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A Oneindia Venture

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Directors Report of Precision Wires India Ltd.

Mar 31, 2025

Your Directors have pleasure in presenting the Thirty Sixth (36^th) Directors'' Report of your Company along with Audited
Financial Statements for the financial year ended 31^st March, 2025.

1. FINANCIAL RESULTS:

Particulars		2024-25	2023-24
Revenue from operations (including GST)		498518.58	409385.62
Less: GST		97035.44	79216.51
Revenue from operations(Net)		401483.14	330169.11
Operating Profit		16586.90	13402.28
Add: OtherIncome		2078.93	1930.95
Profit before Financial Charges, Depreciation &Taxes		18665.82	15333.23
Financial Charges		4665.84	3713.26
Depreciation		1962.95	1739.55
Profit before Taxes & Extra-ordinary Items		12037.03	9880.42
Extra-ordinary Items		-	-
Profit before Taxes		12037.03	9880.42
Less: ProvisionforTax		3033.02	2595.04
ProfitafterTax		9004.01	7285.38
Other Comprehensive Income (net oftaxes)		(58.95)	42.97
Total Comprehensive Income forthe period		8945.06	7328.35
Add: Balance brought forward from lastAccount		5230.55	5617.33
Balance available: (A)		14175.61	12945.68
Which the Board ofDirectors have appropriated as under:
(i) Transferto General Reserve		-	6000.00
(ii) (a) Dividend paidforF.Y.2022-23
- Final Dividend @ 36% (onRe.1/-per Share)			643.18
(b) Dividend paid for F.Y. 2023-24
- 1^st Interim Dividend @ 30% (onRe.1/- per Share)	535.98
- 2^ndInterim Dividend@30%(onRe.1/-perShare)	535.97		1071.95
- Final Dividend @ 45% (onRe.1/-per Share)		803.96
(c) Dividend paid for F.Y. 2024-25
- 1^st I nterim Dividend @ 35% (onRe.1/- per Share)	625.30
- 2^ndInterim Dividend@30%(onRe.1/-perShare)	535.98	1161.28
The Board ofDirectorshasrecommended Final Dividend @50% i.e. Rs.0.50fortheyearunderreview, subjecttoapproval by Members.
SubTotalofabove: (B)		1965.24	7715.13
Balance carried forward in Profit & LossA/c (A-B)		12210.37	5230.55

2. DIVIDENDAND RESERVE:

Your Directors'' are pleased to recommend a Final Dividend of Rs. 0.50 per share (50%) per equity share of face value of
Re. 1/- each for the year ended 31^st March, 2025, subject to the approval of Members at the ensuing Annual General
Meeting (AGM) ofthe Company.

1^st Interim Dividend at the rate of Rs. 0.35 (35%) each per equity share and 2^nd Interim Dividend at the rate of Rs. 0.30
(30%) for the year was recommended at the Board Meetings held on 11^th November, 2024 and 12^h February, 2025 paid
in November, 2024 and February, 2025 respectively.

In view of the changes made under the Income-tax Act, 1961, by the Finance Act, 2020, dividends paid or distributed by
the Company shall be taxable in the hands ofthe Shareholders. The Company shall, accordingly, make the payment of
the final dividend after deduction of tax at source.

The dividend recommended is in accordance with the Dividend Distribution Policy of the Company. The Dividend
Distribution Policy, in terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 ("Listing Regulations")is available on the Company''s website:
https://precisionwires.in/policies/.

Share Capital

The authorized share capital of the Company stands at Rs. 25,00,00,000/- divided into 22,00,00,000 equity shares of
Re. 1/- each and 3,00,00,000 Un-classified Shares of Re. 1/- each.

The paid-up share capital of the Company stands at Rs. 17,86,57,975/- divided into 17,86,57,975 equity shares of
Re. 1/- each.

Transferto Reserve:

No Amount was transferred to General Reserve during the Financial Year ended 2024-25.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

In accordance with the applicable provisions of Companies Act, 2013 read with Investor Education and Protection Fund
(Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules"), all unclaimed dividends are required to be
transferred by the Company to the IEPF, after completion of seven (7) years. Further, according to IEPF Rules, the
shares on which dividend has not been claimed by the shareholders for seven (7) consecutive years or more shall be
transferred to the demat account of the IEPF Authority. The details relating to amount of dividend transferred to the IEPF
and corresponding shares on which dividends were unclaimed for seven (7) consecutive years, are provided on the
website of the Company www.precisionwires.in.

3 OPERATIONS:

I. Production & Sales:

During the year under review there was normalcy in terms of Production and Sales. Our Production, Sales, and
Revenue from Operations were higher compared to the preceding year, reflecting consistent operational
performance and market demand.

The Company made suitable arrangements with indigenous producers and also supplemented with imports to
ensure an uninterrupted supply of copper during the year. Efforts are ongoing to proactively tie up copper supplies
for FY 2025-26, given the expected supply constraints in the domestic market.

The year also saw inflationary pressures, driven by rising costs of chemicals, varnishes, salaries and wages, export
freight, and power tariffs in our area. Despite these challenges and a high interest rate regime, your Company
continued to discharge all its financial and operational commitments on time, without delays or defaults.

The domestic demand remained stable, even amidst geopolitical uncertainties such as the Ukraine and Middle East
conflicts, and volatility after the US Presidential election.

Looking ahead to FY 2025-26, macroeconomic conditions are expected to remain challenging due to heightened
global tensions (Ukraine/Middle East, India-Pakistan, US-China), a reset in global trade dynamics, and fluctuating
raw material prices and exchange rates.

II. Exports:

Exports were satisfactory during the year, despite facing stiff competition and tariff discrimination in international
markets.

The Company managed to maintain export volumes and performance, supported by a steady demand in key
overseas markets. Despite the complex global environment, export demand remained stable, contributing to the
Company''s balanced revenue mix.

III. Copper Price:

There was notable volatility in copper prices and exchange rates during the year under review:

â¢ In terms of USD per MT, the average copper price increased by approximately 13% compared to FY 2023-24.

â¢ The Indian Rupee weakened by around 2% on average during the year.

As a matter of policy and risk mitigation, the Company continued to follow a strategy of back-to-back transactionsÂ¬
purchasing copper against confirmed sales orders to minimize exposure to market fluctuations.

On the supply side, the Tuticorin smelter of Vedanta Limited, a key supplier, remained shut throughout the year.
Hindalco Industries Limited (Birla Copper), India''s principal producer of copper cathodes and rods, operated at
high-capacity levels, though their supply may still fall short of the growing domestic demand.

Copper supply remains tight globally, and while Kutch Copper Limited (Adani Group) was expected to begin
production in Q1 of FY 2024-25, the project has been substantially delayed and is now likely to commence regular
operations in FY 2025-26, with full stabilization taking time.

Additionally, the Bureau of Indian Standards (BIS) introduced Quality Control Orders (QCOs) on critical raw
materials like Copper Wire Rods and Cathodes, which has added complexity to the procurement and supply chain
processes.

IV. Expansion: Status of Projects

a. Completion of 9000 MT/Year Expansion/Modernisation at Silvassa works (Feb 2022 Board Approval)

The Expansion/Modernisation at Silvassa Works, with an additional capacity of 9000 MT per year of Winding
Wires made of Copper of various types was successfully completed during April-June 2024, marking a
significant milestone in the company''s growth and modernization efforts.

b. Ongoing 6000 MT/Year Expansion/Modernisation at Silvassa works (Feb 2024 Board Approval)

A further Expansion/Modernisation of 6000 MT per year of Winding Wires made of Copper of various types
was approved in the February 2024 Board Meeting. The project implementation is currently under progress,
with several machines already delivered. The Company is actively working on the execution phase, and the
project is expected to be fully completed by the end of Q2 FY 2025-26.

c. Proposed 6700 MT/Year Expansion Expansion/Modernisation at Silvassa works (Aug/Nov 2024 Board
Approval)

In the August/November, 2024 Board Meeting, a new Expansion/Modernisation project at Silvassa was
approved with an capacity of 6700 MT per year of Winding Wires made of Copper of various types. Most of the
equipment has already been ordered. Additionally, Civil Work for the expansion is under progress. The project
is projected to be completed by the end of Q1 FY 2026-27.

d. Proposed Project related to the recycling of Copper Waste and Scrap/Refining of Copper at Zaroli
(March, 2025 Board Meeting)

Keeping in mind the strategic benefits, environmental sustainability and economic viability, the Company has
recently decided to execute a project at Village Zaroli, Gujarat for Recycling of Copper Waste and
Scrap/Refining of Copper for the manufacture of Copper Cathodes. The Board of Directors authorised
Investment of approx. Rs. 188 Crore (excluding Land) for the said Project.

The Board of Directors at the meeting held on 08^th February, 2024, decided to start manufacturing Copper
Rods from Copper Cathodes in Gujarat.

The Copper Cathodes produced from above mentioned Recycling/Refining project, will be available from FY
2026-27 onwards and will be internally used for manufacture of Copper Wire Rods.

Copper Wire Rods are our primary raw material for the manufacture of Winding Wires made of Copper.

V. Financial Performance (All figures in Rs. Lakhs except ratio)

(Figures of preceding year in brackets)

â¢ Total Revenue from Operations (Net of Taxes): Rs. 4,01,483 lakhs (Rs. 3,30,169 lakhs)

â¢ Profit Before Depreciation, Interest, and Tax (PBDIT): Rs. 18,666 lakhs (Rs. 15,333 lakhs)

â¢ Finance Cost: Rs. 4,666 lakhs (Rs. 3,713 lakhs)

â¢ Depreciation: Rs. 1,963 lakhs (Rs. 1,739 lakhs)

â¢ Profit Before Tax (PBT): Rs. 12,037 lakhs (Rs. 9,880 lakhs)

â¢ Provision for Tax: Rs. 3,033 lakhs (Rs. 2,595 lakhs)

â¢ Profit After Tax (PAT): Rs. 9,004 lakhs (Rs. 7,285 lakhs)

â¢ Other Equity (Excluding Revaluation Reserve): Rs. 55,837 lakhs (Rs. 48,857 lakhs)

â¢ Current Ratio: 1.60 (1.71)

â¢ Debt-to-Equity Ratio: 0.11 (0.19)

4. NUMBER OF BOARD MEETINGS HELD:

During the year under review, 5(Five) meetings of the Board of Directors were held as under:

18^th May, 2024, 10^th August, 2024, 11^th November, 2024, 12^th February, 2025 and 22^nd March, 2025.

The maximum interval between any two meetings did not exceed 120 days, as prescribed under the Act and the SEBI
Listing Regulations. The details of the meetings and attendance of Directors are furnished in the Corporate Governance
Report which forms part ofthisAnnual Report.

Further, during the year, a separate meeting of the Independent Directors of the Company was held on 12^h February,
2025 to discuss and review the performance of all other non-Independent Directors, Chairperson of the Company and
the Board as a whole and for reviewing and assessing the matters as prescribed under Schedule IV of the Companies
Act, 2013and under Regulation25(4) ofSEBI (Listing Obligationsand Disclosure Requirements) Regulations, 2015.

5. DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013, Directors of your Company hereby state and confirm
that:

a) In the preparation of theAnnual Accounts for the year ended 31^st March, 2025, the applicable Accounting Standards
have been followed along with proper explanation relating to material departures;

b) they have selected such accounting policies and applied them consistently and made judgments and estimates that
are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the
Financial Year and ofthe Profit ofthe Company for the same period;

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

d) they have prepared the Annual Accounts on a going concern basis;

e) they have laid down internal financial controls in the Company that are adequate and were operating effectively.

f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and these are
adequate and are operating effectively.

6. DECLARATION BY THE INDEPENDENT DIRECTORS:

The Independent Directors ofthe Company have submitted the declaration of Independence as required under Section
149(7) ofthe Act, confirming that they meet the criteria of independence under Section 149(6) ofthe Act, and Regulation
16 (1)(b) ofthe Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015
(Listing Regulations).

7. NOMINATION AND REMUNERATION POLICY:

The inter alia, provides that the Nomination and Remuneration Committee shall, formulate the criteria for Board
membership, including the appropriate mix of Executive& Non-Executive Directors, Board Diversity and approve and
recommend compensation packages and policies for Directors and Senior Management and lay down the effective
manner of performance evaluation ofthe Board, its Committees and the Directors and such other matters as provided
under Section 178 oftheAct and Listing Regulations.

The Company affirm that, the remuneration paid to the Directors, Key Managerial Personnel and Senior Management is
in accordance with the Nomination and Remuneration Policy formulated in accordance with Section 178 ofthe Act and
Regulation 19 read with Schedule II ofthe SEBI Listing Regulations.

The salient features of the Nomination and Remuneration Policy of the Company are outlined in the Corporate
Governance Report which forms part ofthisAnnual Report. The Policy is also available on the website ofthe Company
www.precisionwires.in.

8. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

DIRECTORS:

During the financial year 2024-25, following changes has taken place on the Board of Directors ofthe Company :

a. Shri Milan M. Mehta has been re-appointed as a Managing Director in the Board Meeting held on 08^h February,
2024 for a period of three years starting from 01^st April, 2024 and subsequently confirmed by the members of the
Company by way of postal ballot on 15^th April, 2024.

b. Shri Manoj Lekhrajani, has been appointed as a Non-Executive Independent Director of the Company on 06^hMarch, 2024 and subsequently confirmed by the members ofthe Company through postal ballot on 15^h April, 2024.

c. Shri Sanjay Singhvi, was appointed as Additional Executive Director on the Board Meeting held on 10^th August,
2024 and the appointment was subsequently confirmed by the members of the Company through postal ballot on
12^th September, 2024.

d. The term of Shri Pradip Roy, Non-Executive Independent Director, ended in the last 3S^h Annual General Meeting of
the Company.

e. Shri Mahendra Mehta, Chairman and Executive Director of the Company resigned w.e.f. 01^st October, 2024. He has
been appointed as Chairman Emeritusw.e.f. 01^st October, 2024.

f. Shri Milan M. Mehta, was re-designated as Chairman and Managing Director and Shri Deepak M. Mehta was reÂ¬
designated as Vice Chairman and Whole-Time Director w.e.f. 01^st October, 2024.

KEY MANEGERIAL PERSONNEL (KMP):

During the Financial year 2024-25 below person were acting as Key Managerial personnel ofthe Company:

a. Shri Milan M. Mehta - Chairman and Managing Director

b. Shri Deepak M. Mehta - Vice Chairman and Whole-Time Director

c. Shri Sanjay Singhvi - Executive Director

d. Shri Mohandas Pai - Chief Financial Officer

e. Smt. Deepika Pandey - Company Secretary and Compliance Officer

9. DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS:

The Company has, inter alia, received the following declarations from all the Independent Directors as prescribed under
sub-section (6) of Section 149 ofthe CompaniesAct, 2013 and under Regulation 16(1 )(b) read with Regulation 25 ofthe
SEBI (LODR), Regulations, 2015 confirming that:

a. they meet the criteria of independence as prescribed under the provisions of the Act, read with Schedule IV and
Rules issued thereunder, and the Listing Regulations. There has been no change in the circumstances affecting
their status as Independent Directors ofthe Company;

b. they have complied with the Code for Independent Directors prescribed under Schedule IV to the Act; and

c. they have registered themselves with the Independent Director''s Database maintained by the Indian Institute of
Corporate Affairs and have qualified the online proficiency self-assessment test or are exempted from passing the
test as required in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and
Qualifications of Directors) Rules, 2014.

d. they had no pecuniary relationship or transactions with the Company, other than sitting fees, commission and
reimbursement of expenses incurred by them for the purpose of attending meetings of the Board of Directors and
Committee(s). The Board of Directors of the Company has taken on record the declaration and confirmation
submitted by the Independent Directors after undertaking due assessment ofthe veracity ofthe same.

10. COMPLIANCE WITH SECRETARIAL STANDARD ON BOARD AND GENERAL MEETINGS:

Pursuant to the provisions of Section 118 ofthe Act, the Company has complied with all the applicable provisions ofthe
Secretarial Standard - 1 and Secretarial Standard - 2 relating to ''Meetings of the Board of Directors'' and ''General
Meetings'' respectively

11. AUDITOR:

a. StatutoryAuditor

M/s S.R. Divatia & Company, Chartered Accountants (ICAI Firm Registration No. 102646W), firm of Chartered
Accountant appointed as Statutory Auditor of the Company from the conclusion of the 33^rd AGM to the end of the
38^thAGM ofthe Company.

There are no qualifications, reservations or adverse remarks or disclaimers made by the Statutory Auditors in their
Audit Report for the Financial Year ended on 31^st March, 2025.

During the year under review, Company has paid Audit fees of Rs. 15 Lakhs (Rupees Fifteen Lakhs) to the Statutory
Auditor ofthe Company, fortheAudit ofthe Financials ofthe Company.

b CostAuditors:

Based on the recommendation of the Audit Committee and passed by the Board at its meeting held on 18^th May,
2024, the Board has appointed M/s. Gangan & Co., Cost Accountants as the Cost Auditors to audit the Cost
Accounts ofthe Company for the Financial Year 2024-25 at a remuneration of Rs.3.00 Lakhs plus taxes as may be
applicable and reimbursement of out of pocket expenses.

The Cost Accounting records maintained by the Company for Products covered under GST Tariff of India Chapter
Heading / Sub Heading HS 8544 (Winding Wires made of Copper) and also Insulating Varnish HS 3208/09 are
subject to yearly audit by qualified CostAuditors.

c. Secretarial Auditor

The Secretarial Audit Report along with Secretarial Compliance Report for the Financial Year ended 31^st March,
2025 under CompaniesAct, 2013, read with Rules made thereunder and Regulation 24Aof the Listing Regulations
(including any statutory modification(s) or re-enactment(s) thereof for the time being in force) is set out in Annexure
II to thisAnnual Report.

There were no qualifications, reservations or adverse remarks or disclaimers made by the Secretarial Auditors in
their Audit Report for the Financial Year ended on 31^st March, 2025.

12. COMMITTEE:

As on March 31, 2025, The Board has Five (5) mandatory committees under the applicable provisions of the Act and
SEBI Listing Regulations namely

a. Audit Committee

b. Nomination & Remuneration Committee

c. Stakeholder Relationship Committee

d. Risk Management Committee

e. Corporate Social Responsibility Committee

During the year, all the recommendations of the above Committees have been accepted by the Board. Adetailed update
on the Board, its committees, its composition, detailed charter including terms of reference of various Board Committees,
number of Board and Committee meetings held and attendance of the Directors at each meeting is provided in the
Corporate Governance Report, which forms part of theAnnual Report.

Further the Company also has one non mandatory Committee i.e. Banking and Finance Committee.

13. DEVELOPMENTAND IMPLEMENTATION OFARISK MANAGEMENT POLICY:

The Company has been addressing various risks impacting the Company. Risk Management is integral to your
Company''s strategy and for the achievement of our long-term goals. Our success as an organization depends on our
ability to identify and leverage the opportunities while managing the risks.

Business Risk Evaluation and Management is an ongoing process within the Organization. The Company has a robust
risk management framework to identify, monitor and minimize risks and also to identify business opportunities. As a
process, the risks associated with the business are identified and prioritized based on severity, likelihood and
effectiveness ofcurrent detection. Such risks are reviewed by the senior management periodically.

The Risk Management Committee consisting following members:

a. Shri Milan M. Mehta - Chairman and Managing Director

b. Shri Niraj Bhukhanwala - Non-Executive Independent Director

c. Shri Deepak M. Mehta - Vice Chairman and Whole-Time Director

d. Shri Sanjay Singhvi - Executive Director

The Company is also mitigating these risks with the help of regular external compliance audits.

14. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

The details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Act, read with
Companies (Meeting of Board and Its Powers) Rules, 2014 as on 31^st March, 2025 are given in the Notes to the Financial
Statements forming part of this Annual Report. The Company has not given any Loans/Guarantees to any Individual/
Body Corporate, except to its employees.

15. MATERIAL CHANGES & COMMITMENT AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There have been no material changes and commitments affecting the financial position of the Company which have
occurred during the end of the Financial Year 2024-25 of the Company to which the financial statements relate and the
date of theAnnual Report.

16. FUND RAISING BY ISSUANCE OF DEBT SECURITIES, IF ANY:

Pursuance to SEBI Circular No. SEBI/HO/DDHS/ CIR/P/2018/144 dated November 26, 2018, read with SEBI Circular
No. SEBI/HO/DDHS/DDHS RACPOD1/P/CIR/2023/172 dated October 19, 2023, the Directors confirm that the Company
is not defined as a "Large Corporate" as per the framework provided in the said Circular. Further, your Company has not
raised any funds by issuance of debt securities.

17. ANNUALRETURN:

As per the requirement under Section 92(3) of the CompaniesAct, 2013, theAnnual Return is available on the website of
the Company at the link https://precisionwires.in/financial-results-annual/. The Copy of Annual Returns are updated
within 60 days from the date of meeting of the Annual General Meeting.

18. SUBSIDIARIES, JOINT VENTURES ORASSOCIATED COMPANIES:

The Company doesn''t have any Subsidiary, Joint Venture orAssociated Companies.

19. RELATED PARTY TRANSACTIONS:

All transactions entered with Related Parties, during the financial year were in the ordinary course of business and on an
arm''s length basis on normal commercial terms and do not attract the provisions of Section 188 of the CompaniesAct,
2013. Thus, there are no transaction required to be disclosed under form AOC-2. There were no materially significant
Related Party''s transactions during the financial year with Promoters, Directors and Key Managerial Personnel which
were in conflict with the interest of the Company. Suitable disclosure as required by the Accounting Standards (AS18)
has been made in the Notes to the Financial Statements.

The Board has approved a Policy for Interested Related Party Transactions which has been uploaded on the Company''s
website.

The Company has frame work for the purpose of identification and monitoring of Related Party Transactions. All Related
Party Transactions are placed before the Audit Committee as also to the Board of Director''s for approval. Prior omnibus
approvals are granted by the Audit Committee for Related Party Transactions. Transactions entered into pursuant to
omnibus approval are placed before theAudit Committee and Board for review and approval on quarterly basis.

The Related Party Transactions as required under Accounting Standard are reported in the notes to financial statement.
Pursuant to Regulation 23(9) of the SEBI LODR Regulations, the Company had filed to the stock exchanges the details
of related party transactions on half yearly basis. The said disclosures can be accessed on the website of the Company
at https://www.precisionwires.in.

20. PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE EARNINGS AND OUTGO

The particulars in respect ofConservation of Energy, TechnologyAbsorption and Foreign Exchange Earnings and Outgo,
as required under Section 134(3)(m) of the Act, read with the Companies (Accounts) Rules, 2014 is given in Annexure III
to thisAnnual Report.

21. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of
Women at workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaint Committee (ICC) has been
set up to redress complaints received regarding sexual harassment.

The Board constituted its Internal Complaints committee (ICC) to provide protection against sexual harassment of
women at workplace and for the prevention and redressal of complaints of sexual harassment and for matters connected
therewith or incidental thereto.

All employees are covered under this policy. During the FY 2024-25, there were no complaints received by the
Committee.

22. CORPORATE SOCIAL RESPONSIBILITY (CSR):

In terms of Section 135 and Schedule VII of the Companies Act, 2013, the Board of Directors of the Company has
constituted a CSR Committee. The Committee comprises of One Independent Director and Two Executive Directors. The
CSR Policy has been uploaded on the website of the Company.

As required under the Companies Act, 2013, During the year under review, the Company was required to contribute
Rs.175.76 Lakhs. The Company has fully contributed the entire amount to eligible entities as required pursuant to
provisions of Section 135 of the Companies Act, 2013. The detailed statement in Annexure-IV is the part of the Director
Report. The Company has made an excess spend of Rs. 2.81 Lakhs.

The CSR projects of the Company are primarily focused in the areas of Education, Healthcare, Promotion of Sports and
Skill Development, Social Welfare, Rural Development and Eradication of Hunger and Malnutrition etc.

23. CORPORATE GOVERNANCE:

Pursuant to Regulation 34 of Listing Regulations, the Corporate Governance Report together with Certificate from
Practicing Chartered Accountant, on compliance with the conditions of Corporate Governance as laid down, forms a part
ofthisAnnual Report.

24. PERFORMANCE EVALUATION:

In accordance with the provisions of the CompaniesAct, 2013 and relevant Regulations ofSEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Board of Directors of the Company at its meeting held on 17^h May,
2025 undertook an annual evaluation ofthe performance of the Board, its committees and all the individual Directors.

Performance ofthe Board and Board Committees was evaluated on various parameters such as structure, composition,
diversity, experience, corporate governance competencies, performance of specific duties and obligations, quality of
decision-making and overall Board effectiveness. Performance of individual Directors was evaluated on parameters such
as meeting attendance, participation and contribution, engagement with colleagues on the Board, responsibility towards
stakeholders and independent judgement. All the Directors were subjected to peer-evaluation.

The Board discussed the performance evaluation reports of the Board, Board Committees, Individual Directors, and
Independent External Persons. The Board upon discussion noted the suggestions/inputs of the Directors.
Recommendations arising from this entire process were deliberated upon by the Board to augment its effectiveness and
optimize individual strengths ofthe Directors.

25. DEPOSITS:

The Company has not accepted any deposit from the public falling within the ambit of Section 73 ofthe CompaniesAct,
2013 and the Companies (Acceptance of Deposits) Rules, 2014.

26. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

There are no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going
concern status and Company''s operations at present so far.

27. PARTICULARS OF EMPLOYEES UNDER SECTION 197(12) AND RULE 5 OF COMPANIES (APPOINTMENT AND
REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014:

The Statement of Disclosure of Remuneration under Section 197 of the Act and Rules 5(1) and 5(2) ofthe Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 ("Rule") is appended as Annexure- VI to this
Directors'' Report.

28. AUDIT COMMITTEE OF THE COMPANY:

The CompaniesAudit Committee consists offollowing Independent Directors:

a. Shri Niraj Bhukhanwala (Chairman) - Non-Executive Independent Director

b. Shri Manoj Lekhrajani (Member) - Non-Executive Independent Director

c. Shri Milan M. Mehta - Non-Voting Member - Chairman and Managing Director

The composition of theAudit Committee is in compliance with the requirements of Section 177 ofthe Act, and Regulation
18 ofthe Listing Regulations.

All members of the Audit Committee are financially literate and have experience in financial management. All the
recommendations made by the Audit Committee were accepted by the Board of Directors ofthe Company.

29. INTERNAL CONTROL SYSTEMS AND THEIRADEQUACY:

Your Company has an effective internal control and risk-mitigation system, which are constantly assessed and
strengthened with new/revised standard operating procedures. The Company''s internal control system is commensurate
with its size, scale and complexities of its operations. The internal and operational audit is entrusted to M/s. Kailash
Chand Jain & Co, Chartered Accountants, Reputed Firm of Chartered Accountants. The main thrust of internal audit is to
test and review controls, appraisal of risks and business processes, besides benchmarking controls with best practices in
the Industry.

The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control
systems and suggests improvements to strengthen the same. The Company has a robust Management Information
System, which is an integral part ofthe control mechanism.

The Audit Committee of the Board of Directors, Statutory Auditors and the Business Heads are periodically apprised of
the internal audit findings and corrective actions taken. Audit plays a key role in providing assurance to the Board of
Directors. Significant audit observations and corrective actions taken by the management are presented to the Audit
Committee ofthe Board. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman
oftheAudit Committee.

30. VIGIL MECHANISM/WHISTLE BLOWER POLICY:

The Company has a robust vigil mechanism through its Whistle Blower Policy approved and adopted by Board of
Directors ofthe Company in compliance with the provisions of Section 177(10) oftheAct and Regulation 22 of the Listing
Regulations.

The Policy also provides adequate protection to the Directors, Employees and BusinessAssociates who report unethical
practices and irregularities. Any incidents that are reported are investigated and suitable action is taken in line with the
Whistle Blower Policy. The Whistle Blower Policy of the Company can be accessed at website of the Company at
www.precisionwires.in.

There were no allegations/ disclosures/ concerns received during the year, in terms of the vigil mechanism established
by the Company. During FY 2024-25, no person was denied access to the Chairperson oftheAudit Committee.

31. MANAGEMENT DISCUSSION AND ANALAYSIS:

Management''s Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, is presented in a separate section and forms part
ofthisAnnual Report.

32. BUSINESS RESPONSIBILITYAND SUSTAINABILITY REPORT:

In terms of Regulation 34(2)(f) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, detailed
information on the initiatives taken by the Company from an environmental, social and governance perspective is
provided in the Business Responsibility and Sustainability Report which forms part ofthis Report.

33. PREVENTION OF INSIDER TRADING:

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

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in
securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in
the Company''s shares and prohibits the purchase or sale of company shares by the Directors and the designated
employees while in possession of unpublished price sensitive information in relation to the Company and during the
period when the Trading Window is closed. The Board is responsible for implementation ofthe Code. The Company also
maintains Structural Digital Database of all Insider, as directed by the SEBI.

All Board members and the designated employees have confirmed compliance with the Code.

34. DETAILS OF FRAUD REPORTED BY THE AUDITORS:

During the year, the Statutory Auditors, Secretarial Auditors and Cost Auditors have not reported any instances of fraud
committed in the Company by its officers or employees under section 143(12) of the Act read with Rule 13 of the
Companies (Audit and Auditors) Rules, 2014

35. CODEOF CONDUCT:

The Company has in place a Code of Conduct for Board Members and Senior Management Personnel of the Company.
The Code of Conduct lays down the standard of conduct which is expected to be followed by the Directors and the
Senior Management Personnel and the duties of Independent Directors towards the Company.

The Directors and Senior Management Personnel have affirmed compliance with the Code of Conduct applicable to
them, during the year ended 31^st March, 2025

A Certificate by Shri Milan M. Mehta, Chairman and Managing Director and Shri Mohandas Pai, Chief Financial Officer of
the Company is also annexed to the Corporate Governance Report.

The said Code is also available on the Website ofthe Company:

https://precisionwires.in/wp-content/uploads/2024/01/12.-Code-of-Conduct-for-Directiors-SMP-and-KMP-1.pdf

36. OTHERDISCLOSURES:

a. The Company does not have any scheme or provision of money for the purchase of its own shares by Employees/
Directors or by Trustees for the benefit of Employees/Directors; and

b. The Company has not issued equity shares with differential rights as to dividend, voting or otherwise.

c. The Company has received a demand order of Rs. 37,464/- from Office of Assistant Commissioner of State Tax.
Ghatak 56 (Ankleshwar) Range-14 (Bharuch) Division-6 Gujarat - 393002 (GST). The demand raised through the
said order was paid by the Company.

d. There is no proceeding filed / pending under the Insolvency and Bankruptcy Code, 2016.
h. There was no instance of onetime settlement with any Bank or Financial Institution.

37. ACKNOWLEDGEMENTS:

Your Directors place on record their sincere appreciation for significant contribution made by employees of the Company
at each level, through their dedication, hard work and commitment.

The Board places on record its appreciation for the continued co-operation and support extended to the Company by
various Banks, Stock Exchanges, NSDL and CDSL. The Board wishes to express its grateful appreciation for the
assistance and co-operation received from Vendors, Customers, Consultants, Banks, Financial Institutions, Central and
State Government bodies, Dealers and other Business Associates. The Board deeply acknowledges the trust and
confidence placed by the Consumers of the Company and, above all, the Shareholders.

For and on behalf of the Board

Milan M. Mehta

Chairman and Managing Director
DIN: 00003624

Mumbai, 17^h May, 2025

Mar 31, 2024

Your Directors have pleasure in presenting the Thirty Fifth (35^th) Directors'' Report of your Company along with Audited Financial Statements for the financial yearended 31^st March, 2024

1. FINANCIAL RESULTS:

(Rupees in Lakhs)
Particulars		2023-24	2022-23
Revenue from operations (including GST)		409385.62	367858.75
Less: GST		79216.51	64500.86
Revenue from operations (Net)		330169.11	303357.89
Operating Profit		13402.28	10646.73
Add: Other Income		1930.95	2189.06
Profit before Financial Charges, Depreciation & Taxes		15333.23	12835.79
Financial Charges		3713.26	3290.64
Depreciation		1739.55	1416.82
Profit before Taxes & Extra-ordinary Items		9880.42	8128.33
Extra-ordinary Items		-	-
Profit before Taxes		9880.42	8128.33
Less: Provision for Tax		2595.04	2179.02
Profit afterTax		7285.38	5949.31
Other Comprehensive Income (netof taxes)		42.97	218.79
Total Comprehensive Income for the period		7328.35	6168.10
Add: Balance broughtforwardfrom lastAccount		5617.33	4894.68
Balance available: (A)		12945.68	11062.78
Which the Board of Directors have appropriated as under:
(i) Transferto General Reserve		6000.00	4000.00
(ii) (a) Dividend paidforF.Y.2021-22(onRs.1/-perShare):
- Final Dividend @45%			578.18
(b) Dividend paid for F.Y. 2022-23 (on Rs. 1/- per Share):
- 1^st Interim Dividend @30%	346.91
- 2^nd Interim Dividend @ 30%	520.36		867.27
- Final Dividend @36%		643.18
(c) Dividend paid for F.Y. 2023-24 (on Rs. 1/- per Share):
- 1^st Interim Dividend @30%	535.98
- 2^nd Interim Dividend @ 30%	535.97	1071.95
Total Interim Dividend paid for F.Y. 2023-24 Rs. 1071.95 Lakhs
The Board of Directors has recommended Final Dividend @45% for the year under review, subject to approval by Members at the ensuing AGM.
Sub Total of above: (B)		7715.13	5445.45
Balance carried forward in Profit & Loss A/c (A-B)		5230.55	5617.33

2. âDIVIDEND AND RESERVE:

Your Directors are pleased to recommend a Final Dividend of Rs. 0.45 paise (45%) per fully paid up equity share of face value of Rs. 1/- each for the year ended 31^st March, 2024, subject to the approval of Members at the ensuing Annual General Meeting (AGM) of the Company.

The Two Interim Dividends at the rate of Rs. 0.30 paise (30%) each per fully paid up equity share for the year was recommended at the Board Meetings held on 8^th November, 2023 and 8^th February, 2024 paid in November, 2023 and February, 2024 respectively.

In view of the changes made under the Income-tax Act, 1961, by the Finance Act, 2020, dividends paid or distributed by the Company shall be taxable in the hands of the Shareholders. The Company shall, accordingly, make the payment of the final dividend after deduction of tax at source.

The dividend recommended is in accordance with the Dividend Distribution Policy of the Company. The Dividend Distribution Policy, in terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") is available on the Company''s website: https://precisionwires.in/policies/

Share Capital:

There was no change in the Share Capital structure of the Company during the Financial Year 2023-24.

Transfer to Reserve:

Rs. 6000.00 Lakhs Amount was transferred to General Reserve during the year.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

In accordance with the applicable provisions of Companies Act, 2013 read with Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules"), all unclaimed dividends are required to be transferred by the Company to the IEPF, after completion of seven (7) years. Further, according to IEPF Rules, the shares on which dividend has not been claimed by the shareholders for seven (7) consecutive years or more shall be transferred to the demat account of the IEPF Authority. The details relating to amount of dividend transferred to the IEPF and corresponding shares on which dividends were unclaimed for seven (7) consecutive years, are provided on the website of the Company www.Drecisionwires.in

During the financial year 2023-24, the Company has transferred 48650 equity shares to Investor Education and Protection Fund (IEPF).

3. OPERATIONS:

During the year under review, there was normalcy in terms of Production and Sales.

There was some volatility in the Copper Price and Exchange rates during the year under review. In terms of USD per MT, the Average Copper Prices in FY 2023-24 were slightly lower as compared FY 2022-23. The rupee weakened by about 3% on average during the year under review compared to the preceding year. Overall average Copper prices in Indian rupees during the year under review were almost the same as the preceding year.

As matter of policy and safeguard, so as to avoid market risk, your Company generally enters into back-to-back transaction for purchase of copper against the sales orders of finished goods received.

During the year under review our Production, Sales and Revenue from Operations were higher compared to preceding year.

Exports were satisfactory during the year despite stiff competition and tariff discrimination.

Tuticorin smelter of M/s. Vedanta Limited, one of our major Copper Rod suppliers, continued to be shut during the year. M/s. Hindalco Industries Limited (Birla Copper) is the Principal Producer of Copper Cathodes / Copper Rods in India and they operated their plants at high capacity level during the year. Their capacities may not be sufficient to meet the growing demands of the Country.

Due to global factors, supplies of Copper in the International Market are tight. M/s Kutch Copper Limited (Adani Group) is expected to come into production this year but they will take time to ramp up and stabilize. Demand of Copper in the Indian economy is increasing at a healthy rate and is expected to continue doing so. Supply position of Copper in the Indian market may remain tight this year.

Your Company made suitable arrangements with indigenous producers and also supplemented with some imports during the year under review.

Copper prices have sharply increased in April, 2024 and are expected to remain at elevated levels in the current year. Interest rates rose during the yearand remained at high levels, resulting in increase in the finance costs. Expansion/Modernization Project

During the year under review, we installed and commissioned most of the equipments for our expansion / modernization project of about 9000 MT per year capacity. The remaining equipments are likely to be commissioned and put into commercial production during the first half of the FY 2024-25. Some old capacity was also partly de-commissioned during the year under review as part of ongoing modernization.

We have recently announced a proposed new expansion / modernization project of about 6000 MT per year capacity of various types of Winding Wires for FY 2024-25 at an estimated project cost of Rs.63 crores plus GST as applicable, for which we are in the process of ordering the equipments.

Despite the uncertainty in the market combined with high inflation, volatile raw material prices and high interest rates, your Company has put up a steady and good performance, declared dividends and discharged all its financial / other commitments and obligations on time without any delay or default or moratorium.

The overall economic situation during the current financial year is expected to remain inflationary. Geo-political tensions in the Middle East and Ukraine are expected to stoke inflation and affect supply chains. Commodity prices are likely to be higher. It is expected that in view of this uncertainty, the US Federal Reserve will not loosen their Monetary Policy quickly. Indian interest rates are also likely to remain at elevated levels during the current year. Towards the end of the year

under review, Copper prices started climbing up and are expected to remain at higher levels during the current year as compared to the year under review. Indian rupee may also remain under pressure, due to the above situation. Due to the above factors, the macro-economic situation will remain challenging.

Domestic demand has remained steady during the year under review.

All figures mentioned are in below in Rs. lakhs.

The Total Revenue from Operations (net of taxes) is Rs. 330169 (303357). PBDIT is 15333 (12835). Finance Cost is Rs 3713 (3290). Depreciation is 1739 (1416). PBT is 9880 (8128). Provision for Tax is 2595 (2179). PAT is 7285 (5949). Other Equity (Excluding revaluation) went up to 48857(43244). Our Current Ratio 1.71 (1.74) and Debt Equity Ratio 0.19 (0.04). Profit after tax during the year were higher by 22%.

4. NUMBER OF BOARD MEETINGS HELD:

During the year under review, 5 (Five) meetings of the Board of Directors were held as under:

15^th April, 2023, 27"¹ May, 2023, 10^,h August, 2023, 08^,h November, 2023 and 08^,h February, 2024.

The details of attendance of Directors with respect to above meeting are as follows:

Sr. No.	Name of the Person	No. of Meeting held/eligible to attend	No. of Meeting attend/entitled
1	Shri Mahendra Mehta	5	5
2	Shri Milan Mehta	5	5
3	Shri Deepak Mehta	5	4
4	*Smt. Asha Morley	3	3
5	Shri Pradip Roy	5	5
6	*Smt. Swati Maheshwari	3	3
7	Shri Niraj Bhukhanwala	5	5
8	*Shri Manoj Lekhrajani	-	-
9	*Smt. Vandana Garg	-	-

*Smt. Asha Morley has been appointed as an Independent Director of the Company on 23^rd June, 2023. Smt. Swati Maheshwari ceased to be an Independent Director of the Company w.e.f. 04"¹ September, 2023 as her term expired. Shri Manoj Lekhrajani has been appointed as an Independent Director ofthe Company w.e.f. 06"¹ March, 2024. Smt. Vandana Garg was appointed as an Additional Non-Executive Independent Director of the Company w.e.f. 15"¹ April, 2023 and subsequently ceased to be an Additional Non-Executive Independent Director w.e.f. 12^th May, 2023 due to her prior commitments and pre-occupation.

Further, during the year, a separate meeting of the Independent Directors of the Company was held on 08"¹ February, 2024 to discuss and review the performance of all other Non-Independent Directors, Chairperson of the Company and the Board as a whole and for reviewing and assessing the matters as prescribed under Schedule IV of the Companies Act, 2013 and under Regulation 25(4) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

5. DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013, Directors of your Company hereby state and confirm that:

a) In the preparation of the Annual Accounts for the year ended 31^st March, 2024, the applicable Accounting Standards have been followed along with properexplanation relating to material departures;

b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company at the end of the Financial Year and of the Profit of the Company for the same period;

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

d) they have prepared the Annual Accounts on a going concern basis;

e) they have laid down internal financial controls in the Company that are adequate and were operating effectively.

f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and these are adequate and are operating effectively.

6. DECLARATION BY THE INDEPENDENT DIRECTOR:

The Independent Directors of the Company have submitted the declaration of Independence as required under Section 149(7) of the Act, confirming that they meet the criteria of independence under Section 149(6) of the Act, and Regulation 16 (1)(b) ofthe Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations).

7. NOMINATION AND REMUNERATION POLICY:

The Policy of the Company on Directors'' Appointment, Remuneration and other Terms including criteria for determining qualifications, positive attributes, experience and any other matters as required to be provided for the Independence of a Director as per subsection (3) of Section 178 of the Act and Regulation 19 of Listing Regulations is appended as Annexure-I to this Annual Report. The inter alia, provides that the Nomination and Remuneration Committee shall, formulate the criteria for Board membership, including the appropriate mix of Executive & Non-Executive Directors, Board Diversity and approveand recommend compensation packages and policies for Directors and Senior Management and lay down the effective manner of performance evaluation of the Board, its Committees and the Directors and such other matters as provided under Section 178 of the Act and Listing Regulations.

The salient features of the Nomination and Remuneration Policy of the Company are outlined in the Corporate Governance Report which forms part of this Annual Report. The Policy is also available on the website of the Company www.precisionwires.in

8. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

During the financial year 2023-24, following changes has taken place on the Board of Directors of the Company :

a. Smt. Asha Morley, has been appointed as Non-Executive Independent Director of the Company for a period of three years starting from 23^rd June, 2023 and subsequently confirmed by the members of the Company at the Annual General Meeting held on 04^th September, 2023.

b. Shri Mahendra R. Mehta, has been re-appointed as Chairman and Director of the Company for a period of one year starting from 01⁸¹ October, 2023.

c. Shri Manoj Lekhrajani, has been appointed as a Non-Executive Independent Director of the Company on 06^thMarch, 2024 and subsequently confirmed by the members of the Company through postal ballot on 15^th April, 2024.

d. Smt. Swati Maheshwari, Non-Executive Independent Director of the Company ceased to be Director, as her term as an Independent Director has ended on 04^th September, 2023.

e. Smt. Vandana Garg was appointed as an Additional Non-Executive Independent Director of the Company w.e.f. 15^th April, 2023 and subsequently ceased to be an Additional Non-Executive Independent Director w.e.f. 12^th May, 2023 due to her prior commitments and pre-occupation.

All the Independent Directors of the Company have given their declaration for the FY 2023-24 that they continue to meet all the criteria as specified under Section 149(6) & (7) ofthe Companies Act, 2013 and under Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and that they are Independent of the management in respect of their position as an "Independent Director" in the Company.

Annual Evaluation

The Companies Act, 2013 not only mandates Board and Directors evaluation, but also requires the evaluation to be formal, regularized and transparent. SEBI has also notified Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (''Listing Regulations 2015'') on 02^nd September, 2015, whereby it has aligned the present Listing Agreement with the Companies Act, 2013. In accordance with the provisions of the Companies Act, 2013 and relevant Regulations of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and on the recommendation of the Nomination and Remuneration Committee, the Board of Directors of the Company at its meeting held on 18^th May, 2024 undertook an annual evaluation of the performance of the Board, its committees and all the individual Directors

9. AUDITOR:

a. Statutory Auditor

M/s S.R. Divatia & Company, Chartered Accountants (ICAI Firm Registration No. 102646W), firm of Chartered Accountant appointed as Statutory Auditor of the Company from the conclusion of the 33^rd AGM to the end of the 38^th AGM of the Company.

There are no qualifications, reservations or adverse remarks or disclaimers made by the Statutory Auditors in their Audit Reportforthe Financial Yearended on 31^st March, 2024.

During the year under review, Company has paid a total fees of Rs. 13 Lakhs (Rupees Thirteen Lakhs) to the Statutory Auditor of the Company, for the Audit of the Financial of the Company.

b. Cost Auditors:

Based on the recommendation of the Audit Committee and passed by the Board at its meeting held on 27"¹ May, 2023, the Board has appointed M/s. Gangan & Co., Cost Accountants as the Cost Auditors to audit the Cost Accounts of the Company for the Financial Year 2023-24 at a remuneration of Rs. 2.75 Lakhs plus taxes as may be applicable and reimbursement ofout of pocket expenses, subject to approval of Members at the ensuing AGM.

The Cost Accounting records maintained by the Company for Products covered under GST Tariff of India Chapter Heading / Sub Heading HS 8544 (Winding Wires made of Copper and also Insulating Varnish HS 3208/09 are subject to yearly audit by qualified Cost Auditors.

c. Secretarial Auditor:

The Secretarial Audit Report along with Secretarial Compliance Report for the Financial Year ended 31^st March, 2024 under Companies Act, 2013, read with Rules made thereunder and Regulation 24A of the Listing Regulations (including any statutory modification(s) or re-enactment(s) thereofforthe time being in force) is set out in Annexure II to this Annual Report.

There were no qualifications, reservations or adverse remarks or disclaimers made by the Secretarial Auditors in their Audit Report for the Financial Year ended on 31^8t March, 2024.

10. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

The details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Act, read with Companies (Meeting of Board and Its Powers) Rules, 2014 as on 31^st March, 2024 are given in the Notes to the Financial Statements forming part of this Annual Report. The Company has not given any Loans/Guarantees to any Individual/ Body Corporate, except to its employees.

11. SUBSIDIARIES, JOINT VENTURES OR ASSOCIATED COMPANIES:

The Company doesn''t have any Subsidiary, JointVenture or Associated Companies.

12. RELATEDPARTY TRANSACTIONS:

All transactions entered with Related Parties, during the financial year were in the ordinary course of business and on an arm''s length basis on normal commercial terms and do not attract the provisions of Section 188 of the Companies Act, 2013. Thus, there are no transaction required to be disclosed under form AOC-2. There were no materially significant Related Party''s transactions during the financial year with Promoters, Directors and Key Managerial Personnel which were in conflict with the interest of the Company. Suitable disclosure as required by the Accounting Standards (AS18) has been made in the Notes to the Financial Statements.

The Board has approved a Policy for Interested Related Party Transactions which has been uploaded on the Company''s website.

The Company has frame work for the purpose of identification and monitoring of Related Party Transactions. All Related Party Transactions are placed before the Audit Committee as also to the Board of Director''s for approval. Prior omnibus approvals are granted by the Audit Committee for Related Party Transactions. Transactions entered into pursuant to omnibus approval are placed before the Audit Committee and Board for review and approval on quarterly basis.

The Company in terms of Regulation 23 of the Listing Regulations submits within 30 days from the date of publication of its Standalone and Consolidated Financial Results for the half year, disclosures of Related Party Transactions on a consolidated basis, in the format specified in the relevant accounting standards to the Stock Exchanges. The said disclosures can be accessed on the website of the Company at httDs://www.precisionwires.in

13. PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars in respect of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo, as required under Section 134(3)(m) of the Act, read with the Companies (Accounts) Rules, 2014 is given in Annexure III to Director''s Report in this Annual Report

14. DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY:

The Company has been addressing various risks impacting the Company. Risk Management is integral to your Company''s strategy and for the achievement of our long-term goals. Our success as an organization depends on our ability to identify and leverage the opportunities while managing the risks.

Pursuant to SEBI (Listing Obligations and Disclosure Requirements) (Fifth Amendment) Regulations, 2021, the Risk Management Committee has made applicable to Top 1000 Companies as per market capitalization. Hence Risk management Policy and constitution of the same has become applicable to the Company.

During the financial year under review 2023-24, the Company has constituted Risk Management Policy, which is uploaded on the website of the Company i.e. www.precisionwires.in

The Risk management Committee consisting following members have also been constituted:

a. Shri Milan Mahendra Mehta - Chairman

b. Shri Niraj Bhukhanwaka - Member

c. Shri Deepak Mahendra Mehta - Member

The Company is also mitigating these risks with the help of regular external compliance audits.

16. CORPORATE SOCIAL RESPONSIBILITY (CSR):

In terms of Section 135 and Schedule VII of the Companies Act, 2013, the Board of Directors of the Company has constituted a CSR Committee. The Committee comprises of One Independent Director and Two Executive Directors. The CSR Policy has been uploaded on the website of the Company.

As required under the Companies Act, 2013, During the year under review, the Company was required to contribute Rs.

146.32 Lakhs. The Company has fully contributed the entire amount to eligible entities as required pursuant to provisions of Section 135 of the Companies Act, 2013. The detailed statement in Annexure-IV is the part of the Director Report. The Company has made an excess spend of Rs. 0.44 Lakhs.

The CSR projects of the Company are primarily focused in the areas of Education, Healthcare, Promotion of Sports and Skill Development, Social Welfare, Rural Development and Eradication of Hunger and Malnutrition etc.

17. CORPORATE GOVERNANCE:

Pursuant to Regulation 34 of Listing Regulations, the Corporate Governance Report together with Certificate from Practicing Chartered Accountant, on compliance with the conditions of Corporate Governance as laid down, forms a part of this Annual Report.

18. PREVENTION OF SEXUAL HARASSMENT AT WORK PLACE:

The Company has formulated a Policy on Prevention of Sexual Harassment at Workplace for prevention, prohibition and redressal of sexual harassment at workplace in accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (hereinafterreferred to as "Prevention ofSexual Harassment Act").

Internal Complaints Committees have also been set up to redress any such complaints received. The Company is committed to providing a safe and conducive work environment to all of its employees and associates. The Company periodically conducts sessions for employees across the organization to build awareness about the Policy and the provisions of Prevention of Sexual Harassment Act.

No complaints of sexual harassment were received during the Financial Year 2023-24 by the Company.

19. PERFORMANCE EVALUATION:

Pursuant to the provisions of the Act, and Regulation 17 of the Listing Regulations, the Board has carried out an annual evaluation of its own performance, performance of the Directors as well as the evaluation of the working of its Committees.

The Nomination and Remuneration Committee has defined the evaluation criteria for the Board, its Committees and Directors.

The Board''s functioning was evaluated on various aspects, including inter alia degree of fulfillment of key responsibilities, Board structure and composition, establishment and delineation of responsibilities to various Committees, effectiveness of Board processes, information and functioning.

The Committees of the Board were evaluated after taking inputs from the Committee Members on the basis of criteria such as degree of fulfillment of key responsibilities, adequacy of Committee composition and effectiveness of meetings.

The Board and the Nomination and Remuneration Committee reviewed the performance of the individual Directors on aspects such as attendance and contribution at Board/Committee Meetings and guidance/support to the management outside Board/ Committee Meetings. In addition, the Chairman was also evaluated on key aspects of his role, including setting the strategic agenda of the Board, encouraging active engagement by all Board Members.

The performance evaluation of the Independent Directors was carried out by the entire Board, excluding the Director being evaluated. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors who also reviewed the performance of the Board as a whole.

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.

20. DEPOSITS:

The Company has not accepted any deposit from the public falling within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

21. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

There are no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Company''s operations at present so far.

22. PARTICULARS OF EMPLOYEES UNDER SECTION 197(12) AND RULE 5 OF COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014:

The Statement of Disclosure of Remuneration under Section 197 of the Act and Rules 5(1) and 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 ("Rule") is appended as Annexure-V to this Directors'' Report.

23. AUDIT COMMITTEE OF THE COMPANY:

The Companies Audit Committee consists offollowing Independent Directors:

a. Shri Niraj Bhukhanwala (Chairman) - Non-Executive Independent Director

b. Smt. Swati Maheshwari (Member) - Non-Executive Independent Director -Term ended on 04"¹ September, 2023

c. Shri Pradip Roy (Member) - Non-Executive Independent Director

d. Shri Milan M Mehta (Member) - Managing Director

The composition of the Audit Committee is in compliance with the requirements of Section 177 of the Act, and Regulation 18 ofthe Listing Regulations.

All members of the Audit Committee are financially literate and have experience in financial management. All the recommendations made by the Audit Committee were accepted by the Board of Directors of the Company.

24. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

Your Company has an effective internal control and risk-mitigation system, which are constantly assessed and strengthened with new/revised standard operating procedures. The Company''s internal control system is commensurate with its size, scale and complexities of its operations. The internal and operational audit is entrusted to M/s. Kailash Chand Jain & Co, Chartered Accountants, Reputed Firm of Chartered Accountants. The main thrust of internal audit is to test and review controls, appraisal of risks and business processes, besides benchmarking controls with best practices in the Industry.

The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen the same. The Company has a robust Management Information System, which is an integral part of the control mechanism.

The Audit Committee of the Board of Directors, Statutory Auditors and the Business Heads are periodically apprised of the internal audit findings and corrective actions taken. Audit plays a key role in providing assurance to the Board of Directors. Significant audit observations and corrective actions taken by the management are presented to the Audit Committee of the Board. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee.

25. VIGIL MECHANISM/WHISTLE BLOWER POLICY:

The Company has a robust vigil mechanism through its Whistle Blower Policy approved and adopted by Board of Directors of the Company in compliance with the provisions of Section 177(10) ofthe Act and Regulation 22 ofthe Listing Regulations.

The Policy also provides adequate protection to the Directors, Employees and Business Associates who report unethical practices and irregularities. Any incidents that are reported are investigated and suitable action is taken in line with the Whistle Blower Policy. The Whistle Blower Policy of the Company can be accessed at website of the Company at www.precisionwires.in

26. MANAGEMENT DISCUSSION AND ANALYSIS:

Management''s Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is presented in a separate section and forms part of this Annual Report.

27. BUSINESS RESPONSIBILITY AND SUSTAINIBILITY REPORT:

In terms of Regulation 34(2)(f) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, detailed information on the initiatives taken by the Company from an environmental, social and governance perspective is provided in the Business Responsibility and Sustainability Report which forms part of this Report.

28. PREVENTION OF INSIDER TRADING:

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

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company''s shares and prohibits the purchase or sale of company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. The Company also maintains Structural Digital Database of all Insider, as directed by the SEBI.

All Board members and the designated employees have confirmed compliance with the Code.

29. OTHER DISCLOSURES:

a. The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Meetings of the Board of Directors and General Meetings;

b None of the Auditors of the Company have reported any fraud as specified under the second proviso of Section 143 (12) of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force);

c. The Company does not have any scheme or provision of money for the purchase of its own shares by Employees / Directors or by Trustees for the benefit of Employees / Directors; and

d. The Company has not issued equity shares with differential rights as to dividend, voting or otherwise.

e. No fraud has been reported by the Auditors to the Audit Committee or the Board.

f. The Company has received an order from Additional Magistrate of Labour Court, Palej, Bharuch, Gujarat imposing

penalty of Rs. 50,000/- (Rupees Fifty Thousand only) in the matter of an accident taken place out of human error at

Palej Plant (Gujarat) of the Company. The penalty has been paid by the Company.

g. There is no proceeding filed / pending under the Insolvency and Bankruptcy Code, 2016.

h. There was no change in the nature of business of the Company during the Financial Year

i. There was no instance of onetime settlement with any Bank or Financial Institution

j. All the non executive Independent Directors are highly experienced and qualified, as stated in detailed in Corporate Governance Report.

30. ACKNOWLEDGEMENTS:

Your Directors place on record their sincere appreciation for significant contribution made by employees of the Company at each level, through their dedication, hard work and commitment.

The Board places on record its appreciation for the continued co-operation and support extended to the Company by various Banks, Stock Exchanges, NSDL and CDSL. The Board wishes to express its grateful appreciation for the assistance and co-operation received from Vendors, Customers Consultants, Banks, Financial Institutions, Central and State Government bodies, Dealers, and other Business Associates. The Board deeply acknowledges the trust and confidence placed by the Consumers of the Company and, above all, the Shareholders..

For and on behalf of the BoardMahendra R. Mehta

Chairman and Director DIN: 00003558

Mumbai, 18^th May, 2024

Mar 31, 2023

The Directors have pleasure in presenting the Thirty Fourth (34^th) Directors'' Report of your Company along with Audited Financial Statements for the financial yearended 31^st March, 2023.

1. FINANCIAL RESULTS: (Rupees in Lakhs)
		2022-23	2021-22
Revenue from operations (including Excise Duty & GST)		367858.75	325491.97
Less: GST		64500.86	57177.72
Revenue from operations (Net)		303357.89	268314.25
Operating Profit		10646.73	11740.39
Add: Other Income		2189.06	690.30
Profit before Financial Charges, Depreciation & Taxes		12835.79	12430.69
Financial Charges		3290.64	2490.15
Depreciation		1416.82	1516.85
Profit before Taxes & Extra-ordinary Items		8128.33	8423.69
Extra-ordinary Items		-	-
Profit before Taxes		8128.33	8423.69
Less: Provision for Tax		2179.02	2122.61
Profit after Tax		5949.31	6301.08
Other Comprehensive Income (net of taxes)		218.79	(30.35)
Total Comprehensive Income for the period		6168.10	6270.73
Add: Balance broughtforward from last Account		4894.68	3011.58
Balance available : (A)		11062.78	9282.31
Which the Board of Directors have appropriated as under:
(i) Transferto General Reserve		4000.00	3000.00
(ii) (a) Dividendpaid:F.Y. 2020-21:
- Final Dividend @ 40% (on Rs.5/- per Share)			462.54
(b) Dividendpaid:F.Y. 2021-22:
- 1^st Interim Dividend @ 35% (on Rs.5/- per Share)	404.73
- 2^nd Interim Dividend@ 45% (on Rs.1/- per Share)	520.36		925.09
- Final Dividend @ 45% (on Rs.1/- per Share)		578.18
Total Dividend for F.Y. 2021-22 paid @ 130% Rs. 1503.27 Lakhs
(c) Dividend paid : F.Y. 2022-23 :
- 1^st Interim Dividend @30%(on Rs.1/-perShare)	346.91
- 2^nd Interim Dividend@ 30% (on Rs.1/- per Share)	520.36	867.27
Total Interim Dividend paid for F.Y. 2022-23 Rs.867.27 Lakhs
The Board of Directors has recommended Final Dividend @ 36% for the year under review, subject to approval by Members.
(B) Sub Total of above		5445.45	4387.63
Balance carried forwarded in Profit & Loss A/c (A-B)		5617.33	4894.68

2. DIVIDEND AND RESERVE:

Your Directors are pleased to recommend a Final Dividend of Rs. 0.36 Paise per share (0.36%) per equity share of face value of Rs.1/- each for the year ended 31^st March, 2023, subject to the approval of Members at the ensuing Annual General Meeting (AGM) of the Company.

The Two Interim Dividends at the rate of Rs.0.30 (30%) each, per equity share for the year was recommended at the Board Meetings held on 10^th August, 2022 and 11^th February, 2023 paid in September, 2022 and March, 2023 respectively.

In view of the changes made under the Income-Tax Act, 1961, by the Finance Act, 2020, dividends paid or distributed by the Company shall be taxable in the hands of the Shareholders. The Company shall, accordingly, make the payment of the final dividend after deduction of tax at source.

Disclosure Requirements) Regulations, 2015 ("Listing Regulations") is available on the Company''s website: https://precisionwires.com/policies/.

Share Capital

a. During the Financial year 2022-23 under review, the Company has issued and allotted Bonus Equity Shares in the ratio of 2:1 (one equity shares against two equity shares held) at the meeting held on 11^th November, 2022. The Shareholders who were holding Two Equity shares as on 23^rd December, 2022, being the record date have been allotted one equity shares of Rs.1/- each. Consequently, the Company has issued and allotted 5,78,18,115 Equity Shares of Rs.1/- each fully paid up.

b. Further, during the year under review the Company has issued and allotted 52,03,630 Equity Shares at a price of Rs.73.41 each, aggregating to equity shares valued at Rs. 38.20 crores, to the Non-Promoter Investors on Preferential basis. All the statutory Compliance and approvals pertaining to above mentioned issue of equity shares on preferential basis have been Complied by 16^th April, 2023.

c. The Company has received all the approval and the Shares got listed on both the Stock Exchanges i.e. NSE and BSE. The Share Capital of the Company Stood at Rs. 1786.58 lakhs (Rs.1156.65 lakhs) lakhs consisting of 17,86,57,975 Equity Shares of Rs.1/- each fully paid up.

Transfer to Reserve:

Rs. 4000.00 Lakhs Amountwas transferred to General Reserve during the year.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

In accordance with the applicable provisions of Companies Act, 2013 read with Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules"), all unclaimed dividends are required to be transferred by the Company to the IEPF, after completion of seven (7) years. Further, according to IEPF Rules, the shares on which dividend has not been claimed by the shareholders for seven (7) consecutive years or more shall be transferred to the demat account of the IEPF Authority. The details relating to amount of dividend transferred to the IEPF and corresponding shares on which dividends were unclaimed for seven (7) consecutive years, are provided on the website of the Company www.precisionwires.com.

During the financial year 2022-23, the Company has transferred 97279 (includes shares allotted pursuant to Bonus issued) equity shares to Investor Education and Protection Fund (IEPF).

3. OPERATIONS:

During the year under review, the production, sales and revenue from operations were higher than the previous year. This is due to normal demand from OEM Sector in the country. Increased interest of Multinational Corporations was observed in our country during the year FY 2022-23, which may benefit Indian economy in general and electrical equipment sector in particular. Stiff domestic Competition in our manufacturing sector continued.

Volatility/Fluctuations in the price of Copper as well as in the rate of Foreign exchange continued during FY 2022-23. Domestic/lnternational price of Copper was marginally lower compared to previous year. However the Indian rupees weakened by about 7% YOY v/s USD.

As matter of policy and safeguard, so as to avoid market risk, your Company generally enters into back-to-back transactions, as far as possible for the procurement of Copper against the sales of finished goods.

Exports during the year was substantially higher. The stiff competition and tariff discrimination was experienced.

Due to improved economy activity the consumption of Copper were higher in our country during the current fiscal. Imports were substantial, particularly from Japan, due to favorable custom duty regime.

Tuticorin plant of M/s Vedanta Limited, one of our major Copper Rod suppliers, continued to be shut during the year. Your Company made sufficient alternate arrangement for procurement from other major domestic producer Hindalco and some quantity from DNH Silvassa unit of M/s Vedanta Limited.

As interest rates rose sharply during the year, which resulted in, increase in the finance costs. Due to impact of inflation, we faced high costs of Insulating Varnish/Wire enamel, Chemicals, Packaging Material during the year. The power tariff in our area increased substantially during the FY 2022-23.

Expansion/Modernization Project.

During the year under review, we finalized and placed all the major purchase orders and completed the civil works for our new expansion/modernization project at Silvassa for estimated about 9000 MT/per year capacity at an estimated approx, cost of Rs. 70 Crores, for which the Company has been sanctioned a term loan of Rs. 35 Crores by HDFC Bank Limited. The project is now in advanced stage of implementation. Some ofthe equipments have already been commissioned. The project is likely to be completed by early of third quarter FY 2023-24 and effect thereof will accrue in Q3/Q4 of FY 202324 onwards. Some old capacity also may be partly de-commissioned during the year as part of ongoing modernization.

All figures mentioned are in below in Rs. lakhs.

The Total Revenue from Operations (net of taxes) is Rs.303357 (268314). PBDIT is 13835 (12430). Finance Cost is Rs.3290 (2490). Depreciation is 1416 (1516). PBT is 9128 (8423). Provision for Tax is 3179 (2122). PAT is 5949 (6301). Other Equity (Excluding revaluation) went up to 43244 (35331). Our Current Ratio 1.74 (1.52) and Debt Equity Ratio 0.04 (0.06). Profits during the year moderated mainly due to high impact of inflation and Finance Cost.

Despite the high inflation, increased in finance cost and volatile input rates/FX, your Company has put up steady and good performance. Declared Dividends, issued the bonus equity shares to the members and discharged all its financial commitment and obligation on time without any delay or defaults and moratorium.

Due to all the above factors, the macro-economic and Fiscal situation will remain challenging.

4. NUMBER OF BOARD MEETINGS HELD:

During the year under review, 9 (Nine) meetings of the Board of Directors were held as under:

27^th May, 2022, 11"¹ June, 2022, 11^,h August, 2022, 10"¹ November, 2022, 16^,h December, 2022, 23^rd December, 2022, 06^,hJanuary, 2023, 11^,h February, 2023 and 18^,h February, 2023.

As per the relaxation given by MCA and SEBI due to the Covid-19 pandemic, all the Board meetings of the company during the year under review were held through video conferencing.

The details of attendance of Directors with respect to above meeting are as follows:

Sr. No.	Name of the Person	No. of Meeting held	No. of Meeting attend/entitled
1	Shri Mahendra Mehta	9	9
2	Shri Milan Mehta	9	8
3	Shri Deepak Mehta	9	9
4	*Shri Ashwin Kothari	9	6
5	Shri Pradip Roy	9	9
6	Smt. Swati Maheshwari	9	8
7	Shri Niraj Bhukhanwala	9	9

* Shri Ashwin Kothari resigned on 06"¹ January, 2023, as an Independent Director of the Company.

Further, during the year, a separate meeting of the Independent Directors of the Company was held on 11^th February, 2023 to discuss and review the performance of all other non- Independent Directors, Chairperson of the Company and the Board as a whole and for reviewing and assessing the matters as prescribed under Schedule IV of Companies Act, 2013 and under Regulation 25(4) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

5. DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013, Directors of your Company hereby state and confirm that:

a) In the preparation of the annual accounts for the year ended 31^st March, 2023, the applicable accounting standards have been followed along with properexplanation relating to material departures;

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

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

d) they have prepared the annual accounts on a going concern basis;

e) they have laid down internal financial controls in the company that are adequate and were operating effectively.

f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and these are adequate and are operating effectively.

6. DECLARATION BY THE INDEPENDENT DIRECTOR:

The Independent Directors of the Company have submitted the declaration of Independence as required under Section 149(7) of the Act, confirming that they meet the criteria of independence under Section 149(6) of the Act, and Regulation 16(1)(b) of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations).

7. NOMINATION AND REMUNERATION POLICY:

The Policy of the Company on Directors'' appointment remuneration and other terms including criteria for determining qualifications, positive attributes, experience and any other matters as required to be provided for the Independence of a

Director as per subsection (3) of Section 178 of the Act and Regulation 19 of Listing Regulations is appended as Annexure-I to this Annual Report. The inter alia, provides that the Nomination and Remuneration Committee shall, formulate the criteria for Board membership, including the appropriate mix of Executive& Non-Executive Directors, Board Diversity and approve and recommend compensation packages and policies for Directors and Senior Management and lay down the effective manner of performance evaluation of the Board its Committees and the Directors and such other matters as provided under Section 178 of the Act and Listing Regulations.

The salient features of the Nomination and Remuneration Policy of the Company are outlined in the Corporate Governance Report which forms part of this Annual Report. The Policy is also available on the website of the Company www.precisionwires.com.

8. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

During the financial year 2022-23, following changes has taken place on the Board of Directors of the Company:

a. Shri Deepak M. Mehta, Re-appointed as Whole-Time Director of the Company for a period of three years starting from 1⁸¹ August, 2022.

b. Shri Mahendra M. Mehta, re-appointed as Chairman Director ofthe for a period of one year starting from 1^st October, 2022.

c. Shri Niraj Bhukhanwala, appointed for a period of 5 years as an Independent Director of the Company at the meeting held on 27^th May, 2022 and subsequently confirmed by the members of the Company at the Annual General meeting held on 2^nd September, 2022.

d. Shri Ashwin Kothari, Independent Director of the Company has resigned from the Company due to his age and other prior personal commitments w.e.f. 6"¹ January, 2023. The Company would like to place on record the long and meritorious guidance and advice rendered to the Company by Shri Ashwin Kothari ji.

All the Independent Directors of the Company have given their declaration for the FY 2022-23 that they continue to meet all the criteria as specified under Section 149(6) & (7) of the Companies Act, 2013 and under Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and that they are Independent of the management in respect of their position as an "Independent Director" in the Company.

Annual Evaluation

The Companies Act, 2013 not only mandates Board and Directors evaluation, but also requires the evaluation to be formal, regularized and transparent. SEBI has also notified Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (''Listing Regulations 2015'') on 2^nd September, 2015, whereby it has aligned the present Listing Agreement with the Companies Act, 2013. In accordance with the provisions of the Companies Act, 2013 and relevant Regulations of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and on the recommendation of the Nomination and Remuneration Committee, the Board of Directors of the Company at its meeting held on 27^th May, 2023 undertook an annual evaluation of the performance of the Board, its committees and all the individual Directors.

9. AUDITOR:

a. Statutory Auditor

M/s. S.R. Divatia & Company, Chartered Accountants (ICAI Firm Registration No. 102646W), firm of Chartered Accountant appointed as Statutory Auditor of the from the conclusion of this 33^rd AGM to the end 38"¹ AGM of the Company.

There are no qualifications, reservations or adverse remarks or disclaimers made by the Statutory Auditors in their audit reportfor the financial year ended on 31^st March, 2023.

During the year under review, Company has paid an total fees of Rs. 10 Lakhs (Rupees Ten Lakhs) to the Statutory Auditor of the Company, for the Audit of the Financial of the Company.

b. Cost Auditors:

Based on the recommendation of the Audit Committee and passed by the Board at its meeting held on 27^th May, 2022 the Board has appointed M/s. Gangan & Co., Cost Accountants as the Cost Auditors to audit the Cost accounts of the Company for the Financial Year 2022-23 at a remuneration of Rs.2.75 lakhs plus taxes as may be applicable and reimbursement ofout of pocket expenses, subject to approval of Members at the ensuing AGM.

The Cost Accounting records maintained by the Company for Products covered under GST Tariff of India Chapter Heading / sub heading HS 8544 (Winding Wires Made of Copper and also insulating varnish HS 3208/09 are subject to yearly audit by qualified Cost Auditors.

c. Secretarial Auditor:

The Secretarial Audit Report along with Secretarial Compliance report for the financial year ended 31^st March, 2023 under Companies Act, 2013, read with Rules made thereunder and Regulation 24A of the Listing Regulations (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) is set out in the as Annexure II to this Annual Report.

There were no qualifications, reservations or adverse remarks or disclaimers made by the Secretarial Auditors in their audit report forthe financial yearended on 31^st March, 2023.

10. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

The details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Act, read with Companies (Meeting of Board and Its Powers) Rules, 2014 as on 31^st March, 2023 are given in the notes to the Financial Statements forming part of this Annual report. The Company has not given any Loans/Guarantees to any individual/body corporate, except to its employees.

11. SUBSIDIARIES, JOINT VENTURES OR ASSOCIATED COMPANIES:

The Company doesn''t have any Subsidiary, JointVenture or Associated Companies.

12. RELATEDPARTY TRANSACTIONS:

All transactions entered with Related Parties, during the financial year were in the ordinary course of business and on an arm''s length basis on normal commercial terms and do not attract the provisions of section 188 of the Companies Act, 2013. Thus, there are no transaction required to be disclosed under form AOC-2. There were no materially significant related party''s transactions during the financial year with Promoters, Directors and Key Managerial Personnel which were in conflict with the interest of the Company. Suitable disclosure as required by the Accounting Standards (AS18) has been made in the notes to the Financial Statements.

The Board has approved a policy for interested related party transactions which has been uploaded on the Company''s website.

The Company has frame work for the purpose of identification and monitoring of related party transactions. All related Party transactions are placed before the Audit Committee as also to the Board of Director''s for approval. Prior omnibus approvals are granted by the Audit Committee for related party transactions. Transactions entered into pursuant to omnibus approval are placed before the Audit Committee and Board for review and approval on quarterly basis.

The Company in terms of Regulation 23 of the Listing Regulations submits within 30 days from the date of publication of its standalone and consolidated financial results for the half year, disclosures of related party transactions on a consolidated basis, in the format specified in the relevant accounting standards to the stock exchanges. The said disclosures can be accessed on the website of the Company at httDs://www.precisionwires.com.

13. PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars in respect of conservation of energy, technology absorption and foreign exchange earnings and outgo, as required under Section 134(3)(m) of the Act, read with the Companies (Accounts) Rules, 2014 is given in Annexure III to this Annual Report

14. DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY:

The Company has been addressing various risks impacting the Company. Risk management is integral to your Company''s strategy and for the achievement of our long-term goals. Our success as an organization depends on our ability to identify and leverage the opportunities while managing the risks.

Pursuant to SEBI (Listing Obligations and Disclosure Requirements) (Fifth Amendment) Regulations, 2021, the risk management Committee has made applicable to Top 1000 Companies as per market capitalization. Hence Risk management Policy and constitution of the same has become applicable to the Company.

Hence, Risk Management policy has been framed and uploaded on the website of the Company at www.precisionwires.com.

The Risk Management Committee of the Company comprised of the below mentioned Directors:

a. Shri Milan M. Mehta - Vice Chairman and Managing Director

b. Shri Niraj Bhukhanwala - Non-Executive Independent Director

c. Shri Deepak M. Mehta - Whole-Time Director

The Company is also mitigating these risks with the help of regular external compliance audits.

15. CORPORATE SOCIAL RESPONSIBILITY (CSR):

In terms of Section 135 and Schedule VII of the Companies Act, 2013, the Board of Directors of the Company has constituted a CSR Committee. The Committee comprises of One Independent Director and Two Executive Directors. The CSR Policy has been uploaded on the website ofthe Company.

As required under the Companies Act, 2013, During the year under review, the Company was required to contribute Rs. 118.76 lakhs. The Company has fully contributed the entire amount to eligible entities as required pursuant to provisions of Section 135 of the Companies Act, 2013. The detailed statement in Annexure- IV is the part of the Director Report.

The CSR projects of the Company are primarily focused in the areas of Education, healthcare, promotion of Sports and skill development, social welfare, rural development and eradication of hunger and malnutrition etc.

16. CORPORATE GOVERNANCE:

Pursuant to Regulation 34 of Listing Regulations, the Corporate Governance Report together with Certificate from Practicing Chartered Accountant, on compliance with the conditions of Corporate Governance as lay down, forms a part of this Annual Report.

17. PREVENTION OF SEXUAL HARASSMENT AT WORK PLACE:

The Company has formulated a Policy on Prevention of Sexual Harassment at Workplace for prevention, prohibition and redressal of sexual harassment at workplace in accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (hereinafter referred to as "Prevention of Sexual Harassment Act").

No Complaints of sexual harassment were received during the financial year 2022-23 by the Company.

18. PERFORMANCE EVALUATION:

The Nomination and Remuneration Committee has defined the evaluation criteria for the Board, its Committees and Directors.

The Committees of the Board were evaluated after taking inputs from the Committee members on the basis of criteria such as degree of fulfillment of key responsibilities, adequacy of Committee composition and effectiveness of meetings.

The Board and the Nomination and Remuneration Committee reviewed the performance of the individual Directors on aspects such as attendance and contribution at Board/Committee Meetings and guidance/support to the management outside Board/Committee Meetings. In addition, the Chairman was also evaluated on key aspects of his role, including setting the strategic agenda ofthe Board, encouraging active engagement by all Board members.

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..

19. DEPOSITS:

The Company has not accepted any deposit from the public falling within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

20. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

There are no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Company''s operations at present so far.

21. PARTICULARS OF EMPLOYEES UNDER SECTION 197(12) AND RULE 5 OF COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014:

The Statement of Disclosure of Remuneration under Section 197 of the Act and Rules 5(1) and 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 ("Rule") is appended as Annexure- V to this Directors'' Report.

22. AUDIT COMMITTEE OF THE COMPANY:

The Companies Audit Committee consists offollowing Independent Directors:

a. Shri Niraj Bhukhanwala (Chairman) - Independent Director - Appointed on 06"¹ January, 2023 in the Committee.

b. Shri Ashwin Kothari (Chairman) - Independent Director - Resigned on 06^th January, 2023 from the Company.

c. Shri Pradip Roy- Non-Executive Independent Director.

d. Smt. Swati Gokul Maheshwari - Non-Executive Independent Director.

e. Shri Milan M. Mehta - Non-Voting Member - Managing Director.

The composition of the Audit Committee is in compliance with the requirements of Section 177 of the Act, and Regulation 18ofthe Listing Regulations.

All members of the Audit Committee are financially literate and have experience in financial management. All the recommendations made by the Audit Committee were accepted by the Board of Directors of the Company.

23. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

Your Company has an effective internal control and risk-mitigation system, which are constantly assessed and strengthened with new/revised standard operating procedures. The Company''s internal control system is commensurate with its size, scale and complexities of its operations. The internal and operational audit is entrusted to M/s. Kailash Chand Jain & Co, Chartered Accountants, reputed firm of Chartered Accountants. The main thrust of internal audit is to test and review controls, appraisal of risks and business processes, besides benchmarking controls with best practices in the Industry.

The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen the same. The Company has a robust Management Information System, which is an integral part of the control mechanism.

The Audit Committee of the Board of Directors, Statutory Auditors and the Business Heads are periodically apprised of the internal audit findings and corrective actions taken. Audit plays a key role in providing assurance to the Board of Directors. Significant audit observations and corrective actions taken by the management are presented to the Audit Committee of the Board. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee.

24. VIGIL MECHANISM/WHISTLE BLOWER POLICY:

The Company has a robust vigil mechanism through its Whistle Blower Policy approved and adopted by Board of Directors of the Company in compliance with the provisions of Section 177(10) ofthe Act and Regulation 22 ofthe Listing Regulations.

The Policy also provides adequate protection to the Directors, employees and business associates who report unethical practices and irregularities. Any incidents that are reported are investigated and suitable action is taken in line with the Whistle Blower Policy. The Whistle Blower Policy of the Company can be accessed at website of the Company at www.precisionwires.com.

25. MANAGEMENT DISCUSSION AND ANALYSIS:

Management''s Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is presented in a separate section and forms part of this Annual Report.

26. BUSINESS RESPONSIBILITY AND SUSTAINIBILITY REPORT:

In terms of Regulation 34(2)(f) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, detailed information on the initiatives taken by the Company from an environmental, social and governance perspective is provided in the Business Responsibility and Sustainability Report which forms part of this Report.

27. PREVENTION OF INSIDER TRADING:

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

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company''s shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. The Company also maintains structural Digital Data base of all insider, as directed by the SEBI.

All Board members and the designated employees have confirmed compliance with the Code.

28. OTHER DISCLOSURES:

a. The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Meetings ofthe Board of Directors and General Meetings;

b. None of the Auditors of the Company have reported any fraud as specified under the second proviso of Section 143(12) of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force);

c. The Company does not have any scheme or provision of money for the purchase of its own shares by employees/ Directors or by trustees for the benefit of employees/ Directors; and

d. The Company has not issued equity shares with differential rights as to dividend, voting or otherwise.

e. No fraud has been reported by the Auditors to the Audit Committee or the Board.

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

g. There is no proceeding filed/pending underthe Insolvency and Bankruptcy Code, 2016.

h. All the fiscal commitment of Company have been met/discharged on time without any delay or defaults.

29. ACKNOWLEDGEMENTS:

Your Directors place on record their sincere appreciation for significant contribution made by employees of the Company at each level, through their dedication, hard work and commitment.

The Board places on record its appreciation for the continued co-operation and support extended to the Company by various Banks, Stock Exchanges, NSDL and CDSL. The Board wishes to express its grateful appreciation for the assistance and co-operation received from Vendors, Customers Consultants, Banks, Financial Institutions, Central and State Government bodies, Dealers, and other Business Associates. The Board deeply acknowledges the trust and confidence placed by the consumers of the Company and, above all, the shareholders.

Mar 31, 2018

The Directors hereby present the Twenty Ninth Annual Report of your Company, together with the Audited Accounts for the year ended 31st March, 2018.

1. Financial Results

(Rupees in Lakhs)

	2017-18	**2016-17
Revenue from operations
(including Excise Duty & GST)	169863.07	102427.92
Less: GST	(24923.74)	-
Sub Total	144939.33	102427.92
Less: Excise Duty	(4156.75)	(14013.21)
Revenue from operations (Net)	140782.58	88414.71
Operating Profit	8531.80	5392.70
Add: Otherlncome	204.59	292.78
Profit before Financial Charges,
Depreciation & Taxes	8736.39	5685.48
Financial Charges	(1520.27)	(922.87)
Depreciation	(1406.99)	(1428.55)
Profit before Taxes &
Extra-ordinary Items	(5809.13)	3334.06
Extra-ordinary Items	-	-
Profit before Taxes	5809.13	3334.06
Less: Provision for Tax	(2210.86)	(1079.62)
Profit after Tax	3598.27	2254.44
OtherComprehensive Income
(net of taxes)	(38.00)	(44.59)
Total Comprehensive Income
for the period	3560.27	2209.85
Add: Balance brought forward
from lastAccount	880.28	541.30
Balance available: (A)	4440.55	2751.15
Which the Board of Directors
have appropriated as under:
(i) Transfer to General Reserve	1700.00	1175.00
(ii) Dividend:
a) Final Dividend @25%
paid for F.Y. 2015-16		289.09
b) Interim Dividend @25%
paid for F.Y. 2016-17		289.08
c) Final Dividend @40%
paid for F.Y. 2016-17	520.36
d) Interim Dividend @45%
paid for F.Y. 2017-18	462.55
All above dividends were paid on fully
paid Equity Shares of Rs. 5/-each
As per Ind AS, Final Dividend
shall be provided for and paid
subjectto the approval of the
members at the ensuing AGM
(iii) Corporate Tax on Dividend	200.10	117.70
(B)	2883.01	1870.87
Balance carried forwarded
in Profit & Loss A/c (A-B)	1557.54	880.28

** the figures of F.Y. 2016-17 are as per Indian Accounting Standards (Ind AS) and are regrouped accordingly.

2. Dividend

Your Directors are pleased to recommend a Final Dividend of Rs. 2.50 perfully paid-up equity share of face value of Rs. 51-each for the year ended 31st March, 2018, subject to the approval of Members at the Annual General Meeting on 8th September, 2018. The Interim Dividend of Rs. 21- per equity share for the year was recommended at the Board Meeting held on 12.02.2018 and paid in March, 2018.

3. Operations

OurProduction and sales during the yearare higher than last year. Demand from Electrical Equipment sector has revived. Emphasis of the Government for the growth of Electric Power, Capital Goods and Infrastructure Sector continues. The overall economic and industrial climate and sentiment in the country is improving. We are optimistic for the future growth of the Industry as the above sectors are the Principal customer of our Products.

GST was implemented from 1st July, 2017. The industry and the customers during the second quarter of the fiscal endeavored to understand and get some operational experience of this new statute. The demand from our Customers during Q2, 2017 was therefore low. Government issued clarificatory guidance in this regard from time to time. Demand of our products was higher during the rest of the period of the year. It is hoped that the Government will simplify the rules further for easier and faster implementation thereof. In long term, GST could be beneficial for the industry, trade and the Country.

Imports of Electrical Equipments through all FTA''s and PTA''s need to be looked into by the Government so as to protect the domestic downstream Electrical Equipment Manufacturing Industry and to ensure a level playing field. This includes the proposed RCEP Trade Agreement which is currently under negotiation.

International Price of our primary input increased during the year. Increase in the rate of hydrocarbons shall impact the cost of Insulating Varnish and chemicals, etc. We are implementing expansion of Unit-5 for manufacture of Enamelled Round Winding Wire made of Copper. Civil Work is in progress. By 31st March, 2020, Installed Capacity may go up about 8000 MTS barring unforeseen circumstances. Marginal increase in Rectangular Conductor Division is likely during the yeardue to installation of balancing equipments.

Members empowered, through Postal Ballot in April, 2018, the Board with increase in Borrowing Powers.

Your Company has performed well during the year under review.

In anticipation of improved demand, the Company is further increasing capacity of Enamelled Round Winding Wires made of Copper and plans to invest during the next one to two years on capital equipments mostly for expansion / modernisation.

Our Direct Exports though lower, are holding, despite severe competition and Custom Tariff discrimination.

We have provided for CSR Contribution for the Year under review as required.

There are no material changes and commitments 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;

Your Company has been performing consistently well, and is continuously a dividend-paying company with low debt gearing and is the market leader. We have discharged all our fiscal obligations on time, without delay or default.

Shri P.N. Vencatesan (DIN: 00086652), Independent NonExecutive Director and Chairman of Audit Committee, Nomination & Remuneration Committee and Stakeholders Relationship Committee expired on 18th March, 2018. He was the Director since inception of the Company and we are grateful for the guidance and advise rendered by him.

Shri Pratapbhai R. Merchant (DIN: 00022223), Independent Non-Executive Director and Member of Audit Committee and Nomination & Remuneration Committee has resigned due to Visual Impairment w.e.f. closing of working hours on 31st March, 2018. Company is grateful for his guidance on financial matters from time to time.

Shri A.P Kothari (DIN: 00033730), Independent NonExecutive Director and Member of Audit and Nomination & Remuneration Committee was appointed as Chairman of the Audit and Nomination & Remuneration Committee.

Smt. Swati Gokul Maheshwari (DIN: 07091067) has been Re-appointed for a period of five years as an Independent lady Director which has been approved by the Shareholders through Postal Ballot on April 6, 2018. She was also appointed as Chairman of the Stakeholders Relationship Committee, Member of Audit Committee and Nomination & Remuneration Committee w.e.f. 7th April, 2018.

Briefly stated below is the financial performance, in Rs./Lakh: The PBDIT is 8736.39 (5685.48), Finance Cost 1520.27 (922.87) Depreciation 1406.99 (1428.55), PBT 5809.13 (3334.06), Provision for Tax 2210.86 (1079.62). PAT 3598.27 (2254.44), Total Comprehensive Income for the period 3560.27 (2209.85) is higher than previous year. Our Reserves and Surplus (excluding Revaluation) are about Rs. 22494.68 (20117.42) at the end of March 2018. Our important operating ratios are healthy.

4. Extract of Annual Return:

The details forming part of the extract of the Annual Return in Form MGT-9, as required under Section 92 of the Companies Act, 2013, is included in this Report as Annexure - A and forms an integral part of this Report.

5. Number of Board Meetings held:

During the year under review, 5 (Five) meetings of the Board of Directors were held as under:

08-05-2017, 06-09-2017, 20-11-2017, 07-12-2017 and 12-02-2018.

6. Directors'' Responsibility Statement:

Pursuant to Section 134(5) of the Companies Act, 2013, Directors of your Company hereby state and confirm that:

a) in the preparation of the annual accounts for the year ended 31st March, 2018, the applicable Ind AS have been followed along with proper explanation relating to material departures;

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

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

d) they have prepared the annual accounts ongoing concern basis;

e) they have laid down internal financial controls in the company that are adequate and were operating effectively.

f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and these are adequate and are operating effectively.

7. Nomination and Remuneration Policy:

The Board of Directors follows the policy as per the Act regarding appointment and remuneration etc of the Executive Directors ofthe Company. No remuneration was paid to Independent Directors except sitting fees for attending the Meetings of the Board/Committees. The Managing Directors appoint and fix from time to time the remuneration and perks ofthe Key Managerial Personnel of the Company. The Company has three Executive Directors on the Board and Six Non-Executive-Independent Directors, including a Woman Director.

8. Key Managerial Personnel:

Sr. No.	Name ofthe Person	Designation
01	Shri Mahendra R Mehta	Chairman and Managing Director
02	Shri Milan M Mehta	Vice-Chairman and Managing Director
03	Shri Deepak M Mehta	Whole-time Director
04	CA, Mohandas Pai	CFO &GM Finance and Accounts
05	Mrs. Nishthi H Dharmani	Company Secretary

9. No Qualification, Reservation or Adverse Remark or DisclaimerMade:

(i) by the auditors in their report; and

(ii) by the company secretary in practice in her secretarial audit report;

10. Particulars of Loans, Guarantees or Investments:

The Company has not given any Loans/Guarantees to any individual/body corporate, except to its employees.

11. The name of the Companies which have become or ceased to be its Subsidiaries, Joint Ventures or Associated Companies during the year: NA

12. Related Party Transactions:

All transactions entered with Related Parties, during the financial year were in the ordinary course of business and on an arms length basis on normal commercial terms and do not attract the provisions of section 188 of the Companies Act, 2013. Thus disclosure in form AOC-2 is not required. There were no materially significant related party''s transactions during the financial yearwith Promoters, Directors and Key Managerial Personnel which were in conflict with the interest of the Company. Suitable disclosure as required under Ind AS 24 has been made in the notes to the Financial Statements.

The Board has approved a policy for interested related party transactions which has been uploaded on the Company''s website.

13. Conservation of energy, technology absorption, foreign exchange earnings and outgo:

Information required under section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is given in the Annexure-B to this report.

14. Development and Implementation of a Risk Management Policy:

The Company has been addressing various risks impacting the Company.

Some ofthe risks that the Company is exposed to are:

Foreign Exchange Risks

The Company''s policy is to actively manage its foreign exchange risk on import of inputs and export of finished goods.

Commodity Price Risks

The Company is exposed to the risk of price fluctuation of raw materials and foreign Exchange. Generally, so far it is practicable the Company purchases Copper back-to-back after the receipt of the order / Consumer opted Copper bookings so as to minimize the above risk.

Regulatory Risks

We endeavour to submit and file data with concerned Authorities, so as to comply with Regulations/Laws in time. Wherever we are unable to understand/grasp certain Regulations, we take assistance of Qualified and experienced consultants.

The Company is also mitigating these risks with the help of regularexternal compliance audits.

15. Corporate Social Responsibility (CSR):

In terms of Section 135 and Schedule VII of the Companies Act, 2013, the Board of Directors of the Company has constituted a CSR Committee. The Committee comprises of One Independent Director and Two Executive Directors. The CSR Policy has been uploaded on the website of the Company.

For FY 2016-17, we had made provision for the CSR-Amount of Rs. 43.89 lakh (rounded off). There against, to the eligible recipients we have contributed:-

Indian Ex Servicemen movement (All India Foundation of Military Veterans Organisation - Rs. 25.00 lakhs.

Students'' Educational and Cultural Movement of Ladakh (SECMOL)- Rs. 6.39 lakhs.

Ultratech Community Welfare Foundation - Rs.12.50 lakhs total Rs. 43.89 lakhs (rounded off).

For the year under review, we have made a provision of Rs. 50.68 lakhs (Rounded off) towards CSR contribution subject to approval by the Members at AGM. As required underthe Companies Act, 2013, the statement in Annexure C is a part of the Directors Report. Income Tax deductions/benefit has not been availed for CSR contributions.

16. Corporate Governance:

Please refer to the Annexure D to the Directors Report in the Audited Annual Report for the Accounting Year 2017-18.

The Company has framed a Code of Conduct for all its Board Members and Senior Management Personnel of the Company, who have affirmed compliance thereto. The said Code of Conduct has been posted on the Company''s website. The Declaration to this effect signed by the CEO is made a part of the Annual Report.

17. Prevention of Sexual Harassment at Work Place:

The Company has zero tolerance towards sexual harassment at the workplace and has formed committees called Internal Complaints Committee at Corporate Office for prevention and prohibition of sexual harassment and redressal against complaints of sexual harassment of working women at the workplace as per Sexual Harassment of Women at Workplace (Prevention, Prohibition And Redressal) Act, 2013 read with Sexual Harassment of Women at Workplace (Prevention, Prohibition And Redressal) Rules, 2013.

This Internal Complaints Committee has the power/jurisdiction to deal with complaints of sexual harassment of working women as per the rules specified therein. All the employees (permanent, contractual, temporary, trainees) are covered underthis policy.

During the financial year 2017-18, no such complaints were received across the organization.

18. PerformanceEvaluation:

The Board has carried out performance evaluation of itself, its Committees and each of the Directors (without participation of the concerned director). Independent Directors collectively evaluated the Board''s performance, performance of the Chairman and other non-independent Directors. The Nomination and Remuneration Committee also reviewed the performance of the Board, its Committees and ofthe Directors.

As on date, we have Four Independent, Non Executive Directors and Three Executive Directors

19. Deposits:

The Company has not accepted any deposit from the public falling within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

20. There are no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Company''s operations at present so far.

21. Particulars of Employees under Section 197(12) and Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

The Statement of Disclosure of Remuneration under Section 197 of the Act and Rules 5(1) and 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 ("Rule") is appended as Annexure-E to this Directors'' Report.

22. Listing / Dematerialisation of the Company''s Equity Shares:

a) The Equity Shares of your Company continue to be listed at the Bombay Stock Exchange Ltd, (BSE) and National Stock Exchange of India Ltd (NSE) and the required Annual Listing Fees have been paid in time.

b) The Equity Shares of the Company are compulsorily traded in dematerialized form as prescribed by SEBI. The same are registered with both National Securities Depository Ltd. (NSDL), Trade World, 4th Floor, Kamala Mills Compound, Senapati Bapat Marg, Lower Parel, Mumbai - 400 013, and Central Depository Services (India) Limited (CDSL), Marathon Futurex, A-Wing, 25th Floor, N.M. Joshi Marg, Lower Parel (East), Mumbai - 400 013, Under ISIN No. INE372C01029 common for both.

23. Auditors:

a) Statutory Auditor:

Ms. Parvathy Ganesh, Chartered Accountant, (Membership No. 132282) was appointed as Statutory Auditor at the 28th AGM of the Company, held on 19th August, 2017 for a period of Five years w.e.f. 2017-18 from the conclusion of 28th AGM until the conclusion of33rd AGM ofthe company to be held in the year 2022. As per the notifications issued by Ministry of Corporate affairs, New Delhi, dated 7th May, 2018 vide GSR 432(E) the requirement of ratifying of the Appointment of Statutory auditor at Each AGM is omitted.

b) Cost Auditors:

Based on the recommendation of the Audit Committee and passed by the Board at its meeting held on 30th May, 2018 the Board has appointed M/s. Gangan & Co., Cost Accountants as the Cost Auditors to audit the Cost accounts of the Company for the Financial Year 2018-19 at a remuneration of Rs. 3,00,000/- plus service tax as applicable and reimbursement of out of pocket expenses, subject to approval of Members at the ensuing AGM.

The Cost Accounting records maintained by the Company for Products covered under GST Tariff of India Chapter Heading / sub heading 8544 (Winding Wires Made of Copper) are subject to yearly audit by qualified Cost Auditors.

The cost audit report for the financial year 2016-17 was filed with the Ministry of Company Affairs on 2nd November, 2017.

c) Secretarial Audit:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s Ragini Chokshi & Company, a firm of Company Secretaries in Practice (C.P. Number 1436) to undertake the Secretarial Audit of the Company for FY 2018-19. The Secretarial Audit Report for FY 2017-18 is included as "Annexure-F" and forms integral part of this report.

In the Secretarial Audit Report, there is no qualification for the year under review.

The Company has complied with Secretarial standards issued by the Institute of Company Secretaries of India on meeting of the Board of Director and General Meetings.

24. Directors:

a) The term of appointment of Shri Milan M. Mehta, as Vice Chairman & Managing Director, has expired on 31st March, 2018. On the recommendation of Nomination and Remuneration Committee, the Board of Directors, at their meeting held on 7th December, 2017, re-appointed Shri Milan M. Mehta as Vice Chairman & Managing Director for a period of three years w.e.f. 1st April, 2018 subject to the approval of the members at ensuing AGM and other statutory approval required, ifany.

b) Pursuant to Section, 152 ofthe CompaniesAct, 2013, and the Articles of Association of the Company, Shri Milan M. Mehta, Director shall retire by rotation at the end of ensuing Annual General Meeting, and being eligible, offer himselffor re-appointment in accordance with the provisions ofthe CompaniesAct, 2013.

The brief resume of the Director being appointed/ re-appointed, the nature of his expertise in specific functional areas, names of companies in which he holds directorships, committee memberships/ chairmanships, their shareholding etc., are furnished in the explanatory statement to the notice of the ensuing Annual General Meeting.

Your Directors therefore, recommend his appointment/re-appointment at the ensuing Annual General Meeting.

c) All independent directors have given declaration that they meet the criteria of independence as laid down under section 149(6) of the Companies Act, 2013 and listing regulations.

d) Details of key managerial personnel who were appointed or have resigned during the year â None

25. Internal Control Systems and their Adequacy:

Your Company has an effective internal control and risk-mitigation system, which are constantly assessed and strengthened with new/revised standard operating procedures. The Company''s internal control system is commensurate with its size, scale and complexities of its operations. The internal and operational audit is entrusted to M/s. Devdhar & Associates, reputed firm of Chartered Accountants. The main thrust of internal audit is to test and review controls, appraisal of risks and business processes, besides benchmarking controls with best practices in the industry.

The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen the same. The Company has a robust Management Information System, which is an integral part ofthe control mechanism.

The Audit Committee of the Board of Directors, Statutory Auditors and the Business Heads are periodically apprised of the internal audit findings and corrective actions taken. Audit plays a key role in providing assurance to the Board of Directors. Significant audit observations and corrective actions taken by the management are presented to the Audit Committee of the Board. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman ofthe Audit Committee.

26. Vigil Mechanism/Whistle Blower Policy:

The Company has a vigil mechanism to deal with instance of fraud and mismanagement, if any. The Policy is posted on the website ofthe Company.

27. Acknowledgements:

The Directors wish to place on record their deep appreciation of the continued assistance and co-operation from Bank of Baroda, ICICI Bank Ltd., the Administration of Union Territory of Dadra and Nagar Haveli, Palej Gram Panchayat, Shareholders and all the Staff and employees ofthe Company.

For and on behalf of the Board,

Mahendra R. Mehta,

Chairman and Managing Director

Mumbai

Dated : 30th May, 2018

Mar 31, 2017

The Members

The Directors hereby present the Twenty Eighth Annual Report of your Company, together with the Audited Accounts for the year ended 31^st March, 2017.

1. Financial Results
	2016-17	(Rupees in Lacs) 2015-16
Sales (including Excise Duty)	102427.92	97309.65
Less : Excise Duty	(14013.21)	(12961.04)
Sales (Net of Excise Duty)	88141.71	84348.61
Operating Profit	5321.45	5188.07
Add: Other Income	292.77	161.09
Profit before Financial Charges, Depreciation & Taxes	5614.22	5349.16
Financial Charges	(922.77)	(1112.10)
Depreciation	(1417.68)	(1577.38)
Profit before Taxes &
Extra-ordinary Items	3273.67	2659.68
Extra-ordinary Items	-	-
Profit before Taxes	3273.67	2659.68
Less : Provision for Tax	(1069.81)	(956.71)
Profit after Tax	2203.86	1702.97
Add: Balance broughtforward from last Account	261.96	213.64
Balance available : (A)	2465.82	1916.61
Which the Board of Directors
have appropriated as under:
(i) Transfer to General Reserve	1170.00	750.00
(ii) Dividend*, recommended
Total 70% out of which		751.63
a) interim Dividend @ 25%
paid duringtheyearonface value of Rs. 5/- per share.	* 289.09
b) *Final Dividend proposed @45 %	* 520.36
* subject to the approval of Members at the ensuing AGM
(iii) Corporate Tax on Dividend
payable * for the year	*164.79	153.02
(B)	2149.24	1654.65

Profit & Loss A/c (A-B)	*316.58	261.96

2. Operations

Our Production and sales during the year are higher than last year. Internal Rates of our Primary Input, Copper rose in the second half of the year under review.

The overall fiscal, economic and industrial climate and sentiment in the country is improving. Demand from the Electrical Equipment Sector has shown some signs of revival. Emphasis of the Government for the growth of Electric Power, Capital Goods and Infrastructure Sector continues. We are optimistic for the future growth of the Industry as the above sectors are the Principal customer of our Products.

GST is around the corner and we welcome the same. However, there may be lower demand for our Goods in the initial stages of GST as the Industry may adjust their inventories and will try to understand and experience the operational part of the new legislation. We hope that the Government will be able to sort out the initial difficulties quickly and will simplify the Rules for easier and faster implementation. In the long term, GST could be beneficial for the Industry, Trade and the Country.

Imports through all FTA''s and PTA''s need to be looked into by the Government so as to protect the downstream Electrical Equipment Manufacturing Industry and to ensure a level playing field. This includes the proposed RCEP Trade Agreement which is currently under negotiation.

Considering the challenging Industrial and Economic Climate during the Year under review, your Company has performed well.

Briefly stated the financial performance is as under, in Rs/Lacs: The PBDIT is 5580.29 (5349.16), Finance Cost 922.87 (1112.10) Depreciation 1417.68 (1577.38), PBT 3273.64 (2659.68), and Provision for Tax 1069.81 (956.71). PAT 2208.83 (1702.97) is higher than previous year. Our Reserves and Surplus (excluding Revaluation) are about Rs. 19553.71 (18315) at the end of March 2017. Our important operating ratios are healthy.

In anticipation of a revival in the Power Sector, the Company is further increasing capacity of Continuously Transposed Conductors (CTC).

Our New Unit 5 for Enameller Round Wires commenced production during Q2 of FY 2016-17.

The Company plans to invest during the next 2-3 years on Capital Equipments and other Fixed Assets mostly for the purpose of modernization.

Our Direct Exports though lower, are holding, despite severe competition and Custom Tariff discrimination.

We have provided for CSR Contribution for the Year under review as required.

Your Company has been performing consistently well, is continuously a dividend-paying company with low debt gearing and is the market leader. We have discharged all our fiscal obligations on time, without delay or default.

3. Extract of Annual Return:

The details forming part of the extract of the Annual Return in Form MGT-9 , as required under Section 92 of the Companies Act, 2013, is included in this Report as Annexure A and forms an integral part of this Report.

4. Number of Board Meetings held:

During the year under review, 4 (Four) meetings of the Board of Directors were held as under:

26-05-2016, 10-08-2016, 09-11-2016and 13-02-2017.

5. Directors'' Responsibility Statement

Pursuant to Section 134(5) of the Companies Act, 2013, Directors ofyour Company hereby state and confirm that:

a) In the preparation of the annual accounts for the year ended 31^st March, 2017, the applicable accounting standards have been followed along with proper explanation relating to material departures;

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

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

d) They have prepared the annual accounts on a going concern basis;

e) They have laid down internal financial controls in the company that are adequate and were operating effectively.

f) They have devised proper systems to ensure compliance with the provisions of all applicable laws and these are adequate and are operating effectively.

6. Nomination and Remuneration Policy:

The Board of Directors follows the policy as per the Act regarding appointment and remuneration etc of the Executive Directors of the Company. No remuneration was paid to Independent Directors except sitting fees for attending the Meetings of the Board/Committees. The Managing Directors appoint and fix from time to time the remuneration and perks of the Key Managerial Personnel of the Company. The Company has three Executive Directors on the Board and Six NonExecutive Independent Directors, including a Woman Director.

7. Key Managerial Personnel:

Sr. No.	Name of the Person	Designation
01	Shri Mahendra R Mehta	Chairman and Managing Director
02	Shri Milan M Mehta	Vice-Chairman and Managing Director
03	Shri Deepak M Mehta	Whole-time Director
04 05	C.A. Mohandas Pai Mrs. Nishthi H Dharmani	CFO &GM Finance and Accounts ComDanv Secretary

8. No Qualification, Reservation or Adverse Remark or Disclaimer Made:

(i) by the auditor in his report; and

(ii) by the company secretary in practice in her secretarial audit report;

9. Particulars of Loans, Guarantees or Investments:

The Company has not given any Loans/Guarantees to any individual/body corporate, except to its employees.

In FY 2015-16, the Company invested Rs.185 Lacs in M/s. NewGen Wires and Coils Pvt. Ltd. towards purchase of Equity Shares.

10. The name of the Companies which have become orceased to be its Subsidiaries, Joint Ventures or Associated Companies during the year:

M/s. NewGen Wires and Coils Pvt. Ltd. (CIN : U74900KA2015PTC082743) having Registered Office at V-28, Peenya, 2ⁿÂ° Stage, Nelagendranahalli, Bangalore - 560 058, Karnataka, has ceased to be the Associate of the Company during the year.

11. Related Party Transactions:

2013. Thus disclosure in form AOC-2 is not required. There were no materially significant related party''s transactions during the financial year with promoters, Directors and Key Managerial Personnel which were in conflict with the interest of the Company. Suitable disclosure as required by the Accounting Standards (AS18) has been made in the notes to the Financial Statements.

The Board has approved a policy for interested related party transactions which has been uploaded on the Company''s website.

The Company has frame work for the purpose of identification and monitoring of related party transactions. All related Party transactions are placed before the Audit Committee as also to the Board of Director''s for approval. Prior omnibus approvals are granted by the Audit Committee for related party transactions. Transactions entered into pursuant to omnibus approval are placed before theAudit Committee and Board for review and approval on quarterly basis.

12. There are no material changes and commitments 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;

13. Conservation of energy, technology absorption, foreign exchange earnings and outgo:

Information required under section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is given in the Annexure-B to this report.

14. Development and Implementation of a Risk Management Policy:

The Company has been addressing various risks impacting the Company.

Some of the risks that the Company is exposed to are:

Foreign Exchange Risks

The Company''s policy is to actively manage its foreign exchange risk on import of inputs and export offinished goods.

Commodity Price Risks

Regulatory Risks

We endeavour to submit and file data with concerned Authorities, so as to comply with Regulations/Laws in time. Wherever we are unable to understand/ grasp certain Regulations, we take assistance of Qualified and experienced consultants.

The Company is also mitigating these risks with the help of regular external compliance audits.

15. Corporate Social Responsibility (CSR):

In terms of Section 135 and Schedule VII of the Companies Act, 2013, the Board of Directors of the Company has constituted a CSR Committee. The Committee comprises of One Independent Director and Two Executive Directors. The CSR Policy has been uploaded on the website of the Company.

In FY 2015-16, we had made provision for the CSR-Amount of Rs. 42.05 lacs (rounded off). There against, in the current year, we have contributed Rs. 25.00 lacs to the Hindu Women''s Welfare Society, Matunga, Mumbai and balance Rs. 17.05 lacs to Indian Institute of Science Education and Research (USER), Pune, both are eligible recipients.

In the year under review, we have made a provision of Rs. 43.89 Lacs for CSR contribution, Income Tax deductions/benefit has not been availed for the above CSR contributions. As required under the Companies Act, 2013, the statement in Annexure Cisa part of the Directors Report.

16. Corporate Governance:

Please refer to the Annexure D to the Directors Report in the Audited Annual Report for the Accounting Year 2016-17.

17. Performance Evaluation:

The Company has 6 (Six) Independent, Non-Executive Directors who attend the meetings of the Board and various Committees regularly and participate. During such meetings, Independent Directors continuously evaluate the performance of the Chairman and other Executive Directors. The Executive Directors monitor the participation of the Independent Directors during the year. The Independent Directors, as per the observation of the Executive Directors, are all highly experienced in the field of finance, banking, industry and management and on some important matters their advice to the Board is highly invaluable.

18. Deposits:

The Company has not accepted any deposit from the public falling within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

19. There are no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Company''s operations at present so far.

20. Particulars of Employees under Section 197(12) and Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

The Statement of Disclosure of Remuneration under Section 197 of the Act and Rules 5(1) and 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 ("Rule") is appended as Annexure - E to this Director Report.

21. Listing / Dematerialization of the Company''s Equity Shares

a) The Equity Shares of your Company continue to be listed at the Bombay Stock Exchange Ltd. (BSE) and National Stock Exchange of India Ltd (NSE) and the required Annual Listing Fees have been paid.

The Equity Shares of the Company are compulsorily traded in dematerialized form as prescribed by SEBI. The same are registered with both National Securities Depository Ltd. (NSDL), Trade World, 4^th Floor, Kamala Mills Compound, Senapati Bapat Marg, Lower Parel, Mumbai - 400 013, and Central Depository Services (India) Limited (CDSL), Phiroze Jeejeebhoy Towers, 28^th Floor, Dalai Street, Mumbai - 400 023, Under ISIN No.lNE372C01029 common for both.

22. Auditors

a) Statutory Auditors:

The Auditors, M/s. S. R. Divatia & Company, Chartered Accountants, Mumbai, who have been Statutory Auditors of the Company, hold office until the ensuing Annual General Meeting. As per the Provision of the Companies Act, 2013, as per Section 139, 142 and other applicable provisions, the Company is required to appoint a New Auditor which will be subject to the approval of the Nomination and Remuneration Committee, Board of Directors of the Company as well as by Members at the ensuing AGM.

The Company places on records its gratitude and its appreciation for the services rendered by M/s. S.R. Divatia and Company.

It is proposed to appoint C. A. Ms. Parvathy Ganesh holding membership number 132282 as Statutory Auditor of the Company with effect from Financial Year 2017-18 for a period of 5 Years, subject to the Member''s approval at the ensuing AGM. As required under the provisions of the Companies Act, 2013, the Company has obtained written confirmation from Ms. Parvathy Ganesh that her appointment, if made, would be in conformity with the limits specified in the said section.

b) Cost Auditors:

Based on the recommendation of the Nomination and Remuneration Committee and Audit Committee at its meeting held on 8^th May, 2017, the Board has appointed M/s. Gangan & Co., Cost Accountants as the Cost Auditors, Mumbai, to audit the Cost Accounts of the Company for the Financial Year 2017-18 at a remuneration of Rs. 3.00 Lacs p.a. plus service tax / other Tax, if any, as applicable and also reimbursement of out of pocket expenses, subject to ratification of Members at the ensuing AGM.

The Cost Accounting records maintained by the Company for Products covered under Central Excise Tariff Act, 1985 Chapter Heading 8544 (Winding Wires Made of Copper) are subject to yearly audit by qualified Cost Auditors.

The cost audit report for the financial year 2015-16 was filed with the Ministry of Company Affairs on 25^th October,

2016.

c) Secretarial Audit:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules,

2014, the Company has appointed M/s. Ragini Chokshi & Company, a firm of Company Secretaries in Practice (C.P Number 1436) to undertake the Secretarial Audit of the Company for FY 2017-18. The Secretarial Audit Report is included as ''Annexure F" and forms integral part of this report.

In the Secretarial Audit Report, there is no qualification for the year under review.

23. Directors

a) The term of appointment of Shri Mahendra R. Mehta, as Chairman & Managing Director, expires on 30^th September, 2017. On the recommendation of Nomination and Remuneration Committee, the Board of Directors, at their meeting held on 8^th May, 2017, re-appointed Shri Mahendra R. Mehta as Chairman & Managing Director for a period of Three years w.e.f. 1^st October, 2017 subject to the approval of the members at ensuing AGM and other statutory approval required, if any.

b) Pursuant to Section, 152 of the Companies Act, 2013, and the Articles of Association of the Company, Shri Mahendra R. Mehta, Director will retire by rotation at the end of ensuing Annual General Meeting, and being eligible, offer himself for re-appointment in accordance with the provisions of the Companies Act, 2013.

The brief resume of the Director being appointed/reappointed, the nature of his expertise in specific functional areas, names of companies in which he holds directorships, committee memberships/ chairmanships, their shareholding etc., are furnished in the explanatory statement to the notice of the ensuing Annual General Meeting.

Your Directors therefore, recommend his appointment/reappointment at the ensuing Annual General Meeting.

c) All independent directors have given declaration that they meet the criteria of independence as laid down under section 149(6) of the Companies Act, 2013 and listing regulations.

d) Details of key managerial personnel who were appointed or have resigned during the year â None

24. Internal Control Systems and their Adequacy:

Your Company has an effective internal control and risk-mitigation system, which are constantly assessed and strengthened with new/revised standard operating procedures. The Company''s internal control system is commensurate with its size, scale and complexities of its operations. The internal and operational audit is entrusted to M/s. Devdhar & Associates, reputed firm of Chartered Accountants. The main thrust of internal audit is to test and review controls, appraisal of risks and business processes, besides benchmarking controls with best practices in the industry.

The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen the same. The Company has a robust Management Information System, which is an integral part of the control mechanism.

The Audit Committee of the Board of Directors, Statutory Auditors and the Business Heads are periodically apprised of the internal audit findings and corrective actions taken. Audit plays a key role in providing assurance to the Board of Directors. Significant audit observations and corrective actions taken by the management are presented to the Audit Committee of the Board. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee.

25. Vigil Mechanism/Whistle Blower Policy:

The Company has a vigil mechanism to deal with instance of fraud and mismanagement, if any. The Policy is posted on the website of the Company.

26. Acknowledgements:

The Directors wish to place on record their deep appreciation of the continued assistance and co-operation from Bank of Baroda, the Administration of Union Territory of Dadra and Nagar Haveli, Palej Gram Panchayat, Shareholders and all the Staff and employees of the Company.

For and on behalf of the Board,

Mahendra R. Mehta,

Chairman and Managing Director

Mumbai

Dated: 8^th May, 2017.

Mar 31, 2016

DIRECTORS'' REPORT

TO THE MEMBERS

The Directors hereby present the Twenty Seventh Annual Report of your Company, together with the Audited Accounts for the year ended 31^st March, 2016. .

1. Financial Results

(Rupees in Lacs)

	Consolidated		Standalone
	2015-16	2014-15	2015-16	2014-15
Sales (including Excise Duty)	97309.65	-	97309.65	101738.04
Less : Excise Duty	(12961.04)	-	(12961.04)	(13660.59)
Sales (Net of Excise Duty)	84348.61	-	84348.61	88077.45
Operating Profit	5188.07	-	5188.07	4734.31
Add: Other Income	161.09	-	161.09	324.67
Profit before Financial Charges, Depreciation & Taxes	5349.16	-	5349.16	5058.98
Financial Charges	(1112.10)	-	(1112.10)	(1421.89)
Depreciation	(1577.38)	-	(1577.38)	(1959.03)
Profit before Taxes & Extra-ordinary Items	2659.68	-	2659.68	1678.06
Extra-ordinary Items	-	-	-	-
Profit before Taxes	2659.68	-	2659.68	1678.06
Less : Provision for Tax	(956.71)		(956.71)	(667.67)
Profit after Tax	1702.97	-	1702.97	1010.39
Share in Profit/(loss) of Associates	(8.68)	-	-	-
Profit for the year	1694.29	-	1702.97	1010.39
Add: Balance brought forward from last Account	213.64	-	213.64	216.38
Balance available : (A)	1907.93	-	1916.61	1226.77
Which the Board of Directors have appropriated as under: (I) Transfer to General Reserve	750.00		750.00	250.00
(ii) âDividend	751.63	-	751.63	636.00
a) 1stlnterimDividend@25% \ Paid on face value b) 2nd Interim Dividend @ 15%J of Rs.10/- per share c) Final Dividend recommended @ 25% on face value of Rs.5/- per share. * Subject to the approval of the Members at the ensuing AGM. (iii) Corporate Tax on Dividend	153.02		153.02	127.13
(B)	1654.65	-	1654.65	1013.13
Balance carried forwarded in Profit & Loss A/c (A-B)	253.28	-	261.96	213.64

2. Dividend

Board of Directors were pleased to recommend the following interim dividends during the financial year under review:

Sr. No.	Dividend Recommended and Paid (Per Equity Share of Rs. 10/- each)		Date of Board Meeting
1.	Rs.	2.50	04.11.2015
2.	Rs.	1.50	09.02.2016

The Directors are further pleased to recommend final dividend at Rs.1.25 (25%), on face value of Rs.5/- each per Equity Share, subject to the approval of the Members at the ensuing General Meeting for the year 2015-16.

3. Operations

Our Production during the year was marginally higher than last year level despite competition and sluggish Market conditions.

The overall economic industrial climate continued to remain challenging. Electrical Equipments manufacturing sector and Capital Goods Sector continued to feel the effects of low demand. Increase in imports of electrical equipments from China affects the domestic industry. Cost pressures due to high inflation and interest rate continued to affect the industry.

The Government is trying to take effective steps to improve the overall fiscal, economic and industrial climate in the country. There is an improvement in the economic and industrial sentiment. It may however take more time for the reforms to reach the grass root level and activate industrial demand. There are some encouraging signs of the beginnings of green shoots in some segments of the market. However a lot depends on the success of the monsoon which is critical for revival of growth.

International Rates of our primary Input, Copper, has gone down substantially compared to FY 2014-15. Rupee has depreciated during the current fiscal by about Rs. 41- per USD compared to FY 2014-15.

We continue to be optimistic for future growth of Electrical-Equipment-Manufacturing, Power and Infrastructure sectors who are principal consumers of products manufactured by us.

Imports through FTA and PTA need to be looked into for protecting the domestic manufacturing sectors in our Country.

While the proposed GST is a good measure and we welcome the same, the 1% non-vatable inter-state tax proposed under the Draft Bill, if levied, will adversely affect all industries who have pan-India marketing operations. Intra-state and inter-state Jobwork transactions should also be exempted from the purview of GST, as done at present under CST/VAT rules.

Considering the prevailing challenging economical climate in the country during the year under Report, your Company has performed well.

Briefly stated, the financial performance is as under:

The PBDIT is 5349.16(5058.98) Finance Charges 1112.10 (1421.89). Depreciation 1577.38 (1959.03), PBT 2659.68 (1678.06), Provision for Tax 956.71 (667.67). PAT 1702.97 (1010.39) lacs is higher than previous year. Our Reserves and Surplus (excluding Revaluation) are about Rs. 18315 (17528) at the end of March 2016. Our important operating ratios are healthy.

Since our Winding Wires are used in the manufacture of Electrical Equipment, long term prospects for the Industry are bright. The manufacturing sector also is likely to be given priority as the same generates more employment. Growth in Infrastructure sectors such as Air Ports, Metros, Highways, surface Transport etc. besides the Power-Sector, is likely to have catalytic impact on Capital-Goods-Sector. India, being a power-deficit country, the long term prospects of the Electrical Equipment Manufacturing Industry is good.

In anticipation of a revival, the Company has increased capacity of Continuously Transposed Conductors (CTC) recently and we expect to benefit in this segment over a period of about three years or so with the gradual revival in the Power sector.

We have also commenced modernization of our Enamelled Round Wire operations by installing brand new energy efficient capacity in our new Unit 5 at Silvassa which is expected to start commercial production during Q2 of the financial year 2016-17. We are also simultaneously planning to phase out some old/obsolete capacity.

Prevailing adverse economic climate in the country is bound to change for the better and your Company is hopeful for upturn in the economy and has started preparing for the same.

Your Company has been performing consistently well, is continuously a dividend-paying company with low debt gearing and is the market leader. On the financial front, we have discharged all our obligations on time, without delay or default..

4. Extract of Annual Return:

The details forming part of the extract of the Annual Return in Form MGT-9, as required under Section 92 of the Companies Act, 2013, is included in this Report as Annexure A and forms an integral part of this Report.

5. Number of Board Meetings held:

During the year under review, 6 (Six) meetings of the Board of Directors were held as under:

29-05-2015, 23-07-2015, 11-08-2015, 28-09-2015, 04-11-2015 and 09-02-2016.

6. Directors'' Responsibility Statement:

Pursuant to Section 134(5) of the Companies Act, 2013, Directors of your Company hereby state and confirm that:

a) in the preparation of the annual accounts for the year ended 31^st March, 2016, the applicable accounting standards have been followed along with proper explanation relating to material departures;

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

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

d) they have prepared the annual accounts on a going concern basis;

e) they have laid down internal financial controls in the company that are adequate and were operating effectively.

f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and these are adequate and are operating effectively.

7. Nomination and Remuneration Policy:

The Board of Directors follows the policy as per the Act regarding appointment and remuneration etc of the Executive Directors of the Company. No remuneration was paid to Independent Directors except sitting fees for attending the Meetings of the Board/Committees. The Managing Directors appoint and fix from time to time the remuneration and perks of the Key Managerial Personnel of the Company. The Company has three Executive Directors on the Board and Six Non-Executive Independent Directors, including a Woman Director.

8. Key Managerial Personnel:

Sr. No.	Name of the Person	Designation
01	Shri Mahendra R Mehta	Chairman & Managing Director, CEO
02	Shri Milan M Mehta	Vice-Chairman and Managing Director
03	Shri Deepak M Mehta	Whole-time Director
04	Shri C. Mohandas Pai	CFO &GM Finance and Accounts
05	Mrs. Nishthi H Dharmani	Company Secretary

9. No Qualification, Reservation or Adverse Remark or Disclaimer Made:

(i) by the auditors in their report; and

(ii) by the company secretary in practice in his secretarial audit report;

10. Particulars of Loans, Guarantees or Investments:

The Company has not given any Loans/Guarantees to any individual/body corporate, except to its employees.

During the year under review, the Company invested Rs.185 Lacs in M/s NewGen Coils and Wires India Pvt. Ltd. towards purchase of Equity Shares.

11. Related Party Transactions:

All transactions entered with Related Parties, during the financial year were in the ordinary course of business and on an arms length basis on normal commercial terms and do not attract the provisions of section 188 of the Companies Act, 2013. Thus disclosure in formAOC-2 is not required. There were no materially significant related parties transactions during the financial year with promoters, Directors and Key Managerial Personnel which were in conflict with the interest of the Company. Suitable disclosure as required by the Accounting Standards (AS18) has been made in the notes to the Financial Statements.

The Board has approved a policy for interested related party transactions which has been uploaded on the Company''s website.

13. Conservation of energy, technology absorption, foreign exchange earnings and outgo:

Information required under section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is given in the Annexure-B to this report.

14. Development and Implementation of a Risk Management Policy:

The Company has been addressing various risks impacting the Company.

Some of the risks that the Company is exposed to are;

Foreign Exchange Risks

The Company''s policy is to actively manage its foreign exchange risk on import of inputs and export of finished goods.

Commodity Price Risks

Regulatory Risks

The Company is also mitigating these risks with the help of regular external compliance audits.

15. Corporate Social Responsibility (CSR):

In terms of Section 135 and Schedule VII of the Companies Act, 2013, the Board of Directors of the Company has constituted a CSR Committee. The Committee comprises of One Independent Director and Two Executive Directors. The CSR Policy has been uploaded on the website of the Company.

In FY 2014-15, we had made provision for the CSR-Amount of Rs. 44.50 lacs (rounded off). There against, in the current year we have contributed Rs. 20.00 lacs to the foundation for Promotion of Sports & Games (OGQ), Mumbai and balance Rs. 24.50 lacs to Swachh Bharat Kosh, both eligible recipients.

In the year under review, we have made a provision of Rs. 42.06 Lacs for CSR contribution subject to approval by the Members at AGM. As required under the Companies Act, 2013, the statement in Annexure C is a part of the Directors Report. Income Tax deductions/benefit has not been availed for CSR contributions.

16. Corporate Governance:

Please refer to the Annexure D to the Directors Report in the Audited Annual Report for the Accounting Year 2015-16.

17. Performance Evaluation:

The Company has 6 (Six) Independent, Non-Executive Directors who attend the meetings of the Board and various Committees regularly and participate. During such meetings, Independent Directors continuously evaluate the performance of the Chairman and other Executive Directors. The Executive Directors monitor the participation of the Independent Directors during the year. Chairman of Audit Committee and 3 Non-Executive Directors attended all the Meetings of the Board and Audit Committee during the year. The Independent Directors, as per the observation of the Executive Directors, are all highly experienced in the field of finance, banking, industry and management and on some important matters their advice to the Board is highly invaluable.

18. Deposits:

The Company has not accepted any deposit from the public falling within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

19. There are no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Company''s operations at present so far.

20. Particulars of Employees under Section 197(12) and Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

The information required pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request.

In terms of Section 136 of the Act and having regard to the provisions of Section 136(1) read with its relevant provisions of the Companies Act, 2013, the Annual Report excluding the aforesaid information is being sent to the members of the Company. The said information is available for inspection at the Registered Office of the Company from Monday to Friday (Excluding holidays) for a period of twenty one days before the date of ensuing AGM and in the interim period also, any member interested in obtaining such information may write to the Company Secretary and the same will be furnished without any fee and free of cost.

The information pertaining to remuneration to all Directors and KMPsare covered under Annexure âAâ and Annexure âDâ forming part of this Annual Report. None of the employees of the Company, except executive Directors, was in receipt of remuneration in excess of the limits prescribed under section 134 of the Companies Act, 2013.

As on 31^st March, 2016 there were 523 Permanent employees of the Company.

21. Listing / Dematerialization of the Company''s Equity Shares:

The Equity Shares of your Company continue to be listed at the Bombay Stock Exchange Ltd, (BSE) and National Stock Exchange of India Ltd (NSE)and the required Annual Listing Fees have been paid.

The Equity Shares of the Company are compulsorily traded in dematerialized form as prescribed by SEBI. The same are registered with both National Securities Depository Ltd.(NSDL), Trade World, 4^th Floor, Kamala Mills Compound, Senapati Bapat Marg, Lower Parel, Mumbai - 400 013, and Central Depository Services (India) Limited (CDSL), Phiroze Jeejeebhoy Towers, 28^th Floor, Dalai Street, Mumbai -400023, Under lSIN No.lNE372C01029commonforboth.

22. Auditors

a) Statutory Auditors:

The Auditors, M/s S. R. Divatia & Company, Chartered Accountants, Mumbai, who have been Statutory Auditors of the Company, hold office until the ensuing Annual General Meeting. Subject to the approval of the Members at the ensuing AGM, it is proposed to re-appoint them for the Financial Year 2016-17. As required under the provisions of Section 139 of the Companies Act, 2013, the Company has obtained written confirmation from M/s S. R. Divatia & Company that their appointment, if made, would be in conformity with the limits specified in the said section.

b) Cost Auditors:

Based on the recommendation of the Nomination and Remuneration Committee and Audit Committee at its meeting held on 26^th May, 2016, the Board has appointed M/s. Gangan &Co., Cost Accountants as the Cost Auditors to audit the Cost accounts of the Company for the Financial Year 2016-17 at a remuneration of Rs. 3,00,000/- plus service tax as applicable and reimbursement of out of pocket expenses, subject to approval of Members at the ensuing AGM.

The cost audit report for the financial year 2014-15 was filed with the Ministry of Company Affairs on 30^th September, 2015.

c) Secretarial Audit:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Ms. Ragini Chokshi & Company, a firm of Company Secretaries in Practice (C.P Number 1436) to undertake the Secretarial Audit of the Company for FY 2016-17. The Secretarial Audit Report is included as âAnnexure Eâ and forms integral part of this report.

There is no secretarial audit qualification for the year under review

23. Directors:

a) The term of appointment of Shri Deepak M. Mehta, as Whole Time Director, expires on 31^st July, 2016. On the recommendation of Nomination and Remuneration Committee, the Board of Directors, at their meeting held on 26^th May, 2016, re-appointed Shri Deepak M. Mehta as Whole Time Director for a period of three years w.e.f. 1^st August, 2016 subject to the approval of the members at ensuing AGM and other statutory approval required, if any.

b) Pursuant to Section, 152 of the Companies Act, 2013, and the Articles of Association of the Company, Shri Deepak M. Mehta, Director will retire by rotation at the end of ensuing Annual General Meeting, and being eligible, offer himself for re-appointment in accordance with the provisions of the Companies Act, 2013.

The brief resume of the Director being appointed/re-appointed, the nature of his expertise in specific functional areas, names of companies in which he holds directorships, committee memberships/ chairmanships, their shareholding etc., are furnished in the explanatory statement to the notice of the ensuing Annual General Meeting.

Your Directors therefore, recommend his appointment/re-appointment at the ensuing Annual General Meeting.

c) All independent directors have given declaration that they meet the criteria of independence as laid down under section 149(6) of the Companies Act, 2013and listing regulations.

d) Details of key managerial personnel who were appointed or have resigned during the year â None.

24. Internal Control Systems and their Adequacy:

Your Company has an effective internal control and risk-mitigation system, which are constantly assessed and strengthened with new/revised standard operating procedures. The Company''s internal control system is commensurate with its size, scale and complexities of its operations. The internal and operational audit is entrusted to Ms. Devdhar & Associates, reputed firm of Chartered Accountants. The main thrust of internal audit is to test and review controls, appraisal of risks and business processes, besides benchmarking controls with best practices in the industry.

The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen the same. The Company has a robust Management Information System, which is an integral part of the control mechanism.

The Audit Committee of the Board of Directors, Statutory Auditors and the Business Heads are periodically apprised of the internal audit findings and corrective actions taken. Audit plays a key role in providing assurance to the Board of Directors. Significant audit observations and corrective actions taken by the management are presented to the Audit Committee of the Board. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee.

25. Vigil Mechanism / Whistle Blower Policy:

The Company has a vigil mechanism to deal with instance of fraud and mismanagement, if any. The Policy is posted on the website of the Company.

26. Acknowledgements

For and on behalf of the Board,

Mahendra R. Mehta,

Chairman and Managing Director

Mumbai

Dated: 26^th May, 2016.

Mar 31, 2015

DEAR MEMBERS,

The Directors hereby present the Twenty Sixth Annual Report of your Company, together with the Audited Accounts for the year ended 31st March, 2015.

1. Financial Results

(Rupees in Lacs)

2014-15 2013-14

Sales (including Excise Duty) 101738.04 111754.77

Less: Excise Duty (13660.59) (13585.92)

Sales (Net of Excise Duty) 88077.45 98168.85

Operating Profit 4734.31 5572.25

Add: Other lncome 324.67 285.99

Profit before Financial Charges,

Depreciation & Taxes 5058.98 5858.24

Financial Charges (1421.89) (2371.16)

Depreciation (1959.03) (1181.02)

Profit before Taxes & Extra-ordinary Items 1678.06 2306.26

Extra-ordinary Items - -

Profit before Taxes 1678.06 2306.26

Less: Provision for Tax (667.67) (862.07)

Profit after Tax 1010.39 1444.19

Add: Balance brought forward from last Account 216.38 270.08

Balance available: (A) 1226.77 1714.27

Which the Board of Directors have appropriated as under:

(I) Transfer to General Reserve 250.00 145.00

(ii) Proposed Total Dividend 636.00 1156.36 @ Rs.5.50 for the year (Previous year @Rs. 10.00), which includes Interim Dividends @Rs.3.00 (Previous year @Rs.8.00) perequity share.

(iii) Corporate Tax on Dividend 127.13 196.53

(B) 1013.13 1497.89

Balance carried forwarded in Profit & Loss A/c (A-B) 213.64 216.38

2. Dividend

Board of Directors were pleased to recommend 1st interim dividend of Rs. 2/- at the meeting held on 13.11.2014 and 2nd interim dividend of Re. 1/- per equity share of face value Rs. 10/- each, at the meeting held on 10.02.2015. The Directors are pleased to recommend further final dividend at Rs. 2.50 (25%), total Dividend recommended is Rs. 5.50 (55%) per Equity share of face value Rs. 10/- each subject to the approval of the Members at the ensuing General Meeting for the year 2014-15.

3. Operations

Our Production during the year was almost at previous year's level. Despite the competition and sluggish market conditions, we have been able to maintain the production level.

The overall economic and industrial climate continued to remain sluggish. Electrical Equipments manufacturing sector and Capital Goods Sector continued to feel the effects of low demand. Increase in imports of electrical equipments from China affects the domestic industry. Cost pressures due to high rate of inflation continued to affect the industry.

The Government is trying to take effective steps to improve the overall fiscal, economic and industrial climate in the country. There is an improvement in the economic and industrial sentiment. It may however take more time for the reforms to reach the grass root level and activate industrial demand. Inherent distortions arising from rapidly increasing trade deficit were arrested due to price fall of imported hydro- carbons.

The Companies Act, 2013 has become effective from 1st April, 2014. Therefore pursuant to relevant provisions of this said Act the useful life of the fixed assets has been revised according to Sch II thereof effective from April 1, 2014. Hence, the Depreciation and Amortization Expenses for the Year ended 31st March, 2015 is higher by Rs. 739 lacs due to change in the useful life of the fixed assets. Further based on transitional provisions vide note 7(b) of the Sch II of the said Act, an amount ofRs. 1863.50 on account of assets whose useful life has already been exhausted, on April 1,2014, (net of deferred tax) thereon have been adjusted to the opening balance of General Reserves. Provision of higher Depreciation as per the new provisions of the Companies Act, 2013, has impacted the Profits of the Company for the Year. However, PBDT, Post Tax Cash Flow (PAT Depreciation), Current and Debt Equity Ratios have improved.

International Rates of our primary Input, Copper, has gone down from third quarter of F.Y. 2014-15 onwards. In the second half of the fiscal, against USD, Rupee has depreciated.

We continue to be optimistic for future growth of Electrical- Equipment-Manufacturing, Power and Infrastructure sectors who are principal consumers of products manufactured by us.

Imports through FTA and PTA need to be looked into for protecting the manufacturing sectors in our Country.

While the proposed GST is a good measure and we welcome the same. However, the 1% non-vatable inter- state tax proposed under clause 18 of the Draft Bill, will adversely affect all Industries, who have Pan-India marketing operations. We hope that the Government will find some effective solutions for this.

Considering the prevailing adverse economical climate in the country during the year under Report, your Company has performed well.

The PBDIT is 5058.98 (5858.24) Finance Charges 1421.89 (2371.16). Depreciation 1959.03 (1181.01), PBT 1678.06 (2306.26) Provision for Tax 667.67 (862.07). PAT 1010.39 (1444.19) lacs is lower than previous year mainly due to additional Depreciation of Rs. 739.10 Lacs as per the requirement of Companies Act, 2013. Our Reserves and Surplus (excluding Revaluation) are about Rs. 17528 (19154) at the end of March 2015.

Since our Winding Wires are used in the manufacture of Electrical Equipment, Long term prospect for the Industry is bright. Manufacturing -Sector also is likely to be given priority as the same generates more employment. Growth in Infrastructure-Sector such as Air Ports, Metros, Highways, surface Transport etc. besides the Power-Sector, is likely to have catalytic impact on Capital-Goods-Sector. India, being a power-deficit country, the long term prospects of the Electrical Equipment Manufacturing Industry is good.

Prevailing adverse economic climate in the country is bound to change for the better and your Company is hopeful for upturn in the Economy. Your Company has been performing consistently well, is continuously dividend-paying and is the market-leader.

We have discharged all financial obligations in time, without delay or default.

4. Extract of Annual Return:

The details forming part of the extract of the Annual Return in Form MGT-9, as required under Section 92 of the Companies Act, 2013, is to be included in this Report as Annexure-A and forms an integral part of this Report.

5. Number of Board Meetings held:

The Board of Directors duly met 5 (Five) times during the financial year from 1st April, 2014 to 31st March, 2015. The dates on which the meetings were held are as follows:

28-05-2014, 07-08-2014, 13-11-2014, 06-01-2015 and 10-02-2015.

6. Directors'Responsibility Statement:

Pursuant to Section 134(5) of the Companies Act, 2013, Directors of your Company hereby state and confirm that:

a) in the preparation of the annual accounts for the year ended 31st March, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures;

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

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

d) they have prepared the annual accounts on a going concern basis;

e) they have laid down internal financial controls in the company that are adequate and were operating effectively.

f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and these are adequate and are operating effectively.

7. Nomination and Remuneration Policy:

The Board of Directors follows the policy as per the Act regarding appointment and remuneration etc. of the Executive Directors of the Company. No remuneration was paid to Independent Directors during the Year except sitting fee for attending the Meetings of the Board/Committees. The Managing Directors appoint and fix from time to time the remuneration and perks of the Key Managerial Personnel of the Company. The Company has three Executive Directors on the Board and Six Non-Executive - Independent Directors, including a Woman Director.

8. Key Managerial Personnel:

Sr.No. Name of the Person Designation

01 Shri Mahendra R Mehta Chairman and Managing Director

02 Shri Milan M Mehta Vice-Chairman and Managing Director

03 Shri Deepak M Mehta Whole-time Director

04 Shri C.Mohandas Pai CFO&GM Finance and Accounts

05 Mrs.NishthiH Dharmani CompanySecretary

9. No Qualification, Reservation or Adverse Remark or Disclaimer Made:

(i) by the auditor in his report; and

(ii) by the company secretary in practice in his secretarial audit report;

10. Particulars of Loans, Guarantees or Investments:

The Company has not given any Loans, except to the employees and has not provided, to any individual / body corporate, any Guarantees/Loan.

11. Related Party Transactions:

All transactions entered with Related Parties, during the financial year were in the ordinary course of business and on an arms length pricing basis and do not attract the provisions of Section 188 of the Companies Act, 2013. Thus disclosure in form AOC-2 is not required. There were no materially significant related parties transactions during the financial year with Promoters, Directors and Key Managerial Personnel which were in conflict with the interest of the Company. Suitable disclosure as required by the Accounting Standards (AS18) has been made in the notes to the Financial Statements.

The Board has approved a policy for interested related party transactions which has been uploaded on the Company's website.

None of the Directors has any pecuniary relationship or transaction vis-a-vis the Company.

The Company has frame work for the purpose of identification and monitoring of related party transactions. All related Party transactions are placed before the Audit Committee as also to the Board of Director's for approval. Omnibus approval was obtained on a quarterly basis for transactions which are of repetitive nature. Transactions entered into pursuant to omnibus approval are placed before the Audit Committee and Board for review and approval on quarterly basis.

12. There are no material changes and commitments 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;

13. Conservation of energy, technology absorption, foreign exchange earnings and outgo:

Information required under section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is given in the Annexure-B to this report.

14. Development and Implementation of a Risk Management Policy:

The Company has been addressing various risks impacting the Company.

Some of the risks that the Company is exposed to are:

Financial Risks

The Company's policy is to actively manage its foreign exchange risk.

Commodity Price Risks

The Company is exposed to the risk of price fluctuation of raw materials and foreign exchange. Generally, so far it is practicable the Company purchases Copper back-to-back after the receipt of the order / Consumer - opted - Copper bookings so as to minimize the above risk. This also helps to a large extent inventory management.

Regulatory Risks

We endeavour to furnish and submit / file our data with all concerned Authorities, so as to comply, in time, with the various Rules and Regulations. Wherever, certain Regulations, we are unable to understand / grasp, we take assistance of Qualified and experienced consultants.

The Company is also mitigating these risks with the help of regular external compliance audits.

15. Corporate Social Responsibility (CSR):

In terms of Section 135 and Schedule VII of the Companies Act, 2013, the Board of Directors of the Company has constituted a CSR Committee. The Committee comprises of One Independent Director and Two Executive Directors. Additionally, the CSR Committee has developed a CSR Policy. The CSR Policy has been uploaded on the website of the Company.

As required, in the Accounts and Annual Audited Report for FY 2014-15, we have made provision for the CSR-Amount of Rs. 44.50 lacs (rounded off). A statement as required under the Companies Act, 2013 is enclosed as part of this report as Annexure C. Donations already made under Section 80 G of the Income Tax Act, have not been reduced from the CSR amount for the year provided for in Audited Accounts..

16. Corporate Governance:

Please refer to the Annexure D to the Directors Report in the Audited Annual Report for the Accounting Year 2014-15.

The Company has framed a Code of Conduct for all its Board Members and Senior Management Personnel of the Company, who have affirmed compliance thereto. The said Code of Conduct has been posted on the Company's website. The Declaration to this effect signed by the CEO is made a part of the Annual Report.

17. Performance Evaluation:

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, a separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board who were evaluated on parameters such as level of engagement and contribution and independence of judgment thereby safeguarding the interest of the Company. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors. The board also carried out annual performance evaluation of the working of its Audit, Nomination and Remuneration as well as stakeholder relationship committee. The Directors expressed their satisfaction with the evaluation process.

18. Deposits:

The Company has not accepted any deposit from the public falling within the ambit of Section 73 of the Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules, 2014.

19. 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.

20. PARTICULARS OF EMPLOYEES under Section 197(12) and Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

The information required pursuant to Section 197 read with rule, 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request.

None of the employee hold (by himself or along with his spouse and dependent children) more than two percent of the equity shares of the Company.

21. Listing / Dematerialisation of the Company's Equity Shares:

The Equity Shares of your Company continue to be listed at the Bombay Stock Exchange Ltd, (BSE) and National Stock Exchange of India Ltd (NSE) and the required Annual Listing Fees have been paid.

The Equity Shares of the Company are compulsorily traded in dematerialized form as prescribed by SEBI. The same are registered with both National Securities Depository Ltd., Trade World, 4th Floor, Kamala Mills Compound, Senapati Bapat Marg, Lower Parel, Mumbai - 400 013, and Central Depository Services (India) Limited, Phiroze Jeejeebhoy Towers, 28th Floor, Dalai Street, Mumbai - 400 023, Under ISIN No. INE372C01011 common for both.

22. Auditors

a) Statutory Auditors:

The Auditors, M/s. S. R. Divatia & Company, Chartered Accountants, Mumbai, who have been Statutory Auditors of the Company, hold office until the ensuing Annual General Meeting. Subject to the approval of the Members, it is proposed to re-appoint them for the Financial Year 2015-16. As required under the provisions of Section 139 of the Companies Act, 2013, the Company has obtained written confirmation from M/s. S. R. Divatia & Company that their appointment, if made, would be in conformity with the limits specified in the said section.

b) Cost Auditors:

Based on the recommendation of the Audit Committee at its meeting held on 29th May, 2015, the Board has appointed M/s. Gangan & Co., Cost Accountants as the Cost Auditors to audit the Cost accounts of the Company for the Financial Year 2015-16 at a remuneration of Rs. 3,00,000/- plus service tax as applicable and reimbursement of out of pocket expenses. As required under the Companies Act, 2013, a resolution seeking member's approval for the remuneration payable to the Cost Auditor forms part of the Notice convening the Annual General Meeting.

The Cost Accounting records maintained by the Company for Products covered under Central Excise Tariff Act, 1985 Chapter Heading 8544 (Winding Wires Made of Copper) are subject to yearly audit by qualified Cost Auditors.

The cost audit report for the financial year 2013-14 was filed with the Ministry of Company Affairs on 08th November, 2014.

c) Secretarial Audit:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Messrs Ragini Chokshi & Company, a firm of Company Secretaries in Practice (C.P. Number 1436) to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is included as "Annexure E" and forms integral part of this report.

There is no secretarial audit qualification for the year under review.

23. Directors:

a) The term of appointment of Shri Milan M. Mehta, as Vice Chairman & Managing Director, expires on 31st March, 2015. On the recommendation of Nomination and Remuneration Committee, the Board of Directors, at their meeting held on 10th May, 2015, re-appointed Shri Milan M. Mehta as Vice Chairman & Managing Director for a period of three years w.e.f. 1st April, 2015 subject to the approval of the members at ensuing AGM and other statutory approval required, if any.

b) Pursuant to Section, 152 of the Companies Act, 2013, and the Articles of Association of the Company, Shri Milan M. Mehta, Director will retire by rotation at the end of ensuing Annual General Meeting, and being eligible, offer himself for re-appointment in accordance with the provisions of the Companies Act, 2013.

c) Pursuant to the provisions of the section 161(1) of the Companies Act, 2013 read with the Articles of Association of the Company, Mrs. Swati Gokul Maheshwari, holding DIN 07091067 was appointed as Additional Director w.e.f. 10th February, 2015, in the category of Independent Directors and she shall hold office up to the date of the ensuing Annual General Meeting and being eligible offers herself for re-appointment as Director in accordance with the provisions of the Companies Act, 2013, for a period of 5 years w.e.f. ensuing Annual General Meeting.

The brief resume of the Directors being appointed/ re-appointed, the nature of their expertise in specific functional areas, names of companies in which they have held directorships, committee memberships/ chairmanships, their shareholding etc., are furnished in the explanatory statement to the notice of the ensuing Annual General Meeting.

Your Directors therefore, recommend their appointment / re-appointment at the ensuing Annual General Meeting.

d) At the 25th Annual General Meeting of the company held on 29th September, 2014 the Company had appointed all the existing independent directors as independent directors under the Companies Act, 2013 for 5 consecutive years for a term upto the conclusion of Annual General Meeting of the Company to be held in the calendar year 2019.

e) All independent directors have given declaration that they meet the criteria of independence as laid down under section 149(6) of the Companies Act, 2013 and clause49of listing agreement.

f) the details key managerial personnel who were appointed or have resigned during the year; None.

24. Internal Control Systems and their Adequacy:

Your Company has an effective internal control and risk- mitigation system, which are constantly assessed and strengthened with new/revised standard operating procedures. The Company's internal control system is commensurate with its size, scale and complexities of its operations. The internal and operational audit is entrusted to Messrs Devdhar & Associates, reputed firm of Chartered Accountants . The main thrust of internal audit is to test and review controls, appraisal of risks and business processes, besides benchmarking controls with best practices in the industry.

The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen the same. The Company has a robust Management Information System, which is an integral part of the control mechanism.

The Audit Committee of the Board of Directors, Statutory Auditors and the Business Heads are periodically apprised of the internal audit findings and corrective actions taken. Audit plays a key role in providing assurance to the Board of Directors. Significant audit observations and corrective actions taken by the management are presented to the Audit Committee of the Board. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee.

25. Vigil Mechanism/Whistle Blower Policy:

The Company has a vigil mechanism to deal with instance of fraud and mismanagement, if any. The Policy is posted on the website of the Company.

26. Acknowledgements

The Directors wish to place on record their deep appreciation of the continued assistance and co-operation from Bank of Baroda, the Administration of Union Territory of Dadra and Nagar Haveli, Palej Gram Panchayat, Shareholders and all the Staff and employees of the Company

For and on behalf of the Board,

Mahendra R. Mehta, Chairman and Managing Director

Mumbai Dated 29th May, 2015

Mar 31, 2014

Dear Members,

The Directors hereby present the Twenty Fifth Annual Report of your Company, together with the Audited Accounts for the year ended 31st March, 2014.

1. Financial Results

(Rupees in Lacs) 2013-14 2012-13

Sales (including Excise Duty) 111754.77 112779.44

Less: Excise Duty (13585.92) (15196.58)

Sales (Net of Excise Duty) 98168.85 97582.86

Operating Profit 3488.06 4025.80

Add: Other Income 285.99 126.30

Profit before Financial Charges, Depreciation & Taxes 3774.05 4152.10

Financial Charges (286.78) (506.85)

Depreciation (1181.01) (1257.41) Profit before Taxes &

Extra-ordinary Items 2306.26 2387.84

Extra-ordinary Items - -

Profit before Taxes 2306.26 2387.84

Less: Provision for Tax (862.07) (792.41)

Profit after Tax 1444.19 1595.43 Add: Balance brought forward from last Account 270.08 363.54

Balance available: (A) 1714.27 1958.97 Which the Board of Directors have appropriated as under:

(I) Transfer to General Reserve 145.00 1150.00

(ii) Proposed Total Dividend 1156.36 462.54 @Rs.10.00 for the year

(Previous year @ Rs.4.00), which includes two Interim Dividends @ Rs. 4.00 Rs.4.00 = Rs. 8.00 (Previous year @ Rs. 2.50) per equity share already since paid.

(iii) Corporate Tax on Dividend 196.53 76.38

(B) 1497.89 1688.91

Balance carried forwarded in

Profit & Loss A/c (A-B) 216.38 270.08

2. Dividend

Board of Directors were pleased to recommend at the meeting held on 28.10.13 and 12.02.14 Interim Dividend of Rs.4/- each per Equity share of Rs.10/-, since already paid. Being the Jubilee Year, the Directors are pleased to recommend further final additional Dividend @ Rs.2/- (20%), total Dividend recommended is Rs.10/- (100%) per Equity share of Rs.10/- each subject to the approval of the Members at the ensuing General Meeting for the year 2013-14.

3. Operations

Our Production during the year was slightly lower than the previous year. The overall economic industrial climate was unfortunately sluggish. Electrical Equipment Manufacturing Industry and Capital Goods Sector registered negative growth. Increasing import of electrical equipments from China, affected Domestic Industry.

Inflation, High cost of finance, lower capacity utilisation, inadequate availability of proper Grade fuel and issues pertaining to environmental clearances affected overall fiscal, economical and Industrial climate in the country.

Considering the prevailing adverse economical climate in the country during the year under Report, your Company has performed well.

The PBDIT is 3774.05 (4152.10) Finance charges 286.78 (506.85). Depreciation 1181.01 (1257.41) PBT 2306.26 (2387.84) Provision for Tax 862.07 (792.41) and PAT 1444.19 (1595.43) lacs which is slightly lower than previous year due to high volatility in USD/INR during Qll of the Year, more imports of input, higher Employees Benefits Expenses, Insurance & freight and other expenses. Our Reserves and Surplus (excluding Revaluation) are about Rs.19154 (19063) at the end of March 2014.

Since our Winding Wires are used in the manufacture of Electrical Equipment, Long term prospect for the Industry is bright. Manufacturing -Sector also is likely to be given priority as the same generates more employment. Growth in ]Infrastructure-Sector such as Air Ports, Metros, Highways, surface Transport etc. besides the Power-Sector, is likely to have catalytic impact on Capital-Goods-Sector.

Notwithstanding whatever has been stated in the foregoing paragraphs, your Company continues to be optimistic about future growth in the sector. India, being a power-deficit country, long term prospects of the Electrical Equipment Manufacturing Industry is bright. Since around 40 crore people in our Country do not have access to electricity, Power-Sector enjoys utmost priority. Between now and 2050 Indian electricity supply and demand are projected to increase five-fold.

Inherent distortions arising from rapidly increasing trade deficit has attracted attention of the Government and remedial measures have been taken.

Prevailing adverse economic climate in the country is bound to change for the better and your Company is hopeful for upturn in the Economy. Your Company has been performing consistently well and continues to be the Market-leader with low-debt-gearing, Debt-Equity Ratio less than 0.25, and Current Ratio at about 1.44.

We have discharged all financial obligations in time, without delay or default.

4. Listing / Dematerialisation of the Company''s Equity Shares

The Equity Shares of your Company continue to be listed at the Bombay Stock Exchange Ltd, (BSE) and National Stock Exchange of India Ltd (NSE) and the required Annual Listing Fees have been paid.

The Equity Shares of the Company are compulsorily traded in dematerialized form as prescribed by SEBI. The same are registered with both National Securities Depository Ltd., Trade World, 4th Floor, Kamala Mills Compound, Senapati Bapat Marg, Lower Parel, Mumbai - 400 013, and Central Depository Services (India) Limited, Phiroze Jeejeebhoy Towers, 28th Floor, Dalai Street, Mumbai - 400 023, under ISIN No. INE372C01011 common for both.

5. Particulars of Employees:

As required under the provisions of Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules 1975, particulars of the employees are given in Annexure I hereto and form part of this report.

6. Disclosure of particulars in the Directors'' Report:

As required under the provisions of Section 217 (1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of particulars in the report of the Board of Directors) Rules 1988, the necessary particulars are given in Annexure II hereto and form part of this report.

7. Auditors

a) Statutory Auditors:

The Auditors, M/s. S. R. Divatia & Company, Chartered Accountants, Mumbai, who have been Statutory Auditors of the Company, hold office until the ensuing Annual General Meeting. Subject to the approval of the Members, it is proposed to re-appoint them for the Financial Year 2014-15. The Auditors have furnished, u/s 224 (1B) of the Companies Act 1956, Certificate of Eligibility for reappointment.

b) Cost Auditors:

The Cost Accounting records maintained by the Company for Products covered under Central Excise Tariff Act, 1985 Chapter Heading 8544 (Winding Wires Made of Copper) are subject to yearly audit by qualified Cost Auditors.

Based on the Audit Committee recommendation at its meeting held on 29th May, 2013, the Board has appointed M/s. Gangan &Co., Cost Accountants as the Cost Auditor of the Company for the Financial Year 2013-14.

8. Corporate Governance:

As required by Clause 49 of the Listing Agreements with Stock Exchanges, a Corporate Governance Report, a Management Discussion and Analysis, and the Certificate of the Auditors of the Company regarding compliance of conditions of Corporate Governance are made a part of the Annual Report. Please refer Annexure III to the Directors'' Report.

The Company has framed a Code of Conduct for all its Board Members and Senior Management Personnel of the Company, who have affirmed compliance thereto. The said Code of Conduct has been posted on the Company''s website. The Declaration to this effect signed by the CEO is made a part of the Annual Report.

9. Directors'' Responsibility Statement:

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Board of Directors of the Company based on the representations received from the operating management confirms:

I. that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

ii. that the directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company as at the end of financial year ended 31st March, 2014 and of the profit of the Company for that period;

iii. that the directors had taken proper and sufficient care 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. that the directors had prepared the annual accounts for the year ended 31st March, 2014, on a going concern basis.

10. Directors:

a) The term of appointment of Shri Mahendra R. Mehta, as Chairman & Managing Director, expires on 30th September, 2014. On the recommendation of Nomination and Remuneration Committee (N&RC), the Board of Directors, at their meeting held on 28th May, 2014, re-appointed Shri Mahendra R. Mehta as Chairman & Managing Director for a period of three years w.e.f. 1st October, 2014 subject to the approval of the members at ensuing AGM and other statutory approval required, ifany.

b) Pursuant to Sections 149, 152 and other applicable provisions, if any, of the Companies Act, 2013, one- third of such of the Directors as are liable to retire by rotation, shall retire every year and, if eligible, offer themselves for re-appointment at every Annual General Meeting. Consequently, Shri Mahendra R Mehta, Director will retire by rotation at the end of ensuing Annual General Meeting, and being eligible, offer himself for re-appointment in accordance with the provisions of the Companies Act, 2013.

Further as per Section 149(5) of the Companies Act, 2013, the Company is required to appoint Independent Directors under Section 149(4) within a period of one year from 1.4.2014 i.e. the date of commencement of the said Section and Rules made thereunder. Since the Company had already appointed to Shri Vijay M. Crishna, Shri P. R. Merchant, Shri P. N. Vencatesan, Shri A. P. Kothari and Shri Pradip Roy as Non- Executive Independent Directors subject to retirement by rotation in the past, in terms of Companies Act, 1956 and the Listing Agreement, and out of them Shri Vijay M. Crishna and Shri A. P. Kothari are liable to retire by rotation at the ensuing Annual General Meeting, the Board of Directors in their meeting held on August 7,

2014 resolved to appoint all the above Non-Executive Independent Directors, subject to the approval of the Members at the ensuing Annual General Meeting as Non-Executive Independent Directors, within the meaning of Section 149 and 152 [including Section 149(10)] of the new Companies Act, 2013 read with Schedule IV attached thereto and Rules made there under, not subject to retirement by rotation, for a term of 5 (five) consecutive years with effect from the date of ensuing Annual General Meeting upto the conclusion of Annual General Meeting of the Company to be held in the calendar year 2019.

The brief resume of the Directors being appointed/re- appointed, the nature of their expertise in specific functional areas, names of companies in which they have held directorships, committee memberships/ chairmanships, their shareholding etc., are furnished in the explanatory statement to the notice of the ensuing Annual General Meeting.

Your Directors therefore, recommend their appointment/re-appointment at the ensuing Annual General Meeting.

11. Acknowledgements

The Directors wish to place on record their deep appreciation of the continued assistance and co-operation from Bank of Baroda, the Administration of Union Territory of Dadra and Nagar Haveli, Palej Gram Panchayat, Palghar Gram Panchayat, Shareholders and all the Staff and employees of the Company

For and on behalf of the Board,

Mahendra R. Mehta, Chairman and Managing Director

Mumbai Dated 7th August, 2014

Mar 31, 2013

TO THE MEMBERS

The Directors hereby present the Twenty Fourth Annual Report of your Company, together with the Audited Accounts for the year ended 31st March, 2013.

1. Financial Results :

(Rupees in Lacs)

2012-13 2011-12 Sales (including Excise Duty) 112779.45 104706.14

Less : Excise Duty (15196.58) (11527.51)

Sales (Net of Excise Duty) 97582.87 93178.63

Operating Profit 4025.83 3776.78

Add : Other Income 126.30 76.35

Profit before Financial Charges,

Depreciation & Taxes 4152.13 3853.13

Financial Charges (506.85) (595.33)

Depreciation (1257.41) (1293.52)

Profit before Taxes &

Extra-ordinary Items 2387.87 1964.28

Extra-ordinary Items

Profit before Taxes 2387.87 1964.28

Less:

Provision for Tax (792.41) (549.78)

Profit after Tax 1595.46 1414.50

Add : Balance brought forward

from last Account 363.53 352.22

Balance available : (A) 1958.99 1766.72

Which the Board of Directors have appropriated as under :

(i) Transfer to General Reserve 1150.00 1000.00

(ii) Proposed Total Dividend 462.54 346.91 @ Rs. 4.00 for the year (Previous year @ Rs. 3.00), which includes Interim Dividend @ Rs. 2.50 (Rs. 1.80), per equity share.

(iii) Corporate Tax on Dividend 76.37 56.28

(B) 1688.91 1403.19

Balance carried forwarded in Profit & Loss Account (A) Â (B) 270.08 363.53

2. Dividend

At the Meeting held on 11th February, 2013, the Directors had recommended an interim dividend @ Rs. 2.50 (25%) per equity share of Rs. 10/- each, fully paid, for the financial year 2012-13, since paid. The Directors are pleased to recommend final Dividend @ Rs. 1.50 (15%) per equity share of Rs. 10/- each, fully paid, for the year ended 31st March, 2013, making total dividend recommended of Rs. 4/- (40%) per Equity Share of Rs. 10/- each, fully paid, subject to the approval of Shareholders at the ensuing Annual General Meeting.

3. Operations

Our total production during the year was almost the same as that of previous year. The overall gross sales income was Rs. 1128 Cr [1047 Cr] and income, net of taxes, Rs. 976 Cr [932 Cr]. The increase in the Net Sales Income is due to higher rates of inputs consumed.

For the year, the PBDIT is 4152.13 [3853.13], Finance Charges 506.85 [595.33], Depreciation 1257.41 [1293.52], PBT 2387.87 [1964.28], Provision for Tax 792.41 [549.78], and PAT 1595.46 lacs; which is more than the previous year. Our Reserves and Surplus (excluding Revaluation) are about Rs. 19063 [17993] at the end of March 2013.

During the fiscal, the overall economic and Industrial climate was unfortunately sluggish. Electrical Equipment Manufacturing Industry registered negative growth.

High rates of interest, increase in the cost of our primary inputs, substantial volatility in the foreign exchange, inflation has resulted in the contraction of the production of the domestic Capital-Goods-sector. Due to high cost of proper grade fuel, and issues pertaining to environmental clearances, the Power-sector registered low growth.

Notwithstanding whatever has been stated in the foregoing paragraphs, your Company continues to be optimistic about future growth in the sector. India, being a power-deficit- country, the long term prospects of the Electrical Equipment Manufacturing Industry is bright. Our Government is aware of constraints and has initiated remedial measures. Our Winding Wires, as you are aware, are used in the manufacture of Electrical Equipment, which again depend on the development of Electrical Power sector.

Our Company is looking forward to the future with optimism. India will require to increase its electricity generation capacity by about four times within the next twenty years so as to be able to achieve the projected annual GDP growth of about 7% or so. Besides the Power-sector, infrastructure projects such as airports, metros etc. are expected to generate good demand for electrical equipment. However, the industry will require a level playing field and safeguards against surge of imports as a result of various Trade Agreements signed by our Country. Inherent distortions arising from rapidly increasing Trade Deficit need prompt remedial actions.

Despite an adverse economic climate in the country, your Company has performed well during the year under review.

Your Company has discharged all financial obligations in time, without delay or default and continues to remain a high dividend paying Company with low-debt-gearing.

Your Company continues to be the market-leader in the field of Winding Wires in India. Export efforts continue.

4. Listing / Dematerialisation of the Company''s Equity Shares:

The Equity Shares of your Company continue to be listed at the Bombay Stock Exchange Ltd, (BSE) and National Stock Exchange of India Ltd (NSE) and required Annual Listing Fees have been paid.

The Equity Shares of the Company are compulsorily traded in dematerialized form as prescribed by SEBI. The same are registered with both National Securities Depository Ltd., Trade World, 4th Floor, Kamala Mills Compound, Senapati Bapat Marg, Lower Parel, Mumbai - 400 013, and Central Depository Services (India) Limited, Phiroze Jeejeebhoy Towers, 28th Floor, Dalal Street, Mumbai - 400 023, Under ISIN No. INE372C01011 common for both.

5. Particulars of Employees:

As required under the provisions of Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules 1975, particulars of the employees are given in Annexure I hereto and form part of this report.

6. Disclosure of particulars in the Directors'' Report:

As required under the provisions of Section 217 (1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of particulars in the report of the Board of Directors) Rules 1988, the necessary particulars are given in Annexure II hereto and form part of this report.

7. Auditors:

a) Statutory Auditors :

The Auditors, M/s. S. R. Divatia & Company, Chartered Accountants, Mumbai, who have been Statutory Auditors of the Company, hold office until the ensuing Annual General Meeting. Subject to the approval of the Members, it is proposed to re-appoint them for the Financial Year 2013-14. The Auditors have furnished, u/s 224 (1B) of the Companies Act 1956, Certificate of Eligibility for reappointment.

b) Cost Auditors :

The Cost Accounting records maintained by the Company for Products covered under Central Excise Tariff Act, 1985 Chapter Heading 8544 (Winding Wires Made of Copper) are subject to yearly audit by qualified Cost Auditors.

Based on the Audit Committee recommendation at its meeting held on 28th May, 2012, the Board has appointed M/s. Gangan & Co., Cost Accountants as the Cost Auditor of the Company for the Financial Year 2012-13.

8. Corporate Governance:

As required by Clause 49 of the Listing Agreements with Stock Exchanges, a Corporate Governance Report, a Management Discussion and Analysis, and the Certificate of the Auditors of the Company regarding compliance of conditions of Corporate Governance are made a part of the Annual Report. Please refer Annexure III to the Directors'' Report.

The Company has framed a Code of Conduct for all its Board Members and Senior Management Personnel of the Company, who have affirmed compliance thereto. The said Code of Conduct has been posted on the Company''s website. The Declaration to this effect signed by the CEO is made a part of the Annual Report.

9. Directors'' Responsibility Statement:

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Board of Directors of the Company based on the representations received from the operating management confirms:

i. that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

ii. that the directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at the end of financial year ended 31st March, 2013 and of the profit of the Company for that period;

iii. that the directors had taken proper and sufficient care 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. that the directors had prepared the annual accounts for the year ended 31st March, 2013, on a going concern basis.

10. Directors:

a) The term of appointment of Shri Deepak M. Mehta, Whole-time Director, expires on 31st July, 2013. On the recommendation of Remuneration-Cum-Selection Committee, the Board of Directors have, at their meeting held on 29th May, 2013, re-appointed Shri Deepak M. Mehta as Whole-time Director for a further period of three years from 1st August, 2013 subject to the approval of the Members of the Company at the ensuing Annual General Meeting and other statutory approval required, if any.

b) In accordance with the provisions of the Companies Act, 1956, and the Company''s Articles of Association, Shri P. N. Vencatesan and Shri P. R. Merchant retire by rotation and are eligible for re-appointment.

11. Acknowledgements

The Directors wish to place on record their deep appreciation of the continued assistance and co-operation from Bank of Baroda, the Administration of Union Territory of Dadra and Nagar Haveli, Palej Gram Panchayat, Shareholders and all the Staff and employees of the Company.

For and on behalf of the Board

Mahendra R. Mehta Chairman and Managing Director

Mumbai,

Dated 29th May, 2013

Mar 31, 2012

The Directors hereby present the Twenty Third Annual Report of your Company, together with the Audited Accounts for the year ended 31st March, 2012.

1. Financial Results :

(Rupees in Lacs) 2011-12 2010-11

Sales (including Excise Duty) 104706.14 97618.24

Less : Excise Duty (11527.51) (10254.49)

Sales (Net of Excise Duty) 93178.63 87363.75

Operating Profit 3776.78 6278.37

Add : Other Income 76.35 127.50

Profit before Financial Charges, Depreciation & Taxes 3853.13 6405.87

Financial Charges (595.33) (479.82)

Depreciation (1293.52) (1224.74)

Profit before Taxes & Extra-ordinary Items 1964.28 4701.31

Extra-ordinary Items Ã Ã

Profit before Taxes 1964.28 4701.31

Less:

Provision for Income Tax (549.78) (1601.28)

Profit after Tax 1414.50 3100.03

Add : Balance brought forward from last Account 352.22 359.66

Balance available : (A) 1766.72 3459.69

Which the Board of Directors have appropriated as under :

(i) Transfer to General Reserve 1000.00 2300.00

(ii)Proposed Total Dividend 346.91 693.82 @ Rs. 3.00 for the year (Previous year @ Rs. 6.00), which includes Interim Dividend @ Rs. 1.80 (Rs. 2.40), per equity share.

(iii) Corporate Tax on Dividend 56.28 113.65

(B) 1403.19 3107.47

Balance carried forwarded in Profit & Loss Account (A) Ã (B) 363.53 352.22

2. Dividend

At the Meeting held on 8th February, 2012, the Directors had recommended an interim dividend @ Rs. 1.80 (18%) per equity share of Rs. 10/- each, fully paid, for the financial year 2011-12, since paid. The Directors are pleased to recommend final dividend @ Rs. 1.20 (12%) per equity share for the year ended 31st March, 2012, making total dividend recommended of Rs. 3/- (30%) per equity share of Rs. 10/- each, fully paid, subject to the approval of Shareholders at the ensuing Annual General Meeting.

3. Operations

During the fiscal the overall economic and Industrial climate was unfortunately sluggish. The growth in the production of domestic Electrical Equipment Industry was lower. The financial crisis in Western Europe has also cast negative effect on manufacturing sector and economy in general in India.

High rate of interest, inflation, increase in the cost of our primary inputs, power and fuel, substantial volatility in the foreign exchange and increase in cost all around has resulted in the contraction by more than 20% of the production of Capital-Goods-sector impacting our operations.

Despite such adverse economic climate in the Country, your Company has performed reasonably well during the year under review.

The total production during the year was 24862 M Tons [25832 MT], marginal decrease of about 4%. The overall gross sales income was Rs. 1047 Cr. [976 Cr] and income net of taxes Rs. 932 [874] Cr. The increase in the sales income, despite marginal fall in production, is due to increase in the cost of primary raw materials consumed, besides more production on own account and less production on job work account.

For the year, the PBDIT is 3853.13, PBDT 3257.80, PBT 1964.28 and PAT 1414.51 lacs. Our Reserve and Surplus are Rs 17992.69 (16982.86) lacs at the end of March 2012.

Though prices of copper, our principal input remained volatile during the year, your company has generally preferred to have back to back procurement of input to avoid pricing mismatch of the sale of finished goods.

Your company continues to be the market-leader in the field of Winding Wires in India. Export efforts continue.

The Company has successfully executed an Order for 765 KV Continuously Transposed Conductors and the EHV Power Transformer made therefrom by a renowned Domestic Transformer Manufacturer are satisfactorily working in the field since quiet some time.

Addition in the plant and machinery and civil work during the year is about Rs. 12 Crores.

Notwithstanding whatever has been stated in the foregoing paragraphs about the sluggishness in the Capital-Goods- sector in our Country during the year, your company continues to be optimistic about future growth in the sector. India being a power-deficit-country, the long term prospects of the Electrical Equipment Manufacturing Industry is bright. Our Government is aware of constraints such as availability of proper grade coal for the thermal plants and has initiated actions in right direction. Our Winding Wires, as you are aware, are used in the manufacture of Electrical Equipment, which again depend on the development of Electrical Power sector. Our Company is looking forward to the future with optimism.

Your Company has discharged all financial obligations in time, without delay or default and continues to remain a Dividend paying Company since long time and has low- debt-gearing.

4. Listing / Dematerialisation of the Company's Equity Shares:

The Equity Shares of your Company continue to be listed at the Bombay Stock Exchange Ltd, (BSE) and National Stock Exchange of India Ltd (NSE) and required Annual Listing Fees have been paid.

The Equity Shares of the Company are compulsorily traded in dematerialized form as prescribed by SEBI. The same are registered with both National Securities Depository Ltd., Trade World, 4th Floor, Kamala Mills Compound, Senapati Bapat Marg, Lower Parel, Mumbai - 400 013, and Central Depository Services (India) Limited, Phiroze Jeejeebhoy Towers, 28th Floor, Dalal Street, Mumbai - 400 023, Under ISIN No.INE372C01011 common for both.

5. Particulars of Employees:

As required under the provisions of Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules 1975, particulars of the employees are given in Annexure I hereto and form part of this report.

6. Disclosure of particulars in the Directors' Report:

As required under the provisions of Section 217 (1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of particulars in the report of the Board of Directors) Rules 1988, the necessary particulars are given in Annexure II hereto and form part of this report.

7. Auditors:

The Auditors, M/s. S. R. Divatia & Company, Chartered Accountants, Mumbai, who have been Statutory Auditors of the Company, hold office until the ensuing Annual General Meeting. Subject to the approval of the Members, it is proposed to re-appoint them for the Financial Year 2012- 13. The Auditors have furnished, u/s 224 (1B) of the Companies Act 1956, Certificate of Eligibility for reappointment.

8. Corporate Governance:

As required by Clause 49 of the Listing Agreements with Stock Exchanges, a Corporate Governance Report, a Management Discussion and Analysis, and the Certificate of the Auditors of the Company regarding compliance of conditions of Corporate Governance are made a part of the Annual Report. Please refer Annexure III to the Directors' Report.

The Company has framed a Code of Conduct for all its Board Members and Senior Management Personnel of the Company, who have affirmed compliance thereto. The said Code of Conduct has been posted on the Company's website. The Declaration to this effect signed by the CEO is made a part of the Annual Report.

9. Directors' Responsibility Statement:

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Board of Directors of the Company based on the representations received from the operating management confirms:

i. that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

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

iii. that the directors had taken proper and sufficient care 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. that the directors had prepared the annual accounts for the year ended 31st March, 2012, on a going concern basis.

10. Directors:

The term of appointment of Shri Milan M. Mehta, Vice Chairman & Managing Director, expired on 31st March, 2012. On the recommendation of its Remuneration-Cum-Selection Committee, the Board of Directors have, at their meeting held on 8th February, 2012, re-appointed Shri Milan M. Mehta as Vice Chairman & Managing Director for a further period of three years from 1st April, 2012 subject to the approval of the Members of the Company at the ensuing Annual General Meeting and any other statutory approval required, if any.

Shri Pradip Roy has been appointed as an Additional Director on 14th November, 2011 by the Board of Directors and holds office until the ensuing Annual General Meeting. Besides being a Graduate Engineer from Indian School of Mines, Dhanbad, and a MBA from Delhi University, Shri Roy is qualified CAIIB, a successful Banker and retired as Executive Director of IDBI Bank Ltd. He is also on the Board of eminent Companies. He has been associated with various Committees constituted by Government / Industry Association on Policy formation etc in Infrastructure field. He was nominated by the Government of India to represent Financial Sector on Ports and Roads set up by Planning Commission, under the Chairmanship of Ex Dy Governor of Reserve Bank of India.

The Company has received Notice, along with the requisite Deposit of Rupees Five Hundred, from a Member proposing the appointment of Shri Pradip Roy as a Director of the Company, at the ensuing Annual General Meeting.

In accordance with the provisions of the Companies Act, 1956, and the Company's Articles of Association, Shri Vijay M. Crishna and Shri Ashwin P. Kothari retire by rotation and are eligible for re-appointment.

11. Acknowledgements

The Directors wish to place on record their deep appreciation of the continued assistance and co-operation from Bank of Baroda, the Administration of Union Territory of Dadra and Nagar Haveli, Palej Gram Panchayat, Shareholders and all the Staff and employees of the Company.

For and on behalf of the Board

Mahendra R. Mehta

Chairman and Managing Director

Mumbai,

Dated 28th May, 2012

Mar 31, 2011

The Directors hereby present the Twenty Second Annual Report of your Company, together with the Audited Accounts for the year ended 31st March, 2011.

1. Financial Results :

(Rupees in Lacs) 2010-11 2009-10

Sales (including Excise Duty) 97618.24 69706.33

Less : Excise Duty (10254.49) (6687.00)

Sales (Net of Excise Duty) 87363.75 63019.33

Operating Profit 6275.59 4451.71

Add : Other Income 127.50 299.67

Profit before Financial Charges, Depreciation & Taxes 6403.09 4751.38

Financial Charges (477.04) (463.22)

Depreciation (1224.74) (1087.82)

Profit before Taxes & Extra-ordinary Items 4701.31 3200.34

Extra-ordinary Items Ã 140.58

Profit before Taxes 4701.31 3340.92

Less:

Provision for Income Tax (1508.00) (917.00)

Provision for Wealth Tax (0.38) (0.13)

Provision for Deferred Tax (44.75) (149.02)

Prior Years Tax Adjustments (48.15) (12.47)

Profit after Tax 3100.03 2262.30

Add : Balance brought forward from last Account 359.66 392.63

Balance available : (A) 3459.69 2654.93

Which the Board of Directors have appropriated as under :

(i) Transfer to General Reserve 2300.00 1700.00

(ii) Proposed Total Dividend 693.82 508.80 @ Rs. 6.00 for the year (Previous year @ Rs. 4.40), which includes Interim Dividend @ Rs. 2.40 (Rs. 2.40), per equity share.

(iii) Corporate Tax on Dividend 113.65 86.47

(B) 3107.47 2295.27

Balance carried forwarded in Profit & Loss Account (A) Ã (B) 352.22 359.66

2. Dividend

At the Meeting held on 31st August, 2010, the Directors had recommended an interim dividend @ Rs. 2.40 ( 24%) per equity share of Rs. 10/- each, fully paid, for the financial year 2010-11, since paid. The Directors are pleased to recommend final Dividend @ Rs 3.60 (36%) per equity share for the year ended 31st March 2011, making total dividend recommended of Rs. 6.00 (Sixty percent) per equity share of Rs. 10/- each, fully paid, subject to the approval of Shareholders at the ensuing Annual General Meeting.

3. Operations

During the fiscal the overall economic climate was satisfactory and your Company has performed very well. PBT has increased to 4701 (3341) and PAT is 3100 (2262) for the year. Reserves and Surplus (without revaluation) has increased to 16983 (14690), all figures are in Rs./ Lacs.

The Company has discharged all financial obligations in time on due dates without any delay or default.

During the year under review:

[a] The total Production of Finished Goods was about 25832 [23500] MT, an increase of approx. 10%.

[b] Sales Income Gross was Rs. 97618 [Rs. 69706] lacs and Income net of Taxes Rs. 87364 [Rs. 63019] lacs respectively. Sales Income is higher during the year due to increase in production on own account, lower job work business and higher cost of Copper.

[c] Increase in the Gross Block stands at Rs. 3430 (Rs. 696) lacs due to addition in Plant and Machinery and Civil Works during the year.

[d] Prices of Copper, our principal input, remained volatile. However, your Company preferred to, generally, have back-to-back procurement of input and sales of finished goods so as to avoid pricing mismatch related issues.

[e] Your Company has successfully executed and completed an Order for substantial quantity of Paper Insulated Copper Conductors received from Bharat Heavy Electricals Ltd, the largest Electrical Equipment Manufacturer in Asia.

Due to the melt-down of economy, in the world and also in our country, during fiscal 2008-09, your Company had deferred plans for expansion. However, equipments ordered during fiscal 2009-10 have been received during the second half of fiscal under review and put to use during QIV FY10-11. Your Company has purchased, for future expansion, about 14 Acres of Industrial Land in Andhra Pradesh at a cost of about Rs. 368 lacs. The Company has deferred decision to invest in wind-power-energy generation.

Your Company is the market leader in the field of winding wires made of copper in India and continues to explore export markets. Since India is power-deficit-country, long term prospects of the Electrical Equipment Manufacturing Industry is bright, subject to adequate allocation of funds and reforms in the Power-Sector- Policy. You are aware that your products are used in the manufacture of electrical equipments.

On the whole, your Company has performed extremely well despite challenging conditions. Barring unforeseen circumstances such as inflation, high rates of interest and other developments, your Company may continue to grow in coming years.

4. Listing / Dematerialisation of the Companys Equity Shares:

The Equity Shares of your Company continue to be listed at the Bombay Stock Exchange Ltd, (BSE) and National Stock Exchange of India Ltd (NSE) and required Annual Listing Fees have been paid.

The Equity Shares of the Company are compulsorily traded in dematerialized form as prescribed by SEBI. The same are registered with both National Securities Depository Ltd., Trade World, 4th Floor, Kamala Mills Compound, Senapati Bapat Marg, Lower Parel, Mumbai - 400 013, and Central Depository Services (India) Limited, Phiroze Jeejeebhoy Towers, 28th Floor, Dalal Street, Mumbai - 400 023, Under ISIN No.INE372C01011 common for both.

5. Particulars of Employees:

As required under the provisions of Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules 1975, particulars of the employees are given in Annexure I hereto and form part of this report.

6. Disclosure of particulars in the Directors Report:

As required under the provisions of Section 217 (1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of particulars in the report of the Board of Directors) Rules 1988, the necessary particulars are given in Annexure II hereto and form part of this report.

7. Auditors:

The Auditors, M/s. S. R. Divatia & Company, Chartered Accountants, Mumbai, who have been Statutory Auditors of the Company, hold office until the ensuing Annual General Meeting. Subject to the approval of the Members, it is proposed to re-appoint them for the Financial Year 2011-12. The Auditors have furnished, u/s 224 (1B) of the Companies Act, 1956, Certificate of Eligibility for reappointment.

8. Corporate Governance:

As required by Clause 49 of the Listing Agreements with Stock Exchanges, a Corporate Governance Report, a Management Discussion and Analysis, and the Certificate of the Auditors of the Company regarding compliance of conditions of Corporate Governance are made a part of the Annual Report. Please refer Annexure III to the Directors Report.

The Company has framed a Code of Conduct for all its Board Members and Senior Management Personnel of the Company, who have affirmed compliance thereto. The said Code of Conduct have been posted on the Companys website. The Declaration to this effect signed by the CEO are made a part of the Annual Report.

9. Directors Responsibility Statement:

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Board of Directors of the Company based on the representations received from the operating management confirms:

i. that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

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

iii. that the directors had taken proper and sufficient care 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. that the directors had prepared the annual accounts for the year ended 31st March, 2011, on a going concern basis.

10. Directors

In accordance with the provisions of the Companies Act, 1956, and the Companys Articles of Association, Shri. P. R. Merchant and Shri. P. N. Vencatesan retire by rotation and are eligible for re-appointment.

The term of appointment of Shri Mahendra R. Mehta, Chairman & Managing Director, expires on 30th September, 2011. On the recommendation of its Remuneration-Cum-Selection Committee, the Board of Directors have, at their meeting held on 16th May, 2011, re-appointed Shri Mahendra R. Mehta as Chairman & Managing Director for a further period of three years from 1st October, 2011 subject to the approval of the Company at the ensuing Annual General Meeting.

11. Acknowledgements

The Directors wish to place on record their deep appreciation of the continued assistance and co-operation from Bank of Baroda, the Administration of Union Territory of Dadra and Nagar Haveli, Palej Gram Panchayat, Shareholders and all the Staff and employees of the Company.

For and on behalf of the Board

Mahendra R. Mehta Chairman and Managing Director

Mumbai, Dated 16th May, 2011

Mar 31, 2010

The Directors hereby present the Twenty First Annual Report of your Company, together with the Audited Accounts for the year ended 31st March, 2010.

1. Financial Results: (Rupees in Lacs) 2009-10 2008-09 Sales (including Excise Duty) 69706.34 62877.60 Less: Excise Duty (6687.00) (9255.52) Sales (Net of Excise Duty) 63019.34 53622.08 Operating Profit 4436.04 1565.20 Add: Other Income 299.67 71.83 Profit before Financial Charges, Depreciation & Taxes 4735.71 1637.03 Financial Charges (447.55) (398.41) Depreciation (1087.82) (1032.22) Profit before Taxes & Extra-ordinary Items 3200.34 206.40 Extra-ordinary Items 140.58 - Profit before Taxes 3340.92 206.40 Less: Provision for Income Tax (917.00) 0 Provision for Wealth Tax (0.13) (0.20) Provision for Deferred Tax (149.02) (74.63) Provision for Fringe Benefit Tax (0) (11.00) Prior YearsTax Adjustments (12.47) (4.40) Profit after Tax 2262.30 116.17 Add : Balance brought forward from last Account 392.63 389.69 Balance available: (A) 2654.93 505.86 Which the Board of Directors have appropriated as under: (i) Transfer to General Reserve 1700.00 5.00 (ii) Proposed Final Dividend 508.80 92.51 @ Rs. 4.40 for the year (Previous year @ Rs. 0.80), which includes Interim Dividend @ Rs. 2.40 (Nil), per equity share). (iii) Corporate Tax on Dividend 86.47 15.72 (B) 2295.27 113.23 Balance carried forwarded in Profit & Loss Account (A) - (B) 359.66 392.63

2. Dividend

At their Meeting held on 28th January, 2010, the Directors had recommended an interim dividend @ Rs. 2.40 (24%) per equity share of Rs. 10/- each, fully paid, for the financial year 2009-10, since paid. The Directors are pleased to recommend a further Dividend @ Rs. 2.00 per equity share for the year ended 31st March, 2010, making a total dividend recommended of Rs. 4.40 per equity share of

Rs. 10/- each, fully paid, subject to the approval of Shareholders at the ensuing Annual General Meeting.

3. Operations

Due to the fiscal and monetary measures taken by our Government during 2008 and 2009, the overall economic climate improved during the year and this has resulted improvement in the economy and industrial growth.

During the year under review:

[a] the total production of finished goods was about 23500 MT, an increase of approx. 9.40%.

[b] Sales Income Gross and Net of Taxes was Rs. 69706.34 lacs and Rs. 63019.34 lacs respectively. Sales Income is higher during the year due to higher production on own account and lower job work business.

[c] Copper prices remained volatile but in general showed an upward trend during the year. Your Company was able to satisfactorily resolve the residual Copper pricing mis-match related issues which had adversely affected the Companys performance in the previous year.

[d] Based on the experience of extremely high adverse price movements of input, which affected working of the company during last year, the copper procurement policy for customers orders of finished products was modified.

To protect the interest of the Company against Copper price volatility, your Company enters into hedging transactions of Copper. The net loss on Copper Hedging Transactions squared up during the year under review is Rs. 488 lacs (163 lacs) (rounded off) and the same is included in the Cost of Material Consumed (Schedule 11- B to the Profit and Loss Account for the year).

During the year, some consignments of our finished goods sold on own account and on job work account did not reach the plants of our OEM Consumers due to loss en-route. Police complaints have been filed. The goods were insured. The insurance company has disputed the liability in respect of loss of such goods processed on jobwork basis and dispatched to the customers. On such goods sold on own account but lost during transit, pending settlement of insurance claims, an amount of Rs. 101.43 lacs (rounded off) is accounted under loans and advances (Current Assets).

Out of a consignment of copper rods (E C Grade) imported by us from Australia, during December 2007, a total quantity of 33,404 Kgs was lost in transit from Port to our factory. Out of the above, about 29,400 kgs of material was recovered by the Police earlier. As per the Hon. Jurisdictional Courts permission received during the year under review, the same has been reprocessed and consumed. Insurance claim is pending.

Due to the slow-down / melt-down of economy in the previous year, your Company deferred plans for expansion. However, equipments ordered earlier are being received during current year and expansion of capacity will materialize during 2010-11. Company is considering investment in alternate energy generation (wind power) in Gujarat. Plans are afoot for further augmenting capacity in fiscal 2011-12.

Your Company is the Market Leader in the field of winding wires made of Copper in India and continues to explore new export markets. The long term prospects of the Electrical Equipment Manufacturing Industry in general continue to be bright.

The Company has discharged all financial obligations on time.

During the year under review, competition continued to be intense, there was significant inflationary pressure.

On the whole, your Company has managed to perform well and recorded a major turn-around in financial performance despite challenging conditions.

4. Listing / Dematerialisation of the Companys Equity Shares

The Equity Shares of your Company continue to be listed at the Bombay Stock Exchange Ltd., (BSE) and National Stock Exchange of India Ltd (NSE) and required Annual Listing Fees have been paid.

The Equity Shares of the Company are compulsorily traded in dematerialized form as prescribed by SEBI. The same are registered with both National Securities Depository Ltd., Trade World, 4th Floor, Kamala Mills Compound, Senapati Bapat Marg, Lower Parel, Mumbai - 400 013, and Central Depository Services (India) Limited, Phiroze Jeejeebhoy Towers, 28th Floor, Dalai Street, Mumbai - 400 023, under ISIN No. INE372C01011 common for both.

5. Particulars of Employees:

As required under the provisions of Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules 1975, particulars of the employees are given in Annexure I hereto and form part of this report.

6. Disclosure of particulars in the Directors Report:

As required under the provisions of Section 217 (1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of particulars in the report of the Board of Directors) Rules 1988, the necessary particulars are given in Annexure II hereto and form part of this report,

7. Auditors

The Auditors, M/s. S. R. Divatia & Company, Chartered Accountants, Mumbai, who had been Statutory Auditors of the Company, hold office until the ensuing Annual General Meeting. Subject to the approval of the Members it is proposed to re-appoint them for the Financial Year 2010-11. The Auditors have u/s 224 (1B) of the Companies Act, 1956 furnished Certificate of Eligibility for reappointment.

8. Corporate Governance:

As required by Clause 49 of the Listing Agreements with Stock Exchanges, a Corporate Governance Report, a Management Discussion and Analysis, and the Certificate of the Auditors of the Company regarding compliance of conditions of Corporate Governance are made a part of the Annual Report. Please refer Annexure III to the Directors Report.

The Company has framed a Code of Conduct for all its Board Members and Senior Management Personnel of the Company, who have affirmed compliance thereto. The said Code of Conduct have been posted on the Companys website. The Declaration to this effect signed by the CEO are made a part of the Annual Report.

9. Directors Responsibility Statement

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Board of Directors of the Company based on the representations received from the operating management confirms:

i. that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

ii. that the directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at the end of financial year ended 31a March, 2010 and of the profit of the Company for that period;

iii. that the directors had taken proper and sufficient care 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. that the directors had prepared the annual accounts for the year ended 31st March, 2010, on a going concern basis.

10. Directors

In accordance with the provisions of the Companies Act, 1956, and the Companys Articles of Association, Shri V. M. Crishna and Shri A. P. Kothari retire by rotation and are eligible for reappointment.

The term of appointment of Shri Depak M. Mehta, Whole- time Director, expires on 31st July, 2010. On the recommendation of its Remuneration Committee the Board of Directors have, at their meeting held on 13th May, 2010, reappointed Shri Deepak Mehta as Whole- time Director for a further period of three years from 1st August 2010 subject to the approval of the Company at the ensuing Annual General Meeting.

11. Acknowledgements

The Directors wish to place on record their deep appreciation of the continued assistance and co-operation from Bank of Baroda, the Administration of Union Territory of Dadra and Nagar Haveli, Palej Gram Panchayat, Shareholders and all the Staff and employees of the Company.

For and on behalf of the Board Mahendra R. Mehta Chairman and Managing Director Mumbai, Dated 13th May, 2010

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