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Directors Report of Mazda Ltd.

Mar 31, 2018

To,

THE MEMBERS,

MAZDA LIMITED

The Directors are pleased to present the 28th Annual Report on the business and operations of the company together with the Audited Accounts for the financial year ended March 31, 2018.

1. FINANCIAL PERFORMANCE

(Rs. In Lacs)

Sr.No.

Particulars

2017-18

2016-17

Total revenue

11297.46

12455.33

(Less): Total expenditure

9488.93

10649.59

ii

Profit before depreciation, finance cost & tax

1808.53

1805.74

v

(Less): Finance cost

58.76

47.07

v

(Less): Tax Expenses

414.60

202.96

vi

Cash Profit

1335.17

1555.71

vii

(Less): Depreciation

305.57

263.82

viii

Profit for the year

1029.60

1291.89

ix

Items of OCI for the year

19.05

3.47

x

Surplus brought forward

11371.26

10414.12

xi

Profit after tax available for appropriation

12419.91

11709.48

xii

Dividend on equity shares

310.83

281.03

xiii

Tax on distributed profits

63.28

57.21

xiv

Surplus carried forward

12045.80

11371.26

Note: The previous year figures have been regrouped whenever necessary.

2. DIVIDEND

Your company has a steady dividend payment history and in line with the financial performance of the year 2017-18, your Directors recommend dividend for the year ended 31st March, 2018 at the rate of Rs. 8.10 (i.e. 81%) per equity share of Rs. 10/- each (last year Rs. 7.30 per equity share) amounting to total payment of Dividend of Rs. 344.90 Lacs. The company will pay the Tax on dividend as per the provisions of the Income Tax Act, 1961. The payment of dividend is subject to the approval of the shareholders at the ensuing Annual General Meeting (“AGM”).

3. OPERATIONS

During the year under review, total revenue is reduced by 9% and profit after tax reduced by 20% from the previous financial year.

4. FINANCE AND ACCOUNTS

There are no term loans or interest thereon outstanding during the year under review. Your company is at present using financial assistance in the form of working capital facilities from State Bank of India, Ahmedabad with overall banking limits upto Rs. 22.38 Crores to capture its fund based and non-fund based requirements. The fund based limits are in the form of Cash credit / PCFC loans and non-fund based limits are in the form of Bank Guarantees and LCs.

Your company is sufficiently funded from the internal accruals which has been invested in debt market instruments like fixed maturity plans, liquid funds and bond funds. The market value of the investment has increased from the previous year from Rs. 47.01 Crores to Rs. 56.84 Crores in the year under review.

During the year under review, ICRA has conducted the surveillance of credit facilities and re-affirmed the long term credit ratings to ‘A’ and short term credit ratings to ‘A1’. The outlook of the long term ratings is stable.

5. EXPORTS AND TECHNOLOGY DEVELOPMENTS

Exports for the year were at Rs. 33.70 Crores as compared to Rs. 31.01 Crores for the previous year showing increase by 8.68%.

Your Directors expect moderate improvement in export business in the financial year 2018-19 in anticipation of improved global economic environment.

6. FIXED DEPOSITS

In pursuance of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014, your company has not accepted deposits from the public.

7. INSURANCE

Taking into consideration the multiple risks from riot, fire, earthquake, terrorism and other risks considered by the management, your company’s assets and interest of the company are adequately insured.

8. EMPLOYEE STOCK OPTION

Your company has not issued any Stock Option to their employees.

9. SUBSIDIARIES AND JOINT VENTURES

There are no subsidiaries or joint ventures of your company.

10. DIRECTORS

Your Board of Directors, has always believed in achieving organizational growth by closely monitoring the performance of the company and management. Your Board ensures statutory and ethical conduct with high quality financial reporting. It holds itself accountable to the shareholders as well as other stakeholders for the long-term well-being of the company.

The ‘Board of Directors’ is constituted with appropriate combination of Executive Directors, Non- Executive Directors, Independent Directors and Woman Directors, as per the prevailing regulatory requirements who have immense knowledge and experience of their respective fields.

In accordance with the provisions of Section 152 of the Companies Act, 2013 read with provisions of the Articles of Association of the company, Mr. Samuel Croll - III and Mrs. Houtoxi Contractor, Directors retire by rotation and being eligible, offer themselves for re-appointment.

Brief resume, area of expertise and other details of these Directors forms integral part of the Notice of the Annual General Meeting.

11. KEY MANAGERIAL PERSONNEL

Pursuant to provisions of Sections 2(51) and 203 of Companies Act, 2013 read with rule 8 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 following persons are acting as Key Managerial Personnel of the company as on 31st March, 2018;

- Mr. Sorab Mody, Managing Director

- Mr. Percy Avari, Whole-Time Director

- Mrs. Shanaya Mody Khatua, Whole-Time Director

- Mr. Cyrus Bhagwagar, Chief Financial Officer

- Mr. Nishith Kayasth, Company Secretary

None of the Key Managerial Personnel, has resigned during the year ended on 31st March, 2018.

12. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9 as required under section 92(3) of the Companies Act, 2013 is attached as Annexure - A.

13. NO. OF MEETINGS OF THE BOARD

Five meetings of the Board of Directors were held during the financial year 2017-18, the gap of which not exceeding the period as prescribed under the Companies Act, 2013. The relevant details, including composition of the Board, dates of meetings, attendance and various committees of the Board are given in the Corporate Governance Report forming part of this report.

14. INDEPENDENT DIRECTOR’S FAMILIARIZATION PROGRAMME AND EVALUATION OF BOARD, COMMITTEES AND DIRECTORS

The company has devised a policy for performance evaluation of the Board, Committees and other Directors (including Independent Directors) which includes criteria for performance evaluation of the Non- Executive Directors and Executive Directors.

The Independent Directors carried out annual performance evaluation of the Board, Board Committees and Individual Directors, Chairman and members of the respective Board Committee members. The performance of each Committee was evaluated by the Board, based on report on evaluation received from respective Board Committees.

The details pertaining to Independent Directors familiarization programme and evaluation of Board, their Committees and of the Directors are included in the Corporate Governance Report, which forms part of this report.

15. AUDIT COMMITTEE

The Composition of the Audit Committee is in line with the provisions of Section 177 of the Act read with Regulation 18 of Securities And Exchange Board Of India (Listing Obligations and Disclosure Requirements) Regulations, 2015(“SEBI LODR, 2015”). The Chairman of the Audit Committee is an Independent Director. The Audit Committee invites such of the executives as it considers appropriate to be present at the meeting particularly the Managing Director, the Chief Financial Officer, the representative of Statutory and Cost Auditors and the Internal Auditor of the company. All the members of Audit Committee are financially literate and majority of them have accounting and financial management expertise. Besides having access to all required information within the company, the Committee may investigate any activity within its terms of reference, seek information from any employee. The Board accepted the recommendations of the Audit Committee, if any during the year.

The details pertaining to composition of audit committee, their attendance are included in the Corporate Governance Report, which forms part of this report.

16. SHARE CAPITAL

During the year under review, there has been no change in the paid-up capital of the company. The paid-up equity share capital of the company as on 31st March, 2018 is Rs. 4,25,80,000/During the year under review, the company has neither issued shares with differential voting rights nor granted stock options or sweat equity.

17. DIRECTORS’ RESPONSIBILITY STATEMENT Your Directors confirm that:

(i) In the preparation of the annual accounts for the year ended March 31, 2018, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) 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 as at 31st March, 2018 and of the profit of the company for the year ended on that date;

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

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

(v) The Directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively;

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

18. DECLARATION BY INDEPENDENT DIRECTORS

Your company has received the declarations in the prescribed format from each Independent Director conforming that they meet the criteria of independence as envisaged in the provisions of Section 149 of the Companies Act, 2013, read with Regulation 25 of the SEBI LODR, 2015.

19. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

The requisite details as required by Section 178(3) & (4) of the Companies Act, 2013 and as per the requirement of SEBI LODR, 2015 is attached as Annexure - B.

The policy of the company on directors’ appointment and remuneration, including the criteria for determining qualifications, positive attributes, independence of a director and other matters, as required under sub-section (3) of Section 178 of the Companies Act, 2013, is available on our website, i.e. www.mazdalimited.com.

20. CHANGES IN THE NATURE OF BUSINESS, IF ANY

During the year under review, no changes are found in the nature of business carried on by the company. The company has not changed the class of business in which the company has an interest.

21. REPORTING OF FRAUD BY STATUTORY AUDITORS

There are no incidences of fraud reported by the auditors as required under section 143 (12) of the Companies Act, 2013.

22. AUDITORS AND AUDITORS’ REPORT

- Statutory Auditor

At the 27th Annual General Meeting held on 12th September, 2017, the members have approved appointment of M/s Mayank Shah & Associates, Chartered Accountants, Ahmedabad (Registration No. 106109W) to hold office from 27th AGM up to the conclusion of 32nd Annual General Meeting subject to ratification of their appointment at every Annual General Meeting on such remuneration as may be fixed by the Board apart from reimbursement of out of pocket expenses as may be incurred by them for the purpose of audit.

In accordance with Companies Amendment Act, 2017 enforced on 7th May, 2018 by Ministry Of Corporate Affairs, the appointment of statutory auditors is not required to be ratified at every Annual General Meeting.

During the year under review, M/s Mayank Shah & Associates, Chartered Accountants have informed to the company that their appointment, if made, would be within the limits prescribed under section 141 of the Act. They have also furnished a declaration confirming that their independence as well as their arm’s length relationship with the company and that they have not taken up any prohibited non-audit assignments for the company.

There are no qualifications, reservations or adverse remarks or disclaimers made by the auditors in their report on the financial statements of the company for the financial year ended 31st March, 2018. The notes on the Financial Statements referred to in the Auditors’ Report are self-explanatory and do not call for any comments or explanations.

- Secretarial Auditor

Pursuant to requirement of Section 204 of the Companies Act, 2013 M/s Rutul Shukla & Associates, Practicing Company Secretaries, has conducted secretarial audit of the company for the financial year 2017-18. Secretarial Audit Report given by Rutul Shukla & Associates, Practicing Company Secretaries is attached as Annexure-C.

There are no qualifications, reservations or adverse remarks or disclaimers made by the auditor in their report on the financial statements of the company for the financial year ended 31st March, 2018. The Secretarial Audit Report are self-explanatory and do not call for any comments or explanations.

- Cost Auditor

As per the requirement of Section 148 of the Companies Act read with the Companies (Cost Records and Audit) Rules, 2014, the Board of directors have, based on the recommendation of the Audit Committee, appointed V. H. Shah & Co., Cost Accountant, Ahmedabad (Registration No. 100257) to audit the cost accounts of the company for the financial year 2017-18. As required under the act, necessary resolution seeking members’ ratification for the remuneration payable to V. H. Shah & Co., is part of the notice.

The Cost Audit Report for the financial year 2017-18 will be submitted to the Central Government in the prescribed format within stipulated time period.

23. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE ACT

Particulars of loans and guarantees given and the investments made by the company as at 31st March, 2018 are forming part of financial statements. During the financial year under review, the company has made investments in schemes of various mutual funds market value of which as on 31st March, 2018 is Rs. 56.84 Crores.

24. PARTICULARS OF RELATED PARTY TRANSACTIONS AND POLICY ON RELATED PARTY TRANSACTIONS

All contracts/ arrangements/ transactions entered by the company during the financial year with related parties were in ordinary course of business and on arm’s length basis. Prior omnibus approval of the Audit Committee is obtained on a yearly basis for the transactions which are of a foreseen and repetitive nature. A statement giving details of all Related Parties transactions is placed before the Audit Committee for their approval on quarterly basis. There are no materially significant related party transactions that may have potential conflict with interest of the company at large.

The Particulars of RPTs are stated in note No. 43 in the financial statements of the company.

The policy on materiality of related party transactions and on dealing with related party transactions as approved by the Board may be accessed on the company’s website www.mazdalimited.com.

The RPT policy of the company approved by the Board of Directors is displayed on website of the company.

25. STATE OF AFFAIRS OF THE COMPANY

The state of affairs of the company are mentioned in the Management Discussion and Analysis Report.

26. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY

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

27. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, RESEARCH AND DEVELOPMENT & FOREIGN EXCHANGE EARNINGS & OUTGO

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed in terms of Section 134 of the Act, read with the Companies (Accounts) Rules, 2014, is attached as Annexure - D.

28. RISK MANAGEMENT POLICY

Your company has an elaborate Group Risk Management Framework, which is designed to enable to be identified, assessed and mitigated appropriately. The details related to risk management is given in the Management Discussion and Analysis Report.

29. CORPORATE SOCIAL RESPONSIBILITY POLICY (CSR)

Being a responsible Indian Corporate Citizen and guided by the prevailing regulatory requirements, the company has constituted a ‘Corporate Social Responsibility (CSR) Committee’ in accordance with Section 135 of the Companies Act, 2013 and framed a policy on CSR, summary of which together with details of CSR activities undertaken by the company during the year 2017-18 are available at the website of the company. Pursuant to provisions of Section 135 of the Companies Act, 2013, Mrs. Sheila Mody is the Chairperson of the Committee and Mr. Mohib Khericha and Mr. Percy Avari are members to the Committee.

Your company constantly identifies and implements unique initiatives which are scalable and sustainable and which have the capacity to create a positive impact on the lives of people especially the weaker and undeserved or marginalized sections by contributing to development of health and education of them.

This policy lays a framework to identify and implement different CSR initiatives of the company within the context of this policy and in alignment with relevant provisions of the Companies Act, 2013 while following high standards of Corporate Governance.

CSR Committee of the Board reviews, improves, directs and monitors effective implementation of this policy.

The requisite details on CSR activities pursuant to Section 135 of the Act and as per Annexure attached to the Companies (Corporate Social Responsibility Policy) Rules, 2014 are attached as Annexure - E.

30. PARTICULARS OF REMUNERATION OF MANAGERIAL PERSONNEL AND RELATED DISCLOSURES

The ratio of each director to the median employee’s remuneration and other details in terms of 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 this report and is attached as Annexure - F.

The particulars of employees as required under section 197(12) of the Companies Act, 2013 read with rule 5(2) & 5(3) of the Companies (Appointment and remuneration of Managerial personnel) Rules, 2014 - Not Applicable.

31. REPORT ON CORPORATE GOVERNANCE

The company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by the Securities and Exchange Board of India (SEBI). The report on Corporate Governance as stipulated under the Listing Regulations forms an integral part of this Report. The requisite certificate from the Practicing Secretarial Auditors confirming compliance with the conditions of Corporate Governance to the Report on Corporate Governance is attached as Annexure-G.

32. SIGNIFICANT ORDERS PASSED BY THE REGULATORS, COURTS OR TRIBUNALS IMPACTING GOING CONCERN AND COMPANY’S OPERATIONS

To the best of our knowledge, the company has not received any such orders passed by the regulators, courts or tribunals during the year, which may impact the going concern status or company’s operations in future.

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

Your company has always believed that appropriate standard of conduct should be maintained by the employees in their conduct and that there should be a safe, indiscriminately and harassment free (including sexual harassment) work environment for individual working in the company. It aims at prevention of harassment of employees and lays down the guidelines for reporting and prevention of sexual harassment.

The company has in place a policy against Sexual Harassment at workplace in line with the requirement of Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013. All employees (permanent and contractual) are covered under this policy. No complaints were received by the Committee during the year under review.

34. VIGIL MECHANISM / WHISLTE BLOWER POLICY

Your company has formulated and established a Vigil Mechanism Framework to enable Directors and Employees to report genuine concerns about unethical behavior, actual or suspected fraud or violation of Code of Conduct. The objective of this mechanism is to maintain a redressal system which can process all complaints concerning questionable accounting practices, internal controls or fraudulent reporting of financial information.

The mechanism framed by the company is in compliance with the requirements of the Act and Listing Regulations and available on the website of the company at www.mazdalimited.com.

35. APPRECIATION

Your Board of Directors would like to express their sincere appreciation for the assistance, co-operation and support received from the financial institutions, banks, Government authorities, customers, vendors and members during the year under review. Your Board of Directors also wish to place on record the deep sense of appreciation for the committed services by the company’s executive, staff and workers.

36. CAUTIONARY NOTE

The statements forming part of the Directors’ Report may contain certain forward looking remarks within the meaning of applicable security laws and regulations. The actual results, performance, achievements of the company may be materially different from any future results, performance or achievements that may be expressed or implied by such forward looking statements.

For and on behalf of the Board,

Place : Ahmedabad

Date : 29/05/2018 Sorab Mody Percy Avari

Managing Director Whole-Time Director


Mar 31, 2016

To,

THE MEMBERS,

MAZDA LIMITED

The Directors are pleased to present the 26th Annual Report on the business and operations of the company together with the Audited Accounts for the financial year ended March 31, 2016.

1. FINANCIAL PERFORMANCE

(Rs. In Lacs)

Sr. No.

Particulars

2015-16

2014-15

i

Total revenue

12408.23

11925.44

ii

(Less): Total expenditure

10403.31

10056.19

iii

Profit before depreciation, finance cost & tax

2004.92

1869.25

iv

(Less): Finance cost

86.52

49.73

v

(Less): Tax Expenses

486.51

482.06

vi

Cash Profit

1431.89

1337.46

vii

(Less): Depreciation

227.70

213.29

viii

(Less): Prior period items

0.50

1.27

ix

Profit for the year

1203.69

1122.90

x

Balance of Profit brought forward

7318.62

6684.98

xi

Total Profit available for appropriation

8522.31

7807.88

xii

Transfer to general reserve

125.00

125.00

xiii

Proposed Dividend

281.03

255.48

xiv

Dividend Tax

57.21

52.31

xv

Adjustment in fixed assets

0.00

56.47

xvi

Profit carried to Balance Sheet

8059.07

7318.62

Note: The previous year figures has been regrouped whenever necessary.

2. DIVIDEND

Your Directors are pleased to recommend a dividend of 66% to its equity shareholders i.e. Rs. 6.60/- per equity share of face value of Rs. 10/- each aggregating to Rs. 281.03 Lacs (Previous year Rs. 6.00 per equity share of face value of Rs. 10/- each aggregating to Rs. 255.48 Lacs) and Dividend Distribution Tax payable by the company amounting to Rs. 57.21 Lacs (Previous year Rs. 52.31 Lacs) has been appropriated out of the profits. The payment of dividend is subject to the approval of the Shareholders at the ensuing Annual General Meeting.

3. TRANSFER TO RESERVES

During the year under review, your directors propose to transfer the amount of Rs. 125.00 Lacs (Previous year Rs. 125.00 Lacs) to the General Reserve out of the profits of the company.

4. OPERATIONS

During the year under review, your company reported a top-line growth of 4% over the previous year. The Profit before Tax for the year is Rs. 16.91 Crores as against Rs. 16.06 Crores for the previous year showing increase by 5%.

5. FINANCE AND ACCOUNTS

There are no term loans or interest thereon outstanding during the year under review. Your company is at present using financial assistance in the form of working capital facilities from State Bank of India, Ahmedabad with overall banking limits up to Rs. 24.38 Crores to capture its fund based and non-fund based requirements. The fund based limits are in the form of Cash credit / PCFC loans and non-fund based limits are in the form of Bank Guarantees and LCs.

Your company is sufficiently funded from the internal accruals which has been invested in debt market instruments like fixed maturity plans, liquid funds and bond funds. The investment amount has increased from the previous year investment of Rs. 32.66 Crores to Rs. 41.16 Crores in the year under review.

During the year under review, ICRA has conducted the surveillance of credit facilities and re-affirmed the long term credit ratings to ‘A’ and short term credit ratings to ‘A1 ’. The outlook of the long term ratings is stable.

6. EXPORTS AND TECHNOLOGY DEVELOPMENTS

Exports for the year were at Rs. 26.10 Crores as compared to Rs. 32.10 Crores for the previous year showing decrease compared to the last year due to adverse situation in the global economy.

Your company is continuously improving their technology by way of in-house Research & Development facility and by way of technology collaboration agreement with the global entities.

7. FIXED DEPOSITS

Your company has not accepted any new Fixed Deposits during the year under review. There are no fixed deposits pending in the financial year under review.

8. INSURANCE

The properties and insurable assets and interest of the company, like building, plant and machinery and stocks, among others are adequately insured.

9. MANAGEMENT DISCUSSION AND ANALYSIS

(a) Industry Structure and Developments:

The Economic Survey of India reports the India GDP growth for fiscal 2015-16 at 7.5% making it the fastest growing economy in the world. The effect of gradual implementation of structural reforms is also expected to contribute to higher growth due to major reforms including progress on reforms like Goods and Service tax.

The Indian economy is still volatile in financial year 2015-16, in spite of the fragile business conditions, your company has maintain its presence in the domestic as well as international market. Your company has continued to invest in expansion of our manufacturing and engineering capabilities.

With our comprehensive product range and long years of experience, your company continues to be a preferred supplier for many major customers for a wide range of industry segment for vacuum products. Engineering Business:

The overall business condition of engineering business has remained stagnant for the year under review. Your company’s performance is satisfactory compared to the performance of the engineering sector. Your company has successfully dispatched a large four stage Evaporator system which was supplied for installation at a Common Effluent Treatment Plant (CETP) and it has been successfully commissioned in the year under review. Your company is expecting additional orders from this CETP as well as from other CETPs.

Food Business:

The food division this year has performed very well owing to its outreach to new customers in U.A.E. and Europe. The supply in the domestic Indian market has grown steadily with BCool becoming a recognizable brand in the South of India.

Additionally, your company has also focused on promoting new products which were developed last year including Mango chutney. This product has also shown a lot of promise with repeat orders and increased volume demand from the customers. Your company has broadened natural flavoring and essence range by increasing the number of products offered in its natural range. Your company will soon be shifting to a larger and better manufacturing premises. This will help your company further expand all product types. This additional capacity will enable your company to diversify into new food products and add entirely new product lines to the existing range.

Your company is adding British Retail Consortium (BRC) certification to its quality certificates. Your company has increased and expanded its quality control by purchasing new testing machinery for in-house testing. Your company is also now getting its products externally tested on a regular basis to ensure that our customers receive the highest quality products.

(b) Segment-wise Performance:

Your company has divided the business in two segments i.e. Engineering Division and Food division. Due to overall adverse conditions in the engineering sector, your company’s performance in the engineering segment shows increase in turnover by 3% and the profit in the engineering segment has increased by 4%.

The food business has done exceptionally well in this year which is reflected by an increase in turnover by 8% and profits by 154% due to favourable conditions. The increase in profits in the current year vis a vis the previous year look out of proportion mainly due to a major write off in the previous year related to one defaulting customer.

(c) Outlook:

The outlook for the financial year 2016-17 is optimistic with the GDP growth rate projected to be around 7.5%. As per the Government Report, the slow but steady improvement in size of the Indian economy is likely to continue in 2016-17.

Your company will continue to focus on revenue growth through in house product research facility and addition of new products to our current line of business. Cost reduction will continue to be focus area to ensure profitability.

The process of the land purchasing for setting up the manufacturing facility is completed in the month of July 2016. The setting up of new manufacturing unit will commence shortly.

Trials with new type of absorbent are going on with the technology partner ‘CNIM’ for design and manufacturing of Absorption Refrigeration Units.

The new technology and know-how derived from the Spanish company for Freeze Crystallization System for Zero Liquid Discharge is picking up and your company has dispatched one of the equipment to a Pharmaceutical Company. Another system to one of the reputed client in the Agro Industries will be dispatched during the current financial year. These systems are useful for effluent treatment and achieve Zero Liquid Discharge (ZLD) in agro chemical, chemicals, pesticides and other related industries.

Your company has received a large order for Electro Static Precipitator (ESP) for supply to Soda Ash Industry.

(d) Threat and concerns:

The primary threat continues to be the slow improvement of business sentiment in the engineering products. The revival of the capital intensive projects is key to the success of our company.

However, your company is securing customer orders with superior product quality and strong brand image in the engineering business. Our continuous focus on innovation and up gradation of the technology ensures that we stay ahead in the competition.

(e) Internal control systems and risk management:

The company’s management is responsible for establishing and maintaining an adequate system of internal controls over financial reporting. Your company has a system of Internal Financial Controls and such policies and procedures to be adopted by the company for ensuring efficient conduct of its business, including adherence to company’s policies ensures that all its assets are properly safeguarded and not exposed to risks arising out of unauthorized use or disposal, the accuracy and completeness of the accounting records and the timely preparation of the financial information.

The Internal Financial Control system facilitate prevention and timely detection of any irregularities, errors and frauds. The Internal Controls are continuously assessed and improved or modified to meet changes in business conditions, statutory and accounting requirements.

The company through its Internal Auditors carries out periodic audits to independently asses the design and operating effectiveness of the internal control system to provide a credible assurance to the Board of Directors and the Audit Committee regarding adequacy and operating effectiveness of the Internal Control System. The observations arising out of audit are periodically reviewed by the Audit Committee.

Like any other ongoing business, your company is exposed to a number of potential risks that can adversely affect its business. Your company has established Risk Management System to ensure that risks to the Company’s existence as a going concern and to its development are identified and addressed on timely basis.

The risk management system consists of multi phased process. Initially, all risks are identified by different departments and identified and reported to the management. These risks are then analyzed and evaluated by the company’s management team before these are reported to the Board of Directors.

Your company continuously seeks to identify, assesses, review, manage and work on developing the robustness of the system in term of adequate internal controls and compliances. The business risks are identified and manage throughout all the staff of the company through communication process.

(f) Health, Safety & Environment:

The management is committed to conducting the company’s business in a sustainable manner with stringent procedures around safety systems and processes. Employees across the company were extensively trained and educated on safety awareness and safety measures.

Your company’s manufacturing facility at all four units and corporate office are OHSAS 18001:2007 and ISO 9001:2008 & 14001:2015 certified.

(g) Human Resources and Industrial Relations:

Your company has in place well-established human resource processes for attracting, retaining and nurturing talent by adopting a transparent system of performance evaluation and rewarding performers. Needless to mention that the human resource policies of your company ensure motivation to the employees to give their best and remain committed to achieve the overall objective of the company.

Your company continues to have a smooth and enabling work climate that promotes performance, and innovative thinking while adhering to the highest standard of integrity, trust and ethical behavior.

During the year, extensive training and developmental activities were undertaken for the employees. The company has employed 217 personnel as at 31st March, 2016. All the employees are having the required qualifications to perform their jobs. Employee’s relations continue to be smooth and cordial and the work atmosphere remain congenial through the year.

10. EMPLOYEE STOCK OPTION

Your company has not issued any Stock Option to their employees.

11. SUBSIDIARIES AND JOINT VENTURES

There are no subsidiaries or joint ventures of your company.

12. DIRECTORS

The Board consists of Executive and Non-executive Directors including Independent Directors who have wide and varied experience in different disciplines of corporate functioning.

In accordance with the provisions of Section 152 of the Companies Act, 2013 read with provisions of the Articles of Association of the company, Mr. Percy Avari and Mrs. Shanaya Mody Khatua, Directors retire by rotation and being eligible, offer themselves for re-appointment.

Brief resume, area of expertise and other details of these Directors forms integral part of the Notice of the Annual General Meeting.

13. KEY MANAGERIAL PERSONNEL

Pursuant to provisions of Sections 2(51) and 203 of Companies Act, 2013 read with rule 8 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 following persons are acting as Key Managerial Personnel of the company as on 31st March, 2016;

-Mr. Sorab Mody, managing Director

-Mr. Percy Avari, Whole-Time Director

-Mrs. Shanaya Mody Khatua, Whole-Time Director

-Mr. Cyrus Bhagwagar, Chief Financial Officer

-Mr. Nishith Kayasth, Company Secretary

None of the Key Managerial Personnel, has resigned during the year ended on 31st March, 2016.

14. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9 as required under section 92(3) of the Companies Act, 2013 is attached as Annexure - A.

15. NO. OF MEETINGS OF THE BOARD

During the year under review, the Board of Director met five times, with gap between Meetings not exceeding the period prescribed under the Companies Act, 2013. The details of the Board and Board committee meetings held during the year are given in the Corporate Governance Report which forms part of the Annual Report.

16. INDEPENDENT DIRECTOR''S FAMILIARIZATION PROGRAMME AND EVALUATION OF BOARD, COMMITTEES AND DIRECTORS

The details pertaining to Independent Directors familiarization programme and evaluation of Board, their Committees and of the Directors are included in the Corporate Governance Report, which forms part of this report.

17. AUDIT COMMITTEE

The details pertaining to composition of audit committee are included in the Corporate Governance Report, which forms part of this report.

The Board accepted the recommendations of the Audit Committee whenever made by the Committee during the year.

18. SHARE CAPITAL

During the year under review, the company has not increased its paid up capital. The paid up equity share capital of the Company as on 31st March, 2016 is Rs. 4,25,80,000/-.

During the year under review, the Company has neither issued shares with differential voting rights nor granted stock options or sweat equity.

19. DIRECTORS’ RESPONSIBILITY STATEMENT

Your Directors confirm that:

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

(ii) 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 as at 31st March, 2016 and of the profit of the company for the year ended on that date;

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

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

(v) The directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively;

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

20. DECLARATION BY INDEPENDENT DIRECTORS

All the Independent Directors of the company have furnished declarations that they qualify the conditions of being Independent as per Section 149(6) & (7) of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

21. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

The requisite details as required by Section 178(3) & (4) and as per the requirement of SEBI (Listing Obligations and Disclosure Requirements) regulations, 2015 is attached as Annexure - B.

22. CHANGES IN THE NATURE OF BUSINESS, IF ANY

There are no change in the nature of business carried on by the company. The company has not changed the class of business in which the company has an interest.

23. REPORTING OF FRAUD BY STATUTORY AUDITORS

There are no incidence of fraud reported by the auditors as required under section 143 (12) of the Companies Act, 2013.

24. AUDITORS AND AUDITORS’ REPORT

- Statutory Auditor

At the 25th Annual General Meeting held on 1st September, 2015, the members have approved reappointment of Apaji Amin & Co., Chartered Accountants, Ahmedabad (Registration No. 100513W) to hold office from last AGM upto the conclusion of 26th Annual General Meeting on such remuneration as may be fixed by the Board apart from reimbursement of out of pocket expenses as may be incurred by them for the purpose of audit.

M/s Apaji Amin & Co. LLP, Chartered Accountants have informed to the company that their appointment, if made, would be within the limits prescribed under section 141 of the Act. They have also furnished a declaration confirming that their independence as well as their arm''s length relationship with the Company and that they have not taken up any prohibited non-audit assignments for the company.

There are no qualifications, reservations or adverse remarks or disclaimers made by the auditors in their report on the financial statements of the company for the financial year ended 31st March, 2016. The notes on the Financial Statements referred to in the Auditors Reports are self-explanatory and do not call for any comments or explanations.

-Secretarial Auditor

Pursuant to Section 204 of the Companies Act, 2013 Secretarial Audit Report for the financial year ended on 31st March, 2016 given by Rutul Shukla & Associates, Practicing Company Secretaries is attached as Annexure - C.

There are no qualifications, reservations or adverse remarks or disclaimers made by the auditor in their report on the financial statements of the company for the financial year ended 31st March, 2016. The Secretarial Auditor Report are self-explanatory and do not call for any comments or explanations.

-Cost Auditor

As per the requirement of Section 148 of the Companies Act read with the Companies (Cost Records and Audit) Rules, 2014, the Board of directors have, based on the recommendation of the Audit Committee, appointed Shri V. H. Shah, Cost Auditors, Ahmedabad (Registration No. 100257) to audit the cost accounts of the company for the financial year 2016-17 commencing from 01st April, 2016 to 31st March, 2017 on a remuneration of Rs. 1 Lac. As required under the act, necessary resolution seeking members’ ratification for the remuneration payable to Shri V. H. Shah is part of the notice.

25. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE ACT

Particulars of loans and guarantees given and the investments made by the company as at 31st March, 2016 are forming part of financial statements. During the financial year under review, the company has made investments in schemes of various mutual funds closing balance of which as on 31st March, 2016 is Rs. 41.16 Crores.

26. PARTICULARS OF RELATED PARTY TRANSACTIONS AND POLICY ON RELATED PARTY TRANSACTIONS

All Related Party Transactions (RPTs) that were entered into during the year under review were on arm’s length basis and in ordinary course of business. All RPTs are placed before Audit Committee for their approval. Prior omnibus approval of the Audit Committee is obtained on a yearly basis for the transactions which are of a foreseen and respective nature. A statement giving details of all RPTs is placed before the Audit Committee for their approval on quarterly basis.

The Particulars of RPTs are stated in note No. 33 in the financial statements of the company.

There are no materially significant related party transactions made by the company during the year under review. The RPTs policy of the company approved by the Board of Directors is displayed on website of the company www.mazdalimited.com.

27. STATE OF AFFAIRS OF THE COMPANY

The state of affairs of the company are mentioned in the Management Discussion and Analysis Report.

28. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY

Except as disclosed elsewhere in this report, no material changes and commitments affecting the financial position of the company have occurred between the end of financial year to which the financial statements relate and the date of the Directors’ Report.

29. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, RESEARCH AND DEVELOPMENT AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption, foreign exchange earnings and outgo as required, to be disclosed in terms of Section 134 of the Act, read with the Companies (Accounts) Rules, 2014, is attached as Annexure - D.

30. RISK MANAGEMENT POLICY

The company has structured a risk management policy. The details related to risk management is given in the Management Discussion and Analysis Report.

31. CORPORATE SOCIAL RESPONSIBILITY POLICY (CSR)

Pursuant to the provision of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the company has constituted a CSR Committee. Mrs. Sheila Mody is the Chairperson of the Committee and Mr. Mohib Khericha and Mr. Percy Avari are members to the Committee. The Board of Directors, based on the recommendations of the Committee, formulated a CSR Policy encompassing company’s philosophy, laying down the guidelines and mechanisms for undertaking various social welfare programme for development of the community at large. CSR policy of the company is available at its website: www.mazdalimited.com.

The requisite details on CSR activities pursuant to Section 135 of the Act and as per Annexure attached to the Companies (Corporate Social Responsibility Policy) Rules, 2014 are attached as Annexure - E.

32. PARTICULARS OF REMUNERATION OF MANAGERIAL PERSONNEL AND RELATED DISCLOSURES

The ratio of each director to the median employee’s remuneration and other details in terms of 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 this report and is attached as Annexure - F.

The particulars of employees as required under section 197(12) of the Companies Act, 2013 read with rule 5(2) & 5(3) of the Companies (Appointment and remuneration of Managerial personnel) Rules, 2014 - Not Applicable

33. LISTING OF EQUITY SHARES:

The Securities and Exchange Board of India (SEBI), on 2nd September, 2015, issued SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with the aim to consolidate and streamline the provisions of the Listing Agreement for different segments of capital markets to ensure better enforceability. The said regulations were effective 1st December, 2015. Accordingly, all listed entities were required to enter into the Listing Agreement within six months from the effective date. The Company entered into Listing Agreement with BSE Limited for the same.

34. REPORT ON CORPORATE GOVERNANCE

Pursuant to Regulation 34(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate section on Corporate Governance together with a certificate from the Practicing Company Secretary confirming compliance is set out in the Annexure forming part of Corporate Governance Report attached as Annexure - G.

35. SIGNIFICANT ORDERS PASSED BY THE REGULATORS, COURTS OR TRIBUNALS IMPACTING GOING CONCERN AND COMPANY’S OPERATIONS

To the best of our knowledge, the company has not received any such orders passed by the regulators, courts or tribunals during the year, which may impact the going concern status or company’s operations in future.

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

In line with The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules made there under, the Company has adopted a "Policy on Prevention of Sexual Harassment at Workplace" There is no complaint related to the Sexual Harassment received during the year under review.

37. VIGIL MECHANISM / WHISLTE BLOWER POLICY

The Board of Directors had adopted the Vigil Mechanism / Whistle Blower Policy. The Policy has provided a mechanism for Directors, Employees and other persons dealing with the company to report to the Chairman of the Audit Committee, any instance of unethical behavior, actual or suspected fraud or violation of the Code of Conduct of the company. The details of the policy has been uploaded on the website of the company www.mazdalimited.com.

38. APPRECIATION

Your Board takes this opportunity to express its sincere appreciation of the excellent contribution made by all its employees towards the overall performance of your company. Your Directors also thank all the shareholders, distributors, suppliers, bankers and other business associates for their valuable service and support during the year under review.

39. CAUTIONARY NOTE

The statements forming part of the Directors’ Report may contain certain forward looking remarks within the meaning of applicable security laws and regulations. The actual results, performance, achievements of the company may be materially different from any future results, performance or achievements that may be expressed or implied by such forward looking statements.

For and on behalf of the Board,

Place : Ahmedabad

Date: 06/08/2016 Sorab Mody Percy Avari

Managing Director Whole-Time Director


Mar 31, 2015

THE MEMBERS,

MAZDA LIMITED

In the silver jubilee year of the company's operations, Your Directors are pleased to present the 25th Annual Report on the business and operations of the company together with the Audited Accounts for the year ended March 31, 2015.

1. FINANCIAL PERFORMANCE

(Rs In Lacs) Particulars 2014-15 2013-14

Total revenue 11925.44 10499.23

(Less): Total expenditure 10056.19 8790.25

Profit before depreciation, finance cost & tax 1869.25 1708.98

(Less): Finance cost 49.73 94.30

(Less): Tax Expenses 482.06 452.62

Cash Profit 1337.46 1162.06

(Less): Depreciation 213.29 135.28

(Less): Prior period items 1.27 1.44

Profit for the year 1122.90 1025.34

Balance of Profit brought forward 6684.98 6058.63

Total Profit available for appropriation 7807.88 7083.97

Transfer to general reserve 125.00 125.00

Proposed Dividend 255.48 234.19

Dividend Tax 52.31 39.80

Adjustment in fixed assets 56.47 0.00

Profit carried to Balance Sheet 7318.62 6684.98

2. DIVIDEND & RESERVES

Your Directors are pleased to recommend a dividend of 60% to its equity shareholders i.e. Rs. 6/- per equity share of face value of Rs. 10/- each aggregating to Rs. 255.48 Lacs (Previous year Rs. 5.50 per equity share of face value of Rs. 10/- each aggregating to Rs. 234.19 Lacs). The payment of dividend is subject to the approval of the Shareholders at the ensuing Annual General Meeting.

During the year under review, your directors propose to transfer the amount of Rs. 125.00 Lacs (Previous year Rs.125.00 Lacs) to the General Reserve.

3. OPERATIONS

During the year under review, amid optimism and rising business sentiments, your company reported a top-line growth of 14% over the previous year. The Profit before Tax for the year is Rs. 16.06 Crores as against Rs. 14.79 Crores for the previous year showing increase by 9%.

4. FINANCE AND ACCOUNTS

There are no term loans or interest thereon outstanding during the year under review. Your company is at present using financial assistance in the form of working capital facilities from State Bank of India, Ahmedabad with overall banking limits upto Rs. 24.38 Crores to capture its fund based and non-fund based requirements. The fund based limits are in the form of Cash credit / PCFC loans and non-fund based limits are in the form of Bank Guarantees and LCs.

Your company is sufficiently funded from the internal accruals and cash accrual from sale of valve division which has been invested in debt market instruments like fixed maturity plans, liquid funds and bond funds. The investment amount has increased from the previous year investment of Rs. 29.71 Crores to Rs. 32.66 Crores in the year under review.

During the year under review, ICRA has conducted the surveillance of credit facilities and re-affirmed the long term credit ratings to 'A' and short term credit ratings to 'A1'. The outlook of the long term ratings is stable.

5. EXPORTS AND TECHNOLOGY DEVELOPMENTS

Exports for the year were at Rs. 32.10 Crores as compared to Rs. 31.07 Crores for the previous year showing marginal increase compared to the last year. Despite adverse situations in the global economy, your company has maintained its exports.

Your company is continuously improving their technology by way of in-house Research & Development facility and by way of technology collaboration agreement with the global entities.

6. FIXED DEPOSITS

Your company has not accepted any new Fixed Deposits during the year under review. There are no fixed deposits pending in the financial year under review.

7. INSURANCE

The properties and insurable assets and interest of the company, like building, plant and machinery and stocks, among others are adequately insured.

9. EMPLOYEE STOCK OPTION

Your company has not issued any Stock Option to their employees.

10. SUBSIDIARIES AND JOINT VENTURES

There are no subsidiaries or joint ventures of your company.

11. DIRECTORS

The Board consists of Executive and Non-executive Directors including Independent Directors who have wide and varied experience in different disciplines of corporate functioning.

During the year under review, members at their previous Annual General Meeting approved the appointment of Mr. Nilesh Mankiwala and Mr. Saurin Palkhiwala as Independent directors for a term of five years. In the said meeting Mr. Mohib Khericha was re-appointed as an Independent Director and Chairman of the company.

Mr. Samuel W. Croll-III and Mrs. Houtoxi F. Contractor, Directors retire by rotation and being eligible, offer themselves for re-appointment.

Brief resume, area of expertise and other details of these Directors are mentioned as Annexure-A.

12. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9 as required under section 92(3) of the Companies Act, 2013 is attached as Annexure - B.

13. NO. OF MEETINGS OF THE BOARD

During the year under review, the Board of Director met five times. The details of the Board Meeting is provided in the Corporate Governance Report.

14. DIRECTORS' RESPONSIBILITY STATEMENT

Your Directors confirm that:

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

(ii) 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 as at 31st March, 2015 and of the profit of the company for the year ended on that date;

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

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

(v) The directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively;

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

15. REPORTING OF FRAUD BY STATUTORY AUDITORS

There are no incidence of fraud reported by the auditors as required under section 143 (12) of the Companies Act, 2013.

16. DECLARATION BY INDEPENDENT DIRECTORS

All the Independent Directors of the company have furnished declarations that they qualify the conditions of being Independent as per Section 149(6) & (7) of the Companies Act, 2013.

17. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

The requisite details as required by Section 178(3) &(4) and as per the requirement of clause 49 of the Listing Agreement with the Stock Exchanges is attached as Annexure -C.

18. AUDITORS AND AUDITORS' REPORT

- Statutory Auditor

At the 24th Annual General Meeting held on 30th September, 2014, the members have approved re- appointment of Apaji Amin & Co., Chartered Accountants, Ahmedabad (Registration No. 100513W) to hold office from last AGM upto the conclusion of 25th Annual General Meeting on such remuneration as may be fixed by the Board apart from reimbursement of out of pocket expenses as may be incurred by them for the purpose of audit.

There are no qualifications, reservations or adverse remarks or disclaimers made by the auditors in their report on the financial statements of the company for the financial year ended 31st March, 2015. The notes on the Financial Statements referred to in the Auditors Reports are self-explanatory and do not call for any comments or explanations.

- Secretarial Auditor

Pursuant to Section 204 of the Companies Act, 2013 Secretarial Audit Report for the financial year ended on 31st March, 2015 given by Rutul Shukla & Associates, Practicing Company Secretaries is attached as Annexure - D. The Secretarial Auditor Report are self-explanatory and do not call for any comments or explanations.

- Cost Auditor

In the year under review, cost audit is not mandatory for the company inspite of the same, the audit of cost accounts relating to the manufacturing of machineries is carried out during the year. As per the requirement of Section 148 of the Companies Act read with the Companies (Cost Records and Audit) Rules, 2014, the Board of directors have, based on the recommendation of the Audit Committee, appointed Shri V. H. Shah, Cost Auditors, Ahmedabad (Registration No. 100257) to audit the cost accounts of the company for the financial year 2015-16 commencing from 01st April, 2015 to 31st March, 2016 on a remuneration of Rs. 1 Lac. As required under the act, necessary resolution seeking members' ratification for the remuneration payable to Shri V. H. Shah is part of the notice.

19. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE ACT

Particulars of loans given and the investments made by the company as at 31st March, 2015 are forming part of financial statements. During the financial year under review, the company has made investments in schemes of various mutual funds closing balance of which as on 31st March, 2015 is Rs. 32.63 Crores.

20. PARTICULARS OF RELATED PARTY TRANSACTIONS

All related party transactions that were entered into, during the year under review were on arm's length basis and in ordinary course of business. There are no materially significant related party transactions made by the company during the year. Related party transactions policy is available on website of the company i.e. www.mazdalimited.com.

21. STATE OF AFFAIRS OF THE COMPANY

The state of affairs of the company are mentioned in the Management Discussion and Analysis Report.

22. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY

No material changes and commitments affecting the financial position of the company have occurred between the end of financial year to which the financial statements relate and the date of the Directors' Report.

23. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, RESEARCH AND DEVELOPMENT AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption, foreign exchange earnings and outgo as required, to be disclosed in terms of Section 134 of the Act, read with the Companies (Accounts) Rules, 2014, is attached as Annexure - E.

24. RISK MANAGEMENT POLICY

The company has structured a risk management policy. The details related to risk management is given in the Management Discussion and Analysis Report.

25. CORPORATE SOCIAL RESPONSIBILITY POLICY (CSR)

Pursuant to the provision of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the company has constituted a CSR Committee. Mrs. Sheila Mody is the Chairperson of the Committee and Mr. Mohib Khericha and Mr. Percy Avari are members to the Committee.

The Board of Directors, based on the recommendations of the Committee, formulated a CSR Policy encompassing company's philosophy, laying down the guidelines and mechanisms for undertaking various social welfare programme for development of the community at large. CSR policy of the company is available at its website: www.mazdalimited.com.

The requisite details on CSR activities pursuant to Section 135 of the Act and as per Annexure attached to the Companies (Corporate Social Responsibility Policy) Rules, 2014 are attached as Annexure - F.

26. PERFORMANCE EVALUATION OF BOARD AND ITS DIRECTORS AND COMMITTEES TO THE BOARD

In compliance with the provisions of the Companies Act, 2013 and clause 49 of the Listing Agreement, the performance evaluation of the Board, their Committees and their members were carried out. The criteria for the same is given in the Corporate Governance Report.

27. PARTICULARS OF REMUNERATION OF MANAGERIAL PERSONNEL AND RELATED DISCLOSURES

The ratio of each director to the median employee's remuneration and other details in terms of 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 this report and is attached as Annexure - G.

The statement containing particulars of employees as required under section 197(12) of the Companies Act, 2013 read with rule 5(2) & 5(3) of the Companies (Appointment and remuneration of Managerial personnel) Rules, 2014 forms part of this report and is attached as Annexure - H.

28. REPORT ON CORPORATE GOVERNANCE

As per Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section on Corporate Governance together with a certificate from the Practicing Company Secretary confirming compliance is set out in the Annexure forming part of Corporate Governance Report attached as Annexure - I.

29. SIGNIFICANT ORDERS PASSED BY THE REGULATORS, COURTS OR TRIBUNALS IMPACTING GOING CONCERN AND COMPANY'S OPERATIONS

To the best of our knowledge, the company has not received any such orders passed by the regulators, courts or tribunals during the year, which may impact the going concern status or company's operations in future.

30. APPRECIATION

Your Board takes this opportunity to express its sincere appreciation of the excellent contribution made by all its employees towards the overall performance of your company. Your Directors also thank all the shareholders, distributors, suppliers, bankers and other business associates for their valuable service and support during the year under review.

For and on behalf of the Board, Place : Ahmedabad Date : 01/08/2015 Sorab Mody Percy Avari Managing Director Whole-Time Director


Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the Twenty Fourth Annual Report on the business and operations of the company together with the Audited Accounts for the year ended March 31, 2014.

1. FINANCIAL RESULTS (Rs. In Lacs) Sr. Particulars 2013-14 2012-13 No.

i Total revenue 10507.08 12254.72

ii (Less): Total expenditure 8798.11 10170.32

iii Profit before depreciation, finance cost & tax 1708.97 2084.40

iv (Less): Finance cost 94.30 63.71

v (Less): Tax Expenses 452.62 638.61

vi Cash Profit 1162.05 1382.08

vii (Less): Depreciation 135.27 142.92

viii (Less): Prior period items 1.44 2.60

ix Profit for the year 1025.34 1236.56

x Balance of Profit brought forward 6058.63 5196.15

xi Total Profit available for appropriation 7083.97 6432.71

xii Transfer to general reserve 125.00 125.00

xiii Proposed Dividend 234.19 212.90

xiv Dividend Tax 39.80 36.18

xv Profit carried to Balance Sheet 6684.98 6058.63

2. DIVIDEND

The Board of Directors are pleased to recommend a final dividend of 55% to its equity shareholders i.e. Rs. 5.50/- per equity share of face value of Rs. 10/- each (Previous year Rs. 5/- per equity share of face value of Rs. 10/- each). The payment of final dividend is subject to the approval of the Shareholders at the ensuing Annual General Meeting.

3. TRANSFER TO GENERAL RESERVE

Your directors propose to transfer the amount of Rs. 125.00 Lacs (Previous year Rs. 125.00 Lacs) to the General Reserve, having regard to the requirements of Section 205 (2A) of the Companies Act, 1956 and with reference to the Companies (Transfer of profits to Reserve) Rules, 1975.

4. OPERATIONS

During the year under review, due to adverse market conditions and overall slowdown in the economy, the turnover of the company has reduced to Rs. 102.99 Crores against Rs. 120.99 Crores for the previous year showing decrease by 15%. The Profit before Tax for the year is Rs. 14.79 Crores as against Rs. 18.77 Crores for the previous year showing decrease by 21%.

5. FINANCE AND ACCOUNTS

There are no term loans or interest thereon outstanding during the year under review. Your company is at present using financial assistance in the form of working capital facilities from State Bank of India, Ahmedabad and has increased its non-fund based credit limits by Rs. 5 Crores which makes overall banking limits upto Rs. 24.38 Crores to capture its fund based and non-fund based requirements. The fund based limits are in the form of Cash credit / PCFC loans and non-fund based limits are in the form of Bank Guarantees and LCs. Your company is sufficiently funded from the internal accruals and cash accrual from sale of valve division which has been invested in debt market instruments like fixed maturity plans, liquid funds and bond funds. The investment amount has increased from the previous year investment of Rs. 18.97 Crores to Rs. 29.71 Crores in the year under review.

During the year under review, ICRA has conducted the surveillance of credit facilities and re-affirmed the long term credit ratings to ''A'' and short term credit ratings to ''A1''. The outlook of the long term ratings is stable.

6. MANAGEMENT DISCUSSION AND ANALYSIS

7. EXPORTS AND TECHNOLOGY DEVELOPMENTS

Exports for the year were at Rs. 31.07 Crores as compared to Rs. 38.60 Crores for the previous year decreasing by almost 20% compared to the last year. The export business of your company has shown decrease due to overall recession in the international markets.

Your company is implementing latest technologies to manufacture better quality products. Improved technologies results into better quality production which enhance the reputation of the company in the domestic as well as international market.

8. FIXED DEPOSITS

Your company has not accepted any Fixed Deposits during the year under review. There are no Fixed Deposits pending in the Financial year under review.

9. INSURANCE

The assets of the company are adequately insured against the loss of fire, riot, earthquake, terrorism, etc. and other risks which are considered necessary by the management.

10. DIRECTORS

The Board consists of Executive and Non-executive Directors including Independent Directors who have wide and varied experience in different disciplines of corporate functioning.

During the year under review, Dr. Nanalal C. Mehta, Chairman and Mr. Dady Contractor, Director have resigned from the Board of Directors of the company due to old age and health reasons. Mr. Harbhajansingh Khalsa, Director resigned from the Board of Directors of the company due to preoccupation elsewhere.

Mrs. Sheila S. Mody, Director, retires by rotation and being eligible, offer herself for re-appointment.

The Board in its meeting held on 02/08/2014, pursuant to the provisions of Sections 149, 150, 152, 178 and other applicable provisions of the Companies Act, 2013 and the rules made thereunder read with Schedule IV of the Act, subject to approval of shareholders, appointed Mr. Mohib Khericha, existing Independent Director, as Independent Director on the Board of Directors of the Company, for a period of five consecutive years from the date of ensuing Annual General Meeting upto the date of 29th Annual General Meeting of the company.

The Board has also recommended to shareholders the appointment of Mr. Nilesh Mankiwala and Mr. Saurin Palkiwala as Independent directors on Board of the company for a period of Five years effective from the date of ensuing Annual General meeting.

Brief resume, area of expertise and other details of terms of appointment of these Directors forms integral part of the Notice of the Annual General Meeting.

All the Independent Non-Executive Directors of the company have furnished declarations that they qualify the conditions of being Independent as per Section 149(6) & (7) of the Companies Act, 2013.

11. DIRECTORS'' RESPONSIBILITY STATEMENT

Your Directors confirm that:

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

(ii) 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 as at 31st March, 2014 and of the profit of the company for the year ended on that date;

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

(iv) The Directors have prepared the annual accounts on a going concern basis.

12. REPORT ON CORPORATE GOVERNANCE

As per Clause 49 of the Listing Agreement with the stock exchanges, a separate section on Corporate Governance together with a certificate from the Statutory Auditors confirming compliance is set out in the Annexure forming part of Corporate Governance Report.

13. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, RESEARCH AND DEVELOPMENT AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information pursuant to Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the report of the Board of Directors) Rules, 1988 regarding Conservation of Energy, Technology Absorption, Research & Development and Foreign Exchange earnings & outgo are given in Annexure - A which forms part of Directors'' Report.

14. STATUTORY AUDITORS

M/s. Apaji Amin & Co., Chartered Accountants, Statutory Auditors of the Company, retire at the ensuing Annual General Meeting and have expressed their willingness to continue, if so appointed as statutory auditors for the financial year 2014-15. As required under the provisions of Sections 139 and 141 of the Companies Act, 2013, the Company has obtained a written consent from the Auditors proposed to be re-appointed.

The Company has received letters from M/s. Apaji Amin & Co., Chartered Accountants to the effect that their appointment, if made, would be within the prescribed limits under Section 141 (3)(g) of the Companies Act, 2013 and that they are not disqualified from being appointed as Statutory Auditors of the company.

The notes to the accounts referred to in the Auditors'' report are self-explanatory and, therefore, do not call for any further comments.

15. COST AUDITOR

As per the Circular of MCA Order No. F. No. 52/26/CAB-2010 dated 24/01/2012 ordering the Cost Audit of products falling under certain chapter heads of excise. Your company has appointed Mr. V.H.Shah, Cost Accountant as Cost Auditor and they have conducted the cost audit for the financial year under review.

16. APPRECIATION

Your Board takes this opportunity to express its sincere appreciation of the excellent contribution made by all its employees towards the overall performance of your company. Your Directors also thank all the shareholders, distributors, suppliers, bankers and other business associates for their valuable service and support during the year under review.

17. CAUTIONARY NOTE

The statements forming part of the Directors'' Report may contain certain forward looking remarks within the meaning of applicable security laws and regulations. The actual results, performance, achievements of the company may be materially different from any future results, performance or achievements that may be expressed or implied by such forward looking statements.

For and on behalf of the Board, Place : Ahmedabad Date : 02/08/2014 Sorab R. Mody Managing Director


Mar 31, 2013

To THE MEMBERS of MAZDA LIMITED

The Directors have pleasure in presenting the Twenty ThirdAnnual Report on the business and operations of the company together with theAuditedAccounts for the year ended March 31, 2013.

1. FINANCIAL RESULTS

(Rs.in Lacs)

Sr. No. Particulars 2012-13 2011-12

i. Total revenue 12254.72 10471.54

ii. Less: Total expenditure 10160.81 8813.91

iii. Profit before depreciation, finance cost & tax 2093.91 1657.63

iv. Less: Finance cost 73.22 113.28

v. Less: Tax Expenses 638.61 429.71

vi. Cash Profit 1382.08 1114.64

vii. Less: Depreciation 142.92 102.24

viii. Less: Prior period items 2.60 13.63

ix. Profit for the year 1236.56 998.77

x. Balance of Profit brought forward 5196.15 4495.33

xi. Total Profit available for appropriation 6432.71 5494.10

xii. Transfer to general reserve 125.00 100.00

xiii. Proposed Dividend 212.90 170.32

xiv. Dividend Tax 36.18 27.63

xv. Profit carried to Balance Sheet 6058.63 5196.15

2. DIVIDEND

The Board of Directors have recommended a final dividend of 50% to its equity shareholders i.e. Rs. 5/- per equity share of Rs. 10/- each (Previous year Rs. 4/- per equity share of Rs. 10/- each). The payment of final dividend is subject to the approval of the ShareholdersattheensuingAnnual General Meeting.

3. TRANSFERTOGENERALRESERVE

Your directors propose totransfer the amount of Rs.125.00 Lacs (Previous year Rs. 100.00 Lacs) to the General Reserve, having regard to the requirements of Section 205 (2A)ofthe CompaniesAct, 1956 and with referencetothe Companies (Transfer of profits to Reserve) Rules, 1975.

4. OPERATIONS

In spite of global slowdown and difficult economic conditions in India, our company has consistently maintains growth rate in terms of turnover and profits. In the current year under review, the turnover of the company was Rs.120.73 Crores against Rs.103.08 Crores for the previous year showing an increase by 17%. The Profit before Tax for the year is Rs.18.77 Crores as against Rs.14.42 Crores for the previous year showing an increase by 30%.

5. FINANCEANDACCOUNTS

During the year under review, your company has regularly paid the principal and interest to the term lender and there has been no default towards them. The company is at present using financial assistance in the form of working capital facilities from State Bank of India, Ahmedabad. Your company has overall banking limits of Rs.19.38 Crores to capture its fund requirements.As your company is sufficiently funded from the internal accruals and cash accrual from sale of valve division, thecompany has investedinshort term market instruments like fixed maturityplans, mutual funds and debtfunds.

During the year under review, ICRA has conducted the surveillance of credit facilities and improved the long term credit ratings to ''A'' from ''A(-) ''and short term credit ratings reaffirmed to ''A1''. The outlook of the long term ratings is stable. Improvement in the long term credit rating displays the strong credibility ofthe company.

6. EXPORTSANDTECHNOLOGYDEVELOPMENTS

Exports for the year were at Rs. 38.60 Crores as compared to Rs. 21.84 Crores for the previous year increasing by almost 77% comparedtothe last year.The export businessofyour company has shown tremendous growthinspiteofglobal recession.

Your company is implementing latest technologies to manufacture better quality products. Improved technologies results into better quality production whichenhance the reputationofthe companyinthe domesticaswellasinternational market.

8. FIXEDDEPOSITS

Your company has not accepted new Fixed Deposits during the year under review. The matured Fixed Deposits are repaid in time. The existing Fixed Deposits are within the limits prescribed under Companies (Acceptance of Deposits) Rules, 1975 as amendedtodate.

9. DIRECTORS

Dr. Nanalal C. Mehta, Chairman, who retires by rotation and being eligible offers himself for re-appointment. Mr. Samuel W.Croll-III, Director, who retires by rotation and being eligible offers himself for re-appointment. Mr. Dady K. Contractor, Director, who retires by rotation and being eligible offers himself for re-appointment. The brief resumeoftheappointing directorsare giveninthe Corporate Governance Report.

10. DIRECTORS'' RESPONSIBILITY STATEMENT

Your Directors confirm that:

(i) In the preparationofthe annual accounts, the applicable accounting standards have been followed along with proper explanation relatingto material departures;

(ii) The directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair viewof the state of affairsofthe companyasat 31st March, 2013 andofthe profitofthe company for the year endedonthat date;

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

(iv) The Directors have prepared theannual accountsonagoing concern basis.

11. REPORTONCORPORATEGOVERNANCE

As per Clause 49 of the Listing Agreement with the stock exchanges, a separate section on Corporate Governance together with a certificate from the Statutory Auditors confirming compliance is set out in the Annexure forming part of Corporate Governance Report.

12. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, RESEARCH AND DEVELOPMENT AND FOREIGN EXCHANGEEARNINGSANDOUTGO

The information pursuant to Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the report of the Board of Directors) Rules, 1988 regarding Conservation of Energy, Technology Absorption, Research & Development and Foreign Exchange earnings & outgo are given inAnnexure –Awhich forms part of Directors'' Report.

13. STATUTORYAUDITORS

M/s. Apaji Amin & Co., Chartered Accountants retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. They have furnished a written certificate to the company certifying that, if they are re- appointed as Auditors of your company such appointment would be within the limits specified in Section 244(1)(B) of the CompaniesAct, 1956. The notes tothe accounts referred to in theAuditors'' report are self-explanatory and, therefore,do not call for any further comments.

14. COSTAUDITOR

As per the Circular of MCA Order No. F. No. 52/26/CAB-2010 dated 24/01/2012 ordering the Cost Audit of products falling under certain chapter heads of excise. Your company is falling within that order and hence appointed Mr. V.H.Shah, Cost AccountantasCostAuditortoconduct costaudit for the financial year 2013-14.

15. APPRECIATION

Your Board takes this opportunity to express its sincere appreciation of the excellent contribution made by all its employees towards the overall performance of your company. Your Directors also thank all the shareholders, distributors, suppliers, bankers and other business associates for their valuable service and support during the year under review.

16. CAUTIONARYNOTE

The statements forming part of the Directors'' Report may contain certain forward looking remarks within the meaning of applicable security laws and regulations. The actual results, performance, achievements of the company may be materially different from any future results, performance or achievements that may be expressed or implied by such forward looking statements.

For and on behalf of the Board,

Place : Ahmedabad Sorab.R.Mody

Date :03/08/2013 Managing Director


Mar 31, 2012

The Directors have pleasure in presenting the Twenty Second Annual Report on the business and operations of the company together with the Audited Accounts for the year ended March 31,2012.

1. FINANCIAL RESULTS

(Rs. in Lacs)

Sr. No. Particulars 2011-12 2010-11

i. Total revenue 10471.54 8521.51

ii. Less: Total expenditure 8813.91 7258.19

iii. Profit before depreciation, finance cost & tax 1657.63 1263.32

iv. Less: Finance cost 113.28 45.45

v. Less; Tax Expenses 429.71 299.72

vi. Cash Profit 1114.64 918.15

vii. Less: Depreciation 102.24 99.06

viii. Less: Prior period items 13.63 2.57

ix. Add: Valve division net profit - 1073.49

x. Profit for the year 998.77 1890.01

xi. Balance of Profit brought forward 4495.33 3153.46

xii. Total Profit available for appropriation 5494.10 5043.47

xiii. Transfer to general reserve 100.00 200.00

xiv. Interim Dividend paid - 149.03

xv. Proposed Dividend 170.32 149.03

xvi. Dividend Tax 27.63 50.08

xvii. Profit carried to Balance Sheet 5196.15 4495.33



2. DIVIDEND

The Board of Directors have recommended a final dividend of 40% to its equity shareholders i.e. Rs.4/- per equity share ofRs. 10/- each (previous year t 3.50/- per equity share of Rs.10/- each). The payment of final dividend is subject to the approval of the Shareholders at the ensuing Annual General Meeting.

3. TRANSFER TO GENERAL RESERVE

Your directors propose to transfer the amount of Rs. 100.00 Lacs (previous year Rs. 200.00 Lacs) to the General Reserve, having regard to the requirements of Section 205 (2A) of the Companies Act, 1956 and with reference to the Companies (Transfer of profits to Reserve) Rules, 1975.

4. OPERATIONS

For the year under review, the turnover of the Company was Rs. 103.08 Crores against Rs. 84.41 Crores for the previous year showing an increase by 22%. During the year under review, the Company has achieved a milestone by crossing Rs. 100 Crores mark in terms of turnover. The Profit before Tax for the year is Rs. 14.42 Crores as againstRs. 11.19 Crores for the previous year showing an increase by 28.89%. In spite of bad economic condition in India and overall global economy in bad shape, your company has achieved an increased turnover and profits compared to the previous year.

5. FINANCE AND ACCOUNTS

During the year under review, your company has regularly paid the principal and interest to the term lender and there has been no default towards them. The company is at present using financial assistance in the form of working capital facilities from State Bank of India, Ahmadabad. Your company has overall banking limits of Rs. 18.38 Crores to capture its fund requirements. At present, the company is not utilizing any of the funded limits except non-fund based limits related to bank guarantees and letter of credit as sanctioned by State Bank of India. As your company is sufficiently funded from the internal accruals and cash accrual from sale of valve division, the company has invested in short term market instruments like fixed maturity plans, mutual funds and debt funds.

During the year under review, ICRA has conducted the surveillance of credit facilities and re-affirmed the long term credit ratings to 'A-' (A minus) and short term credit ratings to 'A1' (A one). The outlook of the long term ratings is stable. Strong credit ratings by ICRA reflect the company's financial discipline and prudence.

7. EXPORTS AND TECHNOLOGY DEVELOPMENTS

Exports for the year were at Rs.21.84 Crores as compared to Rs. 18.09 Crores for the previous year increasing by almost 20% compared to the last year. The export business has maintained its pace with the domestic market.

Your company is implementing latest technologies to manufacture better quality products. Improved technologies results into better quality production which enhance the reputation of the company in the domestic as well as international market.

8. FIXED DEPOSITS

Your company has not accepted new Fixed Deposits during the year under review. The matured Fixed Deposits are repaid in time. The existing Fixed Deposits are within the limits prescribed under Companies (Acceptance of Deposits) Rules, 1975 as amended to date.

9. DIRECTORS

Mr. Harbhajansingh B. Khalsa, Director, who retires by rotation and being eligible offers himself for re-appointment.

Mrs. Sheila S. Mody, Director, who retires by rotation and being eligible offers herself for re-appointment.

Mrs. Houtoxi F. Contractor, Director, who retires by rotation and being eligible offers herself for re-appointment.

The brief resume of the appointing directors are given in the Corporate Governance Report.

10. DIRECTORS' RESPONSIBILITY STATEMENT

Your Directors confirm that:

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

(ii) 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 as at 31st March, 2012 and of the profit of the company for the year ended on that date;

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

(iv) The Directors have prepared the annual accounts on a going concern basis.

11. REPORT ON CORPORATE GOVERNANCE

As per Clause 49 of the Listing Agreement with the stock exchanges, a separate section on Corporate Governance together with a certificate from the Statutory Auditors confirming compliance is set out in the Annexure forming part of Corporate Governance Report.

12. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, RESEARCH AND DEVELOPMENT AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information pursuant to Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the report of the Board of Directors) Rules, 1988 regarding Conservation of Energy, Technology Absorption, Research & Development and Foreign Exchange earnings & outgo are given in Annexure -A which forms part of Directors' Report.

13. EMPLOYEES

As required under Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended to date, the particulars of which are given in Annexure - B which forms part of this Directors' Report.

14. STATUTORY AUDITORS

M/s. Apaji Amin & Co., Chartered Accountants retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. They have furnished a written certificate to the company certifying that, if they are re- appointed as Auditors of your company such appointment would be within the limits specified in Section 244(1 )(B) of the Companies Act, 1956. The notes to the accounts referred to in the Auditors' report are self-explanatory and, therefore, do not call for any further comments.

15. COST AUDITOR

As per the Circular of MCA Order No. F. No. 52/26/CAB-2010 dated 24/01/2012 ordering the Cost Audit of products falling under certain chapter heads of excise. Your company is falling within that order and hence appointed Mr. V. H. Shah, Cost Accountant as Cost Auditor to conduct cost audit for the financial year 2012-13.

16. APPRECIATION

Your Board takes this opportunity to express its sincere appreciation of the excellent contribution made by all its employees towards the overall performance of your company. Your Directors also thank all the shareholders, distributors, suppliers, bankers and other business associates for their valuable service and support during the year under review.

17. CAUTIONARY NOTE

The statements forming part of the Directors' Report may contain certain forward looking remarks within the meaning of applicable security laws and regulations. The actual results, performance, achievements of the company may be materially different from any future results, performance or achievements that may be expressed or implied by such forward looking statements.

For and on behalf of the Board,

Place : Ahmedabad Sorab. R.Mody

Date : 04/08/2012 Managing Director


Mar 31, 2011

THE MEMBERS, MAZDA LIMITED

The Directors have pleasure in presenting the Twenty First Annual Report on the business and operations of the company along with the Audited Accounts for the year ended March 31,2011.

1. FINANCIAL RESULTS

(Rs. in Lacs)

Sr. Particulars 2010-11 2009-10 No.

i. Sales (excluding excise duty) and other Income 8471.05 8099.02

ii. Profit before interest, depreciation and tax 1209.02 1603.26

iii. Interest 8.86 (-)1.04

iv. Tax Expenses (-)288.10 (-)532.41

v. Cash Profit 929.78 1069.81

vi. Depreciation (-)99.06 (-)113.18

vii. Prior period items (-)2.57 4.33

viii.Valve division net profit 1073.49 -

ix. Profit for the year 1901.64 960.96

x. Balance of Profit brought forward 3153.46 2417.04

xi. Total Profit available for appropriation 5055.09 3378.00

xii. Transfer to general reserve 200.00 100.00

xiii.Interim Dividend paid 149.03 -

xiv. Proposed Dividend 149.03 106.45

xv. Dividend Tax 50.08 18.09

xvi. Profit carried to Balance Sheet 4506.95 3153.46

2. DIVIDEND

Your directors have approved the payment of special interim dividend of Rs. 3.50 per equity share in its Board Meeting held on 29* January, 2011 from the proceeds of slump sale of valve division.

Your directors now recommends a final dividend of Rs. 3.50 per equity share (previous year Rs. 2.50 per equity share) which amounts to Rs. 149.03 Lacs i.e. 35% of the paid-up capital for the year ended 31" March, 2011, subject to approval of the shareholders at the ensuing Annual General Meeting of the company. The total outflow due to dividend payment including interim dividend for the current year will be Rs. 348.14 Lacs which includes dividend distribution tax of Rs. 50.08 Lacs.

3. TRANSFER TO GENERAL RESERVE

Your directors propose to transfer the amount of Rs. 200.00 Lacs (Previous year 100.00 Lacs) to the General Reserve, having regard to the requirements of Section 205 (2A) of the Companies Act, 1956 and with reference to the Companies (Transferof profits to Reserve) Rules, 1975.

4. OPERATIONS

The year under review shows increase in the net sales and other income. The net sales & other income of the company during the year increased to Rs. 84.71 Crores against Rs. 80.99 Crores of the previous financial year which amounts to increase of 4.60%.

The profit before tax from business activities decreased by about 25% to Rs. 11.19 Crores from Rs. 14.89 Crores of the previous financial year. The profit aftertax has decreased by 14% to Rs. 8.18 Crores from Rs. 9.57 Crores of the previous financial year. This decrease is mainly due to increase in input material cost, labour cost and change in product mix.

5. SALE OF VALVE DIVISION

In the current year under review, your company has sold its valve division situated at Plot No. 8, Hitendranagar Sahakari Vasahat, Naroda, Ahmedabad to Circor Flow Technologies India Private Limited on a going concern basis as slump sale by way of Business Purchase Agreement dated 01/04/2010 and the transaction has taken place on 01/06/2010 for a value of Rs. 22 Crore subject to adjustment of Net Fixed Assets and Net Current Assets of the valve division as per the agreement. During the year company has received a first tranche payment of Rs. 18.70 Crore and the second and final payment will be received aftertwo years of the transaction date after adjustments as stated in the Business Purchase Agreement. The capital gain and tax on capital gain is shown as extra ordinary item in the Profit and Loss Account.

6. FINANCE AND ACCOUNTS

During the year under review, your company has regularly paid the principal and interest to the term lender and there has been no default towards them. The company at present, has financial assistance in the form of working capital facilities from State Bank of India, Ahmedabad. Your company has overall banking limits of Rs. 12.88 Crores to capture its fund requirements. At present, the company is not utilizing any of the funded limits except non-fund based limits related to bank guarantees and letter of credit as sanctioned by State Bank of India. As your company is sufficiently funded from the internal accruals and cash accrual from sale of valve division, the company has invested in short term market instruments like mutual funds and debt funds.

During the year under review, ICRA has conducted the surveillance of credit facilities and upgraged the long term credit ratings from 'LBBB ' to 'LA-' and short term credit ratings from 'A2 ' to 'A1'.

8. EXPORTS AND TECHNOLOGY DEVELOPMENTS

Exports for the year were at Rs. 18.09 Crores as compared to Rs. 15.57 Crores for the previous year increasing by almost 16% compared to the last year. The export business is growing with the increased demand in the international markets for engineering products.

Due to technological advancements, your company has derived benefits like improvements in the quality of the current products, cost reductions, development of new and critical products with development of newdesigns for its products.

9. FIXED DEPOSITS

Your company has not accepted new Fixed Deposits during the year under review. The matured Fixed Deposits are repaid in time. The existing Fixed Deposits are within the limits prescribed under Companies (Acceptance of Deposits) Rules, 1975 as amended to date.

10. DIRECTORS

Dr. Nanalal C. Mehta, Chairman, who retires by rotation and being eligible offers himself for re-appointment. Mr. Mohib N. Khericha, Director, who retires by rotation and being eligible offers himself for re-appointment. Mr. Dady K. Contractor, Director, who retires by rotation and being eligible offers himself for re-appointment. The brief resume of the appointing directors are given in the Corporate Governance Report. J

11. DIRECTORS'RESPONSIBILITY STATEMENT -

Your Directors confirm that:

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

(ii) 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 as at 31st March, 2011 and of the profit of the company for the year ended on that date;

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

(iv) The Directors have prepared the annual accounts on a going concern basis.

12. REPORT ON CORPORATE GOVERNANCE

As per Clause 49 of the Listing Agreement with the stock exchanges, a separate section on Corporate Governance together with a certificate from the Statutory Auditors confirming compliance is set out in the Annexure forming part of the Corporate Governance Report.

13. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, RESEARCH AND DEVELOPMENT AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information pursuant to Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the report of the Board of Directors) Rules, 1988 regarding Conservation of Energy, Technology Absorption, Research & Development and Foreign Exchange earnings & outgo are given in Annexure -A which forms part of Directors' Report.

14. EMPLOYEES

As required under Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended to date, the particulars of which are given in Annexure - B which forms part of this Directors' Report.

15. AUDITORS

M/s. Apaji Amin & Co., Chartered Accountants retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The notes to the accounts referred to in the Auditors' report are self-explanatory and, therefore, do not call for anyfurther comments.

16. APPRECIATION

Your Board takes this opportunity to express its sincere appreciation of the excellent contribution made by all its employees towards the overall performance of your company. Your Directors also thank all the shareholders, distributors, suppliers, bankers and other business associates for their valuable service and support during the year under review.

17. CAUTIONARY NOTE

The statements forming part of the Directors' Report may contain certain forward looking remarks within the meaning of applicable security laws and regulations. The actual results, performance, achievements of the company may be materially different from any future results, performance or achievements that may be expressed or implied by such forward looking statements.

For and on behalf of the Board,

Place : Ahmedabad Sorab.R.Mody Date : 30/07/2011 Managing Director


Mar 31, 2010

The Directors have pleasure in presenting the Twentieth Annual Report on the business and operations of the company along with the Audited Accounts for the year ended March 31,2010.

1. FINANCIAL RESULTS

(Rs. in Lacs)

Sr. No. Particulars 2009-10 2008-09

i. Sales (excluding excise duty) and other Income 8099.02 8079.26

ii. Profit before interest, depreciation and tax 1603.26 1555.81

iii. Interest (-) 1.04 (-) 25.68

iv. Tax Expenses (-) 532.41 (-) 513.27

v. Cash Profit 1069.81 1016.86

vi. Depreciation (-) 113.18 (-) 106.05

vii. Prior period & Extra ordinary items 4.33 18.86

viii. Profit for the year 960.96 929.67

ix. Balance of Profit brought forward 2417.04 1657.00

x. Total Profit available for appropriation 3378.00 2586.67

xi. Transfer to general reserve 100.00 70.00

xii. Proposed Dividend 106.45 85.16

xiii. Dividend Tax 18.09 14.47

xiv. Profit carried to Balance Sheet 3153.46 2417.04

2. DIVIDEND & TRANSFER TO GENERAL RESERVE

Your directors have recommended a dividend of Rs. 2.50 per equity share (previous year Rs. 2.00 per equity share) which amounts to Rs. 106.45 Lacs i.e. 25% of the paid-up capital for the year ended 31* March, 2010, subject to approval of the shareholders at the ensuing Annual General Meeting of the company. The total outflow due to dividend payment for the current year will be Rs. 124.54 Lacs which includes dividend distribution tax of Rs. 18.09 Lacs.

Your directors propose to transfer the amount of Rs. 100.00 Lacs (Previous year 70.00 Lacs) to the General Reserve, having regard to the requirements of Section 205 (2A) of the Companies Act, 1956 and with reference to the Companies (Transfer of profits to Reserve) Rules, 1975.

3. OPERATIONS

The year under review shows marginal increase in the net sales and other income. The net sales & other income of the company during the year marginally increased to Rs. 80.99 Crores against Rs. 80.79 Crores of the previous financial year.

The profit before tax increased by about 5% to Rs. 14.89 Crores from Rs. 14.24 Crores of the previous financial year. The profit aftertax has increased by 5% to Rs. 9.57 Crores from Rs. 9.11 Crores of the previous financial year.

4. FINANCEANDACCOUNTS

During the year under review, your company has regularly paid the principal and interest to the term lender and there has been no default towards them. The company is at present using financial assistance in the form of working capital facilities from State Bank of India, Ahmedabad. Your company had overall banking limits of Rs. 16.86 Crores to capture its fund requirements which have been reduced to Rs. 12.88 Crores as your company is sufficiently funded from the internal accruals. At present, the company is not utilizing any of the funded limits as sanctioned by State Bank of India.

5. POSTAL BALLOT FOR SELLING OF VALVE DIVISION

Your company has obtained the approval of shareholders by way of postal ballot procedure for selling of valve division on a going concern basis as a slump sale to CIRCOR Flow Technologies India Private Limited for a consideration of approx. Rs. 22 Crores by way of Business Purchase Agreement dated 01/04/2010. The transfer / sale of business has taken effect on 01/06/2010.

Mr. Tehmul B. Sethna was appointed as a scrutinizer for conducting the postal ballot. He had submitted his report to the company and the results of the postal ballot were declared on 04/05/2010 and resolutions were passed with 99.90% majority.

6. MANAGEMENT DISCUSSION AND ANALYSIS

(a) Industry Structure and Developments: The year has started with the midst of the global crisis, financial melt down and adverse business conditions as Indian economy growth rate remains below the average level. The government has taken several stimulus measures like cut in excise duty rates, change in interest rates etc. As a result of the same the market sentiments improved in the part of the year.

Engineering Business:

The global economic crisis did impact the continuous growth of your company. However the impact was minimized due to backlog of orders on hand. Your company has gone forward in the "balance of plant supply" for power plants by now supplying complete condensing packages comprising of surface condensers, C.E. pumps, gland steel condensers, air evacuation systems, low pressure feed water heaters and high pressure feed water heaters. The company has bagged orders from prestigious OEMs like Jebson & Jebson, Malayasia and GE Oil & Gas, France.

Food Business:

BCool has added several new products to its portfolio this year. To move away for the volatility of commodity prices, the focus for this year has been preliminarily on food colours, food essences, soya sauce and distilled vinegar. Moreover, this year the food division has also been able to add new countries to its export oriented business. With an increased capacity this year, we have been able to offer our customers faster delivery and improved quality. BCool has also started retailing as an established brand in 2 major supermarkets in the U.A.E. The food division will continue to develop new products in the face of rising food costs. We aim to significantly increase our customer base whilst furthering strong brand recognition this year.

(b) Segment-wise Performance: Your company has divided the business in two segments i.e. Engineering Division and Food Division.

Your companys performance has remained constant in their engineering division as the current year sales has remained more or less the same.

The food business of your company is facing competition and increase in the raw material prices. The sale has increased by 10% in the current year.

(c) Outlook: The Indian economy is getting back to the growth path. The demand of the products will grow in the coming years as the engineering industry is growing with good pace. In the export segment, there are no changes in demand as the markets have not improved at the international level. Notwithstanding the above your company has continued its innovations in the product chain and technology upgradation has resulted in the cost effective production. Your company is an established player in the engineering industry for its products and it offers to introduce new products to maintain its leadership position and to deliver profitable growth.

The utilization of the sale proceeds of the valve division in growth of the main business of the vacuum systems and evaporators will generate handsome profits. Entering into turnkey based projects related to vacuum systems will improve the growth line of the company.

The fourth unit will give additional capacity to the company which will be functional in the next year.

(d) Opportunities and threats: The company has cash reserves which can be used for the development of the companys existing business line. The additional capacity for production will prove to be helpful for catering to better and critical jobs. The orders are coming with ease as markets are now stabilized. As the engineering sector is not badly affected by the downturn and your company is away from the recession, the growth prospects are on good track. There are opportunities for growth as the government has set the platform for improving the performances of the economy.

The continuous increase in the steel prices in the last few years has put pressures on the margins of the company but your company, as you are aware, is in the customized engineering goods manufacturing which helps to maintain its existing margins.

(e) Internal control systems and risk management: Your company has adequate internal control system in place. The internal auditor is viewing your companys performance as well as internal checks and controls are properly reviewed in consultation with the external auditors and Board of Directors of your company.

The company maintains appropriate internal systems of internal control, including monitoring procedures, to ensure that all assets are safeguarded against loss from unathorised uses or disposition. Company policy, guidelines and procedures are in place to ensure that all transactions are authorised and recorded correctly as well as to provide for adequate checks and balances.

The internal control system together with the external auditors reviews the effectiveness and efficiency of these systems and procedures. The audits are finalised on basis of internal risk assessment.

(f) Human Resources and Industrial Relations: The board wishes to express its deep appreciation to all employees in your company for their contributions to your company during the year.

The company has employed 199 personnel as at 31/03/2010 out of which 50 employees were transferred to CIRCOR w.e.f. 01/06/2010 as per the Business Purchase Agreement with the same terms and conditions of the employment as in your company. All the employees are having the required qualifications to perform their jobs.

The industrial relations scenario in your company remains stable. The company gives priority to the training and development of the employees.

7. EXPORTS AND TECHNOLOGY DEVELOPMENTS

Exports for the year were at Rs.18.09 Crores as compared to Rs. 15.57 Crores for the previous year increasing by almost 16% compared to the last year. The export business is growing with the increased demand in the international markets for the engineering products.

Due to technological advancements, your company has derived benefits like improvements in the quality of the current products, cost reductions, development of new and critical products with development of new designs for its products.

8. FIXED DEPOSITS

Your company has not accepted new Fixed Deposits during the year under review. The matured Fixed Deposits are repaid in time. The existing Fixed Deposits are within the limits prescribed under Companies (Acceptance of Deposits) Rules, 1975 as amended to date.

9. DIRECTORS

Mr. Samuel F. Croll - III, Director, who retires by rotation and being eligible offers himself for re-appointment. Mrs. Sheila S. Mody, Director, who retires by rotation and being eligible offers herself for re-appointment. Mrs. Houtoxi F. Contractor, Director, who retires by rotation and being eligible offers herself for re-appointment. The brief resume of the appointing directors are given in the Corporate Governance Report.

10. DIRECTORS RESPONSIBILITY STATEMENT

Your Directors confirm that:

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

(ii) 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 as at 31 * March, 2010 and of the profit of the company for the year ended on that date;

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

(iv) The Directors have prepared the annual accounts on a going concern basis.

11. REPORT ON CORPORATE GOVERNANCE

As per Clause 49 of the Listing Agreement with the stock exchanges, a separate section on Corporate Governance together with a certificate from the Statutory Auditors confirming compliance is set out in the Annexure forming part of this report.

12. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION. RESEARCH AND DEVELOPMENT AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information pursuant to Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the report of the Board of Directors) Rules, 1988 regarding Conservation of Energy, Technology Absorption, Research & Development and Foreign Exchange earnings & outgo are given in Annexure -A which forms part of Directors Report.

13. EMPLOYEES

As required under Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended to date, the particulars of which are given in Annexure - B which forms part of this Directors Report.

14. AUDITORS

M/s. Apaji Amin & Co., Chartered Accountants retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The notes to the accounts referred to in the Auditors report are self-explanatory and, therefore, do not call for any further comments.

15. APPRECIATION

Your Board takes this opportunity to express its sincere appreciation of the excellent contribution made by all its employees towards the overall performance of your company. Your Directors also thank all the shareholders, distributors, suppliers, bankers and other business associates for their valuable service and support during the year under review.

16. CAUTIONARY NOTE

The statements forming part of the Directors Report may contain certain forward looking remarks within the meaning of applicable security laws and regulations. The actual results, performance, achievements of the company may be materially different from any future results, performance or achievements that may be expressed or implied by such forward looking statements.

For and on behalf of the Board,

Place : Ahmedabad S.R.MODY

Date : 31/07/2010 Managing Director

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