COMMITMENTS AFTER THE END OF THE FINANCIAL YEAR:

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 and the date of the report.

NUMBER OF MEETINGS OF BOARD OF DIRECTORS

4 meetings of the Board of Directors of the Company were held during the year on 26.05.2023, 11.08.2023, 18.10.2023 and on 12.02.2024. The details of attendance at the meetings of board of directors are annexed to this report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of Section 152 of the Act and Articles of Association, Mr. Sanjaya Saran (DIN 02700611), Director, retires at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

Upon the completion of his first term as an Independent director, the Board of Directors on May 22, 2024, has, pursuant to the provisions of Section 149 and other applicable provisions of the Act and based on his skills, expertise and performance evaluation, considered and appointed Mr. Navroze Marshall (DIN 0085754) as an Additional and Independent Director of the Company for a second term of five years effective from May 22, 2024 to May 21, 2029, as recommended by the Nomination and Remuneration Committee. Pursuant to the provisions of section 161 of the Companies Act, 2013, and he holds office upto the date of the ensuing annual General Meeting. The Company has received notice under Section 160 of the Act proposing his appointment

The necessary Special Resolution for re-appointment of Mr. Navroze Marshall as a Non-Executive Independent Director of the Company for a second term of five years has been incorporated in the notice of the forthcoming Annual General Meeting of the Company along with brief details about him.

The Board at its meeting held on August 5, 2024 re-appointed Ms. Devaki Saran (DIN 06504653) as a Whole-time Director designated as Executive Director and CFO of the Company with effect from August 14, 2024 for a further period of 3 years. The Board also approved payment of remuneration to Mr. Vijay Pathak (DIN 02700611), Executive Director and COO, for residual period of his term of appointment starting from August 14, 2024 to March 31,2025.

The necessary Special Resolution for re-appointment of and payment of remuneration to Ms. Devaki Saran as Executive Director and CFO for a further period of 3 years and Approval for payment of remuneration to Mr. Vijay Pathak for remainder period of his tenure starting from August 14, 2024 to March 31,2025 has been incorporated in the notice of the forthcoming Annual General Meeting of the Company along with brief details about him.

In terms of Section 203 of the Act, the following are the Key Managerial Personnel (KMP) of the Company:

Mr. Vijay Pathak, Executive Director & COO Ms. Devaki Saran, Executive Director & CFO Ms. Sunita Nisal, Company Secretary

Upon completion of their second term as Independent Directors, Mr. Jehangir H. C. Jehangir (DIN 00001451) and Mr. Richard Koszarek (DIN 00740800) ceased to be Directors of the Company with effect from August 7, 2024 and August 14, 2024.

DECLARATION FROM INDEPENDENT DIRECTORS

AUDIT COMMITTEE OF BOARD OF DIRECTORS

The Audit committee of the Board of directors of the Company consists of the following members

1. Mr. Jehangir H. C. Jehangir (upto 06.08.2024) Independent Director

2. Mr. Richard Koszarek (upto13.08.2024) Independent Director

3. Mr. Navroze S Marshall Independent Director

4. Mr. Sanjiv Bhasin Independent Director

5. Mr. S. C. Saran

Four meetings of the Audit committee were held during the financial year. The details of attendance of committee meetings is annexed to this report.

VIGIL MECHANISM

POLICY ON DIRECTORSâ APPOINTMENT AND REMUNERATION AND CRITERIA FOR INDEPENDENT DIRECTORS

We affirm that the remuneration paid to the directors is as per the terms laid out in the remuneration policy of the Company.

DIRECTORSâ RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

i. In the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

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

v. They have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;

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

ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The internal auditors also regularly reviews the adequacy of internal financial control system. DETAILS OF SUBSIDIARIES/ JOINT VENTURES/ ASSOCIATES

The Company is a subsidiary of XLO India Private Limited (formerly XLO India Limited). The Company does not have any subsidiary/ joint ventures/ associates.

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31,2024 is available on the Companyâs website on www.hhardys.com.

AUDITORS

SECRETARIAL AUDIT

The Secretarial Auditorsâ Report is annexed as Annexure I.

AUDITORSâ REPORT AND SECRETARIAL AUDITORSâ REPORT

The Auditorsâs report does not contain any qualifications, reservations or adverse remarks.

The observation made by the Auditors in their report is self explanatory.

During the year under review, there were no instances of fraud reported by the auditors, under Section 143(12) of the Companies Act, 2013 to the Audit Committee or the Board of Directors.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORBTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Information in accordance with Clause (m) of Sub-section (3) of Section 134 of the Act read with Companies (Accounts) Rules, 2014 is annexed to this report as Annexure II.

PARTICULARS OF EMPLOYEES

Pursuant to Section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the particulars of employees are annexed as Annexure III.

DEPOSITS FROM PUBLIC

The Company has not accepted any deposits from public.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORY/ JUDICIAL AUTHORITY

No significant or material orders were passed by any regulator or court that would impact the going concern status of the Company and its future operations.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The Company has not given any loans or guarantees or made investments during the year ended March 31,2024.

RISK MANAGEMENT POLICY

RELATED PARTY TRANSACTIONS

EVALUATION OF BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

An annual evaluation of the Boardâs own performance, Board committees and individual directors was carried out pursuant to the provisions of the Act in the following manner:


Sr. No.	Performance evaluation of :-	Performance evaluation performed by :	Criteria
1.	Each Individual director	Nomination and Remuneration Committee	Attendance, Contribution to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and guidance provided, key performance aspects in case of executive directors etc.
2.	Independent directors;	Entire Board of Directors excluding the director who is being evaluated	Attendance, Contribution to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution, and guidance provided etc
3.	Board, its committees and individual directors	All directors	Board composition and structure; effectiveness of Board processes, information and functioning, fulfilment of key responsibilities, performance of specific duties and obligations, timely flow of information etc.
			The assessment of committees based on the terms of reference of the committees and effectiveness of the meetings.

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

The Company has not received any complaint of sexual harassment during the financial year 2023-24.

The Company has complied with the provisions relating to constitution of Internal Complaints Committee under POSH Act.

SECRETARIAL STANDARDS

The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards and that such systems are adequate and operating effectively.

LISTING AGREEMENT AND LISTING FEES

The Company has paid the listing fees to BSE Limited for the year 2024-2025.

INSIDER TRADING REGULATIONS AND CODE OF DISCLOSURE

GREEN INITIATIVES

As a part of Green initiative and in compliance of MCA Circulars, the Annual Report 2023-2024 and Notice of the 42ndAnnual General Meeting of the Company are sent to all members whose email addresses are registered with the Company / Depository Participant(s).

Members who have not updated their email addresses with the Company may update their email addresses by writing to the Company or Companyâs Registrar & Share Transfer Agents, M/s Satellite Corporate Services Pvt. Ltd., Office No. A/106-107, Dattani Plaza, East West Compound, Andheri Kurla Road, Safed Pool, Sakinaka, Mumbai-400072. Members holding shares in dematerialised mode are requested to register/update their email addresses with the relevant Depository Participants.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The CSR Report, detailing the Companyâs CSR spend for FY 2023-2024 forming part of this Report, is furnished in Annexure V

MANAGEMENTâS DISCUSSION AND ANALYSIS

CORPORATE GOVERNANCE REPORT

As per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 Corporate Governance is not mandatory to the Company.

MAINTENANCE OF COST ACCOUNTING RECORDS

The company is not required to maintain cost records as specified under section 148(1) of the Companies Act, 2013.

ACKNOWLEDGEMENT

The directors thank the Companyâs employees, customers, vendors, investors and academic institutions for their continuous support.

The directors also thank the government of various countries, government of India, the governments of various states in India and concerned government departments/agencies for their co-operation.

The directors appreciate and value the contributions made by every member of the Hindustan Hardy family.

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the Thirty Third Annual Report together with the Statement of Accounts for the year ended on March 31,2015

FINANCIAL RESULTS:

During the year under review, net sales turnover was Rs. 5226.08 lacs as against Rs. 4850.36 lacs during the corresponding previous year. Weakness in the domestic market experienced during the previous financial year continued for the first 9 months of FY 14-15. However, the last 3 months witnessed an improvement in the domestic commercial vehicle market, a trend that is continuing for FY 15-16 as well. Export sales were weaker compared to the previous financial year; both in terms of absolute volume as well as realization from exports due to depreciation in the Euro. Export earnings were Rs. 1265.89 lacs as against Rs. 1862.24 lacs during the corresponding previous year. Loss after tax was Rs157.21 lacs as against Profit of Rs. 84.47 lacs for the previous year.

2014-2015 2013-2014

(Rs. in lakhs) (Rs. in lakhs)

Sales 5226.08 4850.36

PROFIT 119.99 342.99

Less:

Depreciation 244.56 84.74

Interest 89.08 100.67

PROFIT/(LOSS) BEFORE TAX (213.66) 157.58

Less: Provision for Taxation

Current Tax - 50.00

Deferred Tax (56.45) 23.11

PROFIT/(LOSS) AFTER TAX (157.21) 84.47

Surplus brought forward from Previous Year 372.99 355.77

PROFIT/(LOSS) AVAILABLE FOR APPROPRIATION 215.78 440.23

General Reserve - 15.00

Proposed Dividend - 44.95

Tax on Proposed Dividend - 7.29

Surplus Carried Forward 215.78 372.99

TRANSFER TO GENERAL RESERVES

In view of loss during the year, there was no transfer to General Reserve.

DIVIDEND

In view of the loss during the financial year 2014-2015, your directors do not recommend dividend on the equity shares of the Company for the financial year 2014-2015.

OUTLOOK

Certifications:

The Company has taken various steps to maintain/improve the quality systems which are in place for last several years.

The Surveillance Audit for ISO/TS 16949:2002 for Quality Management System was successfully completed during April 2015.

The Surveillance Audit for ISO 14001-2004 for Environmental Management System was successfully completed during June 2015.

Business:

Overseas Market: Considering the inputs received from overseas customers, the company is expecting an increase in exports of 5% and indirect exports of 10%.

Domestic Market:

OE - Based on the inputs received from the OE customers in India, we are expecting an increase between 10to 15% during the FinancialYear2015-16.

Industrial and Aftermarket: We are planning growth of a 5% minimum through development of additional Industrial customers and adding additional parts for the Aftermarket.

MATERIAL CHANGES AND COMMITMENTS AFTER THE END OF THE FINANCIAL YEAR:

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

NUMBER OF MEETINGS OF BOARD OF DIRECTORS

4 (Four) meetings of the Board of Directors of the Company were held during the year.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. S. C. Saran, Director of the Company, retires at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

Pursuant to the provisions of Section 149 of the Act, which came into effect from April 1, 2014, Mr. Shiamak Marshall, Mr. Jehangir H. C. Jehangir were appointed as Independent Directors at the Annual General Meeting of the Company held on August 7,2014.

Mr. A. R. Rajwade was reappointed as the Managing Director of the Company from May 17,2014 for a period of two years which was approved by the shareholders at the Annual General Meeting held on August 7, 2014. Pursuant to the provisions of Section 203 of the Act, which came into effect from April 1,2014, the appointments of Managing Director as key managerial personnel of the Company was formalised.

With a view to strengthen the Board and also to meet the regulatory requirements, Ms. Devaki Saran, & Mr. Richard Koszarek were appointed as Additional Directors of the Company with effect from August 14, 2014 and Mr. Sharad Jain was appointed as Additional Director of the Company with effect from November 5, 2014. The Board has also appointed Ms. Devaki Saran as an Executive Director and Chief Financial Officer of the Company with effect from August 14,2014 for a period of three years.

The resolutions seeking approval of the Members for the appointment of Ms. Devaki Saran, Mr. Richard Koszarek and Mr. Sharad Jain have been incorporated in the notice of the forthcoming annual general meeting of the Company along with brief details about them. The Company has received notices under Section 160 of the Act along with the requisite deposit proposing their appointment.

The necessary resolution for seeking approval of shareholders for the appointment of Mr. Richard Koszarek as an Independent director with effect from August 14,2014 has been incorporated in the notice of the forthcoming annual general meeting of the Company.

DECLARATION FROM INDEPENDENT DIRECTORS

Mr. Shiamak Marshall, Mr. Jehangir H. C. Jehangir and Mr. Richard Koszarek, who are independent directors, have submitted a declaration that each of them meets the criteria of independence as provided in sub Section (6) of Section 149 of the Act and there has been no change in the circumstances which may affect their status as independent director during the year. In the opinion of the Board, the independent directors possess appropriate balance of skills, experience and knowledge, as required.

AUDIT COMMITTEE OF BOARD OF DIRECTORS

The Audit committee of the Board of directors of the Company consists of the following members:

1. Mr. Shiamak Marshall

2. Mr. Jehangir H.C. Jehangir

3. Mr. S. C. Saran

VIGIL MECHANISM

The Company has formulated and published a Whistle Blower Policy to provide a mechanism ("Vigil Mechanism") for employees including directors of the Company to report genuine concerns. The provisions of this policy are in line with the provisions of the Section 177 (9) of the Act.

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND CRITERIA FOR INDEPENDENT DIRECTORS

The Remuneration Policy for directors and-senior management and the Criteria for selection of candidates for appointment as directors, independent directors, senior management as adopted by the Board of Directors are placed on the website of the Company and are annexed as Annexure I & II to this report.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

(I) in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

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

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

(iv) they have prepared the annual accounts on a going concern basis;

(v) they have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;

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

ADEQUACY OF INTERNAL FINANCIAL CONTROLS

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external consultants and the reviews performed by management and the relevant board committees, including the audit committee, the board is of the opinion that the Company's internal financial controls were adequate and effective during the financial year 2014-15.

The internal auditor also regularly reviews the adequacy of internal financial control system.

DETAILS OF SUBSIDIARIES/ JOINT VENTURES/ ASSOCIATES

The Company does not have any subsidiary/ joint ventures/ associates.

EXTRACT OF ANNUAL RETURN

As provided under sub Section (3) of Section 92 of the Act, the extract of annual return is enclosed, which forms part of the directors' report as Annexure III.

AUDITORS

M/s. J. L. Bhatt & Company, Chartered Accountants, the Auditors of the company who would retire at the ensuing Annual General Meeting offer themselves for reappointment. M/s. J. L. Bhatt & Company, Chartered Accountants, the existing auditors have furnished a certificate, confirming that if reappointed for the financial year 2015-2016 their reappointment will be in accordance with Section 139 read with section 141 of the Companies Act, 2013.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 and other applicable provisions, if any, of the Companies Act, 2013, M/s. Parikh & Associates, Practising Company Secretaries were appointed as the Secretarial Auditor for auditing the secretarial records of the Company for the financial year 2014-2015.

The Secretarial Auditors' Report is annexed as Annexure IV.

AUDITORS REPORT AND SECRETARIAL AUDITORS' REPORT

The auditor's' report does not contain any qualifications, reservations or adverse remarks.

As regards, secretarial auditors' observation, the company, is in the process of identifying and appointing a competent and experienced company secretary. Meanwhile, the company has engaged the professional services of practicing company secretaries and has taken care to comply with applicable provisions of the Companies Act, 2013.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORBTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Information in accordance with Clause (m) of Sub-section (3) of Section 134 of the Act read with Companies (Accounts) Rules, 2014 is annexed to this report as Annexure V.

PARTICULARS OF EMPLOYEES

The information required under Section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed as Annexure VI.

DEPOSITS FROM PUBLIC

The Company has not accepted any deposits from public,

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORY/ JUDICIAL AUTHORITY

There are no significant or material orders passed by any regulator or court that would impact the going concern status of the Company and its future operations.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The Company has not given any loans or guarantees or made investments in contravention of the provisions of the Section 186 of the Companies Act, 2013. The details of the loans and guarantees given and investments made by the Company are provided as under

Loans: Rs. NIL

Investments: Rs. NIL

Guarantees/securities.Rs. NIL

RISK MANAGEMENT POLICY

The Board of Directors of the Company has framed a risk management policy and is responsible for reviewing the risk management plan and ensuring its effectiveness. The audit committee has additional oversight in the area of financial risks and controls. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

RELATED PARTY TRANSACTIONS

Particulars of transactions with related parties pursuant to Section 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2,014 are given in Form AOC-2 and the same forms part of this report as Annexure VII.

EVALUATION OF BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

An annual evaluation of the Board own performance, Board committees and individual directors was carried out pursuant to the provisions of the Act in the following manner:

Sr. Performance Performance evaluation No. evaluation of performed by

1. Each Individual Nomination and directors Remuneration Committee

2. Independent Entire Board of directors; Directors excluding the director who is being evaluated

3. Board, its committees All directors and individual directors

Sr. Criteria No.

1. Attendance, Contribution to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and guidance provided, key performance aspects in case of executive directors etc.

2. Attendance, Contribution to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution, and guidance provided etc.

3. Board composition and structure; effectiveness of Board processes, information and functioning, performance of specific duties and obligations, timely flow of information etc. The assessment of committees based on the terms of reference of the committees

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

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

CORPORATE GOVERNANCE REPORT

As per SEBI circular no .CIR/CFD/POLICY CELL/7/2014 dated September 15, 2014 the revised clause 49 is not mandatory to the Company.

ACKNOWLEDGEMENT

The directors thank the Company's employees, customers, vendors, investors and academic institutions for their continuous support.

The directors also thank the government of various countries, government of India, the governments of various states in India and concerned government departments/agencies for their co-operation.

The directors appreciate and value the contributions made by every member of the Hindustan Hardy Spicer family.

For and on behalf of the Board Date : July,20, 2015 S. C.SARAN Place : Mumbai CHAIRMAN

Mar 31, 2014

THE MEMBERS

The Directors have pleasure in presenting the Thirty Second Annual Report together with the Statement of Accounts for the year ended on March 31, 2014

FINANCIAL RESULTS:

During the year under review, net sales turnover was Rs.4850.36 lacs as against Rs. 5516.03 lacs during the corresponding previous year. The reasons for this dip are the extremely recessionary trends in the automobile industry experienced during the year in review. However, the increase in exports was the bright spot in the net sales turnover. Export earnings were Rs. 1862.24 lacs as against Rs. 1614.74 lacs during the corresponding previous year. Profit after tax was Rs. 84.47 lacs as against Rs. 87.85 lacs for the previous year.

2013-2014 2012-2013 (Rs. in lakhs) (Rs. in lakhs)

Sales 4850.36 5516.03

PROFIT 342.99 307.95

Less: Depreciation 84.74 74.25

Interest 100.67 99.45

PROFIT BEFORE TAX 157.58 134.25

Less: Provision for Taxation

Current Tax 50.00 33.00

Deferred Tax 23.11 13.40

PROFIT AFTER TAX 84.47 87.85

Surplus brought forward from Previous Year 355.77 340.16

PROFIT AVAILABLE FOR APPROPRIATION 440.23 428.01

General Reserve 15.00 20.00

Proposed Dividend 44.95 44.95

Tax on Proposed Dividend 7.29 7.29

Surplus Carried Forward 372.99 355.77

DIVIDEND

The Board of Directors are pleased to recommend a dividend of 30% on 14,98,450 Equity Shares of Rs. 10/- each.

OUTLOOK

Certifications :

The Company has taken various steps to maintain/improve the quality systems which are in place for last several years.

The Surveillance Audit for ISO/TS 16949:2002 for Quality Management System was successfully completed during April 2014.

The Surveillance Audit for ISO 14001-2004 for Environmental Management System is scheduled in June 2014 and we are confident of its success.

Business :

Overseas Market : Considering the inputs received from overseas customers, the company is expecting an increase in exports/indirect exports for the Financial Year 2014-15 of 15%.

Domestic Market :

OE : Based on the inputs received from the OE customers in India, we are expecting an increase between 5 to 10% during the Financial Year 2014-15.

Industrial and Aftermarket: We are planning growth of a 5% minimum through development of additional Industrial customers and adding additional parts for the Aftermarket.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

a) CONSERVATION OF ENERGY

Various measures for conservation of energy at all levels have been taken by the Company.

b) TECHNOLOGY

Our technology had been imported from our Collaborators, Spicer Gelenkwellenbau GmbH, Germany in 1984. Since then upgradation has continued in consultation with various Agencies.

c) FOREIGN EXCHANGE EARNING AND OUTGO

Activities relating to exports, initiatives taken to increase exports and development of new export markets for products and services:

Presently, the company is supplying to various CNH plants in Europe and UK. The Company has approached the North America CNH locations and is discussing with them regarding possible exports of similar products to those locations which we are supplying to CNH Europe plants. The Company is also in talks with many other prospective clients for the development of various Propeller Shafts required by them

With the above initiatives, we are expecting growth in export by 10 to 15% during the year 2014-15.

FIXED DEPOSITS

The Company has not accepted any fixed deposits during the year.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors confirm that:

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

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

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

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

DIRECTORS

Mr. S. C. Saran, Director of the Company, retires at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

As per Section 149(4) of the Companies Act, 2013 (''Act''), which came in to effect from April 1, 2014, every listed public company is required to have at least one-third of the total number of directors as Independent Directors who shall hold office for a term upto five consecutive years on the Board of a company and is not liable to retire by rotation.

In accordance with the provisions of Section 149 of the Act, read with Schedule IV of the Act, the appointment of Mr. Shiamak Marshall and Mr. Jehangir H. C. Jehangir as Independent Directors of the Company is being placed before the Members at the ensuing annual general meeting for their approval. In the opinion of the Board, they fulfill the conditions specified in the Act and the Rules made thereunder for appointment as Independent directors and are independent of the management. Members are requested to refer to the Notice of the Annual General Meeting and the Explanatory Statement for details of the qualifications and experience of the Directors and the period of their appointment.

The Board commends the passing of resolutions at item nos. 6 & 7 of the Annual General Meeting Notice.

COMPLIANCE CERTIFICATE

A Compliance Certificate from a secretary in Whole-time Practice under section 383A of the Companies Act, 1956 in respect of the financial year ended on March 31, 2014 is attached hereto.

LISTING

The Equity Shares of the Company are listed at the BSE Limited. The company has paid the Annual Listing Fees to them for the year 2014-2015.

PARTICULARS OF EMPLOYEES

The Company does not have any employee whose particulars are required to be given pursuant to the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

AUDITORS

Statutory Auditors :

M/s. J. L. Bhatt & Company, Chartered Accountants, the Auditors of the company who would retire at the ensuing Annual General Meeting offer themselves for reappointment. M/s. J. L. Bhatt & Company, Chartered Accountants, the existing auditors have furnished a certificate, confirming that if reappointed for the financial year 2014-2015 their reappointment will be in accordance with Section 139 read with section 141 of the Companies Act, 2013.

You are requested to appoint Auditors and to fix their remuneration.

Cost Auditors :

M/s. CY & Associates, Cost Accountants have been appointed to conduct Cost Audits relating to the Cost accounting records of the Company for the year ending 31st March 2015. Pursuant to the provisions of Section 148 of the Companeis Act, 2013 and Rules made there under, Members are requested to consider the ratification of the remuneration payable to M/s CY & Associates.

INDUSTRIAL RELATIONS

The overall industrial relations in the Company have been cordial. Your Directors once again wish to place on record their appreciation for the contribution made by the employees at all levels to the continued growth and prosperity of the Company.

ACKNOWLEDGEMENT

Your directors wish to place on record, their appreciation for the continued support of the Customers, Financial Institutions, Bankers and Suppliers.

For and on behalf of the Board of Directors

Date : May 19, 2014 S. C. SARAN

Place: Mumbai CHAIRMAN

Mar 31, 2013

THE MEMBERS

The Directors have pleasure in presenting the Thirty First Annual Report together with the Statement of Accounts for the year ended on March 31,2013

FINANCIAL RESULTS:

During the year under review, net sales turnover was Rs.5516.03 lacs as against Rs. 5348.97 lacs during the corresponding previous year. Export earnings were Rs. 1614.74 lacs as against Rs. 1577.87 lacs during the corresponding previous year. Profit after tax was Rs. 87.85 lacs as against Rs. 147.33 lacs for the previous year.

2012-2013 2011-2012 (Rs. in lakhs) (Rs. in lakhs)

Sales 5516.03 5348.97

PROFIT 307.95 376.19

Less:

Depreciation 74.25 69.16

Interest 99.45 93.88

134.25 213.15

PROFIT BEFORE TAX 134.25 213.15

Less: Provision for Taxation

Current Tax 33.00 70.00

Deferred Tax 13.40 (4.18)

PROFIT AFTER TAX 87.85 147.33

Surplus brought forward from Previous Year 340.16 300.19

PROFIT AVAILABLE FOR APPROPRIATION 428.01 447.52

General Reserve 20.00 20.00

Proposed Dividend 44.95 74.92

Tax on Proposed Dividend 7.29 12.44

Surplus Carried Forward 355.77 340.16

DIVIDEND

The Board of Directors are pleased to recommend a dividend of 30% on 14,98,450 Equity Shares of Rs. 10/-each.

OUTLOOK

Certifications:

The Company has taken various steps to maintain/improve the quality systems which are in place for last several years.

Recertification Audit for ISO/TS 16949:2002 for Quality Management System was successfully completed during April 2013.

Recertification Audit for ISO 14001-2004 for Environmental Management System is scheduled in July 2013 and we are confident of its success.

Business:

Overseas Market : Considering inputs received from the overseas customers, the Company is expecting an increase in export/indirect export for the Financial Year 2013-14 by 8%.

Domestic Market:

OE : Based on inputs received from the OE customers, we are expecting increase between 5 to 10% during the Financial Year 2013-14.

Industrial and Aftermarket: We are planning growth of 5% minimum through development of additional Industrial customers and adding additional parts for the Aftermarket.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

a) CONSERVATION OF ENERGY

Various measures for conservation of energy at all levels have been taken by the Company.

b) TECHNOLOGY

Our technology had been imported from our Collaborators, Spicer Gelenkwellenbau GmbH, Germany in 1984. Since then upgradation has continued in consultation with various Agencies.

c) FOREIGN EXCHANGE EARNING AND OUTGO

The Foreign Exchange earnings and outgo are as under (Rs. in lacs)

1. Foreign Exchange Earnings 1614.74

2. Foreign Exchange Outgo on account of import 16.89

3. Foreign Exchange Outgo on account of travel 15.46

Total Foreign Exchange outgo 32.35

Net Foreign Exchange earnings 1582.39

FIXED DEPOSITS

The Company has not accepted any fixed deposits during the year. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors confirm that:

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

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

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

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

DIRECTORS

Your directors express their profound grief on the sad demise of Mr. K. H. Captain on January 26, 2013. Your directors place on record their appreciation of the valuable service and guidance given by him during the tenure of his directorship with the Company.

Mr. S. C. Saran, Director of the Company, retires at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

COMPLIANCE CERTIFICATE

A Compliance Certificate from a secretary in Whole-time Practice under section 383A of the Companies Act, 1956 in respect of the financial year ended on March 31,2013 is attached hereto.

LISTING

The Equity Shares of the Company are listed at the BSE Limited. The company has paid the Annual Listing Fees to them for the year 2013-2014.

PARTICULARS OF EMPLOYEES

The Company does not have any employee whose particulars are required to be given pursuant to the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

AUDITORS

Statutory Auditors :

M/s. J. L. Bhatt & Company, Chartered Accountants, the Auditors of the company who would retire at the ensuing Annual General Meeting offerthemselves for reappointment.

You are requested to appoint Auditors and to fix their remuneration.

Cost Auditors:

Pursuant to the directives of the Central Government under the provisions of Section 233B of the Companies Act, 1956 the Board has appointed M/s. CY & Associates, Cost Accountants as the Cost Auditors of the Company for Audit of Cost Accounting records of the Company for the year ended March 31,2013. They will continue to be Cost Auditors of the Company for the financial year 2013-14

INDUSTRIAL RELATIONS

A wage agreement has been settled with the Union in October 2012 which will be in force till 31st March 2016.

The overall industrial relations in the Company have been cordial. Your Directors once again wish to place on record their appreciation for the contribution made by the employees at all levels to the continued growth and prosperity of the Company.

ACKNOWLEDGEMENT

Your directors wish to place on record, their appreciation for the continued support of the Customers, Financial Institutions, Bankers and Suppliers.

For and on behalf of the Board of Directors

S C SARAN

Date: May 06, 2013 CHAIRMAN

Mar 31, 2012

The Directors have pleasure in presenting the Thirtieth Annual Report together with the Statement of Accounts for the year ended on March 31, 2012

FINANCIAL RESULTS

During the year under review, net sales turnover was Rs. 5348.97 lacs as against Rs.4654.16 lacs during the corresponding previous year. Export earnings were Rs.1577.87 lacs as against Rs.1223.75 lacs during the corresponding previous year. Profit after tax was Rs. 147.33 lacs as against Rs.54.54 lacs for the previous year.

2011-2012 2010-201 (Rs. in lakhs) (Rs. in lakhs)

SALES 5348.97 4654.16

PROFIT 3 376.19 207.25 Less: Depreciation 69.16 68.60 Interest 93.88 63.09

213.15 75.56

PROFIT BEFORE TAX 213.15 75.56 Less: Provision for Taxation Current Tax 70.00 24.00 Deferred Tax (4.18) (2.98)

PROFIT AFTER TAX 147.33 54.54 Surplus brought forward from Previous Year 300.19 304.08

PROFIT AVAILABLE FOR APPROPRIATION 447.52 358.61 General Reserve 20.00 6.00 Proposed Dividend 74.92 44.95 Tax on Proposed Dividend 12.44 7.47 Surplus Carried Forward 340.16 300.19

DIVIDEND

The Board of Directors are pleased to recommend a dividend of 50% on 14,98,450 Equity Shares of Rs. 10/- each.

OUTLOOK Certifications :

The Company has taken various steps to further improve the quality systems which are in place for the last several years.

Second Surveillance audit for ISO/TS 16949:2009 for Quality Management System and ISO 14001- 2004 for Environmental Management System have been completed successfully in June and July 2012 respectively.

Business :

Overseas Market : In spite of the international economic slowdown, the Company is expecting an increase in the export for the financial year 2012-13 by 8 to 10%. This is due to the development of additional customers from whom regular orders are expected during the second half of the financial year 2012-13.

Domestic Market : Based on the forecast given by our existing domestic customers, we expect a growth between 5 to 8% in the domestic market during the year 2012-13.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

a) CONSERVATION OF ENERGY

Various measures for conservation of energy at all levels have been taken by the Company.

b) TECHNOLOGY

Our technology had been imported from our collaborators, Spicer Gelenkwellenbau GmbH, Germany in 1984. Since then upgradation has continued in consultation with various Agencies.

c) FOREIGN EXCHANGE EARNING AND OUTGO

The Foreign Exchange earnings and outgo are as under (Rs. in lacs)

1. Foreign Exchange Earnings 1577.87

2. Foreign Exchange Outgo on account of import 17.31

3. Foreign Exchange Outgo on account of travel 5.08

4. Foreign Exchange Outgo on others 4.89

Total Foreign Exchange outgo 27.28

Net Foreign Exchange earnings 1550.59

FIXED DEPOSITS

The Company has not accepted any fixed deposits during the year.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors confirm that:

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

ii) they 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 of the Company for that period;

iii) they 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 of fraud and other irregularities;

iv) they had prepared the annual accounts on a going concern basis.

DIRECTORS

Mr. Shiamak Marshall, Director of the Company, retires at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

Mr. A.R. Rajwade was reappointed as the Managing Director of the Company for a further period of two years with effect from May 17, 2012. The said re-appointment is subject to the confirmation of the members of the Company. Your directors recommend the re-appointment of Mr. A.R. Rajwade as the Managing Director of the Company.

Information required in terms of Clause IV of Part 1 (B) of Section II of Part II of Schedule XIII pertaining to the remuneration package, service contract, notice period etc. has been provided in the Explanatory Statement to the Notice convening this Annual General Meeting.

COMPLIANCE CERTIFICATE

A Compliance Certificate from a secretary in Whole-time Practice under section 383A of the Companies Act, 1956 in respect of the financial year ended on March 31, 2012 is attached hereto.

LISTING

The Equity Shares of the Company are listed at the BSE Limited. The company has paid the Annual Listing Fees to them for the year 2012-2013.

PARTICULARS OF EMPLOYEES

The Company does not have any employee whose particulars are required to be given pursuant to the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

AUDITORS

M/s. J. L. Bhatt & Company, Chartered Accountants, the Auditors of the company who would retire at the ensuing Annual General Meeting offer themselves for reappointment.

You are requested to appoint Auditors and to fix their remuneration.

INDUSTRIAL RELATIONS

The overall industrial relations in the Company have been cordial. Your Directors once again wish to place on record their appreciation for the contribution made by the employees at all levels to the continued growth and prosperity of the Company.

ACKNOWLEDGEMENT

Your directors wish to place on record, their appreciation for the continued support of the Customers, Financial Institutions, Bankers and Suppliers. Your Directors also wish to record their appreciation for the valuable contribution made by the employees at all levels.

For and on behalf of the Board of Directors

S. C. SARAN Date : April 16, 2012 CHAIRMAN

Mar 31, 2011

The Directors have pleasure in presenting the Twenty Ninth Annual Report together with the Statement of Accounts for the year ended on March 31, 2011

FINANCIAL RESULTS:

During the year under review, net sales turnover was Rs.4653.25 lacs as against Rs. 3337.82 lacs during the corresponding previous year. Export earnings were Rs. 1223.75 lacs as against Rs. 718.25 lacs during the corresponding previous year. Profit after tax was Rs. 54.54 lacs as against Rs. 20.38 lacs for the previous year.

2010-11 2009-10

(Rs. in lakhs) (Rs. in lakhs)

SALES 4653.25 3337.82

PROFIT 207.25 144.45

Less:

Depreciation 68.60 73.47

Interest 63.09 52.59

75.56 18.39

Add: Prior Period Adjustment (Net) - 11.29

PROFIT BEFORE TAX 75.56 29.68

Less: Provision for Taxation

Current Tax 24.00 12.00

Deferred Tax (2.98) (2.70)

PROFIT AFTER TAX 54.54 20.38

Surplus brought forward from Previous

Year 304.08 302.25

PROFIT AVAILABLE FOR APPROPRIATION 358.61 322.63

General Reserve 6.00 1.00

Proposed Dividend 44.95 15.00

Tax on Proposed Dividend 7.47 2.55

Surplus Carried Forward 300.19 304.08

DIVIDEND

The Board of Directors are pleased to recommend a dividend of 30% on 14,98,450 Equity Shares of Rs. 10/-each.

OUTLOOK

Certifications:

The Company has taken various steps to maintain/improve the Quality Management Systems as per ISO/TS16949:2002 and Environmental Management Systems as per IS014001 -2004 which are in place for last several years.

The Surveillance Audit for ISO/TS 16949:2002 has been successfully completed on 13th May 2011.

Surveillance Audit for ISO 14001-2004 is scheduled in first week of July 2011.

Business:

Overseas Market : Because of improvement in the international market, we could export the goods worth Rs. 1223.75 lacs during^the financial year 2010-11. As against 35% growth expected as reported last year, we could achieve growth.of 70%.

Domestic Market : The domestic market was continuously growing and as against 25% expected growth, we could achieve growth of 40%.

We are planning for 20% growth in the export as well as domestic sales for the financial year 2011 -12. This growth is expected through business from the new customers developed by us /underdevelopment.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

a) CONSERVATION OF ENERGY

Various measures for conservation of energy at all levels have been taken by the Company.

Through various developments, we have been able to reduce the energy cost from 3.5% to 3.00% of sales, in spite of increase in the energy rates.

b) TECHNOLOGY

Our technology had been imported from our Collaborators, Spicer Gelenkwellenbau GmbH, Germany in 1984. Since then upgradation has continued in consultation with various Agencies. So as to improve the technology further, we have added various machines and established a full-fledged R&D cell.

FIXED DEPOSITS

The Company has not accepted any fixed deposits during the year.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors confirm that:

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

ii) they 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 of the Company for that period;

iii) they 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 of fraud and other irregularities;

iv) they had prepared the annual accounts on a going concern basis

DIRECTORS

Mr. Jehangir H. C. Jehangir and Mr. K. H. Captain, Directors of the Company, retire at the ensuing Annual General Meeting and being eligible offers themselves for re-appointment.

During the year Mr. Eric Paul Haag resigned as director of the company with effect from January 14, 2011. Your directors place on record its appreciation of the valuable service and guidance given by him during the tenure of his directorship with the Company.

COMPLIANCE CERTIFICATE

A Compliance Certificate from a secretary in Whole-time Practice under section 383A of the Companies Act, 1956 in respect of the financial year ended on March 31, 2011 is attached hereto.

LISTING

The Equity Shares of the Company are listed at the Bombay Stock Exchange Limited. The company has paid the Annual Listing Fees to them for the year 2011-2012.

PARTICULARS OF EMPLOYEES

The Company does not have any employee whose particulars are required to be given pursuant to the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

AUDITORS

M/s. J. L. Bhatt & Company, Chartered Accountants, the Auditors of the company who would retire at the ensuing Annual General Meeting offer themselves for reappointment.

You are requested to appoint Auditors and to fix their remuneration.

INDUSTRIAL RELATIONS

The overall industrial relations in the Company have been cordial. Your Directors once again wish to place on record their appreciation for the contribution made by the employees at all levels to the continued growth and prosperity of the Company.

ACKNOWLEDGEMENT

Your directors wish to place on record, their appreciation for the continued support of the Customers, Financial Institutions, Bankers and Suppliers. Your Directors also wish to record their appreciation for the valuable contribution made by the employees at all levels and the unstinting support of the collaborators.

For and on behalf of the Board of Directors

S. C. SARAN

CHAIRMAN

Place Mumbai

Date : May 23, 2011

Mar 31, 2010

The Directors have pleasure in presenting the Twenty Eighth Annual Report together with the Statement of Accounts for the year ended on March 31,2010

FINANCIAL RESULTS:

During the year under review, net sales turnover was Rs.3337.82 lacs as against Rs.2978.61 lacs during the corresponding previous year. Export earnings were Rs.718.25 lacs as against Rs.1373.20 lacs during the corresponding previous year. Profit after tax was Rs. 20.38 lacs as against Rs. 18.40 lacs for the previous year.

2009-10 2008-09 (Rs. in lacs) (Rs. in lacs)

SALES 3337.82 2978.61

PROFIT 144.45 142.59

Less: Depreciation 73.47 68.83

Interest 52.59 63.33

18.39 10.43

Add: Prior Period Adjustment (Net) 11.29 21.81

PROFIT BEFORE TAX 29.68 32.24

Less: Provision for Taxation

Current Tax 12.00 2.26

Fringe Benefit Tax 0.00 3.71

Deferred Tax (2.70) 7,87

PROFIT AFTER TAX 20.38 18.40

Surplus brought forward from Previous Year 302.25 301.90

PROFIT AVAILABLE FOR APPROPRIATION 322,63 320.30

General Reserve 1,00 0.50

Proposed Dividend 15.00 15.00

Tax on Proposed Dividend 2.55 2.55

Surplus Carried Forward 304.08 302.25

DIVIDEND

The Board of Directors are pleased to recommend a dividend of 10% on 14,98,450 Equity Shares of Rs. 10/-each.

OUTLOOK

Certifications:

The Company has taken various steps to maintain/improve the quality systems which are in place for last several years. Surveillance audit for ISO/TS16949:2002 for Quality Management System and IS014001-2004 for Environmental Management System successfully completed in June 2009 and August 2009 respectively.

Re-certification Audit for ISO/TS 16949:2002 is due in May 2010. Re-certification Audit for ISO 14001-2004 also is due in June 2010. We are reasonably confident to comply with the requirements.

The Company has received Certificate of Recognition for Export House from the Joint Director General of Foreign Trade, Government of India, Ministry of Commerce &. Industry for a period of five years effective from 1 st April 2009 to 31 st March 2014.

Business:

Overseas Market : Due to the international economicslow down, during 2009-10, we could export goods worth Rs. 718.25 Lacs. For the financial year 2010-11, we are expecting a growth of about 35%. We expect to achieve this through development of Double Cardan Shafts and new export customers.

Domestic Market: In view of the present situation which is slightly better as compared to the two quarters of the previous financial year, we expect to maintain a 25% growth in the domestic market during the year 2010-11..

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

a) CONSERVATION OF ENERGY

Various measures for conservation of energy at ail levels have been taken by the Company.

We are studying the possibility of use of Solar/Wind energy for certain applications, such as, Office Lighting, Street Lighting etc.

b) TECHNOLOGY

Our technology had been imported from our Collaborators, Spicer Galenkwellenbau GmbH, Germany in 1984. Since then upgradation has continued in

FIXED DEPOSITS

The Company has not accepted any fixed deposits during the year.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors confirm that:

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

ii) they 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 of the Company for that period;

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

iv) they had prepared the annual accounts on a going concern basis.

DIRECTORS

Mr. S. C. Saran and Mr. Shiamak Marshall, Directors of the Company, retire at the ensuing Annual General Meeting and being eligible offers themselves for re-appointment.

Mr. Phillip Rotman 11 resigned as director of the company with effect from 31 st May, 2009.

Mr. Eric Paul Haag was appointed as additional director of the company by the Board of Directors on July 30,2009. By virtue of Section 260 of the Companies Act, 1956, he holds office upto the date of the ensuing Annual General Meeting and is eligible for appointment.

FORFEITURE OF SHARES

During the year, the Company forfeited 1,550 Equity Shares of Rs. 10/- each.

AUDITORS OBSERVATIONS

The observations made by auditors in the AuditorsReport are self explanatory.

COMPLIANCE CERTIFICATE

A Compliance Certificate from a secretary in Whole-time Practice under section 383A of the Companies Act, 1956 in respect of the financial year ended on March 31,2010 is attached hereto.

LISTING

The Equity Shares of the Company are listed at the Bombay Stock Exchange Limited. The company has paid the Annual Listing Fees to them for the year 2010-2011.

PARTICULARS OF EMPLOYEES

Information as per Section 217(2A) of the Companies Act 1956 read with Companies (Particulars of Employees) Rule, 1975 and Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988, as amended from time to time and forming part of this Report is annexed.

AUDITORS

M/s. J. L. Bhatt & Company, Chartered Accountants, the Auditors of the company who would retire at the ensuing Annual General Meeting offer themselves for reappointment.

You are requested to appoint Auditors and to fix their remuneration.

INDUSTRIAL RELATIONS

The overall industrial relations in the Company have been cordial. Your Directors once again wish to place on record their appreciation for the contribution made by the employees at all levels to the continued growth and prosperity of the Company.

ACKNOWLEDGEMENT

Your directors wish to place on record, their appreciation for the continued support of the Customers, Financial Institutions, Bankers and Suppliers. Your Directors also wish to record their appreciation for the valuable contribution made by the employees at all levels and the unstinting support of the collaborators.

For and on behalf of the Board of Directors

Place Mumbai S.C.SARAN

Date : April 23,2010 CHAIRMAN

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