Directors Report of Taparia Tools Ltd.

Mar 31, 2014

To the Members of Taparia Tools Limited,

The Directors have pleasure in presenting the 48th Annual Report on the operations of the Company together with the Audited Accounts for the year ended March 31, 2014.

FINANCIAL PERFORMANCE

(Rs. in lakhs) 2013-14 2012-13

Revenue (Net) 26737.74 24195.98

Profit before interest and depreciation 2101.32 1747.17

Less: Interest 162.89 299.50

Gross Profit 1938.43 1447.67

Less : Depreciation 85.12 66.65

Profit for the year before tax 1853.31 1381.02

Less : Provision for taxation

Current Tax 675.25 442.34

Deferred Tax (13.43) (18.86)

Profit after tax 1191.49 957.54

Add : Surplus brought forward from previous year 3217.32 2357.78

Profit available for Appropriations 4408.81 3315.32

Less : General Reserve 119.15 98.00

Surplus carried to Balance Sheet 4289.66 3217.32

DIVIDEND

The Directors have not recommended any dividend for the year under review. The Company has retained the funds for expansion of the activities of the company by introduction of new product range and purchase of Machinery & Equipments etc.

REVIEW OF OPERATIONS

During the year under review, though the inflation rate was high and the economic growth was lower than expected and also a drought-hit agriculture output in some States, the Company''s working during the year is satisfactory.

The Company''s total revenue (Net of excise duty) were Rs. 26,737.74 Lakhs that represent an increase of 10.51% over the sales of Rs. 24,195.98 Lakhs in the previous year. Profit earned after tax is Rs. 1191.49 Lakhs in the current year against Rs. 957.54 Lakhs in the previous year.

Despite continuously rising cost of inputs and keen competition in hand tools market, the current results of the Company are satisfactory. The Company has revised its product prices w.e.f. 10th September, 2013 to cope with increased costs.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI. The Company has also implemented several best Corporate Governance practices as prevalent globally.

The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report.

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

PERSONNEL

The industrial relations with employees continued to be satisfactory during the year under review. There was no employee drawing salary of more than Rs. 5,00,000/- per month or Rs. 60,00,000/- per annum. Hence, the requirement of a statement giving information and particulars of the employees as required under section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended, is not applicable.

DIRECTORS

The Board is sad to inform the Members that Dr. M. G. Nathani, Executive Director, passed away on 29-03-2014. During his tenure as Executive Director, D r. M.G. Nathani greatly contributed to the progress of the Company and introduced many new and novel ideas for development and growth of the Company. The Board places on record its appreciation of the great contribution made by him to the growth and development of the Company. May his soul rest in peace.

Shri M.P .Taparia, Shri D.P. Taparia and Shri Virendraa Bangur, Directors of the Company retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. Brief profile of the Directors is given in the Annexure to the Notice.

It is proposed to appoint Shri P. N. Shah, Shri M. V. Gore, Shri B. B. Ladda, Shri G. S. Manasawala and Shri Rajeev J. Mundra, as Independent Directors on the Board of the Company to hold office for 5 (five) consecutive years for a term up to the conclusion of the 53rd Annual General Meeting of the Company in the calendar year 2019. Brief profile of these Directors is given in the Annexure to the Notice.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to section 217(2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, it is hereby confirmed that:

1) In the preparation of the Annual Financial Statements, the applicable accounting standards have been followed along with proper explanation relating to material departures;

2) Selected appropriate such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and of the profit of the Company for the year under review;

3) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 and for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;

4) The Annual Financial Statements have been prepared on a "going concern" basis.

AUDITORS

The Auditors, M/s. Batliboi and Purohit, Chartered Accountants, retire at the ensuing AGM and have confirmed their eligibility and willingness to accept office, if re-appointed.

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

COST AUDITORS

The Company has appointed M/s. CY and Associates,

Cost Accountants, as a Cost Auditors of the Company for the financial year 2014-15.

ENERGY, TECHNOLOGY & FOREIGN EXCHANGE

Information on conservation of energy, technology absorption, foreign exchange earnings and outgo required to be given pursuant to section 217(1)(e) of the Companies Act, 1956 read together with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 is annexed hereto and forms part of this Report.

CONTRIBUTION TO REVENUE

Company has contributed the following amounts to the exchequer''s revenues during the year:

(Rs. in lakhs)

a) Excise Duty 787.60

b) VAT/CST 866.98

c) Octroi and Municipal Taxes 47.82

d) Income Tax 595.45

Total 2297.85

ACKNOWLEDGEMENT

The Directors wish to convey their appreciation for the total commitment, dedication, hard work and enormous personal efforts as well as collective contribution put in by every employee of your Company in achieving the present performance of the Company.

The Directors would also like to thank the bankers, Central and State Governments, local authorities, customers, distributors, suppliers and all other business associates for the continuous and unstinted support given by them to the Company and their confidence in its management.

The Directors are thankful to the esteemed shareholders for their continued support and the confidence reposed in the Company and its management.

On behalf of the Board of Directors

H.N. Taparia Chairman & Mumbai, 27th May, 2014 Managing Director

---

Mar 31, 2013

To the Members of Taparia Tools Limited,

The Directors have pleasure in presenting the 47th Annual Report on the operations of the Company together with the Audited Accounts for the year ended March 31,2013.

FINANCIAL PERFORMANCE

[Rs. in lakhs]

2012-13 2011-12

Revenue (Net) 24195.98 22419.25

Profit before interest

and depreciation 1747.17 1397.19

Less: Interest 299.50 207.04

Gross Profit 1447.67 1190.15

Less: Depreciation 66.65 63.30

Profit for the year

before tax 1381.02 1126.85

Less: Provision for taxation

Current Tax 442.34 417.00

Deferred Tax (18.86) (17.57)

Profit after tax 957.54 727.42

Add: Surplus brought forward from previousyear 2357.78 1703.36

Profit available for Appropriations 3315.32 2430.78

Less: General Reserve 98.00 73.00

Surplus carried to Balance Sheet 3217.32 2357.78



DIVIDEND

The Directors have not recommended any dividend for the year under review. The Company has retained the funds for expansion of the activities of the company by introduction of new product range and purchase of land for new development.

REVIEW OF OPERATIONS

During the year under review, though the inflation rate was high and the economic growth was lower than expected and also a drought-hit agriculture output in some States, the Company''s working during the year is satisfactory.

The Company''s total revenue (Net of excise duty) were'' 24195.98 lakhs that represent an increase of 7.92% over the sales of Rs. 22,419.25 lakhs in the previous year. Profit earned after tax is X 957.54 lakhs in the current year against Rs. 727.42 lakhs in the previous year.

Despite continuously rising cost of inputs and keen competition in hand tools market, the current results of the Company are satisfactory. The Company has revised its product prices w.e.f. 01st August 2012 to cope with increased costs.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI. The Company has also implemented several best Corporate Governance practices as prevalent globally.

The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report.

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

PERSONNEL

The industrial relations with employees continued to be satisfactory during the year under review. There was no employee drawing salary of more than Rs. 5,00,000/- per month or Rs. 60,00,000/- per annum. Hence, the requirement of a statement giving information and particulars of the employees as required under section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended, is not applicable.

DIRECTORS

Shri P.S. Krishnan was appointed as Additional Director of the Company with effect from 03rd November, 2012. Under section 260 of the Companies Act, 1956, Shri P.S. Krishnan will hold office upto the forthcoming Annual General Meeting. As required by section 257 of the Companies Act, 1956, the Company has received Notice from the shareholder in writing signifying his intention to propose the candidature of Shri P.S. Krishnan as Whole Time Director.

Shri G. S. Manasawala, Shri B.B. Ladda and Shri Rajeev J. Mundra, Directors of the Company retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. Brief profile of the Directors is given in the Annexure to the Notice.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to section 217(2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, it is hereby confirmed that:

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

2) Selected appropriate such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and of the profit of the Company for the year under review;

3) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 and for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;

4) The Annual Accounts have been prepared on a "going concern" basis.

AUDITORS

Themembers are requested to appoint Statutory Auditors for the current financial year and to fix their remuneration.

M/s. Batliboi and Purohit, Chartered Accountants, the present Auditors, have under section 224 (IB) of the Companies Act, 1956, furnished their Eligibility Certificate for reappointment.

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

ENERGY, TECHNOLOGY & FOREIGN EXCHANGE

Information on conservation of energy, technology absorption, foreign exchange earnings and outgo required to be given pursuant to section 217(l)(e) of the Companies Act, 1956 read together with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 is annexed hereto and forms part of this Report.

CONTRIBUTION TO REVENUE

Company has contributed the following amounts to the exchequer''s revenues during the year:

[Rs. in lakhs)

a) Excise Duty 748.46

b) VAT/CST 787.49

c) Octroi and Municipal Taxes 60.86

d) Income Tax 420.00

Total 2016.81



ACKNOWLEDGEMENT

The Directors wish to convey their appreciation for the total commitment, dedication, hard work and enormous personal efforts as well as collective contribution put in by every employee of your Company in achieving the present performance of the Company.

The Directors would also like to thank the bankers, Central and State Governments, local authorities, customers, distributors, suppliers and all other business associates for the continuous and unstinted support given by them to the Company and their confidence in its management.

The Directors are thankful to the esteemed shareholders for their continued support and the confidence reposed in the Company and its management.



On behalf of the Board of Directors





H.N. Taparia

Chairman &

Mumbai, 30th May, 2013 Managing Director

---

Mar 31, 2010

The Directors have pleasure in presenting the 44th Annual Report on the business and operations of the Company together with the Financial Accounts for the year ended March 31, 2010.

FINANCIAL RESULTS

[Rupees in lakhs)

Current Previous year Year

Sales [Net] 14484.82 11834.40

Profit before interest and depreciation 1020.91 729.37

Interest 75.26 31.58

Gross Profit 945.65 697.79

Depreciation 59.00 52.68

Profit for the year 886.65 645.11 before tax

Less: Provision for taxation

Current Tax 300.45 246.00

Previous year - 1.31

Deferred Tax 2.71 [1.32]

Fringe Benefit Tax - 4.50

Profit after tax 583.49 394.62

Add: Surplus brought forward from previous year 659.43 304.81

Profit available for Appropriations: 1242.92 699.43

Less:

General Reserve 60.00 40.00

Surplus carried to Balance Sheet 1182.92 659.43

DIVIDEND

The Directors have not recommended any dividend for the year under review due to sizeable capital expenditure for implementation of the SAP software and retaining the profits for future developments/ projects.

REVIEW OF OPERATIONS

The Indian economy witnessed challenging times because of high cost of credit and fall in capital markets that stoked the sluggishness in the economy. However, stimulus packages were announced by the Government together with the initiatives for overall development of the economy. The manufacturing industry also benefited on account of the measures adopted by the Government.

The concepts of Total Productive Maintenance (TPM] and World Class Productivity Practices and-Management, adopted and implemented in the past have been reflected in the improvements during the year. Apart from improved quality of products, it has resulted in a pleasant working atmosphere on the shop floor.

Looking to the growing business volumes and ever-increasing need of sophistication in production and administration processes the Company has implemented leveraging the latest technology in its day-to-day operations. The Company has invested a considerable sum in the implementation of latest E.R.P. system i.e. S.A.P.

During the year under review, the Companys total sales were Rs. 14484.82 lakhs net of excise duty that represents an increase of 22.40% over the sale of Rs. 11834.40 lakhs net of excise duty in the previous year.

Profit earned aftertax increased to Rs. 583.49 lakhs in the current year against Rs. 394.62 lakhs in the previous year.

After the success of the Bigger Distributors Get-together held last year, this year also the Company organized the second tier Distributors Get-together wherein different Distributors from all over India gathered at Companys Plant at Nashik. This event gave an opportunity to everyone associated with Taparia Tools to come together and spontaneously fortifying the sense of belongingness of the Distributors with Taparia Tools.

CORPORATE GOVERNANCE

Your Directors reaffirm their continued commitment to good corporate governance practices. Your Company complied with all the provisions of Clause 49 of the Listing Agreement with the BSE relating to corporate governance.

A separate section on corporate governance together with a certificate from your Companys Statutory Auditors forms a part of this Annual Report.

PERSONNEL

The industrial relations with employees continued to be cordial and satisfactory during the year under review. The new wage Agreement is due w.e.f from 20-02-2010, negotiations with workmen are under progress.

There was no employee drawing salary of more than Rs. 2,00,000/- per month or Rs. 24,00,000/- per annum. Hence, the requirement of a statement giving information and particulars of the employees as required under section 217 (2A]ofthe Companies Act, 1956 read with Companies [Particulars of Employees] Rules, 1975 as amended, is not applicable.

DIRECTORS

Shri R.N.R. Malani, Independent Director, resigned from the Board w.e.f. 30th January 2010. The Directors wish to place on record their appreciation for the contribution made during his long tenure as a Director of the Company.

Shri Rajeev J. Mundra was appointed as Additional Director of the Company with effect from 30th January 2010. Under section 260 of the Companies Act, 1956, Shri Rajeev J. Mundra will hold office upto the forthcoming Annual General Meeting. As required by section 257 of the Companies Act, 1956 the Company has received notices from the shareholders in writing signifying their intention to propose the candidatures of Shri Rajeev J. Mundra as Non Executive Independent Director of the Company.

Shri B.B.Ladda, Shri G.S. Manasawala and Shri J.K. Taparia, Directors of the Company retire by rotation and being eligible, offer themselves for re-appointments.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to section 217(2 AA) of the Companies Act, 1956, with respect to Directors Responsibility Statement, it is hereby confirmed that:

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

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

3. 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 and for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;

4. The Directors have prepared the annual accounts on a "going concern basis".

AUDITORS

The members are requested to appoint Statutory Auditors for the current financial year and to fix their remuneration. M/s. Batliboi and Purohit, Chartered Accountants, the present Auditors, have under section 224 [1B) of the Companies Act, 1956, furnished their Eligibility Certificate dated 10-08-2010 for reappointment.

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

ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE

Information on conservation of energy, technology absorption, foreign exchange earnings and outgo required to be given pursuant to section 217[1 ] [e] of the Companies Act, 1956 read together with the Companies [Disclosure of particulars in the Report of Board of Directors) Rules, 1988 is annexed hereto and forms part of this Report.

CONTRIBUTION TO REVENUE

Company has contributed the following amounts to the exchequers revenues during the year;

(Rs.in Lakhs]

a) Excise Duty 500.00

b) VAT/CST 483.74

c) Octroi & Municipal Taxes 63.46

d) Income Tax, Fringe Benefit Tax, etc. 300.45

Total 1347.65

ACKNOWLEDGMENT

The Directors wish to convey their appreciation for the total commitment, dedication, hard work and enormous personal efforts as well as collective contribution put in by every employee of your Company in achieving the present performance of the Company.

The Directors would also like to thank the bankers, Central & State Governments, local authorities, customers, distributors, suppliers and all other business associates for the continuous and unstinted support given by them to the Company and their confidence in its management.

Lastly, your Directors are deeply grateful for the confidence and faith shown by the shareholders of the Company in them.

On behalf of the Board of Directors Mumbai, 13th August 2010 H.N. Taparia Chairman & Managing Director