Directors Report of Premier Ltd.

Mar 31, 2024

Presentation of the 78^th Annual Report together with the Audited Financial Statements of
the Company for the year ended 31^st March 2024 is hereby submitted as under:

INITIATION OF CORPORATE INSOLVENCY RESOLUTION PROCESS (CIRP)

The National Company Law Tribunal (“NCLT”), Mumbai Bench, vide order dated 29th
January 2021 (“Insolvency Commencement Order”) has initiated corporate insolvency
resolution process (“CIRP”) based on a petition filed by Anand Rathi Global Finance Limited
under a section 7 of the Insolvency and Bankruptcy Code, 2016 (“the Code”). Ms. Kanak Jani
IP Registration No. IBBI/IPA-001/IP-P-01757/2019-2020/12685 was appointed as Interim
Resolution Professional (“IRP”) to manage the affairs of the Company in accordance with
the provisions of the Code. At the first meeting of the committee of creditors held on 04th
March 2021, Ms. Kanak Jani had been continued as Resolution Professional (RP/
Resolution Professional) for the Company. Pursuant to the Insolvency Commencement
Order and in line with the provisions of the Code, the powers of the Board of Directors were
suspended and the same were to be exercised by RP. Further, in the 17th meeting of the
Committee of Creditors, the resolution plan was duly approved by the members of the
Committee of Creditors which is pending for approval before the Hon’ble NCLT, Mumbai
Bench.

Since the company is under Corporate Insolvency Resolution Process (CIRP), as per Section
17 of the Insolvency & Bankruptcy Code, 2016 from the date of appointment of the
Resolution Professional.

(a) the management of the affairs of the company shall vest in the Resolution Professional.

(b) the powers of the Board of Directors of the company shall stand suspended and be
exercised by the Resolution Professional.

(c) the officers and managers of the company shall report to the Resolution Professional and
provide access to such documents and records of the company as may be required by the
Resolution Professional.

(d) the financial institutions maintaining accounts of the company shall act on the
instructions of the Resolution Professional in relation to such accounts and furnish all
information relating to the company available with them to the Resolution Professional.

FINANCIAL RESULTS

The summarized financial performance highlight is presented in the table below:

(Rs. in Lakhs)

Particulars	Standalone		Consolidated
	FY 2023-24	FY 2022-23	FY 2023¬ 24	FY 2022¬ 23
Revenue from Operations	-	-	-	-
Other Income	89.18	35.35	89.18	35.35
Total Income	89.18	35.35	89.18	35.35
EXPENSES:	(1130)	(1400.56)	(1130)	(1400.56)
Profit/(Loss) before exceptional items and tax	(1040.82)	(1365.21)	(1040.82)	(1365.21)
Exceptional Items	-	-	-	-
Profit/(Loss) before tax	(1040.82)	(1365.21)	(1040.82)	(1365.21)
Net movement in regulatory deferral account balances related to profit or loss and the related deferred tax movement
Items that will not be reclassified to Profit or loss
Profit/ (loss) for the period	(1040.82)	(1365.21)	(1040.82)	(1365.21)

PERFORMANCE REVIEW

Your company has incurred a net loss of Rs. (1040.82) lakhs during the year under review
as against Rs. (1365.21) lakhs in the previous financial year.

DIVIDEND

Your Company is under Corporate Insolvency Resolution Process (CIRP) and incurring
losses, the Board of Directors (suspended during CIRP) does not recommend any dividend
for the year 2023-24.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND
PROTECTION FUND

In compliance with the provisions of section 125 of the Companies Act, 2013, as at 31st
March, 2024 there has been a delay in transferring unclaimed matured fixed deposits &
interest amounting to Rs. 36.16 lakhs to the Investor Education & Protection Fund (“IEPF”).
These funds are held by the company in a separate designated bank account and the process
for transfer to the IEPF shall be completed in due course.

TRANSFER TO RESERVES

The Company has not transferred any amount to reserves during the year under review.
CHANGE IN SHARE CAPITAL

There is no change in the share capital of the Company during the year under review.
ANNUAL RETURN

A copy of the annual return as provided under sub-section (3) of section 92 of the Companies
Act, 2013 (‘the Act’), in the prescribed form, which will be filed with Registrar of
Companies/MCA, for the year ended as on 31^st March, 2024 is hosted on the website of the
Resolution Professional (“RP”) and can be accessed at https://sunresolution.in.

NUMBER OF BOARD MEETINGS

The Corporate Insolvency Resolution Process (CIRP) of the Company has been in effect from
January 29^th, 2021, as per the Orders passed by Hon’ble National Company Law Tribunal,
Mumbai Bench. The powers of the Board of Directors have been suspended during the CIRP
period. Therefore, no board meeting was held during the year 2023-2024.

OPERATIONS & MANAGEMENT DISCUSSION AND ANALYSIS

The current year’s operations are covered in the Management Discussion and Analysis
Report. This Report, as stipulated under Schedule V to the SEBI (Listing Obligations &
Disclosure Requirements) Regulations, 2015, is presented in a separate section forming part
of this annual report.

CORPORATE GOVERNANCE

The Report on Corporate Governance, as stipulated in Schedule V to the SEBI (Listing
Obligations & Disclosure Requirements) Regulations, 2015, forms part of this Report.
Further, it is stated that:

(i) The corporate insolvency resolution process (CIRP) of the Company has been in effect
from January 29^th, 2021, as per the Orders passed by Hon’ble NCLT, Mumbai Bench.
Therefore, no board meetings were held during the period under review.

(ii) The composition of Audit Committee and other particulars are given in item No. 7 of
the Corporate Governance Report.

(iii) The Company has established a vigil mechanism for directors and employees to
report their genuine concern and grievances. No personnel had been denied access
to the Audit Committee.

(iv) The Company has adopted Risk Assessment Procedure which provides an approach
by the Management to identify potential events that may affect the Company, to
manage the risk within its risk appetite and to provide reasonable assurance
regarding the achievement of the objectives of the Company. The Management
prioritizes the risk and finalizes the action plan for mitigation of the key risks. The
Board is of the opinion that there are no elements of risk which may threaten the

existence of the Company.

(v) The numbers of shares held by non-executive directors as on 31.03.2024 have been
disclosed in item No. 12 of the Corporate Governance Report.

(vi) The meeting of Independent Directors was not held during the year 2023-2024 as the
company was under CIRP and powers of board of directors stood suspended.

(vii) The report on Corporate Governance as stipulated under SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 is presented in a separate section
forming part of this annual report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The directors and KMP of the company as on March 31, 2024, are as under:

Name	Designation
Maitreya Doshi	Chairman & Managing Director
Rohita Doshi	Non-Executive Director
S. Padmanabhan	Non-Exe. Independent Director
Dilip J.Thakkar	Non-Exe. Independent Director
Udo Weigel	Non-Exe. Independent Director
Ramesh Adige	Non-Exe. Independent Director

Pursuant to the NCLT order for commencement of the CIRP and in line with the provisions
of the Code, the powers of the Board of Directors stood suspended and exercised by RP.

DIRECTORS RESPONSIBILITY STATEMENT

As required by Section 134(3)(c) of the Companies Act, 2013, the Board of Directors
(suspended during CIRP) states that:

a) In the preparation of the annual accounts for the financial year that ended March 31,
2024, the applicable accounting standards had been followed along with proper
explanation relating to material departures;

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

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

d) The Directors had prepared the annual accounts on a going concern basis;

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

f) The Directors had devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems were adequate and operating effectively.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER
SECTION 186 OF THE COMPANIES ACT, 2013

The Company has not given any loans or guarantees covered under the provisions of Section
186 of the Companies Act, 2013. The details of the investments made by the company are
given in the notes to the Financial Statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED
PARTIES

There were no material contracts or arrangements with related parties during the year under
review as referred to in sub-section (1) of section 188 of the Companies Act, 2013 and hence
disclosure in Form AOC-2 is not attached.

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

The details as required under Clause-3 of Rule 8 of the Companies (Accounts) Rules, 2014,
are provided in Annexure - I to the Directors’ Report.

PARTICULARS OF EMPLOYEES

The information required under Section 197(12) of the Companies Act, 2013, read with Rule
5(1) of the Companies (Appointment and remuneration of managerial personnel) Rules,
2014, and forming part of the Directors’ Report for the year ended 31^st March 2024 is given
in a separately Annexure - II to the Directors’ Report.

FIXED DEPOSITS

The Company has not either invited or accepted or renewed deposits from the members and
public during the financial year ended 31st March 2024, under Chapter V of the Companies
Act, 2013.

STATUTORY AUDITOR

The statutory auditor M/s Jayesh Dadia & Associates, LLP, Chartered Accountants (ICAI
Firm Registration Number 121142W / W100122) was appointed in the 76^th Annual General
Meeting held on 30^th September 2022, from the financial year 2022-2023 to 2026-2027.

INTERNAL AUDITOR

The company has not appointed an internal auditor during the financial year 2023-2024.

COST AUDITOR

Maintenance of cost records as specified by the Central Government under Section 148 of

the Companies Act 2013 is not applicable to the Company during the year under review.

OTHER DISCLOSURES

The particulars as required under Section 134(3) of the Companies Act, 2013, read with Rule

8 of the Companies (Accounts) Rules, 2014, are given below:

(i) The Company has in place adequate internal financial controls with reference to
financial statements and such controls are adequate and are operating effectively.

(ii) As per Section 92(3) read with 134(3)(a) of the Companies Act, 2013, the Annual
Return as on March 31, 2024, is available on the website of the Resolution
Professional (“RP”) i.e. https://sunresolution.in/premier-limited-agm/

(iii) The Nomination and Remuneration Policy under Section 178(3) of the Companies
Act, 2013, is given in Annexure - III to the Directors’ Report.

(iv) The report on the Corporate Social Responsibility under Companies (Corporate
Social Responsibility Policy) Rules, 2014, is given in Annexure - IV to the Directors’
Report.

(v) The Secretarial and Legal Compliance Audit Report in Form MR-3 prescribed under
Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014, read with Section 204(1) of the Companies Act, 2013, is given in
Annexure - V to the Directors’ Report.

(vi) There are qualified opinion/s made by the Statutory Auditors/secretarial auditor
which are self-explanatory in their respective reports.

(vii) The Nomination & Remuneration Committee of the Board has laid down the policy
on the Director’s appointment, remuneration, and criteria for determining
qualifications, independence of directors, etc. Para-1 of the Corporate Governance
Report discloses the criteria for payment of remuneration to Non-Executive Directors
and details of remuneration paid to the Managing Director and that the Company
does not have Stock Option Scheme.

(viii) Certificate of Non-disqualification of Directors pursuant to Regulation 34(3) of
SEBI(LODR), 2015 is given in Annexure - VI to the Director Report

(ix) The formal annual evaluation of the Board and individual directors have not been
carried out during the year 2023-2024 as the company has been admitted to the CIRP
with effect from 29.01.2021.

(x) The Company has not entered into a contract with related parties within the meaning
of Section 188(1) of the Companies Act, 2013, read with Rule 15 of the Companies
(Meetings of Board and its Powers) Rules, 2014.

(xi) The Company is not a subsidiary of any other company nor has a subsidiary company.
The Company has an existing associate company namely, PAL Credit & Capital Ltd.
(PCCL). The consolidated financial statements presented herewith include the
financials of PCCL. PCCL had discontinued its operations due to lack of funds.

(xii) Pursuant to provisions of Section 134(3) (ca) of the Companies Act, 2013, it is hereby
confirmed that during the year 2023-24, there have been no frauds reported by the
Auditor.

(xiii) No significant or material orders were passed by the Regulators or Courts or
Tribunals.

(xiv) The Company has adopted a policy under the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act.

(xv) The Directors confirm that the applicable Secretarial Standards, i.e. SS-1 and SS-2,
relating to ‘Meetings of the Board of Directors’ and ‘General Meetings’, respectively
have been duly followed by your Company. However, the board was suspended
during the year under review, therefore, no board meeting was conducted during the
year under review.

ACKNOWLEDGMENTS

The Board of Directors (suspended during CIRP) wishes to express appreciation for the
support and cooperation of the Committee of Creditors, various departments of Central and
State Governments, Bankers, Financial Institutions, Suppliers, Employees, and Associates.

For Premier Limited (In CIRP)

Sd/-

Kanak Jani

Resolution Professional
IBBI/IPA-001/IP-P-01757/2019 -2020/12685
AFA Validity upto: 19-12-2024

Place: Mumbai

Date: 4^th September 2024

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Mar 31, 2016

Directors'' Report

To The Members

The directors present herewith the 70^th Annual Report and the audited accounts for the financial year ended 31^st March, 2016.

1. Financial Results

The financial performance of the Company for the financial year ended 31st March, 2016, is summarized below:

(Rs. Cr.)

Particulars	2015-16	2014-15
Profit/(Loss) before Depreciation, Interest & Tax	(10.34)	33.06
Less: Interest	57.02	61.72
Depreciation and Amortization	31.58	40.65
Profit/(Loss) before exceptional items and Tax	(98.94)	(69.31)
Less: Exceptional Items Net : Income / (Expenditure)	73.75	(3.90)
Profit before tax / (Loss)	(25.19)	(73.21)
Less: Provision for Current Taxation	0.00	0.00
Add: Deferred Tax Credit	0.00	27.38
Profit after tax / (Loss)	(25.19)	(45.83)
Add: Balance in Profit and Loss Account	50.46	96.29
Amount Available for Appropriation	25.27	50.46
Appropriations: Dividend on Equity Shares	0.00	0.00
Tax on dividend	0.00	0.00
General Reserve	0.00	0.00
Balance carried to Balance Sheet	25.27	50.46

During the year under review, the Company has achieved Net sales of Rs. 99.96 Cr (Rs.166.23 Cr. in the previous year). The Company incurred loss of Rs. 10.34 Cr before depreciation, interest and tax as against profit of Rs. 33.06 Cr in the previous year. The year under review had been extremely difficult on account of paucity of working capital, labour absenteeism and slower off-take by customers, particularly from windmill sector. The business situation for capital goods industry was adverse during the year.

The Company has undertaken various measures to rectify the situation, including change in product-mix. The company has already received orders for Metro bogie chassis from Hyundai, Alstom and BEML. The execution of these orders has already commenced from the current financial year.

2. Dividend

The Board has not recommended any dividend on equity shares

3. Operations & Management Discussion and Analysis

The current year''s operations are covered in the Management Discussion and Analysis Report. This Report, as stipulated under Schedule V to the SEBI (Listing Obligations & Disclosure Requirements) Regulation, 2015, is presented in a separate section forming part of this annual report.

4. Corporate Governance

The Report on Corporate Governance, as stipulated in Schedule V to the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, forms part of this Report. Further, it is stated that:

i. Four Board Meetings were held during the year ended 31.3.2016. The details are given in Item No. 3 of the Corporate Governance Report.

ii. The composition of Audit Committee and other particulars are given in item No. 4 of the Corporate Governance Report

iii. The Company has established a vigil mechanism for directors and employees to report their genuine concern and grievances. No personnel has been denied access to the Audit Committee.

iv. The Company has adopted Risk Assessment Procedure which provides an approach by the Management to identify potential events that may affect the Company, to manage the risk within its risk appetite and to provide reasonable assurance regarding the achievement of the objectives of the Company. The Management prioritizes the risk and finalizes the action plan for mitigation of the key risks. The Board is of the opinion that there are no elements of risk which may threaten the existence of the Company.

v. The number of shares held by non-executive directors as on 31.03.2016 have been disclosed in Para-7 of the Corporate Governance Report.

5. Directors

Mrs. Rohita M. Doshi is retiring by rotation in accordance with the provisions of the Companies Act, 2013 and Articles of Association of the Company and being eligible, offers herself for re-appointment.

Each of the Independent Directors of the Company has given a declaration under Section 149(7) of the Companies Act, 2013, to the effect that each of them meets the criteria of independence as provided in Sub-section 6 of Section 149 of the Companies Act, 2013. The Board confirms that each of these Independent Directors is independent of the management of the Company and has requisite qualification and experience to act as Independent Directors for the Company and further that in the Board''s opinion each of them is a person of integrity and possess relevant expertise and experience in the fields related to the Company''s business.

6. Directors'' Responsibility Statement as required under Section 134(5) of the Companies Act, 2013

The Directors state that -

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

ii. the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the loss of the Company for the year;

iii. The directors had 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.

iv. The directors had prepared the annual accounts on a going concern basis.

v. the directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

vi. The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

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

The details as required under Clause-3 of Rule 8 of the Companies (Accounts) Rules, 2014, are provided in Annexure-I to the Directors'' Report.

8. Fixed Deposits

The Company has not either invited or accepted or renewed deposits from the members and public during the financial year ended 31st March, 2016, under Chapter-V of the Companies Act, 2013.

As regards the deposits accepted by the Company under the provisions of the Companies Act, 1956 and outstanding as on 31.3.2016, the attention is invited to Note No. 7(d) of the Notes forming part of the financial statements.

9. Particulars of Employees

The particulars of employees, who were in receipt of remuneration not less than Rs.60 lacs for the financial year ended on 31st March, 2016, are given below:

Name of the employee	Mr. Maitreya V. Doshi
Designation of employee	Chairman & Managing Director
Remuneration received	Rs.97 Lacs
Nature of employment	Contractual
Date of commencement of employment	16.12.1985
Qualification of the employee	MBA, BA(Eco)
Experience of the employee	31 years
Age of the employee	53 years
Last employment --

Mr. Maitreya V. Doshi is related to Mrs. Rohita M. Doshi, Director of the Company.

The other disclosures under Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and remuneration of managerial personnel) Rules, 2014, are given in Annexure-II to the Directors'' Report

10. Auditors

M/s K.S. Aiyar &Co., Statutory Auditors, retire at the ensuing annual general meeting and are eligible for reappointment. The Audit Committee of the Board has recommended their reappointment. M/s K.S. Aiyar & Co. have, under Rule-4 of the Companies (Audit & Auditors) Rules, 2014, furnished the certificate of their eligibility for reappointment. Requisite resolution is being placed for the shareholders'' approval.

11. Cost Audit

The Central Government, vide Notification dated 31st December, 2014, has prescribed cost audit for engineering machinery industry with effect from the financial year 2015-16. Accordingly, the Board has appointed ABK & Associates, Cost Accountants (Regn.No.000036) to conduct audit of cost records for the Company''s engineering machinery activities for the financial year 2016-17, on a remuneration Rs.1.65 lacs, apart from reimbursement of out-of-pocket expenses, as recommended by the Audit Committee. As required under Section 148(3) read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014, the remuneration approved by the Board is being placed for ratification by the shareholders at the ensuing Annual General Meeting.

12. Other disclosures

The particulars as required under Section 134(3) of the Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014, are given below:

(i) The Company has in place adequate internal financial controls with reference to financial statements and such controls are adequate and are operating effectively.

(ii) The extract of the Annual Return made as on 31.3.2016 under Section 92(3) of the Companies Act, 2013, in Form MGT-9, is given in Annexure - III to the Directors'' Report.

(iii) The Nomination and Remuneration Policy under Section 178(3) of the Companies Act, 2013, is given in Annexure-IV to the Directors'' Report.

(iv) The report on the Corporate Social Responsibility under Companies (Corporate Social Responsibility Policy) Rules, 2014, is given in Annexure-V to the Directors'' Report.

(v) The Secretarial Audit Report in Form MR3 prescribed under Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, read with Section 204(1) of the Companies Act, 2013, is given in Annexure-VI to the Directors'' Report.

(vi) There are no adverse remarks made by the Auditors or the Company Secretary in practice in their respective reports.

(vii) The Nomination & Remuneration Committee of the Board has laid down the policy on Director''s appointment, remuneration and criteria for determining qualifications, independence of directors, etc.Para-7 of the Corporate Governance Report discloses the criteria for payment of remuneration to non-executive directors and details of remuneration paid to the Directors and that the Company does not have Stock Option Scheme.

(viii)The formal annual evaluation of the Board and individual directors has been carried out as contemplated under the code for Independent Directors in Schedule VI to the Companies Act, 2013, as per the criteria laid down by the Nomination & Remuneration Committee of the Board.

(ix) The Company has not entered into contract with related parties within the meaning of Section 188(1) of the Companies Act, 2013, read with Rule 15 of the Companies (Meetings of Board and its Powers) Rules, 2014.

(x) The Company is not a subsidiary of any other company nor it has a subsidiary company. The Company has existing associate company namely, PAL Credit & Capital Ltd. The consolidated financial statements presented herewith include the financials of PAL Credit & Capital Ltd.

During the year, Premier Auto Ltd ceased to be associate of the Company.

(xi) No regulator or court or tribunal has passed any adverse significant and material order impacting the going concern status and the Company''s operations in future.

(xii) The Company has given Rs 10.77 lacs as the loan to PAL Credit & Capital Ltd. for its business purpose during the year.

(xiii) The Company has adopted policy under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and has constituted a Committee as required under the Act and the Rules thereunder. No complaints were received during the year.

13. Acknowledgement

The Directors wish to express their appreciation of the continued support of the Company''s customers, suppliers and bankers. The Directors also wish to thank employees, at all levels, for their contribution and co-operation throughout the year.

On behalf of the Board of Directors

Maitreya V. Doshi

Chairman & Managing Director

Date: 20^th May, 2016

Place: Mumbai

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Mar 31, 2015

To The Members

The directors are pleased to present the 69th Annual Report and the audited accounts for the financial year ended 31st March, 2015.

1. Financial Results

The financial performance of the Company for the financial year ended 31st March, 2015, is summarized below:

(Rs. Cr.)

2014-15 2013-14

Profit before Depreciation, Interest & Tax 29.16 93.58

Less: Interest 61.72 66.18

Depreciation and Amortisation 40.65 32.74

Profit before Tax / (Loss) (73.21) (5.34)

Less: Provision for Current Taxation 0.00 0.00

Deferred Tax 27.38 30.49

Profit after tax / (Loss) (45.83) 25.15

Add: Balance in Profit and Loss Account 96.29 84.80

Amount Available for Appropriation 50.46 109.95

Appropriations:

Dividend on Equity Shares 0.00 9.11

Tax on dividend 0.00 1.55

General Reserve 0.00 3.00

Balance carried to Balance Sheet 50.46 96.29

During the year under review, the Company has achieved gross sales of Rs. 177 crores (Rs.205 cr. in the previous year). The profit before depreciation, interest and tax was Rs.29.16 as against Rs.93.58 crores in the previous year. The previous year profit included gain of Rs.58.46 cr. realized on account of compensation of Rs.64.13 cr. received from the Indian Railways for compulsory acquisition of certain portion of the Company's land at Dombivali.

The year under review had been very difficult on account of extremely adverse business situation for capital goods industry. There was considerable slow down in the offtake of CNC machines and parts for windmills. The Management expects improvement in business situation in the current year 2015-16, subject to macro situation returning to normalcy. The Management is taking all necessary steps within its power to improve the business.

2. Dividend

The Board has not recommended any dividend on equity shares

3. Operations and Management Discussion & Analysis

The current year's operations are covered in the Management Discussion and Analysis Report. This Management Discussion and Analysis Report, as stipulated under Clause-49 of the Listing Agreement with the Stock Exchanges, is presented in a separate section forming part of this annual report.

4. Corporate Governance

The Report on Corporate Governance, as stipulated under Clause- 49 of the Listing Agreement, forms part of this Report. Further, it is stated that:

i. Five Board Meetings were held during the year ended 31.3.2015. The details are given in Item No.4 of the Corporate Governance Report.

ii. The composition of Audit Committee and other particulars are given in Item No.5 of the Corporate Governance Report

iii. The Company has established a vigil mechanism for directors and employees to report their genuine concern and grievances. No personnel has been denied access to the Audit Committee.

iv. The Company has adopted Risk Assessment Procedure which provides an approach by the Management to identify potential events that may affect the Company, to manage the risk within its risk appetite and to provide reasonable assurance regarding the achievement of the objectives of the Company. The Management prioritizes the risk and finalizes the action plan for mitigation of the key risks. The Board is of the opinion that there are no elements of risk which may threaten the existence of the Company.

v. The number of shares held by non-executive directors as on 31.03.2015, have been disclosed in Para-8 of the Corporate Governance Report.

5. Directors

Mrs. Rohita M. Doshi is retiring by rotation in accordance with the provisions of the Companies Act, 2013 and Articles of Association of the Company and being eligible, offers herself for re-appointment.

Each of the Independent Directors of the Company has given a declaration under Section 149(7) of the Companies Act, 2013, to the effect that each of them meet the criteria of independence as provided in Sub-section 6 of Section 149 of the Companies Act, 2013. The Board confirms that each of these Independent Directors is independent of the management of the Company and has requisite qualification and experience to act as Independent Directors for the Company and further that in the Board's opinion each of them is a person of integrity and possess relevant expertise and experience in the fields related to the Company's business.

6. Directors' Responsibility Statement as required under Section 134(5) of the Companies Act, 2013

The Directors state that :

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

ii. 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 at the end of the financial year and of the loss of the Company for the year;

iii. the directors had 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

iv. the directors had prepared the annual accounts on a going concern basis.

v. the directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

vi. the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

7. Conservation of energy, technology, absorption & foreign exchange earnings & outgo

The details as required under Clause-3 of Rule 8 of the Companies (Accounts) Rules, 2014, are provided in Annexure-I to the Directors' Report.

8. Fixed Deposits

The Company has not either invited or accepted or renewed deposits from the members and public during the financial year ended 31st March, 2015, under Chapter-V of the Companies Act, 2013.

As regards the deposits accepted by the Company under the provisions of the Companies Act, 1956 and outstanding as on 31.3.2015, the attention is invited to Note No.4(d) of the Notes forming part of the financial statements.

9. Particulars of Employees

The particulars of employees, who were in receipt of remuneration not less than Rs.60 lacs for the financial year ended on 31st March, 2015, are given below:

Name of the employee Mr. Maitreya V. Doshi

Designation of employee Chairman & Managing Director

Remuneration received 136.43

Nature of employment Contractual

Date of commencement of employment 16.12.1985

Qualification of the employee MBA, BA(Eco)

Experience of the employee 30 years

Age of the employee 52 years

Last employment --

Mr. Maitreya V. Doshi is related to Mrs. Rohita M. Doshi, Director of the Company.

The other disclosures under Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and remuneration of managerial personnel) Rules, 2014, are given in Annexure-II to the Directors' Report

10. Auditors

M/s K.S. Aiyar & Co., Statutory Auditors, retire at the ensuing annual general meeting and are eligible for reappointment. The Audit Committee of the Board has recommended their reappointment. M/s K.S. Aiyar & Co. have, under Rule-4 of the Companies (Audit & Auditors) Rules, 2014, furnished the certificate of their eligibility for reappointment. Requisite resolution is being placed for the shareholders' approval.

11. Cost Audit

The Central Government, vide Notification dated 31st December, 2014, has prescribed cost audit for engineering machinery industry with effect from the financial year 2015-16. Accordingly, the Board has appointed ABK & Associates, Cost Accountants (Regn.No.000036) to conduct audit of cost records for the Company's engineering machinery activities for the financial year 2015-16, on a remuneration Rs.1.65 lacs, apart from reimbursement of out-of-pocket expenses, as recommended by the Audit Committee. As required under Section 148(3) read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014, the remuneration approved by the Board is being placed for ratification by the shareholders at the ensuing Annual General Meeting.

12. Other disclosures

The particulars as required under Section 134(3) of the Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014, are given below:

i. The Company has in place adequate internal financial controls with reference to financial statements and such controls are adequate and are operating effectively.

ii. The extract of the Annual Return made as on 31.3.2015 under Section 92(3) of the Companies Act, 2013, in Form MGT9, is given in Annexure-III to the Directors' Report.

iii. The Nomination and Remuneration Policy under Section 178(3) of the Companies Act, 2013, is given in Annexure-IV to the Directors' Report.

iv. The report on the Corporate Social Responsibility under Companies (Corporate Social Responsibility Policy) Rules, 2014, is given in Annexure-V to the Directors' Report.

v. The Secretarial Audit Report in Form MR3 prescribed under Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, read with Section 204(1) of the Companies Act, 2013, is given in Annexure-VI to the Directors' Report.

vi. There are no adverse remarks made by the Auditors or the Company Secretary in practice in their respective reports.

vii. The Nomination & Remuneration Committee of the Board has laid down the policy on Director's appointment, remuneration and criterias for determining qualifications, independence of directors, etc. Para-7 of the Corporate Governance Report discloses the criteria for payment of remuneration to non- executive directors and details of remuneration paid to the Directors and that the Company does not have Stock Option Scheme.

viii. The formal annual evaluation of the Board and individual directors has been carried out as contemplated under the code for Independent Directors in Schedule-IV to the Companies Act, 2013, as per the criteria laid down by the Nomination & Remuneration Committee of the Board..

ix. The Company has not entered into contract with related parties within the meaning of Section 188(1) of the Companies Act, 2013, read with Rule 15 of the Companies (Meetings of Board and its Powers) Rules, 2014.

x. The Company is not a subsidiary of any other company nor it has a subsidiary company. No Company has become or ceased to be associate or joint venture company of this Company during the year. The Company has existing two associate companies namely, PAL Credit & Capital Ltd. and Premier Auto Ltd. In terms of Notification dated 14.10.2014, issued by the Ministry of Corporate Affairs, the Company is not required to present consolidated financial statement in respect of the said associated companies for the financial year 2014-15.

xi. No regulator or court or tribunal has passed any adverse significant and material order impacting the going concern status and the Company's operations in future.

xii. Mr. K.S. Nair was appointed as Chief Financial Officer.

xiii. The Company has given Rs.59.96 lacs as the loan to PAL Credit & Capital Ltd. for its business purpose during the year.

xiv. The Company has adopted policy under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and has constituted a Committee as required under the Act and the Rules thereunder. No complaints were received during the year.

12. Acknowledgement :

The Directors wish to express their appreciation of the continued support of the Company's customers, suppliers and bankers. The Directors also wish to thank employees, at all levels, for their contribution and co-operation throughout the year.

On behalf of the Board of Directors

Maitreya V. Doshi

Chairman & Managing Director Date : 30th April 2015 Place : Mumbai

---

Mar 31, 2014

To The Members

The directors are pleased to present the 68th Annual Report and the audited accounts for the financial year ended 31st March, 2014.

1. Financial Results

The financial performance of the Company for the financial year ended 31st March, 2014, is summarized below:

(Rs. Lakhs)

2013-14 2012-13

Profit before Depreciation, Interest & Tax 9358.62 20903.22

Less: Interest 6618.49 5176.11

Depreciation 3274.60 1564.15

Profit before Tax (534.47) 14162.96

Less: Provision for Current Taxation 0.00 2840.57

Deferred Tax (3049.37) 2557.70

Profit after tax 2514.90 8764.69

Add: Balance in Profit and Loss Account 8480.19 3086.48

Amount Available for Appropriation 10995.09 11851.17

Appropriations:

Dividend on Equity Shares 911.18 2126.08

Tax on dividend 154.85 344.90

General Reserve 300.00 900.00

Balance carried to Balance Sheet 9629.06 8480.19

During the year under review, the Company has achieved gross sales of Rs. 205 crores. The profit before depreciation, interest and tax was Rs. 93.59 (Rs. 209.03 crores in the previous year which included gain on monetization of land after certain liabilities).

2. Dividend :

The Directors recommend the dividend at 30% (i.e. Rs.3 per share) on equity shares for the year ended on 31st March, 2014. The total outgo on dividend would be Rs.10.66 crores including dividend distribution tax. The payment of dividend will be subject to the approval of the shareholders at the ensuing annual general meeting.

3. Operations and Management Discussion & Analysis :

The current year"s operations are covered in the Management Discussion and Analysis Report. This Management Discussion and Analysis Report, as stipulated under Clause-49 of the Listing Agreement with the Stock Exchanges, is presented in a separate section forming part of this annual report

4. Corporate Governance :

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

5. Company"s Land at Dombivali :

As members are aware, the Company monetized about 150 acres of land in the previous year, out of 218 acres of the Company"s land at Dombivali. Apart from this, during the year under review, the Indian Railways acquired about 17 acres of the Company"s land at Dombivali for the Dedicated Freight Corridor Project. The Company received a compensation of Rs.64.13 crores against this compulsory acquisition.

6. Directors :

Mr. Maitreya V. Doshi was re-appointed as Managing Director of the Company for a period of 3 years from 29.3.2014 to 28.3.2017, with a requisite approval from the members of the Company by Postal Ballot on 26.3.2014.

In terms of the Companies Act, 2013 and the relevant Rules thereunder, the Board appointed Mr. S. Padmanabhan, Mr. Asit D. Javeri, Dr. Udo Weigel, Mrs. Kavita Khanna, Mr. Dilip J. Thakkar, Mr. Ramesh Adige and Mr. Shailesh S. Vaidya as independent directors for a term of 5 years, not liable to retire by rotation.

Mrs. Rohita M. Doshi is retiring by rotation in accordance with the provisions of the Companies Act, 2013 and Articles of Association of the Company and being eligible, offers herself for re-appointment.

7. Directors" Responsibility Statement as required under Section 217(2AA) of the Companies Act, 1956

The Directors state that :

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

(ii) 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 at the end of the financial year covered under this Report and of the profit of the Company for the year;

(iii) 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) the directors had prepared the annual accounts on a going concern basis.

In terms of the requirement of Accounting Standards, segment-wise results are shown in the notes to accounts

8. Conservation of energy, technology, absorption & foreign exchange earnings & outgo :

The details as required under the Companies (Disclosure of Particulars in Report of Board of Directors) Rules, 1988 are provided in the annexure to the Directors" Report.

9. Fixed Deposits :

The Company has accepted the fixed deposits from public and shareholders during the year and has complied with all the regulatory requirements. At the end of the year, there were no unpaid or overdue deposits, except that there were unclaimed deposits ofRs. 27.95 lakhs.

10. Particulars of Employees :

In term of notification dated 31-03-2011 issued by the Ministry of Corporate Affairs, Government of India, there are no employees covered under section 217(2A) of the Companies Act, 1956, in respect of whom, the particulars are required to be given.

11. Auditors :

M/s K.S. Aiyar & Co., Statutory Auditors, retire at the ensuing annual general meeting and are eligible for reappointment. The Audit Committee of the Board has recommended their reappointment. M/s K.S. Aiyar & Co. have, under Rule-4 of the Companies (Audit & Auditors) Rules, 2014, furnished the certificate of their eligibility for reappointment. Requisite resolution is being placed for the shareholders" approval.

12. Cost Audit :

The Central Government, vide order dated 24th January, 2012 has prescribed cost audit for a number of industries, including engineering, machinery and motor vehicles, with effect from the financial year 2012-13. Accordingly the Board has appointed ABK & Associates, Cost Accountants (Regn. No. 000036) with the prior approval of the Central Government, to conduct audit of cost records for the Company"s engineering, machinery and motor vehicles activities for the financial year 2013-14.

The Cost Audit Report for the year 2013-14 would be filed with the Central Government within the prescribed time of 180 days from the close of the financial year.

13. Acknowledgement :

The Directors wish to express their appreciation of the continued support of the Company"s customers, suppliers and bankers. The Directors also wish to thank employees, at all levels, for their contribution and co-operation throughout the year.

On behalf of the Board of Directors

Maitreya V. Doshi

Chairman & Managing Director

Date : 7th May 2014 Place : Mumbai

---

Mar 31, 2013

To The Members

The directors are pleased to present the 67th Annual Report and the audited accounts for the financial year ended 31st March, 2013.

1. Financial Results

The financial performance of the Company for the financial year ended 31st March 2013, is summarized below:

Rs (Lakhs)

2012-13 2011-12

Profit before Depreciation, Interest & Tax 20903.22 6890.78

Less: Interest 5176.11 4190.56

Depreciation 1564.15 1281.56

[Profit before Tax 14162.96 1418.66

Less: Provision for Current Taxation 2840.57 292.82

Deferred Tax 2557.70 (1158.00)

Profit after tax 8764.69 2283.84

Add: Balance in Profit and Loss Account 3086.48 2111.63

Amount Available for Appropriation 11851.17 4395.47

Appropriations:

Dividend on Equity Shares 2126.08 911.18

Tax on dividend 344.90 147.81

General Reserve 900.00 250.00

Balance carried to Balance Sheet 8480.19 3086.48

During the year under review, the Company achieved gross sales of Rs. 298 crore. The profit before depreciation, interest and tax was Rs. 209.03 (Rs. 68.90 crore in the previous year), which included gain on monetization of land after certain liabilities.

2. Dividend

The Directors recommend the dividend at 30% (i.e. Rs.3/- per share) on equity shares for the year ended on 31st March, 2013. The Directors are also pleased to recommend a one-time special dividend at 40% (i.e. Rs 4 per share) making a total dividend of 70% (i.e. Rs 7 per share). The total outgo on dividend would be Rs 24.70 crore including dividend distribution tax. The payment of dividend will be subject to the approval of the shareholders at the ensuing annual general meeting.

3. Company''s Land at Dombivali

During the year the Company monetized about 150 acres of land (out of 218 acres) at Dombivli for a total consideration of Rs. 440 crores. An upfront amount of Rs. 220 crores was received in January 2013. The proceeds were utilized for payment of State Government dues related to the land and to reduce other corporate liabilities. The Board is pleased to inform the members that the Company could conclude this land deal despite a very difficult real estate scenario.

4. Operations and Management Discussion & Analysis

The current year''s operations are covered in the Management Discussion and Analysis Report. This Management Discussion and Analysis Report, as stipulated under Clause-49 of the Listing Agreement with the Stock Exchanges, is presented in a separate section forming part of this annual report.

5. Corporate Governance

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

6. Directors

Mr. Rohan Shah resigned from the Board w.e.f 12.4.2013 due to increased professional commitments. The Board places on record its appreciation of the service rendered by Mr. Rohan Shah as an Independent Director and also as a member of the Investor Grievance Committee of the Company.

Mrs. Rohita Doshi and Mr. Dilip J. Thakkar retire by rotation in accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company and being eligible, offer themselves for reappointment.

7. Directors'' Responsibility Statement as required under Section 217(2AA) of the Companies Act, 1956

The Directors state that -

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

(ii) 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 at the end of the financial year covered under this Report and of the profit of the Company for the year;

(iii) 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) the directors had prepared the annual accounts on a going concern basis.

In terms of the requirement of Accounting Standards, segment-wise results are shown in the notes to accounts.

8. Conservation of energy, technology, absorption & foreign exchange earnings & outgo

The details as required under the Companies (Disclosure of Particulars in Report of Board of Directors) Rules, 1988 are provided in the annexure to the Directors'' Report.

9. Fixed Deposits

The Company has accepted the fixed deposits from public and shareholders during the year and has complied with all the regulatory requirements. At the end of the year, there were no unclaimed, unpaid or overdue deposits.

10. Particulars of Employees

In term of notification dated 31-03-2011 issued by the Ministry of Corporate Affairs, Government of India, there are no employees covered under section 217(2A) of the Companies Act, 1956, in respect of whom, the particulars are required to be given.

11. Auditors

M/s K.S. Aiyar & Co., Statutory Auditors, retire at the ensuing annual general meeting and are eligible for reappointment. The Audit Committee of the Board has recommended their reappointment. M/s K.S. Aiyar & Co. have, under Section 224(1) of the Companies Act, 1956, furnished the certificate of their eligibility for reappointment. Requisite resolution is being placed for the shareholders'' approval.

12. Cost Audit

The Central Government, vide order dated 24th January, 2012 has prescribed cost audit for a number of industries, including engineering, machinery and motor vehicles, with effect from the financial year 2012-13. Accordingly the Board has appointed ABK & Associates, Cost Accountants (Regn. No. 000036) with the prior approval of the Central Government, to conduct audit of cost records for the Company''s engineering, machinery and motor vehicles activities for the financial year 2012-13.

The Cost Audit Report would be filed with the Central Government within the prescribed time of 180 days from the close of the financial year.

13. Acknowledgement

The Directors wish to express their appreciation of the continued support of the Company''s customers, suppliers and bankers. The Directors also wish to thank employees, at all levels, for their contribution, and co-operation throughout the year.

On behalf of the Board of Directors

Maitreya V. Doshi

Chairman & Managing Director

April 30, 2013

Mumbai

---

Mar 31, 2012

The directors are pleased to present the 66th Annual Report and the audited accounts for the financial year ended 31st March, 2012.

1. Financial Results

The financial performance of the Company for the financial year ended 31st March 2012, is summarized below:

Rs. (Lakhs)

2011-12 2010-11

Profit (from operations) before Depreciation, 6890.78 6420.91

Interest & Tax

Less: Interest 4190.56 2947.49

Depreciation 1281.56 1167.63

Profit (from operations) before Tax 1418.66 2305.79

Less: Provision for Current Taxation (865.18) 461.09

Profit after tax 2283.84 1844.70

Add: Balance in Profit and Loss Account 2111.63 1423.19

Amount Available for Appropriation 4395.47 3267.89

Appropriations:

Dividend on Equity Shares 911.18 820.06

Tax on dividend 147.81 136.20

General Reserve 250.00 200.00

Balance carried to Balance Sheet 3086.48 2111.63

During the year under review, the Company has shown a rise of 24% in gross sales to Rs. 304 crores. The profit before depreciation, interest and tax has gone upto Rs. 68.90 from Rs. 64.20 crores in the previous year.

2. Dividend

The Directors recommend the dividend at 30% (i.e. Rs.3/- per share) on equity shares for the year ended on 31st March, 2012. The payment of dividend will be subject to the approval of the shareholders at the ensuing annual general meeting.

3. Operations and Management Discussion & Analysis

The current year's operations are covered in the Management Discussion and Analysis Report. This Management Discussion and Analysis Report, as stipulated under Clause-49 of the Listing Agreement with the Stock Exchanges, is presented in a separate section forming part of this annual report

4. Corporate Governance

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

5. Directors

The Board was pleased to appoint Mr. Ramesh Adige as an Additional Director of the Company. Mr. Adige is a Masters in Business Administration with specialization in Marketing from the renowned Faculty of Management Studies, University of Delhi and holds a B. E. (Honours) degree from the prestigious Birla Institute of Technology and Science (BITS), Pilani. He has 37 years of extensive and wide-ranging experience in the areas of Corporate Policy, Strategic and Perspective Planning, and External Relations.

Mr. S. Padmanabhan, Mr. Asit Javeri and Mrs. Kavita Khanna retire by rotation in accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company and being eligible, offer themselves for reappointment.

6. Directors' Responsibility Statement as required under Section 217(2AA) of the Companies Act, 1956

The Directors state that -

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

(ii) he 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 at the end of the financial year covered under this Report and of the profit of the Company for the year;

(iii) 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) the directors had prepared the annual accounts on a going concern basis.

In terms of the requirement of Accounting Standards, segment-wise results are shown in the notes to accounts.

7. Conservation of energy, technology absorption & foreign exchange earnings & outgo

The details as required under the Companies (Disclosure of Particulars in Report of Board of Directors) Rules, 1988 are provided in the annexure to the Directors' Report.

8. Fixed Deposits

The Company has accepted the fixed deposits from public and shareholders during the year and has complied with all the regulatory requirements. At the end of the year, there were no unclaimed or overdue deposits.

9. Particulars of Employees

In term of notification dated 31-03-2011 issued by the Ministry of Corporate Affairs, Government of India, there are no employees covered under section 217(2A) of the Companies Act, 1956, in respect of whom, the particulars are required to be given.

10. Auditors

M/s K.S. Aiyar & Co., Statutory Auditors, retire at the ensuing annual general meeting and are eligible for reappointment. The Audit Committee of the Board has recommended their reappointment. M/s K.S. Aiyar & Co. have, under Section 224(1) of the Companies Act, 1956, furnished the certificate of their eligibility for reappointment. Requisite resolution is being placed for the shareholders' approval.

11. Acknowledgement

The Directors wish to express their appreciation of the continued co-operation of the customers, suppliers and bankers. The Directors also wish to thank employees at all levels for their contribution, support and continued co-operation throughout the year.

On behalf of the Board of Directors

Maitreya V. Doshi

Chairman & Managing Director

April 24, 2012

Mumbai

---

Mar 31, 2011

The directors are pleased to present the 65th Annual Report and the audited accounts for the financial year ended 31st March 11.

1. Financial Results

The financial performance of the Company for the financial year ended 31st March 11, is summarized below:

Rs. (Lakhs)

2010-11 2009-10

Profit (from operations) before Depreciation, Interest 6040.38 3812.53 & Tax

Less: Interest 2506.96 1099.81

Depreciation 1167.63 632.19

Profit (from operations) before Tax 2365.79 2080.53

Less: Provision for Current Taxation 521.09 417.59

Profit after tax 1844.70 1662.94

Add: Balance in Profit and Loss Account 1423.19 894.68 Amount Available for Appropriation 3267.89 2557.62

Appropriations:

Dividend on Equity Shares 820.06 820.06

Tax on dividend 136.20 139.37

General Reserve 200.00 175.00

Balance carried to Balance Sheet 2111.63 1423.19

During the year under review, the Company has shown a rise of 42% in gross sales to Rs. 244 crores. The profit before depreciation, interest and tax has gone up by 58% to Rs. 60.40 crores from Rs. 38.13 crores in the previous year.

2. Dividend

The Directors recommend the dividend at 27% (i.e. Rs. 2.70 per share) on equity shares for the year ended on 31st March 11. The payment of dividend will be subject to the approval of the shareholders at the ensuing annual general meeting.

3. Operations and Management Discussion & Analysis

The current years operations are covered in the Management Discussion and Analysis Report. This Management Discussion and Analysis Report, as stipulated under Clause-49 of the Listing Agreement with the Stock Exchanges, is presented in a separate section forming part of this annual report.

4. Corporate Governance

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

5. Directors

Mr. Rohan Shah and Dr. Udo Weigel retire by rotation in accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company and being eligible, offer themselves for reappointment.

6. Directors Responsibility Statement as required under Section 217(2AA) of the Companies Act, 1956

The Directors state that -

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

(ii) 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 at the end of the financial year covered under this Report and of the profit of the Company for the year;

(iii) 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) the directors had prepared the annual accounts on a going concern basis.

In terms of the requirement of Accounting Standards, segment-wise results are shown in the notes to accounts.

7. Conservation of energy, technology absorption & foreign exchange earnings & outgo

The details as required under the Companies (Disclosure of Particulars in Report of Board of Directors) Rules, 1988 are provided in the annexure to the Directors Report.

8. Fixed Deposits

The Company has accepted the fixed deposits by filing a statement in lieu of advertisement under Section 58A of the Companies Act, 1956 and has complied with all the regulatory requirements

At the end of the year, there were no unclaimed/overdue deposits.

9. Particulars of Employees

In terms of notification dated 31-03-2011 issued by the Ministry of Corporate Affairs, Government of India, there are no employees covered under section 217 (2A) of the Companies Act, 1956, in respect of whom, the particulars are required to be given.

10. Auditors

M/s K.S. Aiyar & Co., Statutory Auditors, retire at the ensuing annual general meeting and are eligible for reappointment. The Audit Committee of the Board has recommended their reappointment. M/s K.S. Aiyar & Co. have, under Section 224(1) of the Companies Act, 1956, furnished the certificate of their eligibility for reappointment. Requisite resolution is being placed for the shareholders approval.

11. Acknowledgement

The Directors wish to express their appreciation of the continued co-operation of the customers, suppliers and bankers. The Directors also wish to thank employees at all levels for their contribution, support and continued co-operation throughout the year.

On behalf of the Board of Directors

Maitreya Doshi Chairman & Managing Director

21st April 11 Mumbai

---

Mar 31, 2010

The directors are pleased to present the 64th Annual Report and the audited accounts for the financial year ended 31st March, 2010.

1. Financial Results

The financial performance of the Company for the financial year ended 31st March, 2010 is summarized below:

Rs. (Lakhs)

2009-10 2008-09

Profit (from operations) before Depreciation, 3812.53 2705.84 Interest & Tax

Less: Interest 1099.81 670.93

Depreciation 632.19 331.50

Profit (from operations) before Tax 2080.53 1703.41

Add/(Less):Exceptional item - (49.46)

Profit before tax 2080.53 1653.95

Add/(Less):

Excess/(short) provision for tax for earlier years - (24.82)

Less: Provision for current taxation 417.59 250.39

Provision for Fringe Benefit Tax - 17.76

Profit after Tax 1662.94 1360.98

Add: Balance in Profit and Loss Account 894.68 872.06

Amount Available for Appropriation 2557.62 2233.04

Appropriations:

Dividend on Equity Shares 820.06 759.31

Tax on dividend 139.37 129.05

General Reserve 175.00 450.00

Balance carried to Balance Sheet 1423.19 894.68

During the year under review, the Company has shown a rise of 17.90% in gross sales to Rs.171.68 crores. The profit before depreciation, interest and tax has gone up by 40.90% to Rs.38.12 crores from Rs. 27.06 crores in the previous year.

2. Dividend

The Directors recommend the dividend at 27% (i.e. Rs.2.70 per share) on equity shares for the year ended on 31st March, 2010. The payment of dividend will be subject to the approval of the shareholders at the ensuing annual general meeting.

3. Operations & Management Discussion and Analysis

The current years operations are covered in detail in the Management Discussion and Analysis Report. This Management Discussion and Analysis Report, as stipulated under Clause-49 of the Listing Agreement with the Stock Exchanges, is presented in a separate section forming part of this Annual Report.

4. Corporate Governance

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

5. Directors

Mr. Jagdish Khanna resigned from the Board after a long association with the Company. The Board places on record its deepest appreciation of the valuable services rendered by Mr. Jagdish Khanna as an Independent Director and also as the Chairman of the Audit Committee of the Company.

The Board was pleased to appoint Mr. Dilip J. Thakkar as an Additional Director of the Company. Mr. Thakkar is an eminent Chartered Accountant and Senior Partner of Jayantilal Thakkar & Co. Mumbai, and Jayantilal Thakkar & Associates, Mumbai.

Mr. S. Padmanabhan and Mrs. Rohita M. Doshi retire by rotation in accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company and being eligible, offer themselves for reappointment.

6. Directors Responsibility Statement as required under Section 217(2AA) of the Companies Act, 1956

The Directors state that -

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

(ii) 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 at the end of the financial year covered under this Report and of the profit of the Company for the year;

(iii) 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) the directors had prepared the annual accounts on a going concern basis.

In terms of the requirement of Accounting Standards, segment-wise results are shown in the notes to accounts.

7. Conservation of energy, technology absorption & foreign exchange earnings & outgo

The details as required under the Companies (Disclosure of Particulars in Report of Board of Directors) Rules, 1988 are provided in the annexure to the Directors? Report.

8. Particulars of Employees

Information as per Section 217(2A) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, forms a part of the Directors? Report. As per the provisions of Section 219(1) (b) (iv) of the Companies Act, 1956, the Report and Accounts are being sent to the Shareholders of the Company, excluding the statement of particulars of employees u/s 217(2A) of the Companies Act, 1956. Any shareholder interested in obtaining a copy of the same may write to the Company Secretary at the registered office of the Company.

9. Auditors

M/s K.S. Aiyar & Co., Statutory Auditors, retire at the ensuing annual general meeting and are eligible for reappointment. The Audit Committee of the Board has recommended their reappointment. M/s K.S. Aiyar & Co. have, under Section 224(1) of the Companies Act, 1956, furnished the certificate of their eligibility for reappointment. Requisite resolution is being placed for the shareholders? approval.

10. Acknowledgement

The Directors wish to express their appreciation of the continued co-operation of the customers, suppliers and bankers. The Directors also wish to thank employees at all levels for their contribution, support and continued co-operation throughout the year.

On behalf of the Board of Directors



Maitreya Doshi

Chairman & Managing Director

28th April, 2010

Mumbai