Directors Report of Hind Aluminium Industries Ltd.

Mar 31, 2025

The Board of Directors is pleased to present the 38th Annual
Report of the Company for the financial year ended 31st March,
2025.

FINANCIAL RESULTS:

The Company’s financial performance for the year ended 31st
March, 2025 is summarized below:

('' in Lakhs )

	Standalone		Consolidated
Particulars	For the year ended March 31,		For the year ended March 31,
	2025	2024	2025	2024
Total Revenue	1020.25	2836.17	594.44	1305.35
Profit/(Loss) Before Tax	460.23	853.47	34.40	590.03
Less: Tax Expenses	260.26	(73.38)	260.38	(73.38)
Profit/(Loss) After Tax	199.97	926.85	(225.98)	663.41
Share of Profit/(Loss) of Associate Company		-	969.40	935.12
Profit/(Loss) for the Year	199.97	926.85	743.42	1598.53
Other Comprehensive Income / (Loss)	0.97	5.32	0.97	5.32
Total Comprehensive Income for the period (Comprising Profit (Loss) and Other Comprehensive Income for the period)	200.94	932.17	744.39	1603.85

COMPANY’S PERFORMANCE

During the financial year 2024-25 total revenue of the Company
on standalone basis is Rs. 1020.25 Lakh and on consolidated
basis is Rs. 594.44 Lakh. The net Profit/Loss for the year on
standalone basis is Rs. 199.97 Lakh and on consolidated basis
is Rs 743.42 Lakh. There is no material change in the nature of
business of the company.

DIVIDEND

Considering the financial position of the company, the Board of
Directors have not recommended any dividend for the financial
year 2024-25.

TRANSFER TO RESERVE

The Company has not transferred any amount to the reserves
during the current financial year.

TURNKEY PROJECT BUSINESS

The company has won a contract for making a 132 kw Electrical
sub-station. This is work in progress. The value of the project
is Rs. 15.26 Crs. In the year 2024-25 Rs. 2.30 Crs of work was
executed. The balance work is expected to be executed in the
financial year 2025-26. Based on this experience, the company
will decide its future course in this line of work.

POWER GENERATION

The Company owns Wind Turbine Generators (WTG) & Solar

Power Plants with total power generation capacity of 2.52 Mega
Watts contributed Rs. 112.14 Lakh in the total revenue of the
Company as compared to Rs. 114.73 Lakh in the previous year.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to the applicable provisions of the Companies Act,
2013, read with the IEPF Authority (Accounting, Audit, Transfer
and Refund) Rules, 2016 (“the IEPF Rules”), all unpaid or
unclaimed dividends are required to be transferred by the
Company to the IEPF established by the Government of India,
after the completion of seven years. Further, according to the
IEPF Rules, the shares on which dividend has not been paid
or claimed by the shareholders for seven consecutive years
or more shall also be transferred to the demat account of the
IEPF Authority. During the year, the Company has transferred
total unclaimed and unpaid Final dividend of Rs. 1,61,974/-
for the F.Y. 2016-2017 to IEPF Authority. Further 11,186
corresponding shares on which dividend were unclaimed for
seven consecutive years were transferred to IEPF Authority as
per the requirements of the IEPF Rules.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the provisions of the Act (hereinafter
referred to as “the Act”), Regulation 33 of the Securities and
Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (hereinafter referred to as
“Listing Regulations”) and applicable Accounting Standards,
the Audited Consolidated Financial Statements of the Company
for the financial year 2024-25 together with the Auditor’s Report
forms part of this Annual Report.

SUBSIDIARY AND JOINT VENTURE COMPANIES

The Company has one subsidiary viz Hind Power Products
Private Limited and one joint venture Company viz Associated
Industries Limited SFZ as on March 31, 2025.

A separate statement containing the salient features of
financial statements of the subsidiary and Joint Venture of the
company in prescribed Form AOC-1 form a part of consolidated
financial statements in compliance with Section 129(3) and
other applicable provisions, if any, of the Companies Act, 2013
read with Rule 5 of the Companies (Accounts) Rules, 2014.

The Company has formulated a policy for determining Material
Subsidiaries. The Policy may be accessed at: https://www.
investors.hindaluminiumindustries.in

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134 of the Act (including any statutory
modification(s) or re-enactment(s) thereof for the time being in
force), the Directors of the Company state that:

a. in the preparation of Annual Accounts, the applicable
accounting standards have been followed along with
proper explanation relating to material departures;

b. the Directors had selected such accounting policies and
applied them consistently and made judgments and
estimates that are reasonable and prudent so as to give a
true and fair view of the state of affairs of the Company as
at 31st March, 2025 and of the profit/loss of the Company
for the said period;

c. the Directors have taken proper and sufficient care of
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
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 & KEY MANAGERIAL PERSONNEL

Appointments / Re-appointments

In accordance with the provisions of the Act and the Articles of
Association of the Company, Shri Shailesh Daga, Director of the
Company is liable to retire by rotation at the ensuing Annual
General Meeting and being eligible has offered himself for
reappointment. Shri Shailesh Daga has vast experience of over
36 years in Aluminium Industry. He holds 2,50,982 equity shares
in the Company.

Shri. Shailesh Daga (DIN: 00074225) reappointed as a Managing
Director of the Company for a term of 3 (Three) years w.e.f.
June 01, 2024 and categorized as a Director liable to retire by
rotation.

Shri Ambarish Daga (DIN: 00897867) has appointed as a Non¬
Executive Independent Director of the Company w.e.f. May 30,
2024 and Shri Sudhir Goel (DIN: 00074455) (Shri Navinchandra
Shah (DIN: 01193927) & Shri Sundeep Mohta (DIN: 00426001)
has resigned w.e.f. May 30, 2024).

Key Managerial Personnel

Pursuant to the provisions of Section 203 of the Act, the Key
Managerial Personnel of the Company as on March 31, 2025 are
Shri Shailesh Daga, Managing Director, Shri Mahendra Kumar
Jain, Chief Financial Officer, Ms. Ankita Vishwakarma, Company
Secretary (Appointed w.e.f. May 31, 2024), CS Sakshi Sharma
resigned w.e.f. May 30, 2024.

Except the aforesaid director, no directors or key managerial
personnel were appointed or have resigned during the year.

DECLARATION BY THE INDEPENDENT DIRECTORS

The Company has received declarations from all the
Independent Directors confirming that they meet the criteria
of independence as prescribed under the provisions of the Act,
read with the Schedules and Rules issued thereunder, as well
as clause (b) of sub-regulation (1) of Regulation 16 of Listing
Regulations (including any statutory modification(s) or re-
enactment(s) thereof for the time being in force). In terms of
Regulation 25(8) of the Listing Regulations, the Independent
Directors have confirmed that they are not aware of any
circumstance or situation, which exist or may be reasonably
anticipated, that could impair or impact their ability to
discharge their duties.

MEETINGS OF THE BOARD

Total Nine meetings of the Board of Directors were held during
the financial year 2024-25. For details of meetings of the board
please refer to the corporate governance report, which forms
part of this Annual Report.

BOARD EVALUATION

The Board of Directors has carried out an annual evaluation
of its own performance, board committees, and individual
directors pursuant to the provisions of the Act and the
corporate governance requirements as prescribed by the
Listing Regulations.

The performance of the board was evaluated by the board after
seeking inputs from all the directors on the basis of criteria such
as the board composition and structure, effectiveness of board
processes, information and functioning, etc. as provided by the
Guidance Note on Board Evaluation issued by the Securities
and Exchange Board of India on January 5, 2017.

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

The Board and the Nomination and Remuneration Committee
reviewed the performance of individual director on the basis of
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 a separate meeting of independent directors, performance
of non-independent director and the board as a whole 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 director was also discussed.
Performance evaluation of independent directors was done
by the entire board, excluding the independent director being
evaluated.

CORPORATE GOVERNANCE REPORT

In compliance with Regulation 34 of the Listing Regulations,
a separate report on Corporate Governance along with a
certificate from the Practising Company Secretary on its
compliance forms an integral part of this Annual Report.

POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERA¬
TION AND OTHER DETAILS

The Company’s policy on directors’ appointment and
remuneration and other matter provided in Section 178(3) of
the Act has been disclosed in the corporate governance report,
which forms part of directors’ report.

INTERNAL FINANCIAL CONTROLS

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

RISK MANAGEMENT POLICY

The development and implementation of risk management
policy has been covered in the management discussion and
analysis, which forms part of this report.

PARTICULARS OF LOANS GIVEN, INVESTMENT MADE, GUAR¬
ANTEES GIVEN AND SECURITIES PROVIDED

The particulars of loans, guarantees and investments have
been disclosed in the financial statements of the Company.

VIGIL MECHANISM

The Company has established a robust Vigil Mechanism and
a Whistle-blower policy in accordance with provisions of the
Act and Listing Regulations and no personnel has been denied
access to the audit committee. The Vigil Mechanism and whistle¬
blower policy is put on the Company’s website and can be
accessed at: https://www.investors.hindaluminiumindustries.
in

CONTRACTS AND ARRANGEMENT WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the
Company during the financial year with related parties were in
the ordinary course of business and on arm’s length basis.

There were no materially significant related party transactions
as per the Regulation 23 of the Listing regulations, that may
have potential conflict with interest of the Company at large.

The Company draws attention of the members to Note no. 33 to
the Standalone Financial Statement which set out related party
transactions as per Ind AS 24. As there were no transactions
with related parties pursuant to section 134(3)(h) of the Act
read with Rule 8(2) of the Companies (Accounts) Rules, 2014,
Nil details are given in Annexure -II in Form AOC-2 and the same
forms part of this report.

ANNUAL RETURN

The Annual Return for financial year 2024-25 as per provisions
of the Act and Rules thereto, is available on the Company’s
website at https://www.investors.hindaluminiumindustries.in

AUDIT COMMITTEE

The Audit Committee was reconstituted on 30th May, 2024 and
it comprises members namely CA. Ambarish Daga (Chairman),
Mrs. Kiran Mundhra (Member) and Shri Lalit Kumar Daga
(Member).

All the members of the Audit Committee are financially literate
and have experience in financial management.

During the year, all the recommendations made by the Audit
Committee were accepted by the Board.

PARTICULARS OF EMPLOYEES

The information required under Section 197 of the Act read with
Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 (including any statutory modification(s)
or re-enactment(s) thereof for the time being in force) in
respect of Directors/employees of the Company is set out in the
Annexure III of this report.

AUDITORS AND AUDITORS’ REPORT
Statutory Auditor:

Karnavat & Company, Chartered Accountants were appointed
as Auditors of the Company, for a term of 5 (five) consecutive
years, from the conclusion of the 36th Annual General Meeting
held on September 06, 2023 till the conclusion of the 41st
Annual General Meeting of the Company, to be held in the
Calendar year 2028. They have confirmed that they are not
disqualified from continuing as Auditors of the Company.

The Auditors’ Report for the financial year ended 31st March,
2025 on the financial statements of the Company is a part of
this Annual Report. The Independent Audit Report does not
contain any qualification, reservation or adverse remark.

Secretarial Auditor:

The Secretarial Audit Report relating to Secretarial Audit
conducted by M/s Arun Dash & Associates, Company Secretaries,
for the financial year ended March 31, 2025 under the Act read
with Rules made thereunder is set out in the Annexure V to
this report. The Secretarial Audit Report does not contain any
qualification, reservation or adverse remark.

DISCLOSURE REQUIREMENTS

Disclosure requirements as per SEBI Listing Regulations, the
Corporate Governance Report with the Practicing Company
Secretary’s Certificate thereon, and the Management
Discussion and Analysis are attached, which form part of this
report.

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

The particulars relating to conservation of energy, technology
absorption, foreign exchange earnings and outgo, as required
to be disclosed under the Act, are provided in Annexure IV to
this Report.

OTHER DISCLOSURES

¦ Material changes and commitments, if any, affecting the
financial position of the company which have occurred
between the end of the financial year of the company to
which the financial statements relate and the date of the
report; NIL

¦ Your Company has not issued any shares with differential
voting rights.

¦ There was no revision in the financial statements.

¦ Your Company has not issued any sweat equity shares.

¦ There is no change in the nature of business.

¦ During the year under review, your Company has not
accepted any fixed deposits from the public falling under
Section 73 of the Act read with the Companies (Acceptance
of Deposits) Rules, 2014. Thus, as on March 31, 2025, there
were no deposits which were unpaid or unclaimed and
due for repayment.

¦ There are no significant and material orders passed by
the regulators or courts or tribunals impacting the going
concern status and company’s operations in future.

¦ There were no frauds reported by the Auditors u/s 143(12)
of the Act.

¦ As per the requirement of the Sexual Harassment of
Women at the Workplace (Prevention, Prohibition
and Redressal) Act, 2013, your Company has complied
with provisions relating to the constitution of Internal
Complaints Committee. There were no complaints
received during the year under review.

¦ The Company’s overall turnover as well as turnover from
individual product did not fall under the prescribed limits
mentioned under Section 148 of the Act read with Rule 3
of the Companies (Cost Records and Audit) Rules, 2014,
hence the provisions of maintenance of Cost Records and
Audit were not applicable to the Company during the
FY 2024-25.

¦ Details of application made or any proceeding pending
under the Insolvency and Bankruptcy Code, 2016 during
the year along with their status as at the end of the
financial year - Not Applicable

¦ Details of difference between amount of the valuation
done at the time of one-time settlement and the
valuation done while taking loan from the Banks or
Financial Institutions along with the reasons thereof - Not
Applicable

¦ The company does not fall under the criteria mentioned
under Section 135 (1) of the Act pertaining to applicability
of Corporate Social Responsibility.

¦ In accordance with the requirement of Regulation 34(3)
and Schedule V Part F of Listing Regulations, no share of
the company is in demat/unclaimed suspense account.

ACKNOWLEDGEMENT

The Board of Directors sincerely convey their gratitude and
place on record their appreciation for all the employees at
all levels for their hard work, solidarity, cooperation and
dedication during the year.

Further, the Board sincerely conveys its appreciation for its
customers, shareholders, suppliers as well as vendors, bankers,
business associates, regulatory and government authorities for
their continued support.

For and on behalf of the Board

Lalit Kumar Daga
Chairman

Place: Mumbai
Date: 21.05.2025

---

Mar 31, 2024

The Board of Directors is pleased to present the 37th Annual Report of the Company for the financial year ended 31st March, 2024.

FINANCIAL RESULTS:

The Company’s financial performance for the year ended 31st March, 2024 is summarized below:

('' in Lakhs )

Particulars	Standalone		Consolidated
	For the year ended March 31,		For the year ended March 31,
	2024	2023	2024	2023
Total Revenue	2836.17	1538.46	1305.35	1613.46
Profit/(Loss) Before Tax	853.47	(493.24)	590.03	(473.20)
Less : Tax Expenses	(73.38)	11.48	(73.38)	(47.16)
Profit/(Loss) After Tax	926.85	(504.72)	663.41	(426.04)
Share of Profit/(Loss) of Associate Company	-	-	935.12	945.85
Profit/(Loss) for the Year	926.85	(504.72)	1598.53	519.81
Other Comprehensive Income / (Loss)	5.32	1.05	5.32	1.05
Total Comprehensive Income for the period (Comprising Profit (Loss) and Other Comprehensive Income for the period)	932.17	(503.67)	1603.85	520.86

COMPANY’S PERFORMANCE

During the financial year 2023-24 total revenue of the Company on standalone basis is Rs. 2836.17 Lakh and on consolidated basis is Rs. 1305.35 Lakh. The Profit/(Loss) after tax on standalone basis is Rs. 926.85 Lakh and on consolidated basis is Rs. 1598.53 Lakh. There is no material change in the nature of business of the company.

DIVIDEND

Considering the financial position of the company, the Board of Directors have not recommended any dividend for the financial year 2023-24.

TRANSFER TO RESERVE

The Company has not transferred any amount to the reserves during the current financial year.

ALUMINIUM DIVISION

During the financial year 2023-24 Aluminium Division of the Company was sold.

MINING BUSINESS

During the year Mining Division of the Company has not carried out any activity.

POWER GENERATION

The Company’ has Wind Turbine Generator (WTG) & Solar Power Plants with total power generation capacity of 2.75 Mega Watts contributed Rs. 114.73 Lakh in the total revenue of the Company as compared to Rs. 176.42 Lakh in the previous year.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to the applicable provisions of the Companies Act, 2013, read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (“the IEPF Rules”), all unpaid or unclaimed dividends are required to be transferred by the Company to the IEPF established by the Government of India, after the completion of seven years. Further, according to the IEPF Rules, the shares on which dividend has not been paid or claimed by the shareholders for seven consecutive years or more shall also be transferred to the demat account of the IEPF Authority. During the year, the Company has transferred total unclaimed and unpaid Final dividend of Rs. 1,48,031/- for the F.Y. 2015-2016 to IEPF Authority. Further 6510 corresponding shares on which dividend were unclaimed for seven consecutive years were transferred to IEPF Authority as per the requirements of the IEPF Rules.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the provisions of the Act (hereinafter referred to as “the Act”), Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as “Listing Regulations”) and applicable Accounting Standards, the Audited Consolidated Financial Statements of the Company for the financial year 2023-24 together with the Auditor’s Report forms part of this Annual Report.

SUBSIDIARY AND JOINT VENTURE COMPANIES

The Company has one subsidiary viz Hind Power Products Private Limited and one joint venture Company viz Associated Industries Limited (SFZ) LLC as on March 31, 2024. During the FY 2023-24 Hind Aluminium Industries (Kenya) Limited ceased to be subsidiary of the Company.

A separate statement containing the salient features of financial statements of the subsidiary of the company in prescribed Form AOC-1 form a part of consolidated financial statements in compliance with Section 129(3) and other applicable provisions, if any, of the Companies Act, 2013 read with Rule 5 of the Companies Accounts) Rules, 2014.

The Company has formulated a policy for determining Material Subsidiaries. The Policy may be accessed at:https://www. associatedgroup-investors.com.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134 of the Act (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), the Directors of the Company state that:

a. in the preparation of Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

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

c. the Directors have taken proper and sufficient care of 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 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 & KEY MANAGERIAL PERSONNEL

Appointments / Re-appointments

In accordance with the provisions of the Act and the Articles of Association of the Company, Shri Lalit Kumar Daga, Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting and being eligible has offered himself for reappointment. Shri Lalit Kumar Daga has vast experience of over 58 years in Aluminium Industries. He holds 5,95,616 equity shares in the Company & also hold directorship in another Listed Company viz. Nirav Commercials Limited.

Shri. Shailesh Daga (DIN: 00074225) reappointed as a Managing Director of the Company for a term of 3 (Three) years w.e.f. June 01, 2024 and Shri Ambarish Daga (DIN: 00897867) has appointed as an Additional (Non-Executive Independent) Director of the Company w.e.f. May 30, 2024 subject to shareholder’s approval at the ensuing Annual General Meeting. Shri Navinchandra Shah (DIN: 01193927), Shri Sudhir Goel (DIN: 00074455) and Shri Sundeep Mohta (DIN: 00426001) has resigned w.e.f. May 30, 2024 from the Board of the Company.

Key Managerial Personnel

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on March 31, 2024 are Shri Shailesh Daga, Managing Director, Shri Mahendra Kumar Jain, Chief Financial Officer , Ms. Ankita Vishwakarma as a Company Secretary (appointed w.e.f. May 31, 2024) and Mrs. Sakshi Sharma, Company Secretary (resigned w.e.f. 30.05.2024).

Except the aforesaid director, no directors or key managerial personnel were appointed or have resigned during the year.

DECLARATION BY THE INDEPENDENT DIRECTORS

The Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under the provisions of the Act, read with the Schedules and Rules issued thereunder, as well as clause (b) of sub-regulation (1) of Regulation 16 of Listing

Regulations (including any statutory modification(s) or reenactments) thereof for the time being in force). In terms of Regulation 25(8) of the Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties.

MEETINGS OF THE BOARD

Total Four meetings of the Board of Directors were held during the financial year 2023-24. For details of meetings of the board please refer to the corporate governance report, which forms part of this Annual Report.

BOARD EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance, board committees, and individual directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by the Listing Regulations.

The performance of the board was evaluated by the board after seeking inputs from all the directors on the basis of criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc. as provided by the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017.

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

The Board and the Nomination and Remuneration Committee reviewed the performance of individual director on the basis of 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 a separate meeting of independent directors, performance of non-independent director and the board as a whole 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 director was also discussed. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

CORPORATE GOVERNANCE REPORT

In compliance with Regulation 34 of the Listing Regulations, a separate report on Corporate Governance along with a certificate from the Practising Company Secretary on its compliance forms an integral part of this Annual Report.

POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION AND OTHER DETAILS

The Company’s policy on directors’ appointment and remuneration and other matter provided in Section 178(3) of the Act has been disclosed in the corporate governance report, which forms part of directors’ report.

INTERNAL FINANCIAL CONTROLS

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

RISK MANAGEMENT POLICY

The development and implementation of risk management policy has been covered in the management discussion and analysis, which forms part of this report.

PARTICULARS OF LOANS GIVEN, INVESTMENT MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED

The particulars of loans, guarantees and investments have been disclosed in the financial statements of the Company.

VIGIL MECHANISM

The Company has established a robust Vigil Mechanism and a Whistle-blower policy in accordance with provisions of the Act and Listing Regulations and no personnel has been denied access to the audit committee. The Vigil Mechanism and whistle-blower policy is put on the Company’s website and can be accessed at:https://www.associatedgroup-investors.com.

CONTRACTS AND ARRANGEMENT WITH RELATED PARTIES

All contracts/arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on arm’s length basis.

There were no materially significant related party transactions as per the Regulation 23 of the Listing regulations, that may have potential conflict with interest of the Company at large.

Your Directors draw attention of the members to Note no. 37 to the Standalone Financial Statement which set out related party transactions as per Ind As 24. As there were no transactions with related parties pursuant to section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014, Nil details are given in Annexure -II in Form AOC-2 and the same forms part of this report.

ANNUAL RETURN

The Annual Return for financial year 2023-24 as per provisions of the Act and Rules thereto, is available on the Company’s website at https://www.associatedgroup-investors.com

AUDIT COMMITTEE

The Audit Committee was reconstituted on 30th May, 2024 and it comprises members namely CA. Ambarish Daga (Chairman), Shri Kiran Mundhra (Member) and Shri Lalit Kumar Daga (Member).

All the members of the Audit Committee are financially literate and have experience in financial management.

During the year, all the recommendations made by the Audit Committee were accepted by the Board.

PARTICULARS OF EMPLOYEES

The information required under Section 197 of the Act read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) in

respect of Directors/employees of the Company is set out in the Annexure III of this report.

AUDITORS AND AUDITORS’ REPORT

Statutory Auditor:

M/s. Karnavat & Company, Chartered Accountants were appointed as Auditors of the Company, for a term of 5 (five) consecutive years, from the conclusion of the 36th Annual General Meeting held on September 06, 2023 till the conclusion of the 41st Annual General Meeting of the Company, to be held in the Calendar year 2028. They have confirmed that they are not disqualified from continuing as Auditors of the Company.

The Auditors’ Report for the financial year ended 31st March, 2024 on the financial statements of the Company is a part of this Annual Report. The Independent Audit Report does not contain any qualification, reservation or adverse remark.

Secretarial Auditor:

The Secretarial Audit Report relating to Secretarial Audit conducted by M/s Arun Dash & Associates, Company Secretaries, for the financial year ended March 31, 2024 under the Act read with Rules made thereunder is set out in the Annexure V to this report.

DISCLOSURE REQUIREMENTS

Disclosure requirements as per SEBI Listing Regulations, the Corporate Governance Report with the Practising Company Secretary’s Certificate thereon, and the Management Discussion and Analysis are attached, which form part of this report.

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

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under the Act, are provided in Annexure IV to this Report.

OTHER DISCLOSURES

¦ During the year Company has exited with all respect from its Silvassa factory as well as subsidiary at Kenya. Material changes and commitments, if any, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report; NIL

¦ Your Company has not issued any shares with differential voting rights.

¦ There was no revision in the financial statements.

¦ Your Company has not issued any sweat equity shares.

¦ There is no change in the nature of business.

¦ During the year under review, your Company has not accepted any fixed deposits from the public falling under Section 73 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014. Thus, as on March 31, 2024, there were no deposits which were unpaid or unclaimed and due for repayment.

¦ There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company’s operations in future.

¦ There were no frauds reported by the Auditors u/s 143(12) of the Act.

¦ As per the requirement of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013, your Company has complied with provisions relating to the constitution of Internal Complaints Committee. There were no complaints received during the year under review.

¦ The Company’s overall turnover as well as turnover from individual product did not fall under the prescribed limits mentioned under Section 148 of the Act read with Rule 3 of the Companies (Cost Records and Audit) Rules, 2014, hence the provisions of maintenance of Cost Records and Audit were not applicable to the Company during the FY 23-24.

¦ Details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year along with their status as at the end of the financial year - Not Applicable

¦ Details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof - Not Applicable

¦ The company does not fall under the criteria mentioned under Section 135 (1) of the Act pertaining to applicability of Corporate Social Responsibility.

¦ In accordance with the requirement of Regulation 34(3) and Schedule V Part F of Listing Regulations, no share of the company is in demat/unclaimed suspense account.

ACKNOWLEDGEMENT

The Board of Directors sincerely convey their gratitude and place on record their appreciation for all the employees at all levels for their hard work, solidarity, cooperation and dedication during the year.

Further, the Board sincerely conveys its appreciation for its customers, shareholders, suppliers as well as vendors, bankers, business associates, regulatory and government authorities for their continued support.

For and on behalf of the Board

Lalit Kumar Daga Chairman

Place: Mumbai Date: 04.07.2024

---

Mar 31, 2018

Dear Shareholders,

The Directors have pleasure in presenting the 31^st Annual Report together with Audited Balance Sheet and Profit & Loss Account for the year ended 31^st March, 2018. The highlights of the financial results are as under:

FINANCIAL RESULTS: (Rs. in crore)

Particulars	Standalone		Consolidated
	For the year ended March 31,		For the year ended March 31,
	2018	2017	2018	2017
Total Revenue	663.66	499.37	710.04	499.37
Profit Before Tax	11.01	8.56	12.63	8.50
Less : Tax Expenses	3.14	2.09	4.30	2.1
Profit After Tax	7.87	6.47	8.33	6.40
Share of Profit of Associates /Joint Venture	-	-	0.43	(1.10)
Profit for the Year	7.87	6.47	8.76	5.30
Add: Balance in profit and loss account (Adjusted)	71.01	65.97	69.86	65.98
Less: Other Comprehensive Income	-	0.22	0.12	0.25
Sub Total	78.88	72.22	78.50	71.03
Less: Appropriation:
Dividend	1.01	1.01	1.01	1.01
Tax on Dividend	0.20	0.20	0.20	0.20
Minority Interest	-	-	0.12	(0.04)
Prior year adjustment	-	-	(0.07)	-
Closing balance in Retained Earnings	77.67	71.01	77.24	69.86

DIVIDEND

Your Directors are pleased to recommend a Dividend of Rs.1.60 per equity share i.e 16 % (Previous Year Rs.1.60 per equity share i.e. 16 %) per equity share of Rs.10 each fully paid up which will be paid in line with the applicable rules after your approval at the ensuing Annual General Meeting.

TRANSFER TO RESERVE

The Company proposes to transfer Rs.0.25 Crore to the General Reserve (p.y. Rs.0.25 Crores). An amount of Rs.77.24 Crores is proposed to be retained on the Retained Earnings (p.y. Rs.69.86 Crores).

COMPANY’S PERFORMANCE

During the year 2017-2018 total revenue of the Company on standalone basis is Rs.663.66 crores as compared to Rs.499.37 crores in the previous year and on consolidated basis is Rs.710.04 crores as compared to Rs.499.37 crores in the previous year. The Profit after tax on standalone basis is Rs.7.87 Crores as compared to Rs.6.47 crores in the previous year and on consolidated basis is Rs.8.76 Crores as compared to Rs.5.30 crores in the previous year. There is no material change in the nature of business of the company.

WIRE RODS & CONDUCTORS

During the year 2017-2018 Aluminium Division of the Company has contributed total Rs.702.31 Crores as compared to Rs.494.86 Crores in the previous year in the total revenue of the Company.

MINING BUSINESS

During the year Mining Division of the Company has not carried out any activity.

POWER GENERATION

Your Company has two Wind Turbine Generators (WTG) of total 2.75 Mega Watts Viz. (1) 1.25 Mega Watts, at Nandurbar - Maharashtra (2)1.50 Mega Watts, located at Sangli-Maharashtra.

Your Company also has four solar power plants of total 1.43 Mega Watts,viz. (1) 100 KWP at Pune-Maharashtra (2) 522 KWP at Bangluru -Karnataka (3) 403 KWP at Rewari- Haryana & (4) 403 KWP at Alwar-Rajasthan.

During the year the power segment of the company has contributed Rs.3.25 crores in the total revenue of the Company as compared to Rs.3.32 crores in the previous year.

CONSOLIDATED FINANCIAL STATEMENTS

As per Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as “Listing Regulations”) and applicable provisions of Companies Act, 2013 read with the Rules issued thereunder, the Consolidated Financial Statements of the Company for the Financial year 2017-18 have been prepared in compliance with applicable Accounting Standards and on the basis of audited financial statement of the company and its subsidiary company as approved by the respective Board of Directors.

The Consolidated Financial Statements together with the Auditors’ Report form part of this Annual Report.

SUBSIDIARY AND JOINT VENTURE COMPANIES

The Company has two subsidiaries & one Joint Venture Company as on March 31, 2018.There is no activity carried out during the year in subsidiary named Hind Power Products Pvt. Ltd. There has been no material change in the nature of the business of the subsidiaries & Joint Venture Companies.

A separate statement containing the salient features of financial statements of all subsidiaries of the company in prescribed Form AOC-1 forms a part of consolidated financial statements in compliance with Section 129(3) and other applicable provisions, if any of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014.

The Company has formulated a Policy for determining Material Subsidiaries. The Policy may be accessed at: www.associatedgroup.com/hail/investors.htm.

Pursuant to the requirement under Section 134(5) of Companies Act 2013, with respect to Directors’ responsibility statement, it is hereby confirmed that:

a. in the preparation of Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b. the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2018 and of the profit of the Company for the said period;

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

d. the Directors 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 & KEY MANAGERIAL PERSONNEL

In accordance with the provisions of the Act and the Articles of Association of the Company, Shri Lalit Kumar Daga, Chariman/ Director of the Company is liable to retire by rotation at the ensuing AGM and being eligible has offered himself for reappointment. Shri Lalit Kumar Daga is a Commerce Graduate from the University of Kolkata. He has vast experience of over 52 years in Aluminium Industries. He holds 5,95,616 equity shares in the Company & also hold directorship in another Listed Company viz. Nirav Commercials Ltd.

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on March 31, 2018 are: Shri Shailesh Daga, Managing Director, Shri Sudhir Goel, Whole-Time Director, Shri Mahendra Kumar Jain, Chief Financial Officer and Ms. Sakshi Sharma, Company Secretary.

DECLARATION BY THE INDEPENDENT DIRECTORS

The Company has received declarations from all the Independent Directors of the Company confirming that they continue to meet the criteria of independence, as prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Independent Directors have confirmed that they have complied with the Company’s code of conduct.

Four meetings of the Board of Directors were held during the year. For details of meetings of the board please refer to the corporate governance report, which forms part of directors’ report.

BOARD EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance, board committees, and individual directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015 (‘SEBI Listing Regulations’).

The performance of the board was evaluated by the board after seeking inputs from all the directors on the basis of criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc. as provided by the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017.

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

The Board and the Nomination and Remuneration Committee reviewed the performance of individual director on the basis of 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 a separate meeting of independent director, performance of non-independent director and the board as a whole 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 director, at which the performance of the board, its committees, and individual director was also discussed. Performance evaluation of independent director was done by the entire board, excluding the independent director being evaluated.

POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION AND OTHER DETAILS

The Company’s policy on directors’ appointment and remuneration and other matter provided in Section 178(3) of the Act has been disclosed in the corporate governance report, which forms part of directors’ report.

INTERNAL FINANCIAL CONTROLS

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

AUDITORS

The present auditors M/s Motilal & Associates (Firm Reg.No. 106584W) has given their unwillingness for their appointment as Statutory Auditors of the Company in the ensuing 31st Annual General meeting, due to their pre-occupation.

On the recommendation of the Audit Committee, the Board of Directors have proposed to appoint M/s. Karnavat & Company (Firm Reg.No. 104863W), Chartered Accountants as the statutory auditors of the Company for a period of five years from the conclusion of the ensuing Annual General Meeting.

RISK MANAGEMENT POLICY

The development and implementation of risk management policy has been covered in the management discussion and analysis, which forms part of this report.

PARTICULARS OF LOANS GIVEN, INVESTMENT MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED

The particulars of loans, guarantees and investments have been disclosed in the financial statements of the Company.

CONTRACTS AND ARRANGEMENT WITH RELATED PARTIES

All contracts/arrangements/transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on arm’s length basis.

Your Directors draw attention of the members to Note no.34 of the financial statement which set out related party transactions. Information on transactions with related parties pursuant to section 134(3)(h) of the Act read with rule 8(2) of the Companies(Accounts) Rules, 2014 are given in Annexure -II in Form AOC-2 and the same forms part of this report.

AUDIT COMMITTEE

The composition of the Audit Committee is in alignment with provisions of Section 177 of the Companies Act, 2013 read with the Rules issued thereunder and Regulation 18 of the Listing Regulations. The members of the Audit Committee are financially literate and have experience in financial management.

The Audit Committee comprises of Shri Navinchandra Shah, Shri Sundeep Mohta and Shri Sudhir Goel.

All the recommendations made by the Audit Committee were accepted by the Board of Directors of the Company.

CORPORATE SOCIAL RESPONSIBILITY

The brief outline of the Corporate Social Responsibility (CSR) policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in Annexure III of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. For other details regarding the CSR Committee, please refer to the corporate governance report, which forms part of this report.

VIGIL MECHANISM

The Company has established a robust Vigil Mechanism and a Whistle-blower policy in accordance with provisions of the Act and Listing Regulations. The Vigil Mechanism and whistleblower policy is put on the Company’s website and can be accessed at : www.associatedgroup.com/hail/investors.htm.

EXTRACT OF ANNUAL RETURN

Extract of Annual Return of the Company is annexed herewith as Annexure IV to this Report.

PARTICULARS OF EMPLOYEES

The information required under Section 197 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) in respect of Directors/employees of the Company is set out in the Annexure V of this report.

SECRETARIAL AUDITORS’ REPORT

The Secretarial Audit Report for the financial year ended March 31, 2018 relating to Secretarial Audit conducted by M/s Arun Dash & Associates, Company Secretaries is annexed herewith marked as Annexure VI to this report.

DISCLOSURE REQUIREMENTS

Disclosure requirements As per SEBI Listing Regulations, the Corporate Governance Report with the Auditors’ Certificate thereon, and the Management Discussion and Analysis are attached, which form part of this report.

DEPOSITS FROM PUBLIC

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

MATERIAL ORDERS

There was no significant and material orders passed by any regulators or courts or tribunals impacting the going concern status and company’s operations in future.

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

Energy conservation continues to be an area of focus for the company. Initiatives to integrate energy efficiency into overall operations are undertaken through design considerations and operational practices. The key initiatives towards conservation of energy were:

a. improved monitoring of energy consumption through smart metering and integration with building management systems;

b. setting internal targets for energy performance improvement and institution of rigorous operational controls toward achieving these targets;

c. The Company is evaluating utilizing Wind & Solar energy as an alternate source of energy.

d. The Company has invested on energy conservation equipment.

TECHNOLOGY ABSORPTION, ADAPTION AND INNOVATION:

The Company continues to use the latest technologies for improving the productivity and quality of its services and products. The Company’s operations do not require significant import of technology.

RESEARCH AND DEVELOPMENT (R&D):

The Company is actively engaged in product upgradation, design, development and new product development. Since the expenditure incurred on research and development activities were not substantial, no separate account for the same was being maintained.

FOREIGN EXCHANGE EARNING AND OUTGO

The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows:

Foreign Exchange Earnings & Outgo are provided in the Notes forming part of the Accounts.

GENERAL

The Wire Rod as well as Conductor divisions of the Company are ISO 9001:2015 certified and the Company is committed to maintain and improve quality.

Disclosures under Sexual Harassment of Women at Workplace (Prevention, prohibition & redressal) Act, 2013:

The Company has in place the Policy on Prevention of Sexual Harassment at Workplace (POSH) in line with the requirements of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. No Complaint received by the Company under the said Act .

ACKNOWLEDGEMENT

The Board of Directors wish to convey their gratitude and place on record their appreciation for all the employees at all levels for their hard work, solidarity, cooperation and dedication during the year.

Further, the Board sincerely conveys its appreciation for its customers, shareholders, suppliers as well as vendors, bankers, business associates, regulatory and government authorities for their continued support.

For and on behalf of the Board

Lalit Kumar Daga

Chairman

Place: Mumbai

Date: 15th June, 2018

---

Mar 31, 2016

Dear Shareholders,

The Directors have pleasure in presenting the 29th Annual Report together with Audited Balance Sheet and Profit & Loss Account for the year ended 31st March, 2016. The highlights of the financial results are as under:

FINANCIAL RESULTS:

	2015-2016	2014-2015
	(Rs. in Crores)	(Rs. in Crores)
Total Revenue	722.05	444.36
Profit before Tax	13.51	10.01
Less: Tax Expenses	4.50	2.73
Net Profit	9.01	7.28
Add: Balance brought
forward from previous year	49.73	44.14
Less: Adjustment related to
fixed assets	-	(0.30)
Balance available for
Appropriations	58.74	51.12
Appropriations:
Proposed Dividend	1.01	0.95
Corporate tax on dividend	0.20	0.19
Transfer to General Reserve	0.25	0.25
Balance transferred to
Balance Sheet	57.28	49.73
Total	58.74	51.12

DIVIDEND

Your Directors are pleased to recommend a Dividend of Rs.1.60 i.e.16 % (Previous Year Rs.1.50 per equity share i.e. 15 %) per equity share of Rs. 10 each fully paid up which will be paid in line with the applicable rules after your approval at the ensuing Annual General Meeting.

TRANSFER TO RESERVES

The company proposes to transfer Rs.25 Lakhs in to general reserve out of the amount available for appropriation and an amount of Rs. 754.54 Lakhs is proposed to be retained in the profit & loss account.

COMPANYPERFORMANCE

During the year 2015-2016 total revenue of the Company is Rs. 722.05 crores as compared to Rs. 444.36 crores in the previous year. The net profit is Rs. 9.01 crores as compared to Rs. 7.28 crores in the previous year. There is no material change in the nature of business of the company.

WIRE RODS & CONDUCTORS

During the year 2015-2016 Aluminum Division of the Company has contributed total Rs. 717.29 crores as compared to Rs. 439.00 Crores in the previous year in the total revenue of the Company.

MINING BUSINESS

During the year Mining Division of the Company has not carried out any activity.

POWER GENERATION

Your Company have two Wind Turbine Generators (WTG) of total 2.75 Mega Watts viz. (1) 1.25 Mega Watts, at Nandurbar - Maharashtra (2)1.50 Mega Watts at Sangli-Maharashtra.

Your Company also have four Solar Power plants of total 1.43 Mega Watts,viz. (1) 100 KWP at Pune- Maharashtra

(2) 522 KWP at Bangluru -Karnataka (3) 403 KWP at Rewari- Haryana & (4) 403 KWP at Alwar-Rajashthan. During the year the power segment of the company has contributed Rs. 2.48 crores in the total revenue of the Company as compared to Rs. 2.45 crores in the previous year.

SUBSIDIARY AND JOINT VENTURE COMPANIES

\ The Company has two subsidiaries & one Joint Venture

Companies as on March 31, 2016. There are no activity carried out during the year in subsidiaries, while Joint Venture Company is yet to start its commercial productions. There has been no material change in the nature of the business of the subsidiaries & Joint Venture Companies.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(5) of Companies Act 2013, with respect to Directors'' responsibility statement, it is hereby confirmed that:

a. in the preparation of Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b. the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2016 and of the profit of the Company for the said period;

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

d. the directors 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.

DIRECTOR & KEY MANAGERIAL PERSONNEL

Pursuant to the provisions of section 149 of the Companies Act,2013, Shri Navin Shah, Shri Sundeep Mohta and Shri Narayan Das Mundhra were appointed as independent directors at the AGM of the Company held on August 28, 2014 & Mrs Renu Somani was appointed as independent director at the AGM of the Company held on August 27, 2015. 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. In accordance with the provisions of the Act and the Articles of Association of the Company, Shri Lalit Kumar Daga, Chairman/Director of the Company, retire by rotation and being eligible have offered himself for re-appointment.

Shri Lalit Kumar Daga is a Commerce Graduate from the University of Kolkata. He has vast experience of over 50 years in Aluminium Industry. He is the Chairman and founder of Hind Aluminium Industries Ltd. He holds 5,59,616 equity shares in the Company & also hold directorship in another Listed Company viz.Nirav Commercials Ltd.

Shri Mahendra Kumar Jain has been appointed as Chief Financial Officer of the Company as per Section 203 of the Companies Act, 2013.

The Board has informed an experience team of senior executive of the company are looking after all companies and SEBI (LODR), 2015 Compliances, however the company is also looking for a qualified company secretary.

MEETING OF THE BOARD

Seven meetings of the Board of Directors were held during the year. For details of the board meetings please refer to the corporate governance report, which forms part of directors'' report.

BOARD EVALUATION

The board of directors has carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements), Regulations 2015.

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.

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. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

POLICY ON DIRECTORS’ APPOINTEMENT AND REMUNERATION AND OTHER DETAILS

The Company''s policy on directors'' appointment and remuneration and other matter provided in Section178(3) of the Act has been disclosed in the corporate governance report, which forms part of directors'' report.

INTERNAL FINANCIAL CONTROLS

The Board of Directors have taken necessary steps for internal financial control and its adequacy during the financial year 2015-16.

AUDITORS

Pursuant to the provisions of Section 139 of the Act and the rules framed there under, M/s. Motilal & Associates (Firm Reg. No. 106584W), Chartered Accountants, were appointed as statutory auditors of the Company from the conclusion of 27th AGM of the company till the conclusion of the 32nd AGM of the Company to be held in the year 2019 subject to ratification of their appointment at every AGM.

AUDITORS’ REPORT & SECRETARIAL AUDITORS’ REPORT

The Board has re-appointed M/s. Arun Dash & Associates, Company Secretaries, to conduct Secretarial Audit of the Company. Secretarial Audit Report for the financial year ended March 31, 2016 is annexed herewith marked as Annexure IV to this Report. An experienced team of senior executives of the company is looking after all company laws and SEBI (LODR), 2015 Compliances, however the company is also looking for a qualified company secretary. An Experienced team of Senior Executives of the Company is looking after Cost accounting related functions of the Company, however the Company is also looking for a suitable qualified Cost Auditors

RISK MANAGEMENT POLICY

The development and implementation of risk . management policy has been covered in the \management discussion and analysis, which forms part of

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED

The particulars of loans, guarantees and investments have been disclosed in the financial statements of the Company.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All contracts/arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on arms length basis.Your Directors draw attention of the members to Note no. 30(A) of the financial statement which set out related party transactions. Information on transactions with related parties pursuant to section 134(3)(h) of the Act read with rule 8(2) of the Companies(Accounts) Rules, 2014 are given in Annexure-I in Form AOC-2 and the same forms part of this report

CORPORATE SOCIAL RESPONSIBILITY

The brief outline of the corporate social responsibility (CSR) policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in Annexure II of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. For other details regarding the CSR Committee, please refer to the corporate governance report, which forms part of this report.

EXTRACT OF ANNUAL RETURN

Extract of Annual Return of the Company is annexed herewith as Annexure III to this Report.

PARTICULARS OF EMPLOYEES

The information required under section 197(12) of the Act read with Rules 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

During the year 2015-2016, the Company has no executive who was in receipt of remuneration exceeding the sum prescribed under aforesaid section / rule.

DEPOSITS FROM PUBLIC

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

MATERIAL ORDERS

There was no significant and material orders passed by any regulators or courts or tribunals impacting the going concern status and company''s operations in future.

ISO 9001:2008

The Wire Rod as well as Conductor divisions of the Company are ISO 9001:2008 certified and the Company is committed to maintain and improve quality.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management''s Discussion and Analysis Report for the year under review, as stipulated under Schedule V of SEBI Listing Regulations,2015 is presented in a separate section forming part of the Annual Report.

CORPORATE GOVERNANCE

A separate report on Corporate Governance is enclosed as a part of this Annual Report. A certificate from the auditors of the Company regarding compliance with the Corporate Governance norms stipulated is annexed to the report on Corporate Governance.

Conservation of energy, technology absorption, foreign exchange earnings and outgo

CONSERVATION OF ENERGY:

Energy conservation continues to be an area of focus for the company. Initiatives to integrate energy efficiency into overall operations are undertaken through design considerations and operational practices. The key initiatives towards conservation of energy were:

a. improved monitoring of energy consumption through smart metering and integration with building management systems;

b. setting internal targets for energy performance improvement and institution of rigorous operational controls toward achieving these targets;

c. The Company is evaluating utilizing Wind & Solar energy as an alternate source of energy.

d. The Company has invested on energy conservation equipment.

TECHNOLOGY ABSORPTION, ADAPTION AND INNOVATION:

The Company continues to use the latest technologies for improving the productivity and quality of its services and products. The Company''s operations do not require significant import of technology.

RESEARCH AND DEVELOPMENT (R&D):

The Company is actively engaged in product up gradation, design, development and new product development. Since the expenditure incurred on research and development activities were not substantial, no separate account for the same was being maintained.

FOREIGN EXCHANGE EARNING AND OUTGO

Your Company has been in constant touch with various customers around the world. We hope that our regular follow-up will result in procuring export orders. Your Company is constantly exploring the possibilities of exporting its products. This is an ongoing process. Export sales can only be increased by developing relationship with prospective buyers. In this connection your Company''s officials may plan to visit some countries to explore possibilities of export sales. The information on the above is given in Notes on Account (Note No.26 to the Accounts).

ACKNOWLEDGEMENT

Your Directors would like to express their sincere appreciation for the assistance and co-operation received from the financial institutions, banks, Government authorities, customers, vendors and members/shareholders during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by Company''s executives, staff and workers.

For and on behalf of the Board

Lalit Kumar Daga

Place: Mumbai. Chairman

Date: 6th June, 2016

---

Mar 31, 2015

Dear Shareholders,

The Directors have pleasure in presenting the 28th Annual Report together with Audited Balance Sheet and Profit & Loss Account for the year ended 31st March, 2015. The highlights of the financial results are as under:

FINANCIAL RESULTS:

2014-2015 2013-2014 (Rs. in Crores) (Rs. in Crores)

Total Revenue 444.36 444.89

Profit before Tax 10.01 7.96

Less: Tax Expenses 2.73 2.10 Net Profit 7.28 5.86

Add: Balance brought

forward from previous year 44.14 39.63

Less: Adjustment related

to fixed assets (0.30) -

Balance available for

Appropriations 51.12 45.49

Appropriations:

Proposed Dividend 0.94 0,94

Corporate tax on dividend 0.19 0.16

Transfer to General Reserve 0.25 0.25

Balance transferred to

Balance Sheet 49.74 44.14

Total 51.12 45.49

REVIEW OF OPERATIONS

During the year 2014-2015 total revenue of the Company is Rs.444.3S crores as compared to Rs.444.89 crores in the previous year. The net profit is Rs.7.28 crores as compared to Rs.5.86 crores in the previous year.

DIVIDEND

Your Directors are pleased to recommend a Dividend of Rs.1.50 per equity share (same as previous year) i.e.15 %, which will be paid in line with the applicable rules after your approval at the ensuing Annual General Meeting.

WIRE RODS & CONDUCTORS

During the year 2014-15 Aluminium Division of the Company has contributed total ^441.45 crores as compared to Rs. 441.77 crores in the previous year in the total revenue of the Company

MINING BUSINESS

During the year Mining Division of the Company has not carried out any activity.

POWER GENERATION

Your Company have two Wind Turbine Generators (WTG), one is of 1.25 Mega Watts Located at District Nandurbar and another is 1.50 Mega Watts located at Sangli, both are in Maharashtra State. During the year both WTG contributed Rs. 2.45 Crores in the total revenue of the Company as Compared to Rs. 2.51 Crores in the previous year.

Your Company also have two Solar Plants, one is of 100 KWP located at Pune and another is 522 KWP, located at Bengaluru. During the year both solar power plants contributed ^39.00 Lacs in the total revenue of the Company.

ISO 9001:2008

The Wire Rod as well as Conductor divisions of the Company are ISO 9001:2008 certified and the Company is committed to maintain and improve quality.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

SUBSIDIARY AND JOINT VENTURE COMPANIES

Details of Subsidiary and Joint Venture Companies has mentioned on page No. 36 of the Annul Report. Your Directors draw attention of the members to see Note No. 10B and 10C (c) of the Financial Statement.

CORPORATE SOCIAL RESPONSIBILITY

The CSR Committee evaluated few proposals and at the time of finalisation suggested to consider some better projects which are under process.

DIRECTORS & KEY MANAGERIAL PERSONNEL

In accordance with the provision of the Act and the Articles of Association of the Company, Shri Sudhir Goel, Director of the Company, retire by rotation at the ensuing Annual General Meeting and the eligible offered himself for re-appointment.

Shri Sudhir Goel is a qualified Chartered Accountant and has over 32 years of experience in the Aluminium Industries. He is a Director of this Company from the date of its incorporation. He is looking after the financial affairs of the Company as a Whole- Time Director. He holds 3000 equity shares in the Company.Pursuant to Section 149(1) and all other applicable provisions of the Companies Act, 2013 and as per Clause 49 of the Listing Agreement with Stock Exchange, a class or class of company as may be prescribed shall have at least one women director. Mrs. Renu Somani was appointed as Additional Independent Director of the Company with effect from 23.03.2015. She is a Bachelor in Arts (B.A) from Chennai University and has over 18 years experience of social sector. The terms & conditions of her appointment as independent director as per schedule iv of the Act. She has submitted a declaration that she meets the criteria of independence as provided in section 149 (6) of the Companies Act, 2013. Shri Mahendra Kumar Jain has been appointed as Chief Financial Officer of the Company as per Section 203 of the Companies Act, 2013. An experienced team of Senior Executive of the Company including a practicing Company Secretary are looking after all Company Law and Listing Agreement related compliances, however the Company is also looking for a qualified Company Secretary.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(5) of Companies Act 2013, with respect to Directors' responsibility statement, it is hereby confirmed that:

a. in the preparation of Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b. the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2015 and of the profit of the Company for the said period;

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

d. the directors 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 ,

In compliance with Clause 49 of the Listing Agreement, a separate report on Corporate Governance along with a certificate from the Auditors on its Compliance forms an integral part of this report.

MEETING OF THE BOARD

Eight meetings of the Board of Directors were held during the year. For further details, please refer page no.18 of this annual report.

POLICY ON DIRECTORS' APPOINTEMENT AND REMUNERATION AND OTHER DETAILS

The Company's policy on directors' appointment and remuneration and other matter provided in Section 178(3) of the Act has been disclosed in the corporate governance report on page no.20, which forms part of directors' report

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All contracts/arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on arms length basis.

Your Directors draw attention of the members to Note no. 29 of the financial statement which set out related party transactions.

INTERNAL FINANCIAL CONTROLS

The Board of Directors have taken necessary steps for internal financial control and its adequacy during the financial year 2014-15.

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED

The particulars of loans, guarantees and investments have been disclosed in the financial statements of the Company.

SECRETARIAL STANDARDS OF ICSI

During the year under review, Secretarial Standard specified by the Institute of Company Secretaries of India (ICSI) from time to time were recommendatory in nature. Your Company however complied with the same.

RISK MANAGEMENT

During the year, your Directors have constituted a Risk Management Committee which has been entrusted with the responsibility to assist the Board in (a) Overseeing and approving the Company's enterprise wide risk management framework; and (b) Overseeing that all the risk that the organisation faces such as strategic, financial, credit, market, liquidity, security, property, legal, regulatory, reputational and other risks have been identified and assessed and there is an adequate risk management infrastructure in place of capable of addressing those risks. However there are no risks which in the opinion of the Board threaten the existence of your Company.

VIGIL MECHANISM

Your Company is committed to highest standard of ethical, moral and legal business conduct. Accordingly, the Board of Directors have formulated a Whistle Blower Policy which is in compliance with the provisions of Section 177(10) of the Companies Act, 2013 and Clause 49 of the Listing Agreement. The policy provide a framework and process whereby concerns can be raised by its employees against any kind of discrimination, harassment, victimization or any other unfair practice being adopted against them. More details on the vigil mechanism and the Whistle Blower Policy of your Company have been outlined in the Corporate Governance Report which forms part of this report.

SECRETARIAL AUDITOR

The Board has appointed M/s Arun Dash & Associates, Company Secretaries, to conduct Secretarial Audit of the Company for the financial year ended March 31,2015 is annexed herewith marked as Annexure II to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

COST AUDITOR

An experienced team of Senior Executives of the Company is looking after cost accounting related functions of the company, however the Company is also looking for a suitable qualified Cost Auditor.

AUDITORS

Pursuant to the provisions of Section 139 of the Act and the rules framed thereunder, M/s. Motilal & Associates (Firm Reg.No. 106584W), Chartered Accountants, were appointed as statutory auditors of the Company from the conclusion of the 27,Bannual general meeting of the company till the conclusion ofthe32na Annual General Meeting of the Company to be held in the calendar year 2019 subject to ratification of their appointment at every Annual General Meeting

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNING AND OUTGO

The information pursuant to Section 134(3) (m) of the Companies Act, 2013 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is annexed to this report.

EXTRACT OF ANNUAL RETURN

Extract of Annual Return of the Company is annexed herewith as Annexure I to this Report,

PARTICULARS OF EMPLOYEES

The information required under section 197(12) of the Act read with Rules 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

During the year 2014-2015, the Company has no executive who was in receipt of remuneration exceeding the sum prescribed under aforesaid section / rule.

ACKNOWLEDGEMENT

Your Directors would like to express their sincere appreciation for the assistance and co-operation received from the financial institutions, banks, Government authorities, customers, vendors and members/Share holders of the company during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by Company's executives, staff and workers.

For and on behalf of the Board

Lalit Kumar Daga Chairman

Date : 30th May, 2015 Place : Mumbai.

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Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the 27th Annual Report together with Audited Balance Sheet and Profit & Loss Account for the year ended 31st March, 2014. The highlights of the financial results are as under:

FINANCIAL RESULTS:

2013-2014 2012-2013 (Rs. in Crores) (Rs.in Crores)

Total Revenue 444.89 437.68

Profit before Tax 7.96 8.70

Less:Tax Expenses 2.10 2.30

Net Profit 5.86 6.40

Add:Balance brought forward from previous year 39.63 34.58

Balance available for Appropriations 45.49 40.98

Appropriations:

Proposed Dividend 0.94 0.94

Corporate tax on dividend 0.16 0.16

Transfer to General Reserve 0.25 0.25

Balance transferred to Balance Sheet 44.14 39.63

Total 45.49 40.98

REVIEW OF OPERATIONS

During the year 2013-2014 total revenue of the Company is Rs.444.89 crores as compared to Rs.437.68 crores in the previous year. The net profit is Rs.5.86 crores as compared to Rs.6.40 crores in the previous year.

DIVIDEND

Your Directors are pleased to recommend a Dividend of Rs.1.50 per equity share (same as previous year) i.e 15%, which will be paid in line with the applicable rules after your approval at the ensuing Annual General Meeting.

WIRE RODS & CONDUCTORS

In the year gone by the Aluminium Division of the Company has shown an increase in itsproduction as well as in sales. During the years total sale of its products has increased to Rs.434.04 cores as compared to Rs.427.69 crores in the previous year. This has primarily on account of increase in total revenue of Conductors which has gone up to Rs.289.08 Cores as compared to Rs.203.28 Crores in the previous year. The capacity utilization of Conductor Plant is consistently going up and we hope in the current year also we will see significant improvement over the last year.

We are pleased to inform you that the Company has got itself registered with most Electricity Boards in the country. We have successfully supplied to a lot of them and are presently having good orders for the supply of Aluminium Conductors. All these should contribute to an increase in the Aluminium Division''s sales.

MINING BUSINESS

In the year 2013-2014 the Company has shown an increase in trading of Bauxite and this division contributed total Rs.5.21 crores as compared to Rs.2.98 crores in the previous year in the total revenue of the Company.

POWER GENERATION

During the year 2013-2014, the Company has installed two Solar Power Plants of 100 KWP & 522 kWp each which are located SKF India Ltd. premises at Pune & Bangluru and its has contributed total Rs.5.90 lacs in the total revenue of the Company.

Your Company also have two Wind Turbine Generator (WTG), one is of 1.25 Mega Wattslocated at District Nandurbar and another is 1.50 Mega Watts located at Sangli, both are in Maharashtra State. During the year both WTG contributed Rs.2.45 crores in the total revenue of the Company as compared to Rs.2.36 crores in the previous.

ISO 9001:2008

The Wire Rod as well as Conductor divisions of the Company are ISO 9001:2008 certified and the Company is committed to maintain and improve quality.

CORPORATE SOCIAL RESPONSIBILITY

The Companies Act, 2013 notified section 135 of the Act concerning Corporate Social Responsibility along with the Rules thereunder and revised schedule VII of the Act which come into effect from 1st April,2014. The Company being covered the provisions of the said section, has taken necessary initial step in this regard, A committee of the directors titled Corporate Social Responsibility (CSR) Committee has been formed by the directors consisting Shri Shailesh Daga as Chairman and Shri Sudhir Goel & Shri Navin Shah as other members.

The said section being enacted with effect from 1st April,2014, necessary details as prescribed under the said section shall be presented to the members in the Annual Reports for the year 2014-2015.

DIRECTORS

In view of the provisions of the Companies Act,2013, Shri Sudhir Goel has now become retiring Directors. Thus he will be in the category of directors liable to retire by rotation and being eligible, offer himself for re-appointment. In terms of the Articles of Association of the Company, Shri Lalit Kumar Daga, Director, retire at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment. Pursuant to section 149 (4) of the Companies Act,2013, every listed Company is required to appoint at least one third of its directors as independent directors. The Board already has one half of its directors in the category of independent directors in terms of the provisions of clause 49 of the listing agreement.

As required under the said Act and the Rules made thereunder, the same is now put up for approval of the members at the ensuing annual general meeting.

The independent directors have submitted the declaration of independence, as required pursuant to section 149 (7) of the Companies Act,2013 stating that they meet the criteria of independence as provided in sub-section (6) as well as Clause 49 of the Listing Agreement.

KEY MANAGERIAL PERSONS

Section 203 of the Companies Act,2013, which came into effect from 1st April,2014, requires every Listed Company to have Managing Director, Company Secretary & Chief Financial Officer. The Company also has a Managing Director & Whole-Time Director. The board of directors has designated/appointed Shri Mahendra Kumar Jain as Chief Financial Officer of the Company. An experienced team of senior Executives of the Company including a practicing Company Secretary are looking after all Company Law & Listing Agreement related compliances, however the Company is also looking for a suitable qualified Company Secretary.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of Companies Act 1956, with respect to Directors'' responsibility statement, it is hereby confirmed that:

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

ii) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2014 and of the profit of the Company for the said period;

iii) the directors have taken proper and sufficient care of 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 directors have prepared the Annual Accounts on a going concern basis.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreements with the Bombay Stock Exchange Ltd., a separate section titled "Corporate Governance'' has been included in this Annual Report, along with the report on Management Discussion and Analysis and General Shareholders Information.

SECRETARIAL STANDARDS OF ICSI

During the year under review, Secretarial Standard specified by the Institute of Company Secretaries of India(ICSI) from time to time were recommendatory in nature. Your Company, however complied with the same.

AUDITORS

The existing statutory Auditors of the Company M/s. A. J. Baliya & Associates (Firm Reg.No.100948W), Chartered Accountants, who hold office until the conclusion of ensuing annual general meeting has informed their unwillingness to continue as statutory auditors of the Company due to their personal reasons after ensuing annual general meeting. The Company has shortlisted M/s. Motilal & Associates (Firm Reg.No.106584W), Chartered Accountants, as a new statutory auditors of the Company and they have shown their interest for the same.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNING AND OUTGO

The information pursuant to Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is annexed to this report.

PARTICULARS OF EMPLOYEES

During the year 2013-2014 the Company has no executive who was in receipt of remuneration exceeding the sum prescribed under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

ACKNOWLEDGEMENT

The Directors would like to express their sincere appreciation for assistance and Co-operation received from their Bankers, Government authorities, vendors and members during the year under review. Directors also wish to place on record their deep sense of appreciation for the committed services by the Company''s executives, staff & workers.

Place : Mumbai For and on behalf of the Board Date : 30th May,2014 Lalit Kumar Daga Chairman

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Mar 31, 2012

The Directors have pleasure in presenting the 25th Annual Report together with Audited Balance Sheet and Profit & Loss Account for the year ended 31st March, 2012. The highlights of the financial results are as under:

FINANCIAL RESULTS: 2011-2012 2010-2011 (Rs. in Crores) (Rs. in Crores)

Total Revenue 410.61 363.73

Profit before Tax 8.21 8.09

Tax Expenses 1.61 3.03

Net Profit 6.60 5.06

Balance brought forward from previous year 29.33 25.62

Balance available for Appropriations 35.93 30.68

Appropriations:

Proposed Dividend 0.94 0.94

Corporate tax on demand 0.15 0.16

Transfer to General Reserve 0.25 0.25 Balance transferred to

Balance Sheet 34.59 29.33

Total 35.93 30.68

REVIEW OF OPERATIONS

This year the Company has completed 25 years of its existence and during the last 25 years, the Company has shown a continued improvement in its performance.

During the year your Company has shown improved performance. Your Company's total revenue has increased to Rs.410.61 crores from Rs.363.73 crores in the previous year. The net profit has increased to Rs.6.60 crores as compared to Rs.5.06 crores in the previous year.

DIVIDEND

Your Directors are pleased to recommend a Dividend of Rs.1.50 per equity share (same as previous year) i.e 15%, which will be paid in line with the applicable rules after your approval at the ensuing Annual General Meeting.

WIRE RODS & CONDUCTORS

In the year gone by the Aluminium Division of the Company has shown an increase in its production as well as in sales. During the years total sale of its products has increased to Rs.402.13 cores as compared to Rs.355.45 crores in the previous year. This has primarily on account of increase in total revenue of Conductors which has gone up from Rs.104.75 crores to Rs.152.94 crores. The capacity utilization of Conductor Plant is consistently going up and we hope in the current year also we will see significant improvement over the last year.

We are pleased to inform you that the Company has got itself registered with most Electricity Boards in the country. We have successfully supplied to a lot of them and are presently having good orders for the supply of Aluminium Conductors. All these should contribute to an increase in the Aluminium Division's sales.

MINING BUSINESS

The year 2011-2012 was not a good year for the mining business for the Company. Total traded quantity of Bauxite ore has reduced and its resulted in reduction in its total revenue to Rs.2.93 crores as compared to total revenue of Rs.3.85 crores in the previous year. Due to frequent changes in the Govt. policies, the Company has restricted its exposure in mineral business.

WIND POWER GENERATION

Your Company has two Wind Turbine Generator (WTG), one is of 1.25 Mega Watts located at District Nandurbar and another is 1.50 Mega Watts located at Sangli, both are in Maharashtra State. Both WTG performance are good and its contributed Rs.2.23 crores in the total revenue of the Company as compared to Rs.1.90 crores in the previous year.

During the year a subsidiary Company named Hind Power Products Pvt. Ltd. has been incorporated under the Companies Act, 1956.

ISO 9002

The Wire Rod as well as Conductor divisions of the Company are ISO 9001:2008 certified and the Company is committed to maintain and improve quality.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreements with the Bombay Stock Exchange Ltd., a Management Discussion and Analysis Report on Corporate Governance and a Certificate from the Company's Statutory Auditors are a part of this report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNING ANDOUTGO

The information pursuant to Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is annexed to this report.

PARTICULARS OF EMPLOYEES

At the end of the year 2011 -2012 the Company has no executive who was in receipt of remuneration exceeding the sum prescribed under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956, with respect to Directors' responsibility statement, it is hereby confirmed that:

i) in the preparation of Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

ii) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2012 and of the profit of the Company for the said period;

iii) the directors have taken proper and sufficient care of the maintenance of adequate accounting i 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 directors have prepared the Annual Accounts on a going concern basis.

AUDITORS

M/s. A.J. Baliya & Associates, Chartered Accountants, Auditors of the Company, retire at ensuring annual general meeting and being eligible for re-appointment.

ACKNOWLEDGEMENT

The Directors would like to express their sincere appreciation of assistance and Co-operation received from their Bankers during the year under review. Directors also wish to place on record their deep sense of appreciation of the devoted services rendered by all the employees of the Company.

For and on behalf of the Board

Lalit Kumar Daga Chairman

Place: Mumbai Dated: 8th June. 2012

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Mar 31, 2011

Dear Shareholders,

The Directors have pleasure in presenting the 24th Annual Report together with Audited Balance Sheet and Profit & Loss Account for the year ended 31st March, 2011. The highlights of the financial results are as under:

FINANCIAL RESULTS: 2010-2011 2009-2010 (Rs. in Crores) (Rs.in Crores)

Total Income 361.28 184.14

Gross Profit 10.79 6.27

Less: Depreciation 2.70 2.64

Profit before tax 8.09 3.63

Tax expenses 3.03 0.89

Profit after tax 5.06 2.74

Add: Balance brought forward from previous year 25.62 24.01

Surplus available for appropriation 30.68 26.75

Appropriation:

General Reserve 0.25 0.25

Dividend 0.94 0.75

Corporate tax on dividend 0.16 0.13

Balance transferred to Balance Sheet 29.33 25.62

REVIEW OF OPERATIONS

During the year your Company has shown improved performance. Your Company's income has increased to Rs. 361.28 Crores from Rs.184.14 crores in the previous year. This has been possible due to increased sale in the Conductor division of the Company. The total volume handled by the company has increased and this also led to an increase in the net profit to Rs.5.06 Crores as compared to Rs. 2.74 Crores in the previous year.

DIVIDEND

Your Directors are pleased to recommend a Dividend of Rs.1.50 per equity share (same as previous year) i.e 15%, which will be paid in line with the applicable rules after your approval at the ensuing Annual General Meeting.

WIRE RODS & CONDUCTORS

In the year gone by the Aluminium Division of the Company has shown an increase in its production from 25,232 MT in the previous year to 27,687 MT in the current year. This has primarily on account of increase in production of Conductors which has gone up from 6458 MT to 8554 MT. The capacity utilization of Conductor Plant is consistently going up and we hope in the current year we will see significant jump over the last year figures.

We are pleased to inform you that the Company has got itself registered with most Electricity Boards in the country. We have successfully supplied to a lot of them and are presently having good orders for supply of Aluminium Conductors. All these should contribute to an increase in the Aluminium Division's sales.

MINING BUSINESS

In the year 2010-2011 the Company has shown an increase in trading of Bauxite and sold 41,950 MT Bauxite as compared to 15,424 MT in previous year. Due to dramatic fluctuation in the price of Iron Ore, the Company has restricted its exposure in this commodity during the year.

WIND POWER GENERATION

Your Company has two Wind Turbine Generator (WTG), one is of 1.25 Mega Watts located at District Nandurbar and another is 1.50 Mega Watts located at Sangli, both are in Maharashtra State. During the year 47,18,492 units of power were generated as compared to 56,61,920 units in the previous year and reduction in generation of power was due to low wind pattern in that area.

ISO 9002

The Wire Rod as well as Conductor divisions of the Company are ISO 9001:2008 certified and the Company is committed to maintain and improve quality.

ALLOTMENT OF EQUITY SHARES ON PREFERENTIAL BASIS

During the year 2010-2011, your Company has allotted 13,00,000 preferential equity shares of Rs.10/- each fully paid-up for cash at a premium of Rs.33/- per share aggregating Rs.5,59,00,000/- to non-promoter shareholders in compliance with the provisions of Section 81, 81(A) and other applicable provisions, if any of the Companies Act, 1956 and listing agreement entered into between the Company and Bombay Stock Exchange Ltd (BSE), the guidelines, regulations and clarifications issued by Security Exchange Board of India (SEBI).

In view of the same, the authorized share capital of the Company has increased from Rs. 5,50,00,000/- to Rs. 6,50,00,000/- and subsequently issued, subscribed & paid-up capital has also increased by Rs. 1,30,00,000/- and now its became Rs. 6,30,02,000/-.

SUBSIDIARY COMPANIES

During the year Company has incorporated a subsidiary Company named 'Associated Industries Ltd. SFZ' in Sultanate of Oman for exploring the processing opportunities of mineral resources.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreements with the Bombay Stock Exchange Ltd., a Management Discussion and Analysis Report on Corporate Governance and a Certificate from the Company's Statutory Auditors are a part of this report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNING AND OUTGO

The information pursuant to Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is annexed to this report.

PARTICULARS OF EMPLOYEES

At the end of the year 2010-2011 the Company has no executive who was in receipt of remuneration exceeding the sum prescribed under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

DIRECTORS' RESPONSIBILITY STATEMENT Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956, with respect to Directors' responsibility statement, it is hereby confirmed that:

i) in the preparation of Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

ii) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31 st March, 2011 and of the profit of the Company for the said period;

iii) the directors have taken proper and sufficient care of 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 directors have prepared the Annual Accounts on a going concern basis.

AUDITORS

M/s. A.J. Baliya & Associates, Chartered Accountants, Auditors of the Company, retire at ensuring annual general meeting and being eligible for re-appointment.

ACKNOWLEDGEMENT

The Directors would like to express their sincere appreciation of assistance and Co-operation received from their Bankers during the year under review. Directors also wish to place on record their deep sense of appreciation of the devoted services rendered by all the employees of the Company.

For and on behalf of the Board

Lalit Kumar Daga Chairman

Place : Mumbai. Dated : 30th May, 2011

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Mar 31, 2010

The Directors have pleasure in presenting the 23rd Annual Report together with Audited Balance Sheet and Profit & Loss Account for the year ended 31st March, 2010. The highlights of the financial results are as under:

FINANCIAL RESULTS: 2009-2010 2008-2009

(Rs. in Crores) (Rs.in Crores)

Total Income 184.14 220.46

Gross Profit 6.27 6.12

Less: Depreciation 2.64 2.54

Profit before tax 3.63 3.58

Tax expenses 0.89 1.23

Profit after tax 274 2.35 Add: Balance brought forward

from previous year 24.01 22.79

Surplus available for appropriation 26.75 25.14 Appropriation:

General Reserve 0.25 0.25

Dividend 0.75 0.75

Corporate tax on dividend 0.13 0.13

Balance transferred to Balance Sheet 25.62 24.01

REVIEW OF OPERATIONS

In the year gone by the total income of the Company has reduced from Rs.220.46 crores to Rs.184.14 crores. This has primarily been on account of raw material prices being low in the first half of the year. Also in the Mining Division there is a reduction in the quantity of Bauxite traded which has contributed to the reduction in the total income. The profit before depreciation has gone up marginally to Rs.6.27 crores from Rs.6.12 crores and the corresponding profit aftertax also gone up to Rs.2.74 crores from Rs.2.35 crores.

DIVIDEND

Your Directors are pleased to recommend a Dividend of Rs.1.50 per equity share (same as previous year) i.e 15%, which will be paid in line with the applicable rules after your approval at the ensuing Annual General Meeting.

WIRE RODS & CONDUCTORS

In the year gone by the Aluminium Division of the Company has shown an increase in its production from 22,003 MT in the previous year to 25,232 MT in the current year. This has primarily on account of increase in production of Conductors which has gone up from 3117 MT to 6458 MT. The capacity utilization of Conductor Plant is consistently going up and we hope in the current year we will see significant jump over the lastyearfigures.

We are pleased to inform you that the Company has got itself registered with most Electricity Boards in the country. We have also supplied to a lot of them and are presently having good orders for supply of Aluminium Conductors. All these should contribute to an increase in the Aluminium Divisions sales.

MINING BUSINESS

The year 2009-10 was a bad year for the mining business. Iron Ore prices have been fluctuating dramatically because of which we have restricted our exposure to this commodity. There has been marginal increase in our sales from 31,297 MT to 32,620 MT. Even the Bauxite quantity has reduced significantly from 55,197 MT to 15,424 MT. This has primarily been on account of certain logistical problems faced in the year near mine locations. These problems have subsequently been solved and we hope that in the current year we will see a good increase in the volume of Bauxite handled. This will contribute to both turnover as well as profitability of this division.

WIND POWER GENERATION

Your Company has two Wind Turbine Generator (WTG), one is of 1.25 Mega Watts located at District Nandurbar and another is 1.50 Mega Watts located at Sangli, both are in Maharashtra State. During the year 5661919.83 units of power were generated as compared to 5489480.40 units in the previous year.

ISO 9002

The Wire Rod as well as Conductor divisions of the Company are ISO 9001:2000 certified and the Company is committed to maintain and improve quality.

ALLOTMENT OF PREFERENTIAL EQUITY SHARES

During the period under review, special resolutions were passed by the shareholders at their Extra-ordinary General Meeting held on 20th April,2010. Your Company has allotted 13,00,000 preferential equity shares of Rs.10/- each fully paid-up for cash at a premium of Rs.33/- per share aggregating Rs.5,59,00,000/- to non-promoter shareholders in compliance with the provisions of Section 81(A) and other applicable provisions, if any of the Companies Act,1956 and listing agreement entered into between the Company and Bombay Stock Exchange Ltd (BSE), the guidelines, regulations and clarifications issued by Security Exchange Board of India (SEBI).Listing of these shares has been done at BSE and the same shall be in locked-in upto 2nd May,2011.

The object of this preferential equity shares is being made by the Company to finance capital expenditure in connection with expansion and modernization of manufacturing and marketing facilities, business acquisitions, working capital requirements arising out of increased volume of business, building capacities for existing and new lines of business, investment in subsidiaries and other corporate purpose.

In view of the same, the authorized share capital of the Company has increased from Rs.5,50,00,000/- to Rs.6,50,00,000/- and the Clause V of the Memorandum of Association and Article 3 of the Articles of Association of the Company has been altered, accordingly.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreements with the Bombay Stock Exchange Ltd., a Management Discussion and Analysis Report on Corporate Governance and a Certificate from the Companys Statutory Auditors are a part of this report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNING AND OUTGO

The information pursuant to Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is annexed to this report.

PARTICULARS OF EMPLOYEES

At the end of the year 2009-2010 the Company has no executive who was in receipt of remuneration exceeding the sum prescribed under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956, with respect to Directors responsibility statement, it is hereby confirmed that:

i) in the preparation of Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

ii) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company as at 31 st March, 2010 and of the profit of the Company for the said period;

iii) the directors have taken proper and sufficient care of the maintenance of adequate accounting records in accordance with the provisions of the CompaniesAct, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

AUDITORS

M/s. A.J. Baliya & Associates, Chartered Accountants, Auditors of the Company, retire at ensuring annual general meeting and being eligible for re-appointment.

ACKNOWLEDGEMENT

The Directors would like to express their sincere appreciation of assistance and Co-operation received from their Bankers during the year under review. Directors also wish to place on record their deep sense of appreciation of the devoted services rendered by all the employees of the Company.

For and on behalf of the Board

Lalit Kumar Daga

Place : Mumbai. Chairman

Date : 15th June, 2010