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Directors Report of JMT Auto Ltd.

Mar 31, 2018

Dear Shareholders,

The Directors have immense pleasure in presenting their 31st Annual Report along with the Audited Results of the Company for the year ended 31st March, 2018.

OPERATING AND FINANCIAL REVIEW (Rs. in Lakhs)

PARTICULARS

Standalone

Consolidated

Year ended 31.03.2018

Year ended 31.03.2017

Year ended 31.03.2018

Year ended 31.03.2017

Gross Turnover*

41,651.21

34,612.59

41,651.21

34,612.59

Earnings before Interest, Tax & Depreciation and Amortization (EBITDA)

4,931.77

5,648.53

4,930.01

5,657.16

Finance Cost

1900.77

2,139.25

1,900.77

2,139.25

Depreciation

2858.19

2,932.86

2,858.19

2,932.86

Tax Expenses

93.51

155.72

93.51

155.72

Net Profit After Tax

79.31

420.69

77.54

429.32

*Note: Gross Turnover for the year ended 31.03.2018 includes excise duty & GST amounting to Rs 707.47 lacs & Rs. 6,219.72 lacs respectively.

Gross Turnover for the year ended 31.03.2017 includes excise duty amounting to Rs 3196.25 lacs.

DIVIDEND

The Board has not recommended any dividend for the year ended 31st March 2018.

COMPANY’S PERFORMANCE - STANDALONE

Revenue from operations for the financial year 2017-18 at Rs.41,651.21 lacs has increased by 20.34% over last year (Rs. 34612.59 lakhs in 2016-17). Profit before tax (PBT) for the year is Rs.172.81 lacs from Rs. 576.41 lakhs in 2016-17. Profit after tax (PAT) for the year is Rs. 79.31 lacs recording a decline of 81.15 % over the PAT of Rs. 420.69 lakhs in 2016-17.

Reserves and surplus of the Company has increased from Rs. 11923.67 lacs in 2016-17 to Rs. 12,003.35 lacs in the financial year 2017-18. The Company has a Net worth of Rs.17,041.67 lacs as on 31st March, 2018 in comparison to Rs.16,961.99 lacs as on 31st March, 2017.

CHANGES IN SHARE CAPITAL

During the Financial Year 2017-18, there has been no change in the share capital.

DISCLOSURE REGARDING ISSUE OF EQUITY SHARES WITH DIFFERENTIAL RIGHTS The Company has not issued any Equity Shares with Differential Rights.

DISCLOSURE REGARDING ISSUE OF SWEAT EQUITY SHARES

The Company has not issued any Sweat Equity Shares.

STOCK EXCHANGE REQUIREMENTS

The Equity shares of the Company are being traded at Bombay Stock Exchange, Phiroze Jeejebhoy Towers, Dalal Street, Mumbai and at National Stock Exchange of India Limited, Exchange Plaza, Bandra Kurla Complex, Bandra (E), Mumbai.

CREDIT RATING

In order to comply with BASEL - II Guidelines your Company has got the rating done by M/s ICRA LIMITED.

CREDIT RATING AGENCY

LONG TERM/ MEDIUM TERM BANK FACILITIES

SHORT TERM BANK FACILITIES

ICRA

[ICRA] B-

[ICRA]A4

DEPOSITS

As in the previous year your Company has not accepted any Deposits from the Shareholders/Public during the year under review, within the meaning of Section 73 of the Companies Act, 2013 and any amendments thereon.

ENVIRONMENT PROTECTION AND POLLUTION CONTROL

Company is compliant with all the rules and regulations of the Jharkhand State Pollution Control Board and regularly monitors and keeps the effluents, emissions and waste disposals from the works well within the stipulated parameters as per the Environment Conservation & Pollution Control Laws.

The Company is of ISO 14001/2015, OHSAS 18001/2007 and ISO 45001/2018 certified and maintains its commitment towards according priority to Environment, Occupational Health and Safety as part of its work culture.

DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. Sanjay Tiku retires by rotation and being eligible offers himself for re-appointment at the ensuing annual general meeting.

Mr. Aditya Malhotra also retires by rotation and being eligible offers himself for re-appointment at the ensuing annual general meeting.

Pursuant to the provisions of Section 149 of the Act, which came into effect from April 1, 2014, Mr. Sanjay Chhabra was appointed as independent director, for five years, at the 27th AGM of the Company held on September 27, 2014 and Ms. Anuradha Kapur was appointed as independent director, for five years, at the 30th AGM of the Company held on September 28, 2017. The terms and conditions of appointment of the independent directors are as per Schedule IV of the Act. They have submitted a declaration that each of them meets the criteria of independence as provided in Section 149(6) of the Act and there has been no change in the circumstances which may affect their status as independent director during the year.

During the year, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company.

NUMBER OF BOARD MEETINGS

Five meetings of the board were held during the year 2017-18. For details of the meetings of the board, please refer to the corporate governance report, which forms part of this report.

PERFORMANCE EVALUATION OF BOARD

The board of directors has carried out an annual evaluation of its own performance, Board committees and individual directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by SEBI Listing Regulations.

The performance of the Independent Directors was evaluated by the Board after seeking inputs from all the directors on the effectiveness and contribution of the Independent Directors.

The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

The Board and the Nomination and Remuneration Committee (“NRC”) reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role.

In a separate meeting of independent Directors, performance of non-independent directors, performance of the board as a whole and performance of the Chairman was evaluated, taking into account the views of executive directors and nonexecutive directors. The same was discussed in the board meeting that followed the meeting of the independent Directors, at which the performance of the Board, its committees and individual directors was also discussed.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(5) of the Companies Act, 2003 the Directors hereby confirm:

1. That in the preparation ofAnnual Accounts, the applicable Accounting Standards have been followed and there has been no material departure.

2. That the selected accounting policies were applied consistently and the directors 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 as at 31st March, 2018 and of the profits for the year ended on that date.

3. That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2003 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. That the annual accounts have been prepared on a going concern basis.

5. That internal Financial controls have been laid down to be followed by the Company and such internal Financial controls are adequate and operating effectively.

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

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 2017-18.

POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION AND OTHER DETAILS

The Company’s policy on directors’ appointment and remuneration and other matters provided in Section 178(3) of the Act and any amendments thereon has been disclosed in the Corporate Governance Report, which forms part of the Boards’ Report.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The details in respect of internal Financial control and their adequacy are included in the Management Discussion & Analysis Report, which forms part of this report.

AUDITORS

Pursuant to the provisions of Section 139 of the Act and the rules framed thereunder, M/s. Raj Gupta & Company, Chartered Accountants, were appointed as statutory auditors of the Company from the conclusion of the 30th Annual General Meeting (AGM) of the Company held on September 28, 2017 till the conclusion of the 35th AGM to be held in the year 2022, subject to ratification of their appointment at every AGM. However with the amendment of the Companies Act provisions related to ratification, the ratification of the appointment at every AGM is not required.

MATERIAL CHANGES & COMMITMENTS

Except, as disclosed elsewhere in the Report, there have been no material changes and commitments, which can affect the financial position of the Company between the end of the financial year and the date of report.

As required under Section 134(3) of the Companies Act, 2013, the Board of Directors informs the shareholders that during the period under review, no changes have occurred in the nature of the Company’s business or in the nature of the business carried on by them and generally in the classes of business in which the Company has an interest.

RISK MANAGEMENT

The Board of the Company has formed a risk management committee to frame, implement and monitor the risk management plan for the Company. The committee 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 development and implementation of risk management policy has been covered in the management discussion and analysis, which forms part of this report.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The particulars of loans, guarantees and investments have been disclosed in the financial statements. ENVIRONMENT, HEALTH AND SAFETY

Company has made significant contribution towards conservation of energy. Innovation and technological up gradation of processes and methods have made significant impact in the overall consumption of natural resources, energy, fuel etc.

Company’s management is consistently involved in promoting eco-friendly measures like planting of trees in and around the Work units, creating new gardens, Rain Water Harvesting, usage of transparent sheets for natural sunlight inside the plant, use of turbo ventilators for ventilation purpose and for minimizing the carbon footprints, use of propane gas in the heat treatment plants for reducing the carbon emissions, minimizing effluents through better monitoring and corrective measures, reduction of quantum of input material, whether it is steel, or usage of inert gases for welding through Value Analysis/Value Engineering activities.

All Statutory safety norms are diligently followed by the Company. Safety is accorded prime importance in the organization. Each Plant has Safety Committee to oversee the safety of the workforce through ensuring safe working conditions and well informed and duly trained workers. Safety audits and evacuation drills are conducted regularly and all staff members are encouraged to take part in the same and training for the awareness of the employees are conducted at regular intervals.

Company has a personal Accident Insurance Policy (group) for ensuring welfare and security to the employees and their families.

CORPORATE GOVERNANCE

The Company is committed to maintain high standards of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI. The Report on Corporate Governance as stipulated under SEBI Listing Regulations is attached to this Report.

ANNUAL RETURN EXTRACT

As provided under Section 92(3) of the Act, the extract of annual return is given as Annexure-I in the prescribed Form MGT-9, which forms part of this report.

CORPORATE SOCIAL RESPONSIBILITY

The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in Annexure-II of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. The policy is available on the website of the Company.

SUBSIDIARY AND ASSOCIATES

During the year, the Board of Directors (‘the Board’) reviewed the affairs of the subsidiary company. In accordance with Section 129(3) of the Companies Act, 2013, we have prepared consolidated financial statements of the Company, which forms part of this Annual Report. Further, a statement containing the salient features of the financial statement of the subsidiary and joint venture company in the prescribed Form AOC-1 is annexed herewith as Annexure-III and forms part of the Annual Report which covers the financial position of subsidiary and associate company and hence not repeated here for the sake of brevity.

In accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including the consolidated financial statements and related information of the Company and audited accounts of each of its subsidiaries, are available on our website, www.jmtauto.com. These documents will also be available for inspection during business hours at our registered office in New Delhi.

RELATED PARTY TRANSACTIONS

None of the transactions with related parties falls under the scope of section 188(1) of the Act. All RPTs entered during the financial year by the Company are in ordinary course of business and on an arms’ length basis. No material RPTs were entered during the financial year. Accordingly, the disclosure required u/s 134(3)(h) of the Act in Form AOC-2 is not applicable to your Company.

PARTICULARS OF EMPLOYEES AND REMUNERATION

(a) The ratio of remuneration of each director to the median of employees’ remuneration as per Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of the Board’s report as Annexure - IV.

(b) The statement containing particulars of employees as required under section 197(12) of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is not applicable as there are no employees falling in the category.

SECRETARIAL AUDIT REPORT

The auditors’ report and secretarial auditors’ report does not contain any qualifications, reservations or adverse remarks. Report of the secretarial auditor is given as Annexure-V which forms part of this report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGO

The relevant data regarding the above is given in the Annexure-VI hereto and forms part of this report. MANAGEMENT DISCUSSION & ANALYSIS

A detailed review of operations, performance and future outlook of the Company is given separately under the head “Management Discussion and Analysis Report” and forms a part of the Annual Report.

DISCLOSURE REQUIREMENTS

As per SEBI (LODR) Regulations, 2015, Corporate Governance report with Auditors’ certificate thereon and management discussion and analysis and business responsibility report are attached, which form part of this report.

Details of the Familiarization Programme of the independent directors are available on the website of the Company (URL: www.jmtauto.com/investors).

Policy on dealing with related party transactions is available on the website of the Company (URL: www.jmtauto.com/investors).

The Company has formulated and published a Whistle Blower Policy to provide 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 and SEBI (LODR) Regulations, 2015 (URL: www.jmtauto.com/investors).

ACKNOWLEDGEMENTS

The Board of Directors place on record their gratitude for the co-operation, patronage and support received from Financial Institutions, Bankers, Government Bodies and employees at all levels.

Your directors also wish to acknowledge the contribution made by the employees at all levels and above all the trust and confidence reposed by the shareholders.

For and on behalf of the Board of Directors

Sd/-

Place : New Delhi Sanjay Tiku

Date : 13.08.2018 CEO & Whole Time Director

DIN - 00300566


Mar 31, 2013

Dear Shareholders,

The Directors have immense pleasure in presenting their 26th Annual Report along with the Audited Results of the company for the year ended 31st March, 2013.

OPERATING AND FINANCIAL REVIEW (Rs in Lacs)

PARTICUALRS Year ended Year ended 31.03.2013 31.03.2012

Gross Turnover 33502.33 39252.44

Earnings before Interest, Tax & Depreciation and Amortization (EBITDA) 5601.00 6344.60

Finance Cost 1906.50 2035.17

Depreciation 2162.67 1955.71

Tax Expenses 329.75 745.27

Net Profit After Tax 1202.08 1608.45

DIVIDEND

The Board has recommended a dividend @ 5.0% (Re 0.50 per share) for the year ended 31st March, 2013 keeping in view the moderate profit of the Company subject to the approval of the shareholders at the Annual General Meeting.

The dividend will be paid to members whose names appear in the Register of Members as on 16th July, 2013; in respect of shares held in dematerialized form, it will be paid to members whose names are furnished by National Securities Depository Limited and Central Depository Services (India) Limited, as beneficial owners.

The dividend payout for the year under review has been formulated in accordance with the Company''s policy to pay sustainable dividend linked to long term growth objectives of the Company to be met by internal cash accruals and the shareholders aspirations.

RESERVE AND SURPLUS

Reserves and surplus of the Company increased from Rs. 11674.87 lakhs in 2011-12 to Rs. 12802.37 lakhs in 2012-13. The Company has a Net worth of Rs.14241.89 as on 31st March, 2013 in comparison to Rs. 13114.39 as on 31st March, 2012.

STOCK EXCHANGE REQUIREMENTS

The Equity shares of the Company are being traded at Bombay Stock Exchange, Phiroze Jeejebhoy Towers, Dalal Street, Mumbai and at National Stock Exchange of India Limited, Exchange Plaza, Bandra Kurla Complex, Bandra (E), Mumbai.

CREDIT RATING

In order to comply with BASEL - II Guidelines your Company has got the rating done by M/s ICRA LIMITED.

CREDIT RATING AGENCY LONG TERM/ MEDIUM TERM SHORT TERM BANK FACILITIES BANK FACILITIES

ICRA [ICRA] BBB/Stable [ICRA]A3

FIXED DEPOSITS

As in the previous year your Company has not accepted any Fixed Deposits within the meaning of Section 58A of the Companies Act, 1956 from the Shareholders / Public during the year under review.

ENVIRONMENT PROTECTION AND POLLUTION CONTROL

As required by Pollution control laws, the Company has already submitted Environmental Statement for the FY 2012- 13 to the State Pollution Control Board.

The Company maintaining its commitment towards according priority to Environment, Occupational Health and Safety has decided to develop the industrial culture as per norms of ISO 14001/2004 and OHSAS 18001/2009, which is totally focused on environment.

- Management has planted 50 plants this year in and around the various work units.

- 3 machines for oil separation from scrap boring have been installed.

- Turbo Ventilator which runs without power has been installed.

- Waste water management and Rain water harvesting systems are in place.

DIRECTORS RESPONSIBILITY STATEMENT

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

1. That in the preparation of Annual Accounts, the applicable Accounting Standards have been followed and there has been no material departure.

2. That the selected accounting policies were applied consistently and the directors 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 as at 31st March, 2013 and of the profits for the year ended on that date.

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

4. That the annual accounts have been prepared on a going concern basis.

DIRECTORS

Mr. Sanjay Kukreja, Director of the company, who retires by rotation and being eligible, offers himself for reappointment at the ensuing Annual General Meeting.

Mr. Harjinder Singh, presently holding the office of Additional Director (Finance & Administration) cum CFO of the company, has been proposed by one of the members, to be appointed as Director, subject to approval of the shareholders at the forthcoming Annual General Meeting.

None of the Directors are disqualified for being appointed as the Directors as specified in Section 274(1)(g) of the Companies Act, 1956.

AUDITORS

M/s. Deloitte Haskins & Sells, Statutory Auditors of the company will retire at the ensuing Annual General meeting of the Company and are eligible for re-appointment. Shareholders are requested to re-appoint the auditors.

The Company has received letters from them to the effect that their re-appointment, if made, would be within the prescribed limits under Section 224(1B) of the Companies Act, 1956 and that they are not disqualified for re-appointment within the meaning of Section 226 of the said Act.

The Notes forming part of the Financial Statements are self-explanatory and do not call for any further comments.

CORPORATE GOVERNANCE

The Company is committed to maintain high standards of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI. The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report.

The requisite Certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49 is attached to this Report.

RELATED PARTIES

Note No. 36 to the Notes to Financial Statement of the Accounts sets out the nature of transactions with the related parties. Transactions with the Related Parties are carried out at the arm''s length. The details of such transactions are placed before the Audit Committee.

CORPORATE SOCIAL RESPONSIBILITY

Maintaining the spirit of giving back to the society the Company has contributed to many philanthropic activities like numerous blood donation camps in collaboration with the Red Cross Society, donating money and clothes to the poor and needy, spreading education among the low privileged section of the society, planting trees across all its units.

ENVIRONMENT, HEALTH AND SAFETY

The Company has made significant efforts towards conservation of environment, by proposing to set up its new Automated Press Forging Plant. This is a green initiative taken up by the Company, since the proposed plant will consume less power and emanate negligible heat. The Automated Press Forging is done at ambient temperature and because of their extreme dimensional precision and fine surface finish they often need little or no further machining. This will considerably reduce the environmental impact and enhance the productivity of the Company''s forging unit.

Other eco-friendly initiatives undertaken by the Company include planting more trees in and around the Work units, creating new gardens, Rain Water Harvesting, usage of transparent sheets for natural sunlight inside the plant, use of turbo ventilators for ventilation purpose and for minimizing the carbon footprints, use of propane gas in the heat treatment plants for reducing the carbon emissions, minimizing effluents through better monitoring and corrective measures, reduction of quantum of input material, whether it is steel, or usage of inert gases for welding through Value Analysis/Value Engineering activities.

All statutory safety norms are diligently followed by the Company. Safety is accorded prime importance in the organization. Each plant has Safety Committee to oversee the safety of the workforce through ensuring safe working conditions and well informed and duly trained workers. Safety audits and evacuation drills are conducted regularly and all staff members are encouraged to take part in the same. Training for the awareness of the employees are conducted at regular intervals.

Company has a personal Accident Insurance Policy (group) for ensuring welfare and security to the employees and their families.

DISCLOSURES UNDER SECTION 217 OF THE COMPANIES ACT, 1956

Except, as disclosed elsewhere in the Report, there have been no material changes and commitments, which can affect the financial position of the Company between the end of the financial year and the date of report.

As required under Section 217(2) of the Companies Act, 1956, the Board of Directors informs the shareholders that during the period under review, no changes have occurred in the nature of the Company''s business or in the nature of the business carried on by them and generally in the classes of business in which the Company has an interest.

Information in accordance with the provisions of section 217 (2A) of the Companies Act,1956, read with Companies (Particulars of Employees) Rules, 1975, as amended, regarding employees is as under:

None of the employees fall within the category mentioned in section 217 (2A) of the Companies Act, 1956.

COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF THE BOARD OF DIRECTORS) RULES, 1988

The relevant data regarding the above is given in the Annexure-I hereto and forms part of this report.

EMPLOYEE STOCK OPTIONS

Pursuant to the provisions of the Securities and Exchange Board of India (Employees Stock Option Scheme and Employees Stock Purchase Scheme) Guidelines, 1999, as amended from time to time, the details of stock options as on March 31, 2013 under the "JMT ESOP Plan- 2012" are set out as Annexure-II to this Report.

MANAGEMENT DISCUSSION & ANALYSIS

A detailed review of operations, performance and future outlook of the Company is given separately as Annexure-III, under the head "Management Discussion and Analysis Report" and forms a part of this report.

ACKNOWLEDGEMENTS

The Board of Directors place on record their gratitude for the co-operation, patronage and support received from Financial Institutions, Bankers, Government Bodies and employees at all levels.

For and on behalf of the Board of Directors

Place: Jamshedpur Rajeev Singh Dugal

Date: 24.05.2013 Chairman-cum-Managing Director


Mar 31, 2012

The Directors have immense pleasure in presenting their 25th Annual Report along with the Audited Results of the company for the year ended 31st March, 2012.

OPERATING AND FINANCIAL REVIEW (Rs in lakhs.)

PARTICUALRS Year ended Year ended 31.03.2012 31.03.2011

Gross Turnover 39,252.44 31,574.10

Earnings before Interest, Depreciation & Tax and amortization (EBITDA) 6,344.60 5,021.28

Finance Cost 2,035.17 1,749.69

Depreciation 1,955.71 1,817.90

Tax Expenses 745.27 471.89

Net Profit After Tax 1,608.45 981.80

DIVIDEND

The Board has recommended a dividend @ 10.0% (Re 1.00 per share) for the year ended 31st March 2012 in tune to the increased profit of the Company subject to the approval of the shareholders at the Annual General Meeting.

The dividend will be paid to members whose names appear in the Register of Members as on July 2,2012; in respect of shares held in dematerialized form, it will be paid to members whose names are furnished by National Securities Depository Limited and Central Depository Services (India) Limited, as beneficial owners.

The dividend payout for the year under review has been formulated in accordance with the Company's policy to pay sustainable dividend linked to long term growth objectives of the Company to be met by internal cash accruals and the shareholders aspirations.

RESERVE AND SURPLUS

Reserves and surplus of the Company increased from Rs.10233.71 lakhs in 2010-11 to Rs. 11674.87 lakhs in the 2011-12. The Company has a Net worth of Rs.13114.39 as on 31st March, 2012 in comparison to Rs. 11673.23 as on 31st March, 2011.

STOCK EXCHANGE REQUIREMENTS

The Equity shares of the Company are being traded at Bombay Stock Exchange, Phiroze Jeejebhoy Towers, Dalal Street, Mumbai and at National Stock Exchange of India Limited, Exchange Plaza, Bandra Kurla Complex, Bandra (E), Mumbai.

CREDIT RATING

In order to comply with BASEL - II Guidelines your Company has got the rating done by M/s CRISIL LIMITED.

CREDIT RATING AGENCY LONG TERM/ MEDIUM TERM SHORT TERM BANK FACILITIES BANK FACILITIES

CRISIL CRISIL BBB/Stable CRISIL A3

FIXED DEPOSITS

As in the previous year your Company has not accepted any Fixed Deposits within the meaning of Section 58A of the Companies Act, 1956 from the Shareholders / Public during the year under review.

ENVIRONMENT PROTECTION AND POLLUTION CONTROL

As required by Pollution control laws, the Company has already submitted Environmental Statement for the Fy 2011-12 to the State Pollution Control Board.

The Company continues to accord priority to Environment, Occupational Health and Safety with a commitment to achieve and sustain the highest international standards by keeping emission level as low as possible.

WASTE WATER MANAGEMENT

The Company has taken all possible steps towards implementation of Rain Water Harvesting System Implementation and Waste Management Services working in tandem with Aquakraft Water Solutions.

DIRECTORS RESPONSIBILITY STATEMENT

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

1. That in the preparation of Annual Accounts, the applicable Accounting Standards have been followed and there has been no material departure.

2. That the selected accounting policies were applied consistently and the directors 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 as at 31st March, 2012 and of the profits for the year ended on that date.

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

4. That the annual accounts have been prepared on a going concern basis.

DIRECTORS

Shri Malkeet Singh Saini, Director of the company, who retires by rotation and being eligible, offer himself for reappointment at the ensuing Annual General Meeting.

None of the Directors are disqualified for being appointed as the Directors as specified in Section 274(1)(g) of the Companies Act, 1956.

AUDITORS

M/s. Deloitte Haskins & Sells, Statutory Auditors of the company will retire at the ensuing Annual General meeting of the Company and are eligible for re-appointment. Shareholders are requested to re-appoint the auditors.

The Company has received letters from them to the effect that their reappointment, if made, would be within the prescribed limits under Section 224(1B) of the Companies Act, 1956 and that they are not disqualified for reappointment within the meaning of Section 226 of the said Act.

The Notes on Accounts referred to in the Auditors Report are self-explanatory and do not call for any further comments.

COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF THE BOARD OF DIRECTORS) RULES, 1988

The relevant data regarding the above is given in the Annexure-I hereto and forms part of this report.

EMPLOYEES

None of the employees fall within the category mentioned in section 217 (2A) of the Companies Act, 1956.

CORPORATE GOVERNANCE

The Company is committed to maintain high standards of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI. The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report.

The requisite Certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49, is attached to this Report.

RELATED PARTIES

Note No. 35 to the Notes to Financial Statement of the Accounts sets out the nature of transactions with the related parties. Transactions with the Related Parties are carried out at the arm's length. The details of such transactions are placed before the Audit Committee.

CORPORATE SOCIAL RESPONSIBILITY

In terms of societal and environmental contribution, the Company has contributed to many philanthropic activities like free eye check up camps, donating money and clothes to the poor and needy, blood Donation camps, spreading education among the low privileged section of the society planting trees across all its units and developing new gardens at its working sites. The Company also contributes financially to mitigate the hardships by providing material help to the orphanages. The Company trains employable local youth and provides training to them under earn and learn scheme.

ENVIRONMENT, HEALTH AND SAFETY

In terms of its responsibility towards environment, the initiatives undertaken by the Company include planting of trees in the vacant land of the plants, creating new gardens, Rain Water Harvesting, usage of transparent sheets for natural sunlight inside the plant, use of turbo ventilators for ventilation purpose and for minimizing the carbon footprints, use of propane gas in the heat treatment plants for reducing the carbon emissions, minimizing effluents through better monitoring and corrective measures, reduction of quantum of input material, whether it is steel, or usage of inert gases for welding through Value Analysis/Value Engineering activities.

The Company follows all statutory safety norms. Safety is accorded prime importance in the organization. The Company has the Safety committee in each plant, which oversees the workforce's safety, through ensuring safe conditions and actions. Safety audits and evacuation drills are conducted regularly and all staff members are encouraged to take part in the same and regular training for the awareness of the employees.

Your Company has a personal Accident Insurance Policy (group) for ensuring welfare and security to the employees and their families.

OTHERS

Your Directors wish to inform that during the Financial Year 2011-12 in the month of May 2011 a Search & Seizure was conducted by Income tax department . As on date the assessment order is still pending and the case is under process.

ACKNOWLEDGEMENTS

The Board of Directors place on record their gratitude for the co-operation, patronage and support received from Financial Institutions, Bankers, Government Bodies and employees at all levels.



For and on behalf of the Board of Directors

Place : Kolkata Rajeev Singh Dugal

Date : 25.05.2012 Managing Director


Mar 31, 2011

Dear Members,

The Directors have immense pleasure in presenting their Twenty Fourth Annual Report along with the Audited Results of the company for the year ended 31st March, 2011.

OPERATING AND FINANCIAL REVIEW (Rs. in lakhs.)

PARTICUALRS Year ended Year ended

31.03.2011 31.03.2010

Gross Turnover 32720.62 21486.63

Earnings before Interest, Depreciation & Tax and amortization ( EBITDA) 5132.21 4062.75

Interest and financial charges 1860.61 1795.67

Depreciation 1817.90 1586.85

Provision for Taxation 471.89 326.97

Net Profit After Tax 981.81 353.26

Profit/(Loss) Brought forward from Previous Year 3514.46 3203.31

Profit available for appropriation as under: 4496.27 3556.57

Dividend on Equity Shares 71.98 35.99

Corporate Tax on Dividend 12.23 6.12

Surplus carried to Balance Sheet 4412.06 3514.46

DIVIDEND

The Board has recommended a dividend @ 5.0% (Rs. 0.50 per share) for the year ended 31st March, 2011 in tune to the increased profit of the Company subject to the approval of the shareholders at the Annual General Meeting.

The dividend will be paid to members whose names appear in the Register of Members as on July 14,2011; in respect of shares held in dematerialized form, it will be paid to members whose names are furnished by National Securities Depository Limited and Central Depository Services (India) Limited, as beneficial owners.

The dividend payout for the year under review has been formulated in accordance with the Company's policy to pay sustainable dividend linked to long term growth objectives of the Company to be met by internal cash accruals and the shareholders aspirations.

RESERVE AND SURPLUS

Reserves and surplus of the Company increased from Rs. 8836.11 lakhs in 2009-10 toRs. 10233.21 lakhs in the 2010-11. The Company has a Net worth ofRs. 11673.23 as on 31st March, 2011 in comparison to Rs. 10,275.63 as on 31st March, 2010.

STOCK EXCHANGE REQUIREMENTS

The Equity shares of the Company are being traded at Bombay Stock Exchange, Phiroze Jeejebhoy Towers, Dalal Street, Mumbai and at National Stock Exchange of India Limited, Exchange Plaza, Bandra Kurla Complex, Bandra (E), Mumbai.

CREDIT RATING

In order to comply with BASEL - II Guidelines your Company has got the rating done by M/s Credit Analysis & Research Ltd. (CARE).

CREDIT RATING AGENCY LONG TERM/ MEDIUM TERM SHORT TERM BANK FACILITIES BANK FACILITIES

CARE CARE BBB PR3

FIXED DEPOSITS

As in the previous year your Company has not accepted any Fixed Deposits within the meaning of Section 58A of the Companies Act, 1956 from the Shareholders / Public during the year under review.

ENVIRONMENT PROTECTION AND POLLUTION CONTROL

As required by Pollution control laws, the Company has already submitted Environmental Statement for the Fy 2010-11 to the State Pollution Control Board.

The Company continues to accord priority to Environment, Occupational Health and Safety with a commitment to achieve and sustain the highest international standards by keeping emission level as low as possible.

WASTE WATER MANAGEMENT

The Company has taken all possible steps towards implementation of Rain Water Harvesting System Implementation and Waste Management Services working in tandem with Aquakraft Water Solutions.

DIRECTORS RESPONSIBILITY STATEMENT

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

1. That in the preparation of Annual Accounts, the applicable Accounting Standards have been followed and there has been no material departure.

2. That the selected accounting policies were applied consistently and the directors 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 as at 31st March, 2011 and of the profits for the year ended on that date.

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

4. That the annual accounts have been prepared on a going concern basis.

DIRECTORS

Mr. Sushil Kumar Khowala, Director of the Company, who retires by rotation and being eligible, offer himself for re- appointment at the ensuing Annual General Meeting.

None of the Directors are disqualified for being appointed as the Directors as specified in Section 274(1)(g) of the Companies Act, 1956.

AUDITORS

M/s. Deloitte Haskins & Sells, Statutory Auditors of the company will retire at the ensuing Annual General meeting of the Company and are eligible for re-appointment. Shareholders are requested to re-appoint the auditors.

The Company has received a letter from them to the effect that their reappointment, if made, would be within the prescribed limits under Section 224(1B) of the Companies Act, 1956 and that they are not disqualified for reappointment within the meaning of Section 226 of the said Act.

The Notes on Accounts referred to in the Auditors Report are self-explanatory and do not call for any further comments.

SECRETARIAL AUDIT REPORT

As a measure of good corporate governance practice, the Board of Directors of the Company appointed Mr. Mohan Ram Goenka, Practicing Company Secretary, to conduct Secretarial Audit of records and documents of the Company.

The Secretarial Audit Report confirms that the Company has complied with all the applicable provisions of the Companies Act, 1956, Depositories Act, 1996, Listing Agreements with the Stock Exchanges, Securities Contracts (Regulation) Act, 1956 and all the Regulations and Guidelines of SEBI as applicable to the Company, including the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997, the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992.

COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF THE BOARD OF DIRECTORS) RULES, 1988

The relevant data regarding the above is given in the Annexure-I hereto and forms part of this report.

EMPLOYEES

None of the employees fall within the category mentioned in section 217 (2A) of the Companies Act, 1956.

CORPORATE GOVERNANCE

The Company is committed to maintain high standards of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI. The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report.

The requisite Certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49, is attached to this Report.

RELATED PARTIES

Part B (xvii)(b) of Schedule U of the Accounts sets out the nature of transactions with the related parties. Transactions with the Related Parties are carried out at the arm's length. The details of such transactions are placed before the Audit Committee.

CORPORATE SOCIAL RESPONSIBILITY

In terms of societal and environmental contribution, the company has contributed to many philanthropic activities like free eye check up camps, donating money and clothes to the poor and needy, blood Donation camps, spreading education among the low privileged section of the society, planting trees across all its units and developing new gardens at its working sites. The company also contributes financially to mitigate the hardships by providing material help to orphanages. The company trains employable local youth and provides training to them under earn and learn scheme.

ENVIRONMENT, HEALTH AND SAFETY

In terms of its responsibility towards environment, the initiatives undertaken by the company include planting of trees in the vacant land of the plants, creating new gardens, Rain Water Harvesting, usage of transparent sheets for natural sunlight inside the plant, use of turbo ventilators for ventilation purpose and for minimizing the carbon footprints, use of propane gas in the heat treatment plants for reducing the carbon emissions, minimizing effluents through better

monitoring and corrective measures, reduction of quantum of input material, whether it is steel, or usage of inert gases for welding through Value Analysis/Value Engineering activities.

The company follows all statutory and safety norms. Safety is accorded prime importance in the organization. The company has the safety committee in each plant, which oversees the workforce's safety, through ensuring safe conditions and actions. Safety audits and evacuation drills are conducted regularly and all staff members are encouraged to take part in the same and regular training for the awareness of the employees.

Your company has a personal Accident Insurance Policy (group) for ensuring welfare and security to the employees and their families.

ACKNOWLEDGEMENTS

The Board of Directors place on record their gratitude for the co-operation, patronage and support received from Financial Institutions, Bankers, Government Bodies and Employees at all levels.

For and on behalf of the Board of Directors

Place : Kolkata Rajeev Singh Dugal

Date : 28 .05.2011 Managing Director


Mar 31, 2010

The Directors have immense pleasure in presenting their Twenty Third Annual Report along with the Audited Results of the company for the year ended 31st March, 2010.

(Rs. in Lacs)

Particulars Year ended Year ended

31.03.2010 31.03.2009

Gross Turnover 21486.63 21573.50

Earning before Interest,

Depreciation & Tax and Amortization

(EBITDA) 4014.24 4020.40

Interest and financial charges 1747.16 1723.32

Depreciation 1586.85 1603.00

Provision for Taxation 326.97 347.74

Net Profit After Tax 353.26 346.34

Profit/(Loss) Brought forward from

Previous Year 3203.31 2873.82

Profit available for appropriation

as under: 3556.57 3220.16

Dividend on Equity Shares 35.99 14.40

Corporate Tax on Dividend 6.12 2.45

Transfer to General Reserve - -

Surplus carried to Balance Sheet 3514.46 3203.31

STOCK EXCHANGE REQUIREMENTS

The Equity shares of the Company are being traded at BSE and NSE

CREDIT RATING

CREDIT RATING AGENCY LONG TERM/ MEDIUM SHORT TERM

TERM BANK FACILITIES BANK FACILITIES

CARE CARE BBB - PR3

FIXED DEPOSITS

As in the previous year your Company has not received any Fixed Deposits from the Shareholders / Public during the year under review.

ENVIRONMENT PROTECTION AND POLLUTION CONTROL

As required by Pollution control laws, the Company has already submitted Environmental Statement for the Year 2009-10 to the State Pollution Control Board.

The Company continues to accord priority to Environment, Occupational Health and Safety with a commitment to achieve and sustain the highest international standards by keeping emission level as low as possible.

Waste Water Management

The Company has taken all possible steps towards implementation of Rain Water Harvesting System and Waste Management Services working in tandem with Aquakraft Water Solutions.

DIRECTORS RESPONSIBILITY STATEMENT

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

1. that in preparation of Annual Accounts, the applicable Accounting Standards have been followed and there has been no material departure.

2. that the selected accounting policies were applied consistently and the directors 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 as at 31st March, 2010 and of the profits for the year ended on that date.

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

4. That the annual accounts have been prepared on a going concern basis.

AUDITORS

M/s. Deloitte Haskins & Sells, Statutory Auditors of the company will retire at the ensuing Annual General meeting of the Company and are eligible for re-appointment. Shareholders are requested to re-appoint the auditors.

COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF THE BOARD OF DIRECTORS) RULES, 1988

The relevant data regarding the above is given in the Annexure-I hereto and forms part of this report.

EMPLOYEES

None of the employees fall within the category mentioned in section 217(1A) of the Companies Act, 1956.

ACKNOWLEDGEMENTS

The Board of Directors place on record their gratitude for the co-operation, patronage and support received from Financial Institutions, Bankers, Government Bodies and employees at all levels.



For and on behalf of the Board of Directors



Place: Kolkata Rajeev Singh Dugal

Date: 29.05.2010 Chairman & Managing Director

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