Directors Report of Austin Engineering Company Ltd.

Mar 31, 2024

Your Directors have pleasure in submitting their 46^th Annual Report of the Company together with the Audited Statements of Accounts for the year ended 31^st March, 2024.

FINANCIAL RESULTS:

The Company''s financial performance for the year ended 31st March, 2024 along with previous year figure is summarized as here under:

(Amt Rs in Lakhs)

Particulars	Year ended 31st March, 2024	Year ended 31st March, 2023
	(Standalone)	(Standalone)
Gross profit before Interest Depreciation and Tax	634.91	591.11
Less: Interest and Depreciation	160.91	119.13
Profit / (Loss) before Tax	474.00	471.98
Provision for Taxation/ Deferred Tax (Assets) / Liabilities	127.43	69.46
Profit / (Loss) after Tax	346.57	402.52
Add: Other Comprehensive Income	(19.20)	(23.89)
Total Comprehensive Income / Loss	327.37	378.63

REVIEW OF BUSINESS OPERATION AND FUTURE PROSPECTS :

The sales (standalone) during the year were Rs. 10865.59 Lakhs as against Rs 10798.03 Lakhs in the previous year. The Company has thus made status quo position in respect of sales as compared to the last year. The Company made an export worth of Rs 5826.76 during the current year as against Rs 6296.68 in the previous year. The Company made net profit of Rs.346.57 Lakhs in the current year as against Rs 402.52 Lakhs in the previous year excluding other comprehensive income.

DIVIDEND :

Your directors have considered it financially prudent in the long-term interest of the Company to reinvest the profits into the business of the Company to build a strong reserve base and grow the business of the Company. No dividend has therefore been recommended for the year ended on 31st March, 2024.

FIXED DEPOSITS:

The Company has not accepted any fixed deposits from the public falling within the ambit of section 73 of the Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules, 2014.

SHARE CAPITAL:

The paid-up Equity Share Capital of the Company as on 31st March, 2024 was Rs 3,47,78,000/- During the year under review, the Company has not issued any shares with differential voting rights nor granted any stock options or sweat equity.

DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. JIGNESH SHASHIKANT THANKI (DIN 00146168), a Director of the Company who retires by rotation at the ensuring Annual General Meeting of the Company and being eligible, offers himself for re-appointment. The Board recommends their appointment for your approval.

The Board places on record the appreciation for guidance and valuable services provided by Mr. Bhavesh Sureja and Mr. Palak Doshi, Nonexecutive Independent Directors of the Company during their tenure. Both were retired on expiry of their terms.

The following are the Key Managerial Personnel as defined under Section 2(51) of the Companies Act, 2013:

• Mr. Rajan R Bambhania (Chief Executive Officer)

• Mr. Siddik A Kotal (Chief Financial Officer)

• Mr. Hemant Singh Jhala (Company Secretary)

BOARD PERFORMANCE EVALUATION:

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit, Nomination and Remuneration Committees.

A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Board''s functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance.

A separate exercise was carried out to evaluate the performance of individual of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgment safeguarding the interest of the Company and its minority shareholders etc. The performance evaluation of the Independent Directors was carried out by the entire Board.

The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors who also reviewed the performance of the Secretarial Department.

The Directors expressed their satisfaction with the evaluation process.

COMPOSITION OF VARIOUS COMMITTEES:

The details of various committees constituted by the Board as per the Regulation 18, 19 and 20 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 and Companies Act, 2013 are given in the Corporate Governance Report which forms part of this report.

MEETINGS:

During the year FOUR Board Meetings, FIVE Audit Committee Meetings, ONE Nomination and Remuneration Committee Meeting, ONE Stakeholders Relationship Committee Meeting and ONE separate Meeting of Independent Directors were held. The details of the same are given in the Corporate Governance Report. The intervening gaps between the Board meetings were within the period prescribed under the Companies Act, 2013 in compliance to secretarial standards SS-1 issued by ICSI.

INDEPENDENT DIRECTORS AND DECLARATIONS:

The Independent Directors met on 29th May, 2024 without the attendance of Non-Independent Directors and members of the management. The Independent Directors reviewed the performance of Non-Independent Directors and Board as a whole and assessed the quality, quantity, and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to perform their duties effectively and reasonably.

The Company has received necessary declarations from each Independent Director under Section 149 (7) of the Companies Act, 2013, that he/she meets the criteria of independence as laid down in Section 149 (6) of the Companies Act, 2013 and Regulation 16(1 )(b) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

DIRECTOR DISQUALIFICATIONS AND DISCLOSURE:

None of the Directors of your Company is disqualified as per provisions of Section 164 (2) of the companies Act, 2013 for financial year ended on 31st March, 2024. Your directors have made necessary disclosures, as required under Companies Act, 2013. The Company has obtained certificate dated 25th April, 2024 from Shahs & Associates, a peer reviewed firm of Practicing Company Secretaries in that regard. The certificate for Non-Disqualification of directors for the financial year ended on 31st March, 2024 is annexed herewith marked as Annexure "B" to this Report.

DIRECTORS RESPONSIBILITY STATEMENT:

To the best of the knowledge and belief and according to the information and explanation obtained, the Board hereby submits its responsibility Statement in accordance with the provisions of Section 134(5) of the Companies Act, 2013:

a) In the preparation of the Annual Accounts for the year ended on 31st March, 2024, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at 31st March, 2024 and of the profit of the Company for the year ended on 31st March, 2024;

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

d) The Directors had prepared the annual accounts on a going concern basis;

e) The Directors had laid down Internal Financial Controls ("IFC") and that such Internal Financial Controls are adequate and were operating effectively;

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

AUDITORS AND AUDITORS'' REPORT:

STATUTORY AUDITORS:

M/s. J C Ranpura & Co., Chartered Accountants, Rajkot, Gujarat (FRN 108647W) were appointed as Statutory Auditors of the Company for a period of Five (5) years from the conclusion of the 42nd Annual General Meeting till conclusion of 47th Annual general meeting by the member of the Company at their meeting held on Monday, 28th September, 2020.

The Auditors have confirmed that their continuation as Auditor would be within the prescribed limit under section 141 of the Companies Act, 2013 read with Rule 4(1) of the Companies (Audit & Auditors) Rules, 2014 and that they are not disqualified for the appointment as Auditor. SECRETARIAL AUDITOR:

The Board had appointed M/s SHAHS & ASSOCIATES, a peer reviewed firm of Practicing Company Secretaries, to conduct the Secretarial Audit for the financial year ended on 31st March, 2024. The Secretarial Audit Report for the financial year ended on 31st March, 2024 is annexed herewith marked as Annexure "A" to this Report.

The Board of Directors on the recommendations of the Audit Committee appointed M/s. SHAHS & ASSOCIATES, a peer reviewed firm of Practicing Company Secretaries, to conduct the Secretarial Audit of the Company for the financial year 2024-25.

There is no qualification, reservation or adverse remarks or disclaimer made by the Statutory Auditors and Secretarial Auditor in their report on the financial statement of the Company for the Financial Year ended on 31st March, 2024.

INTERNAL AUDITOR:

The Board of Directors on the recommendations of the Audit Committee appointed M/s. SUBHASH AKBARI & CO., Chartered

Accountants, and Junagadh as Internal Auditors of the Company for the financial year 2024-25.

INTERNAL FINANCIAL CONTROLS:

The Company has a proper and adequate system of Internal Control commensurate with its size and the nature of its operations to ensure that all assets are safeguarded and protected against loss from un-authorized use or disposition and those transactions are authorized, recorded, and reported correctly.

DISCLOSURES:

AUDIT COMMITTEE:

Pursuant to Section 177 of the Companies Act, 2013 read with Rule 6 and 7 of the Companies (Meetings of the Board and its Powers) Rules, 2013, the Audit committee consists of the following directors:

Mr. B. R. Sureja [Chairman of committee]

Mr. J. B. Jagani [Member]

Mr. P. J Doshi [Member]

All the members of Audit Committee are independent directors.

WHISTLE BLOWER POLICY:

The Company has a WHISTLE BLOWER POLICY to deal with instances of unethical behaviour, actual or suspected fraud or violation of the company''s code of conduct, if any. The details of the whistle blower policy are explained in the Corporate Governance Report and also posted on the website of the Company.

DIRECTORS APPOINTMENT AND REMUNERATIONS POLICY:

The Company''s policy relating to appointment of directors, payment of managerial remuneration, directors'' qualifications, positive attributes, independence of directors and other related matters as provided under Section 178 (3) of the Companies Act, 2013 is furnished in Corporate Governance Report and the same is also posted on website of the Company.

RELATED PARTY TRANSACTIONS AND POLICY:

All transactions with related parties are placed before the Audit Committee for its approval. An omnibus approval from Audit Committee is also obtained for the related party transactions which are repetitive in nature. Accordingly, the disclosure of related party transactions, as required under Section 134(3)(h) of the Act, in Form AOC - 2, is not applicable.

All related party transactions, entered into during the financial year under review, were on an arm''s length basis and were in the ordinary course of business. Your Company has not entered into any transactions with related parties which could be considered material in terms of Section 188 of the Act and SEBI Listing Regulations, as applicable till March 31,2024.

The policy on Related Party Transactions as approved by the Board is uploaded on the Company''s website at http;/www.aec.com.

RISK MANAGEMENT POLICY:

The Board of Directors is overall responsible for identifying, evaluating, and managing all significant risks faced by the Company. The Board approved Risk Management policy, which acts as an overarching statement of intent and establishes the guiding principles by which key risks are managed across the organization.

The Company follows well established and detailed risk assessment and minimization procedures, which are periodically reviewed by the top management. The Company has in place a business risk management framework for identifying risks and opportunities that may have a bearing on the organization''s objectives, assessing them in terms of likelihood and magnitude of impact and determining a response strategy.

In the opinion of the Board, none of the risks faced by the Company threaten its existence. The Company has also posted the policy in respect of transactions with "Related Parties" on its website.

In view of non-applicability of formation of Risk Management Committee, the Company has not formed the said committee.

MATERIAL CHANGES AND COMMITMENTS :

No material changes and commitments affecting the financial position of the Company has occurred between the end of financial year to which this financial statement relate and the date of this report .

ANNUAL RETURN WEB LINK:

Pursuant to Section 92(3) read with Section 134(3) (a) of the Companies Act, the draft Annual Return as on March 31, 2024 of the Company is available on Company''s website and can be accessed at http:/www.aec.com

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The particulars of Loans, guarantees or investments made under Section 186 and its applicability have been furnished in notes annexed to our financial statements.

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

The information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in Annexure "C" attached to this report and it forms the part of this report.

PARTICULARS OF EMPLOYEES AND REMUNERATIONS:

The information required pursuant to Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, is annexed to this Report as Annexure "D", forming part of this Report.

As per Section 136 (1) of the Companies Act, 2013, the report and accounts are being sent to the shareholders of the Company, excluding the statement of particulars of employees under the said proviso. Any shareholder interested in obtaining a copy of the said statement may write to the Secretarial department at the Registered Office of the Company.

SUBSIDIARY COMPANY:

In accordance with the General Circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Profit and Loss account and other documents of Austin Engineering Company (Formerly known as Accurate Engineering Inc.), the wholly owned subsidiary company, are not being attached with the Balance Sheet of the Company. The Company will make available the Annual Accounts of the said subsidiary company and its related detailed information to any member of the Company who may be interested in obtaining the same and also on Company''s website http:/www.aec.com.

The Annual Accounts of the subsidiary company will also be kept open for inspection at the registered office of the Company and the subsidiary company.

A statement as required in the prescribed form AOC-1 pursuant to section 129 (3) of the Companies Act, 2013 is given in the Annexure "E" and it forms the part of this report.

CONSOLIDATED FINANCIAL STATEMENTS:

In accordance with the provisions of Section 129 (3) of the Companies Act, 2013, read with Regulation 33 of SEBI Listing Regulation the Company has prepared Consolidated Financial statements of the Company and its wholly owned subsidiary Austin Engineering Company (Formerly known as Accurate Engineering Inc.) which forms part of this report

CORPORTAE GOVERNANCE:

As per Chapter IV of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, separate reports on Corporate Governance, Management Discussion and Analysis and a certificate from the Company''s Auditors form part of this Report. Your Company is committed to maintain the highest standards of Corporate Governance, reinforcing the valuable relationship between the Company and its Stakeholders.

TRANSFER OF UNPAID AND UNCLAIMED AMOUNTS TO IEPF:

Pursuant to the provisions of Section 125 of the Companies Act, 2013, the declared dividends which remained unpaid or unclaimed for a period of seven years, (FY 2014-15) were transferred by the Company to the Investor Education and Protection Fund (IEPF) established by the Central Government.

As per the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, notified by the Ministry of Corporate Affairs and subsequent amendment thereof, the Company has also transferred shares to IEPF Authority in respect of the dividend which had not been paid or claimed by shareholders for seven consecutive years or more.

The Company sent individual notices to the concerned shareholders, whose shares and dividend were liable to be transferred to IEPF Authority, to their latest available addresses. The Company displayed full details of such shareholders, dividend, and shares on its website at www.aec.com. The shareholders are requested to verify the details of the shares liable to be transferred as aforesaid.

The Company has not declared any dividend for FY 2016-17 and hence the question of transfer neither of unclaimed dividend nor of any security thereof during this financial year has been arised under rule 6(5) and rule 6(8) of IEPF Regulations.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

The provisions of the Section 135 read with Schedule VII of Companies Act, 2013 are not applicable to the Company and hence the Company has neither developed any CSR Policy and nor implemented any CSR activities during the year.

CREDIT RATING OF SECURITIES:

The Company''s Bankers do not require the bank facilities to be rated and hence the Company has not obtained credit rating for its various bank facilities:

MAINTENANCE OF COST RECORDS:

The provisions of sub-section (1) of Section 148 of the Companies Act, 2013 pertaining to the maintenance of cost records are applicable to the Company and accordingly such accounts and records are made and maintained and audited by the Company

PROHIBITION OF INSIDER TRADING:

In terms of the provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended (PIT Regulations), the Company has adopted the revised "Code of Conduct to Regulate, Monitor and Report Trading by Insiders" ("the Code"). The Code is applicable to all Directors, Designated persons and connected Persons and their immediate relatives, who have access to unpublished price sensitive information relating to the Company. The Company has also formulated a ''Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information (UPSI)'' in compliance with the PIT Regulations. The aforesaid Codes are posted on the Company''s website www.aec.com

DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has constituted an Internal Complaints Committee (ICC) in due compliance with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 to redress complaints received regarding sexual harassment.

Your directors state that during the year under review, no complaints relating to sexual harassment were received during the year nor any cases filed pursuant to the said Act.

INSURANCE:

The Company takes a very pragmatic approach towards insurance. Adequate cover has been taken for all movable and immovable assets for various types of risks.

DETAILS OF APPLICATIONS MADE OR PROCEEDINGS PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE 2016:

During the year under review, there were no application made or proceedings pending in the name of the Company under Insolvency and Bankruptcy Code 2016.

DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON VALUATION AND ONE TIME SETTLEMENT (OTS) WHILE AVAILING LOAN FROM BANK AND FINANCIAL INSTITUTION:

During the year under review, there were no one time settlement of loan taken from banks and financial institution.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

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

FRAUDS REPORTING:

There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee, Board, and /or Central Government under Section 143 (12) of the Companies Act, 2013 and Rules framed there under.

INDUSTRIAL RELATIONS :

The industrial relation with workmen and staff continued to be extremely cordial during the year under review.

ACKNOWLEDGMENT :

Your Directors wish to place on record their gratitude for the continued co-operation and patronage extended by their esteemed customers both in OEM and aftermarket segments. The Directors would also like to place on record their sincere appreciation for the continued cooperation, guidance, support, and assistance during the year under report by our Bankers, all the customers, suppliers of the Company including Government agencies. The Board of Directors also wishes to express its appreciation for the efforts and contribution made by the employees at all levels during the year under report.

By order of the Board of Director

Sd/-

Place : Patla, Junagadh Hiren N Vadgama

Date : 30^th May, 2024 Chairman & Executive Director

---

Mar 31, 2023

Your Directors have pleasure in submitting their 45^th Annual Report of the Company together with the Audited Statements of Accounts for the year ended 31^st March, 2023.

FINANCIAL RESULTS:

The Company’s financial performance for the year ended 31^st March, 2023 along with previous year figure is summarized as here under:

(Amt Rs in Lakhs)

Particulars	Year ended 31st March, 2023	Year ended 31st March, 2022
Gross profit before Interest Depreciation and Tax	594.62	290.76
Less: Interest and Depreciation	122.64	153.77
Profit / (Loss) before Tax	471.98	136.99
Provision for Taxation/ Deferred Tax (Assets) / Liabilities	69.46	(5.14)
Profit / (Loss) after Tax	402.52	142.13
Add: Other Comprehensive Income	(23.89)	19.59
Total Comprehensive Income / Loss	378.63	161.73

REVIEW OF BUSINESS OPERATION AND FUTURE PROSPECTS :

The sales (standalone) during the year were Rs. 10798.04 Lakhs as against Rs 8910.64 Lakhs in the previous year. The sales has thus increased by 21.18% as compared to the last year. The Company made an export worth of Rs 6296.68 during the current year as against Rs. 4279.69 in the previous year. Thus, the Company has increased sales by about 47.13% on export front. The Company made net profit of Rs. 402.52 Lakhs in the current year as against Rs 142.13 Lakhs in the previous year excluding other comprehensive income. Thus, the Company has fared well both on sales and profitability front. The management of the Company has taken several steps to control various overheads which has also added to the profitability of the Company.

DIVIDEND :

Your directors have considered it financially prudent in the long-term interest of the Company to reinvest the profits into the business of the Company to build a strong reserve base and grow the business of the Company. No dividend has therefore been recommended for the year ended on 31^st March, 2023.

FIXED DEPOSITS:

The Company has not accepted any fixed deposits from the public falling within the ambit of section 73 of the Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules, 2014.

SHARE CAPITAL:

The paid-up Equity Share Capital of the Company as on 31^st March, 2023 was Rs 3,47,78,000/- During the year under review, the Company has not issued any shares with differential voting rights nor granted any stock options or sweat equity.

DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Rajan R. Bambhania (DIN No.:00146211) and Mr. Hiren N Vadgama (DIN No.:00145992, Directors of the Company who retires by rotation at the ensuring Annual General Meeting of the Company and being eligible, offers herself for re-appointment. The Board recommends their appointment for your approval.

The Board places on record the appreciation for guidance and valuable services provided by Mrs. Anila S Thanki, Non-executive Woman Director of the Company during her tenure. She has resigned from the Board of Directors with effect from 02^nd November, 2023.

The Board placed the matter of the reappointment/ revision in remuneration paid/ payable to all the Whole time Directors to be effective from 01^st August, 2013, appointment of independent director, and appointment of cost auditor and the remuneration to be payable to be taken in the next meeting of the Board of Directors.

Ms. Hiral Shah has resigned as Company Secretary with effect from 30/09/2022 and Mr. Hemant Singh Jhala was appointed as Company Secretary with effect from 10/10/2022.

The following are the Key Managerial Personnel as defined under Section 2(51) of the Companies Act, 2013:

• Mr. Rajan R Bambhania (Chief Executive Officer)

• Mr. Siddik A Kotal (Chief Financial Officer)

• Ms. Hiral Shah (Company Secretary up to 30-09-2022)

• Mr. Hemant Singh Jhala (Company Secretary w.e.f. 10-10-2022)

BOARD PERFORMANCE EVALUATION:

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit, Nomination and Remuneration Committees.

A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Board’s functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance.

A separate exercise was carried out to evaluate the performance of individual of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgment safeguarding the interest of the Company and its minority shareholders etc. The performance evaluation of the Independent Directors was carried out by the entire Board.

The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors who also reviewed the performance of the Secretarial Department.

The Directors expressed their satisfaction with the evaluation process.

COMPOSITION OF VARIOUS COMMITTEES:

The details of various committees constituted by the Board as per the Regulation 18, 19 and 20 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 and Companies Act, 2013 are given in the Corporate Governance Report which forms part of this report. MEETINGS:

During the year Five Board Meetings, Five Audit Committee Meetings, One Nomination and Remuneration Committee Meeting, One Stakeholders Relationship Committee Meeting and One separate Meeting of Independent Directors were held. The details of the same are given in the Corporate Governance Report. The intervening gaps between the Board meetings were within the period prescribed under the Companies Act, 2013 in compliance to secretarial standards SS-1 issued by ICSI.

INDEPENDENT DIRECTORS AND DECLARATIONS:

The Independent Directors met on 29^th May, 2023 without the attendance of Non-Independent Directors and members of the management. The Independent Directors reviewed the performance of Non-Independent Directors and Board as a whole and assessed the quality, quantity, and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to perform their duties effectively and reasonably.

The Company has received necessary declarations from each Independent Director under Section 149 (7) of the Companies Act, 2013, that he/she meets the criteria of independence as laid down in Section 149 (6) of the Companies Act, 2013 and Regulation 16(1)(b) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

DIRECTOR DISQUALIFICATIONS AND DISCLOSURE:

None of the Directors of your Company is disqualified as per provisions of Section 164 (2) of the companies Act, 2013 for financial year ended on 31^st March, 2023. Your directors have made necessary disclosures, as required under Companies Act, 2013. The Company has obtained certificate dated 27^th April, 2023 from Shahs & Associates, a peer reviewed firm of Practicing Company Secretaries in that regard. The certificate for Non-Disqualification of directors for the financial year ended on 31^st March, 2023 is annexed herewith marked as Annexure “B” to this Report.

DIRECTORS RESPONSIBILITY STATEMENT:

To the best of the knowledge and belief and according to the information and explanation obtained, the Board hereby submits its responsibility Statement in accordance with the provisions of Section 134(5) of the Companies Act, 2013:

a) In the preparation of the Annual Accounts for the year ended on 31^st March, 2023, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable

and prudent so as to give a true and fair view of the state of affairs of the Company at 31^st March, 2023 and of the profit of the Company

for the year ended on 31st March, 2023;

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

d) The Directors had prepared the annual accounts on a going concern basis;

e) The Directors had laid down Internal Financial Controls (“IFC”) and that such Internal Financial Controls are adequate and were operating

effectively;

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

AUDITORS AND AUDITORS’ REPORT:

STATUTORY AUDITORS:

M/s. J C Ranpura & Co., Chartered Accountants, Rajkot, Gujarat (FRN 108647W) were appointed as Statutory Auditors of the Company for a period of Five (5) years from the conclusion of the 42^nd Annual General Meeting till conclusion of 47^th Annual general meeting

the member of the Company at their meeting held on Monday, 28^th September, 2020.

The Auditors have confirmed that their continuation as Auditor would be within the prescribed limit under section 141 of the Companies Act, 2013 read with Rule 4(1) of the Companies (Audit & Auditors) Rules, 2014 and that they are not disqualified for the appointment as Auditor.

SECRETARIAL AUDITOR:

The Board had appointed M/s SHAHS & ASSOCIATES, a peer reviewed firm of Practicing Company Secretaries, to conduct the Secretarial Audit for the financial year ended on 31^st March, 2023. The Secretarial Audit Report for the financial year ended on 31^st March, 2023 is annexed herewith marked as Annexure “A” to this Report.

The Board of Directors on the recommendations of the Audit Committee appointed M/s. SHAHS & ASSOCIATES, a peer reviewed firm of Practicing Company Secretaries, to conduct the Secretarial Audit of the Company for the financial year 2023-24.

There is no qualification, reservation or adverse remarks or disclaimer made by the Statutory Auditors and Secretarial Auditor in their report on the financial statement of the Company for the Financial Year ended on 31st March, 2023.

INTERNAL AUDITOR:

The Board of Directors on the recommendations of the Audit Committee appointed M/s. SUBHASH AKBARI & CO., Chartered Accountants, and Junagadh as Internal Auditors of the Company for the financial year 2023-24.

INTERNAL FINANCIAL CONTROLS:

The Company has a proper and adequate system of Internal Control commensurate with its size and the nature of its operations to ensure that all assets are safeguarded and protected against loss from un-authorized use or disposition and those transactions are authorized, recorded, and reported correctly.

DISCLOSURES:

AUDIT COMMITTEE:

Pursuant to Section 177 of the Companies Act, 2013 read with Rule 6 and 7 of the Companies (Meetings of the Board and its Powers) Rules, 2013, the Audit committee consists of the following directors:

Mr. B. R. Sureja [Chairman of committee]

Mr. J. B. Jagani [Member]

Mr. P. J Doshi [Member]

All the members of Audit Committee are independent directors.

WHISTLE BLOWER POLICY:

The Company has a WHISTLE BLOWER POLICY to deal with instances of unethical behaviour, actual or suspected fraud or violation of the company’s code of conduct, if any. The details of the whistle blower policy are explained in the Corporate Governance Report and also posted on the website of the Company.

DIRECTORS APPOINTMENT AND REMUNERATIONS POLICY:

The Company’s policy relating to appointment of directors, payment of managerial remuneration, directors’ qualifications, positive attributes, independence of directors and other related matters as provided under Section 178 (3) of the Companies Act, 2013 is furnished in Corporate Governance Report and the same is also posted on website of the Company.

RELATED PARTY TRANSACTIONS AND POLICY:

All transactions with related parties are placed before the Audit Committee for its approval. An omnibus approval from Audit Committee is obtained for the related party transactions which are repetitive in nature. Accordingly, the disclosure of related party transactions, as required under Section 134(3)(h) of the Act, in Form AOC - 2, is not applicable.

All related party transactions, entered into during the financial year under review, were on an arm’s length basis and were in the ordinary course of business. Your Company has not entered into any transactions with related parties which could be considered material in terms of Section 188 of the Act and SEBI Listing Regulations, as applicable till March 31,2023.

The policy on Related Party Transactions as approved by the Board is uploaded on the Company’s website at http;/www.aec.com.

RISK MANAGEMENT POLICY:

The Board of Directors is overall responsible for identifying, evaluating, and managing all significant risks faced by the Company. The Board approved Risk Management policy, which acts as an overarching statement of intent and establishes the guiding principles by which key risks are managed across the organization.

The Company follows well established and detailed risk assessment and minimization procedures, which are periodically reviewed by the top management. The Company has in place a business risk management framework for identifying risks and opportunities that may have a bearing on the organization’s objectives, assessing them in terms of likelihood and magnitude of impact and determining a response strategy.

In the opinion of the Board, none of the risks faced by the Company threaten its existence. The Company has also posted the policy in respect of transactions with “Related Parties” on its website.

In view of non-applicability of formation of Risk Management Committee, the Company has not formed the said committee.

MATERIAL CHANGES AND COMMITMENTS :

No material changes and commitments affecting the financial position of the Company has occurred between the end of financial year to which this financial statement relate and the date of this report .

ANNUAL RETURN WEB LINK:

Pursuant to Section 92(3) read with Section 134(3) (a) of the Companies Act, the Annual Return as on March 31, 2023 of the Company is available on Company’s website and can be accessed at http:/www.aec.com

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The particulars of Loans, guarantees or investments made under Section 186 and its applicability have been furnished in notes annexed to our financial statements.

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

The information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in Annexure “C” attached to this report and it forms the part of this report.

PARTICULARS OF EMPLOYEES AND REMUNERATIONS:

The information required pursuant to Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, is annexed to this Report as Annexure “D”, forming part of this Report.

As per Section 136 (1) of the Companies Act, 2013, the report and accounts are being sent to the shareholders of the Company, excluding the statement of particulars of employees under the said proviso. Any shareholder interested in obtaining a copy of the said statement may write to the Secretarial department at the Registered Office of the Company.

SUBSIDIARY COMPANY:

In accordance with the General Circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Profit and Loss account and other documents of Austin Engineering Company (Formerly known as Accurate Engineering Inc.), the wholly owned subsidiary company, are not being attached with the Balance Sheet of the Company. The Company will make available the Annual Accounts of the said subsidiary company and its related detailed information to any member of the Company who may be interested in obtaining the same and also on Company’s website http:/www.aec.com.

The Annual Accounts of the subsidiary company will also be kept open for inspection at the registered office of the Company and the subsidiary company.

A statement as required in the prescribed form AOC-1 pursuant to section 129 (3) of the Companies Act, 2013 is given in the Annexure “E” and it forms the part of this report.

CONSOLIDATED FINANCIAL STATEMENTS:

In accordance with the provisions of Section 129 (3) of the Companies Act, 2013, read with Regulation 33 of SEBI Listing Regulation the Company has prepared Consolidated Financial statements of the Company and its wholly owned subsidiary Austin Engineering Company (Formerly known as Accurate Engineering Inc.) which forms part of this report

CORPORTAE GOVERNANCE:

As per Chapter IV of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, separate reports on Corporate Governance, Management Discussion and Analysis and a certificate from the Company’s Auditors form part of this Report. Your Company is committed to maintain the highest standards of Corporate Governance, reinforcing the valuable relationship between the Company and its Stakeholders. TRANSFER OF UNPAID AND UNCLAIMED AMOUNTS TO IEPF:

Pursuant to the provisions of Section 125 of the Companies Act, 2013, the declared dividends which remained unpaid or unclaimed for a period of seven years, (FY 2014-15) were transferred by the Company to the Investor Education and Protection Fund (IEPF) established by the Central Government.

As per the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, notified by the Ministry of Corporate Affairs and subsequent amendment thereof, the Company has also transferred shares to IEPF Authority in respect of the dividend which had not been paid or claimed by shareholders for seven consecutive years or more.

The Company sent individual notices to the concerned shareholders, whose shares and dividend were liable to be transferred to IEPF Authority, to their latest available addresses. The Company displayed full details of such shareholders, dividend, and shares on its website at www.aec.com. The shareholders are requested to verify the details of the shares liable to be transferred as aforesaid.

DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has constituted an Internal Complaints Committee (ICC) in due compliance with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 to redress complaints received regarding sexual harassment.

Your directors state that during the year under review, no complaints relating to sexual harassment were received during the year nor any cases filed pursuant to the said Act.

INSURANCE:

The Company takes a very pragmatic approach towards insurance. Adequate cover has been taken for all movable and immovable assets for various types of risks.

DETAILS OF APPLICATIONS MADE OR PROCEEDINGS PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE 2016:

During the year under review, there were no application made or proceedings pending in the name of the Company under Insolvency and Bankruptcy Code 2016.

DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON VALUATION AND ONE TIME SETTLEMENT (OTS) WHILE AVAILING LOAN FROM BANK AND FINANCIAL INSTITUTION:

During the year under review, there were no one time settlement of loan taken from banks and financial institution.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

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

FRAUDS REPORTING:

There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee, Board, and /or Central Government under Section 143 (12) of the Companies Act, 2013 and Rules framed there under.

INDUSTRIAL RELATIONS :

The industrial relation with workmen and staff continued to be extremely cordial during the year under review.

ACKNOWLEDGMENT :

Your Directors wish to place on record their gratitude for the continued co-operation and patronage extended by their esteemed customers both in OEM and aftermarket segments. The Directors would also like to place on record their sincere appreciation for the continued cooperation, guidance, support, and assistance during the year under report by our Bankers, all the customers, suppliers of the Company including Government agencies. The Board of Directors also wishes to express its appreciation for the efforts and contribution made by the employees at all levels during the year under report.

By order of the Board of Director

Sd/-

Place : Patla, Junagadh Hiren N Vadgama

Date : 30^th May, 2023 Chairman & Executive Director

---

Mar 31, 2016

To the Members,

The Directors have pleasure in submitting their 38^th Annual Report of the Company together with the Audited Statements of Accounts for the year ended 31^st March, 2016.

FINANCIAL RESULTS :

The Company’s financial performance for the year ended March 31, 2016 along with previous year figure is summarized as here under: STAND ALONE (Rs. In Lacs)

	Year ended 31st March, 2016	Year ended 31st March, 2015
Gross profit before Interest Depreciation and Tax	85.42	668.55
Less: Interest and Depreciation	224.17	225.03
Profit / (Loss) before Tax	(138.75)	443.52
Less: Provision for Taxation	-	159.50
Deferred Tax Assets	(18.06)	(44.55)
Profit / (Loss) after Tax	(120.69)	328.57
Add: Balance brought forward from last year	3841.95	3641.48
Profit available for appropriations	3721.26	3970.05
Appropriations:	-
Adjustment Relating to fixed Asset	-	25.31
Proposed Dividend	-	52.17
Provision for Tax on Proposed Dividend	-	10.62
Transfer to General Reserve	-	40.00
Balance carried forwarded to next year	3721.26	3841.95

REVIEW OF BUSINESS OPERATION AND FUTURE PROSPECTS :

The performance of the Company during the year under review is not fair as compared to the last year. This was mainly due to the decline in sales on export front. The total sales during the year were Rs. 7003.95 Lacs as against Rs. 9829.87 Lacs in the previous year. The sales on export front during the year under review were Rs. 2117.58 Lacs as compared to Rs 4934.76 Lacs in the previous year and thus thereby overall decline in the total sales. The sales on domestic front however increased marginally.

The Company has incurred net loss of Rs. 120.69 Lacs during the period under review as against the net profit of Rs. 328.58 Lacs in the last year. This was mainly due to the decline in export sale. The Company has also earned revenue to the tune of Rs. 95.08 Lacs as against Rs. 79.11 Lacs in the last year from the Wind Mill Project.

The Company continued to launch a number of new and higher value added products and undertook various cost effective measures to strengthen the Company’s competitiveness and profitability in the future.

DIVIDEND :

In view of inadequacy of profit, your Directors regrets to recommend any dividend for financial year ended 31^st March, 2016.

FIXED DEPOSITS :

The Company has not accepted any fixed deposits from the public falling within the ambit of Section 73 of the Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules, 2014. There are no unclaimed deposits as on March 31, 2016.

SHARE CAPITAL :

The paid up Equity Share Capital of the Company as on March 31, 2016 was Rs 34778000/- During the year under review, the Company has not issued any shares with differential voting rights nor granted stock options nor sweat equity. Directors’ shareholding in the Company, as on March 31, 2016, is given in Extract of Annual Return.

DIRECTORS AND KEY MANAGERIAL PERSONNEL :

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. J. R. Bhogayta, a Director retires by rotation at the forthcoming Annual General Meeting of the Company and being eligible, offers himself for re-appointment. The Board recommends his appointment for your approval.

The following are the Key Managerial Personnel as defined under Section 2(51) of the Companies Act, 2013:

- Mr. Narottam C Vadgama (Chairman and Executive Director)

- Mr. Rajan R Bambhania (Re-designated as MD and appointed as CEO w.e.f 8^th June, 2016 )

- Mr. Jeshanker R Bhogayta (Executive Director)

- Mr. Siddik A Kotal (Chief Financial Officer)

- Ms. Nidhi D Parikh (Company Secretary)

NOTING OF CONDOLENCE AND APPRECIATION OF SERVICES :

The Board of Directors of the Company expresses their deep sense of condolences on untimely and sad demise of Mr. Shashikant M Thanki, the Managing Director of the Company. May his soul rest in heaven and pray to almighty to give courage to his family to bear such unbearable loss. The Board places on record its appreciation of guidance and valuable services provided by Mr. Shashikant M Thanki, during his long tenure as Managing Director of the Company.

The Board also places on record the appreciation of valuable services rendered by Ms. Arati Goswami during her tenure as director of the Company. She has resigned from the Board with effect from 8^th June, 2016.

BOARD EVALUATION :

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 of SEBI (LODR) 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. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report

COMPOSITION OF VARIOUS COMMITTEES :

Details of various committees constituted by the Board as per the provisions of erstwhile Clause 49 of the Listing Agreement and SEBI (LODR) Regulations, 2015 and Companies Act, 2013 are given in the Corporate Governance Report which forms part of this report.

MEETINGS :

During the year Six Board Meetings, Four Audit Committee Meetings, One Nomination and Remuneration Committee Meeting, One Stakeholders Relationship Committee Meeting, One Risk Management Committee Meeting and One separate Meeting of Independent Directors were held. The details of the same are given in the Corporate Governance Report. The intervening gaps between the Board meetings were within the period prescribed under the Companies Act, 2013.

INDEPENDENT DIRECTORS :

The Independent Directors met on 20^th April, 2015 without the attendance of Non-Independent Directors and members of the management. The Independent Directors reviewed the performance of Non-Independent Directors and Board as a whole and assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

The Company has received necessary declarations from each Independent Director under Section 149(7) of the Companies Act, 2013, that he/ she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 16(1 )(b) of SEBI (LODR) Regulations, 2015.

DIRECTOR DISCLOSURE :

None of the Directors of your Company is disqualified as per provisions of Section 164(2) of the companies Act, 2013. Your Directors have made necessary disclosures, as required under Companies Act, 2013.

DIRECTORS RESPONSIBILITY STATEMENT :

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submits its responsibility Statement as enumerated here under:

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

- 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 and loss of the Company for that period;

- 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;

- The directors have prepared the annual accounts on a going concern basis; and

- The directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

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

AUDITORS AND AUDITORS’ REPORT :

STATUTORY AUDITORS :

M/s. Dhirubhai Dand & Co., Chartered Accountants, Statutory Auditors were appointed for a period of three years at the Annual General Meeting held on 9^th September, 2014 subject to ratification of their appointment at every year.

The Company has received a letter from them to the effect that their appointment, if made, would be within the prescribed limit under section 141 of the Companies Act, 2013 read with Rule 4(1) of the Companies (Audit & Auditors) Rules, 2014 and that they are not disqualified for reappointment. You are requested to ratify their appointment pursuant to the provisions of Section 139 of the Companies Act, 2013.

SECRETARIAL AUDITOR :

The Board has appointed Mr. K J SHAH of K J Shah & Company, Practicing Company Secretary, to conduct the Secretarial Audit for the financial year 2015-16. The Secretarial Audit Report for the financial year ended March 31, 2016 is annexed herewith marked as Annexure “B “to this Report. INTERNAL FINANCIAL CONTROLS :

The Company has a proper and adequate system of Internal Control commensurate with its size and the nature of its operations to ensure that all assets are safeguarded and protected against loss from un-authorized use or disposition and those transactions are authorized, recorded and reported correctly

The Board of Directors at the recommendations of the Audit Committee appointed M/s G K MODI & COMPANY, Chartered Accountants, Ahmedabad as Internal Auditors of the Company for the Financial Year 2015-16.

Internal Auditors monitors and evaluates the efficacy and adequacy of Internal Control System in the Company, its compliance with operating systems, accounting procedures, policies.

The Company has adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation was observed

DISCLOSURES :

AUDIT COMMITTEE :

Pursuant to Section 177 of the Companies Act, 2013 read with Rule 6 and 7 of the Companies (Meetings of the Board and its Powers) Rules, 2013, the Audit committee consists of the following directors:

Mr. B. D. Joshi, [Chairman of committee]

Mr. K. J. Mehta, [Member of committee]

Mr. D. B. Nakum, [Member of committee]

All the members of Audit Committee are independent directors.

WHISTLE BLOWER POLICY :

The Company has a WHISTLE BLOWER POLICY to deal with instances of unethical behaviour, actual or suspected fraud or violation of the company’s code of conduct, if any. The details of the whistle blower policy is explained in the Corporate Governance Report and also posted on the website of the Company.

DIRECTORS APPOINTMENT AND REMUNERATIONS POLICY :

The Company’s policy relating to appointment of directors, payment of managerial remuneration, directors’ qualifications, positive attributes, independence of directors and other related matters as provided under Section 178(3) of the Companies Act, 2013 is furnished in Corporate Governance Report and the same is also posted on website.

RELATED PARTY TRANSACTIONS :

All contracts or arrangements with related parties, entered during the financial year were at arm’s length basis and in the ordinary course of the Company’s business. All related party transactions were placed before the Audit Committee and also the Board for their approval. The Company had also taken members’ approval at its Annual General Meeting held on 9^th September, 2014 and 22^nd September, 2015 for entering into the transactions with “Related parties”. No material contract or arrangement with related parties was entered into during the year under review. Therefore, there is no requirement to report any transaction in Form No. AOC-2 in terms of Section 134 of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014. The policy on Related Party Transactions as approved by the Board is uploaded on the Company’s website at www.aec.com.

RISK MANAGEMENT POLICY :

The Board of Directors is overall responsible for identifying, evaluating and managing all significant risks faced by the Company. The Board approved Risk Management policy, which acts as an overarching statement of intent and establishes the guiding principles by which key risks are managed across the organization.

The Company follows well established and detailed risk assessment and minimization procedures, which are periodically reviewed by the top management. The Company has in place a business risk management framework for identifying risks and opportunities that may have a bearing on the organization’s objectives, assessing them in terms of likelihood and magnitude of impact and determining a response strategy. In the opinion of the Board, none of the risks faced by the Company threaten its existence. The Company has also posted the policy in respect of transactions with “Related Parties” on its website.

In view of non-applicability of Risk Management Committee to our Company, the Board decided to dissolve the same.

MATERIAL CHANGES AND COMMITMENTS :

No material changes and commitments affecting the financial position of the Company occurred between the end of financial year to which this financial statement relate and the date of this report.

ANNUAL RETURN :

The Extract of Annual Return pursuant to the provisions of Section 92 (3) of the Companies Act, 2013 read with Rule 12 (1) of the Company (Management and Administration) Rules, 2014 is furnished in Annexure “A” “ in form MGT-9 as per Companies Act, 2013 and it forms the part of this report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS :

The particulars of Loans, guarantees or investments made under Section 186 and its applicability have been furnished in notes annexed to our financial statements.

QUALIFICATIONS AND RESERVATIONS ON AUDIT REPORT :

The Auditor’s Report and Secretarial Auditor’s Report are self explanatory and therefore do not require further comments and explanations. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO :

The information pertaining to conservation of energy, technology absorption, Foreign exchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in Annexure “C” attached to this report and it forms the part of this report.

PARTICULARS OF EMPLOYEES AND REMUNERATIONS :

The information required pursuant to Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, is annexed to this Report as Annexure “D”, forming part of this Report. As per Section 136(1) of the Companies Act, 2013, the report and accounts are being sent to the shareholders of the Company, excluding the statement of particulars of employees under the said proviso. Any shareholder interested in obtaining a copy of the said statement may write to the Secretarial department at the Registered Office of the Company.

SUBSIDIARY COMPANY :

In accordance with the General Circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Profit and Loss account and other documents of M/s Accurate Engineering Inc., the subsidiary company, are not being attached with the Balance Sheet of the Company. The Company will make available the Annual Accounts of the said subsidiary company and its related detailed information to any member of the Company who may be interested in obtaining the same and also on Company’s website.

The Annual Accounts of the subsidiary company will also be kept open for inspection at the registered office of the Company and the subsidiary company. A statement as required in the prescribed form AOC-1 pursuant to section 129(3) of the Companies Act, 2013 is given in the Annexure “E” and it forms the part of this report.

CONSOLIDATED FINANCIAL STATEMENTS :

In accordance with the Accounting Standard AS-21, the audited consolidated financial statements are annexed to this Annual Report. CORPORTAE GOVERNANCE :

As per Chapter IV of SEBI (LODR) Regulations, 2015, separate reports on Corporate Governance, Management Discussion & Analysis and a certificate from the Company’s Auditors form part of this Report. Your Company is committed to maintain the highest standards of Corporate Governance, reinforcing the valuable relationship between the Company and its Stakeholders.

INSURANCE :

The Company takes a very pragmatic approach towards insurance. Adequate cover has been taken for all movable and immovable assets for various types of risks.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS :

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

FRAUDS REPORTING :

There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee, Board and /or Central Government under Section 143(12) of the Companies Act, 2013 and Rules framed there under.

INDUSTRIAL RELATIONS :

The industrial relation with workmen and staff continued to be extremely cordial during the year under review.

ACKNOWLEDGMENT :

Your Directors wish to place on record their gratitude for the continued co-operation and patronage extended by their esteemed customers both in OEM and aftermarket segments. The Directors would also like to place on record their sincere appreciation for the continued co-operation, guidance, support and assistance during the year under report by our Bankers, all the customers, suppliers of the Company including Government agencies. The Board of Directors also wishes to express its appreciation for the efforts and contribution made by the employees at all levels during the year under report.

By Order of the Board of Directors

SD/-

Place : Patla, Junagadh N C Vadgama

Date : 30^th May, 2016 Chairman

---

Mar 31, 2015

Dear Members,

The Directors have pleasure in submitting their 37th Annual Report of the company together with the Audited Statements of Accounts for the year ended 31st March, 2015.

FINANCIAL RESULTS

The Company's financial performance for the year ended March 31,2015 under review along with previous year figure is summarized as here under:

STAND ALONE (Rs. In Lacs)

Year ended Year ended 31st March, 31st March, 2015 2014

Gross profit before 668.55 689.10 Interest Depreciation and Tax

Less: Interest and 225.03 287.82 Depreciation

Profit before Tax 443.52 401.28

Less: Provision for 159.50 142.40 Taxation

Deferred Tax Assets (44.55) (48.37)

Profit after Tax 328.57 307.25

Add: Balance brought 3641.48 3435.25 forward from last year

Profit available for 3970.05 3742.50 appropriations

Appropriations:

Adjustment Relating to 25.31 0.00 fixed Asset

Proposed Dividend 52.17 52.17

Provision for Tax on 10.62 8.86 Proposed Dividend

Transfer to General 40.00 40.00 Reserve

Balance carried forwarded 3841.95 3641.47 to next year

REVIEW OF BUSINESS OPERATION AND FUTURE PROSPECTS :

The performance of the Company during the year under review remains satisfactory looking to the economic situation as a whole. The sales of the Company have increased both in domestic and export segment. The sales during the year were Rs.9828.85 Lacs as against Rs. 8836.50 Lacs in the previous year. The sales thus registered an increase of 11.23% as compared to the last year.

The net profit of the Company has increased to Rs. 328.58 Lacs as against Rs. 307.26 Lacs in the last year registering an increase of increment of 6.94%. This was mainly attributed due to increase in sales coupled with stringent measures adopted by the management towards cost control. The Company has also earned revenue to the tune of Rs. 79.11 Lacs as against Rs. 82.35 Lacs in the last year from the Wind Mill Project.

The Company continued to launch a number of new and higher value added products and undertook various cost effective measures to strengthen the Company's competitiveness and profitability in the future.

DIVIDEND :

Your Directors are pleased to recommend for your approval a dividend of Rs. 1.50 (Tax Free) per Equity share of the Company in respect of the financial year ended on 31st March, 2015. (Previous Year Rs. 1.50). The said dividend shall be payable to those members whose names appear on the register of member of the Company on record date.

FIXED DEPOSITS :

The Company has neither accepted nor renewed any deposits during the year under review.

DIRECTORS RESPONSIBILITY STATEMENT :

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submits its responsibility Statement as enumerated here under:

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

* 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 and loss of the Company for that period;

* 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;

* The directors have prepared the annual accounts on a going concern basis; and

* The directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

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

DIRECTORS AND KEY MANGERIAL PERSONNEL :

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Shashikant M Thanki and Mr. Narottam C Vadgama Directors, retire by rotation at the ensuring Annual General Meeting and being eligible offers themselves for re- appointment.

In compliance of the requirements of Section 149(1) of the Companies Act, 2013 read with clause 49 of the Listing Agreement, Ms. Arati Goswami who was appointed as an additional Non Executive Woman Director on the Board of the Company with effect from 30th March, 2015, vacates the office as Director at this Annual General Meeting. The Company has received notice under Section 160 of the "act" from a member proposing her candidature for the office of Director of the Company liable to retire by rotation.

The following are the Key Managerial Personnel as defined under Section 2(51) of the Companies Act, 2013:

* Mr. Narottam C Vadgama (Chairman and Executive Director)

* Mr. Shashikant M Thanki (Managing Director)

* Mr. Rajan R Bambhania (Joint Managing Director)

* Mr. Jeshanker R Bhogayta (Executive Director)

* Mr. Siddik A Kotal (Chief Financial Officer)

* Ms. Zalak M Talreja (Company Secretary)

AUDITORS AND AUDITORS' REPORT :

STATUTORY AUDITORS :

M/s. Dhirubhai Dand & Co., Chartered Accountants, the auditors of the Company retires at the conclusion of this Annual General Meeting and being eligible, offered themselves for re-appointment.

The Company has received a letter from them to the effect that their reappointment, if made, would be within prescribed limit under Section 141 of the Companies Act, 2013 read with Rule 4(1) of the Companies (Audit & Auditors) Rules, 2014 and that they are not disqualified for reappointment.

SECRETARIAL AUDITOR :

The Board has appointed Mr. K.J.SHAH of K J Shah & Company, Practicing Company Secretary, to conduct the Secretarial Audit for the financial year 2014-15. The Secretarial Audit Report for the financial year ended March 31, 2015 is annexed herewith marked as Annexure "C "to this Report.

INTERNAL FINANCIAL CONTROLS :

The Company has adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation was observed

DISCLOSURES :

* AUDIT COMMITTEE :

The provisions of Section 177 of the Companies Act, 2013 read with Rule 6 and 7 of the Companies (Meetings of the Board and its Powers) Rules, 2013 is applicable to the Company.

The Audit committee consists of the following directors viz:

Mr. B. D. Joshi, [Chairman of committee]

Mr. K. J. Mehta, [Member of committee]

Mr. D. B. Nakum, [Member of committee]

All the members of Audit Committee are independent directors.

* WHISTLE BLOWER POLICY :

The Company has a WHISTLE BLOWER POLICY to deal with instances of unethical behaviour, actual or suspected fraud or violation of the company's code of conduct, if any. The details of the whistle blower policy is explained in the Corporate Governance Report and also posted on the website of the Company.

* DIRECTORS APPOINTMENT AND REMUNERATIONS POLICY :

The Company's policy relating to appointment of directors, payment of managerial remuneration, directors' qualifications, positive attributes, independence of directors and other related matters as provided under Section 178(3) of the Companies Act, 2013 is furnished in Corporate Governance Report and the same is also posted on website.

* RELATED PARTIES TRANSACTIONS POLICY :

All transactions entered into by the Company with "Related parties" during the period under review were in the ordinary course of business at prevailing market rate. The particulars of contracts or arrangements made with related parties pursuant to Section 188 of the Companies Act, 2013 is furnished vide Annexure "A" in form AOC-2 as per Companies Act, 2013 and it forms the part of this report. The Company has also posted the policy in respect of transactions with "Related Parties" on its website.

All related party transactions were placed before the Audit Committee and also the Board for approval. The Company had also taken members' approval at its Annual General Meeting held on 9th September, 2014 for entering into the transactions with "Related parties" for the period of three years i.e. from 01/04/2014 to 31/03/2017.

RISK MANAGEMENT POLICY :

The Board of Directors is overall responsible for identifying, evaluating and managing all significant risks faced by the Company. The Board approved Risk Management policy, which acts as an overarching statement of intent and establishes the guiding principles by which key risks are managed across the organization.

The Board monitors and reviews the implementation of various aspects of the Risk Management policy through a duly constituted Risk Management Committee. The Risk Management Committee assists the Board in its oversight of the Company's management of key risks, including strategic and operational risks, as well as the guidelines, policies and processes for monitoring and mitigating such risks under the aegis of the overall business risk management framework.

The Company follows well established and detailed risk assessment and minimization procedures, which are periodically reviewed by the Board. The Company has in place a business risk management framework for identifying risks and opportunities that may have a bearing on the organization's objectives, assessing them in terms of likelihood and magnitude of impact and determining a response strategy. In the opinion of the Board, none of the risks faced by the Company threaten its existence. The Company has also posted the policy in respect of transactions with "Related Parties" on its website.

* MATERIAL CHANGES AND COMMITMENTS :

No material changes and commitments affecting the financial position of the Company occurred between the end of financial year to which this financial statement relate and the date of this report.

DECLARATION OF INDEPENDENT DIRECTORS :

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of "Independence" as prescribed under the Companies Act, 2013 read with clause 49 of the Listing Agreement. The Company has devised a policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors which include criteria for performance evaluation of the non- executive directors and executive directors. The said details have been shown in corporate governance Report.

ANNUAL RETURN:

The Extract of Annual Return pursuant to the provisions of Section 92 (3) of the Companies Act, 2013 read with Rule 12 (1) of the Company (Management and Administration) Rules, 2014 is furnished in Annexure "B" " in form MGT-9 as per Companies Act, 2013 and it forms the part of this report.

BOARD MEETINGS :

The Board of Directors duly met 6 (Six) times respectively on 27th May, 2014 (2 Times), 23rd July 2014, 18th October, 2014, 21st January, 2015 and 30th March, 2015 in respect of which meetings proper notices were given and the proceedings were properly recorded and signed.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS :

The particulars of Loans, guarantees or investments made under Section 186 and its applicability have been furnished in notes annexed to our financial statements.

QUALIFICATIONS AND RESERVATIONS ON AUDIT REPORT :

The Auditor's Report and Secretarial Auditor's Report are self explanatory and therefore do not require further comments and explanations.

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

The information pertaining to conservation of energy, technology absorption, Foreign exchange

Earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in Annexure "D" attached to this report and it forms the part of this report.

PARTICULARS OF EMPLOYEES :

The particulars of employees as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in the Annexure "E" appended hereto and it forms part of this Report. As per Section 136(1) of the Companies Act, 2013, the report and accounts are being sent to the shareholders of the Company, excluding the statement of particulars of employees under the said proviso. Any shareholder interested in obtaining a copy of the said statement may write to the Secretarial department at the Registered Office of the Company.

SUBSIDIARY COMPANY :

In accordance with the General Circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Profit and Loss account and other documents of M/s Accurate Engineering Inc., the subsidiary company, are not being attached with the Balance Sheet of the Company. The Company will make available the Annual Accounts of the said subsidiary company and its related detailed information to any member of the Company who may be interested in obtaining the same and also on Company's website.

The Annual Accounts of the subsidiary company will also be kept open for inspection at the registered office of the Company and the subsidiary company.

A statement as required in the prescribed form AOC-1 pursuant to section 129(3) of the Companies Act, 2013 is given in the Annexure "F" and it forms the part of this report.

CONSOLIDATED FINANCIAL STATEMENTS :

In accordance with the Accounting Standard (AS)-21, the audited consolidated financial statements are annexed to this Annual Report.

CORPORATE GOVERNANCE REPORT :

The Company has recognized the highest standards of Corporate Governance and adheres strictly to the said requirements as set out by SEBI. The Report on Corporate Governance and a Certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is annexed to this report. The Company has also implemented several best corporate governance practices as prevalent globally. The report on Corporate Governance as stipulated under the Listing Agreement forms an integral part of this Report.

MANAGEMENT DISCUSSION AND ANALYSIS STATEMENT :

Management's Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement is presented in separate section forming part of the Annual Report.

INDUSTRIAL RELATIONS :

The industrial relation with workmen and staff continued to be extremely cordial during the year under review.

ACKNOWLEDGMENT :

Your Directors wish to place on record their gratitude for the continued co-operation and patronage extended by their esteemed customers both in OEM and after market segments. The Directors would also like to place on record their sincere appreciation for the continued co-operation, guidance, support and assistance during the year under report by our Bankers, all the customers, suppliers of the Company including Government agencies. The Board of Directors also wishes to express its appreciation for the efforts and contribution made by the employees at all levels during the year under report.

order of the Board of Directors



Sd/- Place : Patla, Dist. Junagadh N C Vadgama Date : 28th May, 2015 Chairman

---

Mar 31, 2014

Dear Members,

The Directors are pleased to present the 36th Annual Report together with the Audited accounts for the year ended 31st March, 2014.

FINANCIAL RESULTS

The Company''s financial performance for the year ended March 31, 2014 is summarised below:

(Rs. In Lacs)

Year ended Year ended 31st March, 2014 31st March, 2013

Gross profit before Interest Depreciation and Tax 689.10 704.14

Less: Interest and Depreciation 287.82 328.01

Profit before Tax 401.28 376.13

Less: Provision for Taxation 142.40 121.45

Deferred Tax Assets (48.37) (15.59)

Profit after Tax 307.25 270.27

Add: Balance brought forward from last year 3435.25 3266.01

Profit available for appropriations 3742.50 3536.28

Appropriations:

* Proposed Dividend 52.17 52.17

Provision for Tax on Proposed Dividend 8.86 08.86

Transfer to General Reserve 40.00 40.00

Balance carried forwarded to next year 3641.47 3435.25

OPERATING RESULTS :

The performance of the Company during the year under review remains satisfactory looking to the economic situation as a whole. The sales of the Company have increased both in domestic and export segment. The sales during the year were Rs.8837 Lacs as against Rs. 8727 Lacs in the previous year. The sales thus registered a negligible increase of 1.26% as compared to the last year.

The net profit of the Company has increased to Rs. 307.26 Lacs as against Rs. 270.28 Lacs in the last year registering an increase of increment of 13.68%. This was mainly attributed due to reduction in cost as compared to the negligible increase in the turnover of the Company. The Company has also earned revenue to the tune of 82.35 Lacs as against 77.44 Lacs in the last year from the Wind Mill Project.

The Company continued to launch a number of new and higher value added products and undertook cost effective measures to strengthen the Company''s competitiveness and profitability in the future.

DIVIDEND :

The Directors are pleased to recommend for your approval a dividend of Rs. 1.50 (Tax Free) per Equity share of the Company in respect of the financial year ended on 31st March, 2014. (Previous Year Rs. 1.50) The said dividend shall be payable to those members whose names appear on the Register of member of the Company on record date.

FIXED DEPOSITS :

There is no deposit outstanding/unpaid as at 31st March, 2014.

DIRECTORS :

Mr. B. D. Joshi and Mr. R. R. Bambhania, Directors, retire by rotation at the ensuring Annual General Meeting and being eligible offers themselves for re- appointment

DIRECTORS'' RESPONSIBILITY STATEMENT :

Pursuant to Section 217(2AA) of the Companies (Amendment) Act, 2000, the Directors confirm that:

a) In the preparation of the annual accounts, the applicable accounting standards have been followed.

b) Appropriate accounting policies have been selected and applied prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2014 and of the profit of the company for the year under review.

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

d) The annual accounts have been prepared on a going concern basis.

AUDITORS :

M/s. Dhirubhai Dand & Co., Chartered Accountants, the auditors of the Company retires at the conclusion of the ensuing Annual General Meeting. They are eligible for re-appointment and have furnished the certificate to the effect that their appointment, if made, will be in accordance with the limits specified under Section 141 (3)(g) of the Companies Act, 2013 and they are not disqualified for reappointment.

COST AUDIT :

Mr. Kiran J Mehta, Ahmedabad, Cost Accountant has been appointed as cost Auditor of the Company vide Board resolution dated 27th May, 2014 for the financial year 31st March, 2014. Necessary application was also being submitted to the Ministry of Corporate Affairs for his appointment as Cost Auditor for the said financial year.

COMPLIANCE CERTIFICATE :

The Company has obtained compliance certificate from M/s. K. J. SHAH & COMPANY, Company Secretaries, Ahmedabad, under section 383 (A) of the Companies Act, 1956 and a copy of such certificate is annexed to this report.

PARTICULARS OF EMPLOYEES :

The particulars of employees as required under section 217(2-A) of the Companies Act,1956, read with the Companies (Particulars of Employees) Rules 1975 is given in the annexure appended hereto and forms part of this Report. As per the provisions of Section 219 (1) (b) (iv) of the Companies Act, 1956, the report and accounts are being sent to the shareholders of the company, excluding the statement of particulars of employees under Section 217(2A) of the Act. Any share holder interested in obtaining a copy of the said statement may write to the Secretarial department at the Registered Office of the Company

SUBSIDIARY COMPANY :

In accordance with the General Circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Profit and Loss account and other documents of M/s Accurate Engineering Inc., the subsidiary company, are not being attached with the Balance Sheet of the Company. The Company will make available the Annual Accounts of the said subsidiary company and its related detailed information to any member of the Company who may be interested in obtaining the same and also on Company''s website.

The Annual Accounts of the subsidiary company will also be kept open for inspection at the registered office of the Company and the subsidiary company.

A statement as required under Section 212 of the Companies Act, 1956 is annexed to this report.

CONSOLIDATED FINANCIAL STATEMENTS :

In accordance with the Accounting Standard (AS)-21, the audited consolidated financial statements are annexed to this Annual Report.

AUDIT COMMITTEE :

The Audit committee consists of the following directors viz:

1. Mr. B. D. Joshi, Chairman of committee

2. Mr. K. J. Mehta, Member of committee

3. Mr. D. B. Nakum, Member of committee

All the members of Audit Committee are independent directors.

CORPORATE GOVERNANCE REPORT :

The Company has recognized the highest standards of Corporate Governance and adheres strictly to the said requirements as set out by SEBI. The Report on Corporate Governance and a Certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is annexed to this report.

MANAGEMENT DISCUSSION AND ANALYSIS STATEMENT :

Management''s Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement is presented in separate section forming part of the Annual Report.

INDUSTRIAL RELATIONS :

The industrial relation with workmen and staff continued to be extremely cordial during the year under review.

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

The particulars as prescribed under section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the report of Board of Directors) Rules 1988 are set out in an Annexure to this Report.

ACKNOWLEDGMENT :

The Directors wish to place on record their gratitude for the continued co-operation and patronage extended by their esteemed customers both in OEM and after market segments. The Directors would also like to place on record their sincere appreciation for the continued co-operation, guidance, support and assistance during the year under report by our Bankers, all the customers, suppliers of the Company including Government agencies. The Board of Directors also wishes to express its appreciation for the efforts and contribution made by the employees at all levels during the year under report.

By order of the Board of Directors Sd/-

Place : Patla, Dist. Junagadh N C Vadgama Date : 27th May, 2014 Chairman

---

Mar 31, 2013

To the Members,

The Directors have pleasure in presenting the 35th Annual Report together with the Audited accounts for the year ended 31st March, 2013.

FINANCIAL RESULTS (Rs. In Lacs) Year ended Year ended 31st March, 2013 31st March, 2012

Gross profit before Interest Depreciation and Tax 704.14 1227.25

Less: Interest and Depreciation 328.01 309.70

Profit before Tax 376.13 917.55

Less: Provision for Taxation 121.45 300.00

Deferred Tax Assets (15.59) (19.21)

Profit after Tax 270.27 636.76

Add: Balance brought forward from last year 3266.01 2830.30

Profit available for appropriations 3536.28 3467.06

Appropriations:

- Proposed Dividend 52.17 86.95

- Provision for Tax on Proposed Dividend 8.86 14.10

- Transfer to General Reserve 40.00 100.00

Balance carried forwarded to next year 3435.25 3266.01

OPERATING RESULTS :

The performance of the company during the year remains fair looking to the economic situation as a whole. The sales of the Company have decreased both in domestic and export segment. The sales during the year were Rs. 8727 Lacs as against Rs. 10214 Lacs in the previous year. The sales thus registered a decrease of 14.56% as compared to the last year.

The net profit of the Company has also decreased to Rs. 270 Lacs as against Rs. 637 Lacs in the last year registering diminution of 57.61% as compared to the last year. This was mainly due to decline in the turnover of the Company. The Company has also earned revenue to the tune of 77 Lacs as against 72 Lacs in the last year from the Wind Mill Project.

The Company continued to launch a number of new and higher value added products and undertook cost effective measures to strengthen the Company''s competitiveness and profitability in the future.

DIVIDEND :

The Directors are pleased to recommend for your approval a dividend of Rs. 1.50 (Tax Free) per Equity share of the Company in respect of the financial year ended on 31st March, 2013. (Previous Year Rs. 2.50) The said dividend shall be payable to those members whose names appear on the Register of member of the company on record date.

FIXED DEPOSITS :

There is no deposit outstanding/unpaid as at 31st March, 2013.

DIRECTORS :

Mr. Bhavesh R. Sureja and Mr. Krishnakant J. Mehta, Directors, retire by rotation at the ensuring Annual General Meeting and being eligible offers themselves for re- appointment.

DIRECTORS'' RESPONSIBILITY STATEMENT :

Pursuant to Section 217(2AA) of the Companies (Amendment) Act, 2000 Directors confirm that:

a) In the preparation of the annual accounts, the applicable accounting standards have been followed.

b) Appropriate accounting policies have been selected and applied prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2013 and of the profit of the company for the year under review.

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

d) The annual accounts have been prepared on a going concern basis.

AUDITORS :

M/s. Dhirubhai Dand & Co., Chartered Accountants, the auditors of the Company retires at the conclusion of the ensuing Annual General Meeting. They are eligible for re-appointment and have furnished the certificate to the effect that their appointment, if made, will be in accordance with the limits specified under Section 224(B) of the Companies Act, 1956.

COST AUDIT :

As per the Government directives, the company''s cost record in respect of Bearings for the financial year ended on 31st March, 2012 were being audited by Ms. Ila Patel, Cost Auditor who were appointed by the Board pursuant to the provisions of section 233B of the Companies Act, 1956 with necessary approval from the Central Government.

Mr. Kiran J Mehta, Ahmedabad, Cost Accountant has been appointed as cost Auditor of the Company vide Board resolution dated 25th July 2012 for the financial year 31st March, 2013. Necessary application is also being submitted to the Ministry of Corporate Affairs for his appointment as Cost Auditor for the said financial year.

COMPLIANCE CERTIFICATE :

The Company has obtained compliance certificate from M/s. K. J. SHAH & COMPANY, Company Secretaries, Ahmedabad, under section 383 (A) of the Companies Act, 1956 and a copy of such certificate is annexed to this report.

PARTICULARS OF EMPLOYEES :

The particulars of employees as required under section 217(2-A) of the Companies Act,1956, read with the Companies (Particulars of Employees) Rules 1975 is given in the annexure appended hereto and forms part of this Report. As per the provisions of Section 219 (1) (b) (iv) of the Companies Act, 1956, the report and accounts are being sent to the shareholders of the company, excluding the statement of particulars of employees under Section 217(2A) of the Act. Any share holder interested in obtaining a copy of the said statement may write to the Secretarial department at the Registered Office of the Company

SUBSIDIARY COMPANY :

In accordance with the General Circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Profit and Loss account and other documents of M/s Accurate Engineering Inc., the subsidiary company, are not being attached with the Balance Sheet of the Company. The Company will make available the Annual Accounts of the said subsidiary company and its related detailed information to any member of the Company who may be interested in obtaining the same and also on Company''s website.

The Annual Accounts of the subsidiary company will also be kept open for inspection at the registered office of the Company.

A statement as required under Section 212 of the Companies Act, 1956 is annexed to this report.

CONSOLIDATED FINANCIAL STATEMENTS :

In accordance with the Accounting Standard (AS)-21, the audited consolidated financial statements are annexed to this Annual Report.

AUDIT COMMITTEE :

The Audit committee consists of the following directors viz:

1. Mr. B. D. Joshi, Chairman of committee

2. Mr. K. J. Mehta, Member of committee

3. Mr. D. B. Nakum, Member of committee

All the members of Audit Committee are independent directors.

CORPORATE GOVERNANCE REPORT :

The Company has recognized the highest standards of Corporate Governance and adheres strictly to the said requirements as set out by SEBI. The Report on Corporate Governance and a Certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is annexed to this report.

MANAGEMENT DISCUSSION AND ANALYSIS STATEMENT :

Management''s Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement is presented in separate section forming part of the Annual Report.

INDUSTRIAL RELATIONS :

The industrial relation with workmen and staff continued to be extremely cordial during the year under review.

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

The particulars as prescribed under section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the report of Board of Directors) Rules 1988 are set out in an Annexure to this Report.

ACKNOWLEDGMENT :

The Directors wish to place on record their gratitude for the continued co-operation and patronage extended by their esteemed customers both in OEM and after market segments. The Directors would also like to place on record their sincere appreciation for the continued co- operation, guidance, support and assistance during the year under report by our Bankers, all the customers, suppliers of the Company including Government agencies. The Board of Directors also wishes to express its appreciation for the efforts and contribution made by the employees at all levels during the year under report.



By order of the Board of Directors

Sd/-

N C Vadgama

Chairman

Place: Patla, Dist. Junagadh

Date: 30th May, 2013

---

Mar 31, 2012

The Directors have pleasure in presenting the 34th Annual Report together with the Audited accounts for the year ended 31st March, 2012.

FINANCIAL RESULTS (Rs. In Lacs)

Year ended Year ended 31st March, 31st March, 2012 2011

Gross profit before Interest Depreciation and Tax 1227 1032

Less: Interest and Depreciation 309 273

Profit before Tax 918 759

Add: MTM Gain on Derivatives Contracts 0 26 For the ineffective hedge

Less: Provision for Taxation 300 253

Deferred Tax Assets (19) (20)

Profit after Tax. 637 552

Add: Balance brought forward from last year 2830 2459

Profit available for appropriations 3467 3011

Appropriations:

- Proposed Dividend 87 87

- Provision for Tax on Proposed Dividend 14 14

- Transfer to General Reserve 100 80

Balance carried forwarded to next year 3266 2830

OPERATING RESULTS:

The performance of the Company during the year remains fair. The sales of the Company have increased both in domestic and export segment. The sales during the year were Rs. 10215 Lacs as against Rs. 8359 Lacs in the previous year. The sales thus registered an increase of 22.20% as compared to the last year.

The net profit of the Company has increased from Rs. 552 lacs to Rs. 637 lacs registering growth of 15.40% as compared to the last year. The Company has earned revenue of Rs. 72 Lacs making profit before tax to the tune of Rs 35 Lacs out of the Wind Mill Project.

The Company continued to launch a number of new and higher value added products along with tightening cost factors, which will further strengthen the Company's competitiveness and profitability in the future.

DIVIDEND:

The Directors are pleased to recommend for your approval a dividend of Rs. 2.50 (Tax Free) per Equity share of the Company in respect of the financial year ended on 31st March, 2012. (Previous Year Rs.2.50) The said dividend shall be payable to those members whose names appear on the Register of member of the company on record date.

FIXED DEPOSITS:

There is no deposit outstanding/unpaid as at 31st March, 2012.

DIRECTORS:

Mr. Jeshanker R Bhogayta and Mr. Dipsing B Nakum, Directors, retire by rotation at the ensuring Annual General Meeting and being eligible offers themselves for re- appointment.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to Section 217(2AA) of the Companies (Amendment) Act, 2000 Directors confirm that:

(a) In the preparation of the annual accounts, the applicable accounting standards have been followed.

(b) Appropriate accounting policies have been selected and applied prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2012 and of the profit of the company for the year under review.

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

(d) The annual accounts have been prepared on a going concern basis.

AUDITORS:

M/s. Dhirubhai Dand & Co., Chartered Accountants, the auditors of the Company retires at the conclusion of the ensuing Annual General Meeting. They are eligible for re-appointment and have furnished the certificate to the effect that their appointment, if made, will be in accordance with the limits specified under Section 224(B) of the Companies Act, 1956.

COST AUDIT:

As per the Government directives, the company's cost record in respect of Bearings for the financial year ended on 31st March, 2012 were being audited by Ms. Ila Patel, Cost Auditor who were appointed by the Board of Directors by its meeting held on 18th January, 2012 on recommendation of Audit Committee pursuant to the provisions of section 233B of the Companies Act, 1956 in place of casual vacancy arised due to the death of Mr. S B Parikh.

COMPLIANCE CERTIFICATE:

The Company has obtained compliance certificate from M/s. K.J. SHAH & COMPANY, Company Secretaries, Ahmedabad, under section 383 (A) of the Companies Act, 1956 and a copy of such certificate is annexed to this report.

PARTICULARS OF EMPLOYEES:

The particulars of employees as required under section 217(2-A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules 1975 is given in the Annexure appended hereto and forms part of this Report. As per the Provisions of Section 219 (1) (b) (iv) of the Companies Act, 1956, the report and accounts are being sent to the shareholders of the company, excluding the statement of particulars of employees under Section 217(2A) of the Act. Any share holder interested in obtaining a copy of the said statement may write to the Secretarial department at the Registered Office of the Company

SUBSIDIARY COMPANY:

In accordance with the General Circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Profit and Loss account and other documents of M/s Accurate Engineering Inc., the subsidiary company, are not being attached with the Balance Sheet of the Company. The Company will make available the Annual Accounts of the said subsidiary company and its related detailed information to any member of the Company who may be interested in obtaining the same and also on Company' website.

The Annual Accounts of the subsidiary company will also be kept open for inspection at the registered office of the Company and the subsidiary company.

A statement as required under Section 212 of the Companies Act, 1956 is annexed to this report.

CONSOLIDATED FINANCIAL STATEMENTS:

In accordance with the Accounting Standard (AS)-21, the audited consolidated financial statements are annexed to this Annual Report.

AUDIT COMMITTEE:

The Audit committee consists of the following directors viz:

1. Mr. B. D Joshi, Chairman of committee

2. Mr. K. J. Mehta, Members of committee

3. Mr. D. B. Nakum, Members of committee

All the members of Audit Committee are independent directors.

CORPORATE GOVERNANCE REPORT:

The Company has accepted the highest standards of Corporate Governance and adheres strictly to the said requirements as set out by SEBI. The Report on Corporate Governance and a Certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement are annexed to this report.

MANAGEMENT DISCUSSION AND ANALYSIS STATEMENT:

Management's Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement is presented in separate section forming part of the Annual Report.

INDUSTRIAL RELATIONS:

The industrial relation with workmen and staff continued to be extremely cordial during the year under review.

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

The particulars as prescribed under section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the report of Board of Directors) Rules 1988 are set out in an Annexure to this Report.

ACKNOWLEDGMENT:

The Directors wish to place on record their gratitude for the continued co-operation and patronage extended by the esteemed customers both in OEM and after market segments. The Directors would also like to place on record their sincere appreciation for the continued co-operation, guidance, support and assistance during the year under report by our Bankers, all the customers, suppliers of the Company including Government agencies. The Board of Directors also wishes to express its appreciation for the efforts and contribution made by the employees at all levels during the year under report.

By order of the Board of Directors

Sd/- N C Vadgama Chairman

Place: Patla, Dist. Junagadh Date: 29th May, 2012

---

Mar 31, 2010

The Directors have pleasure in presenting the 32nd Annual Report with the audited accounts of the Company for the year ended 31st March, 2010

Rs. In Lacs

FINANCIAL RESULTS Year ended Year ended

31st March 2010 31st March 2009

Gross profit before Interest Depreciation and Tax 932.63 1529.52

Less: Interest and Depreciation 282.82 352.94

Profit before Tax 649.81 1176.58

MTM Losses (Gam) on Derivative Contracts for ineffective hedge (275.90) 229.55

Less: Provision for Taxation 229.41 412.43

Fringe Benefit Tax - 10.50

Deferred Tax Assets (9.37) 10.06

Profit after Tax. 705.67 514.04

Add : Balance brought forward from last year. 1893.60 1501.18

Profit available for appropriations 2599.27 2015.22

Appropriations :

- Proposed Dividend 52.17 52.67

- Provision for Tax on Proposed Dividend 08.10 08.95

- Transfer To General Reserve 80.00 60.00

Balance carried forwarded to next year 2459.00 1893.60

OPERATING RESULTS :

The performance of the company during the year remains fair in spite of the depressionary conditions in the world economy. The sales of the Company have declined both in domestic and export segment. The sales during the year were Rs. 6886.23 lacs as against Rs.8432.95 lacs in the previous year. The net profit of the Company has however increased from Rs. 514.05 lacs to Rs. 705.67 lacs registering an increase of 37.28 % as compared to the last year. The Company has earned revenue of Rs. 73.95 lacs making net profit of Rs. 36.07 lacs out of the Wind Mill Project.

The Company continued to launch a number of new and higher value added products along with tightening cost factors, which will further strengthen the Companys competitiveness and profitability in the future.

DIVIDEND :

The Directors are pleased to recommend for approval of shareholders a dividend of Rs. 1.50 (Tax Free) per Equity share of the Company in respect of the financial year ended on 31st March, 2010. (Previous Year Rs.1.50) The said dividend shall be payable to those members whose names appear on the Register of member of the company on record date.

FIXED DEPOSITS : There is no deposit outstanding/unpaid as at 31st March, 2010.

COMPLIANCE CERTIFICATE :

The company has obtained compliance certificate from M/s. K.J.SHAH & COMPANY, Company secretaries, Ahmedabad, under section 383 (A) of the Companies Act, 1956 and a copy of such certificate is annexed to this report.

BUYBACK OF EQUITY SHARES :

The Board of Directors of the Company at their meeting ftefcf on 6th January, 2009 had approved the Buyback of equity shares from the open market through stock exchange, not exceeding 4,50,000 nos. of equity shares of Rs. 10/- each fully paid up for an aggregate amount not exceeding Rs. 2,92,50,000 at a price not exceeding Rs.65/- pre equity share.

The Company had commenced the said buyback on 27th January, 2009 and closed the same on 7th January 2010. During the same period, the company had bought back 53,200 equity shares for the aggregate consideration of Rs. 29,25,593.78 ( at an average of Rs. 54.99 per share). The present paid up capita! of the company after extinguishment of above shares is Rs. 3,47,78,000 divided in to 34,77,800 equity shares of Rs.10/- each.

DIRECTORS :

Dr. B. R. Sureja, a Director of the Company who retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for reappointment.

Mr. K. J. Mehta, a Director of the Company who retires by rotation at the ensujng Annual General Meeting and being eligible offers himself for reappointment.

DIRECTORS RESPONSIBILITY STATEMENT :

Pursuant to Section 217(2AA) of the Companies (Amendment) Act, 2000 Directors confirm that:

(a) In the preparation of the annual accounts, the applicable accounting standards have been followed.

(b) Appropriate accounting policies have been selected and applied prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2010 and of the profit of the company for the year under review.

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

(d) The annual accounts have been prepared on a going concern basis.

AUDITORS :

M/s. Dhirubhai Dand & Co., Chartered Accountants, the auditors of the Company retires at the conclusion of the ensuing Annual General Meeting. They are eligible fgr re-appointment and have furnished the certificate to the effect that their appointment, if made, will be in accordance with the limits specified yrider Section 224(B) of the Companies Act, 1956.

COST AUDIT :

As per the Government directives, the companys cost record in respect of Bearings for the financial year ended on 31st March, 2010 were being audited by M/s. S. B. Parikh & Company, Cost Auditor who were appointed by the Board pursuant to the provisions of section 233B of the I Companies Act, 1956 with necessary approval from the Central Government.

PARTICULARS OF EMPLOYEES :

The particulars of employees as required under section 217(2-A) of the Companies Act,1956, read with the Companies (Particulars of Employees) Rules 1975 is given in the annexure appended hereto and forms part of this Report. As per the Provisions of Section 219 (1) (b) (iv) of the Companies Act, 1956, the report and accounts are being sent to the shareholders of the company, excluding the statement of particulars of employees under Section 217(2A) of the Act. Any share holder interested in obtaining a copy of the said statement may write to the Secretarial department at the Registered Office of the Company

SUBSIDIARY COMPANY:

Pursuant to section 212 of the Companies Act, 1956, the audited statement of accounts for the year ended on 31st March, 2010 of Accurate Engineering Inc. U.S.A., the wholly owned subsidiary together with the report of the auditors, necessary audited attachments and also the statement under section 212 of the Companies Act, 1956 are annexed to this report.

As prescribed by Accounting Standard 21 of the Institute of Chartered Accountants of India, the audited consolidated financial statements are annexed to this report.

LISTING OF EQUITY SHARES :

The Companys equity shares are listed at Bombay Stock Exchange Limited, Phiroze Jeejeebhoy Tower, Dalai Street, Mumbai 400 001

The Company has paid the annual listing fee of the said stock exchange for the financial year 2010-2011.

AUDIT COMMITTEE :

The Audit committee consists of the following directors viz;

1. Mr. B. D .Joshi, Chairman of committee

2. Mr. K. J. Mehta, Members of committee

3. Mr. D. B. Nakum, Members of committee

All the members of Audit Committee are independent directors.

CORPORATE GOVERNANCE REPORT:

A separate section on Corporate Governance and a Certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges are annexed to this report.

MANAGEMENT DISCUSSION AND ANALYSIS STATEMENT :

A Report on Management Discussion and Analysis Statement is separately annexed to this report.

INDUSTRIAL RELATIONS :

The industrial relation with workmen and staff continued to be extremely cordial during the year under review.

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

The particulars as prescribed under section 217(1 )(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the report of Board of Directors) Rules 1988 are set out in an Annexure to this Report.

ACKNOWLEDGMENT :

The Directors wish to place on record their gratitude for the continued co-operation and patronage extended by the esteemed customers both in OEM and after market segments. The Directors would also like to place on record their sincere appreciation for the continued co- operation, guidance, support and assistance during the year under report by our Bankers, all the customers, suppliers of the Company including Government agencies. The Board of Directors also wishes to express its appreciation for the efforts and contribution made by the employees at all levels during the year under report.

On behalf of the Board of Directors

Place : Patla, Dist.Junagadh N C VADGAMA

Date : 29th May, 2010 Chairman