Directors Report of ITL Industries Ltd.

Mar 31, 2018

The Directors have pleasure in presenting the 30th Annual Report of the Company and the Audited statement of accounts for the year ended 31st March, 2018.

01. FINANCIAL RESULTS : (Amount in Rs.)

	Particulars	Financial year ended 31.03.2018	Financial year ended 31.03.2017
a)	Sales & Other Income	838292694	704211709
b)	Profit before interest, Depreciation & Tax	88804440	79729143
c)	Less : - Interest and Finance Charges	24478603	22752154
	- Depreciation	11415647	8755575
d)	Profit before Tax	64325836	48221414
e)	Less : Provision for Tax Current year	14000000	10000000
f)	Less : Deferred Tax Liabilities	-2042376	1370000
g)	Less : Income Tax earlier year	1067156	-549741
h)	Profit after Tax	51301056	37401155
i)	Profit brought forward from previous year	4703785	9181193
j)	Profit available for appropriations	56004841	46582348
k)	Transferred to General Reserve	50000000	40000000
l)	Proposed Dividend	1602150	1601600
m)	Provision for Dividend Distribution Tax	326161	277141
n)	Balance carried to Balance Sheet	4076531	4703607

02. DIVIDEND :

Your Directors are pleased to recommend Dividend at the rate of Rs. 0.50 Per share (previous year Rs. 0.50 per share) for the year ended 31st March, 2018 subject to approval of the members in the ensuing Annual General Meeting.

03. OPERATIONS :

During the year under review, the sales & other Income of Company increased from Rs. 7042.12 Lacs to Rs. 8382.93 Lacs showing a growth of 19.04% & profit after Tax of the Company for the year under review has increased from Rs. 374.01 lacs to Rs. 513.01 Lacs showing a growth of 37.17%.

04. FUTURE OUTLOOK :

The growth outlook for the Indian economy in the near term remains positive on account of inter-alia, the following factors: (a) expectations that the industrial sector would remain buoyant; (b) increase in corporate sales and profitability; (c) pick-up in order books and capacity utilization as per different survey results; (d) turnaround in exports with improving global conditions; (e) pick-up in lead services indicators for transportation, telecommunication and construction and; (f) revival in credit demand from the private sector.

05. DIRECTORS :

Shri Manohar Singh Jain, retire by rotation and being eligible, offers himself for re-appointment.

The Board of Director’s at their meeting held on August 13, 2018 had approved the re-appointment of Shri Rajnedra Singh Jain (DIN 00256515) as a Managing Director for a period of three years w.e.f. February 01,2019, subject to shareholder approval.

The Board of Director’s at their meeting held on August 13, 2018 had approved the re-appointment of Shri Mahendra Singh Jain (DIN 00256047) as a Joint Managing Director for a period of three years w.e.f. February 01,2019, subject to shareholder approval.

06. DIRECTORS’ RESPONSIBILITYSTATEMENT :

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) ofthe Companies Act, 2013:

a) that in the preparation of the annual financial statements for the year ended March 31, 2018, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) that such accounting policies as mentioned in Notes to the Financial Statements have been selected and applied consistently and judgement and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2018 and of the profit of the Company for the year ended on that date;

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

d) that the annual financial statements have been prepared on a going concern basis;

e) that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.

f) that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

07. PUBLIC DEPOSIT:

During the year under review, your company has neither invited nor accepted any deposit under the provisions of Section 73 ofthe Companies Act, 2013 and rules

08. AUDITORS :

08.1 - STATUTORY AUDITORS

The Auditors M/s Mahendra Badjatya & Co. Chartered Accountants, (ICAI FRN 001457C) have been appointed as statutory auditors ofthe company at the last Annual General Meeting held on 28.09.2017 for a period of five years subject to ratification by members at every consequent Annual General Meeting. Therefore, ratification of appointment of Statutory Auditors is being sought from the members ofthe Company at the ensuing AGM.

08.2 - SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Raju Chandra Pal, Practicing Company Secretary (CP No.:14771 & ACS:24927),to undertake the secretarial audit of the company. The Secretarial Audit Report is given in the Annexure forming part of this report.

08.3 - INTERNAL AUDITORS

Mrs. Pratibha Kothari, Chartered Accountants performs the duties of internal auditors of the company and their report is reviewed by the audit committee from time to time.

09. TRANSFER OF SHARES AND DIVIDEND AMOUNT TO IEPF:

Pursuant to the provisions of the Companies Act, 2013 read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (“the Rules”) notified by the Ministry of Corporate Affairs, the unclaimed and unpaid dividends amount for the year 2010-11 is required to be transferred to IEPF in the due date as specified in the Notice of the AGM and shares of the respective shares on which no dividend is claimed for a consecutive 7 years will also be transferred to IEPF Authority as per the requirement of the IEPF rules on due date. During the financial year 2017-18, The Company has Transfer 83265 (Eighty Three Thousands Two Hundred Sixty Five) Equity Shares to Investors Education and Protection Fund (IEPF) related to the concerned shareholders have not claimed dividend for a period of 7 consecutive years.

10. SHARE CAPITAL:

The paid up Equity Share Capital as on 31st March, 2018 was Rs. 3,20,43,000 divided into 3204300 equity shares of Rs. 10/- each. During the year the Company has forfeited 93000 (Ninety Three Thousand) partly paid up Equity Share of face value of Rs. 10 each on which total Rs. 423507 remains unpaid on account of Share Capital account due to failure to pay the balance amount of allotment money due, in the Board Meeting held on 11.09.2017 and the same has been approved by the BSE letter dated 10.01.2018.Your company do not hold any instruments convertible into the equity shares of the Company.

11. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE :

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014 is given in the Annexure forming part of this report.

12. INDUSTRIAL RELATIONS :

Industrial relations of the Company remained cordial during the year.

13. SUBSIDIARY COMPANY:

M/s. M.M. Metals Pvt. Ltd. is subsidiary of your Company. The business operations of the said companies have not been commenced.

The Statement pursuant to the Companies Act, 2013, in respect of the Subsidiary Company is separately annexed and forms part of the Annual Report.

14. RELATED PARTY TRANSACTIONS :

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

15. CORPORATE SOCIAL RESPONSIBILITY (CSR) :

During the year under review, your Company having profit before tax of Rs. 6.43 Crores and as per provisions of Section135 of the Companies Act, 2013, every company having net worth of rupees five hundred Crore or more or turnover of rupees one thousand crore or more or a net Profit of rupees five crore or more during any financial year shall constitute a Corporate Social Responsibility Committee of the Board consisting of three or more directors out of which at least one director shall be an independent director;

Accordingly Board has constituted Corporate Social Responsibility Committee in its meeting held on 13 August,2018 comprising following members:-

1. Shri Rajendra Singh Jain - Chairman

2. Shri Mahendra Singh Jain - Member

3. Dr. Pratima Jain - Member

The role of the committee is to formulate and recommend a CSR policy to the Board, to recommend expenditure to be incurred on CSR activities, to monitor The CSR Policy of the Company From time to time and to institute a transparent monitoring mechanism for implementation of the CSR projects or programs or activities undertaken by the Company. Further expenses towards CSR activities will be done in current financial year and will be review time to time.

The Company’s CSR Policy lays out the vision, objectives and implementation mechanisms. The Company’s CSR policy is available on the Company’s website at www.itl.co.in The Company’s CSR activities have traditionally focused on education, skill development, health, environment and promoting sustainable practice

16. REMUNERATION POLICY/DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEE :

In accordance with section 178 and other applicable provisions if any, of the Companies Act 2013 read with the rules issued under there, the Board of Directors formulated the Nomination and Remuneration Policy of your Company ion the recommendations of the Nomination and Remuneration Committee. Details of Policy covering these Requirements have disclosed in Corporate Governance Report.

During the year none of the employee of the company is drawing more than 60,00,000/- per annum or Rs. 5,00,000/- per month for the part of the year, therefore Particulars of the employee as require under section 197 of the Companies Act 2013 read with rule 5(2) & 5 (2) ofthe Companies (appointment and remuneration) Rule 2014 are not applicable.

17. REPORT ON MANAGEMENT DISCUSSION ANALYSIS REPORTS ON CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION A NALYSIS :

Pursuant to Regulation 34(2)(e) of the SEBI (Listing Obligation and Disclosure Requirement) Regulation 2015, a spate titled “Report on Corporate Governance and Management Discussion and Analysis” forms part of this Annual Report.

Certificate confirming compliance with conditions of Corporate Governance as stipulated under Regulation 34(2)(e) of the SEBI (Listing Obligation and Disclosure Requirement) Regulation 2015, also forms parts of this Annual Report.

18. DISCLOSURE ON ESTABLISHMENT OF A VIGIL MECHANISM/WHITLE BLOWER POLICY :

The Company has a whistle blower policy to report genuine concerns or grievances. The details of establishment of the reporting mechanism are disclosed on the Company’s website i.e. www.itl.co.in.

19. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY :

There are no significant and/or material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of the Company.

20. CODE OF CONDUCT :

The Company laid down a code of conduct for all Board Members and Senior Management and Independent Directors of the Company. All the Board Members including Independent Directors and Senior Management Personnel have affirmed compliance with the Code of Conduct. Declaration on adherence to the code of Conduct is forming part of the Corporate Governance Report.

21. STATEMENT INDICATING DEVLOPMENT & IMPLEMENTATION OF RISK MANAGEMNT POLICY :

The Board of Directors has adopted Risk Management Policy for the Company which provides for identification, assessment and control of risks which in the opinion of the Board may threaten the existence of the Company. The Management identifies and controls risks through a properly defined framework in terms of the aforesaid policy. The code of conduct disclosed on the Company’s website i.e. www.itl.co.in.

22. SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVANTION PROHIBITION & REDRESSAL) ACT, 2013 :

The Company has in place and Anti Sexual Harassment Policy in line with requirements of the Sexual Harassment of the Women at Workplace (Prevention Prohibition and Redressal) Act 2013. An Internal Complaints Committee (ICC) has been setup to redress the Complaints received regarding sexual harassment. There was no case of sexual harassment reported during the year under review.

23. PREVANTION OF INSDER TRADING :

In view of the SEBI (Prohibition of Insider Trading) Regulation 2015 the Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company.

The code requires Trading Plan, pre clearance for dealing in the Company’s shares and prohibits the purchase or sale of Company’ shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading window is closed.

24. EXTRACT OF ANNUAL RETURN :

The details forming part of the extract of the Annual Return of the Company in form MGT-9 is given in the Annexure forming part of this report.

25. CONSOLIDATED FINANCIAL STATEMENTS:

The Directors also present the audited consolidated financial statements incorporating the duly audited financial statements of the subsidiary, viz M/s. M.M. Metals Pvt. Ltd. And consolidating the financial information’s of associates on equity method as prepared in compliance with the accounting standards and listing agreement.

26. ACKNOWLEDGEMENT:

We wish to acknowledge the understanding & support and the services of the workers, staff and executives of the Company, who have largely contributed to the efficient operations & management ofthe operations of the Company.

Your Directors also wish to place on record the valuable co-operation & support received from the Bankers and Financial Institutions.

We would also like to express thanks to our Shareholders for their confidence and understanding.

For and on behalf of the Board

Rajendra Singh Jain Mahendra Singh Jain

Managing Director Joint Managing Director

DIN:00256515 DIN:00256047

Place: Indore

Dated: 13/08/2018

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Mar 31, 2015

The Directors have pleasure in presenting the 27th Annual Report of the Company and the Audited statement of accounts for the year ended 31st March, 2015.

01. FINANCIAL RESULTS : (Amount in Rs.)

Financial Financial year ended year ended 31.03.2015 31.03.2014

a) Sales & Other Income 605739761 459650180

b) Profit before interest, Depreciation & Tax 58799187 49168557

c) Less : - Interest and Finance Charges 23232960 22747464

- Depreciation 9419733 9710616

d) Profit before Tax 26146494 16864988

e) Less : Provision for Tax Current year 4500000 5500000

f) Less : Deferred Tax Liabilities -1530000 110000

g) Less : Income Tax earlier year 239734 -124105

h) Profit after Tax 22936760 11379093

i) Profit brought forward from previous year -938886 4057522

j) Profit available for appropriations 21997874 15436616

k) Transferred to General Reserve 10765000 10000000

l) Proposed Dividend 1601600 1601600

m) Provision for Dividend Distribution Tax 320225 272192

n) Balance carried to Balance Sheet 9311049 3562824

02. DIVIDEND :

Your Directors are pleased to recommend Dividend at the rate of Rs. 0.50 Per share (previous year Rs. 0.50 per share) for the year ended 31st March, 2015 subject to approval of the members in the ensuing Annual General Meeting.

03. OPERATIONS :

During the year under review, the sales & other Income of Company increased from Rs. 4596.50 lacs to Rs. 6057.40 Lacs showing a growth of 32% & profit after Tax of the Company for the year under review has also increased from Rs. 113.79 lacs to Rs. 229.37 lacs also showing a growth of 101.57%.

04. FUTURE OUTLOOK :

The growth outlook for the Indian economy in the near term remains positive on account of inter-alia, the following factors: (a) expectations that the industrial sector would remain buoyant; (b) increase in corporate sales and profitability; (c) pick-up in order books and capacity utilization as per different survey results; (d) turnaround in exports with improving global conditions; (e) pick-up in lead services indicators for transportation, telecommunication and construction and; (f) revival in credit demand from the private sector.

05. DIRECTORS :

- Shri Manohar Singh Jain, retire by rotation and being eligible, offers himself for re-appointment.

- The Board of Directors' at their meeting held on Aug 14, 2015 had approved the re-appointment of Shri Rajendra Singh Jain (DIN-00256515) as a Managing Director for a period of three years w.e.f. Feb. 01, 2016 subject to shareholder approval.

- The Board of Directors' at their meeting held on Aug 14, 2015 had approved the re-appointment of Shri Mahendra Singh Jain (DIN-00256047) as a Joint Managing Director for a period of three years w.e.f. Feb. 01, 2016 subject to shareholder approval.

06. DIRECTORS' RESPONSIBILITY STATEMENT :

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3) (C) of the Companies Act, 2013:

a) that in the preparation of the annual financial statements for the year ended March 31, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) that such accounting policies as mentioned in Notes to the Financial Statements have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2015 and of the profit of the Company for the year ended on that date;

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

d) that the annual financial statements have been prepared on a going concern basis;

e) that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.

f) that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

07. PUBLIC DEPOSIT:

During the year under review, your company has neither invited nor accepted any deposit under the provisions of Section 73 of the Companies Act, 2013 and rules made there under.

08. AUDITORS :

08.1 - STATUTORY AUDITORS

The Auditors M/s. Mahaveer M. Jain & Company, Chartered Accountants, Indore have been appointed as statutory auditors of the company at the last Annual General Meeting held on 27.09.2014 for a period of three years subject to ratification by members at every consequent Annual General Meeting. Therefore, ratification of appointment of Statutory Auditors is being sought from the members of the Company at the ensuing AGM.

08.2 - SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Isha Garg, Practicing Company Secretary (CP No.:12184 ACS:32998),to undertake the secretarial audit of the company. The Secretarial Audit Report is given in the Annexure forming part of this report.

08.3 - INTERNAL AUDITORS

Mrs. Pratibha Kothari, Chartered Accountant performs the duties of internal auditors of the company and their report is reviewed by the audit committee from time to time.

9. TRANSFER OF AMOUNT TO INVESTOR EDUCATION AND PROTECTION FUND :

Pursuant to the provisions of section 125(1) of the Companies Act 2013, relevant amounts which remained unpaid or unclaimed for a period of 7 years have been transferred by the company to the investor education and protection fund.

10. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE :

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014 is given in the Annexure forming part of this report.

11. INDUSTRIAL RELATIONS :

Industrial relations of the Company remained cordial during the year.

12. SUBSIDIARY COMPANY:

M/s. M.M. Metals Pvt. Ltd. is subsidiary of your Company. The business operations of the said company have not been commenced.

The Statement pursuant to the Companies Act, 2013, in respect of the Subsidiary Company is separately annexed and forms part of the Annual Report.

M/s. Dimart Engineering Pvt. Ltd. is no more subsidiary of your Company.

13. RELATED PARTY TRANSACTIONS :

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

14. CORPORATE SOCIAL RESPONSIBILITY (CSR) POLICY :

Provisions of section 135 of the Companies Act, 2013 does not apply to the Company, therefore Company has not constituted Corporate Social responsibility (CSR) committee as required under the Act.

15. REMUNERATION POLICY / DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES:

In accordance with Section 178 and other applicable provisions if any, of the Companies Act, 2013 read with the Rules issued there under and Clause 49 of the Listing Agreement, the Board of Directors formulated the Nomination and Remuneration Policy of your Company on the recommendations of the Nomination and Remuneration Committee. Details of policy covering these requirements has disclosed in corporate governance report.

During the year none of the employee of the company is drawing more than Rs.60,00,000/- per annum or Rs.5,00,000/- per month for the part of the year, therefore Particulars of the employees as required under Section 197 of Companies Act, 2013 read with rule 5 (2) & rule 5 (3) of Companies (appointment and remuneration) Rules 2014 are not applicable.

16. REPORTS ON MANAGEMENT DISCUSSION ANALYSIS REPORTS ON CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION ANALYSIS

Pursuant to clause 49 of the listing agreement with stock exchanges, a separate section titled " Report on Corporate governance and Management discussion and Analysis forms part of this Annual Report.

Certificate confirming compliance with the conditions of Corporate Governance as stipulated under clause 49 of the Listing Agreement also forms parts of this Annual Report.

17. DISCLOSURE ON ESTABLISHMENT OF A VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has a whistle blower policy to report genuine concerns or grievances. The details of establishment of the reporting mechanism are disclosed on the website of the Company www.itl.co.in.

18. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY.

There are no significant and/or material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of the Company.

19. CODE OF CONDUCT

The Company has laid down a code of conduct for all Board members and senior management and independent directors of the Company. All the Board members including independent directors and senior management personnel have affirmed compliance with the code of conduct. Declaration on adherence to the code of conduct is forming part of the Corporate governance Report.

20. STATEMENT INDICATING DEVELOPMENT & IMPLEMENTATION OF RISK MANAGEMENT POLICY:

The Board of Directors has adopted risk management policy for the Company which provides for identification, assessment and control of risks which in the opinion of the Board may threaten the existence of the Company. The Management identifies and controls risks through a properly defined framework in terms of the aforesaid policy. The code of conduct disclosed on the website of the Company www.itl.co.in.

21. SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & 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. An Internal Complaints Committee (ICC) has been set up to redress the Complaint received regarding sexual harassment. There was no case of sexual harassment reported during the year under review.

22. PREVENTION OF INSIDER TRADING

In view of the SEBI (Prohibition of Insider Trading) Regulation, 2015 the Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company.

The Code requires Trading Plan, pre-clearance for dealing in the Company's shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed.

23. EXTRACT OF ANNUAL RETURN :

The details forming part of the extract of the Annual Return in Form MGT-9 is given in the Annexure forming part of this report.

24. CONSOLIDATED FINANCIAL STATEMENTS :

The Directors also present the audited consolidated financial statements incorporating the duly audited financial statements of the subsidiary, viz M/s. M.M. Metals Pvt. Ltd. and as prepared in compliance with the accounting standards and listing agreement.

25. ACKNOWLEDGMENT:

We wish to acknowledge the understanding & support and the services of the workers, staff and executives of the Company, who have largely contributed to the efficient operations & management of the operations of the Company. Your Directors also wish to place on record the valuable co-operation & support received from the Bankers and Financial Institutions.

We would also like to express thanks to our Shareholders for their confidence and understanding.

For and On behalf of the Board

Place : Indore Rajendra Singh Jain

Date : 14.08.2015 (Managing Director)

DIN:00256515

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Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the 26th Annual Report of the Company and the Audited statement of accounts for the year ended 31st March, 2014.

01. FINANCIAL RESULTS :

(Amount in '')

Financial Financial year ended year ended 31.03.2014 31.03.2013

a) Sales & Other Income 459650180 483226083

b) Profit before interest, Depreciation & Tax 49323068 55242781

c) Less:-Interest and Finance Charges 22747464 20922561

- Depreciation 9710616 9617905

d) Profit before Tax 16864988 24702316

e) Less : Provision for Tax Current year 5500000 8200000

f) Less : Deferred Tax Liabilities / (Assets) 110000 -115000

g) Less : Income Tax earlier year -124105 -539783

h) Profit after Tax 11379093 17157099

i) Profit brought forward from previous year 4057522 3774215

j) Profit available for appropriations 15436615 20931314

k) Transferred to General Reserve 10000000 15000000

l) Proposed Dividend 1601600 1601600

m) Provision for Dividend Distribution Tax 272192 272192

n) Balance carried to Balance Sheet 3562823 4057522

02. DIVIDEND :

Your Directors are pleased to recommend Dividend at the rate of Rs. 0.50 per share (previous year Rs. 0.50 per share) for the year ended 31st March, 2014 subject to approval of the members in the ensuing Annual General Meeting.

03. OPERATIONS :

During the year under review, the sales & other Income of Company decreased from Rs. 4832.26 lacs to Rs. 4596.50 lacs slightly due to overall recession in the market & due to above, profit after Tax of the Company for the year under review has also decreased slightly from Rs. 171.57 lacs to Rs. 113.19 lacs.

04. FUTURE OUTLOOK :

The growth outlook for the Indian economy in the near term remains positive on account of inter-alia, the following factors: (a) expectations that the industrial sector would remain buoyant; (b) increase in corporate sales and profitability;

(c) pick-up in order books and capacity utilization as per different survey results; (d) turnaround in exports with improving global conditions; (e) pick-up in lead services indicators for transportation, telecommunication and construction and; (f) revival in credit demand from the private sector.

05. DIRECTORS :

Shri Manohar Singh Jain, retire by rotation and being eligible, offers himself for re-appointment.

06. DIRECTORS'' RESPONSIBILITY STATEMENT :

As stipulated in section 217 (2AA) ofCompanies Act,1956, your Directors subscribe to the "Directors'' Responsibility Statement" and confirm as under :

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

ii) that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year 2013-14 and of the profit of the Company for that period;

iii) that the Directors have taken proper and sufficient care ofthe maintenance of adequate accounting records in accordance with the provision of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

iv) that the Directors have prepared the annual accounts on going concern basis.

07. PUBLIC DEPOSIT :

During the year under review, your company has neither invited nor accepted any deposit under the provisions of Section 58-A of the Companies Act, 1956 and rules made there under.

08. PERSONNEL :

No employee is in receipt of remuneration exceeding the limits set out under section 217 (2A) of the Companies Act, 1956

09. AUDITORS :

The Auditors M/s. Mahaveer M. Jain & Company, Chartered Accountants, Indore shall cease to hold office at the end of the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

10. CORPORATE GOVERNANCE :

Your Company has taken adequate steps to ensure that all mandatory provisions of "Corporate Governance" as provided in the Listing Agreement ofthe Stock Exchanges with whom the Company''s shares are listed, are duly complied with. A detailed report on Corporate Governance and a certificate from the Auditor of the Company regarding Compliance of conditions of Corporate Governance as required under Clause 49 of the Listing agreement is attached to this report .

11. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE :

Information in accordance with the provisions of Section 217 (1)(e) ofthe Companies Act, 1956 read with the Companies (Disclosures of Particulars in the Report of Board of Director) Rules, 1988 is given in the Annexure forming part of this report.

12. INDUSTRIALRELATIONS :

Industrial relations of the Company remained cordial during the year.

13. SUBSIDIARYCOMPANY:

M/s. Dimart Engineering Pvt. Ltd. and M/s. M.M. Metals Pvt. Ltd. are subsidiaries of your Companies. The Planned projects of the said companies have not been commenced.

The Statement pursuant to Sector 212 ofthe Companies Act, 1956, in respect of the Subsidiary Company is separately annexed and forms part of the Annual Report.

14. CONSOLIDATED FINANCIALSTATEMENTS :

The Directors also present the audited consolidated financial statements incorporating the duly audited financial statements of the subsidiaries, viz M/s. Dimart Engineering Pvt. Ltd. and M/s. M.M. Metals Pvt. Ltd. and as prepared in compliance with the accounting standards and listing agreement.

15. ACKNOWLEDGEMENT:

We wish to acknowledge the understanding & support and the services of the workers, staff and executives of the Company, who have largely contributed to the efficient operations & management of the operations of the Company.

Your Directors also wish to place on record the valuable co-operation & support received from the Bankers and Financial Institutions.

We would also like to express thanks to our Shareholders for their confidence and understanding.

For and On behalf of the Board

Place : Indore Rajendra Singh Jain

Date : 13.08.2014 (Managing Director)

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Mar 31, 2013

The Directors have pleasure in presenting the 25th Annual Report of the Company and the Audited statement of accounts for the year ended 31st March, 2013.

01. FINANCIAL RESULTS :

(Amount in Rs.)

Financial Financial year ended year ended 31.03.2013 31.03.2012

a) Sales & Other Income 483226083 498383137

b) Profit before interest, Depreciation & Tax 55242781 57567582

c) Less : - Interest and Finance Charges 20922561 14781868

- Depreciation 9617905 8574334

d) Profit before Tax 24702316 34211380

e) Less : Provision for Tax Current year 8200000 11500000

f) Less : Deferred Tax Liabilities / (Assets) -115000 1539534

g) Less : Income Tax earlier year - 539783 728145

h) Profit after Tax 17157099 20443701

i) Profit brought forward from previous year 3774215 2053353

j) Profit available for appropriations 20931314 22497054

k) Transferred to General Reserve 15000000 15000000

l) Proposed Dividend 1601600 3203200

m Provision for Dividend Distribution Tax 272192 519639

n) Balance carried to Balance Sheet 4057522 3774215

02. DIVIDEND :

Your Directors are pleased to recommend Dividend at the rate of Rs. 0.50 Per share (previous year Rs. 1/- per share) for the year ended 31st March, 2013 subject to approval of the members in the ensuing Annual General Meeting .

03. OPERATIONS :

During the year under review, the sales & other Income of Company decreased from Rs. 4983.83 lacs to Rs. 4832.26 lacs slightly due to overall recession in the market & due to above, profit after Tax of the Company for the year under review has also decreased slightly from Rs. 204.44 lacs to 171.57 lacs.

04. FUTURE OUTLOOK :

The growth outlook for the Indian economy in the near term remains positive on account of inter-alia, the following factors: (a) expectations that the industrial sector would remain buoyant; (b) increase in corporate sales and profitability; (c) pick-up in order books and capacity utilization as per different survey results; (d) turnaround in exports with improving global conditions; (e) pick-up in lead services indicators for transportation, telecommunication and construction and;(f) revival in credit demand from the private sector.

05. DIRECTORS :

Shri Dinesh Jain and Dr. S.K. Kapoor, retire by rotation and being eligible, offers themselves for re-appointment.

06. DIRECTORS'' RESPONSIBILITY STATEMENT :

As stipulated in section 217 (2AA) of Companies Act,1956, your Directors subscribe to the "Directors'' Responsibility Statement" and confirm as under :

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

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

iii) that the Directors have taken proper and sufficient care of the maintenance of adequate accounting records in accordance with the provision of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

iv) that the Directors have prepared the annual accounts on going concern basis.

07. PUBLIC DEPOSIT :

During the year under review, your company has neither invited nor accepted any deposit under the provisions of Section 58-A of the Companies Act, 1956 and rules made there under.

08. PERSONNEL :

No employee is in receipt of remuneration exceeding the limits set out under section 217 (2A) of the Companies Act, 1956.

09. AUDITORS :

The Auditors M/s. Mahaveer M. Jain & Company, Chartered Accountants, Indore shall cease to hold office at the end of the ensuing Annual General Meeting and being eligible offers themselves for re-appointment.

10. CORPORATE GOVERNANCE :

Your Company has taken adequate steps to ensure that all mandatory provisions of "Corporate Governance" as provided in the Listing Agreement of the Stock Exchanges with whom the Company''s shares are listed, are duly complied with. A Detailed report on Corporate Governance and a certificate from the Auditor of the Company regarding Compliance of conditions of Corporate Governance as required under Clause 49 of the Listing agreement is attached to this report .

11. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE :

Information in accordance with the provisions of Section 217 (1)(e) of the Companies Act, 1956 read with the Companies (Disclosures of Particulars in the Report of Board of Director) Rules, 1988 is given in the Annexure forming part of this report.

12. INDUSTRIAL RELATIONS :

Industrial relations of the Company remained cordial during the year.

13. SUBSIDIARY COMPANY :

M/s. Dimart Engineering Pvt. Ltd. and M/s. M.M. Metals Pvt. Ltd. are subsidiaries of your Companies. The business operations of the said companies have not been commenced.

The Statement pursuant to Sector 212 of the Companies Act, 1956, in respect of the Subsidiary Company is separately annexed and forms part of the Annual Report.

14. CONSOLIDATED FINANCIAL STATEMENTS :

The Directors also present the audited consolidated financial statements incorporating the duly audited financial statements of the subsidiaries, viz M/s. Dimart Engineering Pvt. Ltd. and M/s. M.M. Metals Pvt. Ltd. and as prepared in compliance with the accounting standards and listing agreement.

15 ACKNOWLEDGEMENT :

We wish to acknowledge the understanding & support and the services of he workers, staff and executives of the Company, who have largely contributed to the efficient operations & management of the operations of the Company.

Your Directors also wish to place on record the valuable co-operation & support received from the Bankers and Financial Institutions.

We would also like to express thanks to our Shareholders for their confidence and understanding.

Regd Office For and On behalf of the Board

111, Sector-B

Sanwer Road, Industrial Area

INDORE-452015 (M.P.) RAJENDRA SINGH JAIN

DATED : 30/05/2013 (MANAGING DIRECTOR)

---

Mar 31, 2012

The Directors have pleasure in presenting the 24th Annual Report of the Company and the Audited statement of accounts for the year ended 31st March, 2012.

01. FINANCIAL RESULTS:

(Amount in Rs.)

Financial Financial year ended year ended 31.03.2012 31.03.2011

a] Sales & Other Income 498383137 535572461

b) Profit before interest, Depreciation & Tax 57570788 55501577

c) Less: - Interest and Finance Charges 14785074 11172831 Depreciation 8574334 7686261

d) Profit before Tax 34211380 36642485

e) Less : Provision for Tax Current year 11500000 12000000

f) Less : Deferred Tax Liabilities 1539534 500000

g) Less : Income Tax earlier year 728145 2468360

h) Profit after Tax 20443701 21674125

i) Profit brought forward from previous year 2053353 4114439

j) Profit available for appropriations 22497054 25788564

k) Transferred to General Reserve 15000000 20000000

I) Proposed Dividend 3203200 3203200

m) Provision for Dividend Distribution Tax 519639 532011

n) Balance carried to Balance Sheet 3774215 2053353

02. DIVIDEND:

Your Directors are pleased to recommend Dividend at the rate of Rs.1/- Per share( previousy ear Rs. 1- per share) for the year ended 31st March, 2012 subject to approval of the members in the ensuing Annual General Meeting .

03. OPERATIONS:

During the year under review, the sales & other Income of Company decreased from Rs.5355.72 lacs to Rs. 4983.83 lacs slightly due to overall recession in the market & due to above, profit after Tax of the Company for the year under review has also decreased slightly from Rs. 216.74 lacs to 204.44 lacs.

04. FUTURE OUTLOOK:

The growth outlook for the Indian economy in the near term remains positive on account of inter-alia, the following factors: (a) expectations that the industrial sector would remain buoyant; (b) increase in corporate sales and profitability; (c) pick-up in order books and capacity utilization as per different survey results; (d) turnaround in exports with improving global conditions; (e) pick-up in lead services indicators for transportation, telecommunication and construction and;(f) revival in credit demand from the private sector.

05. DIRECTORS:

Shri Manohar Singh Jain and Shri N.Chakraborty, retire by rotation and being eligible, offers themselves for re-appointment. Mr. Vishwanathan Iyer has been appointed as Executive Director of the Company.

06. DIRECTORS' RESPONSIBILITY STATEMENT :

As stipulated in section 217 (2AA) of Companies Act,1956, your Directors subscribe to the "Directors' Responsibility Statement" and confirm as under:

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

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

iii) that the Directors have taken proper and sufficient care of the maintenance of adequate accounting records in accordance with the provisionof this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

iv) that the Directors have prepared the annual accounts on going concern basis.

07. PUBLIC DEPOSIT:

During the year under review, your company has neither invited nor accepted any deposit under the provisions of Section 58-A of the Companies Act, 1956 and rules made there under.

08. PERSONNEL:

No employee is in receipt of remuneration exceeding the limits set out under section 217 (2A) of the Companies Act, 1956.

09. AUDITORS:

The Auditors M/s. Mahaveer M. Jain & Company, Chartered Accountants, Indore shall cease to hold office at the end of the ensuing Annual General Meeting and being eligible offers themselves for re- appointment.

10. CORPORATE GOVERNANCE :

Your Company has taken adequate steps to ensure that all mandatory provisions of "Corporate Governance" as provided in the Listing Agreement of the Stock Exchanges with whom the Company's shares are listed, are duly complied with. A Detailed report on Corporate Governance and a certificate from the Auditor of the Company regarding Compliance of conditions of Corporate Governance as required under Clause 49 of the Listing agreement is attached to this report.

11. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FORBGN EXCHANGE :

Information in accordance with the provisions of Section 217 (1)(e) of the Companies Act, 1956 read with the Companies (Disclosures of Particulars in the Report of Board of Director) Rules, 1988 is given in the Annexure forming part of this report.

12. INDUSTRIAL RELATIONS :

Industrial relations of the Company remained cordial during the year.

13. SUBSIDIARY COMPANY :

M/s. Dimart Engineering Pvt. Ltd. is subsidiary of your Company. The business operations of the said companies have not been commenced.

The Statement pursuant to Sector 212 of the Companies Act, 1956, in respect of the Subsidiary Company, is separately annexed and forms part of the Annual Report.

14. CONSOLIDATED FINANCIAL STATEMENTS:

The Directors also present the audited consolidated financial statements incorporating the duly audited financial statements of the subsidiary, viz M/s. Dimart Engineering Pvt. Ltd. and as prepared in compliance with the accounting standards and listing agreement.

15 ACKNOWLEDGEMENT:

We wish to acknowledge the understanding & support and the services of the workers, staff and executives of the Company, who have largely contributed to the efficient operations & management of the operations of the Company.

Your Directors also wish to place on record the valuable co-operation & support received from the Bankers and Financial Institutions.

We would also like to express thanks to our Shareholders for their confidence and understanding.

Regd Office For and On behalf of the Board

111, Sector-B

Sanwer Road

INDORE-452015 (M.P.) RAJENDRA SINGH JAIN

DATED : 25/08/2012 (MANAGING DIRECTOR)

---

Mar 31, 2010

The Directors have pleasure in presenting the 22nd Annual Report of the Company and the Audited statement of accounts for the year ended 31st March 2010.

01. FINANCIAL RESULTS :

Financial Financial

year ended year ended

31.03.2010 31.03.2009

a) Sales & Other Income 67,63,69,793 34,61,84,892

b)Profit before interest, Depreciation & Tax 9,77,87,321 3,56,83,639

c)Less : - Interest and Finance charges 1,21,27,413 1,06,97,974

- Depreciation 70,40,3025 9,17,647

d) Profit before Tax 7,86,19,606 1,90,68,018

e) Less : Provision for Tax Current year 2,70,00,000 35,00,000

f) Less : Deferred Tax Liabilities 11,76,850 27,54,175

g) Less : Income Tax earlier year 3,94,703 4,77,015

h) Less : Provision for Fringe Benefit Tax - 4,92,522

i) Profit after Tax 5,00,48,053 1,18,44,306

j) Profit brought forward from previous year 3,01,5972 2,04,874

k) Profit available for appropriations 5,03,49,650 1,40,49,181

l) Transferred to General Reserve 4,25,00,000 1,00,00,000

m) Proposed Dividend 32,03,2003 2,03,200

n) Provision for Dividend Distribution Tax 5,32,011 5,44,384

o)Balance carried to Balance Sheet 41,14,439 3,01,597



02. DIVIDEND :

Your Directors are pleased to recommend Dividend at the rate of Rs.1/- Per share (previous year 1/- per share) for the year ended 31st March 2010 subject to approval of the members in the ensuing Annual General Meeting .

03. OPERATIONS :

During the year under review the sales & other Income of Company increased from Rs. 3461.85 lacs to Rs. 6763.70 lacs showing a growth of 95% & profit after Tax of the Company for the year under review has alsoincreased from Rs. 118.44 lacs to 500.48 lacs also showing a growth of 322.55%

04. FUTURE OUTLOOK :

The growth outlook for the Indian economy in the near term remains positive on account of inter-alia, the following factors: (a) expectations that the industrial sector would remain buoyant; (b) increase in corporate sales and profitability; (c) pick-up in order books and capacity utilization as per different survey results; (d) turnaround in exports with improving global conditions; (e) pick-up in lead services indicators credit demand from the private sector.

05. DIRECTORS :

Shri Manohar Singh Jain and Shri N.Chakraborty, retire by rotation and being eligible, offers themselves for re- appointment.

06. DIRECTORS RESPONSIBILITY STATEMENT :

As stipulated in section 217 (2AA) of Companies Act,1956, your Directors subscribe to the "Directors Responsibility Statement" and confirm as under :

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

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

iii) that the Directors have taken proper and sufficient care of the maintenance of adequate accounting records in accordance with the provision of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; iv) that the Directors have prepared the annual accounts on going concern basis.

07. PUBLIC DEPOSIT :

During the year under review, your company neither invited nor accepted any deposit under the provisions of Section 58-A of the Companies Act, 1956 and rules made there under.

08. PERSONNEL :

No employee is in receipts of remuneration exceeding the limits set out under section 217 (2A) of the Companies Act, 1956.

09. AUDITORS :

The Auditors M/s. Mahaveer M. Jain & Company, Chartered Accountants, Indore shall cease to hold office at the end of the ensuing Annual General Meeting and being eligible offers themselves for re-appointment.

10. CORPORATE GOVERNANCE :

Your Company has taken adequate steps to ensure that all mandatory provisions of "Corporate Governance" as provided in the Listing Agreement of the Stock Exchanges with the Companys shares are listed are duly complied with . A Detailed report on Corporate Governance and a certificate from the Auditors of the Company regarding Compliance of conditions of Corporate Governance as required under Clause 49 of the Listing agreement is attached to this report

11. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE :

Information in accordance with the provisions of Section 217 (1)(e) of the Companies Act, 1956 read with the Companies (Disclosures of Particulars in the Report of Board of Director) Rules, 1988 is given in the Annexure forming part of this report.

12. INDUSTRIAL RELATIONS :

Industrial relations of the Company remained cordial during the year.

13. SUBSIDIARY COMPANIES :

M/s. Dimart Engineering Pvt. Ltd. and M/s. Luhadia Sons Shahpura Pvt. Ltd. are subsidiaries of your Company. The business operations of the said Companies have not been commenced.

The statement pursuant to section 212 of the Companies Act. 1956 in respect of the Subsidiary Companies, is separately annexed and forms part of the Annual Report.

14. CONSOLIDATED FINANCIAL STATEMENTS :

The Director also present the Audited Consolidated Financial Statements incorporating the duly audited financial statements of the subsidiries, viz M/s. Dimart Engineering Pvt. Ltd. and M/s. Luhadia Sons Shahpura Pvt. Ltd.and as prepared in compliance with the accounting standards and listing agreements.

15. ACKNOWLEDGEMENT :

We wish to acknowledge the understanding & support and the services of the workers, staff and executives of the Company, which have largely contributed to the efficient operations & management of the operations of the Company. Your Directors also wish to place on record the valuable co-operation & support received from the Financial Institutions. We would also like to express thanks to our Shareholders for their confidence and understanding.

For and On behalf of the Board

Regd. Office :

111, Sector-B

Sanwer Road

INDORE-452015 (M.P) RAJENDRA SINGH JAIN

DATED : 25/08/2010 (MANAGING DIRECTOR)