Directors Report of Alfred Herbert (India) Ltd.

Mar 31, 2025

The Directors present their One Hundred Fifth Annual Report with the Audited Financial Statements for the year ended March
31, 2025. The Financial Results are as under:

Particulars	Standalone		Consolidated
	For the year	For the year	For the year	For the year
	ended	ended	ended	ended
	31st March 2025	31st March 2024	31st March 2025	31st March 2024
Profit before Tax and Exceptional items	695.22	52.71	711.47	51.43
Exceptional Items	-	-	-	-
Provision for Tax (including deferred tax)	72.18	(19.55)	76.75	(16.04)
Profit after Tax	623.04	72.26	634.72	67.47
Surplus from earlier years brought forward	1478.82	1547.28	1574.12	1649.69
Amount available for Appropriation	2101.86	1619.54	2208.84	1717.16
Appropriations:
Dividend	30.86	27.00	30.86	27.00
General Reserve	100.00	100.00	100.00	100.00
Special Reserve	124.61	14.45	127.31	16.77
	1846.39	1478.09	1950.67	1573.39
Transfer to Retained Earnings	1.78	0.73	1.78	0.73
Surplus carried to Balance Sheet	1848.17	1478.82	1952.45	1574.12

Accounts for the year ended 31st March 2025 have been
prepared in conformity with Indian Accounting Standards
(''Ind AS'') notified under section 133 of Companies Act,
2013("the Act") read with Companies (Indian Accounting
Standards) Rules, 2015 as amended by Companies (Indian
Accounting Standards) Rules, 2016 from 1st April, 2019,
leading to major changes in the Accounting policies.

OPERATIONS

The Standalone Operating Income of the Company is derived
from a mix of dividend, interest income, rental income and
capital gains from sale of investment property.

The Company''s gross income for the financial year ended 31st
March 2025 stood at Rs. 1025.23 lakhs as against Rs. 195.05
lakhs in 2023-24. Profit before tax stood at Rs. 695.22 lakhs in
2024-25 as against Rs. 52.71 lakhs profit before tax in 2023¬
24. Profit after tax of the Company stood at Rs. 623.04 lakhs
as against Rs. 72.26 lakhs in 2023-24. As on 31st March,
2025 other comprehensive income net of tax amounted to Rs.
(686.33) lakhs for the year. The profit realized on sale of some
non-current investments was transferred to Retained earnings
in conformity with the Accounting Standards.

The Company has completed development of its property
in Kolkata and has received the completion certificate from
Kolkata Municipal Corporation dated 30th May, 2024.
Though the building was initially constructed for own use by
the company, after careful consideration of the requirements
it was decided that some floors of the same may be sold
to unlock value. Accordingly, one floor of the building was

sold during the period under review.The Building has been
certified as Platinum Green Building by LEED.

DIVIDEND

Your Directors take pleasure in recommending for approval
of the payment of Dividend of Rs. 5 (per share) on 7,71,429
Equity Shares of the Company for the year ended 31 st March,
2025 subject to the approval of the Members in the 105th
Annual General Meeting of the Company.

TRANSFER TO RESERVES

The Company has transferred Rs.100 lakhs to the General
Reserve Account and Rs. 124.61 lakhs to the Special Reserve
Account.

CHANGE IN NATURE OF BUSINESS

There has been no change in the nature of business of the
Company during the financial year 2024-25.

MEETINGS OF THE BOARD

Four meetings of the Board were held during the year under
review. For details of meetings of the Board, please refer to
the Corporate Governance Report, which is a part of this
report. The intervening gap between the meetings was within
the period prescribed under the Companies Act, 2013.

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the
Act, the Annual Return as on March 31, 2025 is available on
the Company''s website at www.alfredherbert.co.in.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Pursuant to the provisions of the Companies Act, 2013, Mr.
A. V. Lodha, Director, retires by rotation and being eligible,
offers himself for re-appointment. Based on the performance
evaluation and recommendation of the Nomination and
Remuneration Committee, the Board recommends his
reappointment. A resolution seeking shareholders'' approval
for his re-appointment forms part of the notice.

During the year under review, the following changes took
place in the Office of Key Managerial Personnel (KMP)

• Mr. Vikram Matta ceased to be the CEO of the Company
with effect from 31.05.2024 and Mr. Partha Pratim Das
was appointed in his place with effect from 01.06.2024

• Mrs. Shobhana Sethi ceased to be the CFO and Company
Secretary of the Company with effect from 08.11.2024 and
Mr. Ananda Bhattacharyya was appointed in her place with
effect from 09.11.2024

Pursuant to the Provisions of Section 203 of the Companies
Act 2013, the Key Managerial Personnels of the Company as
on March 31,2025 are

- Mr. Partha Pratim Das - Chief Executive Officer

- Mr. Ananda Bhattacharyya - Chief Financial Officer and
Company Secretary

INDEPENDENT DIRECTORS AND THEIR DECLARATION OF
INDEPENDENCE

As on 31st March, 2025, Mr. Ashish Poddar, Mr. P K Madappa
and Mrs. Alka Bhandari are the Independent Directors of the
Company appointed pursuant to the provisions of Section
149 of the Companies Act 2013 and Listing Regulations as
per SEBI. Each Independent Director has confirmed to the
Company that he or she meets the criteria of independence
as provided in Section 149(6) of the Companies Act, 2013
and Regulation 16 (1)(b) of the Listing Regulations. There
has been no change in circumstances which may affect their
status as an Independent Director during the year, which had
been considered and taken on record by the Board.

All the Independent Directors are registered in the database
maintained with Indian Institute of Corporate Affairs (IICA).
In the opinion of the board, all the Independent Directors are
persons of integrity and possess the relevant expertise and
experience (including proficiency) as required under the Act
and the Rules made thereunder.

MANAGEMENT DISCUSSION & ANALYSIS:

The Shareholders have been aware that since Financial
Year 2019-2020 the Presentation of your Company''s
Financial Statements have significantly changed with the
implementation of IND AS. Under IND AS, profit or loss on
actual sale of Equity Investments and net gain or loss on fair
value changer are recorded in Other Comprehensive Income
[OCI] instead of being routed through the Statement of
Profit and Loss. These gains [net of taxes] are subsequently
reclassified from OCI to retained earnings. Thus, the income
from Operations of our Company, being an Investment
Company, includes mainly Dividends and Interest Income. To

augment the Operating Income over the medium term your
Company plans to let out a part of the property in Strand
Road and increase its investments significantly for greater
dividend and interest income. This forms part of our endeavor
to increase operating income earning capacity.

GLOBAL ECONOMIC OUTLOOK 2025:

The "WORLD ECONOMIC OUTLOOK UPDATE" Report by the
IMF of January 2025, stated that global growth is projected
to remain stable at about 3.3% both in 2025 and 2026.
However, the potential ramification of policies proposed by
United States [US] has given rise to considerable uncertainty
leading to lower expectations of global growth.

The volatility in the global economic scenario has become
a defining feature of recent years, driven by factors such as
geopolitical tensions, fluctuating energy prices, inflationary
pressures, climate events and shifting monetary policies.
Such volatility disrupts global supply chains, impacts investor
confidence and leads to uncertainty in financial markets.
For businesses and Government alike, it complicates long¬
term planning and increases the cost of capital. Currency
fluctuations and trade imbalances can further strain emerging
economies. Overall, global economic volatility heightens
the risks associated with investment, slows down growth
trajectories and requires more resilient and adaptive economic
strategies to safeguard stability.

INDIAN ECONOMIC SCENERIO:

India continues to stand out as a beacon of economic
strength and resilience in the global landscape. As the world''s
fifth-largest economy, it is well-positioned to maintain its
status as the fastest-growing major economy, with GDP
growth projected at a robust 6.5% for FY26. This momentum
is supported by strong domestic consumption, a stable
macroeconomic environment, and healthy foreign exchange
reserves. Inflation remains within manageable levels, and the
interest rate environment has stabilized, fostering a conducive
backdrop for both public and private sector investment.

India''s growth story is underpinned by structural drivers that
offer long-term sustainability. The country is capitalizing on
its demographic dividend, with a young and aspirational
workforce driving productivity and innovation. Continued
enhancements in physical and digital infrastructure are
accelerating connectivity, improving supply chains, and
fostering greater economic integration. The government''s
increased capital expenditure, along with targeted initiatives
such as the Production Linked Incentive (PLI) schemes, are
catalysing manufacturing growth, fostering self-reliance, and
attracting both domestic and foreign investment.

The International Monetary Fund (IMF) has acknowledged
India''s economic resilience, highlighting its progress in
formalization, digital inclusion, and robust institutional
frameworks. As India continues to advance reforms, embrace
technology, and strengthen its global trade linkages, it
remains poised to be a key engine of global growth in the
coming decades.

COMPANY''S OUTLOOK:

Given this background, the Directors affirm that the Company''s
investments are guided by a long-term vision, with a focus on

sustainable value creation. These investments are strategic in
nature, aligned with the Company''s commitment to building
enduring value over time rather than pursuing short-term
gains.

As part of the Company''s capital allocation strategy, there is a
clear emphasis on unlocking intrinsic value across its portfolio
to enable greater value creation in the years ahead. The
Company will continue to adopt a disciplined, patient capital
approach—deploying funds prudently across a diversified mix
of equities, real estate, fixed income instruments, alternative
assets and/or operating businesses. Notably, subsequent to
the financial year-end, the Company divested its stake in
the property in Whitefield, representing a significant step
towards unlocking value and strengthening the base for
future growth.

Equities: The Company maintains a positive long-term outlook
on equity markets, underpinned by improving macroeconomic
indicators, a stable political environment, and strong
corporate earnings momentum. India''s structural growth
drivers—such as formalization of the economy, rising digital
adoption, infrastructure expansion, and robust domestic
consumption—are expected to continue supporting equity
valuations. Easing inflationary trends and potential monetary
policy easing by global and domestic central banks further
enhance the outlook. Over the long term, equities remain
a key driver of capital appreciation and are well-positioned
to benefit from both cyclical and structural tailwinds in the
Indian economy.

Fixed Income (Debt): The outlook for fixed income
investments remains favorable, particularly as interest rate
cuts are increasingly anticipated in response to a moderating
inflation trajectory and slower global growth. In India, the
Reserve Bank of India is expected to shift towards a more
accommodative stance in the coming quarters, which could
translate into lower yields and a corresponding rise in bond
prices. Long-duration Indian Government Bonds (IGBs) are
especially well-placed to benefit from this environment.
Additionally, the inclusion of Indian government securities
in global bond indices is likely to attract sustained foreign
inflows, enhancing market depth and liquidity. The Company
continues to view high-quality debt instruments as a stable
component of its long-term portfolio, offering both income
and capital preservation.

Real Estate: The real estate sector, after a prolonged period
of subdued performance, is exhibiting signs of a structural
recovery, supported by improving demand fundamentals and
increased institutional participation. Urbanization trends,
a revival in housing demand—particularly in mid-income
and premium segments—and regulatory reforms such as
RERA have enhanced transparency and investor confidence.
Additionally, favourable borrowing conditions and improved
affordability are driving real estate activity across both
residential and commercial segments. The Company is
actively evaluating select opportunities within this asset class,
with a view to participating in its long-term growth trajectory.
Real estate is expected to serve as both a store of value and
a potential source of capital appreciation over time, thereby
complementing the Company''s broader investment strategy.

Looking ahead, the Company will also evaluate opportunities
across alternative asset classes and select operating
businesses, with a view to further diversifying its investment
portfolio and enhancing long-term value creation. This
includes potential allocations to private equity, infrastructure
platforms, and other high-conviction alternatives that
offer differentiated return profiles and lower correlation to
traditional asset classes. Investments in operating businesses
may also be considered where strategic alignment, scalability,
and sustainable cash flow generation can be achieved. These
opportunities will be pursued with a disciplined and selective
approach, consistent with the Company''s philosophy of
deploying patient capital to unlock long-term growth.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013
and Regulation 4(2)(f) and Regulation 17 of SEBI (Listing
Obligations & Disclosure Requirements) Regulations, 2015,
the Board has carried out an annual performance evaluation
of its own performance, the Directors individually as well as
the evaluation of the working of its committees.

COMMITTEES OF THE BOARD

As on March 31, 2025, the Board has three Committees:
the Audit Committee, the Nomination and Remuneration
Committee, and the Stakeholders Relationship Committee.
The Audit Committee and The Stake Holders Relationship
Committee are constituted entirely with Independent
Directors. During the year 4 meetings of Audit Committee,
1 meeting of Stakeholders Relationship Committee and
3 meetings of Nomination and Remuneration Committee
were also held, the details of which viz., dates and number
of meetings attended by each director etc., are given in the
Corporate Governance Report. Also, all recommendations
made by the committees were approved by the Board.
A detailed note on the composition of the Board and its
committees is provided in the Corporate Governance Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Provisions of Section 186 of the Companies Act, 2013
pertaining to Investments, Loans and Guarantees is not
applicable to the Company since the Company is a Non¬
Banking Financial Company.

SHARE CAPITAL

The Paid -Up Equity Share Capital of the Company as on
31st March 2025 was Rs.77.14 lakhs. During the year under
review, the Company has not issued shares with differential
voting rights nor granted stock options nor sweat equity.

DISCLOSURE ON DEPOSIT UNDER CHAPTER V

The Company has not accepted any deposit from public and
as such, no amount on account of principal or interest on
deposits from public was outstanding as on the date of the
Balance Sheet.

SECRETARIAL STANDARDS

The Company complies with all applicable mandatory
Secretarial Standards issued by the Institute of Company
Secretaries of India.

LISTING ON STOCK EXCHANGE

The Company''s shares are listed on Bombay Stock Exchange
(BSE) Limited.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE
REGULATORS OR COURTS OR TRIBUNALS

There are no significant and material orders passed by the
regulators or courts or tribunals for the period under review.

DIRECTORS'' RESPONSIBILITY STATEMENT

As stipulated in Section 134(3) (C) of the Companies Act,
2013, your Directors subscribe to the "Directors'' Responsibility
Statement" and confirm as under:

a) that in the preparation of the annual financial statements
for the year ended 31st March 2025, the applicable
accounting standards have been followed along with
proper explanation relating to material departures, if any;

b) that such accounting policies as mentioned in Note
No.1 of the Notes to the Financial Statements have
been selected and applied consistently and judgment
and estimates have been made that are reasonable and
prudent so as to give a true and fair view of the state of
affairs of the Company as at 31st March 2025 and of the
profit of the Company for the year ended on that date.

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

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

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

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

AUDITORS AND AUDITORS'' REMARKS
STATUTORY AUDITORS

M/s. ALPS & Co. Chartered Accountants (Firm Registration No.
FRN 313132E) existing Auditors of the Company were appointed
for a period of 5(five) years by the Members of the Company in
the 102nd Annual General Meeting held on 12th August, 2022
from the conclusion of the 102nd Annual General Meeting till
the conclusion of 107th Annual General Meeting.

INTERNAL AUDITORS

Pursuant to the provisions of Section 138 of the Companies
Act, 2013 and the Companies (Accounts) Rules, 2014, the
Company has appointed M/s. Chaudhuri P & Associates,
Chartered Accountants as Internal Auditor of the Company
for the financial year 2024-25.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act,
2013 and the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, the Company has
appointed Mr. Suprabhat Chakraborty, Practicing Company

Secretary as Secretarial Auditor of the Company for the
financial year 2024-25.

AUDIT REPORTS

The Auditors'' Report for financial year 2024-25 does not
contain any qualification, reservation or adverse remark.
The Report is enclosed with the financial statements in this
Annual Report.

As required by the Listing Regulations, the Practicing
Company Secretary''s certificate on corporate governance for
financial year 2024-25 is enclosed to the Board''s report. The
certificate does not contain any qualification, reservation or
adverse remark.

The Secretarial Auditors'' Report for financial year 2024-25
does not contain any qualification, reservation or adverse
remark. The Secretarial Auditors'' Report is enclosed as
''Annexure A'' to the Board''s report in this Annual Report.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS
UNDER SECTION 143(12) OF THE COMPANIES ACT, 2013

During the year under review, no frauds were reported by the
auditors to the Audit Committee or the Board under Section
143(12) of the Companies Act, 2013 read with Rule 13 of the
Companies (Audit and Auditors) Rules, 2014.

CORPORATE SOCIAL RESPONSIBILITY:

The Provisions of Section 135 of the Companies Act, 2013
did not apply to the Company. Thus no furtherance regarding
formation of CSR Committee and framing of its policy was
done.

PARTICULARS REGARDING CONSERVATION OF ENERGY,
TECHNOLOGY ABSORPTION, RESEARCH AND DEVELOPMENT
AND FOREIGN EXCHANGE EARNINGS AND OUTGO

There were no foreign exchange earnings and expenditure
during the year. The other particulars relating to Conservation
of Energy and Technology Absorption stipulated under
Section 134(3)(m) of the Companies Act, 2013 read with Rule
8 of Companies (Accounts) Rules, 2014, are not applicable.

CORPORATE GOVERNANCE

The Company has complied with the Corporate Governance
code as stipulated under the Listing Agreement with the Stock
Exchange. A separate section on Corporate Governance, along
with Certificate from the Auditors confirming the compliance,
is annexed and forms part of the Annual Report.

MATERIAL CHANGES AND COMMITMENTS IF ANY,
AFFECTING THE FINANCIAL POSITION OF THE COMPANY
WHICH HAVE OCCURRED BETWEEN THE END OF THE
FINANCIAL YEAR OF THE COMPANY TO WHICH FINANCIAL
STATEMENTS RELATES AND THE DATE OF THE REPORT

The company has entered into a definitive registered Deed
of Conveyance dated 8th May, 2025 for sale of its property
situated at Whitefield Road, Bangalore, Karnataka, for a total
sale consideration amount of Rs. 485,90,00,000/- (Rupees
Four Hundred Eighty-Five Crores and Ninety Lakhs) only.

SUBSIDIARY COMPANIES, JOINT VENTURES AND ASSOCIATE
COMPANIES

The Company has two Wholly Owned Subsidiaries (WOS)
as on 31st March, 2025. There are no associate or Joint
Venture Companies within the meaning of Section 2(6) of the

Companies Act, 2013. There has been no material change in
the nature of business of the Subsidiaries.

In accordance with the General Circular issued by the Ministry
of Corporate Affairs, Government of India, the Balance Sheet,
Statement of Profit & Loss and other documents of the
Subsidiary Companies are not being attached with the Balance
Sheet of the Company. However, the financial information of
the Subsidiary Companies is disclosed in the Annual Report in
compliance with the said circular in Form AOC 1.

The consolidated financial statements presented by the Company
include financial results of its Subsidiary Companies, Alfred
Herbert Limited and Herbert Holdings Limited and is available
on the website of the Company www.alfredherbert.co.in

CONSOLIDATED FINANCIAL STATEMENT

The consolidated financial statements have been prepared by the
Company in accordance with the applicable accounting standards.
The Audited Consolidated Financial Statements, together with
the Auditors'' Report, form a part of the Annual Report.

A report on the performance and financial position of each of the
subsidiaries included in the consolidated financial statements is
presented in a separate section in this Annual Report.

RISK MANAGEMENT

The main identified risks at the Company are Commercial
Risks, Financial Risks, Operational Risks and Legal & Regulatory
Risks. Your Company has established a comprehensive Risk
Management System to ensure that risk to the Company''s
continued existence as a going concern and to its
development are identified and addressed on timely basis.
Risk Management strategy as approved by the Board of
Directors is implemented by the Company Management

REMUNERATION DETAILS UNDER RULE 5[1] OF THE
COMPANIES [APPOINTMENT AND REMUNERATION OF
MANAGEMENT PERSONNEL] RULES 2014, AS AMENDED,
FOR THE FINANCIAL YEAR ENDED 31_st MARCH 7075

No.	PARTICULARS	DISCLOSURES
1.	The ratio of the Remuneration of each Whole-time Director to the median remuneration of the employees of the Company for the Financial Year:	N.A.
2.	The percentage increase in remuneration of each Director, Chief Financial officer, Chief Executive Officer, Company Secretary or Manager, if any, in the Financial Year	KMP [#]	% Increase in Remuneration
		CEO	112.55%
		CFO and CS	83.38%
3.	The percentage increase in the median remuneration of employees in the Financial Year:	2.87%
4.	The number of permanent employees on the rolls of the Company:	6
5.	Average percentile increase already made in the salaries of employees other than the managerial personnel in the last Financial Year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration.	The average increase in the salaries of the employees was 2.87% and the average increase in the managerial remuneration was 97.97%

Notes:

1. No employee falls under the purview of the Provisions
of Rule 5(2) and (3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014.
Thus no information regarding to the same needs to be
disclosed.

2. Sitting Fees paid to the Directors for attending Board
and/or Committee Meetings have not been considered.

3. The remuneration paid to the Key Managerial Personnel
is as per the recommendation of the Nomination and
Remuneration Committees and approved by the Board.

MAINTENANCE OF COST RECORDS

The provisions of Section 148 of the Companies Act, 2013
relating to Cost Audit is not applicable to the business
activities carried out by the Company and hence no cost record
is required to be maintained and cost audit be conducted.

DEFAULT IN PAYMENT OF LOAN

The company is neither enjoying nor has availed any credit
facility. Hence default in payment of loan facility availed from
Bank or Financial Institution, details of difference between
amount of valuation done at the time of one-time settlement
and valuation done while taking loan from bank or financial
institutions is not applicable.

VIGIL MECHANISM

Pursuant to the provisions of revised Regulation 22 of SEBI
(Listing Obligations & Disclosure Requirements) Regulations,
2015 and Section 166 (9) & (10) of the Companies Act, 2013,
the Company had established a Vigil Mechanism for Directors
and Employees to report concerns of unethical behaviour,
actual or suspected fraud or violation of the Company''s Code
of Conduct. This policy is available on the Company''s website
at www.alfredherbert.co.in .

NOMINATION & REMUNERATION POLICY

The Board has, on the recommendation of the Nomination
& Remuneration Committee framed a policy for selection
and appointment of Directors, Senior Management and their
remuneration.

INTERNAL CONTROL SYSTEMS & THEIR ADEQUACY

The Company has an Internal Control System commensurate
with the size and scale of its operations. The Company has
in place internal control systems and procedures which are
commensurate with its size and nature of business. The
objective of these procedures is to ensure efficient use and
protection of the Company''s resources, accuracy in financial
reporting and due compliance with statutes, corporate policies
and procedures. Internal Audit is conducted periodically by
Chartered Accountant/ Audit firms who verify and report on
the efficiency and effectiveness of internal controls.

RELATED PARTY TRANSACTIONS

All the related party transactions that were entered during the
year, were in the ordinary course of business. The Company

had not entered into any contract/arrangement/transaction
with related parties which could be considered material in
accordance with the policy of the Company materiality of
related party transactions. Hence, the provisions of Section
188 of the Companies Act, 2013 are not attracted. Thus,
disclosure in Form AOC-2 is not required.

Further, there are no materially significant Related Party
Transactions during the year under review made by the
Company with Promoters, Directors, Key Managerial Personnel
or other designated persons.

The Policy on materiality of related party transaction as
approved by the Board may be accessed on the Company''s
Website, www.alfredherbert.co.in. Your directors drew
attention of the members to Note 36 to the Standalone
financial statement which sets out related party disclosures.

PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT THE
WORKPLACE

The Company is not required to set up an Internal Complaints
Committee as per the provisions of Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013. The employees have however been informed
about lodging their complaints if any, before the Board as
well as before the Local Complaints Committee (LCC) formed
by the Government in the district. We affirm that adequate
access has been provided to any complainant who wish to
register a complaint.

No complaint was received during the year.

APPLICATION UNDER THE INSOLVENCY AND BANKRUPTCY
CODE, 2016

No application has been made under the Insolvency and
Bankruptcy Code either by or against the company, hence the
requirement to disclose the details of application made or
any proceeding pending under the Insolvency and Bankruptcy
Code, 2016 during the year along with their status as at the
end of the financial year is not applicable.

TRANSFER OF UNPAID AND UNCLAIMED AMOUNTS TO
INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of Section 125 of the Companies
Act, 2013, the declared dividend for the financial year 2016¬
17, which remained unpaid or unclaimed for a period of
seven years, have been transferred by the Company on 6th
September, 2024 to the IEPF established by the Central
Government pursuant to Section 125 of the said Act. As on
31 st March, 2025, the Company has transferred Rs 27,520.00
to Investor Education and Protection Fund. Pursuant to the
provisions of Section 125 of the Companies Act, 2013, the
declared dividend for the financial year 2016-17, which
remained unpaid or unclaimed for a period of seven years,

will be transferred by the Company to the IEPF established
by the Central Government pursuant to Section 125 of the
said Act. The company has uploaded the full details of Unpaid
Dividend on its website at https://www.alfredherbert.co.in/
investors.

TRANSFER OF UNPAID SHARES TO INVESTOR EDUCATION
AND PROTECTION FUND

The Company, in pursuance to the Investor Education and
Protection Fund Authority (Accounting, Audit, Transfer and
Refund) Rules, 2016 ("IEPF Rules 2016"), had transferred
all shares in respect of which dividend has not been paid or
claimed by the shareholders for seven consecutive years in
the name of designated demat account of the IEPF Authority.
A notice had been sent to all concerned shareholders at their
registered address. The Company had also published such
notice in English Newspaper i.e. ''The Financial Express'' and
in Bengali Newspaper i.e. Ekdin informing the concerned
shareholders about the same. The company has uploaded the
full details of such shareholders and shares transferred to IEPF
account on its website at www.alfredherbert.co.in

As on 31st March, 2025, the Company has transferred 1340
no. of shares to IEPF Demat Account which accounts to 0.17%
of total shareholding of the company.

CAUTIONERY STATEMENT

Statements in this Report, particularly those which relate
to Management Discussion & Analysis, describing the
Company''s objectives, projections, estimates, expectations
or predictions and the Economic Scenario may be ''forward
looking statements'' within the meaning of applicable laws
or regulations. Actual results could however differ materially
from those expressed or implied.

PERSONNEL

Your Directors wish to place on record their appreciation
for the services rendered by the employees of the Company
during the year.

It was an exciting year and during our journey through the
same we consolidated our position as an NBFC. We firmly
believe that financial services will continue to play a crucial
role in India''s growth story with the GDP growth expected to
significantly outpace the global growth in near future. Moving
into the next Fiscal we are confident of scaling new heights
of growth and fulfillment of obligations to our esteemed
shareholders.

For & on behalf of the Board of Directors

H. V. Lodha P. K. Madappa

Place: Kolkata Director Director

Date: 23th May, 2025 DIN: 00394094 DIN: 00058822

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Mar 31, 2024

Your Directors have pleasure in presenting the 104th Annual Report together with the Audited Accounts of your Company for the year ended 31st March 2024.

RESULTS OF OUR OPERATIONS AND STATE OF AFFAIRS

The Financial Results are as under: (Rs. in lakhs)

Particulars	Standalone		Consolidated
	For the year	For the year	For the year	For the year
	ended	ended	ended	ended
	31st March 2024	31st March 2023	31st March 2024	31st March 2023
Profit before Tax and Exceptional items	52.71	138.54	51.43	197.52
Exceptional Items	-	-	-	-
Provision for Tax (including deferred tax)	(19.55)	(9.43)	(16.04)	(7.44)
Profit after Tax	72.26	147.97	67.47	204.96
Surplus from earlier years brought forward	1547.28	1551.37	1649.69	1598.05
Amount available for Appropriation	1619.54	1699.34	1717.16	1803.01
Appropriations:
Dividend	27.00	23.14	27.00	23.14
General Reserve	100.00	100.00	100.00	100.00
Special Reserve	14.45	29.59	16.77	30.85
	1478.09	1546.61	1573.39	1649.02
Transfer to Retained Earnings	0.73	0.67	0.73	0.67
Surplus carried to Balance Sheet	1478.82	1547.28	1574.12	1649.69

• Accounts for the year ended 31st March 2024 have been prepared in conformity with Indian Accounting Standards (''Ind AS'') notified under section 133 of Companies Act, 2013(''"the Act") read with Companies (Indian Accounting Standards) Rules, 2015 as amended by Companies (Indian Accounting Standards) Rules, 2016 from 1st April, 2019, leading to major changes in the Accounting policies.

FINANCIAL PERFORMANCE

The Company''s performance was satisfactory during the year. The Company''s gross income for the financial year ended 31st March 2024 stood at Rs. 195.05 lakhs as against Rs. 278.05 lakhs in 2022-23. Profit/Loss before tax stood at Rs. 52.71 lakhs in 2023-24 as against Rs. 138.54 lakhs profit before tax and exceptional items in 2022-23. Profit/ Loss after tax of the Company stood at Rs. 72.26 lakhs as against Rs. 147.97 lakhs in 2022-23. The performance of the Company''s non-current investments was also satisfactory. As on 31st March, 2024 other comprehensive income net of tax amounted to Rs. 1404.33 lakhs for the year. The profit realized on sale of some non-current investments was transferred to Retained earnings in conformity with the Accounting Standards.

The Company is developing its property in Kolkata where the work is complete. Barring unforeseen circumstances, we are hopeful that the Completion Certificate from the Municipal authorities would be received shortly.

The operations of the fully owned subsidiary Alfred Herbert Limited were discontinued due to non viability with effect from 31st May, 2021.

DIVIDEND

Your Directors take pleasure in recommending for approval the payment of Dividend of Rs. 4/- (per share) on 771429 Equity Shares of the Company for the year ended 31 st March, 2024 subject to the approval of the Members in the 104th Annual General Meeting of the Company.

TRANSFER TO RESERVES

The Company has transferred Rs. 100 lakhs to the General Reserve Account and Rs. 14.45 lakhs to the Special Reserve Account.

CHANGE IN NATURE OF BUSINESS

There has been no change in the nature of business of the Company during the financial year 2023-24.

MEETINGS OF THE BOARD

Five meetings of the Board were held during the year under review. For details of meetings of the Board, please refer to the Corporate Governance Report, which is a part of this report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2024 is available on the Company''s website at www.alfredherbert.co.in

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. S. S. Jain, Independent Non- Executive Director, passed away on 6th November, 2023. The Board expressed its deep

sorrow and regret and recorded its deep appreciation of the immense and valuable support, guidance and contribution extended by Mr. S. S. Jain to the Company during his many years as a valued member.

Mr. Ashish Poddar (DIN 00282980) was appointed as a Director and Non-Executive Independent Director on the Board of the Company not liable to retire by rotation, for a tenure of 5 (five) years with effect from 27th December, 2023.

Pursuant to the provisions of the Companies Act, 2013, Mr. H V Lodha, Director, retires by rotation and being eligible, offers himself for re-appointment. Based on the performance evaluation and recommendation of the nomination and remuneration committee, the Board recommends his reappointment. A resolution seeking shareholders'' approval for his re-appointment forms part of the notice.

Pursuant to the provisions of section 203 of the Act, the Key Managerial Personnel of the Company as on March 31, 2024 are:

Mr. V Matta - Chief Executive Officer

Mrs. Shobhana Sethi - Chief Financial Officer and Company Secretary

There is no change among the Key Managerial Personnel during the year under review.

INDEPENDENT DIRECTORS AND THEIR DECLARATION OF INDEPENDENCE

As on 31st March, 2024, Mr. Ashish Poddar, Mr. P K Madappa and Mrs. Alka Bhandari are the Independent Directors of the Company appointed pursuant to the provisions of section 149 of the Act and Listing Regulations. Each Independent Director has confirmed to the Company that he or she meets the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 and Regulation 16 (1)(b) of the Listing Regulations. There has been no change in circumstances which may affect their status as an Independent Director during the year, which had been considered and taken on record by the Board.

All the Independent Directors have registered in the database maintained with Indian Institute of Corporate Affairs (IICA). In the opinion of the board, all the Independent Directors are persons of integrity and possess the relevant expertise and experience (including proficiency) as required under the Act and the Rules made thereunder.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Regulation 4(f) and Regulation 17 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its committees.

COMMITTEES OF THE BOARD

As on March 31, 2024, the Board had three committees:

the Audit Committee, the Nomination and Remuneration Committee, and the Stakeholders Relationship Committee. A majority of the committees consists entirely of Independent Directors. During the year 4 meetings of Audit Committee, 2 meetings of Stakeholders Relationship Committee and 2 meetings of Nomination and Remuneration Committee were also held, the details of which viz., dates and number of meetings attended by each director etc., are given in the Corporate Governance Report. Also, all recommendations made by the committees were approved by the Board. A detailed note on the composition of the Board and its committees is provided in the Corporate Governance Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Provisions of Section 186 of the Companies Act, 2013 pertaining to Investments, Loans and Guarantees is not applicable to the Company since the Company is a Nonbanking Financial Company.

SHARE CAPITAL

The Paid -Up Equity Share Capital of the Company as on 31st March 2024 was Rs.77.14 lakhs. During the year under review, the Company has not issued shares with differential voting rights nor granted stock options nor sweat equity.

DISCLOSURE ON DEPOSIT UNDER CHAPTER V

The Company has not accepted any deposit from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the Balance Sheet.

SECRETARIAL STANDARDS

The Company complies with all applicable mandatory Secretarial Standards issued by the Institute of Company Secretaries of India.

LISTING ON STOCK EXCHANGE

The Company''s shares are listed on Bombay Stock Exchange (BSE) Limited.

SIGNIFICANT & 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.

DIRECTORS'' RESPONSIBILITY STATEMENT

As stipulated in Section 134(3) (C) of the Companies Act, 2013, your Directors subscribe to the "Directors'' Responsibility Statement" and confirm as under:

a) that in the preparation of the annual financial statements for the year ended 31st March 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) that such accounting policies as mentioned in Note No.1 of the Notes to the Financial Statements have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March 2024 and of the profit of the Company for the year ended on that date

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

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

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

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

AUDITORS AND AUDITORS'' REMARKS

STATUTORY AUDITORS

M/s. ALPS & Co. Chartered Accountants (Firm Registration No. FRN 313132E) existing Auditors of the Company were appointed for a period of 5(five) years by the Members of the Company in the 102nd Annual General Meeting held on 12th August, 2022 from the conclusion of the 102nd Annual General Meeting till the conclusion of 107th Annual General Meeting.

INTERNAL AUDITORS

Pursuant to the provisions of Section 138 of the Companies Act, 2013 and the Companies (Accounts) Rules, 2014, the Company has appointed M/s. Chaudhuri P & Associates, Chartered Accountants as Internal Auditor of the Company for the financial year 2023-24.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Ms. Madhuri Pandey, Practicing Company Secretary as Secretarial Auditor of the Company for the financial year 2023-24.

AUDIT REPORTS

The Auditors'' Report for financial year 2023-24 does not contain any qualification, reservation or adverse remark. The Report is enclosed with the financial statements in this Annual Report.

As required by the Listing Regulations, the Practicing Company Secretary''s certificate on corporate governance for

financial year 2023-24 is enclosed to the Board''s report. The certificate does not contain any qualification, reservation or adverse remark.

The Secretarial Auditors'' Report for financial year 2023-24 does not contain any qualification, reservation or adverse remark. The Secretarial Auditors'' Report is enclosed as ''Annexure A'' to the Board''s report in this Annual Report.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SECTION 143(12) OF THE COMPANIES ACT, 2013

During the year under review, no frauds were reported by the auditors to the Audit Committee or the Board under Section 143(12) of the Companies Act, 2013 read with Rule 13 of the Companies (Audit and Auditors) Rules, 2014.

CORPORATE SOCIAL RESPONSIBILITY:

The profit of the Company is less than the amount specified under section 135 of the Companies Act, 2013 and, thereby, provision of Corporate Social Responsibilities and Obligations thereof are not applicable to the Company.

PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, RESEARCH AND DEVELOPMENT AND FOREIGN EXCHANGE EARNINGS AND OUTGO

There were no foreign exchange earnings and expenditure during the year. The other particulars relating to Conservation of Energy and Technology Absorption stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of Companies (Accounts) Rules, 2014, are not applicable.

CORPORATE GOVERNANCE

The Company has complied with the Corporate Governance code as stipulated under the Listing Agreement with the Stock Exchange. A separate section on Corporate Governance, along with Certificate from the Auditors confirming the compliance, is annexed and forms part of the Annual Report.

MATERIAL CHANGES AND COMMITMENTS IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH FINANCIAL STATEMENTS RELATES AND THE DATE OF THE REPORT

There were no material changes and commitments affecting the financial position of the Company between the end of financial year and the date of the Report.

SUBSIDIARY COMPANIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company has two wholly owned Subsidiaries (WOS) as on 31st March, 2024. There are no associate or Joint Venture Companies within the meaning of Section 2(6) of the Companies Act, 2013. There has been no material change in the nature of business of the Subsidiaries.

In accordance with the General Circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet,

Statement of Profit & Loss and other documents of the Subsidiary Companies are not being attached with the Balance Sheet of the Company. However, the financial information of the Subsidiary Companies is disclosed in the Annual Report in compliance with the said circular in Form AOC 1.

The consolidated financial statements presented by the Company include financial results of its Subsidiary Companies, Alfred Herbert Limited and Herbert Holdings Limited and is available on the website of the Company www.alfredherbert. co.in

CONSOLIDATED FINANCIAL STATEMENT

The consolidated financial statements have been prepared by the Company in accordance with the applicable accounting standards. The Audited Consolidated Financial Statements, together with the Auditors'' Report, form a part of the Annual Report.

A report on the performance and financial position of each of the subsidiaries included in the consolidated financial statements is presented in a separate section in this Annual Report.

BUSINESS RISK MANAGEMENT

The main identified risks at the Company are Commercial Risks, Financial Risks, Operational Risks and Legal & Regulatory Risks. Your Company has established a comprehensive Risk Management System to ensure that risk to the Company''s continued existence as a going concern and to its development are identified and addressed on timely basis. Risk Management strategy as approved by the Board of Directors is implemented by the Company Management

PARTICULARS OF EMPLOYEES:

Pursuant to the Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Company paid an aggregate sum of Rs. 14.89 lakh to Key Managerial Personnel, Mr. V Matta, Chief Executive Officer and Mrs. Shobhana Sethi, Company Secretary & Chief Financial Officer.

MAINTENANCE OF COST RECORDS

The provisions of Section 148 of the Companies Act, 2013 relating to Cost Audit is not applicable on the Company and hence no cost record is required to be maintained and cost audit be conducted.

DEFAULT IN PAYMENT OF LOAN

During the year there is no default in payment of loan facility availed from Bank or Financial Institution, therefore details of difference between amount of valuation done at the time of one-time settlement and valuation done while taking loan from bank or financial institutions is not applicable.

VIGIL MECHANISM

Pursuant to the provisions of revised Regulation 22 of SEBI (Listing Obligations & Disclosure Requirements) Regulations,

2015 and Section 166 (9)&(10) of the Companies Act, 2013, the Company had established a Vigil Mechanism for Directors and Employees to report concerns of unethical behaviour, actual or suspected fraud or violation of the Company''s Code of Conduct. This policy is available on the Company''s website at www.alfredherbert.co.in .

NOMINATION & REMUNERATION POLICY

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration.

INTERNAL CONTROL SYSTEMS & THEIR ADEQUACY

The Company has an Internal Control System commensurate with the size and scale of its operations. The Company has in place adequate internal control systems and procedures which are commensurate with its size and nature of business. The objective of these procedures is to ensure efficient use and protection of the Company''s resources, accuracy in financial reporting and due compliance with statutes, corporate policies and procedures. Internal Audit is conducted periodically by Chartered Accountant/ Audit firms who verify and report on the efficiency and effectiveness of internal controls.

RELATED PARTY TRANSACTIONS

All the related party transactions that were entered during the year, were in the ordinary course of business. The Company had not entered into any contract/arrangement/transaction with related parties which could be considered material in accordance with the policy of the Company materiality of related party transactions. Hence, the provisions of Section 188 of the Companies Act, 2013 are not attracted. Thus, disclosure in Form AOC-2 is not required.

Further, there are no materially significant Related Party Transactions during the year under review made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons.

The Policy on materiality of related party transaction as approved by the Board may be accessed on the Company''s Website, www.alfredherbert.co.in . Your directors drew attention of the members to Note 34 to the Standalone financial statement which sets out related party disclosures.

PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE

The Company is not required to set up an Internal Complaints Committee as per the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has not received any complaints during the year.

APPLICATION UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

No application has been made under the Insolvency and Bankruptcy Code, hence the requirement to disclose the

details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year along with their status as at the end of the financial year is not applicable.

TRANSFER OF UNPAID AND UNCLAIMED AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of Section 125 of the Companies Act, 2013, the declared dividend for the financial year 201516, which remained unpaid or unclaimed for a period of seven years, have been transferred by the Company on 23rd August, 2023 to the IEPF established by the Central Government pursuant to Section 125 of the said Act. As on 31st March, 2023, the Company has transferred Rs. 90,768/- to Investor Education and Protection Fund.

Pursuant to the provisions of Section 125 of the Companies Act, 2013, the declared dividend for the financial year 201617, which remained unpaid or unclaimed for a period of seven years, will be transferred by the Company to the IEPF established by the Central Government pursuant to Section 125 of the said Act. The company has uploaded the full details of Unpaid Dividend on its website at www.alfredherbert. co.in/investors.

TRANSFER OF UNPAID SHARES TO INVESTOR EDUCATION AND PROTECTION FUND

The Company, in pursuance to the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules 2016"), had transferred all shares in respect of which dividend has not been paid or claimed by the shareholders for seven consecutive years or

more in the name of designated demat account of the IEPF Authority. A notice had been sent to all concerned shareholders at their registered address. The Company had also published such notice in English Newspaper i.e. ''The Financial Express'' and in Bengali Newspaper i.e. Ekdin'' informing the concerned shareholders about the same. The company has uploaded the full details of such shareholders and shares transferred to IEPF account on its website at www.alfredherbert.co.in

As on 31st March, 2024, the Company has transferred 1833 no. of shares to IEPF Demat Account which accounts 0.24% of total shareholding of the company.

CAUTIONERY STATEMENT

Statements in this Report, particularly those which relate to Management Discussion & Analysis, describing the Company''s objectives, projections, estimates, expectations or predictions may be ''forward looking statements'' within the meaning of applicable laws or regulations. Actual results could however differ materially from those expressed or implied.

PERSONNEL

Your Directors wish to place on record their appreciation for the services rendered by the employees of the Company during the year.

On behalf of the Board Mr. A V Lodha

Place: Kolkata Chairman

Date: 24th May, 2024 DIN: 00036158

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Mar 31, 2019

DIRECTORS’ REPORT

The Directors have pleasure in presenting the Ninety-ninth Annual report together with the Audited Accounts of your Company for the year ended 31st march 2019.

FINANCIAL RESULTS

The financial results are as under:

	31st March	31st March
	2019	2018
	Rs.	Rs.
profit before tax and
Exceptional items	32,848,288	10,589, 247
Exceptional Items	-	-
provision for tax
(including deferred tax)	3,147,908	(1,300,388)
Excess tax provision written back	-	(7,739)
profit after tax	29,700,380	11,897,374
surplus from earlier years brought forward	147,279,438	140,639,012
Amount available for
appropriation	176,979,818	152,536,386
Appropriations: Dividend for 2017-18	1,928,573	1,542,858
Corporate Dividend tax for 2017-18 396,423		314,090
General Reserve	75,000,000	1,000,000
special Reserve	5,940,000	2,400,000
	83,264,996	5,256, 948
surplus carried to Balance sheet	93,714,822	147,279,438

CHANGE IN NATURE OF BUSINESS

There has been no change in the nature of business of the Company during the financial year 2018-19.

TRANSFER TO RESERVES

The Company has transferred Rs. 5,940,000/ to the special reserve Account and Rs. 75,000,000/- to the General reserve Account.

DIVIDEND

Your Directors take pleasure in recommending for approval the payment of Dividend of Rs. 2.50 (per share) for the year ended 31st march 2019.

FINANCIAL PERFORMANCE

The Company’s performance was satisfactory during the year, the Company’s gross income for the financial year ended 31st march 2019 stood at Rs.442.41 lakhs as against Rs.265.37 lakhs in 2017-18. profit before tax stood at Rs.328.48 lakhs in 201819 as against Rs. 105.89 lakhs profit before tax in 2017-18. profit after tax of the Company stood at Rs.297.00 lakhs. the performance of the Company’s non-current investments was also satisfactory.

The Company is developing its property in Kolkata where the work is progressing but with multiple sanctions involved with regard to the proposed project being a green building, incremental area was sanctioned by Kolkata municipal Corporation subject to the Company obtaining permission from the Archeological survey of india (Asi). the Company had even received a favorable Heritage impact Assessment Report from INTACH. however, the Archeological survey of india (Asi) did not grant permission for the construction of the incremental area on an additional floor, hence considerable time was lost in completing the building. however, the Company now hopes to complete the construction by early next year, the performance of the Company’s wholly owned subsidiary Alfred herbert limited continued to be disappointing. Despite supporting Alfred herbert limited significantly including providing significant financial support over the years, the Company did not performed to the expectation. lower selling prices due to aggressive competition coupled with sharp increases in input costs, a shift in the markets to radial tyre machinery and less than optimum productivity with high fixed costs had led to significant challenges. whilst the management team of Alfred herbert limited has taken significant steps to cut expenses, augment margins and productivity, more needs to be done to ensure that the Company returns to profitability at the earliest.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Pursuant to the provisions of the Companies Act, 2013, Mr A.v Lodha, Director, retires by rotation and being eligible, offers himself for re-appointment.

Mr. s s Jain and Mr. R C tapuriah were appointed as independent Directors of the Company for the second term commencing from April 1, 2019 upto March 31st 2024 by passing special resolution through postal ballot on April 1, 2019.

All independent Directors have given declaration that they meet the criteria of independence as laid down under section149(6) of the Companies Act, 2013 and Regulation 25 of seBI (listing obligations & Disclosure Requirements) Regulations, 2015.

Mr. v Matta was appointed as Chief Executive officer with effect from 1st May 2018 and Mrs. shobhana sethi was appointed as Chief financial officer & Company secretary with effect from 1 st May 2018.

SHARE CAPITAL

The paid -up equity share capital of the Company as on 31st March 2019 was Rs.77.14 lakhs. During the year under review, the Company has not issued shares with differential voting rights nor granted stock options nor sweat equity.

DEPOSITS

the Company had discontinued its fixed deposit scheme in the financial year 2000-2001.

EXTRACT OF ANNUAL RETURN

the details forming part of the extract of the Annual return in form MGT-9 as required under section 92 of the Companies Act, 2013, is marked as ‘Annexure -B’ which is annexed hereto and forms part of the Directors’ Report.

PARTICULARS OF LOANS, GUARANTEES OR iNVESTMENTS

The Provisions of Section 186 of the Companies Act, 2013 pertaining to Investments, Loans and Guarantees is not applicable to the Company since the Company is a Non-banking Financial Company.

STATUTORY AUDITORS

M/s. ALPS & Co. Chartered Accountants (Firm Registration No. FRN 313132E) existing Auditors of the Company were appointed for a period of 5 (five) years by the Members of the Company in the 97th Annual General Meeting held on 28th July 2017. By virtue of the amendment made in the Companies (Amendment) Act, 2017, the Company is not required to place before the Annual General Meeting the matter pertaining to ratification of appointment of Auditors.

AUDIT REPORT

There is no qualification, reservation or adverse remark or disclaimer made by the Auditor in his report and hence, no explanations or comments by the Board are required.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Priyanka Tibrewal, Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit is annexed herewith as “Annexure A “

CORPORATE GOVERNANCE

The Company has complied with the Corporate Governance code as stipulated under the Listing Agreement with the Stock Exchange. A separate section on Corporate Governance, along with Certificate from the Auditors confirming the compliance, is annexed and forms part of the Annual Report.

SUBSIDIARY COMPANIES

in accordance with the General Circular issued by the Ministry of Corporate Affairs, Government of india, the Balance Sheet, Statement of Profit & Loss and other documents of the Subsidiary Companies are not being attached with the Balance Sheet of the Company. However, the financial information of the Subsidiary Companies is disclosed in the Annual Report in compliance with the said circular. The consolidated financial statements presented by the Company include financial results of its Subsidiary Companies, Alfred Herbert Limited and Herbert Holdings Limited.

MEETINGS OF THE BOARD

During the year 5 meetings of the Board of Directors and 1 meeting of independent Directors were convened and held.

5 meetings of Audit Committee, 2 meetings of Stakeholders Relationship Committee and 2 meeting of Nomination and Remuneration Committee were also held, the details of which viz., dates and number of meetings attended by each director etc., are given in the Corporate Governance Report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.

BUSINESS RISK MANAGEMENT

The main identified risks at the Company are Commercial Risks, Financial Risks, Operational Risks and Legal & Regulatory Risks. Your Company has established a comprehensive Risk Management System to ensure that risk to the Company’s continued existence as a going concern and to its development are identified and addressed on timely basis. Risk Management strategy as approved by the Board of Directors is implemented by the Company Management

SECRETARIAL STANDARDS

The Company is in compliance of all applicable Secretarial Standards as specified by the institute of Company Secretaries of india.

MANAGERIAL REMUNERATION

During the year, the Company paid an aggregate sum of Rs. 14.07 lakhs to Key Managerial Personnel, Mr. V Matta, Chief Executive Officer and Mrs. Shobhana Sethi, Company Secretary & Chief Financial Officer.

VIGIL MECHANISM

Pursuant to the provisions of revised Regulation 22 of SEBi (Listing Obligations & Disclosure Requirements) Regulations, 2015 and Section 166 (9)&(10) of the Companies Act, 2013, the Company had established a Vigil Mechanism for Directors and Employees to report concerns of unethical behaviour, actual or suspected fraud or violation of the Company’s Code of Conduct. REMUNERATION POLIcY

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Regulation 4(f) and Regulation17 of SEBi (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Committees.

INTERNAL FINANCIAL CONTROLS

Pursuant to Section 134(5) (e) of the Company’s Act, 2013, the Directors of the Company had laid down internal financial control policy assuring the orderly and efficient conduct of its business, including adherence to Company’s policies, the safe guarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the Accounting records and timely preparation of reliable financial information.

INTERNAL CONTROL SYSTEMS & THEIR ADEQUACY

The Company has an internal Control System commensurate with the size and scale of its operations.

RELATED PARTY TRANSACTIONS

All Related Party Transactions that were entered into during the financial year were in the ordinary course of business.

None of the Directors has any direct pecuniary relationships or transactions vis-a-vis the Company.

CORPORATE SOCIAL RESPONSIBILITY

The profit of the Company is less than the amount specified under section 135 of the Companies Act, 2013 and, thereby, provision of Corporate social Responsibilities and Obligations thereof are not applicable to the Company.

SIGNIFICANT & 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.

PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE

The Company is not required to set up an Internal Complaints Committee as per the provisions of sexual Harassment of Women at Workplace (prevention, prohibition and Redressal) Act, 2013. The Company has not received any complaints during the year.

DIRECTORS’ RESPONSIBILITY STATEMENT

As stipulated in section 134(3) (C) of the Companies Act, 2013, your Directors subscribe to the “Directors’ Responsibility statement” and confirm as under:

a) that in the preparation of the annual financial statements for the year ended 31st march 2019, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) that such accounting policies as mentioned in Note No.1of the Notes to the financial statements have been selected and applied consistently and judgement and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st march 2019 and of the profit of the Company for the year ended on that date

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

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

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

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

PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, RESEARCH AND DEVELOPMENT AND FOREIGN EXCHANGE EARNINGS AND OUTGO

There were no foreign exchange earnings and expenditure during the year. The other particulars relating to Conservation of Energy and Technology Absorption stipulated under section134(3M) of the Companies Act, 2013 read with Rule 8 of Companies (Accounts) Rules, 2014, are not applicable.

PERSONNEL

Your Directors wish to place on record their appreciation for the services rendered by the employees of the Company during the year.

On behalf of the Board

A. V. Lodha

Kolkata Chairman

Date: 24th May 2019 (DIN : 00036158)

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Mar 31, 2018

DIRECTORS'' REPORT

The Directors have pleasure in presenting the Ninety-eighth Annual Report together with the Audited Accounts of your Company for the year ended 31st March 2018.

FINANCIAL RESULTS

The Financial Results are as under:

	31st March		31st March
	2018		201 7
	Rs.		Rs.
Profit before Tax and
Exceptional items	10,589, 247		4,414,233
Exceptional Items	-		209,082,157
Provision for Tax
(including deferred tax)	(1,300,388)		44,819,792
Excess Tax provision written back	(7,739)		-
Profit after Tax	11,897,374		168,676, 598
Surplus from earlier years brought forward	140,639,012		46,150,020
Amount available for
appropriation	152,536,386		214,826,618
Appropriations: Dividend for 2016-17	1,542,858		-
Corporate Dividend Tax for 2016-17 314,090			-
General Reserve		1,000,000	40,437,606
Special Reserve		2,400,000	33,750,000
		5,256, 948	74.187,606
Surplus carried to Balance Sheet		147,279,438	140,639,012
		152,536, 386	214,826,618

DIVIDEND

Your Directors take pleasure in recommending for approval the payment of Dividend of Rs.2.50 (per share) for the year ended 31st March 2018.

FINANCIAL PERFORMANCE

The Company''s performance was satisfactory during the year. The Company''s gross income for the financial year ended 31st March 2018 stood at Rs.265.37 lakhs as against Rs.206.69 lakhs in 2016-17. Profit before tax stood at Rs. 105.89 lakhs in 2017-18.as against Rs. 44.14 lakhs profit before tax and exceptional items in 2016-17. Profit after tax of the Company stood at Rs.118.97 lakhs. The performance of the Company''s non-current investments was also satisfactory.

The Company is developing its property in Kolkata where the work is progressing but with multiple sanctions involved with regard to the sanctions of some incremental area in the said project on account of the proposed project being a green building the completion of the building has been delayed and should be completed in another 15-18 months from the time all sanctions are received.

The performance of the Company''s wholly owned subsidiary Alfred Herbert Limited was disappointing and unsatisfactory. Despite supporting Alfred Herbert Limited significantly including providing significant financial support over the years in the form of loans the Company performed poorly. Lower selling prices due to aggressive competition coupled with sharp increases in input costs, a shift in the markets to radial tyre machinery and less than optimum productivity with high fixed costs have

led to significant challenges necessitating a deep review and examination of the way forward. Given this, in compliance with the prudential guidelines issued by the Reserve Bank of India a provision of 10% of the total amount outstanding was made during the year.

DIRECTORS

Pursuant to the provisions of the Companies Act, 2013, Mr. H.V Lodha, Director, retires by rotation and being eligible, offers himself for re-appointment.

All Independent Directors have given declaration that they meet the criteria of independence as laid down under Section149(6) of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. SHARE CAPITAL

The paid -up equity share capital of the Company as on 31st March 2018 was Rs.77.14 lakhs. During the year under review, the Company has not issued shares with differential voting rights nor granted stock options nor sweat equity.

DEPOSITS

The Company had discontinued its fixed deposit scheme in the financial year 2000-2001.

PARTICULARS Of LOANS, GUARANTEES OR Investments

The Provisions of Section 186 of the Companies Act, 2013 pertaining to Investments, Loans and Guarantees is not applicable to the Company since the Company is a Non-banking Financial Company.

statutory auditors

M/s. ALPS & Co. Chartered Accountants (Firm Registration No. FRN 313132E ) existing Auditors of the Company were appointed for a period of 5(five) years by the Members of the Company in the 97th Annual General Meeting held on 28th July 2017. By virtue of the amendment made in the Companies (Amendment) Act, 2017, the Company is not required to place before the Annual General Meeting the matter pertaining to ratification of appointment of Auditors.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Messrs Priyanka Tibrewal, Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit is annexed herewith as "Annexure A " CORPORATE GOVERNANCE

The Company has complied with the Corporate Governance code as stipulated under the Listing Agreement with the Stock Exchange. A separate section on Corporate Governance, along with Certificate from the Auditors confirming the compliance, is annexed and forms part of the Annual Report.

SUBSIDIARY COMPANIES

In accordance with the General Circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Statement of Profit & Loss and other documents of the Subsidiary Companies are not being attached with the Balance Sheet of the Company. However, the financial information of the Subsidiary Companies is disclosed in the Annual Report in compliance with the said circular. The consolidated financial statements presented by the Company include financial results of its Subsidiary Companies, Alfred Herbert Limited and Herbert Holdings Limited.

MEETINGS OF THE BOARD

During the year 4 meetings of the Board of Directors and 1 meeting of Independent Directors were convened and held. 4 meetings of Audit Committee, 2 meetings of stakeholders Relationship Committee and 1 meeting of Nomination and Remuneration Committee were also held, the details of which are given in the Corporate Governance Report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.

BUSINESS RISK MANAGEMENT

The main identified risks at the Company are Commercial Risks, Financial Risks, Operational Risks and Legal & Regulatory Risks. Your Company has established a comprehensive Risk Management system to ensure that risk to the Company''s continued existence as a going concern and to its development are identified and addressed on timely basis. Risk Management strategy as approved by the Board of Directors is implemented by the Company Management.

MANAGERIAL REMUNERATION

During the year, the Company paid an aggregate sum of Rs. 17.08 lakhs to Key Managerial Personnel, Mr. R Radhakrishnan, Chief Executive Officer and Company secretary (from April 2017 to October 2017) and Mr. V Matta, Chief Financial Officer. MANAGERIAL PERSONNEL

Mr. R. Radhakrishnan resigned as Chief Executive Officer and Company secretary with effect from 2nd November 2017. Mr. V Matta, was appointed as Chief Executive Officer with effect from 1st May 2018 and Mrs. shobhana sethi was appointed as Chief Financial Officer & Company secretary with effect from 1 st May 2018.

VIGIL MECHANISM

Pursuant to the provisions of revised Regulation 22 of sEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and section 166 (9)&(10) of the Companies Act, 2013, the Company had established a Vigil Mechanism for Directors and Employees to report concerns of unethical behavior, actual or suspected fraud or violation of the Company''s Code of Conduct.

REMUNERATION POLICY

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, senior Management and their remuneration.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Regulation 4(f) and Regulation17 of sEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Committees.

INTERNAL FINANCIAL CONTROLS

Pursuant to section 134(5) (e) of the Company''s Act, 2013, the Directors of the Company had laid down internal financial control policy assuring the orderly and efficient conduct of its business, including adherence to Company''s policies, the safe guarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the Accounting records and timely preparation of reliable financial information.

INTERNAL CONTROL SYSTEMS & THEIR ADEQUACY

The Company has an Internal Control system commensurate with the size and scale of its operations.

RELATED PARTY TRANSACTIONS

All Related Party Transactions that were entered into during the financial year were in the ordinary course of business. None of the Directors has any direct pecuniary relationships or transactions vis-a-vis the Company.

SIGNIFICANT & 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.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the annual return in Form No. MGT- 9 is annexed herewith as "Annexure B".

directors'' responsibility statement

As stipulated in section 134(3) (C) of the Companies Act, 2013, your Directors subscribe to the "Directors'' Responsibility statement" and confirm as under:

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

b) that such accounting policies as mentioned in Note No.1of the Notes to the Financial statements have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March 2018 and of the profit of the Company for the year ended on that date

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

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

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

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

PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, RESEARCH AND DEVELOPMENT AND FOREIGN EXCHANGE EARNINGS AND OUTGO

There were no foreign exchange earnings and expenditure during the year. The other particulars relating to Conservation of Energy and Technology Absorption stipulated under section134(3M) of the Companies Act, 2013 read with Rule 8 of Companies (Accounts) Rules, 2014, are not applicable.

PERSONNEL

Your Directors wish to place on record their appreciation for the services rendered by the employees of the Company during the year.

On behalf of the Board

A. V. Lodha

Kolkata CHAIRMAN

Date: 30th May 2018 (DIN : 00036158)

---

Mar 31, 2017

The Directors have pleasure in presenting the Ninety-seventh Annual Report together with the Audited Accounts of your Company for the year ended 31st march 2017.

FINANCIAL RESULTS

The Financial Results are as under:

	31st March 2017 Rs.	31st March 2016 Rs.
profit before Tax and
Exceptional items	4,414,233	8,408,146
Exceptional items	209,082,157	-
provision for Tax
(including deferred tax)	44,819,792	261,758
Excess Tax provision
written back	-	(2,321,510)
profit after Tax	168,676, 598	10,467,898
Surplus from earlier years
brought forward	46,150,020	40,439,070
Amount available for
appropriation	214,826,618	50,906,968
Appropriations:
proposed Dividend	-	1,542,858
Corporate Dividend Tax	-	314,090
General Reserve	40,437,606	800,000
Special Reserve	33,750,000	21,000,000
	74,187,606	4,756,948
Surplus carried to
Balance Sheet	140,639,012	46,150,020
	214,826,618	50,906,968

DIVIDEND - -

Your Directors take pleasure in recommending for approval the payment of Dividend of Rs. 2/- (per share) for the year ended 31st march 2017.

FINANCIAL PERFORMANCE

The Company''s gross income (before exceptional items) for the financial year ended 31st march 2017 stood at Rs.206.73 lakhs as against Rs.200.71 lakhs in 2015-16. profit before tax and after Exceptional Items stood at Rs.2134.96 lakhs in 2016-17. profit after tax of the Company stood at Rs. 1686.77 lakhs as against Rs.104.68 lakhs in 2015-16.

A portion of land at Bangalore along with structure thereon has been acquired by Karnataka industrial Area Development Board (KiADB) for the purpose of metro Rail project undertaken by the Government and compensation of Rs.2091.32 lakhs has been received against the said acquisition. profit arising in this respect has been disclosed as Exceptional items in the Statement of profit and Loss.

The performance of the Company''s wholly owned subsidiary Alfred Herbert Limited during the year was disappointing and did not perform satisfactorily due to poor demand in the Tyre industry and sluggish market environment and customers continued to delay taking deliveries which had an impact on the Working Capital of the Company. Significant efforts are being made to focus on restructuring the product mix to enhance margins, restructuring production facilities and aggressively cutting costs to try and improve the financial performance and parameters. Attempts are also being made to add to the range of products including commencing supplies to the Railways.

DIRECTORS

pursuant to the provisions of the Companies Act, 2013, Mrs. Simika Lodha, Director, retires by rotation and being eligible, offers herself for re-appointment.

Mr. S Bhandari, independent Non-Executive Director expired on 4th January 2017. The Board expressed its deep sorrow and regret and recorded its appreciation of the valuable support, guidance and contribution extended by Mr. S Bhandari, to the Company during his many years as a valued member Mrs. Alka Bhandari, has been appointed as Additional Director, (independent) with effect from 27th February 2017 to hold office up to the date of the forthcoming Annual General Meeting. A Notice from a member U/s. 160 of the Companies Act, has been received signifying intention to propose her candidature as a Director. Your Directors recommend her re-appointment subject to approval of Shareholders at the forthcoming Annual General Meeting of the Company.

All independent Directors have given declaration that they meet the criteria of independence as laid down under Section149(6) of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

SHARE CAPITAL

The paid -up equity share capital of the Company as on 31st March 2017 was Rs.77.14 lakhs. During the year under review, the Company has not issued shares with differential voting rights nor granted stock options nor sweat equity.

DEPOSITS

The Company had discontinued its fixed deposit scheme in the financial year 2000-2001.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The provisions of Section 186 of the Companies Act, 2013 pertaining to investments, Loans and Guarantees is not applicable to the Company since the Company is a Non-banking Financial Company.

STATUTORY AUDITORS

M/s. Ray & Ray, Chartered Accountants, Statutory Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting and have completed their remaining term as prescribed under Section 139 of the Companies Act, 2013 and the rules made there under.

The Board proposed the appointment of M/s. ALpS & Co., Chartered Accountants, (Firm''s Registration No. 313132E ) as the Statutory Auditors of the Company. Your Company has received letter from M/s. ALpS & Co., Chartered Accountants, expressing their willingness to be appointed and 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 for appointment.

SECRETARIAL AUDIT

pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial personnel) Rules, 2014, the Company has appointed Messrs priyanka Lohia, Company Secretaries in practice to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit is annexed herewith as "Annexure A "

CORPORATE GOVERNANCE

The Company has complied with the Corporate Governance code as stipulated under the Listing Agreement with the Stock Exchange. A separate section on Corporate Governance, along with Certificate from the Auditors confirming the compliance, is annexed and forms part of the Annual Report.

SUBSIDIARY COMPANIES

In accordance with the General Circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Statement of Profit & Loss and other documents of the Subsidiary Companies are not being attached with the Balance Sheet of the Company. However, the financial information of the Subsidiary Companies is disclosed in the Annual Report in compliance with the said circular. The consolidated financial statements presented by the Company include financial results of its Subsidiary Companies, Alfred Herbert Limited and Herbert Holdings Limited.

MEETINGS OF THE BOARD

During the year 4 meetings of the Board of Directors and 1 meeting of Independent Directors were convened and held. Also 4 meetings of Audit Committee, 2 meetings of Stakeholders Relationship Committee and 1 meeting of Nomination and Remuneration Committee were held, the details of which are given in the Corporate Governance Report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.

BUSINESS RISK MANAGEMENT

The main identified risks at the Company are Commercial Risks, Financial Risks, Operational Risks and Legal & Regulatory Risks. Your Company has established a comprehensive Risk Management System to ensure that risk to the Company''s continued existence as a going concern and to its development are identified and addressed on timely basis. Risk Management strategy as approved by the Board of Directors is implemented by the Company Management.

managerial remuneration

During the year, the Company paid an aggregate sum of Rs.20.98 lakhs to Key Managerial Personnel, Mr. R Radhakrishnan, Chief Executive Officer, Mr. A K Basu, Chief Financial Officer ( from April 2016 to June 2016) and Mr. V Matta, Chief Financial Officer( from July 2016 to March 2017).

KEY MANAGERIAL PERSONNEL

Mr. A K Basu resigned as Chief Financial Officer with effect from 1st June 2016. Mr. V Matta was appointed as Chief Financial Officer with effect from 1st June 2016

VIGIL MECHANISM

Pursuant to the provisions of revised Regulation 22 of SEBI (Listing Obligations & Disclosure Requirements) Regulations,

2015 and Section 166 (9)&(10) of the Companies Act, 2013, the Company had established a Vigil Mechanism for Directors and Employees to report concerns of unethical behaviour, actual or suspected fraud or violation of the Company''s Code of Conduct.

REMUNERATION POLICY

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Regulation 4(f) and Regulation17 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Committees.

INTERNAL FINANCIAL CONTROLS

Pursuant to Section 134(5) (e) of the Company''s Act, 2013, the Directors of the Company had laid down internal financial control policy assuring the orderly and efficient conduct of its business, including adherence to Company''s policies, the safe guarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the Accounting records and timely preparation of reliable financial information.

INTERNAL CONTROL SYSTEMS & THEIR ADEQUACY

The Company has an Internal Control System commensurate with the size and scale of its operations.

related party transactions

All Related Party Transactions that were entered into during the financial year were in the ordinary course of business. None of the Directors has any direct pecuniary relationships or transactions vis-a-vis the Company.

SIGNIFICANT & 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.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the annual return in Form No. MGT- 9 is annexed herewith as "Annexure B".

DIRECTORS'' RESPONSIBILITY STATEMENT

As stipulated in Section 134(3) (C) of the Companies Act, 2013, your Directors subscribe to the "Directors'' Responsibility Statement" and confirm as under:

a) that in the preparation of the annual financial statements for the year ended 31st March 2017, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) that such accounting policies as mentioned in Note No.1of the Notes to the Financial Statements have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31 st March 2017 and of the profit of the Company for the year ended on that date

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

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

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

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

particulars regarding conservation of energy, technology absorption, research and development

AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars regarding foreign exchange earnings and expenditure appear as Annexure to Schedule at item No. 13 in the Notes to the Accounts. The other particulars relating to Conservation of Energy and Technology Absorption stipulated under Section134(3M) of the Companies Act, 2013 read with Rule 8 of Companies (Accounts) Rules, 2014, are not applicable.

PERSONNEL

Your Directors wish to place on record their appreciation for the services rendered by the employees of the Company during the year.

On behalf of the Board

Kolkata A. V. Lodha

Date: 19th May 2017 CHAIRMAN

---

Mar 31, 2016

DIRECTORS''REPORT

The Directors have pleasure in presenting the Ninety-sixth Annual Report together with the Audited Accounts of your Company for the year ended 31st March 2016.

FINANCIAL RESULTS

The Financial Results are as under:

	31st March	31st March
	2016	2015
	Rs.	Rs.
Profit before Tax	8,408,146	8,167,651
Provision for Tax
(including deferred tax)	261,758	237,113
Excess Tax provision	(2,321,510)	(2,809)
written back
Profit after Tax	10,467,898	7,933,347
Surplus from earlier
years brought forward	40,439,070	36,497,790
Amount available for
appropriation	50,906,968	44,431,137
Appropriations:
Proposed Dividend	1,542,858	1,542,858
Corporate Dividend Tax	314,090	262,209
General Reserve	800,000	600,000
Special Reserve	21,000,000	1,587,000
	4,756,948	3,992,067
Surplus carried to
Balance Sheet	46,150,020	40,439,070
	50,906,968	44,431,137

DIVIDEND

Your Directors take pleasure in recommending for approval the payment of Dividend of Rs. 2/- (per share) for the year ended 31st March 2016.

FINANCIAL PERFORMANCE

The Company''s gross income for the financial year ended 31st March 2016 stood at Rs.200.71 lacs as against Rs.201.27 lacs in 2014-15. Profit before tax of the Company stood at Rs.84.08 lacs as against Rs.81.68 lacs in 2014-15.

Profit after tax of the Company stood at Rs.104.68 lacs against Rs.79.33 lacs in 2014-15.

There was a marginal improvement in the performance of the Company''s wholly owned subsidiary, Alfred Herbert Limited during the year and the Company made a profit before tax of Rs.18.39 lacs as against a loss of Rs.210.63 lacs in 2014-15. This was achieved despite poor demand in the capital intensive industry and the sluggish demand in the tyre industry. Customers continue to delay taking deliveries on time which have had made an adverse impact on the working capital of the Company. Alfred Herbert Limited is attempting to diversify its product mix and has installed a new machine to optimize a new CNC Machine to optimize its production facilities.

DIRECTORS

Pursuant to the provisions of the Companies Act, 2013, Mr. A V Lodha, Director, retires by rotation and being eligible, offers himself for re-appointment.

All Independent Directors have given declaration that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. SHARECAPITAL

The paid -up equity share capital of the Company as on 31st March 2016 was Rs.77.14 lacs. During the year under review, the Company has not issued shares with differential voting rights nor granted stock options nor sweat equity.

DEPOSITS

The Company had discontinued its fixed deposit scheme in the financial year 2000-2001.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has not taken or given any loans or given loans and investments covered under the provisions of Section 186 of the Companies Act,2013.

During the year, the Company has provided a Corporate Guarantee to a Bank at Bangalore for advancing Working Capital facilities to its wholly owned subsidiary, Alfred Herbert Limited. STATUTORYAUDITORS

M/s. Ray & Ray, Chartered Accountants, will retire at the Annual General Meeting and they have given their consent to be reappointed for the current year.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Messrs Priyanka Lohia, Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit is annexed herewith as “Annexure A"

CORPORATE GOVERNANCE

The Company has complied with the Corporate Governance code as stipulated under the Listing Agreement with the Stock Exchange. A separate section on Corporate Governance, along with Certificate from the Auditors confirming the compliance, is annexed and forms part of theAnnual Report.

SUBSIDIARYCOMPANIES

In accordance with the General Circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Statement of Profit & Loss and other documents of the Subsidiary Companies are not being attached with the Balance Sheet of the Company. However, the financial information of the Subsidiary Companies is disclosed in the Annual Report in compliance with the said circular. The consolidated financial statements presented by the Company include financial results of its Subsidiary Companies, Alfred Herbert Limited and Herbert Holdings Limited.

MEETINGS OF THEBOARD

During the year 5 meetings of the Board of Directors and 1 meeting of Independent Directors were convened and held. Also 4 meetings of AuditCommittee, and 2 meetings of Stakeholders Relationship Committee were held, the details of which are given in the Corporate Governance Report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013. BUSINESS RISK MANAGEMENT

The main identified risks at the Company are Commercial Risks, Financial Risks, Operational Risks and Legal & Regulatory Risks. Your Company has established a comprehensive Risk Management System to ensure that risk to the Company''s continued existence as a going concern and to its development are identified and addressed on timely basis. Risk Management strategy as approved by the Board of Directors is implemented by the Company Management.

MANAGERIAL REMUNERATION

During the year, the Company paid an aggregate sum of Rs.16.35 lacs to Key Managerial Personnel, Mr. R Radhakrishnan (CEO) and Mr. A K Basu (CFO).

VIGILMECHANISM

Pursuant to the provisions of revised Regulation 22 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and Section 166 (9)&(10) of the Companies Act, 2013, the Company had established a Vigil Mechanism for Directors and Employees to report concerns of unethical behavior, actual or suspected fraud or violation of the Company''s Code of Conduct.

REMUNERATION POLICY

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Regulation 4(f) and Regulation17 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Committees.

INTERNAL FINANCIAL CONTROLS

Pursuant to Section 134(5) (e) of the Company''s Act, 2013, the Directors of the Company had laid down internal financial control policy assuring the orderly and efficient conduct of its business, including adherence to Company''s policies, the safe guarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the Accounting records and timely preparation of reliable financial information.

INTERNAL CONTROL SYSTEMS & THEIR ADEQUACY

The Company has an Internal Control System commensurate with the size and scale of its operations.

RELATED PARTY TRANSACTIONS

All Related Party Transactions that were entered into during the financial year were in the ordinary course of business. None of the Directors has any direct pecuniary relationships or transactions vis-a-vis the Company.

SIGNIFICANT & 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.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the annual return in Form No. MGT- 9 is annexed herewith as "Annexure B".

DIRECTORS'' RESPONSIBILITY STATEMENT

As stipulated in Section 134(3) (C) of the Companies Act, 2013, your Directors subscribe to the “Directors'' Responsibility Statement “and confirm as under:

a) that in the preparation of the annual financial statements for the year ended 31st March 2016, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) that such accounting policies as mentioned in Note No. 1 of the Notes to the Financial Statements have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and Fairview 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

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

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

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

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

PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, RESEARCH AND DEVELOPMENT AND FOREIGN EXCHANGE EARNINGS AND OUTGO The particulars regarding foreign exchange earnings and expenditure appear as Annexure to Schedule at item No. 13in the Notes to the Accounts. The other particulars relating to Conservation of Energy and Technology Absorption stipulated under Section134(3M)of the Companies Act, 2013 read with Rule 8 of Companies (Accounts) Rules, 2014,are not applicable.

PERSONNEL

Your Directors wish to place on record their appreciation for the services rendered by the employees of the Company during the year.

On behalf of the Board

Kolkata A.V.Lodha

Date: 26thMay2016 CHAIRMAN

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Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the Ninety-fifth Annual Report together with the Audited Accounts of your Company for the year ended 31st March 2015.

FINANCIAL RESULTS

The Financial Results are as under:

31st March 31st March 2015 2014 Rs. Rs. profit before Tax 8,167,651 11,051,309

provision for Tax (including deferred tax) 234,304 338,546

profit after Tax 7,933,347 10,712,763

surplus from earlier years brought forward 36,497,790 30,543,094

Amount available for appropriation 44,431,137 41,255,857

Appropriations:

proposed Dividend 1,542,858 1,542,858

Corporate Dividend tax 262,209 262,209

General Reserve 600,000 810,000

special Reserve 1,587,000 2,143,000 3,992,067 4,758,067

surplus carried to Balance sheet 40,439,070 36,497,790 44,431,137 41,255,857

dividend

Your Directors take pleasure in recommending for approval the payment of Dividend of Rs. 2/- (per share) for the year ended 31st March 2015.

FINANCIAL PERFORMANCE

The Company''s gross income for the financial year ended 31st March 2015 stood at Rs.201.27 lacs as against Rs.230 lacs in 2013-14. profit before tax of the Company stood at Rs.81.68 lacs as against Rs.110.51 lacs in 2013-14. The Company''s wholly owned subsidiary, Alfred Herbert Limited did not perform satisfactorily during the year due to poor demand, surplus of capacity due to the poor economic environment, delays caused by customers in not taking deliveries of machines ordered during the year etc. Given the sustained and growing volatility in economic conditions, comprehensive action is being attempted to realign Alfred Herbert Limited''s business plan to allow for much greater flexibility and lower fixed costs. Attempts are also being made to change the product mix with a greater focus on developing new sizes and technology, upgrading existing machineries for external agencies. Your Directors hope that these measures would result in better performance in the year ahead.

DIRECTORS

pursuant to the provisions of the Companies Act, 2013, MR. H v Lodha, Director, retires by rotation and being eligible, offers himself for re-appointment.

Mrs. simika Lodha - Non-independent woman Director has been appointed as an Additional Director with effect from 30th March 2015 to hold office upto the date of the forthcoming Annual General Meeting. a Notice from a member u/s. 160 of the Companies Act, has been received signifying intention to propose her candidature as a Director. Your Directors recommend her re-appointment subject to approval of shareholders at the forthcoming Annual General Meeting of the Company.

All independent Directors have given declaration that they meet the criteria of independence as laid down under section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

SHARE CAPITAL

the paid-up equity share capital of the Company as on 31st march 2015 was Rs.77.14 lacs. During the year under review, the Company has not issued shares with differential voting rights nor granted stock options nor sweat equity.

DEPOSITS

the Company had discontinued its fixed deposit scheme in the financial year 2000-2001.

PARTICULARS Of LOANS, GUARANTEES OR Investments

the Company has not taken or given any loans, guarantees and investments covered under the provisions of section 186 of the Companies Act, 2013.

STATUTORY AUDITORS

M/s. Ray & Ray, Chartered Accountants, will retire at the Annual General meeting and they have given their consent to be re-appointed for the current year.

SECRETARIAL AUDIT

pursuant to the provisions of section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial personnel) Rules, 2014, the Company has appointed Messrs priyanka Lohia, Company secretaries in practice to undertake the secretarial Audit of the Company, The Report of the secretarial Audit is annexed herewith as "Annexure A ".

CORPORATE Governance

The Company has complied with the Corporate Governance code as stipulated under the Listing Agreement with the stock Exchange. A separate section on Corporate Governance, along with Certificate from the Auditors confirming the compliance, is annexed and forms part of the Annual Report.

subsidiary Companies

in accordance with the General Circular issued by the Ministry of Corporate Affairs, Government of india, the Balance sheet, statement of profit & Loss and other documents of the subsidiary Companies are not being attached with the Balance sheet of the Company. However, the financial information of the subsidiary Companies is disclosed in the Annual Report in compliance with the said circular. The said Annual Accounts of the subsidiary Companies will also be kept open for inspection at the Registered Office of the Company, The consolidated Financial statements presented by the Company include financial results of its subsidiary Companies, Alfred Herbert Limited and Herbert Holdings Limited.

MEETINGS

During the year 4 meetings of the Board of Directors and 1 meeting of independent Directors were convened and held. Also 4 meetings of Audit Committee, 2 meetings of Nomination & Remuneration Committee and 2 meetings of stakeholders Relationship Committee were held, the details of which are given in the Corporate Governance Report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.

BUSINESS RISK MANAGEMENT

The main identified risks at the Company are Commercial Risks, Financial Risks, operational Risks and Legal & Regulatory Risks. Your Company has established a comprehensive Risk Management system to ensure that risk to the Company''s continued existence as a going concern and to its development are identified and addressed on timely basis. Risk Management strategy as approved by the Board of Directors is implemented by the Company Management.

MANAGERIAL REMUNERATION

During the year, the Company paid an aggregate sum of

Rs.9.53 lacs to Key Managerial personnel, Mr, R Radhakrishnan (CEo) and Mr. A K Basu (CFO).

VIGIL MECHANISM

Pursuant to the provisions of revised Clause 49 of the Listing Agreement and Section 166 (9)&(10) of the Companies Act, 2013, the Company had established a Vigil Mechanism for Directors and Employees to report concerns of unethical behaviour, actual or suspected fraud or violation of the Company''s Code of Conduct.

REMUNERATION POLICY

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit, Nomination & remuneration Committees.

INTERNAL CONTROL SYSTEMS & THEIR ADEQUACY

The Company has an internal Control System commensurate with the size and scale of its operations.

Related party Transactions

All Related Party Transactions that were entered into during the financial year were in the ordinary course of business. None of the Directors has any pecuniary relationships or transactions vis-a-vis the Company.

significant & 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.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the annual return in Form No. MGT- 9 is annexed herewith as "Annexure B".

DIRECTORS'' Responsibility STATEMENT

As stipulated in Section 134(3) (C) of the Companies Act, 2013, your Directors subscribe to the "Directors'' responsibility Statement" and confirm as under:

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

b) that such accounting policies as mentioned in Note No.1of the Notes to the Financial Statements have been selected and applied consistently and judgement and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March 2015 and of the profit of the Company for the year ended on that date

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

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

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

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

PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, RESEARCH AND DEVELOPMENT AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars regarding foreign exchange earnings and expenditure appear as Annexure to Schedule at item No.14&15 in the Notes to the Accounts. The other particulars relating to Conservation of Energy and Technology Absorption stipulated under Section134(3M)of the Companies Act, 2013 read with rule 8 of Companies (Accounts) rules, 2014, are not applicable.

PERSONNEL

Your Directors wish to place on record their appreciation for the services rendered by the employees of the Company during the year.

PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) rules, 2014 in respect of employees of the Company, will be provided upon request.

on behalf of the Board Kolkata A V Lodha Date: 18th May 2015 Chairman

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Mar 31, 2013

The Directors have pleasure in presenting the Ninety- third Annual Report together with the Audited Accounts of your Company for the year ended 31st March 2013.

FINANCIAL RESULTS

The Financial Results are as under : 31st March 31st March 2013 2012 Rs. Rs.

Profit before Tax 23,892,126 9,283,283

Provision for Tax (including deferred tax) 191,184 188,954

Profit after Tax 23,700,942 9,094,329

Surplus from earlier years

brought forward 15,178,308 10,396,135

Amount available for

appropriation 38,879,250 19,490,464

Appropriations:

Proposed Dividend 1,542,858 1,542,858

Corporate Dividend Tax 250,298 250,298

General Reserve 1,800,000 700,000

Special Reserve 4,743,000 1,819,000

8,336,156 4,312,156

Surplus carried to 30,543,094 15,178,308

Balance Sheet

38,879,250 19,490,464



DIVIDEND

Your Directors take pleasure in recommending for approval the payment of Dividend of Rs. 2/-(per share) for the year ended 31st March 2013.

FINANCIAL PERFORMANCE

The Company''s gross income for the financial year ended 31st March 2013 stood at Rs.215.47 lacs as against Rs.188.74 lacs in 2011-12. Profit before tax of the Company stood at Rs.238.92 lacs as against Rs.92.83 lacs in 2011-12.

Considering the overall economic scenario, the performance of the Company was quite satisfactory. The Company had deployed its surplus funds in long term investments which have performed well and should help maximise returns and further consolidate its performance in future. The Company has undertaken to develop its property in Kolkata which should hopefully further consolidate its performance in the coming years.

The Company''s wholly owned subsidiary Alfred Herbert Limited did not perform well during the year due to significant challenges faced by the slow down of the Indian economy compounded by delays in customers taking delivery of machinery ordered. Full efforts are being made to improve its performance in the current year which would largely depend on the economic environment and growth opportunities.

DIRECTORS

Mr. S S Jain, Director, and Mr. S Bhandari, Director, retire by rotation and being eligible, offer themselves for re- appointment.

AUDITORS

M/s. Ray & Ray, Chartered Accountants, will retire at the Annual General Meeting and they have given their consent to be re-appointed for the current year.

CORPORATE GOVERNANCE

The Company has complied with the Corporate Governance code as stipulated under the Listing Agreement with the Stock Exchanges. A separate section on Corporate Governance, along with Certificate from the Auditors confirming the compliance, is annexed and forms part of the Annual Report.

SUBSIDIARY COMPANIES

As required under Section 212 of the Companies Act, 1956, the audited statement of accounts along with Report of the Board of Directors and Auditors Report of your Company''s subsidiaries, namely, Alfred Herbert Limited and Herbert Holdings Limited are annexed to this Report.

CONSOLIDATED FINANCIAL STATEMENTS

The Directors also present the consolidated financial statements duly incorporating the financial statements of the subsidiaries Alfred Herbert Limited and Herbert Holdings Limited.

DIRECTORS'' RESPONSIBILITY STATEMENT

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

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

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

iii) that the Directors have 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;

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

PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, RESEARCH AND DEVELOPMENT AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars regarding foreign exchange earnings and expenditure appear as Annexure to Schedule at item No. 13 in the Notes to the Accounts. The other particulars relating to Conservation of Energy and Technology Absorption stipulated in the Companies (Disclosures of Particulars in the Report of the Board of Directors) Rules, 1988 are not applicable.

PERSONNEL

Your Directors wish to place on record their appreciation for the services rendered by the employees of the Company during the year.

COMPLIANCE CERTIFICATE UNDER COMPANIES ACT, 1956

A certificate issued by M/s. A J & Associates, Company Secretaries, in terms of the provisions of Section 383A of the Companies Act, 1956, to the effect that the Company has complied with the applicable provisions of the said Act is attached to this Report.

PARTICULARS OF EMPLOYEES

The Company has no employee in the category specified under Section 217(2A) of the Companies Act, 1956.

Your Directors place on record their appreciation for the support received from the shareholders.

On behalf of the Board

H. V. Lodha

Kolkata R. C. Tapuriah

Date : 24th May, 2013 Directors

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Mar 31, 2012

The Directors have pleasure in presenting the Ninety- second Annual Report together with the Audited Accounts of your Company for the year ended 31st March 2012.

FINANCIAL RESULTS

The Financial Results are as under:

31st March 2012 31st March 2011 Rs. in '000 Rs. in '000

Profit before Tax 9,283.28 4.990.32

Provision for Tax Oncl. Deferral Tax) 188.95 189.54

Profit after Tax 9,094.33 4.800.78

Surplus from earlier years brought forward 10,396.13 9,138.20

Amount available for appropriation 19,490.46 13.938.98

Appropriations : Proposed Dividend 1,542.85 1.542.85

Corporate Dividend Tax 250.30 -

General Reserve 700.00 1.000.00

Special Reserve 1,819.00 1.000.00

4,312.15 3.542.85

Surplus carried to Balance Sheet 15,178.31 10.396.13

19,490.46 13.938.98

DIVIDEND

Your Directors take pleasure in recommending for approval the payment of Dividend of Rs. 2/- (per share) for the year ended 31st March 2012.

FINANCIAL PERFORMANCE

The Company's gross income for the financial year ended 31st March 2012 stood at Rs.188.74 lacs as against Rs.167.39 lacs in 2010-11. Profit before tax of the Company stood at Rs. 92.83 lacs as against Rs.49.90 lacs in 2010-11.

The performance of the Company showed a marked improvement and was quite satisfactory during the year. The Division has deployed a part of its surplus funds in making long term investments which should help maximise returns and thus create various opporl unities for better utilisation and increase its income significantly in future.

The Company's wholly owned subsidiary Alfred Herbert Limited did not perform satisfactorily during the year due to significant challenges faced by the delay caused by customers in taking delivery of machines during the year in view of the economic environment. Efforts are being made to enhance its performance in the current year subject to improvement in the overall economic environment and investment climate.

DIRECTORS

Mr. H V Lodha. Director, and Mr. R C Tapuriah. Director. retire by rotation and being eligible, offer themselves for re- appointment.

AUDITORS

M/s. Ray & Ray. Chartered Accountants, will retire at the Annual General Meeting and they have given their consent to be re-appointed for the current year.

CORPORATE GOVERNANCE

The Company has complied with the Corporate Governance code as stipulated under the Listing Agreement with the Stock Exchanges. A separate section on Corporate Governance, alongwith Certificate from the Auditors confirming the compliance, is annexed and forms part of the Annual Report. SUBSIDIARY COMPANIES

As required under Section 212 of the Companies Act, 1956, the audited statement of accounts along with Report of the Board of Directors and Auditors Report of your Company's subsidiaries namely, Alfred Herbert Limited and Herbert Holdings Limited are annexed to this Report.

CONSOLIDATED FINANCIAL STATEMENTS

The Directors also present the consolidated financial statements duly incorporating the financial statements of the subsidiaries Alfred Herbert Limited and Herbert Holdings Limited.

DIRECTORS' RESPONSIBILITY STATEMENT

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

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

ii) that the Directors have selected such accounting policies and applied them consistently and made judgements 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 or loss of the Company for that period ;

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

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

PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, RESEARCH AND DEVELOPMENT AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars regarding foreign exchange earnings and expenditure appear as Annexure to Schedule at item No. 13 in the Notes to the Accounts. The other particulars relating to Conservation of Energy and Technology Absorption stipulated in the Companies (Disclosures of Particulars in the Report of the Board of Directors) Rules. 1988 are not applicable.

PERSONNEL

Your Directors wish to place on record their appreciation for the services rendered by the employees of the Company during the year.

COMPLIANCE CERTIFICATE UNDER COMPANIES ACT, 1956

A certificate issued by M/s. A. J. & Associates, Company Secretaries, in terms of the provisions of Section 383A of the Companies Act, 1956. to the effect that the Company has complied with the applicable provisions of the said Act is attached to this Report.

PARTICULARS OF EMPLOYEES

The Company has no employee in the category specified under Section 217(2A) of the Companies Act. 1956.

Your Directors place on record their appreciation for the support received from the shareholders.

For and on behalf of the Board

Kolkata H. V. Lodha

29th May. 2012 r. c. Tapuriah

Directors

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Mar 31, 2011

The Directors have pleasure in presenting the Ninety- first Annual Report together with the Audited Accounts of your Company for the year ended 31 st March 2011.

FINANCIAL RESULTS

The Financial Results are as under:

31st March 31st March 2011 2010 Rs. Rs.

Profit before Tax 4,990,328 6,560,773

Provision for Tax (including deferred tax) 189,544 2,710,187

Profit after Tax 4,800,784 3,850,586

Surplus from earlier years brought forward 9,138,209 8,630,481

Amount available for appropriation 13,938,993 12,481,067

Appropriations:

Proposed Dividend 1,542,858 1,542,858

General Reserve 1,000,000 1,000,000

Special Reserve 1,000,000 800,000

3,542,858 3,342,858

Surplus carried to 10,396,135 9,138,209 Balance Sheet

13,938,993 12,481,067

DIVIDEND

Your Directors take pleasure in recommending for approval the payment of Dividend of Rs. 2/-(per share) for the year ended 31st March 2011.

FINANCIAL PERFORMANCE

The Companys gross income for the financial year ended 31st March 2011 stood at Rs. 167,39 lacs and profit before tax stood at Rs.49.90 lacs.

The Companys Realty and Business Services Division continued to perform satisfactorily. The Division has deployed a part of its surplus funds in making long term investments which should maximise returns for the Company for utilisation in future opportunities.

The performance of the Companys wholly owned subsidiary, Alfred Herbert Limited improved substantially during the year and full efforts are being made to further consolidate its operations. However, the sharp increases in interest rates pose a challenge as many customers are delaying purchase decisions leading to uncertainty in performance. The Company is making full efforts to find alternative markets to utilise its potential.

DIRECTORS

Mr. A V Lodha, Director, and Mr. S S Jain, Director retire by rotation and being eligible, oner themselves for re- appointment.

AUDITORS

M/s. Ray & Ray, Chartered Accountants, will retire at the Annual General Meeting and they have given their consent to be re-appointed for the current year.

CORPORATE GOVERNANCE

The Company has complied with the Corporate Governance code as stipulated under the Listing Agreement with the Stock Exchanges, A separate section on Corporate Governance, alongwith Certificate from the Auditors confirming the compliance, is annexed and forms part of the Annual Report.

SUBSIDIARY COMPANIES

As required under Section 212 of the Companies Act, 1956, the audited statement of accounts along with Report of the Board of Directors and Auditors Report of your Companys subsidiaries, namely, Alfred Herbert Limited and Herbert Holdings Limited are annexed to this Report.

CONSOLIDATED FINANCIAL STATEMENTS

The Directors also present the consolidated financial statements duly incorporating the financial statements of the subsidiaries Alfred Herbert Limited and Herbert Holdings Limited.

DIRECTORS RESPONSIBILITY STATEMENT

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

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

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

iii) that the Directors have 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;

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

PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, RESEARCH AND DEVELOPMENT AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars regarding foreign exchange earnings and expenditure appear as Annexure to Schedule at

item No. 15 in the Notes to the Accounts. The other particulars relating to Conservation of Energy and Technology Absorption stipulated in the Companies (Disclosures of Particulars in the Report of the Board of Directors) Rules, 1988 ore not applicable.

PERSONNEL

Your Directors wish to place on record their appreciation for the services rendered by the employees of the Company during the year.

COMPLIANCE CERTIFICATE UNDER COMPANIES ACT, 1956

A certificate issued by M/s. A J & Associates, Company Secretaries, in terms of the provisions of Section 383A of the Companies Act, 1956, to the effect that the Company has complied with the applicable provisions of the said Act is attached to this Report.

PARTICULARS OF EMPLOYEES

The Company has no employee in the category specified under Section 217(2A) of the Companies Act, 1956.

Your Directors place on record their appreciation for the support received from the shareholders.

On behalf of the Board H. V. Lodha R. C. Tapuriah Directors

Kolkata 23 May, 2011

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Mar 31, 2010

The Directors have pleasure in presenting the Ninetieth Annual Report together with the Audited Accounts of your Company for the year ended 31st March 2010.

FINANCIAL RESULTS

The Financial Results are as under:

31st March 31st March

2010 2009

Rs. Rs.

Profit before Tax 6,560,773 9.393,697

Provision for Tax 2,710,187 1,262,834

Profit after Tax 3,850,586 8,130,863

Surplus from earlier years 8,630,481 4,931,685

brought forward/written back

Amount available for 12,481,067 13,062,548

appropriation

Appropriations

Proposed Dividend 1,542,858 1,542,858

Corporate Dividend Tax - 262,209

General Reserve 1,000,000 1,000,000

Special Reserve 800,000 1,627,000

3,342,858 4,432,067

Surplus carried to 9,138,209 8,630,481

Balance Sheet

12,481,067 13,062,548

DIVIDEND

Your Directors take pleasure in recommending for approval the payment of Dividend of Rs. 2/-(per share) for the year ended 31st March 2010.

FINANCIAL PERFORMANCE

The Companys gross income for the financial year ended 31st March 2010 stood at Rs.260.04 lacs and profit before tax stood at Rs.65.61 lacs.

The Companys Realty and Business Services Division continued to perform satisfactorily. The Company renewed its lease for its warehouse in Kolkata and is currently repairing the same comprehensively. The Division has deployed its surplus funds in long-term investments, which have performed and should help maximise returns in future and is actively exploring various opportunities including by the better utilisation of its properties to increase its sustainable income significantly.

The Sales and Marketing Division of the Company performed reasonably well during the year and contributed to the profitability of the Company.

The Companys wholly owned subsidiaries, Alfred Herbert Limited and Herbert Holdings Limited performed satisfactorily during the year and barring unforeseen circumstances should continue to contribute to the overall growth of the Company.

DIRECTORS

Mr. H V Lodha, Director, and Mr. S Bhandari, Director, retire by rotation and being eligible, offer themselves for re-appointment.

AUDITORS

M/s. Ray & Ray, Chartered Accountants, will retire at the Annual General Meeting and they have given their consent to be re-appointed for the current year.

CORPORATE GOVERNANCE

The Company has complied with the Corporate Governance code as stipulated under the Listing Agreement with the Stock Exchanges. A separate section on Corporate Governance, alongwith Certificate from the Auditors confirming the compliance, is annexed and forms part of the Annual Report.

SUBSIDIARY COMPANIES

As required under Section 212 of the Companies Act, 1956, the audited statement of accounts along with Report of the Board of Directors and Auditors Report of your Companys subsidiaries, namely, Alfred Herbert Limited and Herbert Holdings Limited are annexea to this Report.

CONSOLIDATED FINANCIAL STATEMENTS

The Directors also present the consolidated financial statements duly incorporating the financial statements of the subsidiaries Alfred Herbert Limited and Herbert Holdings Limited.

DIRECTORS RESPONSIBILITY STATEMENT

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

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

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

iii) that the Directors have 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 ;

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

PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, RESEARCH AND DEVELOPMENT AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars regarding foreign exchange earnings and expenditure appear as Annexure to Schedule at item No. 16 in the Notes to the Accounts. The other particulars relating to Conservation of Energy and Technology Absorption stipulated in the Companies (Disclosures of Particulars in the Report of the Board of Directors) Rules, 1988 are not applicable.

PERSONNEL

Your Directors wish to place on record their appreciation for the services rendered by the employees of the Company during the year.

COMPLIANCE CERTIFICATE UNDER COMPANIES ACT, 1956

A certificate issued by M/s. A J & Associates, Company Secretaries, in terms of the provisions of Section 383A of the Companies Act, 1956, to the effect that the Company has complied with the applicable provisions of the said Act is attached to this Report.

PARTICULARS OF EMPLOYEES

The Company has no employee in the category specified under Section 217(2A) of the Companies Act, 1956.

Your Directors place on record their appreciation foi the support received from the shareholders.

On behalf of the Board

H. V. Lodha

Kolkata R. C. Tapuriah

22nd May, 2010 Directors