Directors Report of Krishanveer Forge Ltd.

Mar 31, 2018

The Members,

The Directors are pleased to present the 28^th Annual Report and Audited Financial Statements for the year ended March 31, 2018.

FINANCIAL HIGHLIGHTS:

Particulars	31.03.2018 (Rs. in Lakhs)	31.03.2017 (Rs. in Lakhs)
Revenue	2,932.26	637.56
Expenses excluding Interest and Depreciation & Amortization	2,677.07	848.96
Profit /( Loss) for the year before Interest, Depreciation & Amortization	255.19	(211.40)
Less : Interest Cost for the year	68.82	73.75
Less : Depreciation& Amortization	116.32	132.92
Gross Profit/(Loss) for the year	70.05	(418.07)
Add/(Less) Provision for Income Tax	(13.35)	-
Add/(Less) Deferred Tax	(20.41)	47.88
Net Profit/( Loss) for the period	36.29	(370.19)

DIVIDEND:

In view of proposed expansion plans, your Directors do not recommend a Dividend for the financial year ended March 31, 2018.

CHANGE IN THE NATURE OF BUSINESS, IF ANY:

During financial year 2017-18, there was no change in the nature of Company''s business.

SHARE CAPITAL:

There was no change in the authorized as well as paid up share capital of the Company during the year under review.

The current Authorized Capital of the Company is Rs.13,25,00,000/divided into 1,25,00,000 Equity shares of Rs.10/- each and 7,50,000 4% Non-Cumulative Redeemable Preference Shares of Rs.10/- each and Paid-up Capital of the Company is Rs.10,93,94,000/- divided into 1,09,39,400 Equity Shares of 10/- each.

TRANSFER TO RESERVES:

During the year, the Company has not transferred any amount to General Reserves.

OPERATIONS AND STATE OF AFFAIRS:

Sales income stood at Rs.2078.16 Lakhs as compared to previous year of Rs.426.24 Lakhs. This is a 4 fold increase from the time the new management took over. Export revenue saw an increase from Rs.111.73 Lakhs achieved in previous year to Rs.136.01 Lakhs. The growth in the Company''s topline coupled with focus on cost reduction has helped the Company to earn profit of Rs.36.29 Lakhs for the year ended March 31, 2018 as against net loss of Rs.370.19 Lakhs in the previous year.

The affairs of the Company are functioning smoothly and appropriately in compliance with all the applicable laws and regulations.

CORPORATE SOCIAL RESPONSIBILITY:

The company is not having net worth of Rupees Five Hundred Crores or more, or turnover of Rupees One Thousand Crores or more or a Net Profit of Rupees Five Crores or more during any financial year. As such, the provisions of Companies (Corporate Social Responsibility Policy) Rules, 2014 are not applicable to the Company.

VIGIL MECHANISM:

The Company has set up vigil mechanism viz. Whistle Blower Policy to enable the employees and Directors to report to the Audit Committee Chairman, genuine concerns, unethical behavior and irregularities, if any, noticed by them in the Company, which could adversely affect company''s operations. This mechanism also provides safeguards against victimization of employees, who avail of the mechanism. The details of the same are explained in the Corporate Governance Report and also posted on the website of the Company at http://www.rkforging.com/wp-content/uploads/2017/04/ WHISEL-BLOWER-POLICY-1.pdf. Further no personnel have been denied access to the Audit Committee during the period under review.

PUBLIC DEPOSITS:

Your Company has not accepted any deposits from the public falling within the purview of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 134 (5) of the Companies Act, 2013 with respect to Directors'' Responsibility Statement, your directors confirm:

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

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

3. that we had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. that we had prepared the annual accounts on going concern basis;

5. and that we had laid down Internal Financial Controls to be followed by the Company and that such Internal Financial Controls are adequate and were operating effectively;

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

DETAILS OF BOARD MEETINGS:

During the year, 8 (Eight) Board Meetings were held on May 15, 2017, May 29, 2017, August 11, 2017, September 13, 2017, November 14, 2017, December 04, 2017, February 10, 2018 and March 09, 2018.

COMMITTEES OF THE BOARD:

The composition of the committees of the Board of Directors has been detailed in the Corporate Governance annexure to this Report.

DECLARATION BY INDEPENDENT DIRECTORS:

Mr. R. T. Goel and Ms. Sudha Santhanam are the independent directors on the Board of your Company. In the opinion of the Board and as confirmed by these Directors, they fulfill the conditions specified in Section 149(7) of the Companies Act, 2013, and Rules made thereunder confirming that they meet the criteria of independence.

DIRECTORS AND KEY MANEGERIAL PERSONNEL:

The present Board composition is as follows:

Sr. No.	Name	Designation
1	Mr. Arun K. Jindal	Non-Executive Director
2	Mr. Nitin Rajore	Whole Time Director
3	Mr. R. T. Goel	Non-Executive Director
4	Ms. Sudha Santhanam	Non-Executive Director
5	Mr. Shubham Jindal	Chief Financial Officer
6	Ms. Shruti Patil	Company Secretary

Ms. Shilpa Dixit resigned from the position of Non-Executive Director with effect from April 10, 2017. Subsequently Ms. Sudha Santhanam was appointed in her place with effect from May 15, 2017.

Further, Ms. Shruti Khandelwal resigned from the position of the Company Secretary and Compliance Officer with effect from May 17, 2017 and subsequently Ms. Shruti Patil was appointed in her place with effect from May 29, 2017.

RE-APPOINTMENT OF DIRECTOR:

As per the provisions of Companies Act, 2013, Mr. Arun Jindal, retires by rotation at the ensuing Annual General Meeting and, being eligible, seeks re-appointment. The Board recommends his re-appointment.

SUBSIDIARIES, JOINT VENTURE AND ASSOCIATE COMPANY:

The Company does not have any subsidiary, joint venture and associate company during the year under review.

FORMAL ANNUAL EVALUATION:

Pursuant to the provisions of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and as per the guidance note issued by SEBI on January 05, 2017, a formal evaluation of the performance of the Board, its Committees, the Chairman and the individual Directors was carried out for financial year 2017-18. Led by the Nomination & Remuneration Committee, the evaluation was carried out using individual questionnaires covering, amongst others, composition of Board, conduct as per Company values & beliefs, contribution towards development of strategy & business plan, risk management, receipt of regular inputs and information, codes & policies for strengthening governance, functioning, performance & structure of Board Committees, skill set, knowledge & expertise of Directors, preparation & contribution at Board meetings, leadership etc.

Manner in which the evaluation has been carried out and matters incidental thereto, have been detailed in the Report on Corporate Governance, which forms part of this report.

COMPANY’S POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE OF A DIRECTOR:

Under Section 178 of the Companies Act, 2013, the Nomination and Remuneration Committee (‘NRC'') of your Board has formulated a Remuneration Policy for the appointment and determination of remuneration of the Directors, Key Managerial Personnel, Senior Management and other employees of your Company. The NRC has also developed the criteria for determining the qualifications, positive attributes and independence of Directors and for making payments to Executive and Non-Executive Directors of the Company.

The NRC takes into consideration the best remuneration practices in the industry while fixing appropriate remuneration packages and for administering the long-term incentive plans. Further, the compensation package of the Directors, Key Managerial Personnel, Senior Management and other employees is designed based on the set of principles enumerated in the said policy.

The Remuneration Policy has been posted on website of the Company which can be accessed at http://www.rkforging.com/wp-content/ uploads/2017/05/REMUNERATION-POLICY.pdf and the Policy on Appointment of Directors, Key Managerial Personnel, Senior Management & Other Employees is available on the Company''s website at http://www.rkforging.com/wp-content/uploads/2018/07/ Policy-on-Appointment-of-Directors-Key-Managerial-Personnel-Senior-Management-Other-Employees.pdf

RELATED PARTY TRANSACTIONS:

The information for related party transactions as required under Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC-2 is enclosed as ‘Annexure A’ to this Report. The policy on Related Party Transaction as approved by the Board has been displayed on the Company''s website at http://www.rkforging.com/wp-content/ uploads/2017/05/RELATED-PARTY-TRANSACTION-POLICY.pdf There has been no change to the policy of Related Party Transaction during the financial year ended March 31, 2018.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND:

a. The sum of ''9,43,600 /- being the amount of unpaid or unclaimed dividend for a period of seven years was transferred during the financial year 2017-18 to the Investor Education and Protection Fund established by the Central Government in compliance with Section 124 of the Companies Act, 2013.

b. During the year under review, the Company has transferred 5,34,300 shares to the Investor Education and Protection Fund in accordance with the provisions of Section 124 of the Companies Act, 2013 and Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (‘IEPF Rules'').

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

There were no loans, guarantees and investments made by the Company under Section 186 of the Companies Act, 2013 during the period under review.

INTERNAL FINANCIAL CONTROLS:

The internal financial controls with reference to the Financial Statements are commensurate with the size and nature of business by virtue of internal audit of the Company. Internal Audits are periodically conducted by an external firm of Chartered Accountants who monitor and evaluate the efficiency and adequacy of internal control systems in the Company, its compliance with operating systems, accounting procedures and policies of the Company. Board also take quarterly review of internal audit functioning and accounting systems, in order to take suitable corrective actions in case of any deviations. During the year, such controls were tested and no material weakness in their design of operations were observed.

CORPORATE GOVERNANCE CERTIFICATE:

In terms of Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the report on Corporate Governance along with the Compliance certificate from the Secretarial Auditor forms part of this Report.

EXTRACT OF ANNUAL RETURN:

Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of Companies (Management and Administration) Rules, 2014, the extract of Annual Return in Form MGT 9 is annexed as an ‘Annexure B’ to this Report.

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

No material change and/or commitment affecting the financial position of your Company has occurred between April 1, 2018 and the date of signing of this Report.

EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE STATUTORY AUDITORS IN THEIR REPORTS:

There were no qualifications, reservations or adverse remarks made by the Statutory Auditors in their report.

AUDITORS:

Statutory Auditors

M/s Gokhale Tanksale & Ghatpande, Chartered Accountants, Pune (Firm Registration No. 103277W) was appointed as the Statutory Auditors of the Company to hold office for a period of 5 consecutive years from the conclusion of 27^th Annual General Meeting of the Company held on September 27, 2017 till the conclusion of the conclusion of 32^nd Annual General Meeting of the Company to be held in financial year 2022-23.

Secretarial Auditor

Pursuant to Section 204 of the Companies Act, 2015 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors have appointed Mr. Gaurav Nashikkar, Practicing Company Secretary (CP No. 13967) for conducting the Secretarial Audit of the Company for financial year 2017-18.

The Report of the Secretarial Audit is annexed herewith as an ‘Annexure C’ to this Report.

COST RECORDS AND / OR COST AUDIT:

Your Company does not fall under provisions of Section 148 of the Companies Act, 2013 read with Companies (Cost Record and Audit) Rules, 2014. Therefore, no such records were required to be maintained.

REPORTING OF FRAUDS BY STATUTORY AUDITOR:

During the period under review, there were no frauds in the Company, hence no reporting made by the Statutory Auditors of the Company under sub-section (12) of Section 143 of the Companies Act, 2013.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There are no significant material orders passed by the Regulators/ Courts which would impact the going concern status of the Company and its future operations.

RISK MANAGEMENT:

The Company has established a strong risk mitigation process which entails regular and stringent monitoring of its business activities to identify, evaluate and resolve risks. The top management of the Company and the Board are involved in monitoring of risk assessment and mitigation, thus ensuring a quick resolution mechanism. The Senior Management prioritizes the risks and finalizes the action plan for mitigation of the key risks.

DISCLOSURE UNDER RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION), RULES, 2014:

The information required pursuant to Section 197 read with Rule 5(1) of the Companies (Appointment and Remuneration), Rules, 2014 in respect of employees of the Company and Directors is attached as an ‘Annexure D’.

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

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 are annexed herewith as ‘Annexure E’ to this report.

PERSONNEL:

Information required under Section 197(12) of the Companies Act, 2013 read with Rule 5(2)(i) to (iii) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not provided herein, since there are no employee who have received remuneration in excess of the limits prescribed therein.

COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company is compliant with the applicable Secretarial Standards (SS) viz. SS-1 & SS-2 on Meetings of the Board of Directors and General Meetings respectively.

POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORK PLACE:

Your Company has adopted policy on prevention, prohibition and redressal of sexual harassment at work place, in line of the provisions of the Sexual Harassment of women at work place (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. The policy aims to provide protection to employees at the work place and to prevent and redress complaints of sexual harassment and for matters connected and incidental thereto, with an objective of providing a safe working environment where employees feel secured. The company has not received any complaints during the year.

ACKNOWLEDGEMENT:

Your Directors place on record their sincere appreciation for the steadfast commitment and highly motivated performance by employees at all levels which was instrumental in converting the Company into Profit making as compared with the loss making company through many fold growth during the year as compared to last year. The Directors expect this upward trajectory to continue in the years to come. The Directors also sincerely thank all the shareholders, business partners, government & other statutory bodies, bankers and advisors for their continued assistance, cooperation and support.

For and on behalf of the Board of Directors

RAJKUMAR FORGE LIMITED

Arun Jindal

Place : Pune Chairman

Date : July 21, 2018 DIN : 00121523

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Mar 31, 2016

To,

The Members,

The Directors have pleasure in presenting their Twenty Sixth Annual Report with Audited Accounts of the Company for the year ended 31’st March 2016.

FINANCIAL HIGHLIGHTS

	31.03.2016 (Rs. Lacs)	31.03.2015 ( Rs. Lacs )
Profit /( Loss) for the year before interest,	(66.19)	377.57
Financial Charges & Depreciation Less:
Interest, Financial Charges for the year	99.49	17.10
Depreciation	121.00	104.49
Profit/ (Loss) for the year	(154.30)	255.98
Add/ (Less) Provision for Income Tax	Nil	(55.18)
Add/(Less) Mat Credit Adjustment for earlier year	(32.09)	Nil
Add / (Less) Deferred Tax	(10.18)	(94.72 )
Net Profit/( Loss) for the period	(112.03)	106.06

DIVIDEND:

Your Directors do not recommend a divided for the financial year ended 31’st March,2016.

OPERATIONS:

During the year under consideration, customer order position was not satisfactory. Sales income is at Rs. 1322.24 Lacs compared to previous years Rs. 2811.33 Lacs . Exports decreased from Rs. 2237.53 Lacs (previous year) to Rs 900.91 Lacs. . The Company has incurred net loss of Rs.112.03 Lacs during the financial year 2015-2016.

CAPACITY EXPANSION AND MODERNISATION

The Company had initiated a program of modernization of heat treatment facilities and press modernization to remove constraints in production and improve turnover of the company with planned capital expenditure .

CORPORATE SOCIAL RESPONSIBILITY

The provisions of Section 135 relating to Corporate Social Responsibility of the Companies Act 2013 are not applicable to the Company.

WHISTLE BLOWER POLICY

The Company has formulated Whistle Blower Policy as per requirements of Companies Act,2013 wherein employees and other stake holders are free to report any un-ethical or improper activity, actual or supposed fraud or violation of companies code of conduct. This mechanism also provides safeguards against victimization of employees ,who avail of the mechanism.

PUBLIC DEPOSITS:

During the period under review your company has not accepted any fixed deposits from the public.

CLARIFICATION ON AUDIT QUALIFICATIONS:

There were no audit qualifications raised by the Statutory Auditors.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 134 (5) of the Companies Act, 2013 with respect to Directors’ Responsibility Statement, your directors confirm that:

1) In the preparation of the Annual Accounts for the financial year ended March 31, 2016, the applicable accounting standards have been followed along with proper explanations relating to material departures, if any.

2) The Directors have selected accounting policies and have applied them consistently and have made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and the profit and loss of the Company for the financial year under review .

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

4) The Directors have prepared the annual accounts for the financial year ended March 31, 2016 on “going concern basis”.

5) The Directors had laid down internal financial controls to be followed by the Company and that such internal controls were adequate and operating effectively.

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

DIRECTORS :

Mr.Shantanu .R. Kothavale retires by rotation at this Meeting and being eligible, offers himself for re-appointment.

Mrs. Ratnaprabha.R.Kothavale who retires by rotation was appointed as director and women director being eligible, offers herself for appointment as director.

The brief resume and other details relating to the appointment of Directors form part of the Report on Corporate Governance.

AUDITORS :

The members of the Company have in the 24’th Annual General Meeting of the Company held on 11’th August,2014, appointed Haribhakati and Company LLP for the period of five years.

PERSONNEL :

There are no employees in respect of whom particulars are required to be disclosed pursuant to Companies Act ,2013.

CONSERVATION OF ENERGY, TECHONOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO :

The additional information required under the provisions of Section 134 of the Companies Act, 2013, read with the Companies Accounts Rule 2014 and forming a part to this report I is given in Annexure A to this report.

ACKNOWLEDGEMENTS :

Your Directors wish to express their deep sense of gratitude to the Bank Of Baroda for their continued guidance and support. The Directors would also like to place on record sincere appreciation for the commitment, dedication and hard work put in by the employees of the Company.

Directors are deeply grateful for the confidence and faith reposed by shareholders of the Company.

FOR AND ON BEHALF OF THE BOARD

Place: Pune SWASTIK SIRSIKAR R.S.KOTHAVALE

Date:13''th May, 2016 DIRECTOR MANAGING DIRECTOR

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Mar 31, 2015

The Members,

The Directors have pleasure in presenting their Twenty Fifth Annual Report with Audited Accounts of the Company for the year ended 31'st March 2015.

FINANCIAL HIGHLIGHTS

31.03.2015 31.03.2014 (Rs Lacs) (Rs Lacs)

Profit /( Loss) for the year before interest, 377.57 237.88

Financial Charges & Depreciation Less :

Interest, Financial Charges for the year 17.10 101.48

Depreciation 104.49 80.34

Profit/ (Loss) for the year 255.98 56.06

Add/ (Less) Provision for Income Tax (55.18) (10.07)

Add / (Less) Deferred Tax (94.72) 20.06

Net Profit/( Loss) for the period 106.06 25.31

DIVIDEND :

Your Directors do not recommend a divided for the financial year ended 31'st March,2015.

OPERATIONS:

During the year under consideration, customer order position was not satisfactory. Sales income is at Rs 2811.33 Lacs compared to previous years Rs. 3325.67 Lacs . Exports decreased from Rs 3020.29 Lacs ( previous year) to Rs 2237.53 Lacs. The Company is expecting to improve Export Sales for the year 2015-2016. The Company has earned net profit of Rs. 106.06 Lacs during the financial year 2014- 2015.

CAPACITY EXPANSION AND MODERNISATION

The Company has initiated a program of modernization of heat treatment facilities and press modernization to remove constraints in production and improve turnover of the company with planned capital expenditure .

CORPORATE SOCIAL RESPONSIBILITY

The provisions of Section 135 relating to Corporate Social Responsibility of the Companies Act 2013 are not applicable to the Company.

WHISTLE BLOWER POLICY

The Company has formulated Whistle Blower Policy as per requirements of Companies Act,2013 wherein employees and other stake holders are free to report any un-ethical or improper activity ,actual or supposed fraud or violation of companies code of conduct. This mechanism also provides safeguards against victimization of employees ,who avail of the mechanism.

PUBLIC DEPOSITS:

During the period under review your company has not accepted any fixed deposits from the public.

CLARIFICATION ON AUDIT QUALIFICATIONS:

There were no audit qualifications raised by the Statutory Auditors. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 134 (5) of the Companies Act, 2013 with respect to Directors' Responsibility Statement, your directors confirm that:

1) In the preparation of the Annual Accounts for the financial year ended March 31, 2015 , the applicable accounting standards have been followed along with proper explanations relating to material departures ,if any.

2) The Directors have selected accounting policies and have applied them consistently and have made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and the profit and loss of the Company for the financial year under review .

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

4) The Directors have prepared the annual accounts for the financial year ended March 31,2015 on " going concern basis".

5) The Directors had laid down internal financial controls to be followed by the Company and that such internal controls were adequate and operating effectively.

6) 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.

DIRECTORS :

Mr. Shantanu.R.Kothavale retires by rotation at this Meeting and being eligible, offers himself for re-appointment.

Mrs. Ratnaprabha.R.Kothavale who was appointed as additional director and women director up to the 25'th Annual General Meeting and being eligible, offers herself for appointment as director.

The brief resume and other details relating to the appointment of Directors form part of the Report on Corporate Governance.

AUDITORS :

The members of the Company have in the 24'th Annual General Meeting of the Company held on 11'th August,2014, appointed Haribhakati and Company LLP for the period of five years subject to ratification at subsequent annual general meeting. You are requested to ratify appointment of Haribhakti and Company LLP, to hold the office from the conclusion of ensuing Annual General Meeting for a period of remaining four years, as statutory auditors of the Company.

PERSONNEL :

There are no employees in respect of whom particulars are required to be disclosed pursuant to Companies Act ,2013.

CONSERVATION OF ENERGY, TECHONOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO :

The additional information required under the provisions of Section 134 of the Companies Act, 2013, read with the Companies Accounts Rule 2014 and forming a part to this report I is given in Annexure A to this report.

SECRETARIAL AUDIT:

Company is attending to the observation of secretarial auditor.

ACKNOWLEDGEMENTS :

Your Directors wish to express their deep sense of gratitude to the Bank Of Baroda for their continued guidance and support. The Directors would also like to place on record sincere appreciation for the commitment, dedication and hard work put in by the employees of the Company.

Directors are deeply grateful for the confidence and faith reposed by shareholders of the Company.

FOR AND ON BEHALF OF THE BOARD

Place : Pune SWASTIK SIRSIKAR R.S.KOTHAVALE Date: 9th May, 2015. DIRECTOR MANAGING DIRECTOR

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Mar 31, 2014

Dear members,

The Directors have pleasure in presenting their Twenty Fourth Annual Report with Audited Accounts of the Company for the year ended 31''st March 2014.

FINANCIAL HIGHLIGHTS

31.03.2014 31.03.2013 (Rs.Lacs) (Rs. Lacs)

Profit/(Loss) for the year 237.88 720.80 before interest,

Financial Charges & Depreciation Less :

Interest, Financial Charges 101.48 101.41 for the year

Depreciation 80.34 73.07

Profit/(Loss) for the year 56.06 546.32

Add/(Less) Provision for Income Tax (10.07) (80.00)

Add/(Less) Deferred Tax (20.06) 83.11

Net Profit/(Loss) for the period 25.31 549.43

DIVIDEND

In view of substantial drop in profits as compared to last year, your Directors do not recommend a divided for the financial year ended 31''st March, 2014.

OPERATIONS

During the year under consideration, customer order position was not satisfactory. Sales income is at Rs. 3223.84 Lacs compared to previous years Rs.4083.70 Lacs. Exports decreased from Rs. 3605.18 Lacs (previous year) to Rs 3020.29 Lacs. The Company has earned net profit of Rs.25.31 Lacs during the financial year 2013-2014.

CAPACITY EXPANSION AND MODERNISATION

The Company has initiated a program of modernization of heat treatment facilities and press modernization to remove constraints in production and improve turnover of the company with planned capital expenditure. The capital expenditure will be partly funded by internal accruals. With this expansion the turnover of the Company can reach Rs.70 Crores.

CORPORATE SOCIAL RESPONSIBILITY

The provisions of Section 135 relating to Corporate Social Responsibility of the Companies Act 2013 are not applicable to the Company.

PUBLIC DEPOSITS

During the period under review your company was not having a scheme of accepting fixed deposits from the public.

CLARIFICATION ON AUDIT QUALIFICATIONS

There were no audit qualifications raised by the Statutory Auditors.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 with respect to Directors'' Responsibility

1) In the preparation of the Annual Accounts for the financial year ended March 31, 2014, the applicable accounting standards have been followed along with proper explanations relating to material departures if any.

2) The Directors have selected accounting policies and have applied them consistently and have made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and the profit of the Company for the financial year under review.

3) Proper and sufficient care had been taken for the maintenance of adequate accounting records in accordance with provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

4) The Directors have prepared the annual accounts for the financial year ended March 31, 2014 on "going concern basis."

DIRECTORS

Mr Pradeep Bhargava retires by rotation at this Meeting and being eligible, offers himself for re-appointment. Mr. Shantanu. R. Kothavale retires by rotation at this Meeting and being eligible, offers himself for re-appointment. A brief resume and other details relating to the Directors who are to be re-appointed form part of Report on Corporate Governance.

AUDITORS

You are requested to appoint Haribhakti and Company, to hold the office from the conclusion of ensuing Annual General Meeting for a period of five years, as statutory auditors of the Company in place of retiring auditors, M/s Bapat & Company, have conveyed their un-willingness for appointment.

PERSONNEL

There are no employees in respect of whom particulars are required to be disclosed pursuant to Section 217 (2A) of Companies Act, 1956.

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

The additional information required under the provisions of Section 217 (1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 and forming a part to this report I is given in Annexure "A" to this report.

ACKNOWLEDGEMENTS

Your Directors wish to place on record their appreciation for the co-operation extended by various Government Authorities, Financial Institution/s, shareholders.

FOR AND ON BEHALF OF THE BOARD

Place: Pune R.S.KOTHAVALE Date : 30''th May, 2014. MANAGING DIRECTOR

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Mar 31, 2013

To, The Members,

The Directors have pleasure in presenting their Twenty Third Annual Report with Audited Accounts of the Company for the year ended 31''st March 2013.

FINANCIAL HIGHLIGHTS

31.03.2013 31.03.2012 (Rs.Lacs) (Rs.Lacs)

Profit /(Loss) for the year before interest, 720.80 796.80

Financial Charges & Depreciation

Less :

Interest, Financial Charges for the year 101.41 238.08

Depreciation 73.07 69.95

Profit/ (Loss) for the year 546.32 488.77

Add/ (Less) Provision for Income Tax 80.00 (122.00)

Add / (Less) Deferred Tax (83.11) (42.75)

Net Profit/( Loss) for the period 549.43 324.02

Exceptional items included in Profits contains realisation an account following items in the financial year 2012-2013

1) Compersation received from suppliers Rs. 1,02,55,448

2) Profit or sale of land Rs. 1,28,31,960

DIVIDEND :

Your Directors recommend a divided at the rate of 15.%, viz Rs.1.50/- (Rupee One Paisa Fifty Only) per share for the financial year ended 31''st March,2013.

OPERATIONS:

During the year under consideration, customer order position was not satisfactory. Sales income is at Rs. 4083.70 Lacs compared to previous years Rs.5628.08 Lacs. Exports decreased from Rs. 5111.83 Lacs ( previous year) to Rs 3605.18 Lacs. The Company has earned net profit of Rs.549.43 Lacs during the financial year 2012-2013.

PUBLIC DEPOSITS :

During the period under review your company has not accepted any fixed deposits from the public.

CAPACITY EXPANSION AND MODERNISATION

The Company has initiated a program of modernization and increase in capacity of heat treatment facilities and press shop modernization to remove constraints in production and improve turnover of the company with capital expenditure of Rs.1630 Lacs . The capital expenditure will be partly funded by internal accruals and bank finance.

PUBLIC DEPOSITS :

During the period under review your company has not accepted any fixed deposits from the public.

CLARIFICATION ON AUDIT QUALIFICATIONS:

The information as regards vendor under "The Micro Small and Medium Enterprises Development Act, 2006 is pending and hence no disclosure has been made in this regard

DIRECTORS RESPONSIBILITY STATEMENT :

Pursuance to the requirement under Section 217 (2AA) of the Companies Act, 1956 with respect to Directors'' Responsibility Statement, your directors confirm that:

1) In the preparation of the Annual Accounts for the financial year ended March 31, 2013 , the applicable accounting standards have been followed along with proper explanations relating to material departures, if any.

2) The Directors have selected accounting policies and have been applied them consistently and have made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and the profit of the Company for the financial year under review.

3) Proper and sufficient care had been taken for the maintenance of adequate accounting records in accordance with provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

4) The Directors have prepared the annual accounts for the financial year ended March 31, 2013 on " going concern basis".

DIRECTORS :

Mr S.Padmanabhan retires by rotation at this Meeting and being eligible, offers himself for re-appointment. Mr. Swastik. M. Sirsikar retires by rotation at this Meeting and being eligible, offers himself for re-appointment. The brief resume and other details relating to the Directors who are to be re- appointed form part of the Report on Corporate Governance.

During the year under review Mr.P.B.Kore resigned as Director of the Company

effective from 1''st January,2013.

AUDITORS :

Yo u are requested to re-appoint the retiring auditor M/s Bapat & Company for the current year to hold the office from the conclusion of ensuing Annual General Meeting until the conclusion of the next Annual General Meeting of the Company.

PERSONNEL :

There are no employees in respect of whom particulars are required to be disclosed pursuant to Section 217 (2A) of Companies Act ,1956.

CONSERVATION OF ENERGY, TECHONOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO :

The additional information required under the provisions of Section 217 (1) (e) of the Companies Act, 1956, read with the Companies ( Disclosure of particulars in the Report of Board of Directors ) Rules ,1988 and forming a part to this report I is given in Annexue A to this report.

ACKNOWLEDGEMENTS :

Your Directors wish to place on record their appreciation for the co-operation extended by various Government Authorities, Financial Institution/s, shareholders, and staff of the Company.

FOR AND ON BEHALF OF THE BOARD

Place : Pune R.S.KOTHAVALE

Date 13''th May, 2013. MANAGING DIRECTOR

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Mar 31, 2012

The Directors have pleasure in presenting their Twenty Second Annual Report with Audited Accounts of the Company for the year ended 31st March 2012.

FINANCIAL HIGHLIGHTS

31.03.2012 31.03.2011 (Rs.Lacs) (Rs.Lacs)

Profit /( Loss) for the year before interest, 796.80 544.59 Financial Charges & Depreciation Less :

Interest, Financial Charges for the year 238.08 106.90

Depreciation 69.95 114.17

Profit/ (Loss) for the year 488.77 312.41

Add/ (Less) Provision for Income Tax (122.00) (114.20)

Add / (Less) Deferred Tax (42 .75) 1.759

Net Profit/( Loss) for the period 324.02 199.96

DIVIDEND:

Your Directors recommend a divided at the rate of 15%, viz Rs.1.50/- (Rupee One Paisa Fifty Only) per share for the financial year ended 31st March, 2012.

OPERATIONS:

During the year under consideration, customer order position was satisfactory. Sales income is at Rs. 5524.84 Lacs compared to previous years Rs.3112.73 Lacs . Exports increased from Rs.2767.89 Lacs ( previous year) to Rs 5111.83 Lacs. The Company is expecting to improve both Export and Domestic Sales for the year 2012-2013, which will result in better profitability. The Company has earned net profit of Rs. 324.02 Lacs during the financial year 2011-2012.

PUBLIC DEPOSITS:

During the period under review your company has not accepted any fixed deposits from the public.

CLARIFICATION ON AUDIT QUALIFICATIONS:

The Statutory Auditors have pointed out that as per Company's Policy, Sale of goods is recognized at the point of dispatch. The sale for the current year includes Sales to a Customer amount to Rs.471.89 lacs ( Previous year Rs.456.47 Lacs) where dispatch has been made but actual title has not been transferred. This is in accordance with the agreement entered into with customer where title of goods will be transferred on actual usage.

The information as regards vendor under "The Micro Small and Medium Enterprises Development Act ,2006'' is pending and hence no disclosure has been made in this regard.

DIRECTORS RESPONSIBALITY STATEMENT:

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 with respect to Directors' Responsibility Statement, your Directors confirm that:

1) In the preparation of the Annual Accounts for the financial year ended March 31, 2012 , the applicable accounting standards have been followed along with proper explanations relating to material departures ,if any.

2) The Directors have selected such accounting policies and have applied them consistently and have made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the financial year under review .

3) Proper and sufficient care had been taken for the maintenance of adequate accounting records in accordance with provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

4) The Directors have prepared the annual accounts for the financial year ended March 31, 2012 on " going concern basis".

DIRECTORS:

Mr P.B.Kore Director, who retires by rotation at this Meeting and being eligible, offers himself for re-appointment.

Mr.Shantanu.R.Kothavale Director, who retires by rotation at this Meeting and being eligible, offers himself for re-appointment.

The brief resume and other details relating to the Directors who are elegible for re - appointment form part of the Report on Corporate Governance.

AUDITORS:

You are requested to re-appoint the retiring auditor M/s Bapat & Company for the current year to hold the office from the conclusion of ensuing Annual General Meeting until the conclusion of the next Annual General Meeting of the Company.

PERSONNEL:

There are no employees in respect of whom particulars are required to be disclosed pursuant to Section 217 (2A) of Companies Act ,1956.

CONSERVATION OF ENERGY, TECHONOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The additional information required under the provisions of Section 217(1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of particulars in the Report of Board of Directors ) Rules,1988 and forming a part to this report I is given in Annexue A to this report.

ACKNOWLEDGEMENTS:

Your Directors wish to place on record their appreciation for the co-operation extended by various Government Authorities, Financial Institution/s ,shareholders, and staff of the Company.

FOR AND ON BEHALF OF THE BOARD

Place : Pune R.S.KOTHAVALE

Date 12th May, 2012. MANAGING DIRECTOR

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Mar 31, 2010

The Directors have pleasure in presenting their Twentieth Annual Report with Audited Accounts of the Company for the year ended 31st March 2010,

FINANCIAL HIGHLIGHTS ( Rs. Lacs)

31.03.2010 3103.2009

Profit /( Loss) for the year before interest, 716.23 700.84

Financial Charges & Depreciation

Less:

Interest, Financial Charges for the year 67.60 169.52

Depreciation 141.52 131.93

Profit/ (Loss) for the year 507.11 399.39

Add/ (Less) Provision for Income Tax (193.75) (139.62)

Add / (Less) Deferred Tax 20.54 (1.29)

Net Profit/ ( Loss) for the period 333.90 258.48

DIVIDEND :

Your Directors recommend a divided at the rate of 10% viz Rs. 1 per equity

share for the year ended 31st March, 2010.

OPERATIONS:

During the year under consideration, customer order position was satisfactory although less. Sales income is at Rs.3495.34Lacs as compared to previous years Rs.4697.99 Lacs . Sales income decreased as compared to previous year income. Exports decreased from Rs. 3985.03 Lacs (previous year) to Rs 2697.58 Lacs. The Company is hopeful of improving both Export and Domestic Sales for the year 2010-2011, which will result in better profitability. The Company has earned net profit of Rs. 333.90 Lacs during the financial year 2009-2010.

PUBLIC DEPOSITS :

During the period under review your company has not accepted any fixed deposits from the public.

CLARIFICATION ON AUDIT QUALIFICATIONS :

The Statutory Auditors have pointed out that as per Companys Policy, sale of goods is recognized at the point of dispatch. The sale for the current year includes sale to a customer amounting to Rs. 255.5 lacs where dispatch has been made but actual title has not been transferered. This is in accordance with the

agreement entered in to with customer where title of goods will be transfered on actual usage. In respect of outstanding payment of sales tax liability to the extent of Rs. 82.91 lacs, the company is expecting refund to the extent of Rs. 485.83 lacs from sales tax department and believes that outstanding liability of Rs. 82.91 lacs will get adjusted against the refund amount due.

The information as regards vendor under "The Micro Small and Medium

Enterprises Development Act, 2006 is awaited and hence disclosure could not be made in this regard.

DIRECTORS RESPONSIBALITY STATEMENT :

Pursuance to the requirement under Section 217(2AA) of the Companies Act, 1956 with respect to Directors Responsibility Statement, it is hereby confirmed :

i) that in the preparation of the annual accounts for the financial year ended March 31, 2010 , the applicable accounting standards have been followed along with proper explanations relating to material departures .

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

iii) that the the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with

provisions of the Companies Act. 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

iv) that the Directors have prepared the annual accounts for the financial year ended March 31, 2010 on " going concern basis" DIRECTORS : - Mr Shantanu.R.Kothavale retires by rotation at this Meeting and being eligible. offers himself for re-appointment.

Mr.S.Padmanabhan retires by rotation at this Meeting and being eligible .offers himself for re-appointment.

The brief resume and other details relating to the Directors who are to be re- appointed form part of the Report on Corporate Governance AUDITORS :

You are requested to re-appoint the retiring auditor M.s Bapat & Company lor the current year to hold the office from the conclusion of ensuing Annual General Meeting until the conclusion of the next Annual General Meeting of the Company.

PERSONNEL:

There are no employees in respect of whom particulars are required to be disclosed pursuant to Section 217 (2A) of Companies Act ,1956. CON SERVATION OF ENERGY, TECHONOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The additional information required under the provisions of Section 217 (1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules ,1988 and forming a part to this report I is given in Annexue A to this report.

ACKNOWLEDGEMENTS :

Your Directors wish to place on record their appreciation for the co-operation extended by various Government Authorities, Financial Institutions, shareholders and staff of the Company.

FOR AND ON BEHALF OF THE BOARD



Place : Pune R.S.KOTHAVALE

Date 8th May ,2010. MANAGING DIRECTOR