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A Oneindia Venture

Nifty 25,966.40 +0.58%

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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 Hawa Engineers Ltd.

Mar 31, 2024

Your Directors have pleasure in presenting the Thirty Annual Report together with the Audited Statements of Accounts for the Year ended 31^st March, 2024.

FINANCIAL HIGHLIGHTS AND PERFORMANCE OF THE COMPANY:

(Amounts in rupees)
Particulars	Year Ended 31/03/2024	Year Ended 31/03/2023
Revenue from Operations	1,19,64,08,059	1,01,95,97,319
Other Income	43,96,421	45,75,909
Profit/loss before Depreciation, Finance Costs, Exceptional items and Tax Expense	6,04,52,928	442,00,723
Less: Depreciation/ Amortisation/ Impairment	81,44,938	84,95,913
Profit /loss before Finance Costs, Exceptional items and Tax Expense	5,23,07,990	357,04,810
Less: Finance Costs	2,96,70,916	2,31,67,696
Profit /loss before Exceptional items and Tax Expense	2,26,37,074	1,25,37,114
Add/(less): Exceptional items	0	0
Profit /loss before Tax Expense	2,26,37,074	1,25,37,114
Less: Tax Expense (Current & Deferred)	46,45,783	55,52,915
Profit /loss for the year (1)	1,79,91,291	69,84,199
Total Comprehensive Income/loss (2)	0	0
Total (1 2)	1,79,91,291	69,84,199
Balance carried forward	146983094	12,89,91,803

OPERATIONAL OVERVIEW:

During the Year under review, the total revenue from operations (gross) of your Company stood at Rs. 1,19,64,08,059 as against Rs. 1,01,95,97,319 for FY 2022-23. However, Earnings before interest, tax, depreciation and amortization (EBITDA) were Rs. 5,23,07,990 registering a growth as against Rs. 357,04,810 , in 2022-23. Profit after tax (PAT) for the year was Rs. 1,79,91,291 over the PAT of Rs. 69,84,199 in 2022-23. The movement of finished products from factory, arrangement of raw materials etc. was satisfactory in comparison to previous financial year. The staff and workers put their sincere effort in the operation of the plant and achieving efficiency in the production level.

Your Directors have taken appropriate remedial action to mitigate the adverse circumstances and are hopeful of better performance and results during the current year.

Your Company has taken effective steps to improve its production and sales during the year under review. AMOUNT, IF ANY, WHICH THE BOARD PROPOSES TO CARRY TO ANY RESERVES:

The Board of Directors of the Company has not transferred any amount to the Reserves for the year under review.

DIVIDEND:

The Company has made the profits during the year, but to conserve the resources, the Directors do not recommend Dividend this year.

CHANGE IN THE NATURE OF BUSINESS:

There is no change in the nature of the business of the company.

MATERIAL CHANGES BETWEEN THE DATE OF THE BOARD REPORT AND END OF FINANCIAL YEAR:

"There have been no material changes and commitments, which affect the financial position of the company which have occurred between the end of the financial year to which the financial statements relate and the date of this Report."

SHARE CAPITAL:

The Paid-up Equity Share Capital of the Company as on 31^st March, 2024 is Rs. 3,52,64,000/- comprising of 35,26,400 shares of Rs. 10/- each. During the year under review, the Company has not issued any equity shares.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

DIN/DPID/ PAN	FULL NAME	DESIGNATION	DATE OF APPOINTMENT
00006879	Mr. Aslam Kagdi	Managing Director and CFO	01/06/2000
00006898	Mr. AsadKagdi	Jt. Managing Director	26/03/1999
00006940	Mr. Mohammedkhan Pathan	Whole Time Director	30/04/2004
06487724	Mr. Anwarahmed Mohammed Javid Daruwala	Independent Director	15/02/2013
06967822	Mrs. Sabana Amjad Rehmani	Independent Woman Director	30/09/2014
09671908	Mr. Abdul Motibhai Desai	Independent Director	12/08/2022
09671800	Mr. Johebhasan Aabidbhai Kureshi	Independent Director	12/08/2022
10746420	Mrs. Kehkashan Shadab Belim	Independent Director	23/08/2024

Pursuant to the provisions of Section 152 (6) of the Companies Act, 2013 and other applicable provisions, if any, of the Companies Act, 2013 (including any statutory modification or re-enactment thereof for the time being in force) Mr. Asad Kagdi (DIN: 00006898) Director of the Company is liable to retire by rotation at the ensuing AGM and being eligible offers himself for reappointment.

All the directors of the Company have confirmed that they are not disqualified from being appointed as directors in terms of section 164 of the Companies Act, 2013.

The Board of Directors has:

1. Appointed Mrs. Kehkashan Shadab Belim (DIN: 10746420) as an Independent Director, effective August 23, 2024 for a term of 5 (five) consecutive years up to August 22, 2029;

Mr. Aslam Kagdi, Chief Financial Officer and Ms. Shital Dalavadi, Company Secretary were Key Managerial Personnel on 31^st March, 2024.

A STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SUB-SECTION (6) OF SECTION 149:

The Company has received Declaration from Mr. Anwarahmed Mohammed Javid Daruwala, Mrs. Sabana Amjad Rehmani, Mr. Abdul Motibhai Desai and Mr. Johebhasan Aabidbhai Kureshi Independent Directors of the Company that they meet with the criteria of independence as prescribed under Sub-section (6) of Section 149 of the Companies Act, 2013 and Reg. 25 (8) & (9) Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (''the Listing Regulations'').

NUMBER OF MEETINGS OF THE BOARD:

The Board met Five times during the Financial Year on 29^th May, 2023, 14^th August, 2023, 30^th September, 2023, 10^th November, 2023 and 13^th February, 2024 the details of which are mentioned below the intervening gap between any two meetings was within the period prescribed under Companies Act, 2013.

MEETING OF INDEPENDENT DIRECTORS

The Company''s Independent Directors met once during the financial year 2023-24. Such meeting was conducted to enable the Independent Directors to discuss matters pertaining to the Company''s affairs and put forth their views.

DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE:

The Audit Committee consists of the following members:

1. Mrs. Kehkashan Shadab Belim, Chairman

2. Mr. Asad Kagdi, Member

3. Mr. Johebhasan Aabidbhai Kureshi, Member

No. of Meeting of Audit Committee held during the year: 5

The Audit Committee met Five times during the financial year on 29^th May, 2023, 14^th August, 2023, 30^thSeptember, 2023, 10^th November, 2023 and 13^th February, 2024.

POLICY ON DIRECTOR''S APPOINTMENT AND REMUNERATION:

The Current Policy is to have an appropriate mix of Executive and Independent Directors to maintain the independence of the Board, and separate its functions of Governance and Management. As on 31^stMarch, 2024, the Board consists of 7 Directors, 3 of whom are Executive, Managing Director or Whole-time Directors, and 4 are Non-Executive Independent Directors. The Board periodically evaluates the need for change in its composition and size.

The policy of the Company on Director''s appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of directors, and other matters provided under Sub-section (3) of Section 178 of the Companies Act, 2013, adopted by Board, is available on Company website: www. hawaengltd.com.

FORMAL EVALUATION OF THE PERFORMANCE OF THE BOARD, COMMITTEES OF THE BOARD AND INDIVIDUAL DIRECTORS:

Pursuant to the provisions of 134(3)(p) the Companies Act, 2013 the Board has carried out the annual evaluation of the performance of the Board, its Committees and of individual directors has been made. The Board adopted a formal mechanism for evaluating its performance and as well as that of its Committees and individual Directors, including the Chairman of the Board. The exercise was carried out through a structured evaluation process covering various aspects of the Board''s functioning such as composition of the Board & committees, experience &competencies, performance of specific duties & obligations, contribution at the meetings and otherwise, independent judgment, governance issues etc.

PARTICULARS OF EMPLOYEES:

The ratio of remuneration of each Director to the median employee''s remuneration and other details in terms of Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed to this Report as Annexure-I.

The details as required under Section 197 (12) of the Companies Act, 2013, read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel), 2014 there is no employee (except Managing Director, CFO, CEO and CS) in the Company employed throughout the financial year who has salary above Rs. 1 Crore 2 lacs per annum or employed in part of the financial year with average salary above Rs. 8.5 lacs per month.

The statement containing particulars of employees as required under Section 197 of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 will be provided upon request. In terms of Section 136 of the Companies Act, 2013, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees''particulars which is available for inspection by the members at the Registered Office of the Company during business hours on working days of the Company. If any member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.

INTERNAL FINANCIAL CONTROLS:

The Companies Act, 2013 read with Rule 8(5)(viii) of Companies (Accounts) Rules, 2014 re-emphasizes the need for an effective Internal Financial Control system in the Company which should be adequate and shall operate effectively. The Company has devised proper system of internal financial control which is commensurate with size and nature of Business.

FRAUDS REPORTED BY THE AUDITOR:

During the Year under review, no frauds were reported by the Auditors (Statutory Auditor, Secretarial Auditor) to the Audit Committee/ Board.

SUBSIDIARIES AND ASSOCIATES:

No disclosure under the provisions of the Companies Act, 2013 and Rules made there under, is required by the Company as there is no Subsidiary, Associate or Joint Venture Company.

DEPOSITS:

Pursuant to Section 73 and 74 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rule, 2014, the Company has not accepted or renewed any Public Deposits during the year.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Loans, Guarantees and investments covered under Section 186 of the Companies Act, 2013 forms part of the notes to the financial statements provided in this Annual Report.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:

All related party transactions that were entered into during the financial year were on arm''s length basis and were in the ordinary course of the business. There are no materially significant related party transactions made by the company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large.Accordingly disclosure to be provided in AOC-2 is not enclosed.

CORPORATE SOCIAL RESPONSIBILITY:

Section 135 of the Companies Act, 2013 and framed Rules thereunder provides that certain Companies are required to spend 2% of its average net profit during 3 preceding years on CSR activities. It also provides formation of CSR committee of the Board. The Rules prescribe the activities qualify under CSR and the manner of spending the amount. The company is not covered under section 135 of the Companies Act, 2013 and the Rules framed thereunder for the financial year under report. CSR Committee of the Board will be constituted at the time of applicability, of section 135 of the Act. Hence CSR report is no required to be annexed.

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

A) CONSERVATION OF ENGERGY:

i. Steps taken or impact on conservation of energy:

Though the company is not a power intensive unit, it has always emphasized the importance of energy conservation at each stage of operation and is in the process of implementing all possible measures of minimizing power consumption.

ii. Steps taken by the Company for utilizing alternative sources of energy:

Not Applicable

iii. Capital Investment on energy conservation equipments:

Not Applicable

B) TECHNOLOGY ABSORPTION:

i. Efforts made towards Technology Absorption:

Our Company has successfully introduced the Investment Casting Process in steel and Stainless steel of various grades in the manufacturing of Valves. The company''s products have been modernized to confirm to international standards of API, BS and DIN.

ii. the benefits derived like product improvement, cost reduction, product development or import substitution:

Not Applicable

iii. in case of imported technology (imported during the last three years reckoned from the beginning of the financial year):

Not Applicable

iv. the expenditure incurred on Research and Development:

Not Applicable

C)	FOREIGN EXCHANGE EARNINGS AND OUTGOING:
	Particulars	2023-24	2022-23
	Foreign Exchange Earned	^ 2,78,40,515/-	2,40,98,203/-
	Foreign Exchange Out go	^ 14,59,821/-	14,04,130/-

RISK MANAGEMENT:

Apart from normal business risk, no major risk is foreseen that in the opinion of the Board may threaten the existence of the Company. During the Year, the Board has decided that Audit Committee shall identify risk, assess, monitor, review and report the risk engaged in the business and shall also carry out the role of Risk Management.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has established a vigil mechanism and overseas through the Committee, the genuine concerns expressed by the employees and other Directors. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns. The Company has also provided direct access to the Chairman of the Audit Committee on reporting issues concerning the interests of employees and the Company. The board has approved a policy for vigil mechanism which has been hosted on the website of the Company at www.hawaeneltd.com.

AUDITORS AND AUDITORS'' REPORT:

Pursuant to the provision of Section 139 of the Companies Act, 2013 read with rules made thereunder, M/s N.M. PATHAK & CO. Chartered Accountants, having ICAI Firm Registration No.107786W as the Statutory Auditor of the Company to hold office for a period of 5 (Five) Consecutive Years, effective from the conclusion of 27thAnnual General Meeting till the conclusion of the 32^nd Annual General Meeting to be held in the calendar year 2025.

In accordance with the Companies Amendment Act, 2017, enforced on 7^th May, 2018 by the Ministry of Corporate Affairs, the appointment of Statutory Auditors is not required to be ratified at every Annual General Meeting.

The Auditors'' Report annexed to the financial statements for the year under review does not contain any qualifications.

SECRETARIAL AUDITOR:

The Board has appointed M/s Chirag Shah& Associates, Practising Company Secretary, to conduct Secretarial Audit for the financial year 2023-24. The Secretarial Audit Report for the financial year ended 31^st March, 2024 is annexed herewith marked as Annexure II to this Report. One qualification is raised by the Secretarial Auditor in his Secretarial Audit Report for the year under review and the reply of the same is mentioned below in this Director''s report.

INTERNAL AUDITORS:

M/s JaykishanDarji & Co., Chartered Accountants, Ahmedabad have been re-appointed as Internal Auditor of the Company in terms of Section 138 of the Companies Act, 2013 and rules made thereunder, from Financial Year 2023-24 by the Board of Directors, upon recommendation of the Audit Committee.

EXPLANATIONS OR COMMENTS BY BOARD ON EVERY QUALIFICATION, RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE:

(i) by the auditor in his report; There is no qualification, reservation or adverse remark or disclaimer in audit report issued by the auditors of the Company.

(ii) By the company secretary in practice in his secretarial audit report; Following qualification raised by the Secretarial Auditor in his Secretarial Audit Report:

Company has not complied with the provision of Regulation 31 of the Securities and Exchange Board of India (Listing Obligations and Disclosures and Requirement) Regulation 2015.

Reply of Director for above qualification raised by secretarial auditor:

Company is in process to make necessary compliance and company has informed the all the promoters to dematerialized it''s all promoter shareholding pursuant to Regulation 31 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Reply of Director for above qualification raised by secretarial auditor:

SECRETARIAL STANDARDS:

Your Company is in compliance with the provisions of the applicable Secretarial Standards issued by the Institute of Company Secretaries of India in terms of the Companies Act, 2013.

ANNUAL RETURN

As required under Section 134(3)(a) of the Act, the Annual Return is available on the Company''s website and can be accessed at www.hawaengltd.com.

HUMAN RESOURCE:

The company has continued to maintain harmonious and cordial relations with its officers, supervisors and workers enabling the Company to maintain the pace of growth. Training is imparted to employees at all levels and covers both technical and behavioral aspects.

DIRECTOR''S RESPONSIBILITY STATEMENT:

Pursuant to Section 134(3)(c) read with Section 134 (5) of the Companies Act, 2013, the Board of Directors, state that:

a. In the preparation of the annual accounts 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 were no material departures from the same;

b. the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the

state of affairs of the Company as at March 31, 2024 and of the profit of the Company for the year ended on that date;

c. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. the Directors have prepared the annual accounts on a ''going concern'' basis;

e. the Directors have laid down internal financial controls to be followed by the Company and that such internal finance controls are adequate and are operating effectively; and

f. the Directors have devised proper systems devised to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

FORMAL ANNUAL EVALUATION:

The Board of Directors has carried out an annual evaluation of the performance of the Board, its committees and of individual directors has been made pursuant to the requirements of the Act and the Listing Regulations.

FAMILIARISATION PROGRAMME:

The Company undertook various steps to make the Independent Directors have full understanding about the Company. The details of such familiarisation programmes have been disclosed on the Company''s website: www.hawaeneltd.com.

PREVENTION OF INSIDER TRADING:

In January 2015, SEBI notified the SEBI (Prohibition of insider trading) Regulations, 2015 which came into effect from May 15, 2015. Pursuant thereto, the Company has formulated and adopted a new Code for Prevention of Insider Trading.

Your Company has adopted a Code of Conduct ("Code") to regulate, monitor and report trading in Company''s shares by Company''s 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 ("UPSI"). The Code covers Company''s 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 Company''s website and link for the same is www.hawaeneltd.com

The employees are required to undergo a mandatory training/ certification on this Code to sensitize themselves and strengthen their awareness.

CORPORATE GOVERNANCE:

As provided under Regulation 15(2) of the SEBI (LODR) Regulations, 2015, the compliance with Corporate Governance as specified in Regulation 17, 17A, 18, 19, 20, 21,22, 23, 24, 24A, 25, 26, 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C , D and E of Schedule V are not applicable to the Company as paid up share capital not exceeding rupees ten crore and net worth not exceeding rupees twenty five crore, as on the last day of the previous financial year.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

In accordance with the SEBI(Listing Obligation and Requirement) Regulations, 2015, the Management Discussion and Analysis Report are annexed to this Report as Annexure-III.

BUSINESS RISK MANAGEMENT:

Pursuant to section 134 (3) (n) of the Companies Act, 2013 & under regulation 21 of the SEBI (Listing obligations and disclosure requirements) Regulations, 2015, At present the company has not identified any element of risk which may threaten the existence of the company.

DISCLOSURES:

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. Details relating to deposits covered under Chapter V of the Act.

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

4. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company''s operations in future.

5. There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year 2020-21 and the date of this Report.

DISCLOSURE REGARDING MAINTENANCE OF COST RECORDS:

The Company has maintained cost records as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013 as the said provision is applicable to Company.

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

Your Company has adopted a policy on prevention, prohibition and redressal of sexual harassment at the workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules made there under. Your Company has constituted an Internal Complaints Committee across its commercial offices and Manufacturing sites.

There were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Insurance

Your Company has taken appropriate insurance for all assets against foreseeable perils.

CYBER SECURITY

In view of increased cyberattack scenarios, the cyber security maturity is reviewed periodically and the processes, technology controls are being enhanced in-line with the threat scenarios. Your Company''s technology environment is enabled with real time security monitoring with requisite controls at various layers starting from end user machines to network, application and the data.

ACKNOWLEDGEMENT:

The Directors wish to convey their gratitude and appreciation to all of the Company''s employees for their tremendous personal efforts as well as their collective dedication and contribution to the Company''s performance.The Directors would also like to thank the employee unions, shareholders, customers, dealers, suppliers, bankers, government and all other business associates for their continued support extended to the Company and the Management.

Mar 31, 2023

Your Directors have pleasure in presenting the Thirty Annual Report together with the Audited Statements of Accounts for the Year ended 31^st March, 2023.

FINANCIAL HIGHLIGHTS AND PERFORMANCE OF THE COMPANY:

Particulars	Year Ended 31/03/2023	Year Ended 31/03/2022
Revenue from Operations	1,01,95,97,319	73,23,79,517
Other Income	45,75,909	52,72,123
Profit/loss before Depreciation, Finance Costs, Exceptional items and Tax Expense	442,00,723	357,63,024
Less: Depreciation/ Amortisation/ Impairment	84,95,913	83,27,388
Profit /loss before Finance Costs, Exceptional items and Tax Expense	357,04,810	274,35,636
Less: Finance Costs	2,31,67,696	13,912,568
Profit /loss before Exceptional items and Tax Expense	1,25,37,114	13,523,068
Add/(less): Exceptional items	0	0
Profit /loss before Tax Expense	1,25,37,114	13,523,068
Less: Tax Expense (Current & Deferred)	55,52,915	25,92,667
Profit /loss for the year (1)	69,84,199	10,930,401
Total Comprehensive Income/loss (2)	0	0
Total(1 2)	69,84,199	10,930,401
Balance carried forward	12,89,91,803	122,007,605

OPERATIONAL OVERVIEW:

During the Year under review, the total revenue from operations (gross) of your Company stood at '' 1,01,95,97,319 as against '' 73,23,79,517 for FY 2021-22. However, Earnings before interest, tax, depreciation and amortization (EBITDA) were ''357,63,024 registering a growth as against '' 274,35,636, in 2021-22. Profit after tax (PAT) for the year was '' 69,84,199 over the PAT of '' 10,930,401 in 2021-22. The movement of finished products from factory, arrangement of raw materials etc. was satisfactory in comparison to previous financial year. The staff and workers put their sincere effort in the operation of the plant and achieving efficiency in the production level.

Your Directors have taken appropriate remedial action to mitigate the adverse circumstances and are hopeful of better performance and results during the current year.

Your Company has taken effective steps to improve its production and sales during the year under review. AMOUNT, IF ANY, WHICH THE BOARD PROPOSES TO CARRY TO ANY RESERVES:

The Board of Directors of the Company has not transferred any amount to the Reserves for the year under review.

DIVIDEND:

The Company has made the profits during the year, but to conserve the resources, the Directors do not recommend Dividend this year.

CHANGE IN THE NATURE OF BUSINESS:

There is no change in the nature of the business of the company.

MATERIAL CHANGES BETWEEN THE DATE OF THE BOARD REPORT AND END OF FINANCIAL YEAR:

SHARE CAPITAL:

The Paid-up Equity Share Capital of the Company as on 31^st March, 2023 is '' 3,52,64,000/- comprising of 35,26,400 shares of '' 10/- each. During the year under review, the Company has not issued any equity shares.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

DIN/DPID/ PAN	FULL NAME	DESIGNATION	DATE OF APPOINTMENT
00006879	Mr. Aslam Kagdi	Managing Director and CFO	01/06/2000
00006898	Mr. AsadKagdi	Jt. Managing Director	26/03/1999
00006940	Mr. Mohammedkhan Pathan	Whole Time Director	30/04/2004
06487724	Mr. Anwarahmed Mohammed Javid Daruwala	Independent Director	15/02/2013
06967822	Mrs. Sabana Amjad Rehmani	Independent Woman Director	30/09/2014
09671908	Mr. Abdul Motibhai Desai	Independent Director	12/08/2022
09671800	Mr. Johebhasan Aabidbhai Kureshi	Independent Director	12/08/2022
03638577	Mr. Mohamed Habib Abdulnabi Narmawala*	Non Executive & NonIndependent	12/08/2022

Pursuant to the provisions of Section 152 (6) of the Companies Act, 2013 and other applicable provisions, if any, of the Companies Act, 2013 (including any statutory modification or re-enactment thereof for the time being in force) Mr. Mohammedkhan Pathan (DIN: 00006940) Director of the Company is liable to retire by rotation at the ensuing AGM and being eligible offers himself for reappointment.

All the directors of the Company have confirmed that they are not disqualified from being appointed as directors in terms of section 164 of the Companies Act, 2013.

The Board of Directors has:

1. appointed Mr. Abdul Motibhai Desai (DIN: 09671908) as an Independent Director, effective August 12, 2022 for a term of 5 (five) consecutive years up to August 11, 2027;

2. appointed Mr. Johebhasan Aabidbhai Kureshi (DIN: 09671800) as an Independent Director, effective August 12, 2022 for a term of 5 (five) consecutive years up to August 11, 2027;

*3. Resignation of Mr. Mohamed Habib Abdulnabi Narmawala (DIN: 03638577) Director of the Company w.e.f. 22^nd May, 2023

Mr. Aslam Kagdi, Chief Financial Officer and Ms. Shital Dalavadi, Company Secretary were Key Managerial Personnel on 31^st March, 2023.

A STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SUB-SECTION (6) OF SECTION 149:

NUMBER OF MEETINGS OF THE BOARD:

The Board met Four times during the Financial Year on 28^th May, 2022, 12^th August, 2022, 12^th November, 2022 and 11^th February, 2023 the details of which are mentioned below the intervening gap between any two meetings was within the period prescribed under Companies Act, 2013.

MEETING OF INDEPENDENT DIRECTORS

The Company''s Independent Directors met once during the financial year 2022-23. Such meeting was conducted to enable the Independent Directors to discuss matters pertaining to the Company''s affairs and put forth their views.

DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE:

The Audit Committee consists of the following members:

1. Mr. Anwarahmed Mohammed Javid Daruwala, Chairman

2. Mr. Asad Kagdi, Member

3. Mr. Johebhasan Aabidbhai Kureshi, Member

No. of Meeting of Audit Committee held during the year: 4

The Audit Committee met Fourtimes during the financial year on 28^th May, 2022, 12^th August, 2022, 12^thNovember, 2022 and 11^th February, 2023.

POLICY ON DIRECTOR''S APPOINTMENT AND REMUNERATION:

The Current Policy is to have an appropriate mix of Executive and Independent Directors to maintain the independence of the Board, and separate its functions of Governance and Management. As on 31^stMarch, 2023, the Board consists of 6 Directors, 3 of whom are Executive, Managing Director or Whole-time Directors, and 3 are Non-Executive Independent Directors. The Board periodically evaluates the need for change in its composition and size.

FORMAL EVALUATION OF THE PERFORMANCE OF THE BOARD, COMMITTEES OF THE BOARD AND INDIVIDUAL DIRECTORS:

PARTICULARS OF EMPLOYEES:

The details as required under Section 197 (12) of the Companies Act, 2013, read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel), 2014 there is no employee (except Managing Director, CFO, CEO and CS) in the Company employed throughout the financial year who has salary above '' 1 Crore 2 lacs per annum or employed in part of the financial year with average salary above '' 8.5 lacs per month.

INTERNAL FINANCIAL CONTROLS:

FRAUDS REPORTED BY THE AUDITOR:

During the Year under review, no frauds were reported by the Auditors (Statutory Auditor, Secretarial Auditor) to the Audit Committee/ Board.

SUBSIDIARIES AND ASSOCIATES:

No disclosure under the provisions of the Companies Act, 2013 and Rules made there under, is required by the Company as there is no Subsidiary, Associate or Joint Venture Company.

DEPOSITS:

Pursuant to Section 73 and 74 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rule, 2014, the Company has not accepted or renewed any Public Deposits during the year.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Loans, Guarantees and investments covered under Section 186 of the Companies Act, 2013 forms part of the notes to the financial statements provided in this Annual Report.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:

CORPORATE SOCIAL RESPONSIBILITY:

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

A) CONSERVATION OF ENGERGY:

i. Steps taken or impact on conservation of energy:

ii. Steps taken by the Company for utilizing alternative sources of energy:

Not Applicable

iii. Capital Investment on energy conservation equipments:

Not Applicable

B) TECHNOLOGY ABSORPTION:

i. Efforts made towards Technology Absorption:

ii. the benefits derived like product improvement, cost reduction, product development or import substitution:

Not Applicable

iii. in case of imported technology (imported during the last three years reckoned from the beginning of the financial year):

Not Applicable

iv. the expenditure incurred on Research and Development:

Not Applicable

C) FOREIGN EXCHANGE EARNINGS AND OUTGOING:

Particulars	2022-23	2021-22
Foreign Exchange Earned	2,40,98,203/-	132,82,412/-
Foreign Exchange Out go	14,04,130/-	10,94,195/-

RISK MANAGEMENT:

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

AUDITORS AND AUDITORS'' REPORT:

Auditor of the Company to hold office for a period of 5 (Five) Consecutive Years, effective from the conclusion of 27^thAnnual General Meeting till the conclusion of the 32^nd Annual General Meeting to be held in the calendar year 2025.

General Meeting.

The Auditors'' Report annexed to the financial statements for the year under review does not contain any qualifications.

SECRETARIAL AUDITOR:

The Board has appointed M/s Chirag Shah& Associates, Practising Company Secretary, to conduct Secretarial Audit for the financial year 2022-23. The Secretarial Audit Report for the financial year ended 31^st March, 2023 is annexed herewith marked as Annexure II to this Report. One qualification is raised by the Secretarial Auditor in his Secretarial Audit Report for the year under review and the reply of the same is mentioned below in this Director''s report.

INTERNAL AUDITORS:

M/s JaykishanDarji&Co.,Chartered Accountants, Ahmedabad have been re-appointed as Internal Auditor of the Company in terms of Section 138 of the Companies Act, 2013 and rules made thereunder, from Financial Year 2022-23 by the Board of Directors, upon recommendation of the Audit Committee.

EXPLANATIONS OR COMMENTS BY BOARD ON EVERY QUALIFICATION, RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE:

(i) by the auditor in his report; There is no qualification, reservation or adverse remark or disclaimer in audit report issued by the auditors of the Company.

(ii) By the company secretary in practice in his secretarial audit report; Following qualification raised by the Secretarial Auditor in his Secretarial Audit Report:

Company has not complied with the provision of Regulation 31 of the Securities and Exchange Board of India (Listing Obligations and Disclosures and Requirement) Regulation 2015.

Reply of Director for above qualification raised by secretarial auditor:

SECRETARIAL STANDARDS:

Your Company is in compliance with the provisions of the applicable Secretarial Standards issued by the Institute of Company Secretaries of India in terms of the Companies Act, 2013.

ANNUAL RETURN

As required under Section 134(3)(a) of the Act, the Annual Return is available on the Company''s website and can be accessed at www.hawaengltd.com.

HUMAN RESOURCE:

DIRECTOR''S RESPONSIBILITY STATEMENT:

Pursuant to Section 134(3)(c) read with Section 134 (5) of the Companies Act, 2013, the Board of Directors, state that:

a. In the preparation of the annual accounts 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 were no material departures from the same;

b. the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2023 and of the profit of the Company for the year ended on that date;

d. the Directors have prepared the annual accounts on a ''going concern'' basis;

e. the Directors have laid down internal financial controls to be followed by the Company and that such internal finance controls are adequate and are operating effectively; and

f. the Directors have devised proper systems devised to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

FORMAL ANNUAL EVALUATION:

FAMILIARISATION PROGRAMME:

PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires preclearance for dealing in the Company''s shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. All Directors and the designated employees have confirmed compliance with the Code.

CORPORATE GOVERNANCE:

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

In accordance with the SEBI(Listing Obligation and Requirement) Regulations, 2015, the Management Discussion and Analysis Report are annexed to this Report as Annexure-III.

BUSINESS RISK MANAGEMENT:

DISCLOSURES:

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. Details relating to deposits covered under Chapter V of the Act.

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

4. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company''s operations in future.

5. There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year 2020-21 and the date of this Report.

DISCLOSURE REGARDING MAINTENANCE OF COST RECORDS:

The Company has maintained cost records as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013 as the said provision is applicable to Company.

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

There were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Insurance

Your Company has taken appropriate insurance for all assets against foreseeable perils. ACKNOWLEDGEMENT:

By order of Board of Directors Hawa Engineers Limited

Sd/-

Aslam Kagdi

Date: 14.08.2023 Chairman

Place: Ahmedabad DIN: 00006879

Mar 31, 2016

BOARD''S REPORT

To,

The Members,

Hawa Engineers Ltd.

The Directors have pleasure in presenting the Twenty Third Annual Report together with the Audited Statements of Accounts for the Year ended 31st March, 2016.

FINANCIAL HIGHLIGHTS AND PERFORMANCE OF THE COMPANY:

(Amount in Rs.)

Particulars	Year Ended 31/03/2016	Year Ended 31/03/2015
Sales and other Income	43,07,55,985	45,94,21,948
Total Expenses before interest, Depreciation	40,56,21,385	43,62,85,558
Profit before Interest, Depreciation, Taxation.	2,51,34,600	2,31,36,390
Interest	85,41,562	71,82,174
Depreciation	65,07,040	58,31,162
Profit / (Loss) before tax.	100,85,999	1,01,23,054
Provision for taxation	33,11,395	32,86,400
Profit/ (Loss) after tax	67,74,603	68,36,654

OPERATIONAL OVERVIEW:

During the Year under review, the total revenue from operations (gross) of your Company stood at Rs 4751.328 lacs as against Rs. 5110.33 lacs for FY 2014-15showing a decrease of 7.03%One of the reasons for the reduction in turnover is slowdown of economy. However, Earnings before interest, tax, depreciation and amortization (EBITDA) were Rs. 251.346 lacs registering a growth of 7.95% over the EBITDA of Rs. 231.36 lacs in 2014-15. Profit after tax (PAT) for the year was Rs. 67.74 lacs recording a decline of 0.9% over the PAT of Rs. 68.36 lacs in 2014-15. The movement of finished products from factory, arrangement of raw materials etc was satisfactory in comparison to previous financial year. The staff and workers put their sincere effort in the operation of the plant and achieving efficiency in the production level.

During the Year under review, export realization has decreased from Rs. 413.22 lacs to Rs. 224.11 lacs and your director feels proud in saying that we have been successfully able to expand our horizon in the International market. However, expenditure in foreign Currency has also increased from Rs. 31.12 lacs to Rs. 50.34 lacs as compared to that of Previous Year (2014-15).

Your Directors have taken appropriate remedial action to mitigate the adverse circumstances and are hopeful of better performance and results during the current year.

Your Company has taken effective steps to improve its production and sales during the year under review.

LISTING OF SECURITIES ON BOMBAY STOCK EXCHANGE:

Directors feel proud to inform you that your equity shares have listed on Bombay Stock Exchange Limited (BSE), Mumbai and our shareholders will be able to successfully trade on BSE platform.

SHARE CAPITAL:

The paid up equity capital as on March 31, 2016 was Rs.352.64 Lakhs during the year under review.

DIVIDEND:

The Company has made the profits during the year, but to conserve the resources, the Directors do not recommend Dividend this year.

TRANSFER TO RESERVES:

The Company proposes to transfer Rs. 50 lacs to the general reserve out of the amount available for appropriation and an amount of Rs 46.05lacs is proposed to be retained in the profit and loss account.

HUMAN RESOURCE:

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Loans, Guarantees and investments covered under Section 186 of the Companies Act, 2013 forms part of the notes to the financial statements provided in this Annual Report.

FIXED DEPOSITS:

Your Company has not accepted any Fixed Deposits and, as much, no amount of principle or interest was outstanding as on date of Balance Sheet.

SUBSIDIARIES AND ASSOCIATES:

No disclosure under the provisions of the Companies Act, 2013 and Rules made there under is required by the Company as there is no Subsidiary, Associate or Joint Venture Company.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:

PARTICULARS OF EMPLOYEES:

The table containing the names and other particulars of employees in accordance with the provisions of Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is appended as Annexure I to the Board''s Report.

There is no employee employed throughout the Financial Year and in receipt of remuneration of Rs. 60 lacs or more, or employed for the part of the year and in receipt of Rs. 5 lacs or more a month. Hence, no disclosure is required pursuant to Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

DIRECTOR''S RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability, confirm that:

(a) in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

(b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2016 and of the profit of the Company for the year ended on that date;

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

(d) the Director''s have prepared the annual accounts on a "Going concern basis";

(e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

(f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

All independent directors have given declarations that they meet the criteria of independence as laid down under section 149(6) of the Companies Act, 2013 and under regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

Mr. Zafar Abdullamiya Hawa (DIN: 05199634) retires by rotation and being eligible has offered himself for re-appointment.

Mr. Aslam Kagdi (DIN: 00006879) retires by rotation and being eligible has offered himself for re-appointment.

During the year, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company.

NUMBER OF MEETINGS OF THE BOARD:

The Board met four times during the Financial Year, the details of which are mentioned below the intervening gap between any two meetings was within the period prescribed under Companies Act, 2013.

POLICY ON DIRECTOR''S APPOINTMENT AND REMUNERATION:

The Current Policy is to have an appropriate mix of Executive and Independent Directors to maintain the independence of the Board, and separate its functions of Governance and Management. As on 31^st March, 2016, the Board consists of 9 Directors, 4 of whom are Executive or Whole-time Directors, and 5 are NonExecutive Directors, of which 4 are Independent Directors. The Board periodically evaluates the need for change in its composition and size.

EVALUATION OF PERFORMANCE OF BOARD:

The Board adopted a formal mechanism for evaluating its performance as well as that of its Committees and individual Directors, including the Chairman of the Board. The exercise was carried out through a structured evaluation process covering various aspects of the Board functioning such as composition of the Board & committees, experience & competencies, performance of specific duties & obligations, contribution at the meetings and otherwise, independent judgment, governance issues etc.

COMMITTEES OF THE BOARD:

The details pertaining to composition of various committees as per the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Companies Act, 2013

FAMILIARISATION PROGRAMME

RISK MANAGEMENT:

AUDITORS AND AUDITORS'' REPORT:

Ratify the appointment of M/s. Yusuf C. Mansuri & Co., Chartered Accountants, Ahmedabad, (FRN. 111768W), Chartered Accountants, as approved by Members at the Twenty second Annual General Meeting as Statutory Auditors of the Company, to hold office until the conclusion of Twenty Seventh Annual General Meeting, and to fix their remuneration for the financial year ending 31st March, 2017.

SECRETARIAL AUDITOR:

The Board has appointed M/s Samdani Shah & Associates, Practising Company Secretary, to conduct Secretarial Audit for the financial year 2015-16. The Secretarial Audit Report for the financial year ended 31^st March, 2016 is annexed herewith marked as Annexure II to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

PREVENTION OF INSIDER TRADING:

In January 2015, SEBI notified the SEBI (Prohibition of insider trading) Regulations, 2015 which came into effect from May 15, 2015. Pursant thereto, the Company has formulated and adopted a new Code for Prevention of Insider Trading.

Corporate Social Responsibility

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has a vigil mechanism named Fraud and Risk Management Policy to deal with instance of fraud and mismanagement, if any. In staying true to our values of Strength, Performance and Passion and in line with our vision of being one of the most respected companies in India, the Company is committed to the high standards of Corporate Governance and stakeholder responsibility. 33rd Annual Report 2015-2016 17 The Company has a Fraud Risk and Management Policy to deal with instances of fraud and mismanagement, if any. The FRM Policy ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination will be meted out to any person for a genuinely raised concern.

A high level Committee has been constituted which looks into the complaints raised. The Committee reports to the Audit Committee and the Board.

EXTRACT OF ANNUAL RETURN

As provided under Section 92(3) of the Act, the extract of annual return is given in Annexure III in the prescribed Form MGT-9, which forms part of this report.

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

A) CONSERVATION OF ENGERGY:

i. Steps taken or impact on conservation of energy:

ii. Steps taken by the Company for utilizing alternative sources of energy: Not Applicable

iii. Capital Investment on energy conservation equipments: Not Applicable

B) TECHNOLOGY ABSORPTION:

i. Efforts made towards Technology Absorption:

ii. the benefits derived like product improvement, cost reduction, product development or import substitution: Not Applicable

iii. in case of imported technology (imported during the last three years reckoned from the beginning of the financial year): Not Applicable

iv. the expenditure incurred on Research and Development: Not Applicable

C) FOREIGN EXCHANGE EARNINGS AND OUTGOING:

Particulars	2015-16	2014-15
Foreign Exchange Earned	2,24,10,724/-	4,13,22,403/-
Foreign Exchange Out go	50,34,895	31,21,105/-

BUSINESS RISK MANAGEMENT:

DISCLOSURES:

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. Details relating to deposits covered under Chapter V of the Act.

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

4. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company''s operations in future.

As per the requirement under The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 read with rules made there under, your Company has constituted Internal Complaints Committee which is responsible for redressal of complaints related to sexual harassment. During the year under review, there were no complaints pertaining to sexual harassment.

ACKNOWLEDGEMENT:

The Directors would also like to thank the employee unions, shareholders, customers, dealers, suppliers, bankers, government and all other business associates for their continued support extended to the Company and the Management.

For and on behalf of the Board of Directors

S d/-

AslamKagdi

Place : Ahmedabad Chairman and Managing Director

Date : 28^th May, 2016 DIN: 00006879

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the Twenty Second Annual Report together with the Audited Statements of Accounts for the Year ended 31st March, 2015.

FINANCIAL HIGHLIGHTS AND PERFORMANCE OF THE COMPANY:

(Amount in Rs.)

Particulars Year Ended Year Ended 31/03/2015 31/03/2014

Sales and other Income 45,94,21,948 48,57,86,068

Total Expenses before interest, Depreciation 43,62,85,558 46,52,81,088

Profit before Interest, Depreciation, Taxation. 2,31,36,390 2,05,04,980

Interest 71,82,174 50,60,491

Depreciation 58,31,162 41,33,759

Profit / (Loss) before tax. 1,01,23,054 1,13,10,730

Provision for taxation 32,86,400 22,49,800

Profit/ (Loss) after tax 68,36,654 90,60,930

OPERATIONAL OVERVIEW:

During the Year under review, the total revenue from operations (gross) of your Company stood at Rs 5110.33 lacs as against Rs. 5329.86 lacs for FY 2013-14 showing a decrease of 4.12%. One of the reasons for the reduction in turnover is slowdown of economy. However, Earnings before interest, tax, depreciation and amortization (EBITDA) were Rs. 231.36 lacs registering a growth of 12.83% over the EBITDA of Rs. 205.05 lacs in 2013-14. Profit after tax (PAT) for the year was Rs. 68.36 lacs recording a decline of 24.55% over the PAT of Rs. 90.60 lacs in 2013-14. The movement of finished products from factory, arrangement of raw materials etc was satisfactory in comparison to previous financial year. The staff and workers put their sincere effort in the operation of the plant and achieving efficiency in the production level.

During the Year under review, export realization has increased from Rs. 265.37 lacs to Rs. 413.22 lacs and your director feels proud in saying that we have been successfully able to expand our horizon in the International market. However, expenditure in foreign Currency has also increased from Rs. 12.42 lacs to Rs. 31.21 lacs as compared to that of Previous Year (2013-14).

Your Directors have taken appropriate remedial action to mitigate the adverse circumstances and are hopeful of better performance and results during the current year.

Your Company has taken effective steps to improve its production and sales during the year under review. APPLICATION FOR LISTING OF SECURITIES ON BOMBAY STOCK EXCHANGE:

Your Directors feel proud to inform you that we have applied for listing of your equity shares on Bombay Stock Exchange Limited (BSE), Mumbai. Necessary formalities have been complied with and in few weeks, our shareholders will be able to successfully trade on BSE platform.

DIVIDEND:

The Company has made the profits during the year, but to conserve the resources, the Directors do not recommend Dividend this year.

TRANSFER TO RESERVES:

The Company proposes to transfer Rs. 75 lacs to the general reserve out of the amount available for appropriation and an amount of Rs. 28.30 lacs is proposed to be retained in the profit and loss account.

HUMAN RESOURCE:

The company has continued to maintain harmonious and cordial relations with its officers, supervisors and workers enabling the Company to maintain the pace of growth. Training is imparted to employees at all levels and covers both technical and behavioral aspects.

MANAGEMENT DISCUSSION AND ANALYSIS:

As per the provisions set out in the Clause 49 of the Listing Agreement, Management Discussion and Analysis forms part of this Annual Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Loans, Guarantees and investments covered under Section 186 of the Companies Act, 2013 forms part of the notes to the financial statements provided in this Annual Report.

FIXED DEPOSITS:

Your Company has not accepted any Fixed Deposits and, as much, no amount of principle or interest was outstanding as on date of Balance Sheet.

SUBSIDIARIES AND ASSOCIATES:

No disclosure under the provisions of the Companies Act, 2013 and Rules made there under is required by the Company as there is no Subsidiary, Associate or Joint Venture Company.

In accordance with the Provisions of Section 136 of the Companies Act, 2013, the Audited Financial Statements, auditor's report and every other document required by law to be annexed or attached to the financial statements, which are to be laid before a company in its general meeting are available on Company's Website www.hawaengltd.com .

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:

There have been no materially significant related party transactions between the Company and the Directors, the management, the subsidiaries or the relatives except for those disclosed in the financial statements.

Accordingly, particulars of contracts or arrangements with related parties referred to in Section 188(1) along with the justification for entering into such contract or arrangement in Form AOC-2 does not form part of the report.

PARTICULARS OF EMPLOYEES:

The table containing the names and other particulars of employees in accordance with the provisions of Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is appended as Annexure I to the Board's Report.

There is no employee employed throughout the Financial Year and in receipt of remuneration of Rs. 60 lacs or more, or employed for the part of the year and in receipt of Rs. 5 lacs or more a month. Hence, no disclosure is required pursuant to Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

DIRECTOR'S RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability, confirm that:

(a) in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

(b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2015 and of the profit of the Company for the year ended on that date;

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

(d) the Director's have prepared the annual accounts on a "Going concern basis";

(e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

(f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

CORPORATE GOVERNANCE:

The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI. The report on Corporate Governance as stipulated under the Listing Agreement forms an integral part of this Report. The requisite certificate from the Secretarial Auditors of the Company confirming compliance with the conditions of corporate governance is attached to the report on Corporate Governance.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Pursuant to the provisions of Section 149 of the Act, this came into effect from April 1, 2014, Mr. Mahboob Abdul Rehman Shaikh and Mrs. Sabana Amjad Rehmani (woman director) were appointed as independent directors at the annual general meeting of the Company held on 30th September, 2014. The terms and conditions of appointment of independent directors are as per Schedule IV of the Act. They have submitted a declaration that each of them meets the criteria of independence as provided in Section 149(6) of the Act and there has been no change in the circumstances which may affect their status as independent director during the year.

Mr. Asad Kagdi retires by rotation and being eligible has offered himself for re-appointment.

During the year, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company.

Pursuant to the provisions of Section 203 of the Act, which came into effect from April 1, 2014, the appointments of Mr. Aslam Kagdi, Chief Financial Officer for a period of 5 years and Mr. Dhanesh Pravinbhai Shah, Company Secretary as key managerial personnel of the Company were formalized in the meeting of Board of Directors of the Company held on July 03, 2015.

NUMBER OF MEETINGS OF THE BOARD:

The Board met Seven times during the Financial Year, the details of which are given in the Corporate Governance Report that forms part of this Annual Report. The intervening gap between any two meetings was within the period prescribed under Companies Act, 2013.

DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received necessary declaration from each Independent Director under Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION:

The Current Policy is to have an appropriate mix of Executive and Independent Directors to maintain the independence of the Board, and separate its functions of Governance and Management. As on 31st March, 2015, the Board consists of 10 Directors, 4 of whom are Executive or Whole-time Directors, and 6 are NonExecutive Directors, of which 5 are Independent Directors. The Board periodically evaluates the need for change in its composition and size.

The policy of the Company on Director's appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of directors, and other matters provided under Sub-section (3) of Section 178 of the Companies Act, 2013, adopted by Board, is available on Company website: www.hawaengltd.com

EVALUATION OF PERFORMANCE OF BOARD:

The Board of directors has carried out an formal annual evaluation of its own performance, Board committees and individual directors pursuant to the provisions of the Companies Act, 2013 and the corporate governance requirements as prescribed by Securities and Exchange Board of India ("SEBI") under Clause 49 of the Listing Agreement ("Clause 49").

The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

The Board and the Nomination and Remuneration Committee ("NRC") reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role.

In a separate meeting of independent Directors, performance of non-independent directors, performance of the board as a whole and performance of the Chairman was evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent Directors, at which the performance of the Board, its committees and individual directors was also discussed.

COMMITTEES OF THE BOARD:

The details pertaining to composition of various committees as per the provisions of Clause 49 of Listing Agreement and Companies Act, 2013 are included in the Corporate Governance Report, which forms part of this report.

FAMILIARISATION PROGRAMME

The Company undertook various steps to make the Independent Directors have full understanding about the Company. The details of such familiarisation programmes have been disclosed on the Company's website: www.hawaengltd.com

INTERNAL FINANCIAL CONTROLS:

The details in respect of internal financial control and their adequacy are included in the Management Discussion & Analysis, which forms part of this report.

RISK MANAGEMENT:

Apart from normal business risk, no major risk is foreseen that in the opinion of the Board may threaten the existence of the Company. During the Year, the Board has decided that Audit Committee shall identify risk, assess, monitor, review and report the risk engaged in the business and shall also carry out the role of Risk Management.

AUDITORS AND AUDITORS' REPORT:

Pursuant to the provisions of Section 139 of the Act and the rules framed thereunder, M/s Nawab Memon & Associates (FRN: 129819W), Chartered Accountants, were appointed as statutory auditors of the Company from the conclusion of the Twenty First annual general meeting (AGM) of the Company held on September 30, 2014 till the conclusion of the twenty fourth AGM to be held in the year 2017, subject to ratification of their appointment at every AGM.

However, due to Pre-occupation in other Activities, M/s Nawab Memon & Associates (FRN: 129819W) tendered their Resignation from the post of Statutory Auditor of the Company resulting into Casual Vacancy. Board of Directors in their meeting held on 16th February, 2015 recommended M/s Yusuf C. Mansuri & Co. (FRN: 111768W), Chartered Accountants, Ahmedabad to fill the Casual Vacancy and their appointment was approved in the Extra-ordinary General Meeting of the Members held on 28th March, 2015 till the conclusion of the ensuing Annual General Meeting and is eligible for re-appointment. They have confirmed their eligibility to the effect that their re-appointment, if made, would be within the prescribed limits under the Act and that they are not disqualified for re-appointment.

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

SECRETARIAL AUDITOR:

The Board has appointed M/s Samdani Shah & Associates, Practising Company Secretary, to conduct Secretarial Audit for the financial year 2014-15. The Secretarial Audit Report for the financial year ended 31st March, 2015 is annexed herewith marked as Annexure II to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

EXTRACT OF ANNUAL RETURN

As provided under Section 92(3) of the Act, the extract of annual return is given in Annexure III in the prescribed Form MGT-9, which forms part of this report.

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

A) CONSERVATION OF ENGERGY:

i. Steps taken or impact on conservation of energy:

Though the company is not a power intensive unit, it has always emphasized the importance of energy conservation at each stage of operation and is in the process of implementing all possible measures of minimizing power consumption.

ii. Steps taken by the Company for utilizing alternative sources of energy:

Not Applicable

iii. Capital Investment on energy conservation equipments:

Not Applicable

B) TECHNOLOGY ABSORPTION:

i. Efforts made towards Technology Absorption:

Our Company has successfully introduced the Investment Casting Process in steel and Stainless steel of various grades in the manufacturing of Valves. The company's products have been modernized to confirm to international standards of API, BS and DIN.

ii. the benefits derived like product improvement, cost reduction, product development or import substitution :

Not Applicable

iii. in case of imported technology (imported during the last three years reckoned from the beginning of the financial year) :

Not Applicable

iv. the expenditure incurred on Research and Development :

Not Applicable

C) FOREIGN EXCHANGE EARNINGS AND OUTGOING:

Particulars 2014-15 2013-14

Foreign Exchange Earned 4,13,22,403/- 2,65,37,679/-

Foreign Exchange Out go 31,21,105/- 12,41,843/-

DISCLOSURES:

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. Details relating to deposits covered under Chapter V of the Act.

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

4. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.

As per the requirement under The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 read with rules made there under, your Company has constituted Internal Complaints Committee which is responsible for redressal of complaints related to sexual harassment. During the year under review, there were no complaints pertaining to sexual harassment.

ACKNOWLEDGEMENT:

The Directors wish to convey their gratitude and appreciation to all of the Company's employees for their tremendous personal efforts as well as their collective dedication and contribution to the Company's performance.

The Directors would also like to thank the employee unions, shareholders, customers, dealers, suppliers, bankers, government and all other business associates for their continued support extended to the Company and the Management.

For and on behalf of the Board of Directors

Sd/-

Aslam Kagdi Place : Ahmedabad Chairman and Managing Director Date : 29th May, 2015 DIN: 00006879

Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the Twenty First Annual Reports together with the Audited Statements of Accounts for the Year ended 31st March, 2014.

1. FINANCIAL HIGHLIGHTS: (Amount in Rs.)

Particulars Year Ended Year Ended 31/03/2014 31/03/2013

Sales and other Income 485786068 585587818

Total Expenses before interest, 465281088 555129191 Depreciation

Profit before Interest, 20504980 30458627 Depreciation, Taxation.

Interest 5060491 4656697

Depreciation 4133759 6686821

Profit / (Loss) before tax. 11310730 19115109

Provision for taxation Deferred Tax 2249800 6431000

Profit/ (Loss) after tax 9060930 12684109

2. DIVIDEND:

The Company has made the profits during the year, but to conserve the resources, the Directors do not recommend the Dividend this year.

3. OPERATIONAL REVIEW:

The Board informs to you that the performance of your Company was not Satisfactory during the financial year even though settlement of production level, working out of logistics with respect to movement of finished products from factory, arrangement of raw materials etc was satisfactory in comparison to previous financial year. The staff and workers put their sincere effort in the operation of the plant and achieving efficiency in the production level.

During the year under review , the company has achieved a sales turnover of Rs.4833.57 Lacs in the financial year ending 31st March, 2014 as compared to Rs. 5838.16 Lacs in the year ended 31st March, 2013. The Company has earned Profit of Rs. 113.10 Lacs in comparison to Profit of Rs. 191.15 Lacs during the previous financial year.

Your Directors have taken appropriate remedial action to mitigate the adverse circumstances and are hopeful of better performance and results during the current year.

Company is taking effective steps to improve its production and sales during the year under review.

4. HUMAN RESOURCES POLICY AND INDUSTRIAL RELATIONS:

The company has continued to maintain harmonious and cordial relations with its officers, supervisors and workers enabling the Company to maintain the pace of growth.

5. DEPOSITS:

The Company has not accepted during the year under review any deposit as defined under the Companies (Acceptance of Deposits) Rules, 1975.

6. DIRECTORS:

Mr. Aslam Kagdi is retiring at the ensuing annual general meeting and being eligible offers themselves for re-appointment. Your Directors request for their appointment.

The Company had, pursuant to the provisions of clause 49 of the Listing Agreement entered into with Stock Exchanges, appointed Mr. Sajid Mehboobbhai Sacha, Mr. Shad Mdafzal Ranginwala and Mr. Anwarahmed Mohammed Javid Daruwala as Independent Directors of the Company. As per Section 149(4) of the Companies Act, 2013, which came into effect from 1st April, 2014, every listed public Company is required to have at least one-third of the total number of directors as Independent Directors.

The Company also proposed to appoint Mr. Mahboob Abdul Raheman Shaikh & Mrs. Sabana Amjad Rehmani as an independent director of the company to comply with the clause 49 of the listing agreement In accordance with the provisions of Section 149 of the Act, these Directors are being appointed as Independent Directors to hold office as per their tenure of appointment mentioned in the Notice of the forthcoming Annual General Meeting (AGM) of the Company.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchanges.

Brief resume of the Directors proposed to be appointed / re-appointed, nature of their expertise and other details as stipulated under Clause 49 of the Listing agreement are provided in the Notice convening the Annual General Meeting forming part of this Annual Report.

The Board wishes to Place on record their appreciation and acknowledgement for the valuable services rendered by the directors during their tenure with the company.

7. CORPORATE GOVERNANCE:

The Company has implemented the Corporate Governance code in your Company and the report has been attached herewith.

8. DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to section 217 (2AA) of the Companies Act, 1956 the Board of Directors confirms that:

(i) in the preparation of the Annual Accounts, the applicable accounting standards had been followed;

(ii) appropriate accounting policies have been selected and applied consistently and judgments and estimates made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and the profit and Loss Account for the current financial year;

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

(iv) The Annual Accounts have been prepared on a going concern basis.

9. PARTICULARS OF EMPLOYEES:

NO disclosure is required as there is no employee of the company who was in receipt of remuneration requiring disclosure under the provisions of the Companies (Particulars of Employees) Rules, 1975.

10. PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREING EXCHANGE EARNINGS AND OUT GO:

The additional information regarding conservation of energy technology absorption and foreign exchange earnings and outgo stipulated under Section 217 (1) (e) of the Companies Act, 1956 are given as an Annexure-A to this report.

11. AUDITORS AND AUDITORS REPORT:

The Company''s Auditors M/s. Nawab Memon & Associates, Chartered Accountants, Ahmadabad are retiring at the ensuing Annual general meeting. Your Directors recommend their appointment to hold the office from the end of the Annual general meeting till the end of next Annual general meeting. The Report of Auditors is attached herewith which is self explanatory and does not call for any explanation.

12. COMPLIANCE CERTIFICATE:

As per the Provision of section 383 of the Companies Act, 1956 the compliance certificate issued by M/ s. Chirag Shah & Associates, Practicing company Secretary is attached with the Directors Report and it forms the part of the Report.

13. ACKNOWLEDGEMENTS:

Your Directors are grateful for the co-operation extended by the workers, staff and Executives of the Company, Company''s Bankers, Auditors, Government bodies and customers and most importantly the shareholders for their whole hearted support to the Company and look forward to their continued support in the years to come.

FOR AND ON BEHALF OF THE BOARD,

Sd/- Place : Ahmedabad Aslam F. Kagdi Date : 29/05/2014 Chairman

Mar 31, 2013

Dear Members,

The Directors have pleasure in presenting the Twentieth Annual Report together with the Audited Statements of Accounts for the Year ended 31st March, 2013.

1. FINANCIAL HIGHLIGHTS:

(Amount in Rs.)

Particulars Year Ended Year Ended 31/03/2013 31/03/2012

Sales and other Income 585587818 458852742

Total Expenses before interest, 555126390 434958596 Depreciation

Profit before Interest, 30461428 23894152 Depreciation, Taxation.

Interest 4659498 3047971

Depreciation 6686821 3916792

Profit / (Loss) before tax 19115109 16929389

Provision for taxation and Deferred Tax 6431000 6249465

Profit/ (Loss) after tax 12684109 10679925

2. DIVIDEND:

The Company has made the profits during the year, but to conserve the resources, the Directors do not recommend the Dividend this year.

3. OPERATIONAL REVIEW:

Your Directors are happy to announce yet again another year which is witnessing the rise in the bottom-line.

The Profit before interest Depreciation and Taxation has reached to Rs.304 Lacs mark as against Rs. 238 Lacs in previous year. Which shows a growth of 27.73% during the period

The Company has achieved a Turnover of Rs. 5838 Lacs as against Rs. 4574 Lacs in the previous year, which is the growth of 27.63% over previous year.

The Company has earned a Profit of Rs. 191 Lacs compared to Rs. 169 Lacs previous year which shows a growth of 13.00% during the period.

This achievement is nothing but the dedicated effort of your management for always aiming the newer heights. Your Directors are hopeful of continuing the same performance in the coming year also.

4. HUMAN RESOURCES POLICY AND INDUSTRIAL RELATIONS:

The company has continued to maintain harmonious and cordial relations with its officers, supervisors and workers enabling the Company to maintain the pace of growth.

5. DEPOSITS:

The Company has not accepted during the year under review any deposit as defined under the Companies (Acceptance of Deposits) Rules, 1975.

6. DIRECTORS:

Mr. Mohammed Khan Pathan and Mr. Sajid Mehboob Bhai Sacha are retiring at the ensuing annual general meeting and being eligible offers themselves for re-appointment. Your Directors request for their appointment.

The term of Mr. Asad F Kagdi as a Managing director expires as on 1st October, 2012. So, Board of Director of the company recommends his re appoint as managing director for further five years.

Mr. Khaliq Y Hawa resigned from the Board with effect from 12th December, 2012 and Mr. Anwar Ahmed Mohammed Javid Daruwala was appointed as a director to fill the casual vacancy caused by the resignation of Mr. Khaliq Y Hawa with effect from 12th December, 2012

Mr. Wasim Shaikh resigned from the Board with effect from 15th Febuary, 2013 and Mr. Sajid Mehboob bhai Sacha was appointed as a director to fill the casual vacancy caused by the resignation of Mr. Wasim Shaikh with effect from 15th February, 2013

The Board wishes to Place on record their appreciation and acknowledgement for the valuable services rendered by the outgoing directors during their tenure with the company

7. CORPORATE GOVERNANCE:

The Company has implemented the Corporate Governance code in your Company and the report has been attached herewith.

8. DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to section 217 (2AA) of the Companies Act, 1956 the Board of Directors confirms that:

(i) in the preparation of the Annual Accounts, the applicable accounting standards had been followed;

(ii) appropriate accounting policies have been selected and applied consistently and judgments and estimates made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and the profit and Loss Account for the current financial year.

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

(iv) the Annual Accounts have been prepared on a going concern basis.

9. PARTICULARS OF EMPLOYEES:

No disclosure is required as there is no employee of the company who was in receipt of remuneration requiring disclosure under the provisions of the Companies (Particulars of Employees) Rules, 1975,

10. PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREING EXCHANGE EARNINGS AND OUT GO:

The additional information regarding conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 217 (1) (e) of the Companies Act, 1956 are given as an Annexure-A to this report.

11. AUDITORS AND AUDITORS REPORT:

The Company''s Auditors M/s. Nawab Memon & Associates, Chartered Accountants, Ahmadabad are retiring at the ensuing Annual general meeting. Your Directors recommend their appointment to hold the office from the end of the Annual general meeting till the end of next Annual general meeting. The Report of Auditors is attached herewith which is self explanatory and does not call for any explanation.

12. COMPLIANCE CERTIFICATE:

As per the Provision of section 383 of the Companies Act, 1956 the compliance certificate issued by M/s. Chirag Shah & Associates, Practicing company Secretary is attached with the Directors Report and it forms the part of the Report.

13. ACKNOWLEDGEMENTS:

Your Directors are grateful for the co-operation extended by the workers, staff and Executives of the Company, Company''s Bankers, Auditors, Government bodies and customers and most importantly the shareholders for their whole hearted support to the Company and look forward to their continued support in the years to come.

FOR AND ON BEHALF OF THE BOARD,

Sd/- Place : Ahmedabad Aslam F. Kagdi Date : 29/05/2013 Chairman

Mar 31, 2012

Dear Members,

The Directors have pleasure in presenting the nineteenth Annual Report together with the Audited Statements of Accounts for the Year ended 31st March, 2012.

1. FINANCIAL HIGHLIGHTS: (Amount in Rs.)

Particulars Year Ended Year Ended 31/03/2012 31/03/2011

Sates and other Income 458852742 366497297

Profit before Interest, 23894152 21300962 Depreciation, Taxation.

Interest 3047971 4685773

Depreciation 3916792 2993960

Profit / (Loss) before tax. 16929389 13621230

Provision for taxation 5500000 4995005

Profit/ (Loss) after tax 10679925 8626225

2. DIVIDEND:

The Company has made the profits during the year, but to conserve the resources, the Directors do not recommend the Dividend this year.

3. OPERATIONAL REVIEW:

Your Directors are happy to announce yet again another year which is witnessing the rise in the bottom-line. The Profit before interest Depreciation and Taxation has reached to the 1.69 Crore mark. This achievement is nothing but the dedicated effort of your management for always aiming the newer heights. Your Directors are hopeful of continuing the same performance in the coming year also.

4. HUMAN RESOURCES POLICY AND INDUSTRIAL RELATIONS:

The company has continued to maintain harmonious and cordial relations with its officers, supervisors and workers enabling the Company to maintain the pace of growth.

5. DEPOSITS:

The Company has not accepted during the year under review any deposit as defined under the Companies (Acceptance of Deposits) Rules, 1975.

6. DIRECTORS:

Mr. Shad Mdafzal Ranginwala and Mr. Khalik Hawa are retiring at the ensuing annual general meeting and being eligible offers themselves for re-appointment. Your Directors request for their appointment.

The term of Mr. Aslam Kagdi as a Managing director expire as on 30th April, 2012. So, Board of Director of the company recommends his re appoint as managing director for further five years.

7. CORPORATE GOVERNANCE:

The Company has implemented the Corporate Governance code in your Company and the report has been attached herewith.

8. DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to section 217 (2AA) of the Companies Act, 1956 the Board of Directors confirms that:

(i) in the preparation of the Annual Accounts, the applicable accounting standards had been followed;

(ii) appropriate accounting policies have been selected and applied consistently and judgments and estimates made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and the profit and Loss Account for the current financial year.

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

(iv) The Annual Accounts have been prepared on a going concern basis.

9. PARTICULARS OF EMPLOYEES:

As there is no employee of the company who was in receipt of remuneration requiring disclosure under the provisions of the Companies (Particulars of Employees) Rules, 1975,

10. PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREING EXCHANGE EARNINGS AND OUT GO:

The additional information regarding conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 217 (1) (e) of the Companies Act, 1956 are given as an Annexure-A to this report.

11. AUDITORS AND AUDITORS REPORT:

The Company''s Auditors M/s. Nawab Manon & Associates, Chartered Accountants, Ahmedabad are retiring at the ensuing Annual general meeting. Your Directors recommend their appointment to hold the office from the end of the Annual general meeting till the end of next Annual general meeting. The Report of Auditors is attached herewith which is self explanatory and does not call for any explanation.

12. COMPLIANCE CERTIFICATE:

As per the Provision of section 383 of the Companies Act, 1956 the compliance certificate issued by M/ s. Chirag Shah & Associates, Practicing company Secretary is attached with the Directors Report and it forms the part of the Report.

13. ACKNOWLEDGEMENTS:

Your Directors are grateful for the co-operation extended by the workers, staff and Executives of the Company, Company''s Bankers, Auditors, Government bodies and customers and most importantly the shareholders for their whole hearted support to the Company and look forward to their continued support in the years to come.

FOR AND ON BEHALF OF THE BOARD, Sd/- Place : Ahmedabad Aslam F. Kagdi Date : 25/05/2012 Chairman

Mar 31, 2011

Dear Members,

The Directors have pleasure in presenting the Seventeen Annual Report together with the Audited Statements of Accounts for the Year ended 31st March, 2011.

1. FINANCIAL HIGHLIGHTS:

Particulars Year Ended Year Ended 31/03/2011 31/03/2010

Sales and other Income 366497297 262208511 Profit before Interest, Depreciation, Taxation. 21300962 10499953

Interest 4685773 1785382

Depreciation 2993960 2410919

Profit / (Loss) before tax. 1362123 6303652

Provision for taxation 4995005 2206774

Profit/ (Loss) after tax 8626225 4096878

2. DIVIDEND:

The Company has made the profits during the year, but to conserve the resources, the Directors do not recommend the Dividend this year.

3. OPERATIONAL REVIEW:

Your Directors are happy to announce yet again another year which is witnessing the rise in the bottom-line. The Profit before interest Depreciation and Taxation has reached to the 1 Crore mark. This achievement is nothing but the dedicated effort of your management for always aiming the newer heights. Your Directors are hopeful of continuing the same performance in the coming year also.

4. HUMAN RESOURCES POLICY AND INDUSTRIAL RELATIONS:

The company has continued to maintain harmonious and cordial relations with its officers, supervisors and workers enabling the Company to maintain the pace of growth.

5. DEPOSITS:

The Company has not accepted during the year under review any deposit as defined under the Companies (Acceptance of Deposits) Rules, 1975.

6. DIRECTORS:

Mr. Aslam F. Kagdi and Mr. Asad F. Kagdi are retiring at the ensuing annual general meeting and being eligible offers themselves for re-appointment. Your Directors request for their appointment.

7. CORPORATE GOVERNANCE:

The Company has implemented the Corporate Governance code in your Company and the report has been attached herewith.

8. DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to section 217 (2AA) of the Companies Act, 1956 the Board of Directors confirms that:

(i) in the preparation of the Annual Accounts, the applicable accounting standards had been followed;

(ii) appropriate accounting policies have been selected and applied consistently and judgments and estimates made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and the profit and Loss Account for the current financial year.

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

(iv) The Annual Accounts have been prepared on a going concern basis.

9. PARTICULARS OF EMPLOYEES:

As there is no employee of the company who was in receipt of remuneration requiring disclosure under the provisions of the Companies (Particulars of Employees) Rules, 1975,

10. PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREING EXCHANGE EARNINGS AND OUT GO:

The additional information regarding conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 217 (1) (e) of the Companies Act, 1956 are given as an Annexure-A to this report.

11. AUDITORS AND AUDITORS REPORT:

The Company''s Auditors M/s. Nawab Manon & Associates, Chartered Accountants, Ahmedabad are retiring at the ensuing Annual general meeting. Your Directors recommend their appointment to hold the office from the end of the Annual general meeting till the end of next Annual general meeting. The Report of Auditors is attached herewith which is self explanatory and does not call for any explanation

12. COMPLIANCE CERTIFICATE:

As per the Provision of section 383 of the Companies Act, 1956 the compliance certificate issued by M/s. Samdani Shah & Associates, Practicing company Secretary is attached with the Directors Report and it forms the part of the Report

13. ACKNOWLEDGEMENTS:

Your Directors are grateful for the co-operation extended by the workers, staff and Executives of the Company, Company''s Bankers, Auditors, Government bodies and customers and most importantly the shareholders for their whole hearted support to the Company and look forward to their continued support in the years to come.

FOR AND ON BEHALF OF THE BOARD, Sd/- Place : Ahmedabad Aslam F. Kagdi Date: 05/08/2011 Chairman

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