Directors Report of KEW Industries Ltd.

Mar 31, 2013

TO SHAREHOLDERS

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

FINANCIAL & OPERATIONAL REVIEW

The year under review passed through the recessionary period and the overall industry could not perform well. Your Company also could not deliver the expected performance in the year under report due to recession prevailed in the economy especially in the auto segment. The OEM''s have not off taken their material as per their delivery schedule. The Sales of the company have declined from Rs. 5082.44 Lacs to Rs. 3586.87 Lacs as compared to the previous year which has further affected the profitability as well as financial parameters. Further pleased to mention that the company has been able to procure good orders from Ministry of Defence for the current financial year and your directors are quite confident to give you better performance in the current financial year.

Your directors are concentrating on the other sectors also to explore the business opportunities.

(In Rs. Lacs)

Particulars Year Ended Year Ended 31.03.2013 31.03.2012

Total Income 3586.87 5082.44

Profit before Depreciation 738.69 806.33 & Interest

Depreciation 357.57 346.53

Interest 363.96 423.24

Profit before tax 17.16 36.56

Profit after tax 13.81 25.32



DIVIDEND

As is evident from the financial results, the company needs to conserve its resources for future working. Hence, your directors do not recommend any dividend on equity shares for the year ended 31st March, 2013.

DIRECTORS

Group Captain M.K.Labroo (Retd.), Director of the Company retires by rotation at the ensuing Annual General Meeting. Meanwhile, he does not offer himself for re-appointment.

The Company has received confirmation from all the Directors that none of the directors is disqualified for being appointed as director, pursuant to the provisions of section 274(1) (g) of the companies Act 1956.

Further, there has been a change in the Board of Directors during the year under review. There is an appointment of additional director named Sh. Varun Bahri on 8th February, 2013 and he holds office as such upto the date of Annual General Meeting. The approval of Members is required for his appointment as a Director of the Company.

Therefore, the Board recommends the appointment of Sh. Varun Bahri as Director of the Company and places this resolution before the members for their approval.

PUBLIC DEPOSITS

The Company has not accepted any deposits during the year under review.

AUDITORS

The auditors of the Company, M/s Brij Aggarwal & Associates, Chartered Accountants, Jalandhar, retire at the conclusion of this Annual General Meeting and are eligible for reappointment. They have furnished a certificate to the effect that the re-appointment if made shall be in accordance with Section 224(1 B) of the Companies Act, 1956.

The Audit Committee has recommended their re-appointment.

AUDITOR''S REPORT

As regards Auditor''s observation, the relevant notes on the accounts are self- explanatory and therefore do not call for any further comments.

LISTING OF SHARES

The Company''s shares are presently listed on the Bombay Stock Exchange Limited, Mumbai (BSE). CORPORATE GOVERNANCE In terms of Clause 49 of the Listing Agreement with the Stock Exchanges, a Corporate Governance Report is made part of this Annual Report. In compliance with Section 292A of the Companies Act, 1956 and with the Listing Agreement, an Audit Committee consisting of three independent directors has been constituted. The Company has also a Shareholder''s Grievance Committee consisting of three independent directors.

A Certificate from Statutory Auditors of the Company regarding compliance of the conditions stipulated for Corporate Governance under Clause 49 of the Listing Agreement is attached to this report. DIRECTORS RESPONSIBILTY STATEMENT Pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956 the Directors confirm: i. That in preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures. ii. That the Board of 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 31s1 March, 2013 and other Statements of Accounts of the Company for the year ended 31st March, 2013. iii. That the Board of Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 in safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities. iv. That the Directors have prepared the annual accounts on going concern basis.

Regarding Auditor''s qualification in respect of default in repayment of dues to Punjab Financial Corporation, correspndence are being exchanged with the PFC to settle the dues under OTS. We inform that PFC has charged higher rate of interest during the past years. Now as per the OTS policy of the Corporation, the Company expects to get waiver/benefit of higher interest already paid. The Company is following up with PFC in this regard.

CONSERVATION OF ENERGY. TECHNO-LOGY ABSORPTION. FOREIGN EXCHANGE EARNING AND OUTGO

Information as per Section 217(1) (e), read with Companies (Disclosure of Particulars in the report of Board of Directors) Rules, 1988 have been given, as it is applicable to the Company. The foreign exchange earnings and outgo during the year under review is NIL.

PARTICULARS OF EMPLOYEES U/S 217(2A) OF THE COMPANIES ACT. 1956

There was no employee who falls under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) (Amendment) Rules, 2002.

PERSONNEL

The Management-Employees relations remained very cordial throughout the year. Your Directors wish to place on record their appreciation of sincere and devoted services rendered by all the workers and staff at all levels.

ACKNOWLEDGEMENTS

Your Directors acknowledge with gratitude, the continuing co-operation and assistance rendered by Financial Institutions, Banks, Government Agencies, Suppliers and other organization in the working of the Company. BY ORDER OF THE BOARD

DATED: 27.05.2013 (MUKESH JUNEJA)

PLACE: JALANDHAR (Chairman-Cum- Managing Director)

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Mar 31, 2012

TO SHAREHOLDERS

The Directors have pleasure in presenting the Sixteenth Annual Report together with the Audited Accounts of the company for the year ended 31st March, 2012

FINANCIAL PERFORMANCE

(Rs. in Lac)

Sr. No. Particulars 31.03.2012 31.03.2011

1. Sales/Other income 5082.44 10638.95

2. Profit before Depreciation 806.33 846.52 & Interest

3. Depreciation 346.53 324.40

4. Interest 423.24 408.56

5. Profit before Tax 36.56 113.56

6. Profit after Tax 25.32 77.37

The year under report was really a competitive and recessionary period for the company. As evident, the sales of the company has declined as compared to previous year. This decline is mainly attributed to recession in the auto segment and procedural delay in the finalization of orders by Govt. Department. Inspite of the decline in sale, the PBIDT viz-a-viz total sales has gone up from 7.96% in 2011 to 15.86% in 2012 due to value addition. However the company is quite hopeful to achieve the better results in the current and coming years.

Your Directors are planning continuously to increase the market share of company. They are making sincere efforts to improve the performance of the company in the months to come and are looking forward positively.

DIVIDEND

As is evident from the financial results, the company needs to conserve its resource for future working. Hence, your directors do not recommend any dividend on equity shares for the year ended 31 st March, 2012.

DIRECTORS

In accordance with Articles of Association of the company , Group Cap M.K. Labroo, Director retires by rotation at the forthcoming Annual General Meeting and being eligible offers himself for reappointment. Sh. Harbhajan Singh joined the Board as Additional Director on 11th August, 2012 in terms of Section 260 of the Companies Act, 1956 , he holds office upto the date of this Annual General Meeting. The details required under Clause 49 of the Listing Agreement regarding the above Directors is published as a part of the Notice calling the Annual General Meeting.

Sh. Amarjit Singh Gogna submitted his resignation to the Board on 30th July, 2012 which was duly accepted by the Board of Directors in their meeeting held on 11th August, 2012. Accordingly he was relieved from his duties w.e.f. 11th August, 2012.

AUDITORS

M/s. Brij Aggarwal & Associates, Chartered Accountants retire as Auditors of the company at the forthcoming Annual General Meeting and are eligible for re-appointment.

The company has received confirmation that their appointment, if made, will be within the limits prescribed under Section 224(1 B) of the Companies Act, 1956.

The Directors recommend that M/s Brij Aggarwal & Associates, be appointed as the company's auditors to hold office until the conclusion of the next Annual General Meeting.

COMMENTS ON AUDITORS QUALIFICATIONS

Point wise reply of Auditors' Objections in Auditors Report:

4(vii) (a) The Company has availed loan from L & T Finance Limited and was regularly paying the dues. Major part of the loan has already been repaid. The L & T has charged higher rate of interest (including penal) and reconciliation is pending due to non providing of statement by L & T. The Company has proposed to settle its dues with L & T Finance Limited and ask for statement of account for reconciliation and confirmation.

4 (vii) (b): The Management of the company is willing to settle its account with Punjab Financial Corporation under One Time Settlement Scheme Policy which is being awaited. Once the policy is announced by the State Government, the company shall clear all the dues. In our opinion, the company has paid the huge amount in excess of loan amount which has been adjusted towards penal interest, & L.D. Under the proposed One Time Settlement , the entire penal interest and L.D is likely to be waived.

LISTING OF SHARES

The Company's shares are presently listed on the Bombay Stock Exchange Limited, Mumbai (BSE).

CORPORATE GOVERNANCE

In terms of Clause 49 of the Listing Agreement with the Stock Exchanges a Corporate governance Report is made part of this Annual Report. In compliance with Section 292A of the Companies Act, 1956 and with the Listing Agreement , an Audit Committee consisting of three independent directors has been constituted. The company has also a Shareholders' Grievance Committee consisting of three independent directors.

A certificate from Statutory Auditors of the company regarding compliance of the conditions stipulated for Corporate Governance under Clause 49 of the Listing agreement is attached to this report.

The declaration by Managing Director addressed to the members of the company pursuant to Clause 49 of the Listing Agreement regarding adherence to the Code of Conduct by the members of the Board and by the members of the Senior Management Personnel of the company is also attached to this report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required under the Listing Agreement, Management Discussion and Analysis Report is attached to this report.

DEPOSITS

No deposits were invited/accepted by the company during the year ended 31 st March , 2012.

PERSONNEL

There are no employees covered under the disclosure requirements as required by the provisions of Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employee) Rules, 1975 as amended.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

The information required under Section 217 (1) (e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, is given below:

A) Conservation of Energy.

The power and fuel expenses during the year have been at Rs. 6409503 /- as against the last year of Rs. 8938602.65

B) Technology absorption, Adaptation & Innovation.

The company is sincerely and continuously involved in innovation and new technology absorption at all levels.

C) Foreign exchange earning & outgo (Rs. in Lac):

No Foreign Exchange earnings and outgo were there during the year under review.

DIRECTORS' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief , and according to the information and explanations obtained by them , your Directors make the following statements in terms of Section 217 (2AA) of the Companies Act, 1956.

a) In the preparation of the annual accounts for the year ended 31st March, 2012, the applicable accounting standards have been followed and that there are no material departures;

b) That appropriate accounting policies have been selected and applied consistently and judgments and estimates that are reasonable and prudent have been made so as to give a true and fair view of the state of affairs as at March 31,2012 and of the net profit earned by the Company for financial period ended March 31,2012.

c) They have taken proper and sufficient care, to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) The annual accounts have been on a going concern basis.

ACKNOWLEDGMENT

Your Directors place on record their appreciation for the confidence reposed and continued support extended by its customers, suppliers , bankers , shareholders and all other business constituents.

Your Board would like to place on record , its sincere appreciation to the employees for having played a very significant role in the company's operation till date.

For and on behalf of the

Board of Directors

Dated : 11th August, 2012 (Mukesh Juneja)

Place : Jalandhar (Chairman-Cum-

Managing Director)

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Mar 31, 2011

Dear Members,

The Directors have pleasure in presenting the FIFTEENTH Annual Report on the Affairs of the company for the year ended 31st March, 2011

FINANCIAL PERFORMANCE

The company's financial performance during the year ended 31st March, 2011 is given below:

(Rs. in Lac)

Sr.No. Particulars 31.03.2011 31.03.2010

1. Sales/Other Income 10638.95 6484.25

2. profit before Depreciation & Financial Expenses 873.48 832.52

3. Depreciation 324.40 296.67

4. Financial Expenses 432.52 335.23

5. Profit before Tax 113.56 200.61

6. Profit after Tax 77.37 170.32

Your directors hereby report that the company has been able to increase its sales during the year under report. But due to increase in manufacturing expenses and hike in prices of raw material, profits of the company have reduced.

Your directors are hopeful that the company will do better in the years to come.

DIVIDEND

Keeping in view the future growth prospects of the company, your directors regret their inability to recommend any dividend on equity shares for the year ended 31st March, 2011.

DIRECTORS

Sh. Sushil Kumar Sharma, Director retires by rotation and being eligible offers himself for reappointment. As required under Clause 49 of the Listing Agreement, details of his expertise is detailed in Notice of the Annual General Meeting.

Sh. Sunil Kumar Sharma submitted his resignation vide letter dated 28th January, 2011. His resignation was accepted by the Board of Directors in its meeting held on 12th February, 2011. The Board takes on record appreciation of contribution made by him during his association with the company.

LISTING OF SHARES

The Company's shares are presently listed on the Bombay Stock Exchange Limited, Mumbai (BSE) and the Annual Listing fees for the year 2011-2012 has been paid to it.

CORPORATE GOVERNANCE

Report on Corporate Governance along with the certificate of the Auditors, M/s Brij Aggarwal & Associates, confirming compliance of conditions of

Corporate Governance as stipulated under Clause 49 of the Listing Agreement, forms part of the Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report, as required under the Listing Agreement with the Stock Exchange, is enclosed as Annexure-A to this Report.

DEPOSITS

The company has not invited/accepted any deposits during the year ended 31st March, 2011.

AUDITORS

The Auditor M/s. Brij Aggarwal & Associates, Chartered Accountants retire at the conclusion of this Annual General Meeting and being eligible offer themselves for reappointment. They have furnished a certificate to the effect that the reappointment if made will be in accordance with sub section (IB) of Section 224 of the Companies Act, 1956

COMMENTS ON AUDITORS QUALIFICATIONS

Point wise reply of Auditors' Objections in Auditors Report:

4(vii)(a) Number of items used in respect of trading and consumed in manufacturing process can not be distinguished precisely. Due to peculiar nature of business, specific record can not be maintained separately. Otherwise the company is maintaining all the applicable records.

4(vii) (b) The company has actively pursued with L&T Finance for confirmation and reconciliation. However, no reply has been received from L&T Finance Limited.

4(vii)(c ) The company has submitted proposal for one time settlement with Punjab Financial Corporation, which is yet to be disposed off by the Institution. Thus no confirmation was received by the company.

4(vii)(e) Periodic reconciliation with parties is being made. Specific Balance confirmations from certain parties were not received for the period ending 31 st March 2011.

Point No. V of Annexure): The company is maintaining register u/s 301 of the Companies Act, 1956. However there were no entries to be recoded as applicable during the year.

Point No. XI of Annexure : As submitted in reply to point no. 4 (vii) (c ) , the company is yet to receive any reply for the one time settlement proposal presented to Punjab Financial Corporation. Thus no other record than the said proposal is available with company.

WITHDRAWL OF PREFERENTIAL ALLOTMENT OF EQUITY SHARES/WARRANTS

The Company passed special resolutions for preferential issue of equity shares and convertible warrants in Extra Ordinary General Meeting held on 20th June, 2011 duly complying with all the procedural formalities as prescribed under Companies Act, 1956 as well as SEBI Guidelines. IN PRINCIPAL APPROVAL for issue of 30,00,000 equity shares of Rs. 10/-each at a premium of Re. 1/-per equity share & 2,10,00,000 warrants convertible into 2,10,00,000 equity shares of Rs. 10/-each at a premium of Re. 1/ - per equity shares on a preferential basis in terms of Clause 24(a) of the Listing Agreement was received Vide BSE's letter No. DCS/Pref/PB/PRE/300/1112 dt. 6th July, 2011. But, due to non receipt of funds from the proposed allottees, the company was unable to allot the shares and warrants within time limit prescribed under Regulation 74(1) of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009.

As per SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009, if a company fails to issue securities within the prescribed time period, the resolution expires.

This is for the information of all concerned that said resolution has no relevance at this time.

PARTICULARS OF EMPLOYEES U/S 217 (2A) OF THE COMPANIES ACT, 1956

As required under Section 217(2A) of the Companies Act, 1956 and Rules framed there under, read with Companies (Particulars of Employees) Rules 1975 the particulars of employees may be treated as NIL.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUT GO

Particulars in respect of conservation of energy and technology absorption and foreign exchange earnings and out go as required under section 217(1) (e) of the Companies Act. 1956 are provided as under:

A) Conservation of Energy.

The power and fuel expenses during the year have been at Rs. 8938602.65/- as against the last year of Rs. 5858659/-

B) Technology absorption, Adaptation & Innovation. The company is earnestly committed to the process involving industry knowledge, training and adoption.

DIRECTORS' RESPONSIBILITY STATEMENT

In terms of provisions of Section 217(2AA) of the Companies Act, 1956, your Directors' confirm that:

1. in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;

2. that appropriate accounting policies have been selected and applied consistently and judgments and estimates that are reasonable and prudent have been made so as to give a true and fair view of the state of affairs as at March 31,2011 and of the net profit earned by the Company for financial period ended March 31, 2011.

3. they have taken proper and sufficient care, to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. they have prepared the annual accounts on a going concern basis.

ACKNOWLEDGMENT

Your Directors take this opportunity to thank all the stakeholders, including bankers, employees, and other business associates, who have extended their valuable sustained support and encouragement. The Directors look forward to their continued support and understanding in years to come. Your directors would also like to thank shareholders of the company for the confidence they reposed in us.

For and on behalf of the

Board of Directors

Dated : 11th August, 2011 (Mukesh Juneja)

Place : Jalandhar (Chairman-Cum-Managing Director)

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Mar 31, 2010

The Directors are pleased to present the 14th Annual Report and the Audited Statement of Accounts for the year ended 31 st March, 2010

FINANCIAL RESULTS

Sr.No. Particulars 31.03.2010 31.03.2009 (Rs. in Lac) (Rs. in Lac)

1. Sales/Other Income 6484.25 5701.18

2. Profit before Depreciation & Financial Expenses 832.52 739.81

3. Depreciation 296.68 261.68

4. Financial Expenses 335.23 293.07

5. Profit before Tax 200.61 185.06

6. Profit after Tax 170.32 125.56

The year under review witnessed unprecedented fluctuations in raw material cost, availability of labour at certain wages and uninterrupted power supply.

Your directors hereby report that the sales realizations have increased during the year under review. This has been mainly due to heavy orders received from the Ministry of Defence by the Company.

There has been increase in depreciation due to addition in Plant & Machinery and some of the official infrastructural facilities. The amount of interest paid on loans has also increased. However, the company has managed to earn profits aftertax of Rs. 170.32 lac as compared to Rs.125.56 Lac earned during the last financial year.

Your directors are confident that the companys financial position will improve a lot in the time to come.

DIVIDEND

In view of marginal profits earned by the company and keeping in view future growth of the Company, your directors regret their inability to recommend any dividend for the year ended on 31 st March, 2010.

FIXED DEPOSITS

The company has not accepted any deposits during the year ended 31 st March,2010 under Section 58A and 58AA of the Companies Act, 1956 read with Companies (Acceptance of Deposit) Rules.

DIRECTORS

Sh. Amit Khanna, Director retires by rotation and being eligible offers himself for reappointment. Details of his expertise and directorship/committee memberships held by him is given in Notice of the Annual General Meeting.

Sh. Sunil Kumar Sharma was appointed as Additional Director on the Board of the Company w.e.f. 14th May 2010. The term of Sh. Sunil Kumar Sharma shall be up to the conclusion of next Annual General Meeting. The Company has received a notice under Section 257 of the Companies Act, 1956 from a member signifying his intention to propose Sh. Sunil Kumar Sharma as Director of the company.

Sh. Iqbal Singh Gumber, Director, had resigned on 22nd March, 2010 from Directorship of the Company due to his personal commitments. Your Board recorded its gratitude for the guidance and counsel provided by Sh. Iqbal Singh Gumber during his tenure as Director and accepted his resignation in its meeting held on 12th August, 2010.

AUDITORS

The Auditor M/s. Brij Aggarwal & Associates, Chartered Accountants retire at the conclusion of this Annual General Meeting and being eligible offer themselves for reappointment. They have furnished a certificate to the effect that the reappointment if made will be in accordance with sub section (IB) of Section 224 of the Companies Act, 1956

LISTING OF SHARES

The Companys shares are presently listed on the Bombay Stock Exchange Limited, Mumbai (BSE) and the Annual Listing fees for the year 2010-2011 has been paid to it.

CORPORATE GOVERNANCE

A separate report on Corporate Governance forms a part of the Annual Report along with the Auditors Certificate on Compliance.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUT GO

Particulars in respect of conservation of energy and technology absorption and foreign exchange earnings and out go as required under section 217(1) (e) of the Companies Act. 1956 are provided as under:

A) Conservation of Energy.

The power and fuel expenses during the year have been at Rs. 5858659/- as against the last yearofRs.7523955/-.

B) Technology absorption, Adaptation & Innovation.

The company is committed to the process involving industry knowledge, training and adoption.

C) Foreign exchange earning & outgo (Rs. in Lac):

Foreign Exchange earnings: 12.26 Lacs

Foreign Exchange Out go : NIL.

DIRECTORS RESPONSIBILITY STATEMENT

Pu rsuant to Section 217(2AA) of the Companies Act, 1956, the Directors confirm that:

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

ii) that appropriate accounting policies have been selected and applied consistently and judgments and estimates that are reasonable and prudent have been made so as to give a true and fair view of the state of affairs as at March 31, 2010 and of the net profit earned by the Company for financial period ended March 31,2010.

iii) they have taken proper and sufficient care, to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

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

PARTICULARS OF EMPLOYEES U/S 217 (2A) OF THE COMPANIES ACT, 1956

In terms of provisions of Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules 1975 the particulars of employees may be treated as NIL.

COMMENTS ON AUDITORS QUALIFICATIONS

The loan repayment ot PFC has been rescheduled and necessary accounting entries has been made in the current Financial Year. The Company has sought waiver of interest from L & T Finance Limited and accordingly account will be reconciled. The company is maintaining register and details under section 301 (3) of the Companies Act, 1956 have been duly entered. As there were no transactions falling within the perview of Section 297 or Section 299 during the year, no entries were required to be made in the register maintained for the purpose.

ACKNOWLEDGMENT

Your Directors wish to place on record their appreciation of the support which the Company has received form its promoters , lenders, business associates including distributors, vendors and customers of the company. They further take this opportunity to place on record their warm appreciation for the invaluable contribution made and the spirit of dedication shown by the employees at all levels during the financial year 2009-2010. The Directors also express their deep gratitude for continued support extended by the shareholders during the year.

For and on behalf of the Board of Directors

Dated :2nd September 2010 (Mukesh Juneja) Place: Jalandhar (Managing Director)