Directors Report of Hittco Tools Ltd.

Mar 31, 2024

Your directors have pleasure in presenting the 30^th Annual Report of your
Company together with the Audited Financial Statements for the year ended 31^st
March 2024.

FINANCIAL RESULTS:

The summarized financial results for the year are as under:

(Rs. In Lakhs)

Particulars	2023-2024	2022-2023
INCOME:
Sales	597.05	700.67
Other Income	2.11	3.94
Total (A)	599.17	704.61
EXPENSES:
Cost of Material Consumed	215.30	277.57
Changes in inventories of finished goods, work in progress and stock-in-trade	-15.89	-10.76
Employee benefit expenses	161.90	155.20
Interest and Financial Charges	36.26	24.98
Other expenses	122.61	122.17
Total (B)	520.18	569.16
Profit before Depreciation and Tax (C) = (A) - (B)	78.99	135.45
Depreciation and amortization expenses	61.65	77.26
Profit after Depreciation	17.32	58.19
Exceptional items - Net Income / Expenditure	0	0
Profit before Tax	17.32	58.19
Provision for Tax	(1.42)	(3.74)
Profit for the period from continuing operation	18.74	61.91
Other comprehensive income (Re-measurement of defined benefit obligation / Assets)	2.25	-1.30

Profit / (Loss) after Depreciation and Tax	20.99	60.61
Earnings Per Share (Basic) Earnings Per Share (Diluted)	0.34 0.34	1.00 1.00

OPERATIONS AND BUSINESS PERFORMANCE:

During the year under review the income of the Company Deceased to Rs. 599.17
lakhs during the year 2023-24 as against Rs. 704.61 lakhs during the previous
year 2022-23. The Export Sales for the year 2023-24 is Nil as compared to Rs. 0
lakhs in the previous financial year 2022-23. Regarding accountability and
governance, your company continue to ensure an environment of transparency and
responsibility while aiming for the highest standard of corporate governance and
trust. There is no change in the nature of business of the company during the year.

ANNUAL RETURN:

In terms of Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies
(Management and Administration) Rules, 2014, the Annual Return in form MGT-7
of the Company is available on the website of the Company at the link:
https: / /www.hittco.com,

STATEMENT OF DECLARATION BY INDEPENDENT DIRECTORS:

All the Independent Directors of the Company have given declaration that they
meet the criteria of independence as provided in Sub-Section (6) of Section 149 of
the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and they are not aware of any circumstances or
situation, which exist or may be reasonably anticipated, that could impair or
impact their ability to discharge their duties with an objective independent
judgment and without any external influence.

The Board of Directors have taken on record the declaration and confirmation
received from the Independent Directors and verified the veracity of such
disclosures.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The independent directors are regularly updated on the industiy and market
trends, plants and process and operation performance of the company through
presentations in this regard and periodic plant visit. They are also periodically kept
aware of the latest development in the corporate governance, their duties as a
director and relevant laws.

NOMINATION & REM UN ERATION N POLICY:

In adherence to the provisions of Section 134(3) (e) and 178 (1) & (3) of the
Companies Act, 2013, the Board of Directors on the recommendation of the
Nomination and Remuneration Committee approved the policy to govern the
appointment /Nomination of Directors, KMP and Other Senior Management and
their remuneration including criteria for determining qualifications, positive

attributes, independence of a director and other matters provided. There is no
change in the Nomination and Remuneration Policy during the year under review.

CORPORATE GOVERNANCE:

Your Company has a Paid-Up Share Capital of Rs. 603.60 Lakhs and the net worth
of Rs. 346.17 Lakhs during the financial year ending 31.03.2024. Hence,
Regulation 27(2) of SEBI (Listing Obligation and Disclosure Requirements)
Regulation, 2015 are not applicable on the Company and your Company is not
required to report on the Corporate Governance. However, your company has
made eveiy effort to comply with the provisions of the Corporate Governance
and to see that the interest of the shareholders and the Company are properly
served.

MANAGEMENT DISCUSSION & ANALISYS REPORT:

A review of the performance of the Company is provided in the Management
Discussion & Analysis Report for the year under review, as stipulated under SEBI
(LODR) Regulation, 2015, is presented in a separate section forming part of the
Annual Report and annexed herewith as Annexure 2.

DIVIDEND:

The Board of Directors has decided not to recommend any dividend for the
financial year ended March 31, 2024 due to expansion and future growth of the
business.

TRANSFER TO RESERVES:

The Board of Directors of your Company does not propose to cany any amount to
reserve.

SHARE CAPITAL:

The paid-up Equity Share Capital of the Company as on March 31, 2024, was Rs.
60,360,470/- During the year under review, the Company has not issued any
shares during the period under review.

SUBSIDIARY, JOINT VENTURES AND ASSOCIATE REPORT

During the year under review, no company have become or ceased to be company’s
subsidiaries, joint ventures, or associate companies.

MATERIAL CHANGES AND COMMITMENTS:

There have been no material changes and commitments, affecting the financial
position of the company occurring between the end of financial year and the date of
the report.

DIRECTORS RESPONSIBILITY STATEMENT:

To the best of their knowledge and based on the guidance and insights from the
Auditors and pursuant to the provisions of sub-section (5) of Section 134 of the
Companies Act, 2013, your Directors confirm that:

i) In the preparation of the annual account for the year ended March 31, 2024
the applicable accounting standard have been followed along with proper
explanation relating to material departure if any.

ii) Such accounting policies have been selected and applied 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 on March
31, 2024 and of the profit and loss of the company for that period;

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

iv) The financial statements have been prepared on a going concern basis.

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

vi) The system to ensure compliance with the provision of all applicable laws
were in place and adequate and operating effectively.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER
SECTION 1431121:

During the year under review, there were no frauds reported by the auditors to the
Audit Committee or the Board under Section 143(12) of the Companies Act, 2013.

CHANGES IN DIRECTORS:

Appointments

During the year under review, the Board of Directors, based on the
recommendation of Nomination and Remuneration Committee, appointed of Mrs.
Sarita Kimani as a CS (Company Secretary) and Compliance Officer of the
company in the meeting held on 31.08.2023.

Resignation

Ms. Preeti Saxena resigned from the office of Company Secretary and Compliance
Officer of the Company w.e.f. 28.08.2023.

The Board, at its meeting held on 31^th August, 2024, has accepted her resignation
w.e.f. 28.08.2023 and recorded its appreciation for his valuable contribution during
his tenure on the Board of the Company.

Mr. Menezes Braganca Nikhil Fernando De (Independent Director), has been
expired on 14.03.2024 and same has been informed to BSE and ROC.

Re-appointment:

In accordance with the provisions of Section 152 of the Companies Act, 2013 and
Article of Association, Mr. Sidharth Bhandari, Director of the Company, retire by
rotation in ensuing Annual General Meeting and being eligible, offers himself for re¬
appointment.

CHANGES IN KEY MANAGERIAL PERSONEL:

During the year under review, Ms. Preeti Saxena resigned from the office of
Company Secretary of the Company w.e.f. 28.08.2023.

Ms. Sarita Kimani was appointed as the Company Secretary of the Company w.e.f.
31.08.2023.

MEETING OF THE BOARD:

Six meeting of the Board of Directors were held during the year under review.
Details of the same are mentioned below:

S. No.	Date of Meeting	Directors associated as on the date of Meeting	Attendance
			No. of Director	% of attendance
1.	30/05/2023	8	6	77.77
2.	22/07/2023	8	5	77.77
3.	14/08/2023	8	6	77.77
4.	31/08/2023	8	7	87.5
5.	14/11/2023	8	6	77.77
6.	23/12/2023	8	6	77.77
7.	13/02/2024	8	6	77.77

Audit Committee:

The composition, function and procedure of the Audit Committee and Nomination
and Remuneration Committee are in conformity with the requirement of Section
177 & 178 of the Companies Act, 2013. During the year under review, the Board
accepted all the recommendation made by the Audit Committee of the Board. The
Audit Committee met Four times and Nomination and Remuneration Committee
met Four times in the year under review on the following dates:

S. No.	Date of Meeting	No. of Members associated on the date of Meeting	Attendance
			No. of Member	% of Attendance
1.	30/05/2023	3	3	100
2.	14/08/2023	3	3	100
3.	14/11/2023	3	3	100
4.	13/02/2024	3	3	100

Nomination and Remuneration Committee:

S. No.	Date of Meeting	No. of Members associated on the date of Meeting	Attendance
			No. of Member	% of Attendance
1.	30/05/2023	3	3	100
2.	14/08/2023	3	3	100
3.	14/11/2023	3	3	100
4.	13/02/2024	3	3	100

PERFORMANCE EVALUATION OF CHAIRMAN. DIRECTORS, BOARD AND
COMMITTEES:

Pursuant to the provision of Section 134 of the companies Act, 2013 and regulation
17 of the SEBI (Listing Obligation and Disclosure Requirement) Regulation 2015,
the board has carried out an annual performance Evaluation of its performance,
the director individually as well as the evaluation of its Audit, Nomination and
Remuneration and Other committee.

The performance of the Board was evaluated by the board after seeking inputs from
all the directors on the basis of factors which includes Active participation,
financial literacy, contribution by Directors, Positive inputs, effective deployment,
knowledge 8s expertise, integrity and maintenance of confidentiality and
independence of behaviour and judgement. In the meeting of Independent Directors
performance of Non-independent Directors, Board and performance of the
Chairman was evaluated. The performance of independent director was carried out
by the entire board.

At the conclusion of the evaluation exercise, the members of the Board accessed
that the Board together with each of its committees was working effectively in
performance of its key functions.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

The company has in place adequate internal financial controls with reference to
financial statements. During the year, such controls were tested and no reportable
material weaknesses in the design or operation were observed. Further the testing
of such controls was also carried out independently by the statutory and the
internal auditor for the financial year 2022-23. In the opinion of the Board, the
existing internal control framework is adequate and commensurate with the size
and nature of the business of the Company. The details in respect of internal
financial control and their adequacy are included in the management and
discussion 8s analysis report, which forms part of this report.

AUDITORS AND AUDITORS REPORT:

Statutory Auditors

In accordance with Sec 139 of the Companies Act, 2013, M/s. Bothra Nirmal
Associates (FRN: 322103E), Chartered Accountant were appointed by the

shareholders of the Company at the Annual General Meeting held on September
13, 2021, as Statutory Auditors for a period of 5 years to hold office from the
conclusion of the 27Th Annual General Meeting till the conclusion of 32nd Annual
General meeting to be held in the year 2026.

M/s. Bothra Nirmal Associates (FRN: 322103E), Chartered Accountant, has
resigned on 05.09.2024 and Board of Director has appointed DTSB as auditor of
the company to file casual vacancy.

Statutory Auditor’s Report
Auditor Qualification

Notes to accounts referred to in the Auditor’s Report are self - explanatory and
therefore, do not call for any further explanation.

Auditors Comment:

(i) Based on our examination, which included test checks, the Company has
used accounting software for maintaining its books of account for the
financial year ended March 31,2024 which has not a feature of recording
audit trail (edit log ) facility.

Director View on Auditor Adverse remark:

The company has maintained proper book of account ERP and the same has been
provided to statutory auditor during the audit. Hence the view of audit qualification
is unnecessary.

ii) According to the information and explanations given to us, the Board of
Directors of the company has not constituted an Audit Committee in
compliance with section 177 of the Companies Act 2013.

Director View on Auditor Adverse remark:

The company has constituted proper audit committee and same has been provided
to statutory auditor during the audit and even same has disclosed in annual
report. Hence the view of audit qualification is unnecessary.

iii) (a) Based on information and explanations provided to us and our audit
procedures, in our opinion, the Company has not an internal audit
system commensurate with the size and nature of its business.

(c) The internal audit report was not submitted before us during the audit.
Hence, the same was not considered.

Director View on Auditor Adverse remark:

The company has proper internal audit system and same has been provided to
statutory auditor during the audit. Hence the view of audit qualification is
unnecessary.

SECRETARIAL AUDITOR AND REPORT:

Secretarial Auditor

The Secretarial Auditors, M/s Manjeet & Associates, Practising Company
Secretaries, has issued Secretarial Audit Report (Form MR-3) for the Financial Year
2023-24 pursuant to Section 204 of the Companies Act, 2013 and pursuant to
Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 which is annexed to Directors’ Report (Refer Annexure-3).

Secretarial Auditors Report:

The observations in Secretarial audit report are self -explanatory and therefore does
not call for any further explanation.

COST AUDITORS:

The provision of Section 148(1) does not apply to the Company, hence the Company
is not required to maintain the cost records.

INTERNAL AUDITOR:

The Board has appointed Internal Auditor in compliance with Section 138 of the
Companies Act, 2013 and rules made thereunder.

RISK MANAGEMENT:

The Company has a mechanism to identify, assess, monitor, and mitigate various
risks to its key business objective. Major risks identified by the business and
functions are systematically addressed through mitigating actions on a continuing
basis. However, as per the listing regulation, constitution of Risk Management
Committee for enforcing Risk Management Policy is not applicable to the Company.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR
COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND
COMPANY’S OPERATION IN FUTURE:

No significant and material orders were passed by the Regulators or Courts or
Tribunal which impact the going concern status and future operations of the
Company.

There is No application /proceeding pending against the Company under the
Insolvency and Bankruptcy Code, 2016.

INDIAN ACCOUNTING STANDARDS. 2015:

The annexed financial statements for the Financial Year 2023-24 and
corresponding figures for 2023-24 comply in all material aspects with Indian
Accounting Standards (Ind AS) notified under section 133 of the Companies Act,
2013 (the Act) [Companies (Indian Accounting Standards) Rules, 2015] and other
relevant provisions of the Act.

CORPORATE SOCIAL RESPONSIBILITY fCSRh

As the Company does not fall under any of the threshold limits given under Section
135 of the Companies Act, 2013, the provision of Corporate Social Responsibility is
not applicable to the Company.

CONTRACTS AND ARRANGEMENT WITH RELATED PARTIES:

All related party transaction that were entered into during the financial year were
on arm’s length basis and were in the ordinary course of business. There is no
material contract or arrangement in accordance with the requirement of SEBI
(Listing Obligation and Disclosure Requirement) Regulation 2015.

There is no materially significant related party transactions made by the company
with the Promoter, Director, Key Managerial Personnel or other designated persons
which may have a potential conflict with the interest of the company at large. All
related parly transaction is placed before the audit committee and given in the
notes annexed to and forming part of this financial statement.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The company has a vigil mechanism / Whistle Blower policy to deal with the
instance of fraud and mismanagement, if any. It provides opportunities to the
directors, employees and any other person dealing with the company to report in
good faith to the management about the unethical and improper practices, fraud or
violation of Company’s code of conduct. The vigil mechanism under the policy also
provides for adequate safeguard against victimization of employee and directors
who use such mechanism and makes provision for direct access to the Chairman of
the Audit Committee in exceptional Cases. The Company affirms that none of the
personnel of the Company has been denied access to the Audit Committee.

Further, as per the provisions of Regulation 18 (3) of the SEBI (Listing Obligations
and Disclosure Requirements) Regulation, 2015 (Listing Regulations) read with Part
C of Schedule II to Listing Regulations, the Audit Committee has reviewed the
functioning of whistle blower mechanism of the Company and found the same
satisfactory

PUBLIC DEPOSITS:

During the year under review, the Company has not accepted/renewed any deposit
from the public within the meaning of section 73 of the Companies Act, 2013 read
with the Companies (Acceptance of Deposits) Rules, 2014.

PARTICULARS OF 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 disclose under the act are provided
in Annexure-1.

PARTICULAR OF LOAN GIVEN. INVESTMENTS MADE. GUARANTEES GIVEN
AND SECURITIES PROVIDED:

During the financial year 2023-24 the company has neither made any investment
nor given any loans or guarantee covered under the provision of Section 186 of the
Companies Act, 2013.

PERSONNEL RELATIONS:

The Company considers human capital as a critical asset and success factor for
smooth organizational workflow. Your directors hereby place on record their
appreciation for the service rendered by the executives, staff, and workers of the
Company for their hard work, dedication, and commitment. During the year under
review, relations between the employee and the management continued to remain
cordial.

PARTICULAR OF EMPLOYEES AND RELATED DISCLOSURE:

No employee of the Company had drawn salary in excess of the limits specified
under Section 197(12) of the Companies Act, 2013 and the rule 5 of the company
(Appointment and Remuneration of managerial personnel) rules 2014 and read
with the Companies (Particulars of Employees) Rules, 197.

LISTING ON STOCK EXCHANGE:

The Company’s shares are listed on the Bombay Stock Exchanges, Mumbai. The
Company has paid the listing fee to the stock exchange for the financial year 2024¬
25 and has complied with all the requirement of the listing regulations.

DISCLOSURE AS REQUIRED UNDER SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE (PREVENTION. PROHIBITION AND REDRESSED ACT 2013:

Pursuant to the provisions of Section 22 of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013 read with Rule 14, the
internal committee constituted under the said act has confirmed that no complaint
/ case has been filed / pending against the Company during the year.

SECRETARIAL STANDARD:

The Company complies with all applicable mandatory secretarial standard issued
by the Institute of Company Secretaries of India.

CODE OF CONDUCT:

The Company has adopted the code of conduct for all Board members and Senior
Management as required under Regulation 17 of the Listing Regulations. All Board
Members and Senior Management personnel have affirmed compliance with the
code on an annual basis and a declaration to this effect signed by Mr. Surendra
Bhandari, MD of the Company, forming part of this report.

CFO CERTIFICATION:

A certificate duly signed by MD relating to financial statements and internal
controls and internal control systems for financial reporting as per the format
provided in Regulation 17(8) of the SEBI (Listing Obligations and Disclosures
Requirements) Regulations, 2015 was placed before the Board and was taken on
record.

CAUTIONARY NOTE:

Statement in this Management Discussion Analysis Report describing the
Company’s objectives, projections, estimates and expectations may be forward
looking statement within the meaning of applicable laws and regulation. Actual
results may differ substantially or materially from those expressed or implied.
Important development that could alter your Company’s performance include
increase in material costs, technology development and significant changes in
political and economic environment tax laws and labor relations.

ACKNOWLEDGEMENTS:

Your Directors would like to place on record their sincere gratitude to the
Governments, Financial Institutions and Banks for the assistance, co-operation
and encouragement received during the year. Your Directors also wish to place on
record their sincere appreciation to the Investors for their continuing support,
Dealers, Business Associates and Employees at all levels for their unstinting efforts
in ensuring excellent performance.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS
HITTCO TOOLS LIMITED

Sd/- Sd/-

(Surendra Bhandari) (Madhu Bhandari)

Managing Director
Director

DIN: 00727912 DIN: 00353298

Place: Bangalore
Date: 05/09/2024

---

Mar 31, 2014

Dear Members,

The Directors take pleasure in presenting the 20th Annual Report of your Company together with the Audited Accounts for the year ended 31st March, 2014.

FINANCIAL RESULTS:

(Rs. In Lakhs)

Particulars 2013-14 2012-13

INCOME:

Sales 774.89 836.82

Other Income 18.18 15.04

Total (A) 793.07 851.86

EXPENSES:

Cost of Material Consumed 166.48 247.49

Purchase of Stock-in-trade 1.93 5.22

Changes in inventories of finished goods, 18.25 (74.37) work in progress and stock-in-trade

Employee benefit expenses 226.43 224.16

Other expenses 275.68 325.92

Interest and Financial Charges 42.25 24.69

Exceptional items 0 36.80

Total (B) 731.02 789.91

Profit before Depreciation and Tax (C) 62.05 61.95 = (A) - (B)

Depreciation and amortisation expenses 63.71 58.08

Tax 3.24 68.95

Profit / (Loss) after Depreciation and Tax (4.89) (65.09)

Earnings Per Share(Basic) (0.09) (1 25)

Earnings Per Share(Diluted) (0.08) (1.12)

OPERATIONS AND BUSINESS PERFORMANCE:

The Company has almost maintained a turnover of Rs.774.89 lakhs during the year 2013-14 as against Rs.836.81 lakhs during the previous year 2012-13. The Export Sales for the year 2013-14 was Rs. 32.60 lakhs compared to Rs. 64.60 lakhs during the previous year and contributed 4.21 % of the total sales. The Company''s net loss after tax for the year 2013-14 was Rs.4.89 lakhs as against loss of Rs.65.09 lakhs in the previous year which is due to provision for deferred tax, provision for gratuity and lesser turnover. The company is competent of achieving profitability.

DIVIDEND:

The Board is unable to recommend any Dividend for the year under review due to loss of the company.

DIRECTORS:

Consequent to resignation of Mr. Sidharth Bhandari as Managing Director of the Company, it has been proposed that Mr. Surendra Bhandari be appointed for the post of Managing Director At the ensuing Annual General Meeting, Mrs. Madhu Bhandari and Mr. Rajib Ghosh Roy, Directors will retire by rotation and being eligible offer themselves for reappointment. Mr. Satish Ramarao Shimoga, Mr. Vikram Shyam Gupta, Mr. Nuggehalli Krishnaswamy Raghunatha, Mr. Joseph Kavalam Mathai and Mr. Rajeev Gobindram Hassanand be and are hereby appointed as Independent Director of the Company for a period of five years from the date of this Annual General Meeting, not liable to retire by rotation. DIRECTORS RESPONSIBILITY STATEMENT:

As per the provisions of Section 217(2AA) of the Companies Act 1956, the Directors hereby submit that -

1. The Company had followed all the applicable Accounting Standards and there is no material departure from this in the preparation of the annual accounts ;

2. The Company had selected the normal accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the Profit of the Company for that period ;

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

4. The Company had prepared the annual accounts on a going concern basis.

DEPOSITS:

The Company has not accepted/renewed any deposit from the public during the year under review.

PERSONNEL:

No employee of the Company had drawn salary in excess of the limits specified under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

AUDITORS:

M/s. S. Janardhan & Associates, Chartered Accountants, Statutory Auditors, retire at the conclusion of the ensuing Annual General Meeting and a notice from a shareholder received to appoint statutory auditor other than the retiring auditor.

M/s. Nagesh & Associates, Chartered Accountants, will be appointed as Statutory Auditor of the company subject to approval of the members in Annual General Meeting and to hold office from the conclusion of this Annual General Meeting (AGM) till the conclusion of the twentyfifth AGM of the Company to be held in the year 2019 (subject to ratification of their appointment at every AGM), on such remuneration as may be mutually agreed upon between the Board of Directors and the Auditors." M/s Swamy & Associates, Company Secretaries, have been appointed as Secretarial Auditors of the Company for the year 2014-15.

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

The information as required under Section 217(1) (e) of the Companies Act, 1956 is enclosed as Annexure-A to this report.

MANAGEMENT DISCUSSION & ANALISYS REPORT:

Management Discussion & analysis report is enclosed at Annexure-B to this report.

CORPORATE GOVERNANCE:

A report on Corporate Governance is placed at Annexure-C to this report. Your Company has voluntarily got the Secretarial Audit done for the year 2013-14 as a part of good corporate governance practice and the report of M/s Swamy & Associates, Company Secretaries is placed at Annexure-D to this report.

SECURITIES:

The Company''s shares are listed in the Stock Exchanges of Mumbai, Bangalore and Chennai. The addresses of the said Stock Exchanges are stated elsewhere in this Annual Report.

ACKNOWLEDGEMENTS:

Your Directors place on record their gratitude to the Governments, Financial Institutions and Banks for the assistance, co-operation and encouragement received during the year. For the continuing support of Investors, Dealers, Business Associates and Employees at all levels. Your Directors wish to place on record their sincere appreciation for their unstinting efforts in ensuring excellent performance.

Your Directors also wish to express their appreciation of dedicated efforts in pursuits of excellence put in by the employees at all levels.

For and on behalf of the Board of Directors

SURENDRA BHANDARI SIDHARTH BHANDARI CHAIRMAN MANAGING DIRECTOR

Place: Bangalore Date: 3rd September, 2014

---

Mar 31, 2013

The Members,

The Directors take pleasure in presenting the 19th Annual Report of your Company together with the Audited Accounts for the year ended 31st March, 2013.

FINANCIAL RESULTS (Rs. In Lakhs)

Particulars 2012-13 2011-12

INCOME:

Sales 836.82 868.80

Other Income 15.04 10.28

Total (A) 851.86 879.08

EXPENSES:

Cost of Material Consumed 247.49 263.31

Purchase of Stock-in-trade 5.22 -

Changes in inventories of finished goods, work in (74.37) (46.95) progress and stock-in-trade

Employee benefit expenses 222.56 204.41

Other expenses 333.79 287.45

Interest and Financial Charges 18.42 8.47

Exceptional items 36.80 0.51

Total (B) 789.91 717.20

Profit before Depreciation and Tax (C) = (A)-(B) 61.95 161.88

Depreciation and amortization expenses 58.08 51.24

Tax 68.95 23.99

Profit / (Loss) after Depreciation and Tax (65.08) 86.65

Earnings Per Share(Basic) (125) 1.68

Earnings Per Share(Diluted) (112) 1.68

OPERATIONS AND BUSINESS PERFORMANCE

The Company has almost maintained a turnover of Rs.836.82 lakhs during the year 2012-13 as against Rs.868.80 lakhs during the previous year 2011- 12. The Export Sales for the year 2012-13 was Rs. 64.60 lakhs compared to Rs. 115.58 lakhs during the previous year and contributed 7.66 % of the total sales. The Company''s net loss after tax for the year 2012-13 was Rs.65.08 lakhs as against profit of Rs.86.64 lakhs in the previous year which is due to provision for deferred tax, provision for gratuity and lesser turnover. The company is competent of achieving profitability.

DIVIDEND

The Board is unable to recommend any Dividend for the year under review due to accumulated loss of the company.

DIRECTORS

At the ensuing Annual General Meeting, Mr. K. Raghavendra Rao, Mr. Rajeev G. Hassanand and Mr. Joseph Mathai, Directors will retire by rotation and being eligible offer themselves for reappointment.

Mrs. Madhu Bhandari , who was appointed as additional director of the Company on 27th February, 2013 who holds office up to the date of Annual General Meeting and her appointment needs to be approved by the shareholders for appointment as director of the Company.

DIRECTORS RESPONSIBILITY STATEMENT:

As per the provisions of Section 217(2AA) of the Companies Act 1956, the Directors hereby submit that -

1. The Company had followed all the applicable Accounting Standards and there is no material departure from this in the preparation of the annual accounts ;

2. The Company had selected the normal accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the Profit of the Company for that period ;

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

4. The Company had prepared the annual accounts on a going concern basis.

DEPOSITS

The Company has not accepted/renewed any deposit from the public during the year under review.

PERSONNEL

No employee of the Company had drawn salary in excess of the limits specified under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

AUDITORS

M/s S. Janardan & Associates, Chartered Accountants, will be appointed as Statutory Auditor of the company subject to approval of the members in Annual General Meeting.

M/s Swamy & Associates, Company Secretaries, have been appointed as Secretarial Auditors of the Company for the year 2013-14. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO The information as required under Section 217(1) (e) of the Companies Act, 1956 is enclosed as Annexure-A to this report.

MANAGEMENT DISCUSSION & ANALISYS REPORT Management Discussion & analysis report is enclosed at Annexure-B to this report.

CORPORATE GOVERNANCE

A report on Corporate Governance is placed at Annexure-C to this report. Your Company has voluntarily got the Secretarial Audit done for the year 2012-13 as a part of good corporate governance practice and the report of M/s Swamy & Associates, Company Secretaries is placed at Annexure-D to this report.

SECURITIES

The Company''s shares are listed in the Stock Exchanges of Bangalore, Mumbai and Chennai. The addresses of the said Stock Exchanges are stated elsewhere in this Annual Report.

ACKNOWLEDGEMENTS

Your Directors place on record their gratitude to the Governments, Financial Institutions and Banks for the assistance, co-operation and encouragement received during the year. For the continuing support of Investors, Dealers, Business Associates and Employees at all levels. Your Directors wish to place on record their sincere appreciation for their unstinting efforts in ensuring excellent performance.

Your Directors also wish to express their appreciation of dedicated efforts in pursuits of excellence put in by the employees at all levels.

For and on behalf of the Board of Directors SURENDRA BHANDARI SIDHARTH BHANDARI

CHAIRMAN MANAGING DIRECTOR

Place: Bangalore

Date: 3rd September, 2013

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Mar 31, 2012

The Directors take pleasure in presenting the 18th Annual Report of your Company together with the Audited Accounts for the year ended 31st March, 2012.

FINANCIAL RESULTS (Rs. In Lakhs)

Particulars 2011-12 2010-11

Sales 868.80 799.71

Other Income 10.28 7.15

Increase/Decrease in Stock 48.34 -10.10

Operational Expenses 756.56 649.72

Interest and Financial Charges 8.47 6.30

Profit before Depreciation and Tax 162.39 140.74

Depreciation 51.24 42.53

Tax 24.51 19.34

Profit/(Loss) after Depreciation and Tax 86.64 78.87

Earning Per Share(Basic & Diluted) 1.64 1.53

OPERATIONS AND BUSINESS PERFORMANCE

The Company has almost maintained a turnover of Rs. 868.80 lakhs during the year 2011-12 as against Rs. 799.71 lakhs during the previous year 2010- 11. The Export Sales for the year 2011-12 was Rs. 115.88 lakhs compared to Rs. 124.34 lakhs during the previous year and contributed 13.34 % of the total sales. The Company's net profit for the year 2011-12 was Rs. 86.64 lakhs as against profit of Rs. 78.87 lakhs in the previous year. The company is competent of achieving more profitability.

DIVIDEND

The Board is unable to recommend any Dividend for the year under review due to accumulated loss of the company.

DIRECTORS

At the ensuing Annual General Meeting, Mr. Surendra Bhandari, Mr. Sidharth Bhandari, and Mr. Vikram Shyam Gupta, Directors will retire by rotation and being eligible offer themselves for reappointment.

DIRECTORS RESPONSIBILITY STATEMENT:

As per the provisions of Section 217(2AA) of the Companies Act 1956, the Directors hereby submit that -

1. The Company had followed all the applicable Accounting Standards and there is no material departure from this in the preparation of the annual accounts ;

2. The Company had selected the normal accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the Profit of the Company for that period ;

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

4. The Company had prepared the annual accounts on a going concern basis.

DEPOSITS

The Company has not accepted/renewed any deposit from the public during the year under review.

PERSONNEL

No employee of the Company had drawn salary in excess of the limits specified under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

AUDITORS

M/s Sudhakar Hegde & Co., Chartered Accountants, Statutory Auditors, retire at the conclusion of the ensuing Annual General Meeting and a notice from a shareholder received to appoint statutory auditor other than the retiring auditor.

M/s S. Janardan & Associates, Chartered Accountants, will be appointed as Statutory Auditor of the company subject to approval of the members in Annual General Meeting.

M/s Swamy & Associates, Company Secretaries, have been appointed as Secretarial Auditors of the Company for the year 2012-13.

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

The information as required under Section 217(1) (e) of the Companies Act, 1956 is enclosed as Annexure-A to this report.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

Management Discussion & analysis report is enclosed at Annexure-B to this report.

CORPORATE GOVERNANCE

A report on Corporate Governance is placed at Annexure-C to this report. Your Company has voluntarily got the Secretarial Audit done for the year 2011-12 as a part of good corporate governance practice and the report of M/s Swamy & Associates, Company Secretaries is placed at Annexure-D to this report.

SECURITIES

The Company's shares are listed in the Stock Exchanges of Bangalore, Mumbai and Chennai. The addresses of the said Stock Exchanges are stated elsewhere in this Annual Report.

ACKNOWLEDGEMENTS

Your Directors place on record their gratitude to the Governments, Financial Institutions and Banks for the assistance, co-operation and encouragement received during the year. For the continuing support of Investors, Dealers, Business Associates and Employees at all levels. Your Directors wish to place on record their sincere appreciation for their unstinting efforts in ensuring excellent performance.

Your Directors also wish to express their appreciation of dedicated efforts in pursuits of excellence put in by the employees at all levels.

For and on behalf of the Board of Directors

SIDHARTH BHANDARI MANAGING DIRECTOR

SURENDRA BHANDARI CHAIRMAN

Place: Bangalore Date : 3rd September,

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Mar 31, 2011

The Members,

The Directors take pleasure in presenting the 17th Annual Report of your Company together with the Audited Accounts for the year ended 31st March, 2011.

FINANCIAL RESULTS (Rs. In Lakhs)

Particulars 2010-11 2009-10

Sales 799.71 480.81

Other Income 7.15 29.04

Increase/Decrease in Stock -10.10 41.16

Operational Expenses 649.72 473.37

Interest and Financial Charges 6.30 3.57

Profit before Depreciation and Tax 140.74 74.07

Depreciation 42.53 38.61

Profit / (Loss) after Depreciation and Tax 78.87 29.64

OPERATIONS AND BUSINESS PERFORMANCE

The Company has almost maintained a turnover of Rs.799.71 lakhs during the year 2010-11 as against Rs.480.81 lakhs during the previous year 2009-10. The Export Sales for the year 2010-11 was 124.34 lakhs compared to Rs.38.07 lakhs during the previous year and contributed 15.55% of the total sales. The Company's net profit for the year 2010-11 was Rs.78.87 lakhs as against profit of Rs.29.64 lakhs in the previous year. The company is competent of achieving more profitability.

DIVIDEND

The Board is unable to recommend any Dividend for the year under review due to accumulated loss of the company.

DIRECTORS

At the ensuing Annual General Meeting, Mr. S.R.Satish, Mr. N.K.Raghunath and Mr. Rajeev. G. Hassanand will retire by rotation and being eligible offer themselves for reappointment.

DIRECTORS RESPONSIBILITY STATEMENT:

As per the provisions of Section 217(2AA) of the Companies Act 1956, the Directors hereby submit that -

1. The Company had followed all the applicable Accounting Standards and there is no material departure from this in the preparation of the annual accounts ;

2. The Company had selected the normal accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the Profit of the Company for that period ;

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

4. The Company had prepared the annual accounts on a going concern basis.

DEPOSITS

The Company has not accepted/renewed any deposit from the public during the year under review.

PERSONNEL

No employee of the Company had drawn salary in excess of the limits specified under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

AUDITORS

M/s Sudhakar Hegde & Co., Chartered Accountants, Statutory Auditors, retire at the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for reappointment as Statutory Auditors.

M/s Swamy & Associates, Company Secretaries, have been appointed as Secretarial Auditors of the Company for the year 2011-12.

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

The information as required under Section 217(1) (e) of the Companies Act, 1956 is enclosed as Annexure-A to this report.

MANAGEMENT DISCUSSION & ANALISYS REPORT

Management Discussion & analysis report is enclosed at Annexure-B to this report.

CORPORATE GOVERNANCE

A report on Corporate Governance is placed at Annexure-C to this report. Your Company has voluntarily got the Secretarial Audit done for the year 2010-11 as a part of good corporate governance practice and the report of M/s Swamy & Associates, Company Secretaries is placed at Annexure-D to this report.

SECURITIES

The Company's shares are listed in the Stock Exchanges of Bangalore, Mumbai and Chennai. The addresses of the said Stock Exchanges are stated elsewhere in this Annual Report.

ACKNOWLEDGEMENTS

Your Directors place on record their gratitude to the Governments, Financial Institutions and Banks for the assistance, co-operation and encouragement received during the year. For the continuing support of Investors, Dealers, Business Associates and Employees at all levels. Your Directors wish to place on record their sincere appreciation for their unstinting efforts in ensuring excellent performance.

Your Directors also wish to express their appreciation of dedicated efforts in pursuits of excellence put in by the employees at all levels.

For and on behalf of the Board of Directors

SURENDRA BHANDARI SIDHARTH BHANDARI CHAIRMAN MANAGING DIRECTOR

Place: Bangalore Date : 15th July, 2011

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Mar 31, 2010

The Directors take pleasure in presenting the 16th Annual Report ofyour Company together with the Audited Accounts for the year ended 31st March, 2010.

FINANCIAL RESULTS (Rs. In Lakhs)

Particulars 2009-10 2008-09

Sales 480.81 330.47

Other Income 29.04 7.14

Increase/Decrease in Stock 41.16 30.89

Operational Expenses 473.37 349.81

Interest and Financial Charges 3.57 4.34

Profit before Depreciation and Tax 74.07 14.35

Depreciation 38.61 35.34

Profit / (Loss) after Depreciation and Tax 29.64 -22.43



OPERATIONS AND BUSINESS PERFORMANCE

The Company has almost maintained a turnover of Rs.480.81 lakhs during the year 2009-10 as against Rs.330.47 lakhs during the previous year 2008-09. The Export Sales for the year 2009-10 was 38.07 lakhs compared to Rs.39.63 lakhs during the previous year and contributed 7.92 % of the total sales. The Companys net profit for the year 2009-10 was Rs.29.64 lakhs as against loss of Rs.22.43 lakhs in the previous year. The company is competent of achieving more profitability.

DIVIDEND

The Board is unable to recommend any Dividend for the year under review due to accumulated loss of the company.

FINANCE

The Company had paid the entire loan amount of Rs. 3.01 Crorc against settlement during the year 2007-08. However there was further demand of Rs. 6 lakhs towards settlement as per Karnataka State Industrial Investment & Development Corporation Limited, Bangalore. So wc had approached the Honblc High Court of Karnataka and own the case.

DIRECTORS

At the ensuing Annual General Meeting, Mr. K.Raghavcndra Rao, Mr. Joseph Mathai and will retire by rotation and being eligible offer themselves for reappointment.

Mr. Chandcr Mohan Datta resigned with effect from 25th June, 2010 and Mr. Rajib Ghosh Roy was with effect from 1st July, 2010 appointed as an Additional Director of the Company. Consequent to the said appointment, he was also appointed as a Wholctimc Director of the Company designated as Director Operation. In accordance with section 260 of the Companies Act, 1956, Mr. Rajib Ghosh Roy holds office up to the date of the forthcoming Annual General Meeting of the Company. Notice has been received under Section 257 of the Companies Act, 1956 from a shareholder proposing Mr. Roy as a candidate for the office of Director.

DIRECTORS RESPONSIBILITY STATEMENT:

As per the provisions of Section 217(2AA) of the Companies Act 1956, the Directors hereby submit that -

1. The Company had followed all the applicable Accounting Standards and there is no material departure from this in the preparation of the annual accounts ;

2. The Company had selected the normal accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the Profit of the Company for thai period ;

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

4. The Company had prepared the annual accounts on a going concern basis.

DEPOSITS

The Company has not accepted/renewed any deposit from the public during the year under review.

PERSONNEL

No employee of the Company had drawn salary in excess of the limits specified under Section 217(2A) oflhc Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

AUDITORS

M/s Sudhakar Hcgdc & Co., Chartered Accountants, Statutory Auditors, retire at the conclusion oflhc ensuing Annual General Meeting and being eligible offer for reappointment as Statutory Auditors.

M/s Swamy & Associates, Company Secretaries, have been appointed as Secretarial Auditors of the Company for the year 2010-11.

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

The information as required under Section 217(1) (c) of the Companies Act, 1956 is enclosed as Annexurc-A to this report.

MANAGEMENT DISCUSSION & ANALISYS REPORT

Management Discussion & analysis report is enclosed al Anncxurc-B to this report.

CORPORATE GOVERNANCE

A report on Corporate Governance is placed al Anncxurc-C to this report. Your Company has voluntarily got the Secretarial Audit done for the year 2009-10 as a part of good corporate governance practice and the report of M/s Swamy & Associates, Company Secretaries is placed at Anncxure-D lo this report.

SECURITIES

The Companys shares arc listed in the Stock Exchanges of Bangalore, Mumbai and Chcnnai. The addresses of the said Stock Exchanges arc stated elsewhere in this Annual Report.

ACKNOWLEDGEMENTS

Your Directors place on record their gratitude lo the Governments. financial Institutions and Banks for the assistance, co-operation and encouragement received during the year, lor the continuing support of Investors, Dealers, Business Associates and Employees at all levels. Your Directors wish to place on record their sincere appreciation for their unstinting efforts in ensuring excellent performance.

Your Directors also wish to express their appreciation of dedicated efforts in pursuits of excellence put in by the employees at all levels. For and on behalf of the Board of Directors SURENDRA BHANDARI SIDHARTH BHANDARI CHAIRMAN MANAGING DIRECTOR Place : Bangalore Date : 31s" July 2010