Get Updates

Get notified about market trends, financial advice, and investment tips!

A Oneindia Venture

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

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Directors Report of Fluidomat Ltd.

Mar 31, 2025

Your directors have pleasure in presenting 49th Annual Report on the business and operations of the Company
along with the Audited Financial Statements for the financial year ended March 31st 2025.

FINANCIAL RESULTS:

Financial performance of the Company is summarized in the table below: -

Particulars	Year ended on
	31.03.2025	31.03.2024
Revenue from Operations	7218.29	5549.18
Other Income	345.94	345.18
Total Income	7564.23	5894.36
Total Expenditure except Interest and Depreciation	4490.01	4061.90
Profit before Interest, Depreciation & Tax (EBIDTA)	3074.22	1832.46
Less: Interest	0.00	0.09
Less: Depreciation	93.70	75.27
Profit before Tax	2980.52	1757.10
Less:
(a) Current Tax	758.09	452.15
(b) tax adjustment related to previous year.	(4.44)	0.94
Â© Deferred Tax	4.52	(1.23)
Net Profit for the year	2222.35	1305.24
Other Comprehensive Income/(Loss)	2.28	85.46
Total Comprehensive Income for the year	2224.63	1390.70
Reserves & Surplus	7552.24	5598.59
EPS (Equity Shares of Rs. 10/- each) Basic & Diluted (in Rs.)	45.15	28.23
Paid up Equity Share Capital	492.70	492.70

REVIEW OF OPERATIONS /STATE OF AFFAIRS:

2024-25 has been another remarkable year for Fluidomat. The Company delivered its best-ever
performance in 2024-25 during this financial year the Company has generated total revenue of Rs.7564.23
lakhs as compared to Rs. 5894.36 lakhs in the previous financial year 2023-24 registering an increase in total
revenue of 28.33% whereas as on March 31, 2025, the Earnings before Interest, Depreciation and Tax
(EBIDTA) has been increased to Rs.3074.22 lakhs as compared to Rs. 1832.46 lakhs in the corresponding
previous financial year and the Net Profit for the financial year 2024-25 has increased to Rs. 2222.35 lakhs as
compared to Rs. 1305.24 lakhs during the previous financial year. The Earning per share (EPS) for the year

increased to Rs. 45.15 as compared to EPS of Rs. 28.23 in the previous financial year.

The company has booked the orders of Rs.5815.76 lakhs during the financial year 2024-25 as compared to
the order booking of Rs.6003.22 lakhs in the previous financial year, which is lower by 3.12%.

DIVIDEND:

Your Board is pleased to recommend a dividend of Rs.7.50 (75%) (Subject to TDS) on Equity Share of
Rs.10/- each for the year ended March 31,2025. (Previous year Rs.5.50 (55%) per Equity Share of Rs.10/-
each). The above dividend would be subject to approval by the Members in the ensuing Annual General
Meeting. The proposed dividend will absorb Rs. 369.52 Lakhs (P.Y. Rs.270.99 Lakhs).

TRANSFER TO RESERVES:

During the year, your company has voluntarily transferred Rs 100.00 Lakhs (Previous year Rs. 100.00
Lakhs) to the General Reserves. Except this, the company has not transferred any funds to any kind of
Reserves during the year (Previous Year: Nil)

SHARE CAPITAL:

The paid-up Equity Share Capital of the Company as of 31st March, 2025 was Rs.492.70 Lakhs divided into
49.27 Lakhs equity shares of Rs.10/- each. There is no change in the share Capital of the Company during
the year. Your company does not hold any instruments convertible into the equity shares. The equity shares
of the Company are listed and frequently traded at the BSE Ltd.

CHANGE IN CONTROL AND NATURE OF BUSINESS:

There is no change in control and nature of business activities during the period under review.

BUSINESS TRANSFER:

There is no transfer of business during the period under review.

DIRECTORS & KEY MANAGERIAL PERSONNEL:

Executive Directors and KMPs:

The Company has adequate Key Managerial Personnelâs as per requirements of section 203 of the
Companies Act, 2013 as well as the SEBI (LODR) Regulations, 2015. There has been no change in the key
managerial personnelâs during the year under review.

Declaration for Independency of Independent Directors:

The Company has received necessary declaration from all the independent directors as required under
section 149(7) of the Companies Act, 2013 confirming that they meet the criteria of Independence as per the
SEBI (LODR) Regulation, 2015 and the Companies Act, 2013. In the Opinion of the Board, all the
independent directors fulfill the criteria of independence as required under the Companies Act, 2013 and the
SEBI (LODR) Regulations, 2015. All the Independent Directors have also registered themselves with
Independent Directorsâ Databank maintained by the IICA as per requirement of the Companies Act, 2013.

Statement regarding opinion of the Board with regard to integrity, expertise and experience
(including the proficiency) of the independent directors appointed during the year

The Board is of the opinion that Shri Ashok Kumar Patni (DIN 10251353), Shri Samyak Modi (DIN 07359320)
and Shri Sharad Panot (DIN 10262641) carry integrity, expertise and experience as well as they are
registered themselves on independent directors portal maintained by IICA.

Directors liable to retire by rotation and seeking re-appointment:

Mrs. Radhica Sharma (DIN- 06811597) Whole-time Director is liable to retire by rotation at the ensuing
Annual General Meeting and, being eligible offers herself for re-appointment. Your directors recommend
passing necessary resolution as proposed in Item No. 3 of the Notice of the 49th Annual General Meeting.
Your Board recommends to pass necessary resolutions.

Executive Director seeking re-appointment:

The tenure of Shri Kunal Jain (DIN: 01475424) Whole-time Director and designated as the Executive
Director will be completed on 30th April, 2026 therefore, the Board upon the recommendation of the
Nomination and Remuneration Committee propose to re-appointment him for a further period of Three (3)
years w.e.f. 1st May, 2026. Your Board recommends passing a special resolution as per requirements of the
Companies Act, 2013 read with Reg. 17(6)(e) of SEBI (LODR) Regulation, 2015 as set out in Item No. 6 of the
Notice of the 49th Annual General Meeting.

BOARD MEETINGS AND THE BOARD:

A. Number of meetings of the Board:

Total Four (4) meetings of the Board were held during the year. The intervening gap between any two
meetings did not exceed 120 days as prescribed by the Companies Act, 2013 and the SEBI (LODR)
Regulations, 2015 as per details of the meetings given in the Corporate Governance Report which forms part
of this report.

B. Policy on Directorsâ appointment and remuneration:

The Board has, on the recommendation of the Nomination and Remuneration Committee framed a
nomination, remuneration and evaluation policy which lays down the criteria for identifying the persons who
are qualified to be appointed as directors and/or senior management personnel of the company, along with
the criteria for determination of remuneration of directors, KMPâs and other employees and their evaluation
and includes other matters, as prescribed under the provisions of section 178 of Companies Act, 2013 and
Regulation 19 of SEBI (LODR) Regulations 2015. Policy of the Company has been given at the website of the
Company at Link: https://www.fluidomat.com/InvestorRelation.html. The details of the same are also
covered in Corporate Governance Report forming part of this annual report.

C. Board Evaluation:

The Company has devised a Policy for Performance Evaluation of the Board, Committees and other
individual directors (including Independent Directors) which includes criteria for performance evaluation of
Non-Executive Directors and Executive Directors. The evaluation process inter alia considers attendance of
Directors at Board and Committee meetings, acquaintance with business, communicating inter se board
members, effective participation, domain knowledge, compliance with code of conduct, vision and strategy.

shared the report on evaluation with the respective Committee members. The performance of each
Committee was evaluated by the Board, based on report on evaluation received from respective
Committees.

The formal evaluation of the performance of individual directors was made by independent directors in their
meeting and report on performance evaluation was placed before the Board of Directors for consideration.

The report on performance evaluation of the individual directors was reviewed by the Chairman of the Board
& Nomination & Remuneration Committee and feedback was given to Directors.

COMMITTEES OF THE BOARD:

In accordance with the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015 and other purposes
the Board has the following Four (4) committees as on 31.03.2025:

a) Audit Committee

b) Nomination and Remuneration Committee

c) Stakeholdersâ Relationship Committee

d) Corporate Compliance Committee

Apart from the aforesaid committees under the Companies Act, 2013 and the SEBI (LODR) Regulations,
2015 the Company has also constituted Internal Complaints Committee (ICC) under the Sexual Harassment
of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. A detailed note on the Board
and its committees is provided under the Corporate Governance Report section in this report.

DIRECTORSâ RESPONSIBILITY STATEMENT:

In terms of Section 134(3)Â© of the Companies Act, 2013, your directors, to the best of their knowledge and
belief and according to the information and explanations obtained by them in the normal course of their work,
state that, in all material respects;

a) In the preparation of the Annual Financial Statements for the year ended March 31, 2025, the
applicable accounting standards read with requirements set out under Schedule III to the Act, have
been followed and there are no material departures from the same;

b) Appropriate Accounting Policies have been selected, applied consistently and judgment and estimates
have been made that are reasonable and prudent so as to gives true and fair view of the state of affairs
of the company as at March 31,2025 and of the profit of the company for the year ended on that date;

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

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

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

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

AUDITORS AND THEIR REPORT:

A. Statutory Auditors and their Report:

In terms of the provisions of section 139 of the Companies Act, 2013 read with the Companies (Audit and
Auditors) Rules, 2014, M/s J.P. Saraf & Co. LLP (Erstwhile J. P. Saraf & Co.), Chartered Accountants (F. R.
No. 006430C/C400368), was appointed as the statutory auditors of the Company to hold office for the first
term of 5 years commencing from conclusion of the 46th Annual General Meeting upto the conclusion of the
51st Annual General Meeting of the Company to be held in the calendar year 2027.

The Auditorâs Report and the Notes on financial statement for the year 2024-25 referred to in the Auditorâs
Report are self-explanatory and do not contain any qualification, reservation or adverse remark, therefore,
do not call for any further comments.

B. Cost Auditors and Records:

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit)
Rules, 2014, amended from time to time, the provisions regarding Cost Audit are not applicable to the
Company during the year 2024-25. However, as per the requirement of the Cost Audit Rules, the company
has maintained the Cost Records during the F.Y 2024-25.

C. Secretarial Auditors:

i. Secretarial Audit for the financial year 2024-25

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Board has Re-appointed M/s D. K. Jain & Co.,
Company Secretaries (F.R.No. S2003MP064600) FCS 3565 and CP 2382 to undertake the Secretarial Audit
of the Company for the year 2024-25. The Report of the Secretarial Audit for the year 2024-25 in Form MR-3
is annexed herewith as âAnnexure-1â. The Secretarial Auditorâs Report for the year 2024-25 referred to in
their Secretarial Auditorâs Report are self-explanatory and do not contain any qualification, reservation or
adverse remark, therefore, do not call for any further comments.

ii. Appointment of Secretarial Auditors for the period of 5 (five) consecutive financial years:

Pursuant to SEBI (LODR) Amendment Regulation, 2024 and Section 204 of the Companies Act, 2013 Act
read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, on the
recommendation of the Audit Committee, the Board of Directors appointed M/s D. K. Jain & Co., Company
Secretaries (F.R. No. S2003MP064600) FCS 3565 and CP 2382 as the Secretarial Auditors of your
Company subject to approval of members in ensuing 49th Annual General Meeting for the period of five
consecutive financial years starting from 1st April, 2025 to 31st march, 2030 at such remuneration as
provided in the notice ofAGM.

Written consent was received and proposed Auditors has confirmed that the appointment is in accordance
with the applicable regulations/provisions of the SEBI (LODR) Regulation, 2015, Companies Act, 2013 and
rules framed thereunder. The Secretarial Auditors have confirmed that they are not disqualified to be
appointed as the Secretarial Auditors of your Company for the audit of 5 (five) consecutive financial years i.e.
from 1st April, 2025 to 31st march, 2030.

D. Disclosure of frauds against the Company:

The auditors have not found any fraud as required to be reported by them under section 143(12) to the
Central Government during the year 2024-25. Further that, there were no instances of fraud, other than those
which are reportable to the Central Government covered under section 134(3)(ca) of the Companies Act,
2013.

TRANSACTIONS WITH RELATED PARTIES:

The Company has not entered any material contracts or arrangements with the related parties during the
year 2024-25 and all the contracts or arrangements that were entered with the related parties are in ordinary
course of business and on armâs length basis, which were approved by the Audit Committee and the Board
from time to time.

Therefore, there are no particulars of contracts or arrangements with related parties referred to in section
188(1) of the Companies Act, 2013 which needs to be disclosed in the prescribed form AOC-2 is not
applicable. However, the related party transactions as covered under Indian Accounting Standards (IND AS
24) have been disclosed in the Note No. 45 of the financial statements for the year under review.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

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

CONSOLIDATED FINANCIAL STATEMENTS:

Your Company does not have any Subsidiary/Associate/Joint venture for the financial year 2024-25.
Therefore, Company does not require to prepare consolidated financial statements pursuant to section 136
of the Companies Act, 2013.

PERFORMANCE OF SUBSIDIARIES, ASSOCIATE COMPANIES AND JOINT VENTURES:

There is no Subsidiary, associate company or/and joint venture within the meaning of the Companies Act,
2013 during the financial year 2024-25.

PUBLIC DEPOSITS:

Further, the Company has not accepted any deposit or loans in contravention of the provisions of the Chapter
V of the Companies Act, 2013 and the Rules made there under.

S. No.	Particulars	Amt in Rs.
1	Details of Deposits accepted during the year	Nil
2	Deposits remaining unpaid or unclaimed at the end of the year	Nil
3	Default in repayment of deposits At the beginning of the year Maximum during the year At the end of the year	N.A.
4	Deposits not in compliance with law	N.A.
5	NCLT/ NCLAT orders w.r.t. depositors for extension of time and penalty imposed	N.A.

There are no deposits which are not in compliance with the requirements of Chapter V of the Companies Act,
2013 and the rules made thereunder.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL RESULTS:

Nothing has come to the attention of the Directors to indicate that any material breakdown in the function of
these controls, procedures or systems occurred during the year under review. There have been no
significant changes in the Companyâs internal financial controls during the year that have materially affected
or are reasonably likely to materially affect its internal financial controls. There are inherent limitations to the
effectiveness of any system of disclosure, controls and procedures, including the possibility of human error
and the circumvention or overriding of the controls and procedures.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There are no material changes and commitments affecting the financial position of the Company during the
Financial Year to which these financial statements relate and the date of report.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

The Company has not provided any loans and/or guarantees pursuant to section 186 of the Companies Act,
2013. However, The Company has made investments in Mutual funds has also given advance against salary
or otherwise to the employees of the Company as per the Companyâs policy. Details of the existing
investment are provided in the Financial Statement and hence, not reproduced here.

WEB ADDRESS FOR PLACING ANNUAL RETURN:

Pursuant to section 134(3)(a) and section 92(3) of the Companies Act, 2013 read with Rule 12(1) of the
Companies (Management and Administration) Rules, 2014, the draft Annual Return in Form MGT-7 for the
year ended 31st March, 2025 is hosted on link https://www.fluidomat.com/InvestorRelation.html which shall
be filed with the Registrar of Companies after Annual General Meeting to be held on 26th September, 2025.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

In view of the profit of Fluidomat during immediately preceding three financial years, the company is required
to undertake Corporate Social Responsibility (CSR) activities during the year 2024-25 as per provisions of
the section 135 of the Companies Act, 2013 and the rules made there under. As part of its initiatives under
CSR, Fluidomat has undertaken activities in the areas of Education, Health, Sanitation and animal welfare as
covered in the Schedule VII of the Companies Act, 2013.

The Company was required to spend Rs. 25.13 lakhs based of the average qualifying net profits of the last
three financial years on CSR activities on projects in FY 2024-25. During the year under review, the
Company has spent Rs. 19.95 lakhs and the unspent amount Rs. 5.20 lakhs have been transferred to Fund
specified in Schedule VII of the Companies Act, 2013 within the prescribed time limit.

The Annual Report on CSR containing the composition of the CSR & Sustainability Committee, salient
features of the CSR Policy, details of activities, and other information as required under
Companies (Corporate Social Responsibility Policy) Rules, 2014 are provided in âAnnexure -2â attached to
this Report. The CSR Policy may be accessed on the Companyâs website at the link
https://www.fluidomat.com/InvestorRelation.html.

The Company is not required to have CSR Committee as such, the Board is responsible to implements of the
CSR activities.

CODE FOR PREVENTION OF INSIDER TRADING

Your Company has adopted a Code of Conduct to regulate, monitor and report trading by designated
persons and their immediate relatives as per the requirements under the Securities and Exchange Board of
India (Prohibition of Insider Trading) Regulations, 2015. The Code, inter alia, lays down the procedures to be
followed by designated persons while trading/dealing in Company''s shares and sharing Unpublished Price
Sensitive Information (âUPSIâ). The Code covers Companyâs obligation to maintain a digital database,
mechanism for prevention of insider trading and handling of UPSI, and the process to familiarize with the
sensitivity of UPSI. Further, it also includes code for practices and procedures for fair disclosure of
unpublished price sensitive information which has been made available on the Companyâs website at
info@fluidomat.com.

CORPORATE GOVERNANCE:

Your Company firmly believes and adopts the highest standard of practice under Corporate Governance. A
separate section on Corporate Governance and a certificate obtained from Auditors of the Company and
Practicing Company Secretary related Non-disqualification of Director form part of Corporate Governance
Report.

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

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo
stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies
(Accounts) Rules, 2014, is annexed herewith as âAnnexure-3â.

INTERNAL COMMITTEE ON PREVENTION OF SEXUAL HARASSMENT:

The Company has framed âAnti-Sexual Harassment Policyâ at workplace and has constituted Internal
Complaints Committee (ICC) as per the requirement of Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 and Rules made thereunder.

The details relating to the number of complaints received and disposed of during the financial year 2024-25
are as under:

COMPLIANCE OF THE PROVISIONS RELATING TO THE MATERNITY BENEFIT ACT 1961:

Your Company always protect the employment of women and ensure their well-being during and after
childbirth. During the period under review, there was no case of maternity benefit.

The Company affirms that it adheres to the provisions of the Maternity Benefit Act, 1961, and is committed to
ensuring compliance with all applicable statutory requirements related to maternity benefits, including
maternity leave, benefits during the period of absence, and protection of employment. The Company
remains dedicated to providing a safe, inclusive, and supportive work environment for all its employees.

RISK MANAGEMENT:

The Company has a well-defined process to ensure the risks are identified and mitigation steps are put in
place. The Companyâs Risk Management process focuses on ensuring that these risks are identified on a
timely basis and reasonably addressed. The Audit Committee oversees financial risks and controls. Major
risks are identified by the businesses and functions and these are systematically addressed through
mitigating actions on a continuing basis. The company is not required to have any risk management
committee.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

Your company has a Vigil Mechanism in place which also includes a whistle blower policy in terms of the SEBI
(LODR) Regulation, 2015 for Directors and employees of the Company to provide a mechanism which
ensures adequate safeguards to employees and Directors from any victimization on raising of concerns of
any violations of legal or regulatory requirements, incorrect or misrepresentation of any financial statements
and reports, etc. The Vigil Mechanism/Whistle Blower Policy of the Company can be accessed on the
Companyâs website at the link: (https://www.fluidomat.com/InvestorRelation.html) and the same is being
attached with this Report as âAnnexure-4â.

All the employees have the right/option to report their concern/grievance to the Chairman of the Audit
Committee. During the year under review no protected disclosure from any Whistle Blower was received by
the designated officer under the Vigil Mechanism.

PARTICULARS OF EMPLOYEES:

The information required under section 197(12) of the Companies Act, 2013 read with Rule 5(1) and 5(2) of

the Companies (Appointment & remuneration of Management Personnel) Rules, 2014 as amended are
given below:

A. Ratio of the remuneration of each director to the median employeeâs remuneration and the
percentage increase in remuneration of each Director & Key Managerial Personnel:

S. No.	Name	Designation	Remuneration for the year 2024-25 (Rs.)	Remuneration for the year 2023-24 (Rs.)	Increase In Remuneration (Rs.)	Percentage of Increase in RemunerÂ¬ ation	Ratio Between Directorâs Remuneration and Median Employee Remuneration
1	Shri Ashok Jain	MD	91,10,304	83,68,835	7,41,469	8.86%	28.40
2	Shri Kunal Jain	WTD	78,15,600	71,30,300	6,85,300	9.61%	24.36
3	Radhica Sharma	WTD	80,16,000	66,75,088	13,40,912	20.09%	24.99
4	CA Ashok Kumar Patni	Independent Director	Nil	Nil	-	-	-
5	Shri Sharad Panot	Independent Director	Nil	Nil	-	-	-
6	Shri Samyak Modi	Independent Director	Nil	Nil	-	-	-
7	Mrs. Monica Jain	CFO	17,60,306	16,85,132	75,174	4.46%	5.49
8	CS Devendra Kumar Sahu	CS	14,00,444	9,83,074	4,17,370	42.46%	4.37

Independent Directors were paid sitting fees for attending the Meetings of the Board.

B. The percentage increase in the Median remuneration of employees in the financial year: 5%.

C. The number of permanent employees on the Roll of the Company as on 31st March, 2025: 200.

D. Average percentile increase already made in the salaries of employees other than the managerial
personnel in the last financial year and its comparison with the percentile increase in the
managerial remuneration and justification thereof and point out if there are any exceptional
circumstances for increase in the managerial remuneration:

Based on the Remuneration Policy of the Company, average salary of the employees increased at the rate
of 7% to 10% and average managerial remuneration increased at the rate of 12.85%. This is based on the
Remuneration Policy of the Company that rewards people based on their contribution to the success of the
company and also ensures that external market competitiveness and internal relativities are taken care of.

E. Affirmation that the remuneration is as per the Remuneration Policy of the Company:

The Company affirms that remuneration is as per the remuneration policy of the Company.

F. Name of the Top 10 employees in terms of remuneration drawn in the financial year 2024-25:

A statement of Top 10 employees in terms of remuneration drawn as per rule 5(2) read with rule 5(3) of
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended, is
annexed with the report as âAnnexure-5â.

G. Details of employees who received remuneration in excess of Rs. 102 lakh p.a. or Rs. 8.5 Lakhs
p.m.:

i. During the year, none of the employeesâ received remuneration in excess of Rs.102.00 Lakhs or more
per annum or Rs.8.50 per month for part of the year. In accordance with the provisions of section 197 of
the Companies Act, 2013 read with Rule 5(2) of Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014. Therefore, no such disclosure is required.

ii. During the year, none of the employees received remuneration in excess of that drawn by the
Managing Director or Whole-time director and none of the employees hold two percent of the equity
shares of the Company.

TRANSFER OF SHARES AND DIVIDEND AMOUNT TO IEPF:

Pursuant to the provisions of the Companies Act, 2013 read with the IEPF Authority (Accounting, Audit,
Transfer and Refund) Rules, 2016 (âthe Rulesâ) notified by the Ministry of Corporate Affairs, the unclaimed
and unpaid dividends amount for the year 2017-18 is required to be transferred to IEPF on the due date as
specified in the Notice of the AGM and resulting shares on which no dividend is claimed for a consecutive 7
years will also be transferred to IEPF Authority as per the requirement of the IEPF rules on due date.
Further, according to the rules, the resulting shares on which dividend has not been paid or claimed by the
shareholders for seven consecutive years or more also need to be transferred to the Demat account of the
IEPF Authority.

The company has transferred the unclaimed and unpaid dividends of Rs. 4,23,140.00 has also transferred
5872 equity shares of Rs. 10/- each to the IEPF Authority for the dividend declared by the company in the
year 2016-17.

The details related to the dividend remains unpaid-unclaimed from the Company has been given in the
Corporate Governance Report attached with the annual report of the Company.

PROVISION OF VOTING BY ELECTRONIC MEANS:

Your Company is providing e-voting facility under section 108 of the Companies Act, 2013 read with Rule
20 of the Companies (Management and Administration) Amendment Rules, 2015. The ensuing AGM will
be conducted through VC/OVAM, and no physical meeting will be held, and your company has made
necessary arrangements with CDSL to provide facility for remote e-voting and e-voting at AGM. The
details regarding e-voting facility is provided with the notice of the Annual General Meeting.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

A. Economic Scenario and Outlook:

Despite the geopolitical turbulences, wars and conflicts the Indian economy continues to grow and is
strong at commendable GDP growth rate of 6 to 7%.

Huge investment by Government of India in infrastructure including high investment in coal based Thermal
Power Plants, expansion in mining sector and sea port trust are growth engines to boost Indian economy
and provide great support to Indian Engineering Industry. Government announcement of 25 new thermal
power plants and 15 coal mining projects bring great sales opportunity to your company. Out of these
projects your company has booked orders for 7 number projects for which tenders were issued so far.

Your company has penetrated successfully in Oil and petroleum refinery sector and it will bring new
opportunities in future.

Your company continues its pursuit to modernize its production and design capabilities and will continue to
invest for the purpose.

The company witnessed improved performance as our revenue grew by 28% over the previous financial
year. Our disciplined approach to cost efficiency ensured sustained profitability. EBITDA margin for the
financial year stood at 40.64% while profit before tax was reported at 39.40%, reflecting operational
resilience. The companyâs wide product range, technological capabilities, focus on innovation, operational
excellence deepening our customer relationship. Company continues with activity of development of new
types of couplings and R&D for deeper penetration in the market.

Company continue to enjoy accreditation of ISO:9001-2015, ISO:14001-2015 & ISO: 45001-2018.

B. Industry structure and developments:

Your Company deals only in the one segment i.e., manufacturing and sale of the hi-tech products "Fluid
Couplings" which are mainly used in various sector of industries including Thermal Power Plants, Steel,
Metal, Cement, Paper, Chemical, Fertilizers, Coal and Ore-mining and Port handling facilities, etc. New
projects in these sectors have made an important contribution towards growth and profitability of the
Company.

C. Quality Management System:

The company continued to be certified under ISO: 9001:2015 by British Standard Institution -BSI
Management system for the Companyâs quality system. The Quality Management System in the Company
is well defined and is well in place.

D. Internal Control System:

The Company has adequate internal control systems and procedures in place for effective and smooth
conduct of business and to meet exigencies of operation and growth. The transactions are recorded and
reported in conformity with generally accepted accounting practices. The internal control systems and
procedures ensure reliability of financial reporting, compliance with the Companyâs policies and practices,
governmental regulations, and statutes. Internal Audit is conducted by an independent firm of auditors.
Internal Auditors regularly check the adequacy of the system, their observations are reviewed by the
management and remedial measures, as necessary, are taken. Internal Auditors report directly to the
Chairman of the Audit Committee to maintain its objectivity and independence.

E. Opportunities and Threats:

Since your company caters to the needs of almost all sectors of Industries, therefore it has a good business
cushion against recession in one or other sectors as the other sector may improve concurrently.

The Indian Government focuses on infrastructure growth will offer more opportunities to capital goods
sector. We witnessed broad-based cost pressures and continue to manage the same.

Apart from the normal risk demand-supply conditions, raw material prices, competitor strategies, changes
in government regulations, tax regimes, economic developments within the country and globally, no major
risks are foreseen.

F. Human Resources:

We are committed to provide our employees with a work environment that is based on fairness, openness
and mutual respect. Our on-groundwork force and our employees together are the key to the success of
our Company.

The Company emphasizes on the highest level of professional ethics, personal decorum, adherence to
deadliness, compliance to standards and customer service.

The Company continues with its dedicated efforts to identify talent and has been recognized for its
exemplary people-related parties in the industry.

G. Health, Safety and Environment measures:

The company is committed to meet the highest international standards of health, safety and environmental
performance. It continues to accord highest priority to conduct safe operations while being responsible
towards the environment and ecology.

The Company focused on safe operations in line with its commitments to improve its health, safety and
environment performance. As a part of our drive to standardize our health, safety & environment measures,
company has certified under Occupational Health & Safety Management System (45001:2018) for
manufacture of Fluid Couplings, Flexible Couplings and Environment Management System (ISO 14001:
2015) by BSI.

Internal and external safety audits and inspections were carried out regularly. Emergency management
plans have been developed to deal with any emergency within the factory premises.

H. Segment Reporting & Finance performance of the Product:

The company has only one segment i.e., manufacturing of fluid couplings and the financial performance of
the product is being incorporated in the Directorsâ Report section.

I. Cautionary statement:

Statement made in the management discussion and analysis report as regards the expectations or
predictions are forward looking statements within the meaning of applicable laws and Regulations. Actual
performance may deviate from explicit or implicit expectations.

J. Risk and Concern

Already disclosed under the relevant heading of the Board Report.

K. Details of Significant Changes in Key Financial Ratios:

Details of Key Financial Ratios were provided under the âStandalone financial statementâ in note number
46.13 under additional regulatory information. Hence not reproduced in the Board Report.

Return on Net worth is as follows: -

Key Ratio	2024 - 25	2023 - 24	Variation in %	Comments
Return on Net worth (Any Change)	31.44%	23.70%	32.65%	Increase in net profit with improved business Scenario

L. Compliance with Indian Accounting Standards

In the preparation of the financial statements, the Company has followed the Indian Accounting Standards as
notified. The significant accounting policies which are consistently applied have been set out in the Notes to
the Financial Statements.

INDUSTRIAL RELATIONS:

The companyâs Industrial relations continued to be healthy, cordial, and harmonious during the period under
review.

CASE FILED BY THE COMPANY UNDER IBC, 2016:

The company had filed an application in the capacity of Operational Creditor, under section 9 of Insolvency

and Bankruptcy Code, 2016 against BGR Energy Systems Limited on 29.06.2022. Both parties have
entered a full and final settlement agreed dated 08.10.2024. After execution of the aforesaid agreement
Company has filed the withdrawal Memo before the NCLT for withdrawal of case, being settled and the
Honâble NCLT Bench, Amaravathi has taken on record the withdrawal memo and Companyâs Petition (IB)
No. 80/9/AMR of 2022 and the same is disposed of.

No insolvency application is filed under section 7, 9 or 10 by or against the Company.

GENERAL:

Your directors state that during the year under review:

a. The Company has not issued shares (including sweat equity shares) to employees of the Company
under any scheme.

b. There is no requirement to conduct the valuation by the bank and Valuation done at the time of one-time
Settlement during the period under review.

c. Neither the Managing Director nor the Whole-time Directors receive any remuneration or commission
from its subsidiary.

d. The Company has complied with the applicable Secretarial Standards under the Companies Act, 2013.

e. There are no voting rights exercise by any employee of the Company pursuant to the section 67(3) read
with the Rule 16 of the Companies (Share Capital and Debenture) Rules, 2014.

f. Your Company has not declared and approved any Corporate Action viz buy-back of securities, mergers
and de-mergers, split and issue of any securities and has not failed to implement or complete the
Corporate Action within prescribed timelines. However, the company has declared and paid dividend
during the period under review in compliance with the applicable laws of the Companies Act, 2013;

g. There were no revisions in the Financial Statement and Boardâs Report.

h. Details of unclaimed dividends and equity shares transferred to the Investor Education and Protection
Fund authority have been provided as part of the Corporate Governance report.

ACKNOWLEDGEMENT:

Your directors place on records their appreciation of the continued support extended during the year by the
companyâs customers, business associates, suppliers, bankers, investors and Government authorities.
They also place on record their appreciation of the dedication and contributions made by all the employees
for their commitment, hard work and support. Your directors would also like to thank all their shareholders for
their continued faith in the company and expect the same in future.

FOR AND BEHALF OF THE BOARD
(ASHOK JAIN)

Place: Indore (M.P.) CHAIRMAN & MANAGING DIRECTOR

Date:13th August, 2025 DIN: 00007813

Mar 31, 2024

Your directors have pleasure in presenting 48th Annual Report on the business and operations of the Company along with the Audited Financial Statements for the financial year ended March 31st 2024.

FINANCIAL RESULTS: Financial performance of the Company is summarized in the table below:-		(Rs. In Lakhs)
	Particulars
	Particulars	Year ended on
		31.03.2024	31.03.2023
	Revenue from Operatio ns	5549.18	4620.08
	Other Income	345.18	127.20
	Total Income	5894.36	4747.28
	Total Expenditure except Interest and Depreciation	4061.90	3386.27
	Profit before Interest, Depreciation & Tax (EBIDTA)	1832.46	1361.01
	Less: Interest	0.09	0.01
	Less: Depreciation	75.27	73.94
	Profit before Tax	1757.10	1287.06
	Less: (a) Current Tax	452.15	337.11
	(b) tax adjustment related to previous year.	0.94	-7.34
	(c) Deferred Tax	-1.23	-4.78
	Net Profit for the year	1305.24	962.07
	Other Comprehensive Income/(Loss)	85.46	-1.09
	Total Comprehensive Income for the year	1390.70	960.98
	Reserves & Surplus	5598.59	4429.61
	EPS (Equity Shares of Rs. 10/- each) Basic & Diluted (in Rs.)	28.23	19.50
	Paid up Equity Share Capital	492.70	492.70

REVIEW OF OPERATIONS /STATE OF AFFAIRS:

During the financial year 2023-24, the Company has generated total revenue of Rs.5894.36 lakhs as compared to Rs.4747.28 lakhs in the previous financial year 2022-23 representing an increase in total revenue of 24.16% whereas as on March 31, 2024, the Earnings before Interest, Depreciation and Tax (EBIDTA) has been increased to Rs.1832.46 lakhs as compared to Rs.1361.01 lakhs in the corresponding previous financial year and the Net Profit for the financial year 2023-24 has increased to Rs.1390.70 lakhs as compared to Rs. 960.98 lakhs during the previous financial year. The Earning per share (EPS) for the year increased to Rs.28.23 as compared to EPS of Rs.19.50 in the previous financial year.

Your company had a wholly owned foreign subsidiary in the name of Fluidomat UK Private Limited (WOS) in United Kingdom which had filed application for voluntary strike off on 15th March,2023 and dissolved the same on 13th June, 2023.

The company has booked the orders booking of Rs.6003.22 lakhs during the current financial year as compared to the order booking of Rs.5556.24 lakhs in the previous financial year, which is higher by 8.04%.

DIVIDEND:

Your Board of Directors are pleased to recommend a dividend of Rs.5.50 (55%) (Subject to TDS) on Equity Share of Rs.10/- each for the year ended March 31,2024. (Previous year Rs. 4.50 (45%) per Equity Share of Rs.10/- each). The above dividend would be subject to approval by the Members in the ensuing Annual General Meeting. The proposed dividend will absorb Rs. 270.99 Lakhs (P.Y. Rs.221.72 Lakhs).

TRANSFER TO RESERVES:

During the year, your company has voluntarily transferred Rs 100.00 Lakhs (Previous year Rs. 100.00 Lakhs) to the General Reserves. Except this, the company has not transferred any funds to any kind of Reserves during the year (Previous Year: Nil)

SHARE CAPITAL:

The paid-up Equity Share Capital of the Company as of 31st March, 2024 was Rs.492.70 Lakhs divided into 49.27 Lakhs equity shares of Rs.10/- each. There is no change in the share Capital of the Company during the year. Your company does not hold any instruments convertible into the equity shares. The equity shares of the Company are listed and frequently traded at the BSE Ltd.

CHANGE IN CONTROL AND NATURE OF BUSINESS:

There is no change in control and nature of business activities during the period under review.

BUSINESS TRANSFER:

There is no transfer of business during the period under review.

DIRECTORS & KEY MANAGERIAL PERSONNEL:Executive Directors and KMPs:

The Company has adequate Key Managerial Personnelâs as per requirements of section 203 of the Companies Act, 2013 as well as the SEBI (LODR) Regulations, 2015. There is no change in the key managerial personnelâs during the year under review.

Declaration for Independency of Independent Directors:

The Company has received necessary declaration from all the independent directors as required under section 149(7) of the Companies Act, 2013 confirming that they meet the criteria of Independence as per the SEBI (LODR) Regulation, 2015 and the Companies Act, 2013. In the Opinion of the Board, all the independent directors fulfill the criteria of independence as required under the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015. All the Independent Directors have also registered themselves with Independent Directorsâ Databank maintained by the IICA as per requirement of the Companies Act, 2013.

Change in the Independent Directors:

During the year under review, there were following changes in the Independent directors of the company:-1) Cessation of office of Shri Mahendra Kumar Shah (DIN: 00014556), Shri Khushal Chandra Jain (DIN:

00007916) and Shri Praful Turakhia (DIN: 00366398), as the Independent Directors of the Company w.e.f. March 31,2024 due to completion of their second term of 5 (Five) consecutive Years.

2) Appointment of Shri Ashok Kumar Patni (DIN 10251353), Shri Samyak Modi (DIN 07359320) and Shri Sharad Panot (DIN 10262641) as Non-Executive Additional Directors in the category of Independent Directors of the Company w.e.f. 14th August, 2023 for a First Term of 5 consecutive years till 13th August, 2028 which was further confirmed by the members at their 47th Annual General Meeting held on 26th Sept., 2023.

Statement regarding opinion of the Board with regard to integrity, expertise and experience (including the proficiency) of the independent directors appointed during the year

The Board of directors upon the recommendation of the Nomination and Remuneration Committee at their meeting held on 14th August, 2023 has appointed Shri Ashok Kumar Patni (DIN 10251353), Shri Samyak Modi (DIN 07359320) and Shri Sharad Panot (DIN 10262641) as Non-Executive Additional Directors under the category of Independent Directors and the Board is of the opinion that all the Independent Directors so appointed by the Board carry integrity, expertise and experience as well as they are registered with the portal of IICA at the time of appointment,

Shri Samyak Modi and Shri Sharad Panot in in the process to clear the online proficiency self-assessment test as on the date of this report. However, as per Rule 6(4) of Companies (Appointment and Qualification of Director) Rules, 2014 as amended from time to time, the said can be done within a period of 2 (Two) years from the date of registration in IICA Portal.

Directors liable to retire by rotation and seeking re-appointment:

Shri Ashok Jain (DIN- 00007813) the Chairman & Managing Director is liable to retire by rotation at the ensuing Annual General Meeting and, being eligible offers himself for re-appointment. Your directors recommend passing necessary resolution as proposed in the Item No. 3 of the Notice of the 48th Annual General Meeting. Your Board recommends to pass necessary resolutions.

Executive Director seeking re-appointment:

The tenure of Mrs. Radhica Sharma (DIN: 06811597) Whole-time Director and designated as the Deputy Managing Director will be completed on 9th February, 2025 therefore, the Board upon the recommendation of the Nomination and Remuneration Committee propose to re-appointment her for a further period of Three (3) years w.e.f. 10th February, 2025. Your Board recommends passing a special resolution as per requirements of the Companies Act, 2013 read with Reg. 17(6)(e) of SEBI (LODR) Regulation, 2015 as set out in Item No. 4 of the Notice of the 48th Annual General Meeting.

BOARD MEETINGS AND THE BOARD:

A. Number of meetings of the Board:

Total Four (4) meetings of the Board were held during the year. The intervening gap between any two meetings did not exceed 120 days as prescribed by the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015 as per details of the meetings given in the Corporate Governance Report which forms part of this report.

B. Policy on Directorsâ appointment and remuneration:

The Board has, on the recommendation of the Nomination and Remuneration Committee framed a

nomination, remuneration and evaluation policy which lays down the criteria for identifying the persons who are qualified to be appointed as directors and/or senior management personnel of the company, along with the criteria for determination of remuneration of directors, KMPâs and other employees and their evaluation and includes other matters, as prescribed under the provisions of section 178 of Companies Act, 2013 and Regulation 19 of SEBI (LODR) Regulations 2015. Policy of the Company has been given at the website of the Company at Link:https://www.fluidomat.com/InvestorRelation.html. The details of the same are also covered in Corporate Governance Report forming part of this annual report.

C. Board Evaluation:

The Company has devised a Policy for Performance Evaluation of the Board, Committees and other individual directors (including Independent Directors) which includes criteria for performance evaluation of Non-Executive Directors and Executive Directors. The evaluation process inter alia considers attendance of Directors at Board and Committee meetings, acquaintance with business, communicating inter se board members, effective participation, domain knowledge, compliance with code of conduct, vision and strategy.

The Nomination & Remuneration Committee and the Board carried out an annual performance evaluation of the Board, Committees, Individual Directors and the Chairman. The Chairman of the respective Committees shared the report on evaluation with the respective Committee members. The performance of each Committee was evaluated by the Board, based on report on evaluation received from respective Committees.

The formal evaluation of the performance of individual directors was made by independent directors in their meeting and report on performance evaluation was placed before the Board of Directors for consideration.

The report on performance evaluation of the individual directors was reviewed by the Chairman of the Board & Nomination & Remuneration Committee and feedback was given to Directors.

COMMITTEES OF THE BOARD:

In accordance with the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015 and other purposes the Board has the following Four (4) committees as on 31.03.2024:

a) Audit Committee

b) Nomination and Remuneration Committee

c) Stakeholdersâ Relationship Committee

d) Corporate Compliance Committee

Apart from the aforesaid committees under the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015 the Company has also constituted Internal Complaints Committee (ICC) under the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013.A detailed note on the Board and its committees is provided under the Corporate Governance Report section in this report.

DIRECTORSâ RESPONSIBILITY STATEMENT:

In terms of Section 134(3)(c) of the Companies Act, 2013, your directors, to the best of their knowledge and belief and according to the information and explanations obtained by them in the normal course of their work, state that, in all material respects;

a) In the preparation of the annual financial statements for the year ended March 31,2024, the applicable

accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

b) Appropriate accounting policies have been selected, applied consistently and judgment and estimates have been made that are reasonable and prudent so as to gives true and fair view of the state of affairs of the company as at March 31,2024 and of the profit of the company for the year ended on that date;

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

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

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

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

AUDITORS AND THEIR REPORT:

A. Statutory Auditors and their Report:

In terms of the provisions of section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, M/s J.P. Saraf & Co. LLP (Erstwhile J. P. Saraf & Co.), Chartered Accountants (F. R. No. 006430C/C400368), was appointed as the statutory auditors of the Company to hold office for the first term of 5 years commencing from conclusion of the 46th Annual General Meeting upto the conclusion of the 51st Annual General Meeting of the Company to be held in the calendar year 2027.

Our Statuary Auditors M/s J.P. Saraf & Co. Chartered Accountant was converted their partnership firm into LLP effective from 23rd day of May, 2024. The Registrar of Companies, Central Registry Center has issued Certificate of Registration on Conversion of J P Saraf & Co. to J P Saraf & Co LLP. Pursuant to Rule 32(1) of the LLP Rules, 2009. There is no change in the partners of the Firm and other details shall remain unchanged.

The Auditorâs Report and the Notes on financial statement for the year 2023-24 referred to in the Auditorâs Report are self-explanatory and do not contain any qualification, reservation or adverse remark, therefore, do not call for any further comments.

B. Cost Auditors and Records:

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, amended from time to time, the provisions regarding Cost Audit and maintenance of Cost Records are not applicable on the Company during the year 2023-24. However, the company being a small enterprise including as per the turnover criteria under sub-section (9) of section 7 of the Micro, Small and Medium Enterprises Development Act, 2006. Since the Company is falling under the category of small enterprise therefore the Cost record and Audit are exempted for the financial year 2023-24.

C. 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, the Board has Re-appointed M/s D. K. Jain & Co., Company Secretaries (F.R.No. I1995MP067500) FCS 3565 and CP 2382 to undertake the Secretarial Audit of the Company for the year 2023-24. The Report of the Secretarial Audit for the year 2023-24 in Form MR-3 is annexed herewith as âAnnexure-1â. The Secretarial Auditorâs Report for the year 2023-24 referred to in their Secretarial Auditorâs Report are self-explanatory and do not contain any qualification, reservation or adverse remark, therefore, do not call for any further comments.

D. Disclosure of frauds against the Company:

The auditors have not found any fraud as required to be reported by them under section 143(12) to the Central Government during the year 2023-24. Further that, there were no instances of fraud, other than those which are reportable to the Central Government covered under section 134(3)(ca) of the Companies Act, 2013.

TRANSACTIONS WITH RELATED PARTIES:

The Company has not entered any material contracts or arrangements with the related parties during the year 2023-24 and all the contracts or arrangements that were entered with the related parties are in ordinary course of business and on armâs length basis, which were approved by the Audit Committee and the Board from time to time.

Therefore, there is no particulars of contracts or arrangements with related parties referred to in section 188(1) of the Companies Act, 2013 which needs to be disclosed in the prescribed form AOC-2 is not applicable. However, the related party transactions as covered under Indian Accounting Standards (IND AS 24) have been disclosed in the Note No. 46 b of the financial statements for the year under review. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

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

CONSOLIDATED FINANCIAL STATEMENTS:

Your Company does not have any Subsidiary/Associate/Joint venture for the financial year 2023-24. Therefore, Company does not require to prepare consolidated financial statements pursuant to section 136 of the Companies Act, 2013.

However, The Company had a wholly owned foreign subsidiary in the name of Fluidomat UK Private Limited (WOS) in United Kingdom which had filed application for voluntary strike off on 15th March, 2023 and dissolved the same on 13th June, 2023.

PERFORMANCE OF SUBSIDIARIES, ASSOCIATE COMPANIES AND JOINT VENTURES:

There is no Subsidiary, associate company or/and joint venture within the meaning of the Companies Act, 2013 during the financial year 2023-24.

PUBLIC DEPOSITS:

Further, the Company has not accepted any deposit or loans in contravention of the provisions of the Chapter V of the Companies Act, 2013 and the Rules made there under.

S. No.	Particulars	Amt in Rs.
1	Details of Deposits accepted during the year	Nil
2	Deposits remaining unpaid or unclaimed at the end of the year	Nil
3	Default in repayment of deposits At the beginning of the year Maximum during the year At the end of the year	N.A.
4	Deposits not in compliance with law	N.A.
5	NCLT/ NCLAT orders w.r.t. depositors for extension of time and penalty imposed	N.A.

There are no deposits which are not in compliance with the requirements of Chapter V of the Companies Act, 2013 and the rules made thereunder.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL RESULTS:

Nothing has come to the attention of the Directors to indicate that any material breakdown in the function of these controls, procedures or systems occurred during the year under review. There have been no significant changes in the Companyâs internal financial controls during the year that have materially affected or are reasonably likely to materially affect its internal financial controls. There are inherent limitations to the effectiveness of any system of disclosure, controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There is no material changes and commitments affecting the financial position of the Company occurred during the Financial Year to which these financial statements relate and the date of report.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

The Company has not provided any loans and/or guarantees pursuant to section 186 of the Companies Act, 2013. However, The Company has made investments in Mutual funds has also given advance against salary or otherwise to the employees of the Company as per the Companyâs policy. Details of the existing investment is provided in the Financial Statement and hence, not reproduced here.

ANNUAL RETURN:

Pursuant to section 134(3)(a) and section 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the draft Annual Return in form MGT-7 for the year ended 31st March, 2024 is hosted on link https://www.fluidomat.com/InvestorRelation.html. The same shall be filed to Registrar of Companies after Annual General Meeting to be held on 26th September, 2024.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

In view of the profit of Fluidomat during immediately preceding three financial years, the company is required to undertake Corporate Social Responsibility (CSR) activities during the year 2023-24 as per provisions of the section 135 of the Companies Act, 2013 and the rules made there under. As part of its initiatives under CSR, Fluidomat has undertaken activities in the areas of Education, Health and animal welfare as covered in the Schedule VII of the Companies Act, 2013.

The Company was required to spend Rs.17.01 lakhs based of the average qualifying net profits of the last three financial years on CSR activities on projects in FY 2023-24. During the year under review, the Company has spent Rs.17.01 lakhs on CSR activities within the prescribed time limit.

The Annual Report on CSR containing the composition of the CSR & Sustainability Committee, salient features of the CSR Policy, details of activities, and other information as required under Companies (Corporate Social Responsibility Policy) Rules, 2014 are provided in âAnnexure -2â attached to this Report. The CSR Policy may be accessed on the Companyâs website at the link

https://www.fluidomat.com/InvestorRelation.html.

The Company is not required to have CSR Committee as such, the Board is responsible to implements of the CSR activities.

CORPORATE GOVERNANCE:

Your Company firmly believes and adopts the highest standard of practice under Corporate Governance. A separate section on Corporate Governance and a certificate obtained from Auditors of the Company and Practicing Company Secretary related Disqualification of Director form part of Corporate Governance Report.

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

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of the Companies (Accounts) Rules, 2014, is annexed herewith as âAnnexure-3â.

INTERNAL COMMITTEE ON PREVENTION OF SEXUAL HARASSMENT:

The Company has framed âAnti-Sexual Harassment Policyâ at workplace and has constituted Internal Complaints Committee (ICC) as per the requirement of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules made thereunder. A detailed note on the same is provided under the Corporate Governance Report section in this report.

RISK MANAGEMENT:

The Company has a well-defined process to ensure the risks are identified and mitigation steps are put in place. The Companyâs Risk Management process focuses on ensuring that these risks are identified on a timely basis and reasonably addressed. The Audit Committee oversees financial risks and controls. Major risks are identified by the businesses and functions and these are systematically addressed through mitigating actions on a continuing basis. The company is not required to have any risk management committee.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

Your company has a Vigil Mechanism in place which also includes a whistle blower policy in terms of the SEBI (LODR) Regulation, 2015 for Directors and employees of the Company to provide a mechanism which ensures adequate safe guards to employees and Directors from any victimization on raising of concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any financial statements and reports, etc. The Vigil Mechanism/Whistle Blower Policy of the Company can be accessed on the Companyâs website at the link:https://www.fluidomat.com/InvestorRelation.html) and the same is being attached with this Report as âAnnexure-4â.

All the employees have the right/option to report their concern/grievance to the Chairman of the Audit Committee. During the year under review no protected disclosure from any Whistle Blower was received by the designated officer under the Vigil Mechanism.

PARTICULARS OF EMPLOYEES:

The information required under section 197(12) of the Companies Act, 2013 read with Rule 5(1) and 5(2) of the Companies (Appointment & remuneration of Management Personnel) Rules, 2014 as amended are given below:

A. Ratio of the remuneration of each director to the median employeeâs remuneration and the percentage increase in remuneration of each Director& Key Managerial Personnel:
	S. No.	Name	Designation	Remuneration for the year 2023-24 (Rs.)	Remuneration for the year 2022-23 (Rs.)	Increase In Remuneration (Rs.)	Percentage of Increase in Remuner ation	Ratio Between Directorâs Remuneration and Median Employee Remuneration
	1	Shri Ashok Jain	MD	83,68,835	77,77,392	5,91,443	7.60%	26.80
	2	Shri Kunal Jain	WTD	71,30,300	53,75,388	17,54,912	32.65%	22.84
	3	Radhica Sharma	WTD	66,75,088	51,67,200	15,07,888	29.18%	21.38
	4	Shri Khushal Chandra Jain	Independent Director	Nil	Nil	-	-	-
	5	CA Mahendra Kumar Shah	Independent Director	Nil	Nil	-	-	-
	6	Shri Praful R. Turakhia	Independent Director	Nil	Nil	-	-	-
	7	**CA Ashok KumarPatni	Independent Director	Nil	Nil	-	-	-
	8	**Shri Sharad Panot	Independent Director	Nil	Nil	-	-	-
	9	**Shri Samyak Modi	Independent Director	Nil	Nil	-	-	-
	10	Mrs. Monica Jain	CFO	16,85,132	15,12,408	172724	11.42%	5.40
	11	CS Devendra Kumar Sahu	CS	9,83,074	9,00,017	83057	9.23%	3.15

Independent Directors were paid sitting fees for attending the Meetings of the Board.

** CA Ashok Kumar Patni, Shri Sharad Panot and Shri Samyak Modi Independent Directors of the Company which were appointed as an additional Non-Executive Independent Directors on 14th August, 2023.

B. The percentage increase in the Median remuneration of employees in the financial year:10%.

C. The number of permanent employees on the Roll of the Company as on 31st March, 2023: 184.

D. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

Based on Remuneration Policy of the Company, average salary of the employees increased at the rate of 10% and average managerial remuneration increased at the rate of 23.14%. This is based on Remuneration Policy of the Company that rewards people based on their contribution to the success of the company and also ensures that external market competitiveness and internal relativities are taken care of.

E. Affirmation that the remuneration is as per the Remuneration Policy of the Company:

The Company affirms that remuneration is as per the remuneration policy of the Company.

F. Name of the top 10 employees in terms of remuneration drawn in the financial year 2023-24:

A statement of top-10 employees in terms of remuneration drawn as per rule 5(2) read with rule 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended, is annexed with the report as âAnnexure-5â.

G. Details of employees who received remuneration in excess of Rs. 102 lakh p.a. or Rs.8.5 Lakhs p.m.:

i. During the year, none of the employeesâ received remuneration in excess of Rs.102.00 Lakhs or more per annum or Rs.8.50 per month for part of the year. In accordance with the provisions of section 197 of the Companies Act, 2013 read with Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.Therefore, no such disclosure is required.

ii. During the year, none of the employees received remuneration in excess of that drawn by the Managing Director or Whole-time director and none of the employees hold two percent of the equity shares of the Company.

TRANSFER OF SHARES AND DIVIDEND AMOUNT TO IEPF:

Pursuant to the provisions of the Companies Act, 2013 read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (âthe Rulesâ) notified by the Ministry of Corporate Affairs, the unclaimed and unpaid dividends amount for the year 2016-17 is required to be transferred to IEPF on the due date as specified in the Notice of the AGM and resulting shares on which no dividend is claimed for a consecutive 7 years will also be transferred to IEPF Authority as per the requirement of the IEPF rules on due date. Further, according to the rules, the resulting shares on which dividend has not been paid or claimed by the shareholders for seven consecutive years or more also need to be transferred to the Demat account of the IEPF Authority.

Accordingly, the company has transferred the unclaimed and unpaid dividends of Rs.5,77,777.00 has also transferred 11,200 equity shares of Rs. 10/- each to the IEPF Authority for the dividend declared by the company in the year 2015-16.

The details related to the dividend remains unpaid-unclaimed from the Company has been given in the Corporate Governance Report attached with the annual report of the Company.

PROVISION OF VOTING BY ELECTRONIC MEANS:

Your Company is providing e-voting facility under section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Amendment Rules, 2015.The ensuing AGM will be conducted through VC/OVAM, and no physical meeting will be held, and your company has made necessary arrangements with CDSL to provide facility for remote e-voting and e-voting at AGM. The details regarding e-voting facility is provided with the notice of the Annual General Meeting.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:A. Economic Scenario and Outlook:

The geopolitical situation remains turbulent since last 4 years. The foremost challenges include military conflicts, climate change induced disasters, political and demography changes and conflicts and their combined uncertainties with fluctuation in economic growth.

Despite the above challenges India remained stable with strong and reliable Union Government since 2014. The Indian economy registered continuous GDP growth rate of approximately 7% in last few years. With well-planned economic policies, India is poised to become third largest economy of 5 Trillion dollars by the

year 2027. This displays the strength and long term sustainability of our economy further supported by the Union budget 2024 which is well crafted and planned for long term economic growth.

Your Company continues its pursuit for technology excellence and modernization and is continuously adding new CNC and other machines to improve and increase productivity and quality. The Company is adding new and advanced software for all functions of Company and especially for production planning. This will have significant improvement in accurate planning of men and material flow and improved deliveries.

It is important to note that Company with its design excellence achieved a major breakthrough for manufacture and supply of its Variable Speed Fluid Couplings of 3000 RPM for Boiler Feed Pump Drive application and have already established and proven the coupling in field. At this time Company has already supplied and including pending orders from large MNC of more than 15 couplings. This particular application was hitherto monopoly of German Company. In past also your Company broke monopoly of German Company on Industrial fan application upto 2500KW power rating. The Companyâs Variable Speed Couplings are established in Oil and Petroleum Industry.

Your Company has now added flexible couplings of various types in its product range which are used by same industry sector and clients of Fluidomat, thus for promotion extra marketing efforts will not be required. These couplings have a huge demand in India and over the years the Company will be able to get a good turnover on this product range.

The Company is on path of continuous growth in turnover and profitability and achieved its highest level of revenue and profit in the year 2023-24. Company enjoys high level confidence in Company products from buyers and clients. With demand growth in all industrial sectors fueled by investment and capacity expansion the Company will have opportunities of growth in turnover.

Company continues to enjoy accreditation of ISO:9001-2015, ISO:14001-2015 & ISO: 45001-2018.

B. Industry structure and developments:

Your Company deals only in the one segment i.e., manufacturing and sale of the hi-tech products "Fluid Couplings" which are mainly used in various sector of industries including Thermal Power Plants, Steel, Metal, Cement, Paper, Chemical, Fertilizers, Coal and Ore-mining and Port handling facilities, etc. New projects in these sectors have important contribution towards growth and profitability of the Company.

C. Quality Management System:

The company continued to be certified under ISO: 9001:2015 by British Standard Institution -BSI Management system for the Companyâs quality system. The Quality Management System in the Company is well defined and is well in place.

D. Internal Control System:

The Company has adequate internal control systems and procedures in place for effective and smooth conduct of business and to meet exigencies of operation and growth. The transactions are recorded and reported in conformity with generally accepted accounting practices. The internal control systems and procedures ensure reliability of financial reporting, compliance with the Companyâs policies and practices, governmental regulations, and statutes. Internal Audit is conducted by independent firm of auditors. Internal Auditors regularly check the adequacy of the system, their observations are reviewed by the management and remedial measures, as necessary, are taken. Internal Auditors report directly to the Chairman of the Audit Committee to maintain its objectivity and independence.

E. Opportunities and Threats:

Since your company caters to the needs of almost all sectors of Industries, therefore it has a good business cushion against recession in one or other sector as the other sector may improve concurrently.

The Indian Government focuses on infrastructure growth will offer more opportunities to capital goods sector. We witnessed broad-based cost pressures and continue to manage the same.

Apart from the normal risk demand-supply conditions, raw material prices, competitor strategies, changes in government regulations, tax regimes, economic developments within the country and globally, no major risks are foreseen.

F. Human Resources:

We are committed to provide our employees with a work environment that is based on fairness, openness and mutual respect. Our on-groundwork force and our employees together are the key to success of our Company.

The Company emphasizes on the highest level of professional ethics, personal decorum, adherence to deadliness, compliance to standards and customer service.

The Company continues with its dedicated efforts to identify talent and has been recognized for its exemplary people-related parties in the industry.

G. Health, Safety and Environment measures:

Company is committed to meet the highest international standards of health, safety and environmental performance. It continues to accord highest priority to conduct safe operations while being responsible towards the environment and ecology.

The Company focused on safe operations in line with its commitments to improve its health, safety and environment performance. As a part of our drive to standardize our health, safety & environment measures, company has certified under Occupational Health &Safety Management System (OHSAS 18001: 2007) for manufacture of Fluid Couplings, Flexible Couplings and Environment Management System (ISO 14001: 2004) by BSI.

Internal and external safety audits and inspections were carried out regularly. Emergency management plans have been developed to deal with any emergency within the factory premises.

H. Segment Reporting & Finance performance of the Product:

Company has only one segment i.e., manufacturing of fluid couplings and the financial performance of the product is being incorporated in the Directorsâ Report section.

I. Cautionary statement:

Statement made in the management discussion and analysis report as regards the expectations or predictions are forward looking statements within the meaning of applicable laws and Regulations. Actual performance may deviate from the explicit or implicit expectations.

J. Risk and Concern

Already disclosed under the relevant heading of the Board Report.

K. Details of Significant Changes in Key Financial Ratios:

Details of Key Financial Ratios were provided under the âStandalone financial statementâ in note number 47 under additional regulatory information. Hence not reproduced in the Board Report.

Return on Net worth is as follows:-

	Key Ratio	2023 -24	2022 -23	Variation in %	Comments
	Return on Net worth (Any Change)	19.82 %	17.77%	11.54%	Increase in profit with improved business Scenario

L. Compliance with Indian Accounting Standards

In the preparation of the financial statements, the Company has followed the Indian Accounting Standards as notified. The significant accounting policies which are consistently applied have been set out in the Notes to the Financial Statements.

INDUSTRIAL RELATIONS:

Companyâs Industrial relations continued to be healthy, cordial, and harmonious during the period under review.

CASE FILED BY THE COMPANY UNDER IBC, 2016:

The company has filed an application in the capacity of Operational Creditor, under section 9 of Insolvency and Bankruptcy Code, 2016 against BGR Energy Systems Limited on 29th June, 2022 which is pending before the Adjudicating Authority, Amravati Bench. The company has filed case for Rs. 156.23 Lakhs being Operational Creditor out of which the company has already received Rs. 156.00 lakhs and the company are yet to receive Rs. 0.23 lakhs as on the date of the Board Report, presently the case is pending before the Honâble Tribunal for adjudication.

GENERAL:

Your directors state that during the year under review:

a. The Company has not issued shares (including sweat equity shares) to employees of the Company under any scheme.

b. There is no requirement to conduct the valuation by the bank and Valuation done at the time of one-time Settlement during the period under review.

c. Neither the Managing Director nor the Whole-time Directors receive any remuneration or commission from its subsidiary.

d. The Company has complied with the applicable Secretarial Standards under the Companies Act, 2013.

e. There are no voting rights exercise by any employee of the Company pursuant to the section 67(3) read with the Rule 16 of the Companies (Share Capital and Debenture) Rules, 2014.

f. Your Company has not declared and approved any Corporate Action viz buy back of securities, mergers and de-mergers, split and issue of any securities and has not failed to implement or complete the Corporate Action within prescribed time lines. However, the company has declared and paid dividend during the period under review in compliance with the applicable laws of the Companies Act, 2013;

g. There were no revisions in the Financial Statement and Boardâs Report.

ACKNOWLEDGEMENT :

Your directors place on record their appreciation of the continued support extended during the year by the companyâs customers, business associates, suppliers, bankers, investors and Government authorities. They also place on record their appreciation of the dedication and contributions made by all the employees for their commitment, hard work and support. Your directors would also like to thank all their shareholders for their continued faith in the company and expect the same in future.

Mar 31, 2023

The directors have pleasure in presenting 47th Annual Report on the business and operations of the Company along with the Standalone & Consolidated Audited Financial Statements for the financial year ended March 31st 2023.

FINANCIAL RESULTS:

Financial performance of the Company is summarized in the table below:- (Rs. In Lakhs)


Particulars	Standalone Year ended on		Consolidated Year ended on
Particulars	31.03.2023	31 .03.2022	31.03.2023	31.03.2022
Revenue from Operations	4615.73	3406.89	4615.73	3406.89
Other Income	127.20	158.46	127.20	1 58.25
Total Income	4742.93	3565.35	4742.93	3565.14
Total Expenditure except Interest and Depreciation	3381.92	2788.88	3381.92	2789.86
Profit before Interest, Depreciation & Tax (EBIDTA)	1361.01	776.47	1361.01	775.28
Less: Interest	0.01	0.31	0.01	0.31
Less: Depreciation	73.94	66.87	73.94	66.87
Profit before Exceptional Items and Tax	1287.06	709.29	1287.06	708.10
Add: Exceptional items (Income tax refund and interest thereon)	0.00	33.35	0.00	33.35
Profit before Tax	1287.06	742.64	1287.06	741.45
Less: (a) Current Tax (b) tax adjustment related to previous year. (c) Deferred Tax	337.11 -7.34 -4.78	187.58 0.00 6.18	337.11 -7.34 -4.78	1 87.58 0.00 6.18
Net Profit for the year from Continuing Operations	962.07	548.88	962.07	547.69
Profit/(loss) from Discontinuing Operations¹	0.00	0.00	-0.92	0.00
Net Profit for the year	962.07	548.88	961.15	547.69
Other Comprehensive Income/(Loss)	-1.09	26.42	-1.09	26.42
Total Comprehensive Income for the year	960.98	575.30	960.06	574.11
Reserves & Surplus	4429.61	3641.08	4426.58	3638.97
EPS (Equity Shares of Rs. 10/- each) Basic & Diluted (in Rs.)	19.50	11.68	19.48	11.65
Paid up Equity Share Capital	492.70	492.70	492.70	492.70

REVIEW OF OPERATIONS /STATE OF AFFAIRS:Standalone:

During the financial year 2022-23, the Company has generated total revenue from operations of Rs. 4742.93 lakhs as against Rs.3565.35 lakhs in the previous financial year 2021-22 representing increase in total revenue of 33.03%.

Company has booked the orders of Rs.5556.24 lakhs during the current financial year as against the order booking of Rs.4125 lakhs in the previous financial year, which is higher by 34.70%.

During the year ended on March 31,2023, the Earnings before Interest, Depreciation and Tax (EBIDTA) has been increased to Rs.1361.01lakhs as against the EBIDTA of Rs. 776.47 lakhs in the corresponding previous financial year.

The Net Profit of the Company for the financial year 2022-23 has increased to Rs. 960.98lakhs as compared to Rs. 575.30 lakhs during the previous financial year. Earning per share (EPS) for the year increased to Rs. 19.50 as compared to EPS of Rs. 11.68 in previous financial year.

Consolidated:

Your company was having a wholly owned foreign subsidiary in the name of Fluidomat UK Private Limited (WOS) in United Kingdom which was incorporated on 26thJune, 2019. The Board of Directors of your Company had approved the proposal to close the said foreign Wholly Owned Subsidiary and had filed application for voluntary strike off on 15th March, 2023 and dissolved on 13th June, 2023.

During the year under review total expenses was Rs.1.20 lakhs. However, WOS having foreign currency fluctuation gain in the financial statement Rs.0.28 lakhs due to conversion of foreign currency into functional currency, net loss of Rs. 0.92 lakhs from discontinued operations during the year have been reported. DIVIDEND:

Your Board of Directors are pleased to recommend a dividend of Rs.4.50 (45%) (Subject to TDS) on Equity Share of Rs.10/- each for the year ended March 31,2023. (Previous year Rs. 3.50 (35%) per Equity Share of Rs.10/- each). The above dividend would be paid subject to approval by the Members in the ensuing Annual General Meeting. The proposed dividend will absorb Rs.221.72 Lakhs (P.Y. Rs.172.45 Lakhs).

TRANSFER TO RESERVES:

During the year, your company has voluntarily transferred Rs 100.00 Lakhs (Previous year Rs. 100.00 Lakhs) to the General Reserves. Except this, the company has not transferred any funds to any kind of Reserves during the year (Previous Year: Nil)

SHARE CAPITAL:

The paid-up Equity Share Capital of the Company as at 31st March, 2023 was Rs.492.70 Lakhs divided into 49.27 Lakhs equity shares of Rs.10/- each. There is no change in the share Capital of the Company during the year. Your company does not hold any instruments convertible into the equity shares.

CHANGE IN CONTROL AND NATURE OF BUSINESS:

There is no change in control and nature of business activities during the period under review.

BUSINESS TRANSFER:

There is no transfer of business during the period under review.

DIRECTORS & KEY MANAGERIAL PERSONNEL:Executive Directors and KMPs:

Declaration for Independency of Independent Directors:

The Company has received necessary declaration from all the independent directors as required under section 149(7) of the Companies Act, 2013 confirming that they meet the criteria of Independence as per the SEBI (LODR) Regulation, 2015 and the Companies Act,2013.In the Opinion of the Board, all the independent directors fulfill the criteria of the independency as required under the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015. All the Independent Directors have also registered themselves with Independent Directorsâ Data bank maintained by the IICA as per requirement of the Companies Act, 2013.

The members of the Company in their 42nd Annual General Meeting held on 26th September, 2018 has reappointed all Independent Directors of the Company for a second term of 5 (five) consecutive years w.e.f. 1st April, 2019 and their office is not liable to retire by rotation.

Directors liable to retire by rotation and seeking re-appointment:

Shri Kunal Jain (DIN- 01475424) the Whole-time Director is liable to retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment. Your directors recommend to pass necessary resolution as proposed in the Item No. 3 of the Notice.

Your Board of Directors upon recommendation of Nomination & Remuneration Committee has recommended to increase the remuneration payable to Shri Ashok Jain, Chairman & Managing Director, Shri Kunal Jain, Whole-time Director designated as Executive Director and Mrs. Radhica Sharma, Whole-time Director designated as Deputy Managing Director w.e.f. 1st October, 2023 for the remaining part of their tenure.

Your Board recommend to pass necessary resolutions as proposed in the Item No. 5 to 7 of the AGM Notice. Executive Director seeking re-appointment:

The tenure of Shri Ashok Jain (DIN: 00007813) Whole-time Director designated as the Chairman & Managing Director will be completed on 30th June,2024 therefore, the Board upon the recommendation of the Nomination and Remuneration Committee proposes his re-appointmentfor a further period of Three (3) years w.e.f. 1stJuly, 2024 and revise remuneration of Shri Ashok Jain w.e.f. 1st October, 2023. He is having age of 74 years therefor the re-appointment would be in confirmation as per the proviso of section 196(3)(a) of the Companies Act, 2013. Your Board of directors recommends passing special resolution as per the Companies Act, 2013 & SEBI (LODR) Regulation, 2015 as set out in the Item No. 5 notice of the Annual General Meeting.

Non-Executive Director (Independent Director) seeking appointment:

Two consecutive term of five years existing Non-Executive Independent Directors are going to be completed on 31st March, 2024. As per section 149 (10) of the Companies Act, 2013 existing Independent Directors cannot continue beyond the two terms. Company needs to appoint Independent Directors in place of existing Independent Directors.

pursuant to Sections 149, 152, 161 read with Schedule IV and other applicable provisions of the Act, Companies (Appointment and Qualification of Directors) Rules, 2014 and SEBI(LODR) Regulations, 2015 and upon recommendation of Nomination and Remuneration Committee, the Board of Directors of the Company at their meeting held on 14th August, 2023 has appointed Shri Ashok Kumar Patni (DIN 10251353),Shri Samyak Modi (DIN 07359320) and Shri Sharad Panot (DIN 10262641)as an additional Director in the category of Non-Executive Independent Directors of the Company with effect from 14th August, 2023 for a period of 5 consecutive years till 13th August, 2028 subject to confirmation of their appointment as a Director under the category of Non-Executive Independent Directors by the shareholders at the ensuing AGM.

Company has received consent from in Form DIR-2 and certificate of disqualification in Form DIR-8 along with declaration of independency as required under the Companies Act, 2013 and SEBI (LODR) Regulations, 2015 from Shri Ashok Kumar Patni (DIN 10251353),Shri Samyak Modi (DIN 07359320) and

Shri Sharad Panot (DIN 10262641). Further, they are all registered under the database maintained by the IICA and he is eligible to being appointed as the Independent Director of the company.

The Board of Directors have taken on record the declarations and confirmations submitted by the Independent Directors and is of the opinion that they are persons of integrity and possesses relevant expertise and experience and their continued association as Director will be of immense benefit and in the best interest of the Company.

Therefore, your Board of Directors recommends passing of necessary resolution to that effect as set out in the Item No. 8, 9 and 10 notice of the Annual General Meeting.

BOARD MEETINGS AND THE BOARD:

A. Number of meetings of the Board:

Total Four(4) meetings of the Board were held during the year. The intervening gap between any two meetings did not exceed 120 days as prescribed by the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015 as per details of the meetings given in the Corporate Governance Report which forms part of this report.

B. Policy on Directorsâ appointment and remuneration:

The Board has, on the recommendation of the Nomination and Remuneration Committee framed a nomination, remuneration and evaluation policy which lays down the criteria for identifying the persons who are qualified to be appointed as directors and/or senior management personnel of the company, along with the criteria for determination of remuneration of directors, KMPâs and other employees and their evaluation and includes other matters, as prescribed under the provisions of section 178 of Companies Act, 2013 and Regulation 19 of SEBI (LODR) Regulations 2015. Policy of the Company has been given at the website of the Company at Link:https://www.fluidomat.com/InvestorRelation.html. The details of the same are also covered in Corporate Governance Report forming part of this annual report.

C. Board Evaluation:

The Company has devised a Policy for Performance Evaluation of the Board, Committees and other individual directors (including Independent Directors) which includes criteria for performance evaluation of Non-Executive Directors and Executive Directors. The evaluation process inter alia considers attendance of Directors at Board and Committee meetings, acquaintance with business, communicating inter se board members, effective participation, domain knowledge, compliance with code of conduct, vision and strategy.

The formal evaluation of performance of individual directors was made by independent directors in their meeting and report on performance evaluation was placed before the Board of Directors for consideration. The report on performance evaluation of the individual directors was reviewed by the Chairman of the Board & Nomination & Remuneration Committee and feedback was given to Directors.

COMMITTEES OF THE BOARD:

In accordance with the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015 and other purposes the Board has the following Four (4) committees as on 31.03.2023:

a) Audit Committee

b) Nomination and Remuneration Committee

c) Stakeholdersâ Relationship Committee

d) Corporate Compliance Committee

Apart from the aforesaid committees under the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015 the Company has also constituted Internal Complaints Committee (ICC) under the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013.A detailed note on the Board and its committees is provided under the Corporate Governance Report section in this report.

DIRECTORSâ RESPONSIBILITY STATEMENT:

a) In the preparation of the annual financial statements for the year ended March 31,2023, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

b) Appropriate accounting policies have been selected, applied consistently and judgment and estimates have been made that are reasonable and prudent so as to gives true and fair view of the state of affairs of the company as at March 31,2023 and of the profit of the company for the year ended on that date;

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

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

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

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

AUDITORS AND THEIR REPORT:

A. Statutory Auditors and their Report:

In terms of the provisions of section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, M/s J.P. Saraf & Co., Chartered Accountants (F.R. No. 006430C),has appointed as the statutory auditors of the Company to hold office for one term of 5 years commencing from conclusion of the 46th Annual General Meeting upto the conclusion of the Annual General Meeting of the Company to be held in the calendar year 2027.

The Standalone and Consolidated Auditors Report and the Notes on financial statement for the year 2022-23 referred to in the Auditorâs Report are self-explanatory and does not contain any qualification, reservation or adverse remark, therefore, do not call for any further comments.

B. Cost Auditors and Records:

As per the aforesaid provisions the Company has crossed the threshold limit of Rs. 35 Crores as per the Audited Financial Statement 2022-23 being aggregate turnover from the individual product/ service for which cost records are required to be maintained.

However, Micro enterprise or a small enterprise including as per the turnover criteria under sub-section (9) of section 7 of the Micro, Small and Medium Enterprises Development Act, 2006 will not be covered. Since the Company is falling under the category of small enterprise therefore the Cost record and Audit are exempted for the financial year 2023-24.

C. 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, the Board has re-appointed M/s D.K. Jain & Co., Company Secretaries to undertake the Secretarial Audit of the Company for the year 2022-23. The Secretarial Auditors has made certain observations which have been replied by the Management of the company. The Report of the Secretarial Audit for the year 2022-23 in the Form MR-3 is annexed herewith as âAnnexure-1â.

Observations of the Secretarial Auditors:

a) as per Para 5 of the Circular No. SEBI/ HO/ MIRSD/ MIRSD_ RTAMB/ P/ CIR/2022/70 dated 25th May, 2022 the Company was required to obtain a Special Contingency Insurance Policy for insuring the risk arising out of the requirements relating to issue of duplicate securities.

Managementâs Reply:

a) the risk category was not defined by the Insurance Service Providers. We had already sent proposal for special contingency insurance policy but Insurance Service Providers had rejected the same (reason not having the product risk category).

However, after listing the risk category by the Oriental Insurance Company Limited, Insurance Service Provider. We have taken the same on 4th August, 2023.

D. Disclosure of frauds against the Company:

The auditors have not found any fraud as required to be reported by them under section 143(12) to the Central Government during the year 2022-23. Further that, there were no instances of fraud, other than those which are reportable to the Central Government covered under section 134(3)(ca) of the Companies Act, 2013.

TRANSACTIONS WITH RELATED PARTIES:

The Company has not entered into any material contracts or arrangements with the related parties during the year 2022-23 and all the contracts or arrangements that were entered with the related parties are in ordinary course of business and on armâs length basis, which were approved by the Audit Committee and the Board from time to time. Therefore, there is no particulars of contracts or arrangements with related parties referred to in section 188(1) of the Companies Act, 2013 which needs to be disclosed in the prescribed form AOC-2 and may be treated as not applicable. However, the related party transactions as covered under Indian Accounting Standards (IND AS 24) have been disclosed in the Note No. 47b of the financial statements for the year under review.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

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

CONSOLIDATED FINANCIAL STATEMENTS:

Company has one Wholly Owned Subsidiary incorporated in UK. Therefore, company is presenting Consolidated Financial Statement for the year 2022-23.Pursuant to section 136 of the Companies Act, 2013 the Standalone financial statements and consolidated financial statements along with relevant documents and separate unaudited accounts of Fluidomat UK Private Limited are available on the link (https://www.fluidomat.com/InvestorRelation.html) of the company.

PERFORMANCE OF SUBSIDIARIES, ASSOCIATE COMPANIES AND JOINT VENTURES:

Your company has one Wholly Owned Subsidiary (WOS) Fluidomat UK Private Limited incorporated on 26th June, 2019. However, there is no associate company or/and joint venture within the meaning of Section 2(6) of the Companies Act, 2013.

The Board of Directors has approved the proposal to strike off its wholly owned subsidiary (WOS) in their meeting held on 11th February, 2023 as it has no business activities since its incorporation and the said

subsidiary has filed application for Voluntary Striking off in UK on 15th March, 2023 and dissolved on 13th June, 2023.

However, pursuant to Section 129(3) of the Companies Act, 2013 a statement containing salient features of the financial statements of the Companyâs subsidiaries in Form AOC-1 is annexed herewith as âAnnexure2â.

PUBLIC DEPOSITS:

Your Company has not accepted deposit from the public, falling within the ambit of section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 and there were no remaining unpaid or unclaimed deposits as on 31st March, 2023. Further, the Company has not accepted any deposit or loans in contravention of the provisions of the Chapter V of the Companies Act, 2013 and the Rules made there under.


S. No.	Particulars	Amt in Rs.
1	Details of Deposits accepted during the year	Nil
2	Deposits remaining unpaid or unclaimed at the end of the year	Nil
3	Default in repayment of deposits At the beginning of the year Maximum during the year At the end of the year	N.A.
4	Deposits not in compliance with law	N.A.
5	NCLT/ NCLAT orders w.r.t. depositors for extension of time and penalty imposed	N.A.

There are no deposits which are not in compliance with the requirements of Chapter V of the Companies Act, 2013 and the rules made thereunder.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL RESULTS:

Nothing has come to the attention of the Directors to indicate that any material breakdown in the function of these controls, procedures or systems occurred during the year under review. There have been no significant changes in the Companyâs internal financial controls during the year that have materially affected or are reasonably likely to materially affect its internal financial controls. There are inherent limitations to the effectiveness of any system of disclosure, controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There is no material changes and commitments affecting the financial position of the Company occurred during the Financial Year to which these financial statements relate and the date of report except that, The Board of Directors has approved the proposal to strike off its wholly owned subsidiary (WOS) in their meeting held on 11th February,2023 as it has no business activities since its incorporation and the said subsidiary has filed application for Voluntary Striking off in UK on 15th March, 2023 and dissolved on 13th June, 2023.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

The Company has not provided any loans and/or guarantees pursuant to section 186 of the Companies Act, 2013. However, The Company has made investments in Mutual funds and made investment in the WOS and has also given advance against salary or otherwise to the employees of the Company as per the Companyâs policy. Details of the existing investment is provided in the Financial Statement and hence, not reproduced here.

ANNUALRETURN:

Pursuant to section 134(3)(a) and section 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the draft Annual Return in form MGT-7 for the year ended 31st March, 2023 is hosted on link (https://www.fluidomat.com/InvestorRelation.html) The same shall be filed to Registrar of Companies after Annual General Meeting to be held on 26th September, 2023

CORPORATE SOCIAL RESPONSIBILITY (CSR):

In view of the profit of Fluidomat during immediately preceding three financial years, the company is required to undertake Corporate Social Responsibility (CSR) activities during the year 2022-23 as per provisions of the section 135 of the Companies Act, 2013 and the rules made there under. As part of its initiatives under CSR, Fluidomat has undertaken activities in the areas of Education and animal welfare. The company has also contributed a part of its CSR obligation to the Prime Minister National Relief Fund (PMNRF) as covered in the Schedule VII of the Companies Act, 2013.

The Company was required to spend Rs.11.28 lakhs based of the average qualifying net profits of the last three financial years on CSR activities on projects in FY 2022-23. During the year under review, the Company has spent Rs. 4.28 lakhs on CSR activities and the unspent amount Rs. 7.00 lakhs have been transferred to Fund specified in Schedule VII of the Companies Act, 2013 within the prescribed time limit.

The Annual Report on CSR containing the composition of the CSR & Sustainability Committee, salient features of the CSR Policy, details of activities, and other information as required under Companies (Corporate Social Responsibility Policy) Rules, 2014 are provided in âAnnexure -3â attached to this Report. The CSR Policy may be accessed on the Companyâs website at the link https: // www. fluidomat.com/InvestorRelation.html.

The Company is not required to have CSR Committee as such, the Board is responsible to implements of the CSR activities.

CORPORATE GOVERNANCE:

Your Company firmly believes and adopts the highest standard of practice under Corporate Governance. A separate section on Corporate Governance and a certificate obtained from Auditors of the Company and Practicing Company Secretary related Disqualification of Directors form part of Corporate Governance Report.

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

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of the Companies (Accounts) Rules, 2014, is annexed herewith as âAnnexure-4â.

INTERNAL COMMITTEE ON PREVENTION OF SEXUAL HARASSMENT:

The Company has framed âAnti-Sexual Harassment Policyâ at workplace and has constituted Internal Complaints Committee (ICC) as per the requirement of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules made thereunder. A detailed note on the same is provided under the Corporate Governance Report section in this report.

RISK MANAGEMENT:

The Company has a well-defined process to ensure the risks are identified and mitigation steps are put in place. The Companyâs Risk Management process focuses on ensuring that these risks are identified on a timely basis and reasonably addressed. The Audit Committee oversees financial risks and controls. Major risks are identified by the businesses and functions and these are systematically addressed through mitigating actions on continuing basis.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

Your company has a Vigil Mechanism in place which also includes a whistle blower policy in terms of the SEBI (LODR) Regulation, 2015 for Directors and employees of the Company to provide a mechanism which ensures adequate safeguards to employees and Directors from any victimization on raising of concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any financial statements and reports, etc. The Vigil Mechanism/Whistle Blower Policy of the Company can be accessed on the Companyâs website at the link (https://www.fluidomat.com/InvestorRelation.html) and the same is being attached with this Report as âAnnexure-5â.

All the employees have the right/option to report their concern/grievance to the Chairman of the Audit Committee. During the year under review no protected disclosure from any Whistle Blower was received by the designated officer under the Vigil Mechanism.

PARTICULARS OF EMPLOYEES:

A. Ratio of the remuneration of each director to the median employeeâs remuneration and the percentage increase in remuneration of each Director & Key Managerial Personnel:


S. No.	Name	Designation	Remuneration for the year 2022-23 (Rs.)	Remuneration for the year 2021-22 (Rs.)	Increase In Remuneration (Rs.)	Percentage of Increase in Remuner ation	Ratio Between Directorâs Remuneration and Median Employee Remuneration
1	Shri Ashok Jain	CMD	77,77,392	59,98,955	17,78,437	29.65%	31.18
2	Shri Kunal Jain	WTD	53,75,388	48,00,700	5,74,688	11.97%	21.55
3	Radhica Sharma	WTD	51,67,200	45,28,500	6,38,700	14.10%	20.71
4	*Shri Khushal Chandra Jain	Independent Director	Nil	Nil	-	-	-
5	*CA Mahendra Kumar Shah	Independent Director	Nil	Nil	-	-	-
6	*Shri Praful R. Turakhia	Independent Director	Nil	Nil	-	-	-
7	Mrs. Monica Jain	CFO	15,12,408	14,29,318	83,090	5.81%	6.06
8	CS Devendra Kumar Sahu	CS	9,00,017	8,17,676	82,341	10.07%	3.61

*Shri Khushal Chandra Jain, CA Mahendra Kumar Shah and Shri Praful R. Turakhia Independent Directors were paid sitting fees for attending the Meetings of the Board.

B. The percentage increase in the Median remuneration of employees in the financial year: 10%.

C. The number of permanent employees on the Roll of the Company as on 31st March, 2023: 182.

D. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

Based on Remuneration Policy of the Company, average salary of the employees increased at the rate of 10% and average managerial remuneration increased at the rate of 18.57%. This is based on Remuneration Policy of the Company that rewards people based on their contribution to the success of the company and also ensures that external market competitiveness and internal relativities are taken care of.

E. Affirmation that the remuneration is as per the Remuneration Policy of the Company:

The Company affirms that remuneration is as per the remuneration policy of the Company.

F. Name of the top 10 employees in terms of remuneration drawn in the financial year 2022-23:

G. Details of employees who received remuneration in excess of Rs. 102 lakh p.a. or Rs.8.5 Lakhs p.m.:

i. During the year, none of the employeesâ received remuneration in excess of Rs.102.00 Lakhs or more per annum or Rs.8.50 per month for part of the year. In accordance with the provisions of section 197 of the Companies Act, 2013 read with Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Therefore, no such disclosure is required.

ii. During the year, none of the employees received remuneration in excess of that drawn by the Managing Director or Whole-time director and none of the employees hold two percent of the equity shares of the Company.

TRANSFER OF SHARES AND DIVIDEND AMOUNT TO IEPF:

Pursuant to the provisions of the Companies Act, 2013 read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (âthe Rulesâ) notified by the Ministry of Corporate Affairs, the unclaimed and unpaid dividends amount for the year 2015-16 is required to be transferred to IEPF on the due date as specified in the Notice of the AGM and resulting shares on which no dividend is claimed for a consecutive 7 years will also be transferred to IEPF Authority as per the requirement of the IEPF rules on due date. Further, according to the rules, the resulting shares on which dividend has not been paid or claimed by the shareholders for seven consecutive years or more also need to be transferred to the Demat account of the IEPF Authority. Accordingly, the company has transferred the unclaimed and unpaid dividends of Rs.6,25,133.00 has also transferred 10,119 equity shares of Rs. 10/- each to the IEPF Authority for the dividend declared by the company in the year 2014-15.

The details related to dividend remains unpaid-unclaimed from the Company has been given in the Corporate Governance Report attached with the annual report of the Company.

PROVISION OF VOTING BY ELECTRONIC MEANS:

Your Company is providing e-voting facility under section 108 of the Companies Act, 2013 read with Rule 20

of the Companies (Management and Administration) Amendment Rules, 2015.The ensuing AGM will be conducted through VC/OVAM, and no physical meeting will be held, and your company has made necessary arrangements with CDSL to provide facility for remote e-voting and e-voting at AGM. The details regarding e-voting facility is provided with the notice of the Annual General Meeting.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:Economic Scenario and Outlook:

Post covid and continuing Ukraine war the Global economy remains in volatile state.

Europe is facing inflation and energy crisis with rising labour cost and demand recession. Their product cost is increasing and affecting competitiveness.

Contrary to Global scenario Indian economy is growing and the industry is full of confidence and bringing in new investments by Private as well as Government Sector infrastructure. The inflation rate is contained in below alarming level. The Jan Dhan bank accounts have risen to approximately 50 crore bank accounts thus providing money directly in hand of users and thus increasing their spending power and boosting economy.

On Global level Indian Products and their quality is now enjoying acceptance and confidence. Thus crisis in Europe offers opportunities to Indian products. Many foreign Companies are investing in India and installing manufacturing facilities to supply to world market thus our exports will get boost in long term. Engineering Industry is sure to get boost in Exports more so when de-dollarisation and trade in Indian Rupees is established.

The Company is expected to grow in turnover in future which is reflected by pending orders of Rs. 50.79 Crores as on 1st April, 2023 and continued strong order booking during the current financial year.

The Company continued to focus on technology up-gradation which will help Company to improve its product quality and productivity.

Company continues with activity of extending product range with development and R & D activity. Company continues to enjoy accreditation of ISO:9001-2015, ISO:14001-2015 & ISO: 45001-2018.

B. Industry structure and developments:

Your Company deals only in the one segment i.e., manufacturing and sale of the hi-tech products "Fluid Couplings" which are mainly used in various sector of industries including Thermal Power Plants, Steel, Metal, Cement, Paper, Chemical, Fertilizers, Coal and Ore-mining and Port handling facilities, etc. New projects in these sectors have important contribution towards growth and profitability of the Company.

C. Quality Management System:

The company continued to be certified under ISO: 9001:2015 by British Standard Institution -BSI Management system for the Companyâs quality system. The Quality Management System in the Company is well defined and is well in place.

D. Internal Control System:

The Company has adequate internal control systems and procedures in place for effective and smooth conduct of business and to meet exigencies of operation and growth. The transactions are recorded and reported in conformity with generally accepted accounting practices. The internal control systems and procedures ensure reliability of financial reporting, compliance with the Companyâs policies and practices, governmental regulations, and statutes. Internal Audit is conducted by independent firm of auditors. Internal Auditors regularly check the adequacy of the system, their observations are reviewed by the management and remedial measures, as necessary, are taken. Internal Auditors report directly to the Chairman of the Audit Committee to maintain its objectivity and independence.

E. Opportunities and Threats:

Since your company is catering the needs of almost all sectors of Industries, therefore it has a good business

cushion against recession in one or other sector as the other sector may improve concurrently.

The Indian Government focuses on infrastructure growth will offer more opportunities to capital goods sector. We witnessed broad-based cost pressures and continue to manage the same.

Apart from the normal risk demand-supply conditions, raw material prices, competitor strategies, changes in government regulations, tax regimes, economic developments within the country and globally, no major risks are foreseen.

F. Human Resources:

We are committed to provide our employees with a work environment that is based on fairness, openness and mutual respect. Our on-groundwork force and our employees together are the key to success of our Company.

The Company emphasizes on the highest level of professional ethics, personal decorum, adherence to deadliness, compliance to standards and customer service.

The Company continues with its dedicated efforts to identify talent and has been recognized for its exemplary people-related parties in the industry.

G. Health, Safety and Environment measures:

The Company focused on safe operations in line with its commitments to improve its health, safety and environment performance. As a part of our drive to standardize our health, safety & environment measures, company has certified under Occupational Health & Safety Management System (OHSAS 18001: 2007) for manufacture of Fluid Couplings, Flexible Couplings and Environment Management System (ISO 14001: 2004) by BSI.

We continue to closely monitor the pandemic situation across the globe and place a high priority on the health and safety of our employees.

Internal and external safety audits and inspections were carried out regularly. Emergency management plans have been developed to deal with any emergency within the factory premises.

H. Segment Reporting & Finance performance of the Product:

Company has only one segment i.e., manufacturing of fluid couplings and the financial performance of the product is being incorporated in the Directorsâ Report section.

I. Cautionary statement:

Statement made in the management discussion and analysis report as regards the expectations or predictions are forward looking statements within the meaning of applicable laws and Regulations. Actual performance may deviate from the explicit or implicit expectations.

J. Details of Significant Changes in Key Financial Ratios:

Details of Key Financial Ratios were provided under the âStandalone financial statementâ in note number 48.14 under additional regulatory information. Hence not reproduced in the Board Report.

Return on Net worth is as follows:-


Key Ratio	2022 -23	2021 -22	Variation in %	Comments
Return on Net worth (Any Change)	21.25%	13.98%	52%	Increased due to increase in profit

K. Compliance with Indian Accounting Standards

In the preparation of the financial statements, the Company has followed the Indian Accounting Standards as notified. The significant accounting policies which are consistently applied have been set out in the Notes to the Financial Statements.

INDUSTRIAL RELATIONS:

Companyâs Industrial relations continued to be healthy, cordial, and harmonious during the period under review.

CASE FILED BY THE COMPANY UNDER IBC, 2016:

The company has filed an application u/s 9 of IBC, 2016 in the capacity of Operational Creditor against BGR Energy Systems Ltd. on 29th June, 2022 which is pending before the Adjudicating Authority, Amravati Bench.

However, Company has received Rs. 120.00 lakhs against Rs. 156.23 lakhs outstanding amount is Rs. 36.23 lakhs as on the date of the Board Report.

GENERAL:

Your directors state that during the year under review:

a. The Company has not issued shares (including sweat equity shares) to employees of the Company under any scheme.

b. There is no requirement to conduct the valuation by the bank and Valuation done at the time of one-time Settlement during the period under review.

c. Neither the Managing Director nor the Whole-time Directors receive any remuneration or commission from its subsidiary.

d. The Company has complied with the applicable Secretarial Standards under the Companies Act, 2013.

e. There are no voting rights exercise by any employee of the Company pursuant to the section 67(3) read with the Rule 16 of the Companies (Share Capital and Debenture) Rules, 2014.

f. Your Company has not declared and approved any Corporate Action viz buy back of securities, mergers and de-mergers, split and issue of any securities and has not failed to implement or complete the Corporate Action within prescribed timelines. However, the company has declared and paid dividend during the period under review in compliance with the applicable laws of the Companies Act, 2013;

g. There were no revisions in the Financial Statement and Boardâs Report.

ACKNOWLEDGEMENT:

The Board of Directors of your Company had approved the proposal to close foreign Wholly Owned Subsidiary from UK. The Subsidiary had filed application for voluntary strike off on 15th March, 2023. Therefore, loss from the subsidiary due to filing application before the authority for voluntary striking off the subsidiary has been considered as a loss from discontinued business.

Mar 31, 2018

The members Fluidomat Ltd.

The Directors have pleasure in presenting 42^ndAnnual Report on the business and operations of the Company together with the audited financial statements for the financial year ended March 31, 2018.

FINANCIAL RESULTS:

The Summarized financial results for the year as under :

(Rs. In Lakhs)

Particulars	Year ended on
	31.03.2018	31.03.2017
Revenue from Operations	2405.48	2797.87
Other Income	109.52	99.91
Total Income	2515.00	2897.78
Total Expenditure except Interest and Depreciation	2130.77	2415.04
Profit before Interest, Depreciation & Tax (EBIDTA)	384.23	482.74
Less: Interest	0.09	0.00
Less: Depreciation	69.87	68.74
Profit before Tax	314.27	414.00
Less: (a) Current Tax	94.21	145.76
(b) Deferred Tax	(12.62)	(6.51)
Net Profit for the Year	232.68	274.75
Reserves & Surplus	2606.01	2477.11
EPS (Equity Shares of Rs. 10/- each) Basic & Diluted (in Rs.)	4.72	5.58
Paid up Equity Share Capital	492.70	492.70

REVIEW OF OPERATIONS /STATE OF AFFAIRS:

The highlights of the Companyâs performance are as under:

For the year ended on March 31, 2018 the Company has posted a total revenue of Rs. 2471.92 lakhs (net of Excise duty) as against Rs. 2652.29 lakhs (net of Excise duty) in the previous year, representing a marginal decrease of 6.80%.

For the year ended March 31, 2018 the Company has achieved Earnings before Interest, Depreciation and Tax (EBIDTA) of Rs. 384.23 lakhs as against the EBIDTA of Rs. 482.74 lakhs during the previous year.

The Net Profit of the Company for the year 2017-18 was Rs. 232.68 lakhs compared to Rs. 274.75 lakhs during the previous year. The company holds total unexecuted orders about Rs. 1988.00 lakhs as on 31.03.2018.

Earnings per share (EPS) for the year 2017-18 stood at Rs. 4.72 compared to EPS Rs. 5.58 of previous year.

DIVIDEND:

Your Board of Directors are pleased to recommend a dividend of Rs.1.75(17.50%) on Equity Share of Rs.10/- each for the year ended March 31, 2018. (Previous year Rs.1.75 (17.50%) per Equity Share of Rs.10/- each).The above dividend would be paid subject to approval by the Members in the ensuing Annual General Meeting. The proposed dividend will absorb Rs.103.95 Lakhs including Dividend Distribution Tax of Rs.17.72 Lakhs.

TRANSFER TO RESERVES:

During the year, your company has voluntarily transferred Rs 100.00 Lakhs to the General Reserves, Previous year Rs. 100.00 Lakhs.

SHARE CAPITAL:

The paid up Equity Share Capital as on 31st March, 2018 was Rs. 492.70 Lakhs divided into 49.27 Lakhs equity shares of Rs. 10/- each. There is no change in Equity share Capital of the Company during the year. Your company do not hold any instruments convertible into the equity shares of the Company.

DIRECTORS & KEY MANAGERIAL PERSONNELS:

Executive Directors and KMPs

The Company is having adequate Key Managerial Personnelâs as per requirements of section 203 of the Companies Act, 2013 as well as the SEBI (LODR) Regulations, 2015. There is no change in the key managerial personnelâs during the year under review. However, at the Annual General Meeting (AGM) held on September 26, 2017 the Members had re-appointed Shri Kunal Jain as the whole-time Director(DIN 01475424) w.e.f. May 01, 2018 for a further term of Five years.

Declaration for Independency of Independent Directors

The Company have received necessary declaration from all the independent directors as required under section 149(6) of the Companies Act, 2013 confirming that they meet the criteria of Independence as per the SEBI (LODR) Regulation, 2015 and the Companies Act, 2013. In the Opinion of the Board, all the independent directors fulfills the criteria of the independency as required under the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015.

Independent Directors seeking re-appointment:

Pursuant to the provision of section 149(10) of the Companies Act, 2013 a term of five consecutive years on the Board of the Company of Shri Khushal Chandra Jain (DIN 00007916), Shri Mahendra Kumar Shah (DIN 00014556) and Shri Praful Turakhia (DIN 00366398) as Independent Directors will be completed on 31^st March, 2019.

However, they are eligible for re-appointment on passing of special resolution for a second term of five consecutive years. Therefore, the Board in their meeting held on 13^thAugust, 2018 upon the recommendation of the Nomination and Remuneration Committee has recommended their re-appointment w.e.f. 1^st April, 2019 to 31^st March, 2024. Your Board of directors recommends to pass necessary special resolutions to that effect as set out in the notice of the Annual General Meeting.

Further that Shri Khushal Chandra Jain (DIN 00007916) has attained the age of 75 years, during his tenure on 7^thJanuary, 2018, therefore, the Company has proposed to pass special resolution as included in the Item No. & resolution No. 5 of the Notice. Directors liable to retire by rotation seeking re-appointment:

ShriAshok Jain, (DIN 00007813), the Chairman and Managing director is liable to retire by rotation at the ensuing annual general meeting and being eligible offers himself for re-appointment. Your directors recommend to pass necessary resolution as proposed in the Item No. 4 of the Notice.

Executive Directors seeking re-appointment:

The tenure of Shri. Ashok Jain as the Managing Director will be completed on 30^th June, 2019 further he shall also attend the age of 70 years on 04/01/2019; therefore, the Board upon the recommendation of the Nomination and Remuneration Committee has re-appointed him for a further period of five years w.e.f. 1^th July, 2019. Your Board of directors recommends top as special resolution as per the proviso of section 196(3)(a) of the Companies Act, 2013 to that effect as set out in the notice of the Annual General Meeting and justification for re-appointing him is being annexed in the explanatory statement.

BOARD MEETING AND THE BOARD:

A. Number of meetings of the Board:

Total Four (4) meetings of the Board were held during the year. The intervening gap between any two meetings was not exceeding 120 days as prescribed by the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015. For further details of the meetings, please refer the Corporate Governance Report which forms part of this report.

B. Policy on Directorsâ appointment and remuneration:

The Board has, on the recommendation of the nomination and remuneration committee framed a nomination, remuneration and evaluation policy which lays down the criteria for identifying the persons who are qualified to be appointed as directors and, or senior management personnel of the company, along with the criteria for determination of remuneration of directors, KMPâs and other employees and their evaluation and includes other matters, as prescribed under the provisions of section 178 of Companies Act, 2013 and Regulation 19 of SEBI (LODR) Regulations 2015. Policy of the Company has been given at the website of the Company at Link:-http://www.fluidomat.com. The details of the same are also covered in Corporate Governance Report forming part of this annual report.

C. Board Evaluation:

The Company has devised a Policy for performance evaluation of the Board, Committees and other individual Directors (including Independent Directors) which include criteria for performance evaluation of Non-executive Directors and Executive Directors. The evaluation process inter alia considers attendance of Directors at Board and committee meetings, acquaintance with business, communicating inter se board members, effective participation, domain knowledge, compliance with code of conduct, vision and strategy.

The Board carried out an annual performance evaluation of the Board, Committees, Individual Directors and the Chairman. The Chairman of the respective Committees shared the report on evaluation with the respective Committee members. The performance of each Committee was evaluated by the Board, based on report on evaluation received from respective Committees. The report on performance evaluation of the Individual Directors was reviewed by the Chairman of the Board and feedback was given to Directors.

COMMITTEES OF THE BOARD:

In accordance with the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015 and other purposes the Board has the following Five(5) committees:

(a) Audit Committee

(b) Nomination and Remuneration Committee

(d) Corporate Social Responsibility Committee (CSR)

(e) Risk Management Committee (Voluntarily constituted)

Apart from the aforesaid committees under the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015 the Company has also constituted Internal Complaints Committee (ICC) under the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013.A detailed note on the Board and its committees is provided under the Corporate Governance Report section in this report.

DIRECTORSâ RESPONSIBILITY STATEMENT:

a) In the preparation of the annual financial statements for the year ended March 31, 2018, the applicable accounting standards have been followed;

b) Appropriate accounting policies have been selected, applied consistently and judgment and estimates havebeen made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at March 31, 2018 and of the profit of the company for the year ended on that date;

c) Proper and sufficient care has been taken for the maintenance of adequate accounting records inaccordance with the provisions of the Companies Act,2013 for safe guarding the assets of the company and for preventing and detecting fraud and other irregularities;

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

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

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

AUDITORS AND THEIR REPORT:

A. Statutory Auditors:

In terms of the provisions of section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, M/s. C.P. Rawka & Co., Chartered Accountants, (Firm RegistrationNo. 000518C) was appointed as the statutory auditors of the Company to hold office for one term of 5 years commencing from conclusion of the 41^stAnnual General Meeting upto the conclusion of the Annual General Meeting of the Company to be held in calendar year 2022. The Auditors have confirmed that they eligible to continuing as Auditors of the Company. Further, as per amendment made in section 139 of the Companies Act, 2013 which came in to force w.e.f. 7^th May, 2018, the company is not required to ratify the their appointment.

The Auditors Report and the Notes on financial statement for the year 2017-18 referred to in the Auditorâs Report are self-explanatory and does not contain any qualification, reservation or adverse remark, therefore, do not call for any further comments.

B. Cost Auditors:

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, amended time to time, the provision regarding Cost Audit under this act was not applicable to Company during the year 2017-18.

C. 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, the Board has appointed M/s D.K. Jain & Co., Company Secretaries to undertake the Secretarial Audit of the Company for the year 2017-18. The Secretarial Auditors in their report for the year 2017-18 has confirmed the compliances by the Company as covered in their report.

The Report of the Secretarial Audit for the year 2017-18 in the F orm MR-3 is annexed herewith as âAnnexure-1

D. Disclosure of frauds against the Company:

There were no instances for other than reportable fraud to the Central Government covered under section 134(3)(ca) of the Companies Act, 2013. Further that, the auditors have not found any fraud as required to be reported by them under section 143(12) to the Central Government during the year 2017-18.

TRANSACTIONS WITH RELATED PARTIES:

The Company has not entered into any material contracts, with the related parties during the year 2017-18 and other contracts or arrangements were in the ordinary course of business on arms length basis, which were approved by the Audit Committee and the Board from time to time. Therefore, there is no particulars of contracts or arrangements with related parties referred to in section 188(1) of the Companies Act, 2013 which needs to disclose in the prescribed form AOC-2 and may be treated as not applicable. However, the related party transactions as covered under Indian Accounting Standards (Ind AS 24) have been disclosed in the Note No. 41 of the financial statements for the year under review.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

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

CONSOLIDATED FINANCIAL STATEMENTS:

Since the Company does not have any subsidiary, associate or joint venture, therefore the requirement for consolidation of the Financial Statements are not applicable to the Company.

PERFORMANCE OF SUBSIDIARIES, ASSOCIATE COMPANIES AND JOINT VENTURES:

Your company does not have any subsidiary, associate or joint venture company at the beginning or any time during the year 2017-18 therefore, the disclosure in the Form AOC-1 is not applicable to the Company.

PUBLIC DEPOSITS:

The Company has not accepted any deposits from the general public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.Further that the Company has not accepted any deposits in contravention of the provisions of the Chapter V of the Companies Act, 2013 and rules made thereunder.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL RESULTS:

The Board of Directors has devised systems,policies and procedures / frameworks, which are currently operational within the Company for ensuring the orderly and efficient conduct of its business, which includes adherence to Companyâs policies, safeguarding assets of the Company, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial information. In line with best practices, the Audit Committee and the Board reviews the internal control systems to ensure they remain effective andare achieving their intended purpose. Where weaknesses, if any, are identified as a result of the reviews, new procedures are put in place to strengthen controls. These controls are inturn reviewed at regular intervals. Nothing has come to the attention of the Directors to indicate that any material breakdown in the function of these controls, procedures or systems occurred during the year under review. There have been no significant changes in the Companyâs internal financial controls during the year that have materially affected, or are reasonably likely to materially affect its internal financial controls. There are inherent limitations to the effectiveness of any system of disclosure, controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

No material changes and commitments affecting the financial position of the Company occurred during the Financial Year to which this financial statements relate and the date of report.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

The Company has not provided any loans, guarantees and not made any investments pursuant to section 186 of the Companies Act, 2013 except the investments made by the company in the quoted Mutual Funds during the year under review. Details of which are as under:-

Sr. No.	Name of the Mutual Fund	Investment Amount (in Rs.)
1	IDFC Sterling Equity Fund (Growth option)	20,00,000.00
2	DSP BR Small & Midcap Fund (Growth option)	20,00,000.00
3	L&T Emerging Business Fund (Growth option)	20,00,000.00
4	Tata India Cunsumer Fund (Growth option)	20,00,000.00
	TOTAL	80,00,000.00

The investment made by the company are within the limit prescribed u/s 186 of the Companies Act, 2013.

The Company has given advance against salary or otherwise to employees of the Company as per the Companyâs policy. EXTRACT OF ANNUAL RETURN:

The Extract ofthe Annual Return in form MGT-9 for the year ended 31^stMarch, 2018 is annexed herewith as âAnnexure-2â. The same is available at www.fluidomat.com

CORPORATE SOCIAL RESPONSIBILITY (CSR):

In view of the requirement under section 135 ofthe Companies Act, 2013, and the rules made their under, the company is having CSR Committee and policy for CSR indicating the activities to be undertaken by the Company. Report on CSR as per Rule 8 of the Companies (CSR Policy) Rules, 2014 is enclosed as âAnnexure-3â of this Report.

CORPORATE GOVERNANCE:

Your Company firmly believes and adopts the highest standard of practice under Corporate Governance. A separate section on Corporate Governance and a certificate obtained from Auditors of the Company that effect form part of this Annual Report.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO: The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of the Companies (Accounts) Rules, 2014, is annexed herewith as âAnnexure-4â.

INTERNAL COMMITTEE ON PREVENTION OF SEXUAL HARASSMENT:

The Company has framed âAnti-Sexual Harassment Policyâ at workplace and has constituted Internal Complaints Committee (ICC) as per the requirement of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules made thereunder. No complaints with allegations of sexual harassment were reported during the year under review.

RISK MANAGEMENT:

The Board of Directors of the Company has formed a Risk Management Committee to frame, implement and monitor the risk management plan for the Company. The Committee is responsible for reviewing the risk management plan and ensuring its effectiveness.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

Your company has a Vigil Mechanism in place which also includes a whistle blower policy in terms of the listing regulation for Directors and employees of the Company to provide a mechanism which ensures adequate safeguards to employees and Directors from any victimization on raising of concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any financial statements and reports, etc.The Vigil Mechanism/Whistle Blower Policy of the Company can be accessed on the Companyâs website at the link:(http://www.fluidomat.com/investor-relation/) and the same is being attached with this Report as âAnnexure-5

All the employees have the right/option to report their concern/grievance to the Chairman of the Audit Committee. During the year under review no protected disclosure from any Whistle Blower was received by the designated officer under the Vigil Mechanism.

PARTICULARS OF EMPLOYEES:

A. Ratio of the remuneration of each director to the median employeeâs remuneration and the percentage increase in remuneration of each Director & Key Managerial Personnel:

S. No	Name	Designation	Remuneration for the year 2017-18(Rs.)	Remuneration for the year 2016-17(Rs.)	Increse In Remuneration (Rs.)	Percentage of Increase In Remunera tion	Ratio Between Directorâs Remuneration and Median Remuneration
1	Shri Ashok Jain	CMD	44,44,389	44,21,784	22,605	0.51%	21.46
2	Shri Kunal Jain	WTD	35,00,948	32,12,102	2,88,846	9.00%	17.44
3	Radhica Sharma	WTD	27,36,600	24,02,186	3,34,414	13.92%	13.66
4	*Shri Khushal Chandra Jain	Independent Director	Nil	Nil	NA	NA	NA
5	*CA Mahendra Kumar Shah	Independent Director	Nil	Nil	NA	NA	NA
6	*Shri Praful R Turakhia	Independent Director	Nil	Nil	NA	NA	NA
7	Mrs. Monica Jain	CFO	11,60,364	10,98,250	62,114	5.66%	5.77
8	CS Devendra Kumar Sahu	CS	4,34,906	3,57,904	77,002	21.51%	2.26

*Shri Khushal Chandra Jain, CA Mahendra Kumar Shah and Shri Praful R. Turakhia Independent Directors were paid sitting fees for attending the Meetings of the Board.

B. The percentage increase in the Median remuneration of employees in the financial year: 18.13%.

C. The number of permanent employees on the Roll of the Company as on 31^stMarch, 2018: 198.

D. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

Based on Remuneration Policy of the Company, salary of the employees was increased at average 10% and managerial remuneration was increased at 7.81% this is based on Remuneration Policy of the Company that rewards people based on their contribution to the success of the company and also ensures that external market competitiveness and internal relativities are taken care of.

E. Affirmation that the remuneration is as per the Remuneration Policy of the Company:

The Company affirms that remuneration is as per the remuneration policy of the Company:

F. Name of the top 10 employees in terms of remuneration drawn in the financial year 2017-18:

G. Details of employees who received remuneration in excess of Rs. One crore and Two lakh or more per annum:

i. During the year, none of the employees received remuneration in excess of Rs. 102.00 Lakh or more per annum or Rs.8.50 per month for part of the year. In accordance with the provisions of section 197 of the Companies Act, 2013 read with Rule 5(2)of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, therefore there is no information is available to disclose.

ii. During the year, none of the employees received remuneration in excess of that drawn by the Managing Director or Whole-time director and none of the employees hold two percent of the equity shares of the Company.

TRANSFER OF SHARES AND DIVIDEND AMOUNT TO IEPF:

The details related to dividend remains unpaid-unclaimed in the Company has been given in the Corporate Governance Report attached with the annual report of the Company.

PROVISION OF VOTING BY ELECTRONIC MEANS:

Your Company is providing E-voting facility under section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Amendment Rules, 2015. The details regarding e-voting facility is being given with the notice of the Meeting.

INDUSTRIAL RELATIONS:

Companyâs Industrial relations continued to be healthy, cordial and harmonious during the period under review.

ACKNOWLEDGEMENTS:

Your directors place on record their appreciation of the continued support extended during the year by the companyâs customers, business associates, suppliers,bankers, investors and Government authorities. They also place on record their appreciation of the dedication and contributions made by all the employees for their commitment, hard work and support.

Your directors would also like to thank all the shareholders for their continued faith in the company and expect the same in future.

For and on behalf of the Board

Place: Indore Ashok Jain

Date 13^thAugust, 2018 Chairman & Managing Director

DIN 00007813

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the 39th Annual Report on the business and operations of the Company together with the audited financial statements for the financial year ended March, 31 2015.

FINANCIAL RESULTS:

The Summarized financial results for the year as under: (Rs. In Lacs) Particulars Year ended on 31.03.2015 31.03.2014

Revenue from Operations (Net) 2710.02 2744.50

Other Income 107.51 78.92

Total Income 2817.53 2823.42

Total Expenditure 1953.67 1923.10

Profit before Interest, Depreciation & Tax (EBIDTA) 863.86 900.32

Less: Interest 0.12 0.28

Less: Depreciation 72.01 51.78

Profit before Tax 791.73 848.26

Less: (a) Current Tax 261.74 273.32

(b) Deferred Tax (2.55) -

Net Profit for the Year 532.54 570.14

Add: Surplus brought forward from previous year 1355.01 1043.39

Amount available for Appropriation 1887.55 1613.53

Appropriations:

(a) Transferred to General Reserve 100.00 100.00

(b) Proposed Dividend on Equity Shares 135.49 135.49

(c) Tax on Proposed Dividend 27.58 23.03

Surplus carried to the Balance Sheet 1624.48 1355.01

Paid up Equity Share Capital 492.70 492.70

EPS (Equity Shares of Rs. 10/- each) Basic & Diluted (in Rs.) 10.81 11.57

REVIEW OF OPERATIONS /STATE OF AFFAIRS:

The highlights of the Company's performance are as under:

Your company posted total revenue of Rs. 2817.53 lacs for the financial year 2014-15 as against Rs. 2823.42 lacs in the corresponding period of previous year.

During the current financial year company has booked the orders of Rs. 2970.74 lacs as against the order booking of Rs. 2868.95 lacs in the last financial year, an increase of 3.54%.

However net sales during the financial year 2014-15 has been slightly decreased by 1.25% to 2710.02 lacs as compared to net sales of Rs. 2744.50 lacs in the previous year due to non receipt of dispatch clearances from the clients on account of various factor of their project implementation status.

The profit before tax stood at Rs. 791.73 lacs as against Rs. 848.26 lacs in the previous year. The net profit for the year stood at Rs. 532.54 lacs compared to Rs. 570.14 lacs of previous year. Reasons of decrease in profit include increase in depreciation; due to change in depreciation method and payment of CSR expenses besides lower sales.

The EPS for the year stood at Rs. 10.81 compared to EPS Rs. 11.57 of previous year.

DIVIDEND:

The Directors of your Company are pleased to recommend a dividend of Rs.2.75 (27.50%) per Equity Share of Rs.10/- each for the year ended March 31,2015. (Previous year Rs.2.75 (27.50%) per Equity Share of Rs. 10 each). The above dividend would be paid subject to approval by the Members in the ensuing Annual General Meeting. The proposed dividend will absorb Rs.163.08 lacs including Dividend Distribution Tax of Rs.27.58 lacs. This dividend is tax free in the hands of the shareholders.

TRANSFER TO RESERVES:

During the year, your company has transferred Rs 100.00 Lacs to the General Reserves. (Previous year Rs. 100.00 Lacs).

SHARE CAPITAL:

The paid up Equity Share Capital as on 31st March, 2015 was Rs. 492.70 Lakhs divided into 49.27 Lakhs equity shares of Rs. 10/- each. There is no change in Equity share Capital of the Company during the year. Your directors or promoters do not hold any instruments convertible into the equity shares of the Company.

DIRECTORS & KEY MANAGERIAL PERSONNEL:

Executive Directors and KMPs :

At the Annual General Meeting (AGM) of the Company held on September 26, 2014 the Members had appointed Mrs. Radhica Sharma (DIN 006811597) as a Whole-time Director and designated her as the Dy. Managing Director, Shri Kunal Jain (DIN 01475424) as Whole-time Director and designated him as the executive Director and Shri Ashok Jain continuing as the Chairman & Managing Director, these directors are considered as the executive directors and Key Managerial Personnel's of the Company. Independent Directors :

CA Mahendra Kumar Shah, (DIN 00014556), Shri Khushal Chandra Jain (DIN 00007916) and Shri Praful Ratilal Turakhia (00366398) were appointed as the Independent Directors under the Companies Act, 2013 for a term of 5 years with effect from 1st April 2014.

The Company has received necessary declaration from each independent director under Section 149(6) of the Companies Act, 2013 that they meet the criteria of Independence and Clause 49 of the Listing Agreement.

Other Key Managerial Persons :

The Board has appointed Mrs. Monica Jain as a Chief Financial Officer and CS Ritu Tiwari as a Company Secretary w.e.f. 01st April, 2014 on the recommendation of the Nomination & Remuneration Committee and designated them as the Key Managerial Personnel. Further that CS Ritu Tiwari due to her personal reason has resigned from the post of Company Secretary w.e.f 23rd December, 2014 and the Board has appointed CS Devendra Kumar Sahu as a Company Secretary w.e.f. 23rd March, 2015 designated as a Key Managerial Personnel.

Directors seeking re-appointment:

Shri Ashok Jain, (DIN 00007813), director is liable to retire by rotation at the ensuing annual general meeting and being eligible offers himself for re-appointment. Further that the tenure of Shri Ashok Jain as a Chairman & Managing Director is being completed on 30th June, 2016, therefore, the Board upon the approval of the Nomination and Remuneration Committee has re-appointed him for a further period of three years w.e.f. 1st July, 2016. Your directors recommend to pass necessary resolutions to that effect as set out in the notice of the Annual General Meeting.

BOARD MEETING AND THE BOARD:

A. Number of meetings of the Board:

Four (4) meetings of the Board were held during the year. For details of the meetings of the Board, please refer to the Corporate Governance Report which forms part of this report. The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013.

B. Policy on Directors' appointment and remuneration:

The Company's Policy is to have an appropriate mix of executive and independent Directors to maintain the independence of the Board and separate its function of governance and management.

The Policy for Directors' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under section 178(3) is uploaded on Company's website. (Link:- http://www.fluidomat.com/ investor-relation.html) and has been attached to this Report as "Annexure-1"

C. Board Evaluation:

Pursuant to the Provisions of Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual evaluation of its own performance.

The performance evaluation of all the independent directors have been done by the entire Board excluding the director being evaluated. On the basis of performance evaluation done by the Board, determines whether to extend or continue their terms of appointment, whenever the respective term expires.

The directors expressed their satisfaction with the evaluation process.

COMMITTEES OF THE BOARD:

In accordance with the Companies Act, 2013 and other purposes the Board has the following six (6) committees:

(a) Audit Committee

(b) Nomination and Remuneration Committee

(c) Stakeholders' Relationship Committee

(d) Risk Management Committee

(e) Corporate Social Responsibility Committee (CSR)

(f) Internal Complaints Committee (ICC) under the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013.

A detailed note on the Board and its committees is provided under the Corporate Governance Report section in this report. DIRECTORS' RESPONSIBILITY STATEMENT:

In terms of Section 134(3)(c) of the Companies Act, 2013, your directors, to the best of their knowledge and belief and according to the information and explanations obtained by them in the normal course of their work, state that, in all material respects;

a) In the preparation of the annual financial statements for the year ended March 31,2015, the applicable accounting standards have been followed;

b) Appropriate accounting policies have been selected, applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at March 31,2015 and of the profit of the company for the year ended on that date;

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

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

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

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

AUDITORS AND THEIR REPORT:

A. Statutory Auditors:

The Company's Auditors M/s J.P. Saraf & Co., Chartered Accountants, who were appointed as the statutory auditors for a term of three years at the Annual General Meeting of the Company held on 26th Sept., 2014 are eligible for ratification of their appointment for the year 2015-16. They have confirmed their eligibility under section 141(3)(g) of the Companies Act, 2013.

The Notes on financial statement for the year 2014-15 referred to in the Auditor's Report are self-explanatory and do not call for any further comments. The Auditor's report does not contain any qualification, reservation or adverse remark.

B. Cost Auditors:

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, amended time to time, The provision regarding Cost Audit under this act is not applicable to Company during the year 2014-15. The Company has filed the Cost Audit Report of the Company for the year 2013-14 on dated 23.09.2014.

C. 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, the Company has appointed M/s D.K. Jain & Co., Company Secretaries to undertake the Secretarial Audit of the Company. The Secretarial Auditors in their report for the year 2014-15 has confirmed the compliances by the Company as covered in their report.

In the matter of their observations, for late filing of certain forms like Form DIR-12, MGT-10, etc, were due to procedural requirement, and the same were filed with the additional filing fee as well as approved by the Registrar/MCA also. The Report of the Secretarial Audit for the year 2014-15 in the Form MR-3 is annexed herewith as "Annexure-2".

D. Disclosure of frauds against the Company:

In terms of the provisions of section 134(3)(ca) of the Companies Act, 2013, there were no fraud committed against the Company by any person under section 143(12) during the year 2014-15. Further that there were no frauds which needs to be reported by the Auditors of the Company to the Central Government.

TRANSACTIONS WITH RELATED PARTIES:

Particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013 in the prescribed form AOC-2 is Nil is appended as "Annexure-3" to the Board's report. The Company has not entered into any material contracts, with the related parties during the year 2014-15 and other contracts or arrangement is in the ordinary course of business on arms length basis, which were approved by the Audit Committee and the Board from time to time.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

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

CONSOLIDATED FINANCIAL STATEMENTS:

Since the Company does not have any subsidiary, associate or joint venture, therefore the requirement for consolidation of the Financial Statements are not applicable to the Company.

PERFORMANCE OF SUBSIDIARIES, ASSOCIATE COMPANIES AND JOINT VENTURES:

Your company does not have any subsidiary, associate or joint venture company at the beginning or any time during the year 2014-

15 therefore, the disclosure in the Form AOC-1 is not applicable to the Company.

PUBLIC DEPOSITS:

The Company has not accepted any deposits from the general public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet. Further that the Company has not accepted any deposits in contravention of the provisions of the Chapter V of the Companies Act, 2013 and rules made thereunder.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

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

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

The Company has not provided any loans, guarantees and not made any investments pursuant to Section 186 of the Companies Act, 2013. The Company has given advance against salary or otherwise to employees of the Company as per the terms of appointment and the Company's policy on which no interest was charged.

EXTRACTOFANNUAL RETURN:

The Extract of the Annual Return in form MGT-9 for the year ended 31st March, 2015 is annexed herewith as "Annexure-4". CORPORATE SOCIAL RESPONSIBILITY (CSR):

In view of the requirement under the Companies Act, 2013, the Board have constituted Corporate Social Responsibility Committee (CSR) and adopted policy for CSR. The CSR indicating the activities to be undertaken by the Company was adopted by the Board on the recommendation of CSR Committee. Report on CSR as per Rule 8 of the Companies (CSR Policy) Rules, 2014 is prepared and the same is enclosed as "Annexure-5" of this Report.

CORPORATE GOVERNANCE

In terms of the SEBI Circulars No. CIR/CFD/POLICY CELL/7/2014 dated September 15, 2014, the compliance of clause 49 is not mandatory to the Company after 1st Oct., 2014. However, your Company firmly believes and adopts the highest standard of practice under Corporate Governance. A separate section on Corporate Governance and a certificate from Auditors of the Company regarding compliance of the conditions of Corporate Governance as stipulated under clause 49 of the listing agreement with the Stock exchange form part of this Annual Report.

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

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of the Companies (Accounts) Rules, 2014, is annexed herewith as "Annexure-6".

INTERNAL COMMITTEE ON PREVENTION OF SEXUAL HARASSMENT:

The Company has framed 'Anti-Sexual Harassment Policy' at workplace and has constituted Internal Complaints Committee (ICC) as per the requirement of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules made thereunder. No complaints with allegations of sexual harassment were reported during the year under review.

RISK MANAGEMENT:

The Board of Directors of the Company has formed a Risk Management Committee to frame, implement and monitor the risk management plan for the Company. The Committee is responsible for reviewing the risk management plan and ensuring its effectiveness.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

Your company has a Vigil Mechanism in place which also includes a whistle blower policy in terms of the listing agreement for Directors and employees of the Company to provide a mechanism which ensures adequate safeguards to employees and Directors from any victimization on raising of concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any financial statements and reports, etc. The Vigil Mechanism/Whistle Blower Policy of the Company can be accessed on the Company's website at the link: (http://www.fluidomat.com/investor-relation.html) and the same is being attached with this Report as "Annexure-7".

All the employees have the right/option to report their concern/grievance to the Chairman of the Audit Committee. During the year under review no protected disclosure from any Whistle Blower was received by the designated officer under the Vigil Mechanism.

PARTICULARS OF EMPLOYEES:

The information required under section 197(12) of the Companies Act, 2013 read with Rule 5(1) and 5(2) of the Companies (Appointment & remuneration of Management Personnel) Rules, 2014 are given below:

A. Ratio of the remuneration of each director to the median employee's remuneration and the percentage increase in remuneration of each Director & Key Managerial Personnel:

S. No Name Designation Remuneration Remuneration for the year for the year 2014-15 2013-14 (Rs.) (Rs.)

1 Shri Ashok Jain CMD 41,68,560 29,35,940

2 Shri Kunal Jain WTD 23,43,200 21,44,424

3 Radhica Sharma WTD 19,78,418 10,51,701

4 *Shri Khushal Independent Nil Nil Chandra Jain Director

5 *CA Mahendra Independent Nil Nil Kumar Shah Director

6 *Shri Praful Independent Nil Nil R Turakhia Director

7 Mrs. Monica Jain CFO 10,05,400 Nil

8 **CS Ritu Tiwari CS 1,34,268 Nil

9 **CS Devendra CS 6,376 Nil Kumar Sahu

**CS Ritu Tiwari **CS Devendra Kumar Sahu

Name Increase In Percentage Ratio Remuneration of Increase Between In Remuneration Director or KMP and Median Employee

Shri Ashok Jain 12,32,620 41.98% 33.21

Shri Kunal Jain 1,98,776 9.27% 18.67

Radhica Sharma 9,26,717 88.11% 15.76

*Shri Khushal Chandra Jain NA NA NA

*CA Mahendra Kumar Shah NA NA NA

*Shri Praful R Turakhia NA NA NA

Mrs. Monica Jain NA NA NA

**CS Ritu Tiwari NA NA NA

**CS Devendra Kumar Sahu NA NA NA

Note:

*Shri Khushal Chandra Jain, CA Mahendra Kumar Shah and Shri Praful R. Turakhia Independent Directors were paid sitting fees for attending the Meetings of the Board.

** Since this information is for part of the year, the same is not comparable

B. The percentage increase in the Median employees remuneration in the financial year: 9.12%

C. The number of permanent employees on the Roll of the Company as on 31st March, 2015: 200

D. The Explanation on the Relationship between average increase in remuneration and Company performance:

On an average, employee received an annual increase of 10% in India. The individual increments varied from 4% to 15% based on individual performance.

E. Comparison of the remuneration of the Key Managerial Personnel (KMP) against the performance of the Company:

Aggregate remuneration of KMP in Financial Year 2014-15 (In Rs.) 96,36,515

Revenue (In Rs.) 28,17,53,063

Remuneration of KMPs (as % of revenue) 3.42%

Profit before tax (PBT) (InRs.) 7,91,72,933

Remuneration of KMPs (as % of PBT) 12.17%

F. Variation in the Market Capitalization of the Company and Price earning ratio:

Paticulars March 31,2015 March 31,2014 Change in %

Market Capitalization (Rs. in crores) 126.72 42.69 196.83%

P/E Ratio 23.79 9.63 147.04%

G. Comparison between Share quotation and last public offer:

Price quotation on 31st Last public offer Change in % (Increase March 2015 (31.03.2015) in the year 1994 or Decrease)

Rs.257.20 Rs. 10.00 2472% (Increased)

H. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

This is based on Remuneration Policy of the Company that rewards people based on their contribution to the success of the company and also ensures that external market competitiveness and internal relativities are taken care of.

I. The key parameters for any variable component of remuneration availed by the Directors:

The key parameters for variable component of remuneration availed by the directors are as per the Remuneration Policy of the Company.

J. Ratio of the remuneration of the highest paid director and employees who are not directors but receive remuneration excess of Highest paid director during the year: None.

K. Affirmation that the remuneration is as per the Remuneration Policy of the Company:

The Company affirms that remuneration is as per the remuneration policy of the Company:

L. Details of employees who received remuneration in excess of Rs. 60 Lakhs or more per annum:

During the year, none of the employees received remuneration in excess of Rs. 60 Lakhs or more per annum. In accordance with the provisions of Section 197 of the Companies Act, 2013 read with Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Therefore there is no information to disclose in terms of the provisions of the Companies Act, 2013.

PROVISION OF VOTING BY ELECTRONIC MEANS:

Your Company is providing E-voting facility under section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Amendment Rules, 2015. The details regarding e-voting facility is being given with the notice of the Meeting.

INDUSTRIAL RELATIONS:

Company's Industrial relations continued to be healthy, cordial and harmonious during the period under review.

ACKNOWLEDGEMENTS:

Your directors place on record their appreciation of the continued support extended during the year by the company's customers, business associates, suppliers, bankers, investors and government authorities. They also place on record their appreciation of the dedication and contributions made by all the employees for their commitment, hard work and support.

Your directors would also like to thank all their shareholders for their continued faith in the company and its future.

For and on behalf of the Board

Place : Indore Ashok Jain Date: 14th August, 2015 Chairman & Managing Director DIN 00007813

Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the 38th Annual Report together with Audited Accounts of the Company for the year ended 31st March, 2014.

FINANCIAL RESULTS:

The summarised financial results for the year are as under::

(Rs. In Lacs)

Particulars 31.03.2014 31.03.2013

Revenue from operation 2744.50 3020.02

Other Income 78.92 37.41

Total Income 2823.42 3057.43

Total Expenses 1923.10 2241.38

Profit before Interest, Depreciation &Tax (EBIDTA) 900.32 816.05

Less: Interest 0.28 1.71

Less: Depreciation 51.78 46.48

Profit before Tax 848.26 767.86

Less: (a) Current Tax 273.32 250.64

(b) Deferred Tax 4.80 4.50

Net Profit for the year 570.14 512.72

Add: Surplus brought forward from previous year 1043.39 774.78

Amount available for appropriation 1613.53 1287.50 Appropriations:

(a) Transferred to General Reserve 100.00 100.00

(b) Proposed Dividend on Equity Shares 135.49 123.18

(c) Tax on Proposed Dividend 23.03 20.93

Surplus Carried to Balance Sheet 1355.01 1043.39

Paid up Equity Share Capital 492.70 492.70

Earning per share (Rs.10/- each) Basic & Diluted (in Rs.) 11.57 10.41

DIVIDEND:

The Directors of your company are pleased to recommend a dividend @ 27.50% i.e. Rs. 2.75 per Equity Share of Rs. 10 each for the year ended 31st March, 2014 (previous year 25% i.e. Rs. 2.50 per Equity Share of Rs. 10 each). Above dividend would be paid subject to approval by the members in the ensuing Annual General Meeting. The proposed dividend will absorb Rs. 158.52 lacs including Dividend Distribution Tax of Rs. 23.03 lacs. This dividend is tax free in the hands of the share holders.

OPERATING REVIEW:

The financial year 2013-2014 faced difficult economic situation with delays in decision making at Government and industry level and delays in project execution with liquidity crunch. This resulted in fall in sales by approximate 9%. The Company increased its focus on spare sales and replacement business and thus was able to improve the profitability even with lower sales. Profit after tax for the year under review increased by 11% as compared to previous year. During the year EPS has increased to Rs. 11.57 as against EPS of Rs. 10.41 in the corresponding previous year.

DIRECTORS:

The Board in its meeting held on 10th February, 2014 has appointed Smt. Radhica Sharma as the Additional Director as well as Women Director of the Company, liable to retire by rotation and further as Whole-time Director and designated her as the Deputy Managing Director of the Company w.e.f. 10.02.2014 for a period of three years.

Mr. Kunal Jain has been re-appointed as the Whole-time Director of the Company w.e.f. 01/05/2015 for a further period of three years.

Further CA Mahendra Kumar Shah, Mr. Khushal Chandra Jain and Mr. Praful Ratilal Turakhia the existing independent directors are further proposed to be appointed as Independent Directors for a term of 5 years as per requirement of section 149 of the Companies Act, 2013 as well as Clause 49 of the Listing Agreement to hold the office till 31st March, 2019.

The Company also proposes to increase the remuneration payable to Shri Ashok Jain, the Chairman & Managing Director w.e.f. 1st June, 2014 for the remaining part of his tenure.

The Company has received notice in writing from the members as required under section 160 of the Act for proposal for appointment of Smt. Radhica Sharma as a Director and all the Independent Directors of the Company at the ensuing Annual General Meeting.

The Independent Directors have submitted a declaration confirming that they meet the criteria for independence as provided in section 149(6) of the Act and are eligible for appointment as Independent Directors of the Company.

In the opinion of the Board the above said three directors fulfill the conditions specified in the Act and the Rules made there under as per the Clause 49 of the Listing Agreement for their appointment as Independent Directors of the Company.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement of Section 217(2AA) of the Companies Act, 1956, and based on the representation received from the operating management, the Directors hereby confirm that:

a. in the preparation of the annual accounts, the applicable accounting standards have been followed and there is no material departure;

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

c. they have taken proper and sufficient care to the best of their Knowledge and ability for the maintenance of adequate accounting records in accordance with the provision of this Act. They confirm that there are adequate systems and controls for safeguarding the assets of the company and for preventing and detecting frauds and other irregularities;

d. they have prepared the annual accounts for the financial year ended 31st March, 2014 on a going concern basis;

AUDITORS:

M/s J.P.Saraf & Co., Chartered Accountants, Indore, Statutory Auditors of the Company, hold the office until the ensuing Annual General Meeting. The said Auditors have furnished the Certificate of their eligibility for re- appointment.

Pursuant to the provisions of section 139 and other applicable provisions, if any, of Companies Act, 2013 read with Rule 3 of Companies (Audit and Auditors) Rules, 2014, it is proposed to appoint M/s J.P.Saraf & Co., Chartered Accountants (ICAI Firm Registration No. 006430C), the retiring Auditors of the Company as Statutory Auditors of the Company from the conclusion of this Annual General Meeting (AGM) till the conclusion of the Forty First AGM of the Company to be held in the year 2017 (subject to ratification of their appointment at every AGM) on such remuneration as may be decided & fixed by the board on the recommendations of the Audit Committee.

AUDITORS'' REPORT:

The report of the auditors of the Company and notes to the accounts are self explanatory and therefore do not call for any further comments and may be treated as adequate compliance of section 217(3) of the Companies Act, 1956. COST AUDITORS:

Pursuant to the directives of the Central Government under the provisions of section 148 and all other applicable provisions of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules 2014, the Company is not required to appoint the Cost Auditors for the year 2014-15. The Cost Audit Report for the year 2013-14 would be filed to the Central Government within the stipulated time.

SECRETARIAL COMPLIANCE CERTIFICATE:

Compliance Certificate has been obtained from M/s D.K. Jain & Co. in terms of the provisions of section 383A(1) of the Companies Act, 1956 which is being annexed to the Directors'' Report, which is self-explanatory and needs no comments.

Annexure B

FIXED DEPOSITS:

Your company has not accepted any fixed deposit within the meaning of Section 58A and 58AA of the Companies Act, 1956, and as such no amount of principal or interest was outstanding as on the Balance Sheet date.

INSURANCE:

The Company has taken adequate insurance cover for all movable & immovable assets for various types of risks.

INDUSTRIAL RELATIONS:

Company''s Industrial relations continued to be healthy, cordial and harmonious during the period under review.

HEALTH AND SAFETY:

The safety and security of the workers are important things for building healthy work environment. The Company has taken effective measures in the field of health care and safety. Your Company has conducted following activities for building healthy work culture:

1. Regular medical check-up.

2. Medical aid facility for the workers and placement of first aid boxes at several places.

3. Ensuring safety of the workers by displaying signs, cautionary board, emergency phone calling system.

4. Vaccination facilities for contagious diseases.

5. Conducting training programs on the job and after job.

6. Conducting lectures for awareness of hygiene and cleanness.

7. Training to fire marshals and display their contact numbers at various locations.

Your Company believes that healthy and happy working environment is the fundamental right of every employee and to provide the same as a duty of the Company. Your Company is committed towards providing a healthy working environment in every possible way.

ENVIRONMENTAL PROTECTION:

Your company believes that clean surrounding and healthy environment adds to the efficiency of the workers. Your Company believes that it is responsibility of the Company to maintain the ecological balance for sustainable development. Your company aims towards maintaining the harmony and rhythm of the eco system. The eco friendly initiatives adopted by your Company includes:

1. Optimum use of natural resources

2. Implementing the 3R system, reduce, re-use and recycle.

3. Tree plantation campaigns.

4. Regular internal environmental checks.

5. Reduction in process waste.

6. Storage and disposal of hazardous wastes as per statutory requirements.

7. Certification of ISO 14001.

CORPORATE SOCIAL RESPONSIBILITY:

Your directors have constituted the Corporate Social Responsibility Committee (CSR Committee), comprising of CA Mahendra Kumar Shah, as the Chairman and Shri Khushal Chandra Jain, Smt. Radhica Sharma and Shri Praful Ratilal Turakhia, members of the Committee as per requirement of the section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014.

The said Committee has been entrusted with the responsibility of formulating and recommending to the Board, a CSR Policy indicating the activities to be undertaken by the Company, monitoring the implementation of the frame work of the CSR Policy and recommending the amount to be spent on CSR activities.

CORPORATE GOVERNANCE:

Your Company firmly believes and adopts the highest standard of practice under Corporate Governance. A separate section on corporate governance and a certificate from Auditors of the Company regarding compliance of the conditions of corporate governance as stipulated under clause 49 of the listing agreement with the stock exchanges form part of this annual report.

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

Information as required under section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules 1988 have been annexed herewith as Annexure

G. ACKNOWLEDGEMENTS:

Your Directors place on record their gratitude to the Central Government, State Governments and Company''s Bankers, for the assistance and co-operation and encouragement they extended to the Company. Your Directors also wish to place on record their sincere thanks and appreciation for the continuing support and unstinting efforts of Investors, Customers, Vendors and Employees in ensuring an excellent all around operational performance.

FOR & ON BEHALF OF THE BOARD Place : INDORE ASHOK JAIN Dated :14th August, 2014 CHAIRMAN & MANAGING DIRECTOR DIN-00007813

Mar 31, 2013

Dear Members,

The Directors have pleasure in presenting the 37th Annual Report of the Company together with the Audited Accounts for the year ended 31st March, 2013.

FINANCIAL RESULTS:

The financial performance of the Company, for the year ended March 31,2013 is summarized below:

(Rs. In Lacs)

Particulars 31.03.2013 31.03.2012

Revenue from operation 3020.02 2684.65

Other Income 37.41 26.92

Total Income 3057.43 2711.57

Total Expenses 2242.31 2138.62

Profit before Interest, Depreciation &Tax (EBIDTA) 815.12 572.95

Less: Interest 1.71 0.34

Less: Depreciation 46.48 40.57

Profit before Tax 766.93 532.04

Less:(a) Current Tax 249.71 176.24

(b) Deferred Tax 4.50 (2.07)

Net Profit for the year 512.72 357.87

Add: Surplus brought forward from previous year 774.78 497.49

Amount available for appropriation 1287.50 855.36

Appropriations:

(a) Transferred to General Reserve 100.00 9.00

(b) Proposed Dividend on Equity Shares 123.18 61.59

(c) Tax on Proposed Dividend 20.93 9.99

Surplus Carried to Balance Sheet 1043.39 774.78

Paid up Equity Share Capital 492.70 492.70

Earning per share (Rs.10/- each) Basic & Diluted (in Rs.) 10.41 7.26

DIVIDEND:

Your Directors are pleased to recommend a dividend of Rs. 2.50 per share i.e. 25% (previous year 12.50%) for the financial year ended March 31, 2013. Above dividend would be paid subject to approval by the Members in the ensuing Annual General Meeting (AGM). The proposed dividend will absorb Rs. 144.11 lacs including Dividend Distribution Tax of Rs. 20.93 lacs.

OPERATIONAL REVIEW:

In the financial year 2012-13, the company continued its strong growth with consistent performance. Total revenue (including other income) increased by 12.75% to Rs. 3057.43 lacs as against Rs. 2711.57 lacs for the previous year. Profit after tax for the year under review increased by 43.27% as compared to previous year. The company has generated cash profits of Rs. 563.70 Lacs as against Rs. 396.37 Lacs in the corresponding previous year. During the year EPS has increased by 43% to Rs. 10.41 as against EPS of Rs. 7.26 in the corresponding previous year.

FIXED DEPOSITS:

Your Company has not accepted any public deposit within the meaning of provisions of section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposit) Rules, 1975 and as such no amount of principal or interest was outstanding as of the balance sheet date.

CORPORATE GOVERNANCE:

Your Company firmly believes and adopts the highest standard of practice under Corporate Governance. A separate section on corporate governance and a certificate from Auditors of the Company regarding compliance of the conditions of corporate governance as stipulated under clause 49 of the listing agreement with the stock exchanges form part of this annual report.

DIRECTORS:

The Board consists of executive and non-executive Directors including independent Directors who have wide and varied experience in different disciplines of corporate functioning.

In terms of Articles of Association of the Company CA M.K. Shah, Shri K.C. Jain and Shri Kunal Jain liable to retire by rotation at the forthcoming Annual General Meeting and being eligible offers themselves for re-appointment.

DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the provisions of section of 217(2AA) of the Companies Act, 1956, your Directors state that:

- In the preparation of accounts, the applicable accounting standards have been followed.

- Accounting policies selected were applied consistently. Reasonable and prudent judgments and estimates were made so as to give a true and fair view of the state of affairs of the Company as at the end of March 31, 2013 and the profit of the Company for the year ended on that date.

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

- The annual accounts of the Company have been prepared on a going concern basis. AUDITORS:

M/s J. P. Saraf & Co., Chartered Accountants, Indore, the statutory Auditors of the Company retires at the close of this Annual General Meeting and is eligible for re-appointment. The Company has received confirmation from the Auditors that their re-appointment will be within the limits prescribed under section 224(1B) of the Companies Act, 1956. The Audit Committee of the Board has recommended their re-appointment. The necessary resolution is being placed before the shareholders for approval.

AUDITORS'' REPORT:

The report of the auditors of the Company and notes to the accounts are self explanatory and therefore do not call for any further comments and may be treated as adequate compliance of section 217(3) of the Companies Act, 1956.

COST AUDITORS:

M/s G.K.Gupta & Co., Cost Accountants in whole-time practice, are re-appointed as the cost auditors of the Company for the financial year 2013-14 to conduct cost audit of the accounts maintained by the company, in respect of the company''s products prescribed under Cost Audit Rules,2011.

Pursuant to the provisions of section 209(1)(d) of the Companies Act, 1956, Company was subjected to maintain Cost Accounting Record and was required to file compliance Report to the MCA for the financial year 2011-12. Accordingly Compliance Report for the period 01.04.2011 to 31.03.2012 issued by M/s GK. Gupta & Company, Cost Auditors was filed with the Ministry of Corporate Affairs (M.C.A.) on December 13, 2012. The due date for filing the said report with MCA was February 28, 2013.

The Cost Audit Report for the financial year 2012-13, in respect of the Company''s Products prescribed under Cost Audit Rules 2011, is due to be filed with MCA on or before September 27, 2013 (being within 180 days from the end of reporting year). The cost audit report will be filed with the Central Government as per the timelines.

SECRETARIAL COMPLIANCE CERTIFICATE:

Compliance Certificate has been obtained from M/s D. K. Jain & Co. in terms of the provisions of section 383A(1) of the Companies Act, 1956 which is being annexed to the Directors'' Report, which is self-explanatory and needs no comments. Annexure B

INSURANCE:

The Company has taken adequate insurance cover for all movable & immovable assets for various types of risks.

INDUSTRIAL RELATIONS:

Company''s Industrial relations continued to be healthy, cordial and harmonious during the period under review.

HEALTH AND SAFETY:

The safety and security of the workers are important things for building healthy work environment. The Company has taken effective measures in the field of health care and safety. Your company has conducted following activities for building healthy work culture:

1. Regular medical check-up

2. Medical aid facility for the workers and placement of first aid boxes at several places

3. Ensuring safety of the workers by displaying signs, cautionary board, emergency phone calling system.

4. Conducting training programs on the job and after job.

5. Conducting lectures for awareness of hygiene and cleanness.

6. Training to fire marshals and display their contact numbers at various locations.

Your Company belief that healthy and happy working environment is the fundamental rights of every employee and to provide the same as a duty of the company. Your company is committed towards providing a healthy working environment in every possible way.

ENVIRONMENTAL PROTECTION:

Your company believes that clean surrounding and healthy environment adds to the efficiency of the workers. Your company believes that it is responsibility of the company to maintain the ecological balance for sustainable development. Your company aims towards maintaining the harmony and rhythm of the eco system. The eco friendly initiatives adopted by your company includes:

1. Optimum use of natural resources

2. Implementing the 3R system, reduce, re-use and recycle.

3. Tree plantation campaigns.

4. Regular internal environmental checks.

5. Reduction in process waste.

6. Storage and disposal of hazardous wastes as per statutory requirements.

CORPORATE SOCIAL RESPONSIBILITY

Corporate Social Responsibility (CSR) is not a new Concept in India. The only new is that the focus has been shifted from making profits to meeting societal challenges.

Corporate Social Responsibility is the continuing commitment by business to behave ethically and contribute to economic development while improving the quality of life of the workforce and their families as well as of the local community and society at large.

Your company is dedicated to serve the society at large. Commitment towards health, safety and environment protection are the core values of the company. The company is continuously making efforts to preserve the environment by undertaking various measures such as plantation of trees, encouraging paperless transactions, optimum use of natural resources, etc.

Your company shall continue to undertake more activities and initiatives to improve the quality of life and society at large.

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

Information as required under section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules 1988 have been annexed herewith as Annexure A.

G. ACKNOWLEDGEMENTS:

Your Directors place on record their gratitude to the Central Government, State Governments and Company''s Bankers, for the assistance and co-operation and encouragement they extended to the Company. Your Directors also wish to place on record their sincere thanks and appreciation for the continuing support and unstinting efforts of Investors, Customer, Vendors and Employees in ensuring an excellent all around operational performance.

BY ORDER OF THE BOARD

Place: INDORE ASHOK JAIN

Dated: 13th August, 2013 CHAIRMAN & MANAGING DIRECTOR

Mar 31, 2012

The Directors have pleasure in presenting the 36th Annual Report together with the Audited Accounts for the year ended 31st March, 2012.

FINANCIAL RESULTS:

The financial performance of the Company, for the year ended March 31, 2012 is summarized below :

(Rupees in Lacs)

Particulars 2011-12 2010-11

Revenue from operation 2684.65 2021.94

Other Income 26.92 18.14

Total Income 2711.57 2040.08

Total Expenses 2138.62 1652.14

Profit before Interest, Depreciation

&Tax (EBIDTA) 572.95 387.94

Less: Interest 0.34 6.71

Less: Depreciation 40.57 35.97

Profit before Tax 532.04 345.26

Less: (a) Current Tax 176.24 119.22

(b) Deferred Tax (2.07) (4.62)

Net Profit for the year 357.87 230.66

Add: Surplus brought forward from previous year 497.49 291.94

Amount available for appropriation 855.36 522.60

Appropriations:

(a) Transferred from Debenture Redemption Reserve - (32.15)

(b) Transferred to General Reserve 9.00 -

(c) Proposed Dividend on Equity Shares 61.59 49.27

(d) Tax on Proposed Dividend 9.99 7.99

Surplus Carried to Balance Sheet 774.78 497.49

Paid up Equity Share Capital 492.70 492.70

Earning per share (Rs.10/- each) Basic &

Diluted (in Rs.) 7.26 4.68

DIVIDEND: Your Directors are pleased to recommend a dividend of Rs. 1.25 per share i.e. 12.50% (previous year 10%) for the financial year ended March 31, 2012. Above dividend would be paid subject to approval by the Members in the ensuing Annual General Meeting (AGM). The proposed dividend will absorb Rs. 71.58 lacs including Dividend Distribution Tax of Rs. 9.99 lacs. The dividend payment is recommended in accordance with company policy to pay sustainable dividend linked to long term growth objectives of the company to be met by internal cash accruals. OPERATIONAL REVIEW: In the financial year 2011-12, the company continued its strong growth with consistent performance. Total Revenue (including other Income) increased by 33% to Rs. 2711.57 lacs as against Rs. 2040.08 lacs for the previous year. Profit before tax for the year under review increased by 54% as compared to previous year. During the year EPS have increased by 55% to Rs. 7.26 as against EPS of Rs. 4.68 in the corresponding previous year.

FIXED DEPOSITS: Your Company has not accepted any public deposit within the meaning of provisions of section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposit) Rules, 1975 and as such no amount of principal or interest was outstanding as of the balance sheet date.

CORPORATE GOVERNANCE: Your Company firmly believes and adopts the highest standard of practice under Corporate Governance. A separate section on corporate governance and a certificate from Auditors of the Company regarding compliance of the conditions of corporate governance as stipulated under clause 49 of the listing agreement with the stock exchanges form part of this annual report.

DIRECTORS: The Board consists of executive and non-executive Directors including independent Directors who have wide and varied experience in different disciplines of corporate functioning.

Shri Deepak Kemkar did not offer himself for re-appointment at the Annual General Meeting held on 26th Sept., 2011, therefore ceased to be the Director on the Board of the Company. The Board places its sincere appreciation for the valuable guidance and contribution made by Shri Deepak Kemkar through his long time association with the Company.

In terms of Articles of Association of the Company Shri Praful R. Turakhia and Shri Ashok Jain retire by rotation at the forthcoming Annual General Meeting and being eligible offers themselves for re-appointment.

The tenure of the Managing Director, Shri Ashok Jain is ending on 30th June, 2013, therefore, your Directors proposes for his re-appointment for a further period of three years w.e.f. 1st July, 2013. Your Directors proposes for approval of the members at the forthcoming Annual General meeting and recommends to pass necessary resolutions to that effect as set out in the notice of the annual general meeting.

DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the provisions of section of 217(2AA) of the Companies Act, 1956, your Directors state that:

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

Accounting policies selected were applied consistently. Reasonable and prudent judgments and estimates were made so as to give a true and fair view of the state of affairs of the Company as at the end of March 31, 2012 and the profit of the Company for the year ended on that date.

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

The annual accounts of the Company have been prepared on a going concern basis.

AUDITOR: M/s J. P. Saraf & Co., Chartered Accountants, Indore, the statutory Auditors of the Company retires at the close of this Annual General Meeting and is eligible for re-appointment. The Company has received confirmation from the Auditors that their re-appointment will be within the limits prescribed under section 224(1B) of the Companies Act, 1956. The Audit Committee of the Board has recommended their re-appointment. The necessary resolution is being placed before the shareholders for approval.

AUDITORS' REPORT: The report of the auditors of the Company and notes to the accounts are self explanatory and therefore do not call for any further comments and may be treated as adequate compliance of section 217(3) of the Companies Act, 1956.

COST AUDITOR: M/s G.K.Gupta & Co., Cost Accountant in whole-time practice, has been appointed as the cost auditor of the Company for conducting the cost audit of Company's product i.e. Fluid Couplings for the financial year 2012-13.

Pursuant to the provisions of section 209(1)(d) of the Companies Act, 1956, Company is subject to maintenance of Cost Accounting Record and is required to file Compliance Report to the MCA for the financial year 2011-12 . Accordingly Company has maintained the prescribed cost records and the compliance certificate shall be filed to the MCA within the stipulated time by the Company.

SECRETARIAL COMPLIANCE CERTIFICATE: Compliance Certificate has been obtained from M/s D. K. Jain & Co. in terms of the provisions of section 383A(1) of the Companies Act, 1956 which is being annexed to the Directors' Report, which is self-explanatory and needs no comments. Annexure B

INSURANCE: The Company has taken adequate insurance cover for all movable & immovable assets for various types of risks.

INDUSTRIAL RELATIONS: Company's Industrial relations continued to be healthy, cordial and harmonious during the period under review. HEALTH AND SAFETY: The safety and security of the workers are important things for building healthy work environment. The Company has taken effective measures in the field of health care and safety. Your Company has conducted following activities for building healthy work culture:

1. Regular medical check-up

2. Medical aid facility for the workers and placement of first aid boxes at several places

3. Ensuring safety of the workers by displaying signs, cautionary board, emergency phone calling system.

4. Conducting training programs on the job and after job.

5. Conducting lectures for awareness of hygiene and cleanness.

6. Training to fire marshals and display their contact numbers at various locations.

Your Company belief that healthy and happy working environment is the fundamental rights of every employee and to provide the same as a duty of the Company. Your Company is committed towards providing a healthy working environment in every possible way.

ENVIRONMENTAL PROTECTION: Your Company believes that clean surrounding and health environment adds to the efficiency of the workers. Your Company believes that it is responsibility of the Company to maintain the ecological balance for sustainable development. Your Company aims towards maintaining the harmony and rhythm of the eco system. The eco friendly initiatives adopted by your Company includes:

1. Optimum use of natural resources

2. Implementing the 3R system, reduce, re-use and recycle.

3. Tree plantation campaigns.

4. Regular internal environmental checks.

5. Reduction in process waste.

6. Storage and disposal of hazardous wastes as per statutory requirements.

CORPORATE SOCIAL RESPONSIBILITY Corporate Social Responsibility (CSR) is not a new Concept in India. The only new is that the focus has been shifted from making profits to meeting societal challenges.

Corporate Social Responsibility is the continuing commitment by business to behave ethically and contribute to economic development while improving the quality of life of the workforce and their families as well as of the local community and society at large.

Your Company is dedicated to serve the society at large. Commitment towards health, safety and environment protection are the core values of the Company. The Company is continuously making efforts to preserve the environment by undertaking various measures such as plantation of trees, encouraging paperless transactions, optimum use of natural resources etc.

Your Company shall continue to undertake more activities and initiatives to improve the quality of life and society at large.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, PARTICULAR OF EMPLOYEES AND FOREIGN EXCHANGE EARNINGS AND OUTGO: Information as required under section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules 1988 have been annexed herewith.

G. ACKNOWLEDGEMENTS: Your Directors place on record their gratitude to the Central Government, State Governments and Company's Bankers for the assistance, co-operation and encouragement they extended to the Company. Your Directors also wish to place on record their sincere thanks and appreciation for the continuing support and unstinting efforts of Investors, Customer, Vendors and Employees in ensuring an excellent all around operational performance.

BY ORDER OF THE BOARD

Place: Indore ASHOK JAIN

Date: 13th August, 2012 CHAIRMAN & MANAGING DIRECTOR

Mar 31, 2010

The Directors are pleased to present the 34th Annual Report of the company alongwith the Audited Accounts for the year ended 31 st March, 2010.

FINANCIAL RESULTS (Rupees in Lacs)

Particulars 2009-10 2008-09

Net Sales 1812.77 1431.77

Other income 11.86 7.48

Total income 1824.63 1439.25

Total Expenses 1481.81 1167.17

Operating Profit (PBIDT) 342.82 272.08

Interest 14.17 22.65

Depreciation 33.99 30.62

Profit before Taxation 294.66 218.81

(a) Current Tax 102.42 80.33

(b) Deferred Tax 0.10 (1.55)

(c) Fringe Benefit Tax 0.00 2.64

Extra Ordinary/Exceptional Items (Net) (0.19) (2.26)

Net Profit after Interest, 192.33 139.65

Depreciation & Tax

Paid up Equity Share Capital 492.70 494.95

Reserves 365.24 171.78

Earning per share - Basic 3.90 2.83

Diluted 3.53 2.58

DIVIDEND :

Your Company continued to demonstrate improved business and profitability performance in the year 2009-10-too, but considering the need to conserve resources for capital investment in fixed assets and working capital requirement to meet the envisaged business growth, your Directors do not recommend dividend on equity shares for the year. OPERATING RESULTS AND BUSINESS: Despite global financial crisis in last two three years, Indias Economic growth is steadily gaining momentum, led by encouraging sustained growth in Industrial activity during the year under report. In these challenging times, your Companys performances reflects continuous substantial growth year after year.

Your company has achieved an over all turnover growth of 26.6% while the operating profit and profit before taxes recorded growth of 26.1% & 34.7% respectively during the year under report over the previous year. To meet the increasing demand of Co.s product, the company has increased skilled manpower in all section, besides various steps taken for vendors development.

During the first quarter of the current year (2010-11), the company has secured orders worth Rs. 793 Lacs as against Rs. 476 Lacs during the previous year. Dispatches during the 1st quarter is Rs. 433 lacs against Rs. 202 lacs during the previous year. The pending orders as on 01.07.2010 under execution is Rs. 1442 lacs with 9 months remaining of the financial year for further order bookings. The company has track record of growth during last five years.

CORPORATE GOVERNANCE: Your Company firmly believes and adopts the highest standard of practice under Corporate Governance. A separate section on corporate governance and a certificate from Auditors of the company regarding compliance of the conditions of corporate governance as stipulated under clause 49 of the listing agreement with the stock exchanges form part of this annual report. DIRECTORS:

The Board consists of executive and non-executive directors including independent directors who have wide and varied experience in different disciplines of corporate functioning.

In terms of Articles of Association of the Company Shri K.C. Jain, Shri M.K. Shah-and Shri Kunal Jain, retires by rotation at the forthcoming Annual General Meeting and being eligible, offers themselves for re- appointment.

Your Directors proposes for the approval of the members at the forthcoming Annual General meeting and recommends to pass necessary resolution to that effect as set out in the notice of the annual general meeting.

DIRECTORS RESPONSIBILITY STATEMENT: In accordance with the provisions of section of 217(2AA) of the Companies Act, 1956, your directors state that:

- In the preparation of accounts, the applicable accounting standards have been followed.

- Accounting policies selected were applied consistently. Reasonable and prudent judgments and estimates were made so as to give a true and fair view of the state of affairs of the company as at the end of March 31, 2010 and the profit of the company for the year ended on that date.

- Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting frauds and other irregularities. - The annual accounts of the company have been prepared on a going concern basis.

AUDITORS:

M/s J. P. Saraf & Co., Chartered Accountants Indore, the statutory Auditors of the company retires at the close of this Annual General Meeting and is eligible for re-appointment. The Company has received confirmation from the Auditors that their re- appointment will be within the limits prescribed under section 224(1 B) of the Companies Act, 1956. The Audit Committee of the Board has recommended their re-appointment. The necessary resolution is being placed before the shareholders for approval.

AUDITORS REPORT:

The report of the auditors of the company and notes to the accounts are self explanatory and therefore do not call for any further comments and may be treated as adequate compliance of section 217(3) of the Companies Act, 1956. INSURANCE:

The Company has taken adequate insurance cover for all movable & immovable assets for various types of risks. FIXED DEPOSITS:

Your Company has not accepted any public deposit within the meaning of provisions of section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposit) Rules, 1975 and as such no amount of principal or interest was outstanding as of the balance sheet date. INDUSTRIAL RELATIONS:

Companys Industrial relations continued to be healthy, cordial and harmonious during the period under review. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, PARTICULAR OF EMPLOYEES AND FOREIGN EXCHANGE EARNINGS AND OUTGO: Information as required under section 217(1 )(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules 1988 have been annexed herewith.

G. ACKNOWLEDGEMENTS:

Your Directors place on record their gratitude to the Central Government, State Governments and companys Bankers and IFCI for the assistance, co- operation and encouragement they extended to the company. Your directors also wish to place on record their sincere thanks and appreciation for the continuing support and unstinting efforts of Investors, Customers, Vendors and Employees in ensuring an excellent all around operational performance.

For & On Behalf of the Board

ASHOK JAIN CHAIRMAN & MANAGING DIRECTOR

Place: INDORE Dated: 30th July 2010

Disclaimer: This is 3rd Party content/feed, viewers are requested to use their discretion and conduct proper diligence before investing, GoodReturns does not take any liability on the genuineness and correctness of the information in this article