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A Oneindia Venture

Nifty 25,966.40 +0.58%

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Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Directors Report of Banco Products (India) Ltd.

Mar 31, 2024

Your directors have the pleasure in presenting the 63^rd Annual Report together with the audited Financial Statements of Banco Products (India) Limited (âthe Companyâ) and its subsidiaries for the financial year ended on 31.03.2024 with the mission:

(a) To safeguard health, safety and well-being of employees and of the communities around.

(b) To initiate effective measures towards minimum disruption of the operations and thus ensuring smooth business continuity and sustainable growth.

(c) As ever, adversities test every organizationâs resilience and true strength - At Banco Products, we have been engaged in taking extensive measures to emerge more resilient.

1. Overview of the Companyâs Performance:

Over the course of the year, the Indian economy has demonstrated steep growth parameters, even surpassing global GDP growth figures, despite major global disruptions in the world, the wars in Eastern Europe and Middle East. The strategic and diverse capex allocation by the government, recovery in auto industrial, agricultural equipment sales and improving capacity utilisation at a macro level has played a key role in Indiaâs economic progress. The economic and market scenario during 2023-24 has remained very positive.

We have observed an upturn in the OEM business in terms of peak volumes with some of our clients as compared to the previous fiscal year due to positive market demands amongst other factors.

Our executive leadership team at Banco Products and its subsidiaries have resiliently performed to deliver the best in their core strengths with focused, innovative and cost competitive designed products developed along with a drive to improving customer service with short development cycles.

Alterations in the emission norms for off highway and construction machinery to Bharat Stage V, along with new norms for air conditioned cabins for commercial vehicles and alternative fuel applications have opened up a range of new opportunities.

In general, the OEM customer expectations with respect to product thermal efficiency, compact packaging of cooling modules, lower weight targets for saving fuel and increased product reliability have taken us to newer horizons of business development and achievements.

We believe in responding to these expectations by employing our bespoke engineering approach which our research teams at Banco Products have taken to task, to continuously improve, test and prove the efficiency of our cooling modules. We have developed and delivered optimized solutions to our customers by the use of advanced software tools.

In EV and alternative energy applications market, we have begun participation in product development and supply to selected customers in cooling systems, gaskets and sealing solutions which includes expanding customer bases both in the domestic and global markets.

Business at subsidiaries -

Banco Gaskets (India) Limited continues to follow same growth trend in developing new technologies in elastomeric solutions for automotive customers and we are observing encouraging long term growth in both, tier one and tier two OEM segments. Company focuses on developing advanced elastomeric solutions for complex profiles for multiple end uses in automotive field. After market business is increasing and reach out to the customers, brand development is ongoing focus in countering competition which has seen good growth during the year under review.

NRF b.v. Aftermarket sales continues to grow rapidly in multiple European countries compared to previous years. Introduction of new products categories for passenger and commercial vehicle segments for end use in air-conditioning, emission control and engine cooling continues relentless. Establishment of product validation test cells in Poland and Spain locations have greatly enhanced capabilities to test and introduce new products for aftermarket. Establishment of these facilitates aid to validate and launch cooling and vehicle air-conditioning related parts of EV cars too.

Management team at NRF places great importance in brand development through active presence on digital media, participation in trade shows and end user training programs. In parallel, expansion of distribution network is showing excellent results to improve reach of NRF products.

2. Financial Summary/Highlights:

At a glance, the summarized Standalone and Consolidated results of your Company are given below:

('' in Crores)

PARTICULARS	STANDALONE		CONSOLIDATED
	Year ended on 31.03.2024	Year ended on 31.03.2023	Year ended on 31.03.2024	Year ended on 31.03.2023
Total Turnover	992	979	2742	2301
Profit Before Taxation	297	280	362	311
(Less:-Tax Expenses)	(42)	(35)	(91)	(76)
Profit After Tax	255	245	271	235
Balance Brought forward from P.Y.	583	538	695	660
Profit available for Appropriation	838	783	966	895
Appropriations: Investment measured at FVTOCI
Dividend	243	200	243	200
Balance Carried to Balance Sheet	595	583	723	695

3. Dividend:

Your Directors had declared and paid Interim Dividend during the year 2023-24 at 1000% i.e. '' 20 per Equity Shares of '' 2 each absorbing '' 143 Crores (gross) for the financial year ended on 31.03.2024 and as compared to '' 22/- (Interim '' 8 and final '' 14) per equity share of '' 2 each (1100% during previous year). Hence the directors have not reccomended any final dividend for the year 2023-24.

4. Reserve:

The Company is not required to transfer any amount to reserves. Accordingly, the Company has not transferred any amount to reserve.

5. Operations and State of Affairs:

The Company continued its initiatives during the year, to upgrade technology and quality at its plants. As pioneers in the country, your Company invests in best in class technology and has lined up an accelerated investment plan to retain its technology leadership position.

Our Research and Development capabilities, including test equipments and design software are being improved in line with modern practices. Our R & D spend, during the year was placed at 0.58% of turnover.

Sales and Profit for Banco Products (India) Ltd. stood at: ('' In Crores)

Particulars	Year ended on	Year ended on
	31.03.2024	31.03.2023
Sales (Net)	992	979
Profit after Tax (PAT)	255	245

Domestic Sales:

During the period under review, the Companyâs Domestic sales stood at '' 727/- crores as against '' 709/-crores in the previous year representing a 2.45% increase.

Export Sales:

During the period under review, the Companyâs Export sales stood at '' 265/- crores as against '' 270/- crores in the previous year, despite growing global competition.

Overall sales mix was placed at Domestic 73% (previous year 72%) and Export 27% (previous year 28%).

6. Management Discussion and Analysis:

The Report on Managementâs Discussion and Analysis as required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âLODRâ) forms part of this report as per Annexure âAâ.

7. Business Responsibility and Sustainability Report:

The Business Responsibility and Sustainability Report as required under LODR forms part of this Annual Report.

8. Corporate Social Responsibility:

Your Directors believe that it is vital for surrounding communities and stakeholders to progress with the Company.

In compliance with the requirements of Section 135 of the Companies Act, 2013 (âthe Actâ) read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 (CSR Rules), the Board of Directors have constituted a Corporate Social Responsibility Committee. Annual Report on CSR containing particulars specified in Annexure II to the CSR Rules is forming part of the Boardâs Report as per Annexure âBâ.

The contents of the CSR Policy of the Company as approved by the Board on the recommendation of the Corporate Social Responsibility Committee and other details are available on the website of the Company as per the web link provided in the report on Corporate Social Responsibility Activities.

9. Conservation of Energy, Technology Absorption and Foreign exchange:

In accordance with the provisions of Section 134(3)(m) of the Act, read with Rule 8 of The Companies (Accounts) Rules, 2014, the relevant information pertaining to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo is annexed as per Annexure âCâ to this Report.

10. Directorsâ Responsibility Statement:

In terms of Section 134(3) (c) of the Act, your directors would like to state:

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

ii) that such accounting policies have been selected 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 for the year ended 31^st March, 2024 and of the profit and loss of the Company for that period;

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

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

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

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

11. Directors and Key Managerial Personnel:

11.A STATEMENT WITH REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE OF THE INDEPENDENT DIRECTORS

Your directors are of the opinion that Independent Directors of the Company are of high integrity, suitable expertise and experience (including proficiency). The Independent Directors have given declaration under sub section (6) of Section 149 of the Act. The tenure of Independent Directors is in compliance of provisions of Section 149(10).

11.1 Performance Evaluation:

Pursuant to the provisions of the Act and LODR, 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 requisite Committees.

The evaluation has been carried out with a well structured questionnaires taking into consideration various aspects and roles of the Board and its Committees such as knowledge, skills, conduct, integrity, contribution in setting up and achieving goals etc. The Board of Directors expressed their satisfaction with the evaluation process.

11.2 Policy on Directorsâ Nomination, Appointment and Remuneration:

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy in relation to remuneration of Directors. The policy also laid down the criteria for selection and appointment of Directors, Senior Management and their remuneration. The detailed Remuneration Policy is stated in the Corporate Governance Report.

The details regarding the composition and Role of Nomination and Remuneration Committee are provided in the report on Corporate Governance and forms part of this report.

11.3 Disclosure of Remuneration paid to Directors:

The details of remuneration paid to the Directors is given in the Report on Corporate Governance.

11.4 Change in Directors/KMP:

In accordance with the provisions of the Act and rules made there under Smt. Himali H. Patel (DIN 07081636) retires by rotation at the 63^rd Annual General Meeting and being eligible offers herself for reappointment.

The members of the Company through postal ballot have approved the appointment of Shri Tarak Patel (DIN: 00009568) as an Independent Director of the Company for a period of 5 years w.e.f. 5^th February, 2024, Re-appointment and Remuneration of Shri Sharan M. Patel (DIN: 09151194) as Whole Time Director for a period of 3 years w.e.f. 22^nd April, 2024 and Re-appointment and Remuneration of Smt. Himali H. Patel (DIN 07081636) as Whole Time Director for a period of 3 years w.e.f. 13^th February, 2024.

12. Number of Board Meetings:

The details of 04 Board Meetings held during the financial year 2023-24 are provided in the Report on Corporate Governance and forms part of this report.

13. Audit Committee:

The details regarding the Composition, power and role of Audit Committee are provided in Report on Corporate Governance and forms part of this report.

14. Vigil Mechanism / Whistle Blower Policy:

The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations. To maintain these standards, the Company encourages its employees who have concerns about suspected misconduct to come forward and express their concerns without fear of punishment or unfair treatment. A Vigil Mechanism provides a channel to the employees and Directors to report to the management concerns about unethical behaviour, actual or suspected fraud or violation of the Codes of Conduct or policy. The mechanism provides for adequate safeguards against victimization of employees and Directors to avail the mechanism and also provides for direct access to the Chairman of the Company / Chairman of the Audit Committee in exceptional cases. The Vigil Mechanism / Whistle Blower Policy are available on Companyâs website at-

http://www.bancoindia.com/investor-relations/#1497261700893-eb0e6e05-b833

15. Risk Management:

Pursuant to the requirement of LODR, the Company has formed Risk Management Policy to ensure appropriate risk management within its systems and culture. The Company operates in a competitive environment and is generally exposed to various risks at different times such as technological risks, business risks, operational risks, financial risks, etc. The Board of Directors and the Audit Committee of the Company periodically review the Risk Management Policy of the Company so that the Management can control the risk through properly defined network.

The Company has a system based approach to business risk management backed by strong internal control systems.

The Corporate Governance Policy clearly lays down the roles and responsibilities of the various entities in relation to risk management. A range of responsibilities, from strategic to the operational is specified in the Governance Policy. These role definition, inter-alia aims at ensuring formulation of appropriate risk management policies and procedures, their effective implementation and independent monitoring and reporting by Internal Audit.

A strong independent Internal Audit Function at the corporate level carries out risk focused audits across all businesses, enabling identification of areas where risk managements processes may need to be improved. The Board reviews internal audit findings and provides strategic guidance on internal controls, monitors the internal control, environment within the Company and ensures that Internal Audit recommendations are effectively implemented.

The combination of policies and procedures adequately addresses the various risks associated with your Companyâs businesses.

The details regarding the composition and Role of Risk Management Committee are provided in report on Corporate Governance and forms part of this report.

16. Corporate Governance:

Pursuant to LODR, the Report on Corporate Governance forms an integral part of this Report. The requisite certificate confirming compliance with the conditions of corporate governance is attached to the Report on Corporate Governance.

17. Extract of Annual Return:

A copy of the Annual Return as required under section 92(3) and Section 134(3)(a) of the Companies Act, 2013 has been placed on the website of the Company. The web- link as required under the Act is as under-http://mail.bancoradiator.com/upload/annual return 2024.pdf

18. Auditors:

18.1 Statutory Auditors:

M/s. Parikh Shah Chotalia & Associates, Chartered Accountants (PSCA), Vadodara (Firm Registration No. 118493W), were appointed as Statutory Auditors of the Company for a term of Five consecutive years from conclusion of 58^th Annual General Meeting held on 23^rd September, 2019 till the conclusion of 63^rd Annual General Meeting. M/s. Parikh Shah Chotalia & Associates, Chartered Accountants, Vadodara have expressed their willingness for reappointment and have furnished a certificate of eligibility and consent under Section 1 39 and 1 41 of the Act. The Board, based on the recommendation of the Audit Committee, has recommended re-appointment of M/s. Parikh Shah Chotalia & Associates, Chartered Accountants, as the Statutory Auditor of the Company for a further term of five years from the conclusion of 63^rd Annual General Meeting till the conclusion of the 68^th Annual General Meeting.

The Auditorâs Report for financial year 2023-24 did not contain any qualification, reservation or adverse remark. The Auditors have conveyed their confirmation about their eligibility to continue as Statutory Auditors of the Company.

18.2 Internal Auditors:

Your Company had appointed Mr. SnehalKumar Shah, Head-Internal Audit Department of the Company as the Internal Auditor to carry out the Internal Audit of various operational areas of the Company.

18.3 Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Act, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company has appointed M/s. J.J. Gandhi & Co., Practicing Company Secretaries, Vadodara as Secretarial Auditors of the Company. The Secretarial Audit Report for the Financial Year ended on 31.03.2024 is annexed herewith as per Annexure âDâ to this Report and it does not contain any qualification, reservation or adverse remark.

18.4 Cost Auditors:

Your Company has appointed M/s. Y.S. Thakar & Co., Cost Accountants, Vadodara (FRN : 000318) in terms of provisions of Section 1 48 and any other provisions applicable, if any, of the Act and Rules made thereunder.

The proposals for ratification of their remuneration by way of Ordinary Resolution, to conduct the audit of the Cost Records of the Company for the financial year 2023-24, in terms of the recommendation of the Audit Committee is included in the Notice of the Annual General Meeting.

19. Subsidiary Companies:

19.1 Nederlandse Radiateuren Fabriek B.V - Netherlands:

Nederlandse Radiateuren Fabriek B.V, Netherlands, and its subsidiaries, are engaged in the business of

manufacturing and distribution of heat transfer products. During the year, the Company has taken many initiatives in the areas of production, marketing, distribution and other operational areas. We expect that these initiatives will yield results in time to come and result in improvement in the performance.

19.2 Banco Gaskets (India) Limited - Vadodara:

In terms of the requisite approvals of Shareholders, the Gasket Divisions of the Company was transferred to its Wholly Owned Subsidiary Company viz. Banco Gaskets (India) Limited with effect from 31.03.2012 and is in operation.

19.3 Banco New Energy Cooling Systems Limited - Vadodara:

Banco New Energy Cooling Systems Limited, was incorporated on 17^th May, 2021 with object to carry on all type of business of manufacturing, making, assembling, exporting and distribution of all kinds of Heat Exchangers for Electrical Vehicles (EV) Automotive /Non Automotive and industrial applications. It has commenced commercial production of its products namely Heat exchangers for Locomotives at its plant situated at Block No. 1329, Taluka Jambusar, Village Anki, Bharuch, Gujarat-392150 on 12^th October, 2023.

Pursuant to Section 129(3) of the Act, the statement containing the salient features of the financial statement of the Companyâs Subsidiaries is annexed as per Annexure âEâ to this Report.

The determination of Material Subsidiary is in compliance with LODR.

20. Particulars of Employees:

The Statement pursuant to Section 197(12) of the Act, and Rule 5(1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2015 is attached as per Annexure âFâ to this Report.

A Statement of the details of employees covered under Rule 5(2) of the aforesaid Rules are provided in the Annual Report. The Annual Report is being sent excluding the aforesaid information. Such particulars will be furnished to any shareholder on a specific request made in writing by the shareholder.

21. Related Party Transactions:

All transactions entered into with the Related Parties as defined under the Act and LODR during the financial year ended on 31.03.2024 were in the ordinary course of business and armâs length basis and do not attract the provisions of Section 188 of the Act, 2013. Thus disclosure in form AOC 2 is not applicable.

All the Related Party Transactions are reviewed by the Audit Committee on quarterly basis and it has provided an omnibus approval for all Related Party Transactions which are within its purview.

The information on Related Party Transactions, forming part of this Report, is provided in Notes of Annual Financial Statement for the Financial Year ended on 31.03.2024.

The Board has approved a Policy on Related Party Transactions which has been uploaded on the Companyâs website at http://www.bancoindia.com/investor-relations/#1497261700893-eb0e6e05-b833

22. Particulars of Loans given, Guarantees given and Investments made by the Company:

During the year under review, the Company has further invested in Equity Shares of Banco New Energy Cooling Systems Limited a Wholly Owned Subsidiary of the Company, amounting to '' 5 Crores aggregating to '' 13.40 Crores as on 31^st March, 2024, and has given loan of '' 6.50 Crores. The details of Investments made and Loan given are provided in note no. 6 and 1 3 respectively of notes to Standalone Financial Statements of the Company for its Principal business activities out of the Companyâs internal sources of funds.

23. Share Capital:

As on 31^st March, 2024, the paid up equity share capital of your Company was '' 14.30 crores. During the year under review, there was no change in the Share Capital of the Company.

24. Change in Capital Structure:

During the year under review, the Company has not issued any Equity Share with differential rights, Employees Stock Options and Sweat Equity Share. Hence, details as per applicable rules of the Companies (Share Capital and Debentures) Rules, 2014 are not required to be reported.

25. Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

The summary of sexual harassment complaints received and disposed off during the financial year 2023-24 is as under:

- Number of Complaints Received: Nil

- Number of Complaints Disposed off: Nil

26. Deposits:

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

27. Insurance:

All the properties and insurable interests of the Company including buildings, plant and machineries and stocks, have been adequately insured.

28. Industrial Relations:

Overall industrial relations continued to be cordial. Your Directors place on record their appreciation for the continued support and co-operation of all the employees.

29. Internal Financial Control:

The internal auditors conduct extensive audits throughout the year across all locations and across all functional areas and submit their reports to the Audit Committee of the Board of Directors.

30. Details of Fraud Reporting, if any:

There has been no instance of fraud reported by the Auditors under section 143(12) of the Act and Rules framed thereunder either to the Company or the Central Government.

31. Familiarisation Programme for Independent Directors:

The details of programmes for familiarization of Independent Directors and training with the Company, their roles, rights, responsibilities, nature of the industry in which the Company operates, business model of the Company and related matters are put up on the website of the Company at-

http://www.bancoindia.com/investor-relations/#1497261700893-eb0e6e05-b833

32. Human Resources:

Many initiatives have been taken to support business through organizational efficiency and various employee engagement programmes which have helped the Organization to achieve higher productivity levels.

Significant efforts have also been undertaken to develop leadership as well as technical/ functional capabilities in order to meet future talent requirement.

The Companyâs HR processes such as hiring, fair transparent online performance evaluation and talent management process, state-of-the-art workmen development process and market aligned policies have been seen as benchmark practices in the Industry.

33. Material changes and Commitments:

Your Directors are of the opinion that there are no material changes and commitments affecting financial position of the Company which have occurred between end of financial year of the Company and the date of this report.

34. Safety, Health and Environment Safety:

The Company has been continuously exercising effective safety, health and environment policies. Water and air pollution control measures are successfully operated and industrial trade effluents are used for gardening.

The tree plantation at the factory site is maintained properly and is being duly taken care.

35. Web Links:

Web links related to various policies are available in the Corporate Governance Report.

36. Change in the nature of Business:

There is no change in the nature of business during the year under review.

37. Significant and material order passed by the Regulator or Court:

No order was passed by any regulator, court or tribunal impacting the going concern status and Companyâs operation in future during the year under review.

38. Disclosure in respect of Cost Records:

The Company has maintained the cost accounts and records respectively, as required under provisions of the Companies Act, 2013.

39. Compliance of applicable Secretarial Standards:

Pursuant to Clause 9 of Secretarial Standards on Meetings of Board of Directors, it is stated that the Company is compliant of applicable Secretarial Standards during the year.

40. Application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016(IBC) (31 of 201 6) during the year under review -

Neither any application was made nor any proceeding was pending in this regard under IBC during the year.

41. The details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions -

No one time settlement.

42. Acknowledgement:

Your Directors wish to convey their gratitude and place on record their deep appreciation for the cooperation and continued support received by the Company from Government, Customers, Shareholders, Vendors, Bankers and all other Stake Holders, as well as Employees at all levels during the year.

By the order of the Board, Mehul K. Patel

Date : 09.08.2024 (Chairman)

Place : Bil DIN: 01772099

Mar 31, 2023

The directors have the pleasure in presenting the 62^nd Annual Report together with the Audited Financial Statements of Banco Products (India) Limited (âthe Companyâ) and its subsidiaries for the financial year ended on 31.03.2023 with the mission:

(a) To safeguard health, safety and well-being of employees and of the communities around.

(b) To initiate effective measures towards minimum disruption of the operations and thus ensuring smooth business continuity and sustainable growth.

(c) As ever, adversities test every organizationâs resilience and true strength - At Banco Products, we have been engaged in taking extensive measures to emerge more resilient, post the current crisis by enhancing in- house capabilities.

1. Overview of the Companyâs Performance:

During the year under review, India once again showcased its resolve and resilience to report healthy economic growth despite the gloom prevailing in the external world; Persistent inflation, political developments and the continuing impact of geopolitical. The governmentâs strong capex disbursals, recovery in auto industrial and agricultural equipment sales, and improving capacity utilisation at a macro level played an essential role in Indiaâs economic progress. The economic scenario during 2022-23 remained positive.

We have seen a recovery in OEM business, (volume wise) during the second half of FY 21 -22 as compared to FY 20-21, as first half had Covid disruptions.

As ever, the executive team at Banco Products and its subsidiaries strived to deliver their best in terms of their core strengths i.e. innovation and customer service, be it developing new designs or delivering the products at short notices.

Changes in emission norms to BS-VI and BS6 phase 2 RDE (real driving emissions) norms have come into effect in India from April 1,2023 in the automotive industry and CPCB-IV in the construction machinery and off-highway sectors, led to a large number of new opportunities, for which your Company has been managing successfully on-going basis.

In general, the OEM customer expectations in respect to product thermal efficiency, compact packaging of cooling modules, lower weight targets for saving fuel and increased product reliability, has taken us to newer vistas of business development and achievement.

Our R&D teams have been responding to these challenges through our bespoke engineering approach by continuously improving, testing and proving the efficiency of cooling elements. We have delivered to our customers optimized solutions by use of advanced software tools - which delivers best in class field performance. In EV mobile sector, we have begun participation in product development and supply to selected customers in Cooling as well as in Gasket Sealing segments and that includes expanding customer bases both in domestic and global arena.

In the export markets, the Companyâs sales growth remained positive during the year. We will continue to focus on expanding our business in export markets. New product additions were at all time high in Engine cooling segment for both Aftermarket and OEMs segments.

Business at subsidiaries - Banco Gaskets and NRF b.v. continue to follow same trend as Banco Products. Focus at Banco Gaskets continues to be in developing new technologies in elastomeric solutions for automotive customers and we are observing encouraging long term growth in both, tier one and tier two OEM segments. Aftermarket market segment, also enjoyed better sales growth rate over previous years as brand enjoys strong popularity across India.

NRF b.v. had one of the strongest sales growth compared to previous years in aftermarket especially in European market. NRF has been investing heavily in brand development as well as introduction of wide range of âunder bonnetâ Cooling and HVAC parts. Going forward, the product line expansion will continue to serve clients with products which offers highest reliability and value. We continue to invest into better logistical capabilities to enhance customer experience and to improve loyalty towards NRF brand. NRF continues to invest for enhancing technical facilities to introduce wider range of products for aftermarket, beyond its traditional products in cooling.

2. Financial Summary/Highlights:

At a glance, the summarized Standalone and Consolidated results of your Company are given below:

(Rs. in Crores)
PARTICULARS	STANDALONE		CONSOLIDATED
	Year ended on	Year ended on	Year ended on	Year ended on
	31.03.2023	31.03.2022	31.03.2023	31.03.2022
Total Turnover	979.00	772.00	2301.00	1927.00
Profit Before Taxation	280.00	110.00	311.00	224.00
Less:-Tax Expenses	35.00	24.00	76.00	72.00
Profit After Tax	245.00	86.00	235.00	152.00
Balance Brought forward from P.Y.	538.00	466.00	660.00	522.00
Profit available for Appropriation	783.00	552.00	895.00	674.00
Appropriations:
Investment measured at FVTOCI	-	-	-	-
Dividend	200.00	14.00	200.00	14.00
Balance Carried to Balance Sheet	583.00	538.00	695.00	660.00

3. Dividend:

Your Directors had declared and paid Interim Dividend during the year 2022-23 at 400% i.e. '' 8/- per Equity Shares of '' 2 each absorbing '' 57.21 Crores (gross) and have recommended dividend at 700% i.e '' 14 /- per equity share of '' 2/- each for the financial year ended on 31.03.2023 (total Dividend 1100%) as compared to '' 20/- per equity share of '' 2.00 each (1000% during previous year).

4. Reserve:

The Company is not required to transfer any amount to reserves. Accordingly, the Company has not transferred any amount to reserve.

5. Operations and State of Affairs:

Sales and Profit for Banco Products (India) Ltd. stood at:		('' In Crores)
Particulars	Year ended on 31.03.2023	Year ended on 31.03.2022
Sales (Net)	979	772
Profit after Tax (PAT)	245	86

Domestic Sales:

During the period under review, the Companyâs Domestic sales stood at '' 709/- crores as against '' 531/-crores in the previous year representing a 34% increase.

Export Sales:

During the period under review, the Companyâs Export sales stood at '' 270/- crores as against '' 241/- crores in the previous year, despite growing global competition.

Overall sales mix was placed at Domestic 72% (previous year 69 %) and Export 28% (previous year 31%).

6. Management Discussion and Analysis:

7. Business Responsibility and Sustainability Report:

The business responsibility and sustainability report as required under LODR forms part of this Annual Report.

8. Corporate Social Responsibility:

Your Directors believe that it is vital for surrounding communities and stakeholders to progress with the Company.

9. Conservation of Energy, Technology Absorption and Foreign exchange:

10. Directorsâ Responsibility Statement:

In terms of Section 134(3) (c) of the Act, your directors would like to state:

i) that in the preparation of the annual financial statements for the year ended 31^st March, 2023, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

ii) that such accounting policies have been selected 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 for the year ended 31^st March, 2023 and of the profit and loss of the Company for that period;

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

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

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

11. Directors and Key Managerial Personnel:

11.A STATEMENT WITH REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE OF THE INDEPENDENT DIRECTORS

11.1 Performance Evaluation:

11.2 Policy on Directorsâ Nomination, Appointment and Remuneration:

The details regarding the composition and Role of Nomination and Remuneration Committee are provided in the report on Corporate Governance and forms part of this report.

11.3 Disclosure of Remuneration paid to Directors:

The details of remuneration paid to the Directors is given in the Report on Corporate Governance.

11.4 Change in Directors/KMP:

In accordance with the provisions of the Act and rules made there under Mr. Sharan M. Patel (DIN: 09151194) retires by rotation at the 62^nd Annual General Meeting and being eligible offers himself for re-appointment.

The Board of Directors has appointed Mr. Shivam M. Patel on 7th August, 2023 as an Additional Director (Non Executive - Non Independent Director) to hold office upto next Annual General Meeting, subject to approval of the members of the Company.

12. Number of Board Meetings:

The details of 04 Board Meetings held during the financial year 2022-23 are provided in the Report on Corporate Governance and forms part of this report.

13. Audit Committee:

The details regarding the Composition, power and role of Audit Committee are provided in Report on Corporate Governance and forms part of this report.

14. Vigil Mechanism / Whistle Blower Policy:

The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations. To maintain these standards, the Company encourages its employees who have concerns about suspected misconduct to come forward and express their concerns without fear of punishment or unfair treatment. A Vigil Mechanism provides a channel to the employees and Directors to report to the management concerns about unethical behavior, actual or suspected fraud or violation of the Codes of Conduct or policy. The mechanism provides for adequate safeguards against victimization of employees and Directors to avail the mechanism and also provides for direct access to the Chairman of the Company / Chairman of the Audit Committee in exceptional cases. The Vigil Mechanism / Whistle Blower Policy are available on Companyâs website at -

http://www.bancoindia.com/investor-relations/#1497261700893-eb0e6e05-b833

15. Risk Management:

The Company has a system based approach to business risk management backed by strong internal control systems.

The Board reviews internal audit findings and provides strategic guidance on internal controls, monitors the internal control, environment within the Company and ensures that Internal Audit recommendations are effectively implemented.

The combination of policies and procedures adequately addresses the various risks associated with your Companyâs businesses.

The details regarding the composition and Role of Risk Management Committee are provided in report on Corporate Governance and forms part of this report.

16. Corporate Governance:

17. Extract of Annual Return:

A copy of the Annual Return as required under section 92(3) and Section 134(3)(a) of the Companies Act, 2013 has been placed on the website of the Company. The web-link as required under the act is as under-http://mail.bancoradiator.com/upload/annual return 2023.pdf

18. Auditors:18.1 Statutory Auditors:

18.2 Internal Auditors:

Your Company had appointed Mr. SnehalKumar Shah, Head-Internal Audit Department of the Company as the Internal Auditor to carry out the Internal Audit of various operational areas of the Company.

18.3 Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Act, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company has appointed M/s. J.J. Gandhi & Co., Practicing Company Secretaries, Vadodara as Secretarial Auditors of the Company. The Secretarial Audit Report for the Financial Year ended on 31.03.2023 is annexed herewith as per Annexure âDâ to this Report and it does not contain any qualification, reservation or adverse remark.

18.4 Cost Auditors:

Your Company has appointed M/s. Y.S. Thakar & Co., Cost Accountants, Vadodara (FRN : 000318) in terms of provisions of Section 148 and any other provisions applicable, if any, of the Act and Rules made thereunder.

19. Subsidiary Companies:19.1 Nederlandse Radiateuren Fabriek B.V -Netherlands:

Nederlandse Radiateuren Fabriek B.V, Netherlands, and its subsidiaries, are engaged in the business of manufacturing and distribution of heat transfer products. During the year, the Company has taken many initiatives in the areas of production, marketing, distribution and other operational areas. We expect that these initiatives will yield results in time to come and result in improvement in the performance.

19.2 Banco Gaskets (India) Limited -Vadodara:

Pursuant to Section 129(3) of the Act, the statement containing the salient features of the financial statement of the Companyâs Subsidiaries is annexed as per Annexure âEâ to this Report.

The determination of Material Subsidiary is in compliance with LODR.

19.3 Banco New Energy Cooling Systems Limited - Vadodara:

Banco New Energy Cooling Systems Limited, was incorporated on 17th May, 2021 with object to carry on all type of business of manufacturing, making, assembling, exporting and distribution of all kinds of Heat Exchangers for Electrical Vehicles (EV) Automotive /Non Automotive and industrial applications.

20. Particulars of Employees:

21. Related Party Transactions:

All transactions entered into with the Related Parties as defined under the Act and LODR during the financial year ended on 31.03.2023 were in the ordinary course of business and armâs length basis and do not attract the provisions of Section 188 of the Act, 2013. Thus disclosure in form AOC 2 is not applicable.

All the Related Party Transactions are reviewed by the Audit Committee on quarterly basis and it has provided an omnibus approval for all Related Party Transactions which are within its purview.

The information on Related Party Transactions, forming part of this Report, is provided in Notes of Annual Financial Statement for the Financial Year ended on 31.03.2023.

The Board has approved a Policy on Related Party Transactions which has been uploaded on the Companyâs website at http://www.bancoindia.com/investor-relations/#1497261700893-eb0e6e05-b833

22. Particulars of Loans given, Guarantees given and Investments made by the Company:

During the year under review, there were no Loans and Guarantees given / made by the Company. The Investments made under the provisions of the Act is provided in the Note no. 04 of Notes to Standalone Financial Statements of the Company.

During the year under review, the Company has invested in Equity Shares of Banco New Energy Cooling Systems Limited a Wholly Owned Subsidiary of the Company, amounting to '' 4 Crores ('' 2 Crore on 31.05.2022, '' 1 Crore on 08.09.2022 and '' 1 Crore on 08.10.2022) aggregating total '' 8.40 Crores and has granted a Loan of '' 8.5 Crores for its Principal business activities out of the Companyâs internal sources of funds.

23. Share Capital:

As on 31st March, 2023, the paid up equity share capital of your Company was '' 14.30 crores. During the year under review, the Company has not issued any shares.

24. Change in Capital Structure:

25. Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:

The summary of sexual harassment complaints received and disposed off during the financial year 2022-23 is as under:

-Number of Complaints Received: Nil -Number of Complaints Disposed off: Nil

26. Deposits:

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

27. Insurance:

All the properties and insurable interests of the Company including buildings, plant and machineries and stocks, have been adequately insured.

28. Industrial Relations:

Overall industrial relations continued to be cordial. Your Directors place on record their appreciation for the continued support and co-operation of all the employees.

29. Internal Financial Control:

The internal auditors conduct extensive audits throughout the year across all locations and across all functional areas and submit their reports to the Audit Committee of the Board of Directors.

30. Details of Fraud Reporting, if any:

There has been no instance of fraud reported by the Auditors under section 143(12) of the Act and Rules framed thereunder either to the Company or the Central Government.

31. Familiarisation Programme for Independent Directors:

http://www.bancoindia.com/investor-relations/#1497261700893-eb0e6e05-b833

32. Human Resources:

Significant efforts have also been undertaken to develop leadership as well as technical/ functional capabilities in order to meet future talent requirement.

33. Material changes and Commitments:

34. Safety, Health and Environment Safety:

The tree plantation at the factory site is maintained properly and is being duly taken care.

35. Web Links

Web links related to various policies are available in the Corporate Governance Report.

36. Change in the nature of Business:

There is no change in the nature of business during the year under review.

37. Significant and material order passed by the Regulator or Court:

No order was passed by any regulator, court or tribunal impacting the going concern status and Companyâs operation in future during the year under review.

38. Disclosure in respect of Cost Records:

The Company has maintained the cost accounts and records respectively, as required under provisions of the Companies Act, 2013.

39. Compliance of applicable Secretarial Standards:

Pursuant to Clause 9 of Secretarial Standards on Meetings of Board of Directors, it is stated that the Company is compliant of applicable Secretarial Standards during the year.

40. Application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year under review - Neither any application was made nor any proceeding was pending in this regard.41. The details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions - No one time settlement.42. Acknowledgement:

Your Directors wish to convey their gratitude and place on record their deep appreciation for the co-operation and continued support received by the Company from Government, Customers, Shareholders, Vendors, Bankers and all other Stake Holders, as well as Employees at all levels during the year.

Mar 31, 2018

The Directors have the pleasure in presenting the 57^th Annual Report together with the Audited Financial Statements of Banco Products (India) Limited (âthe Companyâ) and its subsidiaries for the financial year ended on 31.03.2018.

1. OVERVIEW OF THE COMPANYâs PERFORMANCE :

Global economic situation improved in 2017 with all the major regions of the world experiencing an uptick in economic growth. The World Bank forecasts global economic growth to edge up to 3.1% in 2018 as the recovery in investment, manufacturing and trade continues and as commodity exporting developing economies benefit from firming of commodity prices.

For India, 2017-18 was a transformative year as the Government implemented GST from 01-July-2018 in order to achieve the long felt need for creating a single Indian market. The GST implementation was not without hiccups as there were challenges around clarity of rules and provisions which led to temporary disruption in the market, especially during the first half of the year. To its credit, the market did recover from these hiccups, adjusted itself to the new GST regime well and posted smart growth across all sectors in the second half of the year. The estimated GDP growth in India for the year 2017-18 was placed at 6.7% - lower than the last year, yet the highest in the world.

Besides GST implementation, Indian government took a slew of structural reforms such as steps towards resolution of NPA in banks and further liberalization of FDI. These reforms will certainly provide necessary impetus to long term economic growth of the country.

Automotive industry is the engine of economic growth in India. For the year 2017-18, all the segments of Indian automotive industry saw positive development. Two wheelers grew by 16%, Passenger cars by 5% and Commercial vehicles grew by 10% over last year reflecting strong economic environment and growing consumption in the country.

For your Company, the year 2017-18 was yet another good year. Sales grew by 22% (consolidated 12 %) while profit before tax expanded by 8 % (consolidated 20 %) over the previous year.

Our Company follows strategy to realize profitable growth and thus create sustainable value for the organization.

Government regulations, customer expectation and growing competition are pushing manufacturers to design and implement technological improvements in the products with ever reducing, âtime to marketâ. These are exactly the kind of challenges that our engineers thrive on. Customer is at the centre stage of all our initiatives. In close cooperation with our customers, we develop bespoke engineering solutions that are designed to deliver maximum efficiency under practical operating conditions. This innovation driven approach has helped us to establish and maintain leadership position as preferred engine cooling system provider to our customers in focus sectors such as Commercial Vehicles , Agricultural tractors, Off Highway equipments, Power generation and Railways .

We continue to expand our customer and product portfolio. During the year under review, your company accelerated product development initiatives and added new products for OEM, Replacement and Exports markets. Flexibility in the designing approach, speed in prototyping and in-house testing competence, helps us to shorten time to market significantly.

During the year under review, cooling modules developed by your company for BSIV compliant engines demonstrated their technological superiority through excellent field performance. The Indian industry is preparing itself to leapfrog to the global level of emission norms by 2020 (BS VI for CV, BS IV for Construction machinery and BS VI for 2 Wheelers). Your Company is closely collaborating with its leading customers to develop new generation engine cooling modules suitable for the emerging emission standards.

On the manufacturing front, our Company follows a vertically integrated approach. All the critical components are manufactured at our modern manufacturing plants located at Bhaili and Waghodia. During the year under review, our plants increased production output substantially to support sales growth of over 20%.

Increase in global prices of metals and commodities together with continued depreciation of Indian Rupee put pressure on the raw material cost development during the year. Your company with its relentless focus on cost initiated a number of operational excellence initiatives to improve efficiency and productivity besides implementing prudent financial discipline.

These measures have helped your organization deliver satisfactory top line and bottom line performance during the year under review, despite the challenges mentioned above.

2. FINANCIAL PERFORMANCE:

At a glance, the summarized Standalone and Consolidated results of your Company are given below:

(Rs. in Crores)

PARTICULARS	STANDALONE		CONSOLIDATED
	Year ended on 31.03.2018	Year ended on 31.03.2017	Year ended on 31.03.2018	Year ended on 31.03.2017
Total Turnover (net of excise)	602	495	1358	1217
Profit Before Taxation	147	137	169	141
Less: Tax Expenses	27	27	52	44
Profit After Tax	120	110	117	97
Add:Total Comprehensive Income Balance Brought forward from Previous Year	394	354	477	449
Profit available for Appropriation	514	464	594	546
Appropriations:
- T ransfer to General Reserve	-	-	-	-
- Interim Dividend Paid during the year	(30)	(36)	(30)	(36)
- Tax Paid on Interim Dividend	(00.15)	(5)	(2)	(4)
- Final Dividend	(29)	(29)	(29)	(29)
Balance Carried to Balance Sheet	455	394	533	477

3. DIVIDEND:

Your Directors had declared and paid Interim Dividend during the year at 210% i.e. Rs.4.20 per equity share of Rs. 2.00 each absorbing Rs.30 Crores as dividend and Rs.15 Lakhs Tax on Dividend (as per applicable provision under Section 115BBD of Income Tax Act) and have recommended final dividend at 290% i.e. Rs.5.80 per equity share of Rs.2.00 each for the financial year ended on 31.03.2018 as compared to Rs.9 per equity share of Rs.2.00 each (450%) during previous year.

The total dividend for the financial year ended 31st March, 2018 would accordingly be Rs.10/- per equity share of Rs.2.00 each i.e.500%.

4. RESERVE:

The Company has not transferred any amount to reserve.

5. OPERATIONS AND STATE OF AFFAIRS:

The Company continued its initiatives during the year, to upgrade technology and quality at its plants. As pioneers in the country, your company will invest in best in class technology and has lined up an accelerated investment plan to retain its technology leadership position.

Our Research and Development capabilities, including test equipments and design software are being improved in line with modern practices. Our R& D spend, during the year was placed at 00.9 % of turnover.

Sales and Profit for Banco Products (India) Ltd. stood at:

(Rs. In Crores)

Particulars	Year ended on	Year ended on
	31.03.2018	31.03.2017
Sales (Net)	602	495
Profit after Tax (PAT)	120	110

DOMESTIC SALES:

During the period under review, the Companyâs Domestic sales stood at Rs.451/- crores as against Rs.375/-crores in the previous year representing a robust 20% growth. We expanded our business both in OEM and Replacement market.

EXPORT SALES:

During the period under review, the Companyâs Export sales recovered to reach Rs.151/- crores as against Rs.120/- crores in the previous year, despite growing global competition.

Overall sales mix was placed at Domestic 75% (previous year 76%) and Export 25% (previous year 24%).

6. MANAGEMENTâS DISCUSSION AND ANALYSIS:

The Report on Managementâs Discussion and Analysis as required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âLODrâ) is included in this report as per Annexure âAâ.

7. CORPORATE SOCIAL RESPONSIBILITY:

The Company believed that it is vital for surrounding communities and stakeholders to progress with the Company.

In compliance with the requirements of Section 135 of the Act. read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Board of Directors have constituted a Corporate Social Responsibility Committee. The details of membership of the Committee & the meetings held are detailed in the Corporate Governance Report forming part of the Annual Report.

The contents of the CSR Policy of the Company as approved by the Board on the recommendation of the Corporate Social Responsibility Committee is available on the website of the Company as per the web link provided in the report on Corporate Social Responsibility Activities as per Annexure âBâ to this Report.

8. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE:

9. DIRECTORSâ RESPONSIBILITY STATEMENT:

In terms of Section 134(3) (c) of the Companies Act, 2013, your directors would like to state:

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

ii) that such accounting policies have been selected 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 for the year ended 31st March, 2018 and of the profit and loss of the Company for that period;

iii) that the proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 201 3, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

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

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

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

During the year Sagar Pandya was Company Secretary and Compliance Officer of the Company up to 08.11.2017. Shri Dinesh D Kavthekar was appointed as Company Secretary and Compliance Officer of the Company w.e.f. 16.12.2017.

Mrs. Himali Harnish Patel (DIN : 07081636) was re-appointed as Whole-time Director of the Company w.e.f 13.02.2018 for a further period of period of 3 years on the recommendation of the Nomination and Remuneration Committee subject to approval of members.

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 (âthe Actâ) and LODR.

In accordance with the provisions of the Act and rules made there under, Shri Samir K. Patel (DIN : 00161448), retires by rotation at the forth coming Annual General Meeting and being eligible offers himself for reappointment.

10.1 PERFORMANCE EVALUATION:

Pursuant to the provisions of the Act and LODR 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 requisite Committees.

10.2 POLICY ON DIRECTORSâ NOMINATION, APPOINTMENT AND REMUNERATION:

10.3 DISCLOSURE OF REMUNERATION PAID TO DIRECTORS:

The details of remuneration paid to the Directors is given in the Report on Corporate Governance.

11. NUMBER OF BOARD MEETINGS:

The details of 6 Board Meetings held during the financial year 2017 - 2018 are provided in the Report on Corporate Governance and forms part of this report.

12. AUDIT COMMITTEE:

The details regarding the Composition, power and role of Audit Committee are provided in Report on Corporate Governance and forms part of this report.

13. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations. To maintain these standards, the Company encourages its employees who have concerns about suspected misconduct to come forward and express their concerns without fear of punishment or unfair treatment. A Vigil Mechanism provides a channel to the employees and Directors to report to the management concerns about unethical behavior, actual or suspected fraud or violation of the Codes of Conduct or policy. The mechanism provides for adequate safeguards against victimization of employees and Directors to avail of the mechanism and also provides for direct access to the Chairman of the Company / Chairman of the Audit Committee in exceptional cases. The Vigil Mechanism / Whistle Blower Policy are available on Companyâs website at http://www.bancoindia.com/wp-content/uploads/2017/06/ Vigil Mechanism.pdf

14. RISK MANAGEMENT POLICY:

Pursuant to the requirement of LODR the Company has formed Risk Management Policy to ensure appropriate risk management within its systems and culture. The Company operates in a competitive environment and is generally exposed to various risks at different times such as technological risks, business risks, operational risks, financial risks, etc. The Board of Directors and the Audit Committee of the Company periodically review the Risk Management Policy of the Company so that the Management can control the risk through properly defined network.

The Company has a system based approach to business risk management backed by strong internal control systems.

The Corporate Governance Policy clearly lays down the roles and responsibilities of the various entities in relation to risk management. A range of responsibilities, from strategic to the operational is specified in the Governance Policy. These role definition, interalia are aimed at ensuring formulation of appropriate risk management policies and procedures, their effective implementation and independent monitoring and reporting by Internal Audit.

A strong independent Internal Audit Function at the corporate level carries out risk focused audits across all businesses, enabling identification of areas where risk managements processes may need to be improved. The Board reviews internal audit findings and provides strategic guidance on internal controls monitors the internal control environment within the Company and ensures that Internal Audit recommendations are effectively implemented.

The combination of policies and procedures adequately addresses the various risks associated with your Companyâs businesses.

15. CORPORATE GOVERNANCE:

Pursuant to LODR the Report on Corporate Governance forms an integral part of this Report. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of corporate governance is attached to the Report on Corporate Governance. The Company has paid the requisite Annual Listing Fees to the Stock Exchanges.

16. EXTRACT OF ANNUAL RETURN:

Pursuant to Section 92(3) of the Act, and Rule 12(1) of The Companies (Management and Administration) Rules, 2014, extract of Annual Return is attached as per Annexure âDâ to this Report.

17. AUDITORS:

17.1 STATUTORY AUDITORS:

M/s Manubhai & Shah LLP, Chartered Accountants , were appointed as Statutory Auditors by the Members of the Company at their Annual General Meeting to hold the Office upto conclusion of Annual General Meeting for the Financial Year ending on 31.03.2019. In line with the amended Section 139 91) of the Companies Act, , effective from May 2018, ratification of appointment of Auditors at every Annual General Meeting is not necessary.

17.2 INTERNAL AUDITORS:

Your Company has appointed M/s. Sharp & Tannan, Chartered Accountants, Vadodara as the Internal Auditors to carry out the Internal Audit of various operational areas of the Company.

17.3 SECRETARIAL AUDITORS:

Pursuant to the provisions of Section 204 of the Act, and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company has appointed M/s. J.J. Gandhi & Co., Practicing Company Secretaries. Vadodara as Secretarial Auditors of the Company. The Secretarial Audit Report for the Financial Year ended on 31.03.2018 is annexed herewith as per Annexure âEâ to this Report.

18. SUBSIDIARY COMPANIES:

18. 1 NEDERLANDSE RADIATEUREN FABRIEK B.V - NETHERLANDS:

18.2 LAKE MINERAL (MAURITIUS) LIMITED - MAURITIUS:

A Wholly Owned Subsidiary viz. Lake Mineral (Mauritius) Limited was incorporated during the year ended on 31.03.2012 and is in operation.

18.3 BANCO GASKETS (INDIA) LIMITED - VADODARA:

Pursuant to Section 129(3) of the Act, the statement containing the salient features of the financial statement of the Companyâs Subsidiaries is annexed as per Annexure âFâ to this Report.

The determination of Material Subsidiary is in compliance with LODR.

19. PARTICULARS OF EMPLOYEES:

The Statement of the details of employees covered under Rule 5(2) are provided in the Annual Report. The Annual Report is being sent excluding the aforesaid information. Such particulars shall be made available to any shareholder on a specific request made in writing by the shareholder.

20. RELATED PARTY TRANSACTIONS:

All transactions entered into with the Related Parties as defined under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, during the financial year ended on 31.03.2018 were in the ordinary course of business and on basis of arms length pricing and do not attract the provisions of Section 1 88 of the Companies Act, 201 3. Thus disclosure in form AOC 2 is not applicable.

All the Related Party Transactions are reviewed by the Audit Committee on quarterly basis and they have provided an omnibus approval for all Related Party Transactions which are within its purview.

The Board has approved a Policy on Related Party Transactions which has been uploaded on the Companyâs website at http://www.bancoindia.com/wp- content/uploads/2017/06/Policy_on_Related_Party_ Transactions.pdf

21. PARTICULARS OF LOANS GIVEN, GUARANTEES GIVEN AND INVESTMENTS MADE BY THE COMPANY:

The details pursuant to Section 186 of the Act, regarding investments made by the Company are given as per Annexure âHâ to this Report.

22. SHARE CAPITAL:

As on 31st March, 2018, the paid up equity share capital of your Company was Rs.14.30 crores. During the year under review, the Company has not issued any shares.

23. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 :

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

The summary of sexual harassment complaints received and disposed off during the financial year 2017 -2018 is as under:

-Number of Complaints Received : Nil

-Number of Complaints Disposed Off : Nil

24. DEPOSITS :

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

25. INSURANCE :

All the properties and insurable interests of the Company including buildings, plant and machineries and stocks, have been adequately insured.

26. INDUSTRIAL RELATIONS :

Overall industrial relations continued to be cordial. Your Directors place on record their appreciation for the continued support and co-operation of all the employees.

27. INTERNAL FINANCIAL CONTROL

The internal auditors conduct extensive audits throughout the year across all locations and across all functional areas and submit their reports to the Audit Committee of the Board of Directors.

28. DETAILS OF FRAUD REPORTING, IF ANY.

Neither any Fraud has been reported by auditors under Section 143 (12) of the Companies Act, 2013 nor there was any fraud reportable to the Central Government.

29. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

30. HUMAN RESOURCES

Many initiatives have been taken to support business through organizational efficiency and various employee engagement programmes which have helped the Organization achieve higher productivity levels. A significant effort has also been undertaken to develop leadership as well as technical/ functional capabilities in order to meet future talent requirement.

31. MATERIAL CHANGES AND COMMITMENTS

32. SAFETY, HEALTH AND ENVIRONMENT SAFETY

The Company has continuously exercised effective safety, health and environment policies. Water and air pollution control measures are successfully operated and industrial trade effluents are used for gardening. The tree plantation at the factory site is maintained properly and the same shall be duly taken care.

33. WEB LINKS

Web links related to various policies are available in the Corporate Governance Report.

34. CHANGE IN THE NATURE OF BUSINESS

There is no change in the nature of business during the year under review.

35. SIGNIFICANT AND MATERIAL ORDER PASSED BY THE REGULATOR OR COURT

No order was passed by any regulator, court or tribunal impacting the going concern status and Companyâs operation in future during the year under review.

36. DISCLOSURE IN RESPECT OF COST RECORDS :

The Company has maintained the accounts and records respectively, as required under provisions of the Companies Act, 2013.

37. COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS :

Pursuant to Clause 9 of Secretarial Standards on Meetings of Board of Directors, it is stated that the Company is compliant of applicable Secretarial Standards during the year.

38. ACKNOWLEDGEMENT:

Your Directors wish to convey their gratitude and place on record its deep appreciation for the co-operation and continued support received by the Company from Government, Customers, Shareholders, Vendors, Bankers and Employees at all levels during the year.

By the order of the Board,

Date : 06.08.2018 Mehul K. Patel - Chairman

Place: Bil (DIN : 01772099)

Mar 31, 2017

To,

The Members of

Banco Products (India) Limited

The Directors have pleasure in presenting the 56^th Annual Report together with the Audited Financial Statements of Banco Products (India) Limited (âthe Companyâ) and its subsidiaries for the financial year ended on 31.03.2017.

1. OVERVIEW OF THE COMPANYâS PERFORMANCE :

Global economy in the year 2016-17 was characterized by subdued growth and geopolitical uncertainties. In India, the economy witnessed some path breaking initiatives such as demonetization and passage of GST bill. Overall market in India showed signs of recovery in FY 2017, though there was a temporary slow down for a few months post November 2016, due to demonetization effect.

For your Company, the year 2016-17 was yet another good year. Sales grew by 3.7% (consolidated 7.5%) while profit before tax expanded by 31% (consolidated 17%) over the previous year.

Our strategy to create sustainable value for the organization is based on our focus on profitable growth. Customer is at the centre stage of all our initiatives. In close cooperation with our customers, we develop bespoke engineering solutions that are designed to deliver maximum efficiency under practical operating conditions. This innovation driven approach has helped us to establish and maintain leadership position as preferred engine cooling system provider to our customers in focus sectors such as Commercial Vehicles , Agricultural tractors, Off Highway equipments, Power generation and Railways .

We continue to expand our customer and product portfolio. During the year under review, your Company accelerated product development initiatives and added new products for OEM, Replacement and Exports markets. Flexibility in the designing approach, speed in prototyping and in-house testing competence, helps us to shorten time to market significantly. During the year under review, your Company successfully developed new cooling modules for BSIV compliant engines.

Your Company follows vertically integrated manufacturing approach. All the critical components are manufactured at our modern manufacturing plants located at Bhaili and Waghodia. During the year under review, our plants increased production output and initiated a number of continuous improvement initiatives to realize operations excellence.

At the same time, we continue our relentless focus on cost and follow prudent financial discipline to improve efficiency across various organizational processes and functions.

These measures have helped your organization deliver improved top line and bottom line performance during the year under review and have reaffirmed solidity of the strategy followed.

2. FINANCIAL PERFORMANCE :

At a glance, the summarized Standalone and Consolidated results of your Company are given below:

(Rs. in Crores)

PARTICULARS	STANDALONE		CONSOLIDATED
	Year ended on 31.03.2017	Year ended on 31.03.2016	Year ended on 31.03.2017	Year ended on 31.03.2016
Total Turnover	502	484	1,277	1,188
Profit Before Taxation	135	103	140	119
Add / (Less) : Provision for taxation	(29)	(22)	(47)	(35)
Deferred Tax Liability	1	1	3	6
Profit After Tax	107	82	96	90
Add : Balance brought forward from Previous Year	305	267	419	374
Profit available for Appropriation	412	349	515	464

Appropriations: - Transfer to General Reserve		(7)		(7)
- Interim Dividend Paid	(36)	(4)	(36)	(4)
- Tax Paid on Interim Dividend	(5)	-	(5)	-
- Proposed Final Dividend	-	(29)	-	(29)
- Provision For Tax on Proposed Final Dividend	-	(6)	-	(6)
- Provision write back	6	1	6	1
Balance Carried to Balance Sheet	377	304	480	419

3. DIVIDEND:

Your Directors had declared and paid Interim Dividend during the year at 250% i.e. Rs. 5/- per equity share of Rs.2.00 each absorbing Rs.35.76 Crores as dividend and Rs. 4.75 Crores as Tax on Dividend (as per applicable provision under Section 115BBD of Income Tax Act) and have recommended final dividend at 200% i.e. Rs.4/- per equity share of Rs.2.00 each for the financial year ended on 31.03.2017 as compared to Rs.4.60 per equity share (230%) during previous year.

The total dividend for the financial year ended 31st March, 2017 would accordingly be Rs.9/- per equity share of Rs.2.00 each i.e.450%.

4. RESERVE:

The Company has not transferred any amount to reserve.

5. OPERATIONS AND STATE OF AFFAIRS:

The Company undertook several initiatives during the year to upgrade technology and quality at its plants. We will accelerate investments in the coming year to meet future growth in demand.

Our Research and Development capabilities, including test equipments and design software are being improved in line with modern practices. Our R& D spend, during the year was placed at 0.91% of turnover.

Sales and Profit for Banco Products (India) Ltd. stood at:

(Rs. In Crores)

Particulars	Year ended on	Year ended on
	31.03.2017	31.03.2016
Sales (Net)	502	484
Profit after Tax (PAT)	107	82

DOMESTIC SALES:

During the period under review, the Companyâs Domestic sales stood at Rs. 382 crores as against Rs.338 crores in the previous year. We expanded our business both in OEM and Replacement market EXPORT SALES:

During the period under review, the Companyâs Export sales stood at Rs. 120 crores as against Rs.146 crores in the previous year. Slow growth in global markets, increasing competition, and delay in realization of some customer projects besides Foreign Exchange fluctuations led to underperformance in export markets.

Overall sales mix was placed at Domestic 76% (previous year 70%) and Export 24% (previous year 30%).

6. MANAGEMENT DISCUSSION AND ANALYSIS:

The Report on Management Discussion and Analysis as required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âLODRâ) is included in this report as per Annexure âAâ. Certain statements in this said report may be forward looking. Many factors may affect the actual results, which could be different from what the Directors envisage in terms of the future performance and outlook. The important factors that could influence the Companyâs operations include global and domestic demand and supply conditions affecting selling prices of finished goods, input availability and prices, changes in government regulations, tax laws, economic developments within the country and other factors.

7. CORPORATE SOCIAL RESPONSIBILITY:

The Company believed that it is vital for surrounding communities and stakeholders to progress with the Company.

8. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE:

9. DIRECTORSâ RESPONSIBILITY STATEMENT:

In terms of Section 134(3) (c) of the Companies Act, 201 3, your directors would like to state:

i) that in the preparation of the annual financial statements for the year ended 31 st March, 201 7, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

ii) that such accounting policies have been selected 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 for the year ended 31 st March, 2017 and of the profit and loss of the Company for that period;

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

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

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

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

During the year Shri Praveen Rao was appointed as Chief Executive Officer-CEO (Key Managerial Personnel) w.e.f. 12.11.2016 and re-designated as President - Sales and Marketing w.e.f. 27.04.2017. Accordingly he ceased to be Chief Executive Officer (Key Managerial Personnel) of the Company.

Further, Shri Rajendra Jayantilal Anandpara (DIN: 02461259) has been appointed as Additional Director to hold office upto the date of next Annual General Meeting and Managing Director of the Company w.e.f. 27.04.2017 for a period of 3 years on the recommendation of the Nomination and Remuneration Committee. All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 201 3 (âthe Actâ) and LODR.

In accordance with the provisions of the Act and rules made thereunder, Mrs. Himali Harnish Patel (DIN : 07081636), retires by rotation at the forth coming Annual General Meeting and being eligible offers herself for reappointment. Appropriate resolutions for the appointment/re-appointment of Directors as detailed above are being placed for your approval at the forthcoming Annual General Meeting.

10.1 PERFORMANCE EVALUATION:

10.2 POLICY ON DIRECTORSâ NOMINATION, APPOINTMENT AND REMUNERATION:

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy in relation to remuneration of Directors. The policy also lays down the criteria for selection and appointment of Directors, Senior Management and their remuneration. The detailed Remuneration Policy is stated in the Corporate Governance Report.

10.3 DISCLOSURE OF REMUNERATION PAID TO DIRECTORS:

The details of remuneration paid to the Directors is given in the Report on Corporate Governance.

11. NUMBER OF BOARD MEETINGS:

The details of 8 Board Meetings held during the financial year 201 6 - 2017 are provided in the Report on Corporate Governance and forms part of this report.

12. AUDIT COMMITTEE:

The details regarding the Composition, power and role of Audit Committee are provided in Report on Corporate Governance and forms part of this report.

13. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations. To maintain these standards, the Company encourages its employees who have concerns about suspected misconduct to come forward and express these concerns without fear of punishment or unfair treatment. A Vigil Mechanism provides a channel to the employees and Directors to report to the management concerns about unethical behavior, actual or suspected fraud or violation of the Codes of Conduct or policy. The mechanism provides for adequate safeguards against victimization of employees and Directors to avail of the mechanism and also provides for direct access to the Chairman of the Company / Chairman of the Audit Committee in exceptional cases. The Vigil Mechanism / Whistle Blower Policy are available on Companyâs website at http://www.bancoindia.com/wp-content/uploads/201 7/06/ Vigil_Mechanism.pdf

14. RISK MANAGEMENT POLICY:

Pursuant to the requirement of LODR, the Company has formed Risk Management Policy to ensure appropriate risk management within its systems and culture. The Company operates in a competitive environment and is generally exposed to various risks at different times such as technological risks, business risks, operational risks, financial risks etc. The Board of Directors and the Audit Committee of the Company periodically review the Risk Management Policy of the Company so that the Management can control the risk through properly defined network.

The Company has a system based approach to business risk management backed by strong internal control systems.

The Corporate Governance Policy clearly lays down the roles and responsibilities of the various entities in relation to risk management. A range of responsibilities, from strategic to the operational is specified in the Governance Policy. These role definition, interalia are aimed at ensuring formulation of appropriate risk management policies and procedures, their effective implementation and independent monitoring and reporting by Internal Audit.

A strong independent Internal Audit Function at the corporate level carries out risk focused audits across all businesses, enabling identification of areas where risk managements processes may need to be improved. The Board reviews internal audit findings and provides strategic guidance on internal controls, monitors the internal control environment within the Company and ensures that Internal Audit recommendations are effectively implemented.

The combination of policies and procedures adequately addresses the various risks associated with your Companyâs businesses.

15. CORPORATE GOVERNANCE:

16. EXTRACT OF ANNUAL RETURN:

Pursuant to Section 92(3) of the Act, and Rule 1 2(1) of The Companies (Management and Administration) Rules, 201 4, extract of Annual Return is annexed as per Annexure âDâ to this Report.

17. AUDITORS:

17.1 STATUTORY AUDITORS:

The Shareholders have approved the appointment of M/s. Manubhai & Shah LLP, Chartered Accountants, Ahmedabad as Statutory Auditor.

The proposal for ratification of appointment of M/s. Manubhai & Shah LLP, Chartered Accountants, Ahmedabad is included in the Notice of Annual General Meeting. They have confirmed their eligibility under section 141 of the Act, by furnishing requisite certificate as well as consent and the Rules framed thereunder for ratification as Auditor of the Company.

17.2 INTERNAL AUDITORS:

Your Company has appointed M/s. Sharp & Tannan, Chartered Accountants, Vadodara as the Internal Auditors to carry out the Internal Audit of various operational areas of the Company.

17.3 SECRETARIAL AUDITORS:

Pursuant to the provisions of Section 204 of the Act, and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company has appointed M/s. J.J. Gandhi & Co., Practising Company Secretaries, Vadodara as Secretarial Auditor of the Company. The Secretarial Audit Report is annexed herewith as per Annexure âEâ to this Report. The report is self-explanatory. The requisite explanation is provided in Report on Corporate Governance under the heading of Dematerialization of Shares as on 31.03.2017.

18. SUBSIDIARY COMPANIES:

18.1 NEDERLANDSE RADIATEUREN FABRIEK B.V - NETHERLANDS:

18.2 LAKE MINERAL (MAURITIUS) LIMITED - MAURITIUS:

A Wholly Owned Subsidiary viz. Lake Mineral (Mauritius) Limited and its subsidiary are in operations.

18.3 BANCO GASKETS (INDIA) LIMITED - VADODARA:

Pursuant to Section 129(3) of the Act, the statement containing the salient features of the financial statement of the Companyâs Subsidiaries is annexed as per Annexure âFâ to this Report.

The determination of Material Subsidiary is in compliance with LODR.

19. PARTICULARS OF EMPLOYEES:

The Statement pursuant to Section 197(12) of the Act, and Rule 5(1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 201 4 is annexed as per Annexure âGâ to this Report.

The information required under Section 197(12) of the Act, and Rule 5(2) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of various employees of the Company, forms part of this report as per Annexure âHâ.

20. RELATED PARTY TRANSACTIONS:

During the year certain transactions entered into with the Related Parties as defined under the Act and LODR during the financial year ended on 31.03.201 7 were in the ordinary course of business and on arms length basis and hence do not attract the provisions of Section 1 88 of the Companies Act, 2013.

During the year certain transactions entered into with the Related Parties as defined under the Companies Act and LODR during the financial year ended on 31.03.201 7 were on arms length basis but not in the ordinary course of business. Hence, the disclosure in form AOC 2 is given as âAnnexure Iâ.

All the Related Party Transactions are reviewed by the Audit Committee on quarterly basis and it has granted an omnibus approval for all Related Party Transactions which are within its purview.

There were no materially significant transactions with related parties during the financial year which were in conflict with the interest of the Company. Suitable disclosure as required by the Accounting Standards (AS18) has been made in the notes to the Financial Statements.

The Board has approved a Policy on Related Party Transactions which has been uploaded on the Companyâs website at http://www.bancoindia.com/wp-content/uploads/2017/06/Policy on Related Party_Transactions.pdf

Disclosure of Related Party Transactions are available in the Financial Statement.

21. PARTICULARS OF LOANS GIVEN, GUARANTEES GIVEN AND INVESTMENTS MADE BY THE COMPANY:

The details pursuant to Section 186 of the Act, regarding investments made by the Company are given as per Annexure âJâ to this Report.

22. SHARE CAPITAL:

As on 31st March, 2017, the paid up equity share capital of your Company was Rs.14.30 crores. During the year under review, the Company has not issued any shares.

23. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 :

The summary of sexual harassment complaints received and disposed off during the financial year 201 6 -2017 is as under:

- Number of Complaints Received : Nil

- Number of Complaints Disposed Off : Nil

24. DEPOSITS :

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

25. INSURANCE :

All the properties and insurable interests of the Company including buildings, plant and machineries and stocks, have been adequately insured.

26. INDUSTRIAL RELATIONS :

Overall industrial relation continued to be cordial. Your Directors place on record their appreciation for the continued support and co-operation of all the employees.

27. INTERNAL FINANCIAL CONTROL

The internal auditors conduct extensive audits throughout the year across all locations and across all functional areas and submit their reports to the Audit Committee of the Board of Directors.

28. DETAILS OF FRAUD REPORTING, IF ANY.

Neither any Fraud has been reported by auditors under Section 1 43 (12) of the Companies Act, 201 3 nor there was any fraud reportable to the Central Government.

29. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

30. HUMAN RESOURCES

Many initiatives have been taken to support business through organizational efficiency and various employee engagement programmes which have helped the Organization achieveing higher productivity levels. A significant effort has also been undertaken to develop leadership as well as technical/ functional capabilities in order to meet future talent requirement.

31. MATERIAL CHANGES AND COMMITMENTS

32. SAFETY, HEALTH AND ENVIRONMENT SAFETY

The tree plantation at the factory site is maintained properly and the same are being duly taken care of.

33. WEB LINKS

Web links related to various policies are available in the Corporate Governance Report.

34. CHANGE IN THE NATURE OF BUSINESS

There is no change in the nature of business during the year under review.

35. SIGNIFICANT AND MATERIAL ORDER PASSED BY THE REGULATOR OR COURT

No order was passed by any regulator, court or tribunal impacting Companyâs operation in future during the year under review.

36. ACKNOWLEDGEMENT :

By the order of the Board,

Date : 31.07.2017 Mehul K. Patel - Chairman

Place: Bil (DIN : 01772099)

Mar 31, 2016

To,

The Members of

Banco Products (India) Limited

The Directors have the pleasure in presenting the 55^th Annual Report together with the Audited Financial Statements of Banco Products (India) Limited (âthe Companyâ) and its subsidiaries for the financial year ended on 31.03.2016.

1. OVERVIEW OF THE COMPANY :

Banco Products (India) Limited has delivered solid sales growth by virtue of executing a sound business strategy. It continues to deliver strong delivery performance in all business segments, especially to various esteemed Original Equipment Clients, by designing, developing and supplying various complex Engine cooling modules, Radiators, Charged Air Coolers and Oil Coolers. By virtue of its excellent product development capability and track-record, the Company has become a preferred supplier to many prestigious Original Equipment Manufacturers who have a global standing. The Company has undertaken many initiatives to create significant value to its customers as well as to other stakeholders. The Company has continued to strengthen its market position by adding more OEM customers in sectors like on-highway and off-highway segments, power generation, farm equipment and construction machinery. In spite of turbulence in global economies and currency markets, the Company has succeeded in improving earnings by prudent management initiatives.

2. FINANCIAL PERFORMANCE :

At a glance, the summarized Standalone and Consolidated results of your Company are given below:

(Rs. in crores)

PARTICULARS	STANDALONE		CONSOLIDATED
	Year ended on 31.03.2016	Year ended on 31.03.2015	Year ended on 31.03.2016		Year ended on 31.03.2015
Total Turnover	484	410	1,188	1,112
Profit Before Taxation	103	54	119	113
Less: Provision for taxation	22	11	35	27
Deferred Tax Liability	(1)	1	(6)	(2)
Profit After Tax	82	42	90	88
Add : Balance brought forward from Previous Year	267	255	374	316
Profit available for Appropriation	349	297	464	404
Appropriations: - Transfer to General Reserve	7	7	7	7
- Interim Dividend Paid	4	4	4	4
- Tax Paid on Interim Dividend	-	-	-	-
- Proposed Final Dividend	29	18	29	18
- Provision For Tax on Proposed	6	1	6	1
Final Dividend - Provision write back	(1)		(1)
Balance Carried to Balance Sheet	304	267	419	374

3. DIVIDEND :

Your Directors had declared and paid Interim Dividend during the year at 30% i.e. Rs. 0.60 per equity share of Rs. 2.00 each absorbing Rs. 4.29 crores as dividend and Rs. Nil as Tax on Dividend (as per applicable provision under Section 11 5BBD of Income Tax Act) and have recommended final dividend at 200% i.e. Rs. 4/- per equity share of Rs. 2.00 each absorbing Rs. 28.61 crores as dividend and provision of Rs. 5.82 crore as Tax on Dividend for the financial year ended on 31.03.2016 as compared to Rs. 3.00 per equity share (150%) during previous year.

The total dividend for the financial year ended 31^st March, 2016 would accordingly be Rs. 4.60 per equity share of Rs. 2.00 each i.e. 230%.

4. RESERVE :

The Company has transferred Rs. 7/- crores to reserves.

5. OPERATIONS AND STATE OF AFFAIRS :

The Company has sound manufacturing facilities which have been further upgraded to manufacture complex cooling modules with higher quality standards. Furthermore, new Research and Development building extension together with investment in equipment, software for development of advanced future engine cooling products will strengthen Companyâs capabilities to take on global supply projects for international OEMs and other automotive customers and further widen scope of customer base.

During the year, the Sales and Profit stood at:

(Rs. In Crores)

Particulars	Year ended on	Year ended on
	31.03.2016	31.03.2015
Sales (Net)	484	410
Profit after Tax (PAT)	82	42

DOMESTIC SALES :

During the period under review, the Companyâs Domestic sales stood at Rs. 338 crores as against Rs. 279 crores in the previous year.

EXPORT SALES :

During the period under review, the Companyâs Export sales stood at Rs. 146 crores as against Rs. 131 crores in the previous year.

Overall sales mix remains as Domestic 70% (previous year 68%) and Export 30% (previous year 32%).

6. MANAGEMENTâS DISCUSSION AND ANALYSIS :

The Report on Managementâs Discussion and Analysis as required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âLODRâ) is included in this report as per Annexure âAâ. Certain statements in this said report may be forward looking. Many factors may affect the actual results, which could be different from what the Directors envisage in terms of the future performance and outlook. The important factors that could influence the Companyâs operations include global and domestic demand and supply conditions affecting selling prices of finished goods, input availability and prices, changes in government regulations, tax laws, economic developments within the country and other factors.

7. DIRECTORSâ RESPONSIBILITY STATEMENT :

In terms of Section 1 34(3)(c) of the Companies Act, 2013, your directors would like to state :

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

ii) that such accounting policies have been selected 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 for the year ended 31^st March, 2016 and of the profit and loss of the Company for that period;

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

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

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

8. DIRECTORS AND KEY MANAGERIAL PERSONNEL :

During the year Shri Kiran Kumar Shetty resigned as Whole time Director of your Company with effect from

16.01.2016 and Shri Deepkumar Vaghela resigned as Company Secretary and Compliance Officer with effect from 07.10.2015. Further, Shri Subhasis Dey was appointed as Additional and Managing Director of the Company with effect from 06.11.2015 for a period of 3 years and Shri Sagar Pandya was appointed as Company Secretary and Compliance Officer with effect from 06.11.201 5 on the recommendation of the Nomination & Remuneration Committee.

Shri Subhasis Dey has resigned as Managing Director w.e.f. 30.04.2016

The Board expresses its appreciation for the contribution and services rendered by Shri Kiran Kumar Shetty and Shri Subhasis Dey the Directors, during their tenure.

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 201 3 (âthe Actâ) and LODR.

In accordance with the provisions of the Act and rules made thereunder, Shri Mehul K. Patel (DIN : 01772099) retires by rotation at the forth coming Annual General Meeting and being eligible offers himself for reappointment.

8.1 PERFORMANCE EVALUATION :

8.2 POLICY ON DIRECTORSâ NOMINATION, APPOINTMENT AND REMUNERATION :

8.3 DISCLOSURE OF REMUNERATION PAID TO DIRECTORS :

The details of remuneration paid to the Directors is given in the Report on Corporate Governance.

9. NUMBER OF BOARD MEETINGS :

The details of five Board Meetings held during the financial year 2015 - 201 6 are provided in the Report on Corporate Governance and forms part of this report.

10. AUDIT COMMITTEE :

The details regarding the Composition, power and role of Audit Committee are provided in Report on Corporate Governance and forms part of this report.

11. RELATED PARTY TRANSACTIONS :

All transactions entered into with the Related Parties as defined under the Act and LODR during the financial year ended on 31.03.201 6 were in the ordinary course of business and on basis of arms length basis and hence do not attract the provisions of Section 188 of the Companies Act, 2013. Thus disclosure in form AOC 2 is not applicable.

All the Related Party Transactions are reviewed by the Audit Committee on quarterly basis and they have provided an omnibus approval for all Related Party Transactions which are in ordinary course of business and on arms length basis.

The Board has approved a Policy on Related Party Transactions which has been uploaded on the Companyâs website at www.bancoindia.com/pdf/Policy on Related Party Transactions.pdf.

Disclosure of Related Party Transactions are available in Note No.32 to the Financial Statement.

12. VIGIL MECHANISM / WHISTLE BLOWER POLICY :

The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations. To maintain these standards, the Company encourages its employees who have concerns about suspected misconduct to come forward and express these concerns without fear of punishment or unfair treatment. A Vigil Mechanism provides a channel to the employees and Directors to report to the management concerns about unethical behavior, actual or suspected fraud or violation of the Codes of Conduct or policy. The mechanism provides for adequate safeguards against victimization of employees and Directors to avail of the mechanism and also provides for direct access to the Chairman of the Company / Chairman of the Audit Committee in exceptional cases. The Vigil Mechanism / Whistle Blower Policy are available on Companyâs website at www.bancoindia.com/pdf/Vigil Mechanism.pdf.

13. RISK MANAGEMENT POLICY :

The Company has a system based approach to business risk management backed by strong internal control systems.

The Corporate Governance Policy clearly lays down the roles and responsibilities of the various entities in relation to risk management. A range of responsibilities, from strategic to the operational is specified in the Governance Policy. These role definition, interalia are aimed at ensuring formulation of appropriate risk management policies and procedures, their effective implementation and independent monitoring and reporting by Internal Audit.

A strong independent Internal Audit Function at the corporate level carries out risk focused audits across all businesses, enabling identification of areas where risk managements processes may need to be improved. The Board reviews internal audit findings and provides strategic guidance on internal controls, monitors the internal control environment within the Company and ensures that Internal Audit recommendations are effectively implemented.

The combination of policies and procedures adequately addresses the various risks associated with your Companyâs businesses.

14. CORPORATE GOVERNANCE :

15. CORPORATE SOCIAL RESPONSIBILITY :

The Company believed that it is vital for surrounding communities and stakeholders to progress with the Company.

16. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE :

17. PARTICULARS OF EMPLOYEES :

The Statement pursuant to Section 197(12) of the Act, and Rule 5(1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2015 as per Annexure âGâ to this Report.

18. EXTRACT OF ANNUAL RETURN :

Pursuant to Section 92(3) of the Act, and Rule 1 2(1) of The Companies (Management and Administration) Rules, 201 4, extract of Annual Return as per Annexure âDâ to this Report.

19. PARTICULARS OF LOANS GIVEN, GUARANTEES GIVEN AND INVESTMENTS MADE BY THE COMPANY :

The details pursuant to Section 186 of the Act, regarding loans given, guarantees and investments made by the Company are given in the Financial Statement.

20. AUDITORS :

20.1 STATUTORY AUDITORS :

The Shareholders have approved the appointment of M/s. Manubhai & Shah, Chartered Accountants, Ahmadabad as Statutory Auditor. The Company has received an intimation from the aforesaid firm about its conversion into LLP under name & style of M/s. Manubhai & Shah LLP, during the year.

The proposal for ratification of appointment of M/s. Manubhai & Shah LLP, Chartered Accountants, Ahmadabad is included in the Notice of Annual General Meeting. They have confirmed their eligibility under section 141 of the Act, by furnishing requisite certificate as well as consent and the Rules framed there under for ratification as Auditor of the Company.

20.2 INTERNAL AUDITORS :

Your Company has appointed M/s. Sharp & Tannan, Chartered Accountants, Vadodara as the Internal Auditors to carry out the Internal Audit of various operational areas of the Company.

20.3 SECRETARIAL AUDITORS :

Pursuant to the provisions of Section 204 of the Act, and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company has appointed M/s. J.J. Gandhi & Co., Practicing Company Secretaries, Vadodara as Secretarial Auditor of the Company. The Secretarial Audit Report is annexed herewith as per Annexure âEâ to this Report. The report is self-explanatory. The requisite explanation is provided in Report on Corporate Governance under the heading of Dematerialization of Shares as on 31.03.2016.

21. SUBSIDIARY COMPANIES :

21.1 NEDERLANDSE RADIATEUREN FABRIEK B.V - NETHERLANDS :

21.2 LAKE MINERAL (MAURITIUS) LIMITED - MAURITIUS :

A Wholly Owned Subsidiary viz. Lake Mineral (Mauritius) Limited was incorporated during the year ended on 31.03.2012 and is in operation.

21.3 BANCO GASKETS (INDIA) LIMITED - VADODARA :

Pursuant to Section 129(3) of the Act, the statement containing the salient features of the financial statement of the Companyâs Subsidiaries is annexed as per Annexure âFâ to this Report.

The determination of Material Subsidiary is in compliance with LODR.

22. SHARE CAPITAL :

As on 31^st March, 2016, the paid up equity share capital of your Company was Rs. 14.30 crores. During the year under review, the Company has not issued any shares.

23. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 :

The summary of sexual harassment complaints received and disposed off during the financial year 201 5 -2016 is as under:

- Number of Complaints Received : Nil

- Number of Complaints Disposed Off : Nil

24. DEPOSITS :

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

25. INSURANCE :

All the properties and insurable interests of the Company including buildings, plant and machineries and stocks, have been adequately insured.

26. INDUSTRIAL RELATIONS :

Overall industrial relation continued to be cordial. Your Directors place on record their appreciation for the continued support and co-operation of all the employees.

27. INTERNAL FINANCIAL CONTROL

The Company has appropriate internal financial control systems and procedures in place with regard to effective utilization of resources, efficiency in operation, financial reporting and compliance with various rules and regulations and keeping in view the organizationâs pace of growth and increasing areas of operations. The internal auditors conduct extensive audits throughout the year across all locations and across all functional areas and submit their reports to the Audit Committee of the Board of Directors.

28. DETAILS OF FRAUD REPORTING, IF ANY.

Neither any Fraud has been reported by auditors under Section 1 43 (12) of the Companies Act, 201 3 nor there was any fraud reportable to the Central Government.

29. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

30. HUMAN RESOURCES

A significant effort has also been undertaken to develop leadership as well as technical/ functional capabilities in order to meet future talent requirement.

The Company''s HR processes such as hiring, fair transparent online performance evaluation and talent management process, state-of-the-art workmen development process and market aligned policies have been seen as benchmark practices in the Industry.

31. MATERIAL CHANGES AND COMMITMENTS

32. SAFETY, HEALTH AND ENVIRONMENT SAFETY

33. WEB LINKS

Web links related to various policies are available in the Corporate Governance Report.

34. CHANGE IN THE NATURE OF BUSINESS

There is no change in the nature of business during the year under review.

35. SIGNIFICANT AND MATERIAL ORDER PASSED BY THE REGULATOR OR COURT

No order was passed by any regulator, court or tribunal impacting Company''s operation in future during the year under review.

36. ACKNOWLEDGEMENT :

By the order of the Board, Date :01.08.2016

Mehul K. Patel - Chairman

Place: Bil (DIN : 01772099)

Mar 31, 2015

The Members of

Banco Products (India) Limited

The Directors have the pleasure in presenting the 54th Annual Report together with the Audited Financial Statements of Banco Products (India) Limited ("the Company") and its subsidiaries for the financial year ended on 31.03.2015.

1. OVERVIEW OF THE COMPANY :

Banco Products (India) Limited has delivered robust performance to its customers, especially to various esteemed Original Equipment Manufacturers, by designing, developing and supplying various engine cooling modules and individual Radiators, Charged Air Coolers and Oil Coolers. By virtue of excellent product development track-record, the company has become a preferred supplier to most prestigious OEMs who have a global standing. The Company has undertaken many initiatives to create significant value to its customers as well as to other stakeholders. The company has continued to solidify its market position by almost doubling its OEM customer count in sectors like power, agricultural and construction equipment. In spite of turbulence in foreign economies and currency markets, the company has managed to maintain stable earnings in the last financial year and has created a solid foundation of enhanced growth whenever Indian manufacturing industry picks up. The company has also taken significant successful initiatives in improving its market share of radiators for the domestic aftermarket.

During the financial year 2014-15, the Company witnessed a downward momentum in Foreign Exchange, especially in third and fourth quater, which affected the overall results during the year.

2. FINANCIAL PERFORMANCE :

At a glance, the summarized Standalone and Consolidated results of your Company are given below:

(Rs. in Crores)

PARTICULARS STAND ALONE CONSOLIDATED

Year ended on Year ended on Year ended on Year ended on 31.03.2015 31.03.2014 31.03.2015 31.03.2014

Total Turnover 410 438 1112 1144

Profit Before Taxation 54 83 113 122

Less:

Provision for taxation 11 17 27 30

Deferred Tax Liability 1 (1) (2) 2

Profit After Tax 42 67 88 90

Add:

Balance brought forward from Previous Year 255 208 316 245

Profit available for Appropriation 297 275 404 335

Appropriations:

- Transfer to General Reserve 7 7 7 7

- Interim Dividend Paid 4 12 4 12

- Tax Paid on Interim Dividend - - - -

- Proposed Final Dividend 18 2 18 2

- Provision For Tax on Proposed 1 (1) 1 (1)

Final Dividend

Balance Carried to Balance Sheet 267 255 374 315

3. DIVIDEND :

Your Directors had declared and paid Interim Dividend during the year at 25% i.e. Rs. 0.50 per equity share of Rs. 2.00 each absorbing Rs. 4 crores as dividend and Rs. Nil as Tax on Dividend (as per applicable provision under Section 115BBD of Income Tax Act) and have decided to recommend final dividend at 125% i.e. Rs. 2.50 per equity share of Rs. 2.00 each absorbing Rs. 18 crores as dividend and provision of Rs. 1 crore as Tax on Dividend (as per applicable provision under Section 115BBD of Income Tax Act) for the financial year ended on 31.03.2015 as compared to Rs. 2.00 per equity share (100%) in previous year.

The total dividend for the financial year ended 31st March, 2015 would accordingly be Rs. 3.00 per equity share of Rs. 2.00 each i.e. 150%.

4. RESERVE :

The Company proposes to carry Rs. 7 crores to reserves.

5. OPERATIONS :

The Company has sound manufacturing facilities which have been further upgraded to manufacture complex cooling modules with higher quality standards. Furthermore, new Research and Development building extension together with investment in equipment, software for development of advanced future engine cooling products will strengthen company's capabilities to take on global supply projects for international OEMs and other automotive customers and further widen scope of customer base.

During the year, the Sales and Profit stood at :

(Rs. In Crores

Particulars Year ended on Year ended on 31.03.2015 31.03.2014

Sales (Net) 410 438

Profit after Tax (PAT) 42 67

DOMESTIC SALES :

For the year under review, the Company's Domestic sales stood at Rs. 279 crores as against previous year of Rs. 284 crores.

EXPORT SALES :

For the year under review, the Company's Export sales stood at Rs. 131 crores as against previous year of Rs. 154 crores.

Overall sales mix remains as Domestic 68% (previous year 65%) and Export 32% (previous year 35%).

6. MANAGEMENT'S DISCUSSION AND ANALYSIS :

The Report on Management's Discussion and Analysis as required under the Listing Agreement is included in this report as Annexure "A". The certain statements in this said report may be forward looking. Many factors may affect the actual results, which could be different from what the Directors envisage in terms of the future performance and outlook. The important factors that could influence the Company's operations include global and domestic demand and supply conditions affecting selling prices of finished goods, input availability and prices, changes in government regulations, tax laws, economic developments within the country and other factors.

7. DIRECTORS' RESPONSIBILITY STATEMENT :

In terms of Section 134(3)(c) of the Companies Act, 2013, your directors would like to state :

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

ii) that such accounting policies have been selected 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 for the year ended 31st March, 2015 and of the profit and loss of the Company for that period;

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

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

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

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

8. DIRECTORS AND KEY MANAGERIAL PERSONNEL :

During the year, Shri Sudesh K. Duggal and Shri Atul G. Shroff resigned as an Independent Director of your Company with effect from 23rd September, 2014 and 12th January, 2015 respectively. Further, Shri Vimal K. Patel resigned as the Chairman of the Company with effect from 1st October, 2014 and Shri Shailesh A. Thakker as Executive Director & CFO with effect from 24th September, 201 4. The Board expresses its appreciation for the contribution and services rendered by the Directors, during their tenure.

The Board of Directors had on the recommendation of the Nomination & Remuneration Committee appointed Shri Devesh A. Pathak and Shri Udayan P. Patel as an Additional Non-Executive Directors of the Company in the category of Independent Directors with effect from 13th February, 2015 for a period of 5 years. All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

In accordance with the applicable provisions of the Companies Act, 2013 and Rules made thereunder, Shri Samir K. Patel retires by rotation at the forth coming Annual General Meeting and being eligible offers himself for reappointment.

The Board of Directors had on the recommendation of the Nomination & Remuneration Committee appointed Mrs. Himali H. Patel as the Whole time Director and Chief Financial Officer with effect from 13th February, 2015 to 12th February, 2018 for a period of 3 years. Also, Shri Deep Vaghela had been appointed as the Company Secretary with effect from 13th February, 2015 in place of previous Company Secretary.

The proposal for appointment of Shri Devesh A. Pathak and Shri Udayan P. Patel as an Independent Directors and Mrs. Himali H. Patel as the Whole time Director and Chief Financial Officer at the forthcoming Annual General Meeting is included in the Notice. There is no reappointment of any other Independent Director.

8.1 BOARD EVALUATION :

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

The evaluation have been carried out with a well structured questionnaires taking into consideration various aspects and roles of the Board and its Committees. The Board of Directors expressed their satisfaction with the evaluation process.

8.2 POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION :

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy in relation to remuneration of Directors. The policy also laid down the criteria for selection and appointment of Directors, Senior Management and their remuneration. The detailed Remuneration Policy is stated in the Corporate Governance Report.

8.3 DISCLOSURE OF COMMISSION TO MANAGING OR WHOLE-TIME DIRECTOR :

Pursuant to Section 197(14) of the Companies Act, 2013, disclosure of Commission paid to Managing Director or Whole time Director is given in the Note No. 5(b) of the Report on Corporate Governance.

9. NUMBER OF BOARD MEETINGS :

The details of eight Board Meetings held during the financial year 2014 - 2015 forms part of the Corporate Governance Report.

10. AUDIT COMMITTEE :

The details regarding the Composition, power and role of Audit Committee forms part of the Corporate Governance Report.

11. RELATED PARTY TRANSACTIONS :

All transactions entered into with the Related Parties as defined under the Companies Act, 2013 and Clause 49 of the Listing Agreement during the financial year ended on 31.03.2015 were in the ordinary course of business and on basis of arms length pricing and do not attract the provisions of Section 188 of the Companies Act, 2013. Thus disclosure in form AOC 2 is not applicable.

All the Related Party Transactions are reviewed by the Audit Committee on quarterly basis and they provide an omnibus approval for all Related Party T ransactions which are in ordinary course of business and on arms length basis.

There were no materially significant transactions with related parties during the financial year which were in conflict with the interest of the Company. Suitable disclosure as required by the Accounting Standards (AS18) has been made in the notes to the Financial Statements.

The Board has approved a Policy on Related Party Transactions which has been uploaded on the Company's website.

12. VIGIL MECHANISM / WHISTLE BLOWER POLICY :

The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations. To maintain these standards, the Company encourages its employees who have concerns about suspected misconduct to come forward and express these concerns without fear of punishment or unfair treatment. A Vigil Mechanism provides a channel to the employees and Directors to report to the management concerns about unethical behavior, actual or suspected fraud or violation of the Codes of Conduct or policy. The mechanism provides for adequate safeguards against victimization of employees and Directors to avail of the mechanism and also provide for direct access to the Chairman of the Company / Chairman of the Audit Committee in exceptional cases. The Vigil Mechanism / Whistle Blower Policy are there on company's website.

13. RISK MANAGEMENT POLICY :

Pursuant to the requirement of Clause 49 of the Listing Agreement, the Company has formed Risk Management Policy to ensure appropriate risk management within its systems and culture. The Company operates in a competitive environment and is generally exposed to various risks at different times such as technological risks, business risks, operational risks, financial risks, etc. The Board of Directors and the Audit Committee of the Company periodically reviews the Risk Management Policy of the Company so that the Management controls the risk through properly defined network.

The Company has a system based approach to business risk management backed by strong internal control systems.

The Corporate Governance Policy clearly lays down the roles and responsibilities of the various entities in relation to risk management. A range of responsibilities, from strategic to the operational is specified in the Governance Policy. These role definition, interalia are aimed at ensuring formulation of appropriate risk management policies and procedures, their effective implementation and independent monitoring and reporting by Internal Audit.

A strong independent Internal Audit Function at the corporate level carries out risk focused audits across all businesses, enabling identification of areas where risk managements processes may need to be improved. The Board reviews internal audit findings, and provided strategic guidance on internal controls, monitors the internal control environment within the Company and ensures that Internal Audit recommendations are effectively implemented.

The combination of policies and procedures adequately addresses the various risks associated with your Company's businesses.

14. CORPORATE GOVERNANCE :

Pursuant to Clause 49 of the Listing Agreement entered into with the Stock Exchanges, the Report on Corporate Governance forms an integral part of this Report. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of corporate governance is attached to the Report on Corporate Governance. The Company has paid the requisite Annual Listing Fees to the Stock Exchanges.

15. CORPORATE SOCIAL RESPONSIBILITY :

The Company believes that it is vital for surrounding communities and stakeholders to progress with the Company.

Pursuant to Section 135 of the Companies Act, 2013, and relevant rules and regulations, the report on Corporate Social Responsibility Activities is annexed at Annexure "B" to this Report.

16. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE :

In accordance with the provisions of Section 134(3)(m) of the Companies Act, 2013 read with rule 8 of The Companies (Accounts) Rules, 2014, the relevant information pertaining to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo is annexed as Annexure "C" to this Report.

17. PARTICULARS OF EMPLOYEES :

The Statement pursuant to Section 197(12) of the Companies Act, 2013 and Rule 5(1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2015 is annexed as Annexure "G" to this Report.

The information required under Section 197(12) of the Companies Act, 2013 and Rule 5(2) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of various employees of the Company, forms part of this report as Annexure "H".

18. EXTRACT OF ANNUAL RETURN :

Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of The Companies (Management and Administration) Rules, 2014, extract of Annual Return is annexed as Annexure "D" to this Report.

19. PARTICULARS OF LOANS GIVEN, GUARANTEES GIVEN AND INVESTMENTS MADE BY THE COMPANY :

The details pursuant to Section 186 of the Companies Act, 2013 regarding loans given, guarantees and investments made by the Company are given in the Notes No. 13, 17 and 32(c) to the Financial Statement.

20. AUDITORS :

20.1 STATUTORY AUDITORS :

The proposal for ratification of appointment of M/s. Manubhai & Shah, Chartered Accountants, Ahmedabad is included in the Notice of Annual General Meeting. They have confirmed their eligibility under section 141 of the Companies Act, 2013 and the Rules framed thereunder for ratification as Auditor of the Company.

20.2 INTERNAL AUDITORS :

Your Company has appointed M/s. Sharp & Tannan, Chartered Accountants, Baroda as the Internal Auditors to carry out the Internal Audit of various operational areas of the Company.

20.3 SECRETARIAL AUDITORS :

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company has appointed M/s. J.J. Gandhi & Co., Practising Company Secretaries as Secretarial Auditors of the Company. The Secretarial Audit Report is annexed herewith as Annexure "E" to this Report. The report is self-explanatory and do not call for any further comments.

21. SUBSIDIARY COMPANIES :

21.1 NEDERLANDSE RADIATEUREN FABRIEK B.V - NETHERLANDS :

Nederlandse Radiateuren Fabriek B.V, Netherlands, and its subsidiaries, are engaged in the business of manufacturing and distribution of heat transfer products. During the year, the Company has taken many initiatives in the areas of productions, marketing, distribution and other operational areas. We expect that these initiatives will yield results in time to come and result in improvement in the performance.

21.2 LAKE MINERAL (MAURITIUS) LIMITED - MAURITIUS :

A Wholly Owned Subsidiary viz. Lake Mineral (Mauritius) Limited was incorporated during the year ended on 31.03.2012 and is in operations.

21.3 BANCO GASKETS (INDIA) LIMITED - VADODARA :

In terms of the requisite approvals of Shareholders, the Gasket Divisions of the Company was transferred to its Wholly Owned Subsidiary Company viz. Banco Gaskets (India) Limited with effect from 31.03.2012 and is in operations.

Pursuant to Section 129(3) of the Companies Act, 2013 the statement containing the salient feature of the financial statement of the Company's Subsidiaries is annexed as Annexure "F" to this Report.

The determination of Material Subsidiary is in compliance with Listing Agreement.

22. SHARE CAPITAL :

As on 31st March, 2015, the paid up equity share capital of your Company was ' 14.30 crores. During the year under review, the Company has not issued any shares.

23. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 :

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

The summary of sexual harassment complaints received and disposed off during the financial year 2014 - 2015 is as under:

- Number of Complaints Received : Nil

- Number of Complaints Disposed Off : Nil

24. PUBLIC DEPOSITS :

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

25. INSURANCE :

All the properties and insurable interests of the Company including buildings, plant and machineries and stocks, have been adequately insured.

26. INDUSTRIAL RELATIONS :

Overall industrial relations continued to be cordial. Your Directors place on record their appreciation for the continued support and co-operation of all the employees.

27. ACKNOWLEDGEMENT :

Your Directors wish to convey their gratitude and place on record its deep appreciation for the co-operation and continued support received by the Company from Customers, Shareholders, Vendors, Bankers and Employees at all levels during the year.

By Order of the Board,

Date : 04.07.2015 Kiran Kumar Shetty Himali H. Patel

Place : Bil Director Director

(DIN 03129699) (DIN 07081636)

Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the 53rd Annual Report together with the Audited Statement of Accounts for the Year ended 31.03.2014.

1. FINANCIAL RESULTS :

(Rs. in Crores)

Particulars Stand alone

Year ended on Year ended on Year ended on 31.03.2013 31.03.2014

Total Turnover 438 438

Profit Before Taxation 83 48

Less: Provision for taxation 17 11

Deferred Tax Liability -1 2

Profit After Tax 67 35

Add:

Balance brought forward from previous year 208 194

Profit available for appropriation. 275 229

Appropriations:

- Transfer to General Reserve 7 6

- Interim Dividend Paid 12 -

- Tax Paid on Interim Dividend - -

- Proposed Final Dividend 2 13

- Provision For Tax on Proposed Final Dividend -1 2

Balance Carried to Balance Sheet 255 208

Particulars Consolidated

Year ended on Year ended on 31.03.2014 31.03.2013

Total Turnover 1144 1008

Profit Before Taxation 122 82

Less: Provision for taxation 30 18

Deferred Tax Liability 2 3

Profit After Tax 90 61

Add:

Balance brought forward from previous year 245 205

Profit available for appropriation. 335 266

Appropriations:

- Transfer to General Reserve 7 6

- Interim Dividend Paid 12 -

- Tax Paid on Interim Dividend - -

- Proposed Final Dividend 2 13

- Provision For Tax on Proposed Final Dividend -1 2

Balance Carried to Balance Sheet 315 245

2. DIVIDEND :

The Board, had declared and paid interim dividend during the year of Rs.1.70 Per Equity Share (85%) and has decided to recommend final dividend at 15% i.e. Rs. 0.30 per Equity Share of Rs. 2.00 each for the Financial Year ended on 31.03.2014 as compared to Rs. 1.80 Per Equity Share (90%) previous year. Accordingly the total dividend for the financial year ended 31st March, 2014 declared/recommended is Rs. 2.00 per share of face of Rs. 2.00 each ie. 100%.

3. MANAGEMENT'S DISCUSSION AND ANALYSIS :

The Report on Management Discussion and Analysis as required under the Listing Agreement is included in this report as Annexure - A. Certain statements in this said report may be forward looking. Many factors may affect the actual results, which could be different from what the Directors envisage in terms of the future performance and outlook.

4. OPERATIONS :

The Company has sound manufacturing facilities which have been constantly upgraded and are supported by sophisticated Research and Development facilities for new projects or models OEM and other customers come up with.

Given below are the Financial figures.

(Rs. In Crores)

Year ended on Year ended on 31.03.2014 31.03.2013

Sales (Net) 438 438

PAT 67 35

DOMESTIC SALES :

During the Financial Year, Company's domestic sales stands at Rs. 284 Crores against previous year Rs. 306 Crores.

EXPORT SALES :

During the Financial Year, Company's Export Sales stands at Rs. 154 Crores against previous year Rs. 132 Crores.

Overall sales mix remains as Domestic 65 % (Previous Year 70 %) and Export Sales 35 % (Previous Year 30 %).

5. DIRECTORS' RESPONSIBILITY STATEMENT :

In terms of Section 217(2AA) of the Companies Act, 1956, the directors would like to state that:

i) in the preparation of the annual accounts for the financial year ended 31st March, 2014, the applicable accounting standards have been followed;

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

iii) 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; and

iv) the Directors have prepared the annual accounts for the financial year ended 31st March, 2014 on a going concern basis.

6. DIRECTORS :

During the year 2013-14, Shri Manubhai G. Patel resigned as Non-Executive and Independent Director of your Company w.e.f. 26.03.2014.

In accordance with the provisions of the Companies Act, 2013 and Articles of Association, Shri Mehul K. Patel and Shri Samir K. Patel would retire by rotation and being eligible, offer themselves for re-appointment.

The Board has, in terms of recommendation of Nomination and Remuneration Committee, approved reappointment and remuneration to Shri Mehul K. Patel, as the Vice-Chairman & Managing Director of the Company for a period of 3 years with effect from 01.08.2014, subject to approval by the Shareholders in the ensuing Annual General Meeting. The details of the proposal are included in the Notice of ensuing Annual General Meeting.

The Board has approved reappointment and remuneration of Shri Shailesh Thakker as an Executive Director & CFO with effect from 20.07.2014 for a further period of 3 years, subject to approval by the Shareholders in the ensuing Annual General Meeting. The details of the proposal are included in the Notice of ensuing Annual General Meeting.

In terms of Sections 149, 152, Schedule IV and other applicable provisions, if any, of the Companies Act, 2013 read with rules made thereunder, the Independent Directors can hold office for a term of up to five (5) consecutive years on the Board of Directors of your Company and are not liable to retire by rotation. Accordingly, it is proposed to appoint Shri Atul G. Shroff, Shri Ramkisan Devidayal, Shri Mukesh D. Patel and Shri Sudesh Kumar Duggal as Independent Directors of your Company up to 5 (five) consecutive years up to the conclusion of the 58th Annual General Meeting of the Company in the calendar year 2019.

All the Independent Directors have given the requisite declarations as required by the Companies Act, 2013 and the Rules made there under confirming that they meet with the criteria of independence as prescribed there under. The Board is of the opinion that these Directors meet the conditions specified in the Act and the rules made there under and are Independent of the management. The Board recommend their appointment as Independent Directors.

7. AUDIT COMMITTEE :

The Audit Committee as constituted in terms of Section 177 of the Companies Act, 2013, and Clause 49 of the Listing Agreement, with three independent Directors viz Shri Ramkisan Devidayal as the Chairman, Shri Atul G Shroff and Shri Mukesh D Patel as Members, and Shri Vimal Patel as member performed interalia the work assigned to it as laid down thereunder, during the year under review.

8. CORPORATE GOVERNANCE :

Pursuant to Clause 49 of the Listing Agreement, Corporate Governance Report and Auditors' Certificate regarding compliance of conditions of Corporate Governance are made a part of this Annual Report. The Company is regular in payment of Listing Fees to the Stock Exchanges.

9. PARTICULARS OF EMPLOYEES :

The information required under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employee) Rules, 1975, forms part of this report as Annexure - C. However, as per the Section 219(1)(b)(iv) of the Companies Act, 1956, the Annual Report are being sent to all shareholders excluding the aforesaid Annexure. Any shareholder interested in obtaining the particulars may obtain it by writing to the Company Secretary of the Company.

10. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE :

In accordance with the provisions of Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, the relevant information pertaining to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo is given in Annexure - B to this Report.

11. AUDITORS :

1. Statutory Auditors :

M/s. Shah & Co., Chartered Accountants, Mumbai, Statutory Auditors of the Company holds office of Auditors until conclusion of ensuing Annual General Meeting and the Retiring Auditors have informed their unwillingness for their re- appointment at the ensuing Annual General Meeting.

The Company has received proposal and confirmation from M/s. Manubhai & Shah, Chartered Accountants, Ahmedabad, regarding their eligibility for Appointment as Statutory Auditors of the Company as per the applicable provisions of the Companies, Act 2013 and Rules and regulations made thereunder. The proposal for appointment of M/s. Manubhai & Shah, Chartered Accountants, Ahmedabad, at the forthcoming Annual General Meeting is included in the Notice.

2. Internal Auditors :

The Company has appointed M/s. Sharp & Tannan, the Chartered Accountants as its Internal Auditors to carry out the Internal Audit of various operational areas of the Company.

3. Secretarial Auditors :

As per Section 204 of the Companies Act, 2013 and rules made thereunder, the Company is required to appoint Secretarial Auditor to carry out secretarial audit of the Company. The Company has appointed M/s. J.J. Gandhi & Co., Practising Company Secretaries as Secretarial Auditors of the Company for the financial year 2014-15.

12. SUBSIDIARIES :

12.1 Nederlandse Radiateuren Fabriek B.V - Netherlands

Nederlandse Radiateuren Fabriek B.V. Netherlands, and its subsidiaries, are engaged in the business of manufacturing and distribution of heat transfer products. During the Year, the Company has taken many initiatives in areas of productions, marketing and other operational areas. We expect that these initiatives will yield results in time to come which has resulted in to improvement in the performance of current Financial Year.

12.2 Lake Mineral (Mauritius) Limited Â Mauritius

A wholly Owned subsidiary viz Lake Mineral (Mauritius) Limited was incorporated during the Year ended on 31.03.2012 and is in operations.

12.3 Banco Gaskets (India) Limited - Vadodara

In terms of the requisite approvals of shareholders, the Gasket Divisions of the Company is transferred to its Own Subsidiary Company viz. Banco Gaskets (India) Limited w.e.f. 31.03.2012.

In terms of the Circular No. No: 5/12/2007-CL-III dated 08.02.2011 and subsequent clarification in this regard issued by Ministry of Corporate Affairs , the Balance Sheet and Profit and Loss Account and other documents of these subsidiaries are not attached with Balance Sheet of this Company. However, the Financial Summery , as required , is included and forms part of this Report. The Annual Accounts and other Financial information related to subsidiaries shall be made available to any member on request and the same are available open for inspection at the Registered Office of your Company and that of respective subsidiaries.

The accounts of the subsidiaries are consolidated with the accounts of the Company in accordance with the applicable Accounting Standards. The consolidated accounts and the consolidated financial information of the subsidiaries from part of the Annual Report.

13. PUBLIC DEPOSITS :

As on 31st March, 2014 no deposits were due for repayment and remained unclaimed.

14. INSURANCE :

All the properties and insurable interests of the Company including buildings, plant and machineries and stocks, have been adequately insured.

15. INDUSTRIAL RELATIONS :

Overall industrial relation continued to be cordial. The Directors place on record their appreciation for the continued support and co-operation of all the employees.

16. ACKNOWLEDGEMENT :

Your Directors wish to convey their gratitude and place on record its deep appreciation for the co-operation and continued support received by the Company from Customers, Shareholders, Vendors, Bankers and Employees at all levels during the year.

By the order of the Board,

Date : 09.08.2014 Mehul K. Patel Shailesh Thakker Place: Bil Vice- Chairman & Director Managing Director

Mar 31, 2013

To, The Members,

The Directors have pleasure in presenting the 52nd Annual Report together with the Audited Statements of Accounts for the Year ended 31.03.2013.

1. FINANCIAL RESULTS : (Rs.in Crores)

Particulars Stand alone Consolidated Year ended on Year ended on Year ended on Year ended on 31.03.2013 31.03.2012 31.03.2013 31.03.2012

Total Turnover 438 544 1008 1004

Profit Before Taxation 48 93 82 102

Less: Provision for taxation 11 22 18 25

Deferred Tax Liability 2 (2) 3 1

Profit After Tax 35 73 61 76

Add: Balance brought forward from previous year 194 151 205 159

Profit available for appropriation 229 224 266 235

Appropriations:

Transfer to General Reserve 6 9 6 9

Proposed Dividend 13 18 13 18

Provision For Tax on Proposed Dividend 2 3 2 3

Balance Carried to Balance Sheet 208 194 266 205

Note : In terms of the requisite approvals of shareholders, the Gasket Divisions of the Company is transferred to its Own Subsidiary Company viz. Banco Gaskets (India) Limited w.e.f. 31.03.2012 and hence the Financial information of the Current Financial Year may not be comparable with that of corresponding previous Financial Year.

2. DIVIDEND:

The Board, has decided to recommend Dividend 90 % i.e. Rs.1.80 per Equity Share of Rs. 21- each Per Equity Share for the Financial Year ended on 31.03.2013 as compared to Rs.2.50/- Per Equity Share ( 125%) previous year.

3. OPERATIONS:

The Company has sound manufacturing facilities which have been constantly upgraded and are supported by sophisticated Research and Development facilities for new projects or models OEM and other customers come up with.

Given below are the Financial figures.

(Rs.In Crores)

Year ended on Year ended on 31.03.2013 31.03.2012*

Sales (Net) 438 544

PAT 35 72

* Note : In view of transfer of its Gasket Divisions of the Company to its Own Subsidiary Company viz. Banco Gaskets (India) Limited w.e.f. 31.03.2012 , the Financial information of the Current Financial Year is not be comparable with that of corresponding previous Financial Year.

DOMESTIC SALES:

During the Financial Year Company''s domestic sales stands at Rs. 306/- Crores against previous year Rs.413/- Crores.

EXPORT SALES:

During the Financial Year, Company''s Export Sales stands at Rs.132/- Crores against previous year Rs. 131/- Crores.

Overall sales mix remains as Domestic 70 % (Previous Year 76 %) and Export Sales 30 % (Previous Year 24

%).

4. DIRECTORS'' RESPONSIBILITY STATEMENT:

In terms of Section 217(2AA) of the Companies Act, 1956, the directors would like to state that:-

i) in the preparation of the annual accounts, the applicable accounting standards have been followed.

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

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

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

5. DIRECTORS:

Shri Atul Shroff and Shri Manubhai G Patel would retire by rotation and being eligible, offer themselves for re- appointment.

Shri Kiran Shetty has been re-appointed as Executive Director of the Company w.e.f. 31.07.2013 for a further period of three years subject to approval in the ensuing Annual General Meeting. The details of the proposal for approval by shareholders are included in the Notice of ensuing Annual General Meeting.

The Board is of the view that their considerable experience and business acumen would be of great value to your company.

6. AUDIT COMMITTEE:

Audit Committee as constituted in terms of Section 292A of the Companies Act, 1956, and Clause 49 of the Listing Agreement, with three independent Directors viz Shri Ram Devidayal as the Chairman, Shri Atul G Shroff and Shri Mukesh D Patel as Members, and Shri Vimal Patel as member performed inter alia the work assigned to it as laid down there under, during the year under review.

7. CORPORATE GOVERNANCE:

Pursuant to Clause 49 of the Listing Agreement with the Bombay Stock Exchange Ltd and National Stock Exchange of India Limited, a Management Discussion and Analysis as Annexure-A, Corporate Governance Report and Auditors'' Certificate regarding compliance of conditions of Corporate Governance are made a part of the Annual Report. The Company is regular in payment of Listing Fees to the Stock Exchanges.

8. PARTICULARS OF EMPLOYEES:

The information required under Section 217(2A) of the Companies Act, 1956 and the Rules made thereunder, is provided in Annexure forming part of the Report. In terms of Section 219(1 )(b) (iv) of the Act, the Report and Accounts are being sent to the Shareholders excluding the aforesaid Annexure. Any Shareholder interested in obtaining copy of the same may write to the Company Secretary.

9. COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988:

The particulars in accordance with the provisions of Section 217 (1) (e) of the Companies Act, 1956, read with the Companies (Disclosures of Particulars in the Report of Board of Directors) Rules, 1988 regarding Conservation of Energy, Technology absorption and Foreign Exchange earnings and outgo is given in the Annexure "B".

10. AUDITORS:

M/s. Shah & Co., Chartered Accountants, Mumbai , Auditors of the Company retire at the conclusion of ensuing Annual General Meeting. The retiring Auditors being eligible in terms of Provisions of Companies Act, 1956 and Listing Agreement, have expressed their willingness for reappointment as Statutory Auditors of the Company. You are requested to appoint the Auditors and fix their remuneration.

11. SUBSIDIARIES:

11.1 Nederlandse Radiateuren Fabriek B.V - Netherlands

Nederlandse Radiateuren Fabriek B.V. Netherlands, and its subsidiaries, are engaged in the business of manufacturing and distribution of heat transfer products. During the Year, the Company has taken many initiatives in areas of productions , marketing and other operational areas. We expect that these initiatives will yield results in time to come which has resulted in to improvement in the performance of current Financial Year.

11.2 Lake Mineral (Mauritius) Limited Â Mauritius

A wholly Owned subsidiary viz Lake Mineral (Mauritius) Limited was incorporated during the Year ended on 31.03.2012 and is in operations.

11.3 Banco Gaskets (India) Limited - Vadodara

In terms of the requisite approvals of shareholders, the Gasket Divisions of the Company is transferred to its Own Subsidiary Company viz. Banco Gaskets (India) Limited w.e.f. 31.03.2012.

In terms of the Circular No. No: 5/12/2007-CL-lll dated 08.02.2011 and subsequent clarification in this regard issued by Ministry of Corporate Affairs , the Balance Sheet and Profit and Loss Account and other documents of these subsidiaries are not attached with Balance Sheet of this Company. However, the Financial Summary, as required, is included and forms part of this Report. The Annual Accounts and other Financial information related to subsidiaries shall be made available to any member on request and the same are available open for inspection at the Registered Office of your Company and that of respective subsidiaries.

The accounts of the subsidiaries are consolidated with the accounts of the Company in accordance with the applicable Accounting Standards. The consolidated accounts and the consolidated financial information of the subsidiaries from part of the Annual Report.

12. PUBLIC DEPOSITS:

As on 31st March, 2013 no deposits were due for repayment and remained unclaimed.

13. INSURANCE:

All the properties and insurable interests of the Company including buildings, plant and machineries and stocks, have been adequately insured.

14. INDUSTRIAL RELATIONS:

Overall industrial relation continued to be cordial. The Directors place on record their appreciation for the continued support and co-operation of all the employees.

15. ACKNOWLEDGEMENT:

The Board places on record its deep appreciation for the co-operation and continued support received by the Company from Shareholders, Banks, Depositors and Employees during the year.

By Order of the Board,

Date : 29.07.2013 Vimal K. Patel

Place : Bil Chairman

Mar 31, 2012

The Directors have pleasure in presenting the 51st Annual Report together with the Audited Statements of Accounts for the Year ended 31.03.2012.

1. FINANCIAL RESULTS: (Rs in Crores)

Particulars Standalone Consolidated

Year Year Year Year ended on ended on ended on ended on 31.03.2012 31.03.2011 31.03.2012 31.03.2011

Total Turnover 544 460 1,004 860

Profit Before Taxation 93 74 102 85

Less: Provision for taxation 22 15 25 19

Deferred Tax Liability (2) 1 1 1

Profit After Tax 73 58 76 65

Add: Balance brought forward from Previous Year 151 125 159 125

Profit available for appropriation 224 183 235 190

Amount available 224 183 235 190

Appropriations:

Transfer to General Reserve 9 7 9 7

Proposed Dividend 18 21 18 21

Provision for Tax on Proposed Dividend 3 4 3 4

Balance Carried to Balance Sheet 194 151 205 158

Note : In terms of the requisite approvals of shareholders, the Gaskets Divisions of the Company is transferred to its Own Subsidiary Company viz. Banco Gaskets (India) Limited w.e.f. 31.03.2012 and hence the Financial information of the Current Financial Year may not be comparable with that of corresponding previous Financial Year.

2. DIVIDEND:

The Board, has decided to recommend Dividend 125 % i.e. Rs 2.50 per Equity Share of Rs 2/- each Per Equity Share for the Financial Year ended on 31.03.2012 as compared to Rs 3/- Per Equity Share (150%) previous year.

3. OPERATIONS:

Both Radiator and Gasket product groups, have sound manufacturing facilities which have been constantly upgraded and are supported by sophisticated Research and Development facilities for new projects or models OEM and other customers come up with. Banco has experienced over all growth of 18 % as compared to previous year.

Given below are the top and bottom line figures.

(Rs In Crores)

Year ended on Year ended on 31.03.2012 31.03.2011

Sales (Net) 544 460

PAT 73 58

DOMESTIC SALES:

During the Financial Year Company's domestic sales stands at Rs 413 Crores against previous year Rs 332 Crores.

EXPORT SALES:

During the Financial Year, Company's Export Sales stands at Rs 131 Crores against previous year Rs 128 Crores.

' Overall sales mix remains as Domestic 76% (Previous Year 72%) and Export Sales 24% (Previous Year 28%).

4. DIRECTORS' RESPONSIBILITY STATEMENT.

In terms of Section 217(2AA) of the Companies Act,1956, the directors would like to state that:-

i) in the preparation of the annual accounts, the applicable accounting standards have been followed.

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

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

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

5. DIRECTORS:

Shri Vimal K Patel and Shri S K Duggal would retire by rotation and being eligible, offer themselves for re-appointment.

The Board has, on recommendation of Remuneration Committee decided to re-designate Shri Mehul K Patel as Vice - Chairman & Managing Director of the Company w.e.f. 28.05.2012, subject to approval by Shareholders in the ensuing Annul General Meeting. The details of the proposal for approval by shareholders is included in the Notice of ensuing Annual General Meeting.

6. AUDIT COMMITTEE:

Audit Committee as constituted in terms of Section 292A of the Companies Act, 1956, and Clause 49 of the Listing Agreement, with three independent Directors viz Shri Ram Devidayal as the Chairman, Shri Atul G Shroff and Shri Mukesh D Patel as Members, and Shri Vimal Patel as member performed inter alia the work assigned to it as laid down there under, during the year under review.

7. CORPORATE GOVERNANCE:

Pursuant to Clause 49 of the Listing Agreement with the Bombay Stock Exchange Ltd and National Stock Exchange of India Limited, a Management Discussion and Analysis, Corporate Governance Report and Auditors' Certificate regarding compliance of conditions of Corporate Governance are made a part of the Annual Report, as Annexure "A". The Company is regular in payment of Listing Fees to the Stock Exchanges.

8. PARTICULARS OF EMPLOYEES:

The details are furnished in Annexure ÃBÃ in terms of the Companies (Particulars of Employees) Rules, 1975, as amended.

9. COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988.

The particulars in accordance with the provisions of Section 217 (1) (e) of the Companies Act, 1956, read with the Companies (Disclosures of Particulars in the Report of Board of Directors) Rules, 1988 regarding Conservation of Energy, Technology absorption and Foreign Exchange earnings and outgo is given in the Annexure "C".

10. AUDITORS:

M/s. Shah & Co., Chartered Accountants, Mumbai, Auditors of the Company retire at the conclusion of ensuing Annual General Meeting. The retiring Auditors being eligible in terms of Provisions of Companies Act, 1956 and Listing Agreement, have expressed their willingness for reappointment as Statutory Auditors of the Company. You are requested to appoint the Auditors and fix their remuneration.

11. SUBSIDIARIES.

11.1 Nederlandse Radlateuren Fabriek B.V - Netherlands

Nederlandse Radiateuren Fabriek B.V. Netherlands, and its subsidiaries, are engaged in the business of manufacturing and distribution of heat transfer products. During the Year, the Company has taken many initiatives in areas of productions, marketing and other operational areas. We expect that these initiatives will yield results in time to come. The main market of the Company which is Europe, faces challenging circumstances.

11.2 Lake Mineral (Mauritius) Limited "Mauritius"

A wholly Owned subsidiary viz Lake Mineral (Mauritius) Limited was incorporated during the Year ended on

31.03.2012.

11.3 Banco Gaskets (India) Limited - Vadodara

In terms of the requisite approvals of shareholders, the Gasket Division of the Company is transferred to its Own Subsidiary Company viz. Banco Gaskets (India) Limited w.e.f. 31.03.2012.

11.4 Kilimanjaro Biochem Limited - Tanzania

During the Year under review, the Company has transferred a part of its Equity Investment in Kilimanjaro Biochem Limited to its another Wholly Owned Subsidiary viz. Lake Mineral (Mauritius) Limited - Mauritius and accordingly, it has become Subsidiary of Lake Mineral (Mauritius) Limited - Mauritius .

The Company has started its commercial production during this Financial Year. .

In terms of the Circular No. No: 5/12/2007-CL-lll dated 08.02.2011 and subsequent clarification in this regard issued by Ministry of Corporate Affairs, the Balance Sheet and Profit and Loss Account and other documents of these subsidiaries are not attached with Balance Sheet of this Company. However, the Financial Summery, as required, is included and forms part of this Report. The Annual Accounts and other Financial information related to subsidiaries shall be made available to any member on request and the same are available open for inspection at the Registered Office of your Company and that of respective subsidiaries. "

The accounts of the subsidiaries are consolidated with the accounts of the Company in accordance with the applicable Accounting Standards. The consolidated accounts and the consolidated financial - information of the subsidiaries form part of the Annual Report.

12. PUBLIC DEPOSITS:

As on 31st March, 2012 no deposits were due for repayment and remained unclaimed and therefore due deposit have since been refunded.

13. INSURANCE:

All the properties and insurable interests of the Company including buildings, plant and machineries and stocks, have been adequately insured.

14. INDUSTRIAL RELATIONS:

Overall industrial relation continued to be cordial. The Directors place on record their appreciation for the continued support and co-operation of all the employees.

15. ACKNOWLEDGEMENT!

The Board places on record its deep appreciation for the co-operation and continued support received by the Company from Shareholders, Banks, Depositors and Employees during the year.

By Order of the Board,

Date : 28,h May, 2012 Vimal K. Patel

Place : Bil Chairman

Mar 31, 2011

The Members,

The Directors have pleasure in presenting the 50th Annual Report together with the audited statements of accounts for the year ended 31.03.201 i.

1. FINANCIAL RESULTS : (Rs. in Crores)

Particulars Stand alone Consolidated Year ended on Year ended on Year ended on Year ended on 31.03.2011 31.03.2010 31.03.2011 31.03.2010

Total Turnover 459.98 407.15 844.24 461.18

Profit Before Taxation 74.42 98.28 85.23 98.94

Less : Provision for taxation 14.85 19.50 18.86 19.97

MAT Credit Entitlement 00.74 00.37 00.74 00.37

Deferred Tax Liability

Profit After Tax 58.83 78.41 65.63 78.60

Add : Balance brought forward from 124.63 72.90 124.83 72.90

previous year

Profit available for appropriation 183.46 151.31 190.46 151.50

Appropriations :

Transfer to General Reserve 7.00 10.00 7.00 10.00

Proposed Dividend - 21.46 14.30 21.46 14.30

Provision For Tax on Proposed Dividend 3.56 2.38 3.56 2.38

Balance Carried to Balance Sheet 151.44 124.63 158.43 124.82

2. DIVIDEND :

In view of the 50th Year of the Company the Board, has decided to recommend Dividend 150% i.e. Rs. 3/- per Equity Share of Rs. 21- each for the Financial Year ended on 31.03.2011 as compared to Rs. 21- Per Equity Share (100%).

3. OPERATIONS :

Both Radiator and Gasket product groups, have sound manufacturing facilities which have been constantly upgraded and are supported by sophisticated Research and Development facilities for new projects or models OEM and other customers come up with. Banco has experienced over all growth of 13% as compared to previous year.

Given below are the top and bottom line figures.

(Rs. in Crores)

Year ended on Year ended on 31.03.2011 31.03.2010

Sales (Net) 459.98 407.15

PAT 58.83 78.41

DOMESTIC SALES :

During the Financial Year Company's domestic sales stands at 7 331.92 Crores against previous year ^ 272.62 Crores.

EXPORT SALES :

During the Financial Year, Company's Export Sales stands at Rs. 128.06 Crores against previous year ^ 134.53 Crores.

Overall sales mix remains as Domestic 72% (Previous Year 67%) and Export Sales 28% (Previous Year 33%).

4. DIRECTORS' RESPONSIBILITY STATEMENT.

In terms of Section 217(2AA) of the Companies Act,1956, the directors would like to state that:-

i) in the preparation of the annual accounts, the applicable accounting standards have been followed.

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

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

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

5. DIRECTORS :

Shri Samir K Patel , Shri Ram Devidayal and Shri Mukesh D Patel, would retire by rotation and being eligible, offer themselvers for re-appointment.

The Board has, on recommendation of Remuneration Committee decided to pay remuneration to Shri Vimal K Patel, as Chairman of the Company and Shri Mehul K Patel as Director of the Company w.e.f. 01.08.2011, subject to approval by Shareholders in the ensuing Annul General Meeting. The details of the proposal for approval by shareholders is included in the Notice of ensuing Annual General Meeting.

Shri Shailesh Thakker has been re-appointed as Executive Director & CFO w,e,f, from 20.07.2011 for a further period of three years subject to approval by Shareholders in the ensuing Annul General Meeting.

The details of the proposal for approval by shareholders is included in the Notice of ensuing Annual General Meeting.

The Board is of the view that their considerable experience and business acumen would be of great value to your Company.

6. AUDIT COMMITTEE:

Audit Committee as constituted in terms of Section 292A of the Companies Act, 1956, and Clause 49 of the Listing Agreement, with three independent Directors viz Shri Ram Devidayal as the Chairman, Shri Atul G Shroff, Shri Mukesh D Patel and Shri Vimal Patel as members performed inter alia the work assigned to it as laid down there under, during the year under review.

7. CORPORATE GOVERNANCE:

Pursuant to Clause 49 of the Listing Agreement with the Bombay Stock Exchange Ltd and National Stock Exchange of India Limited, a Management Discussion and Analysis, Corporate Governance Report and Auditors' Certificate regarding compliance of conditions of Corporate Governance are made a part of the Annual Report, as Annexure "A". The Company is regular in payment of Listing Fees to the Stock Exchanges.

8. PARTICULARS OF EMPLOYEES:

The Company does not have any employee covered under Section 217(2A) of the Companies Act, 1956 and the Companies (Particulars of Employees) Rules, 1975, as amended.

9. COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988.

The particulars in accordance with the provisions of Section 217 (1) (e) of the Companies Act, 1956, read with the Companies (Disclosures of Particulars in the Report of Board of Directors) Rules, 1988 regarding Conservation of Energy, Technology absorption and Foreign Exchange earnings and outgo is given in the Annexure "B".

10. AUDITORS :

M/s. Shah & Co., Chartered Accountants, Mumbai, Auditors of the Company retire at the conclusion of ensuing Annual General Meeting. The retiring Auditors being eligible in terms of Provisions of Companies Act, 1956 and Listing Agreement, have expressed their willingness for reappointment as Statutory Auditors of the Company. You are requested to appoint the Auditors and fix their remuneration.

11. SUBSIDIARIES.

11.1 Nederlandse Radiateuren Fabriek B.V - Netherlands

Nederlandse Radiateuren Fabriek B.V. Netherlands, and its subsidiaries, are engaged in the business of manufacturing and distribution of heat transfer products. During the Year, the Company has taken many initiatives in areas of productions, marketing and other operational areas. We expect that these initiatives will yield results in time to come.

11.2 Kilimanjaro Biochem Limited - Tanzania

During the Year under review, Kilimanjaro Biochem Limited has become Wholly Owned Subsidiary of the Company w.e.f. 01.02.2011.

This Company is in advanced stage of implementation of a manufacturing project to manufacture Potable Alcohol in Tanzania.

The commencement of Trial Runs and Commercial Production is expected during the year.

During initial period, it is expected to cater to local demands.

It has not started commercial production/activity during the year ended on 31.03.2011.

In terms of the Circular No. No: 5/12/2007-CL-lll dated 08.02.2011 and subsequent clarification in this regard issued by Ministry of Corporate Affairs, the Balance Sheet and Profit and Loss Account and other documents of these subsidiaries are not attached with Balance Sheet of this Company. However, the Financial Summery, as required, is included and forms part of this Report. The Annual Accounts and other Financial information related to subsidiaries shall be made available to any member on request and the same are available open for inspection at the Registered Office of y6ur Company and that of respective subsidiaries.

The accounts of the subsidiaries are consolidated with the accounts of the Company in accordance with Accounting Standard 21 (AS 21) prescribed by The Institute of Chartered Accountants of India. The consolidated accounts and the consolidated financial information of the subsidiaries from part of the Annual Report.

12. PUBLIC DEPOSITS:

As on 31st March, 2011 no deposits were due for repayment and remained unclaimed and therefore no deposit have since been refunded.

13. INSURANCE:

All the properties and insurable interests of the Company including buildings, plant and machineries and stocks, have been adequately insured.

14. INDUSTRIAL RELATIONS:

Overall industrial relation continued to be cordial. The Directors place on record their appreciation for the continued support and co-operation of all the employees.

15. ACKNOWLEDGEMENT:

The Board places on record its deep appreciation for the co-operation and continued support received by the Company from Shareholders, Banks, Depositors and Employees during the year.

By Order of the Board,

Date : 14.07.2011 Vimal K. Patel

Place : Bil Chairman

Mar 31, 2010

The Directors have pleasure in presenting the 49th Annual Report together with the audited statements of accounts for the year ended 31.03.2010.

1. FINANCIAL RESULTS (Rs. in Lacs)

Particulars Stand alone Consolidated

Year ended on Year ended on Year ended on Year ended on 31.03.2010 31.03.2009 31.03.2010 31.03.2009

Total Turnover 41731.29 29470.98 47133.89 N.A.

Profit Before Taxation 9827.83 4790.36 9893.69 N.A.

Less: Provision for taxation 1950.00 565.26 1996.54 N.A.

MAT Credit Entitlement - (117.00) - N.A.

Deferred Tax Liability 37.08 195.99 37.08 N.A.

Profit After Tax 7840.75 4146.11 7860.07 N.A.

Add: Balance brought forward from previous year 7290.48 4643.15 7290.48 N.A.

Balance taken over from GIPL the Transferor Company - 259.84 - N.A.

Proposed Dividend of 2007-08 written back - 146.13 - N.A.

iShort Provision of Tax of Previous Years - 0.35 - N.A.

Prof it available for appropriation 15131.23 9195.58 15150.55 N.A.

Appropriations:

Transfer to General Reserve 1000.00 650.00 1000.00 N.A.

Proposed Dividend 1430.37 1072.78 1430.37 N.A.

Provision For Tax on Proposed Dividend 237.58 182.32 237.58 N.A.

Balance Carried to Balance Sheet 12463.28 7290.48 12482.60 N.A.

Total 15131.23 9195.58 15150.55 N.A.

2. DIVIDEND:

The Board, has decided to recommend Dividend 100% i.e. Rs. 21- per Equity Share of Rs. 21- each for the Financial Year ended on 31.03.2010.

3. OPERATIONS:

Both Gasket and Radiator product groups, have good manufacturing facilities which have been upgraded and are supported by sophisticated Research and Development facilities for new projects or models OEM customers come up with. There is over all growth of 41% as compared to previous year.

The detailed discussion is covered in Annexure-A, forming part of this Report on Management Discussion and Analysis.

Given below are the top and bottom line figures.

(Rs. in Lacs)

Year ended on Year ended on

31.03.2010 31.03.2009 Seles (Net) 20715 28792

PAT 7841 4146

DOMESTIC SALES:

During the Financial Year Companys domestic sales stands at Rs.27262 lacs against previous year Rs. 18003 lacs.

EXPORT SALES:

During the Financial Year, Companys Export Sales stands at Rs. 13453 Lacs against previous year Rs. 10789 Lacs.

Overall sales mix remains as Domestic 67 % (Previous Year 62%) and Export Sales 33% (Previous Year 38%).

4. DIRECTORS RESPONSIBILITY STATEMENT.

In terms of Section 217(2AA) of the Companies Act, 1956, the directors would like to state that:-

i) in the preparation of the annual accounts, the applicable Accounting Standards have been followed.

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

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

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

5. DIRECTORS:

During the year, the Board of Directors has appointed Shri Manubhai G Patel as Director on the Board in place of Shri Sudhir Munjal who had resigned.

The Board of Directors has appointed Shri Kiran Shetty as an additional Director on the Board of Directors of the Company.

He holds office of Director up to the date of ensuing Annual General Meeting. The Company has received notice from Member under Section 257 of the Companies Act, 1956 proposing his appointment as Director with requisite deposit.

Shri Kiran Shetty has also been appointed as Executive Director for a period of 3 years effective from 31.07.2010 on terms and conditions mentioned in the agreement in this regard subject to the approval of the shareholders.

Shri A.G.Shroff and Shri M.G. Patel are retiring by rotation and being eligible, offer themselvers for re-appointment.

The Board is of the view that their considerable experience and business acumen would be of great value to your Company.

Shri Kersi P Kapadia, the Executive Director of the Company has resigned w.e.f. 31.05.2010. The Company, do place on record its appreciation towards the contribution made by him, during his tenure as director of the Company.

6. AUDIT COMMITTEE:

Audit Committee as constituted in terms of Section 292A of the Companies Act, 1956, and Clause 49 of the Listing Agreement, with three independent Directors viz Shri Ram Devidayal as the Chairman, Shri Atul G Shroff and Shri Mukesh D Patel as Members, performed inter alia the work assigned to it as laid down there under, during the year under review.

7. CORPORATE GOVERNANCE:

Pursuant to Clause 49 of the Listing Agreement with the Bombay Stock Exchange Ltd. and National Stock Exchange of India Limited, a Management Discussion and Analysis, Corporate Governance Report and Auditors Certificate regarding compliance of conditions of Corporate Governance are made a part of the Annual Report, as Annexure "A". The Company is regular in payment of Listing Fees to the Stock Exchanges.

8. PARTICULARS OF EMPLOYEES:

Particulars of employees required to be furnished under Section 217(2A) of the Companies Act, 1956 and the Companies (Particulars of Employees) Rules.1975 is furnished as Annexure "B".

9. COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988.

The particulars in accordance with the provisions of Section 217 (1) (e) of the Companies Act, 1956, read with the Companies (Disclosures of Particulars in the Report of Board of Directors) Rules, 1988 regarding Conservation of Energy, Technology absorp-tion and Foreign Exchange earnings and outgo is given in the Annexure "C".

10. AUDITORS:

M/s. Shah & Co., Chartered Accountants, Mumbai, Auditors of the Company retire at the conclusion of ensuing Annual General Meeting. The retiring Auditors being eligible in terms of Provisions of Companies Act, 1956 and Listing Agreement, have expressed their willingness for reappointment as Statutory Auditors of the Company. You are requested to appoint the Auditors and fix their remu-neration.

11. SUBSIDIARIES.

11.1 Nederlandse Radiateuren Fabriek B.V - Netherlands incorporated in Netherlands

During the year Nederlandse Radiateuren Fabriek B.V - Netherlands has become 100% Wholly Owned Subsidiary of the Company in view of acquisition, by the Company, by purchasing 100% of its equity from its shareholders at an aggregate consideration of Euro 17.70 million w.e.f. 23.02.2010 (engaged in the business of manufacturing and distribution of heat transfer products).

11.2 Kilimanjaro Biochem Limited - Tanzania

Kilimanjaro Biochem Limited is in process of implementing a manufacturing project.

Kilimanjaro Biochem Limited has not started any commercial activity during the year ended on 31.03.2010.

The Consolidated Financial Statements, together with the Report of the Auditors for the year ended on 31.03.2010 and other information as per applicable Rules and Regulations, in respect of the aforesaid subsidiaries are attached herewith.

The accounts of the subsidiaries are consolidated with the accounts of the Company in accordance with Accounting Standard 21 (AS 21) prescribed by The Institute of Chartered Accountants of India. The consolidated accounts and the consolidated financial information of the subsidiaries form part of the annual report.

The Annual Audited Accounts of the aforesaid subsidiary companies are appended at end of this Annual Report as required by the applicable legal provisions.

12. PUBLIC DEPOSITS:

As on 31st March,2010 no deposits were due for repayment and remained unclaimed and therefore no deposit have since been refunded.

13. INSURANCE:

All the properties and insurable interests of the Company including buildings, plant and machineries and stocks, have been adequately insured.

14. INDUSTRIAL RELATIONS:

Overall industrial relation continued to be cordial. The Directors place on record their appreciation for the continued support and co-operation of all the employees.

15. ACKNOWLEDGEMENT:

The Board places on record its deep appreciation for the co-operation and continued support received by the Company from Shareholders, Banks, Depositors and Employees during the year.

By Order of the Board,

Date : 31.07.2010 Vimal K. Patel

Place : Bit Chairman

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