Directors Report of Rapicut Carbides Ltd.

Mar 31, 2024

Your Directors have pleasure in presenting their 47th Annual Report together with the Audited Financial Statements for the year ended March 31.2024 (year under review), The Company operates only in one business segment viz,, Tungsten and Tungsten Carbide Products.

Operations and State of Affairs of the Company:

		(? in Lakhs)
Particulars	Yearended	Yearended
	31/03/2024	31/03/2023
Revenue from Operations	6015.61	3,957.26
PrOfib''(LoSS) before Depreciation and Tax (Including Deferred Tax)	107.70	(74.52)
Profit^Loss) after Depreciation and Tax	49,04	(135.25)
Reassessment of Losses (Profit) on defined employee benefit plans and fair value of loan	0.76	(31.07)
Total Comprehensive income for the year Add:	48.28	(104.1B)
ProriU(Loss) brought forward from previous year	918.50	1,022.63
Profit/(Loss) available for appropriation Appropriations	966 78	910.50
Dividend and Dividend Tax		-
Transfer to General Reserve		-
Proftt''(Lass) carried to Balance Sheet	966.78	910.51

The current financial year has registered increase in production and sales volumes as compared to previous financial year. The Company''s performance for the financial year 2023-24 (Sales Rs. 6015.81 Lakhs) has shown substantial improvement i n Reven ue fro m Operations in compariso n with the previ ou s fsnanda I ye ar 2022-23 (Sa I es R s. 3 95 7.261 akhs).

However, with the abrupt and steep rise in cost of raw materials and consumables, it was not possible for the Company to appreciably pass on the cost push to the customers, in the face of stiff Competitive Environment. The Management continues its focus on appropriate Marketing Policy decisions in response to the improving overall market conditions.

DIVIDEND

The R oa rd of Di re c to rs of yo u r Co m pa ny, after consi de ring relgva n l cirppmstances h as d ecided that It would be p rud on t n ot to recommend any Dividend for the year-under review,

TRANSFERTO RESERVES

i n te rms of S ection 123 of the Co m pa n i es Act, 2 013 ['' Act¹}, the Comp any does not p ro pose to transfer a ny a m o u nt to Gene ra I Reserve for the year under review.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report as required under Regulation 34(2){e) read with Schedule V of the Securities and Exchange Board of India fSEBt*) {Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations”) forms part of this Annual Report. Certain Statements In the said report may be forward-looking. Many factors may affect the actual results, which could be different from what the Directors envisage in terms of the future performance and outlook. The Management Discussion and Analysis Report is annexed as Annexure A.

SUBSIDIARIES. ASSOCIATES, AND JOINT VENTURE

The Company does not have any Subsidiary or Associate Company and has not entered into any Joint Venture during the year under review,_

DEPOSITS

During the year under review, the Company has not accepted any deposits under Chapter V of the Companies Act, 2013 (''Act'') and ru les mad e the reu nd er. The refone. re qu i re ment of d isclosu re of d eta i Is re la ti n g to d e posits as per Secti on 134 (3 )(q) of the Act read with rules made (hereunder is not applicable.

CHANGE IN CAPITAL STRUCTURE

There is no cha ng e i n the p aid- op eq uity sha re ca pital of the C ompany du ri ng the yea r u nder rev lew. The pa i d- up E qu ity Share Capital of the Company as on March 31, 2024, is Rs, 5,37,12,450/- (Rupees Five Crores Thirty-Seven Lakhs Twelve Thousand Four Hundred Fifty only).

DIRECTOR5

During the year under review;

s- Shri Nrupang 6. Dholakia (DIN; 06522711) was appointed as an Independent Director of the Company, for the first

term of five consecutive years from June 01, 2023 to May 30, 2028 at 46th Annual General Meeting of the Company, not liable to retire by rotation.

> S hri Atut R. Garg (DIN. 07148 330) wa s re-a ppoi nted as a n I n de penda nt D i recto r of th e Com pa n y for the second term of five consecutive years with effect from February 7, 2024 to February 3, 2029 at 46th Annual General Meeti ng of the Compa ny, not I ia ble to reti re by rotati o n.

The term ofShriAbhishek V. Garni as a Managing Director will be ended on June 30,2025. The Nomination and Remuneration Committee and the Board of Directors at their respective meetings held on August 10, 2024 has recommended reappointment of Shri Abhishek V. Garni as a Managing Director of the Company for further period oF 3 (Three) consecutive years w. e .f. J uf y 1,2 02 5, s u bjo ct to ap prova I of the membe rs by way of a spec ia I resol utio n.

In accordance with the provisions of the Act and the Articles of Association of the Company, Shu Dhananjay D, Kanilkar retires by rotation at the ensuing Annual General Meeting and, being eligible, offers him self for re-appointment.

KEY MANAGERIAL PERSONNEL

Shri. Abhishek V. Garni, Managing Director Shri. Chetankumar Narandas Noyak. Chief Financial Officer(w.fc.f. June 1,2024) and Ms, Koma f R $oni, Compa ny Secretary a re t h e Key Man ageria l Pe rsonn el of th e Do m pa n y,

There were following changes in the Key Managerial Personnel of the Company up to the date of this report;

S hri. Vin ay C. S ura ceased to he Key Ms n ag eri at Person ne I (Ch ief Fin a ncia I Off ice r) pu rs ua n t to h i s res ig nation at the cl ose of business hours on May 31,2024.

Shri. Chetankumar Narandas Nayak was appointed as the Chief Financial Officer and was designated as a Key Managerial Personnel with effect From June 1,2024.

MEETINGS OF THE BOARD

Four (4)Bcard Meetings were h eld du ring I fie Fi na nci al Yea r e nded M arch 31,20 2 4 on the flowing d ates:

(I) May 29.2023, (ii)August 05.2023, (iii}October29,2D23and (iv) January 29,2024

INDEPENDENT DIRECTORS

The C om pany has rece ived d eel a ra ti o n s ¦'' confirm ati ons f ro m at! t h e I n d e pen de n t D i re cto rs of th e Co m pa n y as req uired und e r Section 149(7) of the Act read with Rule 6 of the Companies (Appointment and Qualifications of Directors) Rules, 2014 stating that they meet criteria of Independence as defined under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations.

PERFORMANCE EVALUATION

P ursu ant to the pro visi on s of the Act a nd the L i sti ng Reg ulations to th e extent ap pi i ca ble, the B oa rd ha s carried out the An nua I P erforma nee E vafua tion of the D irectors i nd iv id ua I ly a s well as eva I u atio n of til e wo rk i ng of the Board a n d of the Com m i tie es of the Board, byway of individual and collective feedback from Directors.

Th e foi lowing were the Eva I ua tic n C riteri a:

- Knowledge and Skills

- Profe ssi o n al Co n du ct

- Duties. Role and Functions

-Fulfilment of the Independence Criteria and their independence from the management

- Perfa rma nee a s Team Leader/Memher

- Evaluating Business Opportunity and analysis of Risk Reward Scenarios

- S e t Key Goa Is a nd Achi e ve ments

- P ro te s$io n al Co n du ct a nd l nleg ri ly

- Sharing of Information with the Board

The Directors ex pre ssed the i r satisfa ction with the eva I uaddn p roce ss a nd als o the o utcome of eva I u ati o n was pos itive without a ny con cem s from a ny 0 i re cto r.

AUDIT COMMITTEE

As on March 31.2024, the Audit Committee comprised of the 3 Directors with Shri Kishore D. Sharma, independent Director as Chairman of the Committee, Shri Abhishek V. Garni, Managing Director and Shri Atul R. Garg, Independent Director as Members.

The Committee inter alia reviews the Internal Control System. Reports of Internal Auditors, Key Audit Matters presented by the Statu tory Au ditors a n 6 Co m plia n ce of various Reg ula t ions. The Comm ittee a I so rev i ews t h e Fi na nci at State m en t$ bef ore lhey are placed before the Board of Direotors.

There was no instance where the recommendation by the Audit Committee was not accepted by the Board VIGIL IVI EC HAM ISM

Pursuant to the provisions of Section 177(9) & (10) of the Act, a Vigil Mechanism or Whistle Blower Policy for Directors, Employees and other Stakeholders to report genuine concernshas been established. The same is uploaded on the website of the C oirtpany a nd the we b* l i rtk as req u i re d u nder the Lis ting Rag ulaflo ns i s: h 11 ps: flwww rapi cu t-a rbid ss .com/Pol i cie s. h tm I The employees of the Company have the nghtfoption to report their concern/grievance to the Chairman of the Audit Committee. No one was denied access to the Chairman of the Audit Committee.

INTERNALCONTROLSYSTEMS AND THEIR ADEQUACY AND COMPLIANCE

fhe Company''s interna! control procedures which include internal Financial Controls, ensure compliance with various polsci es. p ractice s and statutes keeping in vi ew the 0 rga ms ati on''s si ze a nd natu re of th e busi ne ss. The I nterna I Aud Itor carri es out exte n s ive audits th roug h out th e yea r.

Your Company lias adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and the timely preparation of reliable Financial Disclosure.

CORPORATE SOCIAL RESPONSIBILITY

The Company is not falling under the criteria mentioned in Section 135 (1) of the Act. Therefore, the Company is not required to develop or implement policy on any Corporate Social Responsibility initiatives.

POLICY ON NOMIN ATION AND REMUNERATION

In compliance with the requirements of Section 178 of the Act, the Company has laid down a Nomination and Remuneration Policy which has been uploaded on the Company''s website. The web-link as required under the Companies Act, 2013 is: https: //w w w.rap i cutca rb id es.co m/Pol i cie s. htmi

The salient fee lures of the Nomination and Remuneration Policy areas under

1) Setting out the o bj ect ive s of t h e Pol i cy

2) Definitions forthe purposes of the Policy

3) Appointment, resignation, retirement and removal of Director. Key Managerial Personnel and Senior Management Personnel

4) Remuneration for the Key Managerial Personnel and Senior Management Personnel.

DIVIDEND DISTRIBUTION POLICY

The Company is not falling under the criteria mentioned in Regulation 43Aof the Listing Regulations pertaining to Dividend Distri but ion Pol i cy. The reform, the C ompany is n ot req u i red to formu I ate Divide nd Distribution Pol i cy.

RELATED PARTY TRANSACTIONS

The particulars of Matenal Related Party Transactions entered by the Company which were at Arm''s Length and were in G rd i na ry Course of B u s in ess und e r Secti on 188 of t h e Act a re f u m i sh ed i n the p rescribed F orm AOC-2 a s A n nexu re B.

All ne I ated pa rty tra reaction s ante red by the C Ompany du ring th e peri od u nder rev few, were in the ord i n ary cou rse of b usi no ss and at arm''s length.

The Board has approved a policy for Related Party Transactions which has been uploaded on the Company''s website. The web-3ink as required undorthe Listing ReguIestions is; https;//www. rapicutcarbrdcs.com/PoIicies,htmt

CORPORATE GOVERNANCE

The Regulation 15 (2) of the Listing Regulations, the compliance wdh the Corporate Governance provisions as specified in Regulations 17 to 27_; 46(2}(b) to (I) anti (t) and Para C, D and E of Schedule V are not applicable to the Company, as the paid'' up equity share capital of the Company is less than Rs. 10 Crores and net worth is also less than Rs. 25 Cnores as on the fast day of previous Financial Year. Hence, the Company is not required to furnish Corporate Governance Report.

LISTINGOF SECURITIES

The equity shares of the Company are listed on the BSE Limited (BSE) with stock code 500360 and security IDtsymbol of RAPICUT respectively. The ESIN for equity shares is INE350DG1015. The Company confirms that the Annual Listing Fees to the Stock Exchange for the financial year 2024-25 has been paid.

LOANS, GUARANTEES AND INVESTMENTS

During the year under review, your Company has not granted any loans, nor furnished guarantees, nor made investments as envisaged under Section 186 of the Act.

DETAILS OF APPLEC ATION/S MADE / ANY PROC EEDINGS PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR 2023-24

Du ri ng the yea r u nd er review, neith er a pp licaf o n h as bee n made nor th e re are any pro ce ed i n gs pending u nder th e I n s olvency and Bankruptcy Code, 2016.

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT & VALUATION DONE WHILE TAKING LOAN FROM THE BANKS / FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

Du ri ng the year u nder review, the Com pa ny has not made any on e-time settle ment with Ba nks / F i nan cia | fn stitutions or wh ile ta king loan s from the Ba n ks or F i n a n c ia 11 nstitut ions, if any. Accord i ng ly, no d etaits a re req uired to be d i sc! osed.

AUDITORS

A. Statutory Auditors

In compliance with the Companies (Audi! and Audi ions) Rules, 2014, M/s. K C Mehta a Co., Chartered Accountants, were appointed as Statutory Auditors of the Company by the members at their 44'' Annual General Meeting held on September 28, 2021 to hold office for a term of 5 (Five) years i.e. till the conclusion of 49"¹ Annual General Meeting (¹ AG M’} for th e financial year 2025-26.

The Auditor''s Report for the financial year 2023-24 does not contain any Qualification, Reservation or Adverse Remark and hence do not cal! for any comments. The Auditor''s Report is enclosed with the Financial Statements in this Annual Report.

B. Secretarial Auditors

In pursuance of Section 204 of the Act and the Rules made thereunder, the Board of Directors appointed M/s. Semrtgni Shah & Kab ra, Pract icing C omp any Se cr eta ri es, as Secretaria I Au drtors of th e Co m pa ny for t h e fmancia I year 20 24-2 5. The Secretariat Audit Report of M/s. Sam dart; Shah & Kabra, Practising Company Secretaries for the financial year 2023-24, is annexed herewith asAnnexure D.

The Secretarial Audit Report does not contain any Qualification. Reservation or Adverse Remark and hence do not call for any comments.

C. Internal Auditors

Pursuant to Section 138 of the Companies Act 2013, the Board of Directors appointed M/s, Rays & Associates, C ha rte red Accounts nts. Ah med abad as I nte rna I Aud i tors of th e Co m pa ny for the frna nci al year 2024-25.

D. CostAudifors

The provisions of the Cost Audit are not applicable to the Company and hence the Company is not required to appoint Cost Auditor. However, Cost Records as specified by the Centra! Government under Section 148 [1) read with the Companies (Cost Records and Audit} Rules. 2014 is applicable to the Company and accordingly cost records are made and maintained by the Company.

S EC R ETA RI A L STAN D ARDS C O MlP L! AN CE

During the year under review, the Company has complied with all tire applicable Secretarial Standards issued by The Institute of Company Secretaries of India and approved by the Central Government pursuant to Section 118 of the Act.

RISK MANAGEMENT

The provisrons of Regu lat ion 21 of the Listing ReguI ations pertai n ing to RisK Ma nagementCommittee a re not applicable to the Company. However, the Company has developed and are implementing Risk Management Policy including idem fication of various risks, if any, which in the opinion of the Board may threaten the existence of the Company, tha Company has risk a s sessme nt an d m itrga lion proc ed u re s i n p lace a nd th e Board h as bee n kept i nformed of s u ch a ssessm e nt.

MATERIAL CHANGES AND COMMITMENTS AND CHANGE IN NATURE OF BUSINESS

There have been no material changes and commitments affecting the Financial Position of the Company since the closure of the financial year i.e. since March 31,2024 ‘ill the dale of Board''s Report.

Fu rther, it is h ereby co nf i rmed that th ere h as been no cha n ge i n the n atu re of busin ess of th e Com pa ny.

ANNUALRETURN

A co py of the An n ua I Retu rn a s requ i red und er Se ctio n 92 [3) of the Act h as be en p laced o n th e Compa ny''s website The web-l in k as requ i red u nder Section 134 (3 }(a) of th e Act is as u nder; www, rapicutcarbides.co m/fina nee¦;htm

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

In terms of Sub-section 3(m) of Section 134 of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014, particulars relating to conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo are given in Annexure C forming part of this report.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 areas under.

Ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the Financial Year;

Name of Directors	Ratio of Remuneration of Directors to Median Remuneration of Employees
Shn. Abhishek Garni - Managing Director	1:17.59
Shri Dhananjay Kanitkar- Non Executive Director	1:0.203
Shri. Kishore Sh arm a-Independent Director	1:0.203
Smt. Shruti Garni- Non Executive Director	1:0.203
Shri.Atul Garg-independent Director	1:0.203
Shri Nrupang EL Dholakia ¦¦ Independent Director	1:0.203

Percentage Increase in remuneration of each Director. Chief Financial Officer Chief Executive Officer Company Secretary or Manager, ifanyjn the Financial Year:

Name Percentage Increase in Remuneration In Financial Year 2023-24
Shn Abhishek V. Garni	24%
Shri Vinay C. Sura (Ceased to be Chief Financial Officer w.e.f 1 si June, 2024)	6%
Ms. Komai Soni - Company Secretary	21%
All Non-Executive & Independent Directors are paid only sitting fees for attending Meetings.
Percentage increase in the median remuneration of Employees in the Financial Year	(2.10)
Number of Permanent Employees on the rolls of Company	99
20 93% Average percentile increase already made in the salaries of employees other than the (Non-Managerial Personnel) Managerial Personnel in the last financial year and its comparison with the percentile '' increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration 1 ‘eo% (Managerial Personnel)

We affirm that the remuneration paid to the Managerial and Non-Managerial Personnel is as per the Nomination and Retnu ne ration p ol i cy of ih o Co m pa ny_

A stelgrnent sh o wi ng the na m os and pa rticul are of the ornp loyeo s failing with i n tft# pu rview o f R u lo 5 (2) of i h e afore sa i d ru I os are provided in the Annual Report.

None of the Employee, as mentioned above, is a relative of any Director or Manager of the Company, except for Sftri. Abhishek V. Garni, being the Managing Director himsaif:

Details of every employee, who was employed throughout the financial year and was in receipt of remuneration for thatyearwhichj in the aggregate, was not less than One Crore and Two Lakh Rupees: None

Details of every employee, who was employed for a part of the financial year and was in receipt of remuneration for any part of that year, at a rate which, in the aggregate, was not less than eight lakh fifty thousand rupees per month:

None

Details of every employee, who was employed throughout the financial year or part thereof, was in receipt of remuneration in that year which, in the aggregate, or as the case may be, at a rate which, in the aggregate, is in excess of that drawn by the Managing Director or whole-time Director or manager and holds by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the Company: None

Details of Unclaimed Suspense Account 0 i sclosu re pertain ing to Uncla i med Suspense Account a s req u ired un tfe r Sched u le V of the L i sting Reg u 1 atro n s, is a s u nd er
Particulars	NO. of Shareholders	No. of Shares
Aggregate Mo. of Shareholders and outstanding shares lying in the suspense account as on April !L 2023	6	1762
Number of sharehotders/legal heirs who approached to the issuer/Registrar for transfer of shares from suspense account during the financial year 2023-24	0	0
Number of sharcholders/legal heirs to whom shares were transferred from suspense account during the financial year 2023-24	3	1162
Aggregate No. of shareholders and outstanding shares lying tn the suspense account as on March 31, 2024	3	SOU

The voting rights on the equity shares which are transferred to Unclaimed Suspense Account are frozen till the rightful owner of such equity shares claims the shares.

? ISCLOSURES AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITtON AND REDRESSAL}ACT, 2013

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on Prevention. Prohibition and Redressal of Sexual Harassment at Work Place in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules thereunder for prevention and redressal of Complaints of Sexual Harassment at Workplace. The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the Year under review no complaints were reported under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redress at) Act, 2013.

TRANSFEROF EQUITY SHARES, UNPAID/UNCLAIMED DIVIDEND TO THE IEPF

In line with the statutory requirements, the Company has transferred to the credit of IEPF set up by the Government of India, equity shares in respect of which dividend had remained unpaid/urtd aimed fora period of seven (7) consecutive years within the limelines laid down by the Ministry of CorporateAffairs.

Unpaid/ unclaimed dividend for seven (7) years or more has also been transferred to the IEPF pursuant to the requirements under the Act.

OTHER DISCLOSURES:

1. The Compa ny do es not h ave a ny sche me of provis ion of money fo r th e purch as e of its own s h ares by emp loyee s or by trusteesforthebenefitofemployees.

2. In the opinion of the Board_r the Indepeodent Directors appointld f re-appointed during the year are persons of integrity and possess expertise, experience and proficiency.

3. No s ignif i cant o r mate rial ord ers were pa ssed by th e Reg u I ato rs or C o u rts or Tub u na I s wh ich im pact th e goi ng co n cern status and Company''s operations in future.

4. No fra ud ha s been reporte d by th e Audita rs unde r seel ion 14 3( 12} of the Ad to the Aud i e Committee or th e Board.

5. The Ma nag i ng D i rector i s not i n receipt of Com mi s sion from a ny Company

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 134(5) of the Act, the Board of Directors, to the best of its knowledge and ability confirms that:

a} in the preparation ot the Annual accounts, the applicable Accounting; Standards have been followed along with properesplanation relating to material departures, if any;

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 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) they have taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregulantres;

d) they have prepa red the An n ua I accou n ts on a going conce rn basis;

e) they have iaid down interna! financial controls to be followed by the Company and that such internal financial control s are a doq uate and wo re opera ting effectively: and

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

ACKNOWLEDGEMENTS

Your Directors would like to place on record their sincere appreciation of the support and assistance extended by the Company''s Suppliers, Bankers and Business Associates. Your Directors also acknowledge support received from the employees and the esteemed Shareholders and the confidence reposed by them in the Company and its Management.

---

Mar 31, 2018

TO THE MEMBERS

The Directors take pleasure in presenting their 41st Annual Report along with the Audited Financial Statements for the financial year ended 31st March, 2018. The Company operates only in one business segment viz., Tungsten and Tungsten Carbide Products.

FINANCIAL HIGHLIGHTS

(Rs. in Lakhs)

Particulars	Year ended	Year ended
	31st March, 2018	31 st March, 2017
Sales and Other Income	4258.11	4749.84
Profit before Depreciation and Tax (Including Deferred Tax)	511.05	503.55
Profit after Depreciation and Tax	316.38	297.62
Reassessment of Losses (Profit) on defined employee benefit	55.43	(6.08)
plans and fair value of loan
Add: Profit brought forward from previous year	1094.76	908.64
Profit available for appropriation	1355.71	1212.34
Appropriations:
Dividend and Dividend Tax	96.97	77.58
Transfer to General Reserve	40.00	40.00
Profit carried to Balance Sheet	1218.74	1094.76

INDIAN ACCOUNTING STANDARDS- IMPLEMENTATION

The Company has prepared Financial Statements in accordance with Indian Accounting Standards notified under the Companies (Indian Accounting Standards) Rules, 2015 (‘Ind AS’) prescribed under Section 133 of the Companies Act, 2013.

DIVIDEND

After considering the earnings, requirement for funds and with the objective of aptly rewarding the shareholders, your Directors recommend a dividend of Rs. 1.80 (18%) per equity share for the financial year 2017-18 (Previous year Rs. 1.50 per equity share i.e.15%) subject to the approval of shareholders. If approved, the dividend will absorb Rs. 116.55 Lakhs, including Corporate Dividend Tax, Surcharge and Education Cess.

TRANSFER TO RESERVES

Your Directors propose to transfer Rs 40.00 Lakhs to the General Reserve out of the current year’s profit and retain the balance amount of Rs. 1218.74 Lakhs in the Profit and Loss Account.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under Listing Regulations with the Stock Exchanges, is annexed to this report as “Annexure E”.

CHANGES IN NATURE OF BUSINESS AND REVISION IN THE BOARD’S REPORT

There is no change in the nature of business of the Company during the year. There is no revision made in the Board’s Report and whatever submitted herewith is the final report.

SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANY

The Company does not have any Subsidiary, Joint venture or Associate Company.

DEPOSITS FROM PUBLIC

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL

(i) DIRECTORS

Shri Chetan G Cholera (DIN: 00131143) Director of the Company will retire by rotation at the ensuing Annual General Meeting and being eligible and not being disqualified under Section 164 of the CompaniesAct, 2013, offers himself for reappointment. Shri Chander J Bhatia resigned from the office of Executive Director during the year and will continue as Non-Executive Director of the Company.

(ii) KEY MANAGERIAL PERSONNEL.

There is no change in Key Managerial Personnel during the year.

(iii) DECLARATION OF INDEPENDENT DIRECTORS

The Independent Directors have submitted their declarations to the Board that they fulfil all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.

(iv) ANNUAL EVALUATION OF BOARD

The Board has carried out an Annual Evaluation of its own performance, its Committees and individual Directors pursuant to provisions of the Companies Act, 2013. The performance of the Board was evaluated by the Board after seeking inputs from all the Directors on the basis of criteria such as the Board Composition and Structure, Effectiveness of Board Process, Information and Functioning etc. In a separate Meeting of the Independent Directors, performance of Non-Independent Directors, performance of the Board as a whole was evaluated taking into account the views of Executive Directors and Non-Executive Directors.

COMPANY’S POLICY RELATING TO APPOINTMENT OF DIRECTORS AND KEY MANAGERIAL PERSONNEL, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES.

The Company’s Policy relating to appointment of Directors and Key Managerial Personnel, payment of Managerial Remuneration, Director’s Qualifications, positive attributes and other related matters as provided under Section 178(3) of the Companies Act, 2013 is furnished in “Annexure C" and is attached to this report.

BOARD MEETINGS HELD DURING THE FINANCIAL YEAR UNDER REVIEW

During the financial year ended 31 st March, 2018 under review, the Company held Six (6) Board Meetings as under:

1. 09thApri1,2017 3. 12thAugust, 2017 5. 8th December, 2017

2. 27th May, 2017 4. 9th September, 2017 6. 10th February, 2018

All the Board Meetings were well attended and there was no gap of one hundred twenty days between any two Board Meetings.

COMPOSITION OF AUDIT COMMITTEE AND MEETINGS HELD DURING THE FINANCIAL YEAR

The Audit Committee consists of the following members:

1. Shri. Bhumitra V Dholakia- Chairman. (Independent Director).

2. Shri. Dhananjay D Kanitkar- Member. (Independent Director).

3. Shri. Jagdish C Bhatia- Member. (Managing Director).

During the financial year ended 31st March, 2018 under review, the Company held Five (5) Audit Committee Meetings as under:-

1. 27th May, 2017 3. 9th September, 2017 5. 10th February, 2018

2. 12thAugust, 2017 4. 8th December, 2017

All the committee meetings were well attended and the Board accepted recommendations of the audit committee.

NOMINATION AND REMUNERATION COMMITTEE AND STAKE HOLDERS RELATIONSHIP COMMITTEE

The Company has duly constituted Nomination and Remuneration Committee and Stake Holders Relationship Committee.

One meeting of Nomination and Remuneration Committee was held during the year under review ie on 10th February 2018 which was attended by all the members.

COMPLIANCE WITH SECRETARIAL STANDARDS

It is hereby confirmed that the Company has complied with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

DIRECTORS RESPONSIBILITY STATEMENT

To the best of our knowledge and belief and according to the information and explanations obtained by us, your Directors make the following statements in terms of Section 134(3) (c) of the Companies Act, 2013:

- In the preparation of the Annual Accounts for the year ended 31st March, 2018, the applicable accounting standards have been followed along with proper explanation relating to material departures;

- Such accounting policies as mentioned in Note 1, 2 and 29 of the Notes to the Financial Statements have been selected and applied consistently and judgement and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2018 and of the profit of the Company for the year ended on that date;

- Proper and sufficient care has been taken 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;

- The Annual Financial Statements have been prepared on a going concern basis;

- Proper internal financial controls were in place and that the financial controls were adequate and were operating effectively;

- Systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

AUDITORS

In compliance with the Companies (Audit and Auditors) Rules, 2014, the Company has appointed M/s. Maloo Bhatt & Co., Chartered Accountants, Vadodara for four years at 40th Annual General Meeting till the conclusion of 44th Annual General Meeting. The Statutory Auditor’s report does not contain any qualification, reservation or adverse remark.

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Samdani Shah & Kabra, a firm of Company Secretaries in Practice, to conduct Secretarial Audit of the Company for the Financial Year ended 31st March, 2018. The Secretarial Audit Report in Form MR-3 is annexed herewith as “Annexure D“. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

COST AUDITORS

The provisions for the Cost Audit are not applicable to the Company and hence the Company is not required to appoint Cost Auditor. However cost records as specified under Section 148 (1) read with relevant Rules and accordingly such accounts and records are made and maintained by the Company.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Board of your Company has laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively with the size and nature of the business. Your Company has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and the timely preparation of reliable financial disclosure.

HEALTH, SAFETY AND MEASURES TAKEN ON ENVIRONMENT PRESERVATION.

The health and safety of the employees across its operations remains the highest priority for the Company. All endeavours are being taken to enhance safety standards and processes towards minimizing risks in all operations in the Company. Initiatives taken by Company on Health, Safety and on Environment Preservation are mentioned below:

- Company had appointed a dynamic safety officer supported by health committee, safety committee and fire committee.

- In association with union and workers Company implemented following programmes.

Swachha Rapicut Abhiyan

- Workers contribute voluntarily twice a month for shramdaan and clean up the peripheral of company inside the compound. Green Rapicut Abhiyan:

- Company planted more than 100 plants during the year.

Safe Rapicut Abhiyan:

- Safety equipments are provided to all workers as per safety needs.

- Helmets are made mandatory for all employees who commute on duty by two wheeler.

- All pressure vessels are being tested at scheduled intervals.

- Training on safety and fire is conducted periodically for all concerned committees that are entrusted with Safety.

Measures on Health

- Health awareness training program to all the workers by NGOs.

- Safety nose masks are provided to keep workers safe from any occupational health issues.

Measures taken on Environment Preservation

- Workers are educated for making minimum waste of food, cotton, plastics and plastic bags etc. These wastes are collected and disposed off regularly.

Tobacco free Rapicut Ashiyan

- Workers are educated on health risks of consuming Tobacco. Company is successful in achieving tobacco free Rapicut. Accident at Factory:

- There were no accidents during the year under review.

WHISTLE BLOWER/VIGIL MECHANISM

Pursuant to the provisions of Section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism or Whistle Blower Policy has been established for directors, employees and other stakeholders to report genuine concerns about unethical behaviour, actual or suspected fraud or violation of the Company’s code of conduct. The said Policy provides for adequate safeguards against victimization and direct access to the higher levels of supervisors. The same is also uploaded on the website of the Company.

CORPORATE GOVERNANCE AND REPORT THEREON

Pursuant to Regulation 15 (2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the compliance with the Corporate Governance provisions as specified in Regulations 17 to 27 and para C, D and E of Schedule V are not applicable to the Company as the paid up share capital of the Company is less than Rs. 10 Crores and net worth is also less than Rs. 25 Crores as on the last day of previous financial year. Hence, Corporate Governance Report is not furnished.

MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY

Except as disclosed elsewhere in this report, no material changes and commitments that could affect the Company’s financial position have occurred during the financial year of the Company.

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

Pursuant to the requirement of Section 134(3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, the details pertaining to the Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo are provided as follows:

A. CONSERVATION OF ENERGY

a) Energy Conservation measures taken:

1. Close monitoring of consumption of electricity, Diesel and water.

2. Optimum use of Energy by Switching off Machines, Lights, Fans, Air Conditioners and Exhaust Systems whenever not required.

3. Creating awareness among Workmen to conserve energy.

b) Impact of measures:

1. Due to measures taken as described above, the overall power and fuel oil consumption at plants and office had decreased.

2. Details of total energy consumption:

B. TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION

The Company has not imported, innovated or adapted any technology during the year under review.

C. FOREIGN EXCHANGE EARNINGS AND OUTGO

RISK MANAGEMENT FRAMEWORK

The Company has the risk assessment and mitigation procedures in place and the Board has been kept informed of such assessment.

CORPORATE SOCIAL RESPONSIBILITY

Since the Company is not falling under all three criteria mentioned in Section 135 (1) of the Companies Act, 2013. The Company is not required to spend 2% of the average net profits of the three immediately preceding financial years mentioned in Section 135 (5) of the CompaniesAct, 2013, the statement to this effect is furnished in “Annexure A”.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

During the period under review, the Company has not granted any loans, furnished guarantees and made investments during the financial year ended 31 st March, 2018 as envisaged under Section 186 of the Companies Act, 2013.

RELATED PARTY DISCLOSURES

The particulars of Contracts or Arrangements entered into with related parties under Section 188 of the Companies Act, 2013 are furnished in “Annexure B” to this report.

EXTRACT OF AN N U AL RETU RN

The extract of Annual Return required under Section 134(3)(a) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, is placed on the Company’s website. The web-link as required under Companies Act, 2013 is as under: http://www.rapicutcarbides.com/finance.htm

MANAGERIAL REMUNERATION

Particulars of Employees pursuant to Section 134(3) (q) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

*Shri Chander J Bhatia was Executive Director till 9th February, 2018.

DISCLOSURE WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/UNCLAIMED SUSPENSE ACCOUNT

In terms of regulation 39(4) of the Listing Regulations, the details in respect of equity shares lying in the suspense accounts are given below:

The voting rights on the shares in the suspense account as on March 31,2018 will remain frozen till the rightful owners of such shares claim the shares.

DISCLOSURE UNDER SECTION 22 OF THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has set up an Internal Complaints Committee (ICC) for providing a Redressal Mechanism pertaining to Sexual Harassment of Women employees at workplace. There was no complaint received during the year under review. The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

GENERAL DISCLOSURES

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on following items during the year under review:

1. Issue of Equity Shares with differential rights as to dividend, voting or otherwise.

2. Issue of Shares (including Sweat Equity Shares) to employees of the Company under any scheme.

3. The Company has not resorted to any Buy Back of its shares during the year under review.

4. 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.

5. The Company is not required to submit Business Responsibility Report in pursuance of Regulation 34 (2) (f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

ACKNOWLEDGEMENTS

Your Directors would like to place on record their sincere appreciation for the support and assistance extended by the Company’s Suppliers, Bankers and Business Associates. Your Directors are thankful to the employees and the esteemed Shareholders for their continued support and the confidence reposed in the Company and its Management.

For and on behalf of the Board

Date : 11th August, 2018 Chetan G. Cholera Jagdish C. Bhatia

Place: Mumbai (Director) (Managing Director)

---

Mar 31, 2016

BOARD''S REPORT

TO THE MEMBERS

The Directors take pleasure in presenting their 39th Annual Report along with the Audited Financial Statements for the financial year ended 31st March, 2016. The Company operates only in one business segment viz., Tungsten and Tungsten Carbide Products.

FINANCIAL HIGHLIGHTS

(Rs. in Lakhs)

Particulars	Year ended 31st March, 2016	Year ended 31st March, 2015
Sales and Other Income	3762.04	4355.46
Less: Excise Duty	413.02	485.83
Sales and Other Income (Net)	3349.02	3869.63
Profit before Depreciation and Tax (Including Deferred Tax)	293.62	399.63
Profit after Depreciation and Tax	145.78	225.33
Add: Profit brought forward from previous year	774.20	670.16
Less: (i) Prior period adjustment	0.66	3.71
Profit available for appropriation	919.32	891.78
Appropriations:
Proposed Dividend	64.45	64.45
Tax on Proposed Dividend	13.12	13.12
Transfer to General Reserve	20.00	40.00
Profit carried to Balance Sheet	821.75	774.20

DIVIDEND

After considering earnings, requirement for funds and with the objective of rewarding the shareholders, your Directors have maintained and recommend a dividend of Rs.1.20 (12%) per equity share for the year 2015-16 (Previous year Rs.1.20 per equity share i.e. 12%), subject to the approval of shareholders. If approved, the dividend will absorb Rs.77.57 Lakhs, including Corporate Dividend Tax, Surcharge and Education Cess.

TRANSFER TO RESERVES

Your Directors propose to transfer Rs. 20.00 Lakhs to the General Reserve out of the current year''s profit and the balance aggregating to Rs. 821.75 Lakhs is proposed to be retained in the Profit and Loss Account.

TUNGSTEN CARBIDE INDUSTRY STRUCTURE, PERFORMANCE, DEVELOPMENT, OVERVIEW & OUTLOOK

It is satisfying to note that overall buoyancy in market conditions witnessed in the last quarter of 2015-16 continued as we entered 2016-17. This can reasonably be read as a healthy indicator of how the year 2016-17 may shape if this environment extends into the subsequent quarters.

Your Directors are glad to report that the Company has been awarded an order worth Rs. 7.50 crores by Neyveli Lignite Corporation Limited and this order is to be executed by February, 2017. This order combined with the regular orders of the Company''s Mining Products should result in a higher growth in the Mining Products category in the current fiscal year. The Company is fully geared to meet this enhanced demand.

Referring to the previous year’s Board Report, Members may please note that substantial progress has been made towards completion of the Project for manufacturing Index able Inserts / Cutting Tools. All the equipment/machines ordered are expected to be installed and expected to be commissioned by the end of October, 2016. Thereafter the trials will be conducted and commercial production will commence from January, 2017 onwards.

FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCE

The overall market conditions in the year 2015-16 were far from satisfactory. Consequently, barring a few select products the demand scenario was overall sluggish. Signs of buoyancy were, however, quite visible in the last quarter of the year.

During the year it was noticed that sales could have been perceptibly higher if the Company had agreed to relax credit terms offered to some customers in the Mining segment. However, management thought it prudent not to do so.

The Product wise Performance of the Company is mentioned below:

Sr. No.	Particulars of Products Manufactured	12 Months ended 31/03/2015	12 Months ended 31/03/2016
1.	Metal Cutting	366779 (Nos.)	479170 (Nos.)
2.	Mining	938302 (Nos.)	848298 (Nos.)
3.	Wear Parts	52861 (Nos.)	48844 (Nos.)
4.	Intermediates	23469 (Kgs)	21498 (Kgs)
5.	TC Tool Room Products	1744 (Nos.)	6677 (Nos.)

During the Financial Year 2015-16 the Turnover was Rs 33.49 Crores compared to Rs 38.69 Crores in Financial Year 2014 15. The Turnover dropped by 13.61% due to sluggish demand for the Products. The Net Profit in the Financial Year 2015-16 was Rs 1.45 Crores compared to Rs 2.21 Crores in the Financial Year 2014-15, the drop by 34.38% was largely due to increase in Raw Material Costs, Employee costs, and other Miscellaneous Expenses.

OPPORTUNITIES, THREATS, RISKS & CONCERNS

With the Government taking a positive stance by lifting curbs on mining operations and granting new leases in several mines located in Eastern India & Northern India. Mining acitivity is bound to pick up leading to good demand for our Products. With the Make in India initiatives Government ordinance factories will henceforth purchase 30% to 40% of their requirement from domestic manufacturer. This also presents a significant opportunity for growth to our Company.

However Risks are an integral part of any business and the risk profile, to a great extent, depends on the climatic conditions, economic and business conditions and the markets/customers we serve.

The Company’s risk management is based on the philosophy of achieving sustained growth while mitigating and managing risks involved.

Few of the risks associated with our businesses are enumerated below:

- Fluctuations in demand and price for finished products viz. Mining Inserts, Metal Cutting and wear parts, etc.

- Fluctuations in the price and availability of key raw materials viz. Blue/Yellow Tungsten Oxide, Cobalt Metal Powder and energy costs.

- Increase in interest rates.

- Adverse fluctuations in the exchange rate of the Rupee against US Dollar.

- Changes in government policies affecting the Mining and general Engineering Industry.

- Accidents, natural disasters or outbreaks of disease.

INTERNAL CONTROL SYSTEMS, THEIR ADEQUACY&COMPLIANCE

The Company has an extensive system of internal controls to ensure optimal utilization of resources and accurate reporting of financial transactions and strict compliance with applicable laws and regulations. The Company has put in place sufficient system to ensure that assets are safe guarded against loss from unauthorized use or disposal and that transactions are authorized, recorded and reported correctly.

SAFETY AND HEALTH

The health and safety of the employees across its operations remains the highest priority for the Company. All endeavors are being taken to enhance safety standards and processes towards minimizing safety risks in all operations in the Company.

HUMAN RESOURCES/INDUSTRIAL RELATIONS

Humans are considered as one of the most critical resources in the business who can be continuously nurtured to maximize the effectiveness of the Organization. Human resources build the Enterprise and the sense of belonging would inculcate the spirit of dedication and loyalty amongst them towards strengthening the Company''s Policies and Systems. All personnel continue to have healthy, cordial and harmonious approach thereby enhancing the contributory value of the Company.

Number of Employees at the Beginning of the year : 99

Number of Employees Recruited during the year : 19

Number of Employees Resigned during the year : 01

Number of Employees Retired during the year : 05

Number of Employees at the End of the year : 112

WHISTLE BLOWER/VIGIL MECHANISM

The Company has established a Whistle Blower/Vigil Mechanism through which its Directors, Employees and Stakeholders can report their genuine concerns about unethical behaviors, actual or suspected fraud or violation of the Company''s code of conduct policy. The said Policy provides for adequate safeguards against victimization and also direct access to the higher levels of supervisors.

CORPORATE GOVERNANCE AND REPORTTHEREON

Pursuant to Regulation 15 (2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the compliance with the Corporate Governance provisions as specified in Regulations 17 to 27 and para C, D and E of Schedule V is not applicable to the Company as the paid up share capital is less than Rs. 10 Crores and net worth is also less than Rs. 25 Crores as on the last day of previous financial year. Hence Corporate Governance Report is not furnished.

MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY

Except as disclosed elsewhere in this report, no material changes and commitments which could affect the Company’s financial position have occurred during the financial year of the Company.

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

a) Energy Conservation measures taken:

1. Close monitoring of consumption of electricity, Diesel and water.

2. Optimum use of Energy by Switching off Machines, Lights, Fans, Air Conditioners and Exhaust Systems whenever not required.

3. Creating awareness among Workmen to conserve energy.

b) Impact of measures

1. Due to measures taken as described above, the overall power and fuel oil consumption at plants and office has not increased significantly. However the cost of production on account of power has increased due to increase in cost per unit.

2. Total energy consumption and energy consumption per unit of production

Sr. No.		Particulars	2015-2016	2014-2015
(a)	I (i) (ii) (iii)	Purchansed:- Electricity Unit (KWH) Total Amount (Rs in Lakhs) Rate/Unit (Rs.)	1887277 147.06 Lakhs 7.79	1877488 141.37 Lakhs 7.54
(b)	(i) (ii) (iii)	Own Generation Coal Furnace Oil- Kl Internal Generation- Units (DG Set)	Not Applicable Not Applicable 14083	Not Applicable Not Applicable 10824

B. TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION

The Company has not imported any technology during the year under review.

C. Foreign Exchange Earnings and Outgo Rs. In Lakhs

During the Period under review: 2015-16 2014-15

a) Foreign exchange earnings by the Company was : 32.81 61.66

b) Foreign exchange expenditure was : 1263.13 1398.22

RISK MANAGEMENT FRAMEWORK

The Company has the risk assessment and mitigation procedures in place and the Board has been kept informed of such assessment.

CORPORATE SOCIAL RESPONSIBILITY

The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in “Annexure A” of this Report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. The Policy is available on the Web-Site of the Company. The amount could not be spent as the Company was exploring for good project for CSR in the vicinity of its factory i.e. Ankleshwar, Gujarat. However, in absence of the good project satisfying the requirement of CSR the amount of Rs. 8,19,500/required to be spent on CSR for the financial year 2015-2016 was spent during the financial year 2016-17 by making payment to the Prime Minister’s National Relief Fund.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has not granted any loans, guarantees and investments for the financial year ended 31st March, 2016 under Section 186 of the Companies Act, 2013.

RELATED PARTY DISCLOSURES

The particulars of Contracts or Arrangements entered into with related parties under Section 188 of the Companies Act 2013 are furnished in “Annexure B” and is attached to this report.

COMPANY’S POLICY RELATING TO APPOINTMENT OF DIRECTORS AND KEY MANAGERIAL PERSONNEL, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES.

The Company’s Policy relating to appointment of Directors and Key Managerial Personnel, payment of Managerial Remuneration, Director’s Qualifications, positive attributes, and other related matters as provided under Section 178(3) of the Companies Act, 2013 is furnished in “Annexure C” and is attached to this report.

EXTRACT OF AN N UAL RETU RN

The extract of Annual Return pursuant to the provisions of Section 92 of the Companies Act, 2013 read with Rule 12 of the Companies (Management and administration) Rules, 2014 is furnished in “Annexure D” and is attached to this Report.

BOARD MEETINGS HELD DURING THE FINANCIAL YEAR UNDER REVIEW

During the financial year under review, the Company held four Board Meetings as under:

1. 29th May, 2015 3. 7th November, 2015

2. 11th August, 2015 4. 11th February, 2016

All the Board Meetings were well attended and there was no gap of one hundred twenty days between any two board meetings.

DIRECTORS RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013:

a. that in the preparation of the Annual Financial Statements for the year ended 31st March, 2016, the applicable accounting standards have been followed along with proper explanation relating to material departures if any;

b. that such accounting policies as mentioned in Note 27 of the Notes to the Financial Statements have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31 st March, 2016 and of the profit of the Company for the year ended on that date;

c. that proper and sufficient care has been taken 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. that the Annual Financial Statements have been prepared on a going concern basis;

e. that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively;

f. that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANY

The Company does not have any Subsidiary, Joint venture or Associate Company.

DEPOSITS FROM PUBLIC

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

DECLARATION OF INDEPENDENT DIRECTORS

The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.

AUDITORS

The Company appointed M/s. Maloo Bhatt & Co., Chartered Accountants, Vadodara by Circular Resolution due to casual vacancy which occurred by resignation of M/s. D. N. Shukla & Co., Chartered Accountants, Mumbai. The appointment of M/s. Maloo Bhatt & Co., Chartered Accounts, Vadodara is made for one year subject to approval by share holders in ensuing Annual General Meeting and will hold office till conclusion of next Annual General Meeting to be held in the year 2017, the resolution has been mentioned at item no. 4 to the notice. The Board places of record its appreciation for the guidance and counsel given by M/s. D. N. Shukla & Co., outgoing Auditors of the company for 18 years.

The Statutory Auditors report does not contain any qualification, reservation or adverse remark. Further that there was no fraud reported by Auditors under sub-section (2) of Section 143 of the Companies Act, 2013 other than those reportable to the Central Government.

Cost Auditors

The provisions for the Cost Audit are not applicable to the Company and hence the Company is not required to appoint Cost Auditor.

SECRETARIAL AUDITORS

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. Samdani Shah & Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as “Annexure E“. There is no qualification or observation in the said report.

COMPOSITION OF AUDIT COMMITTEE AND MEETINGS HELD DURING THE FINANCIAL YEAR

The Audit Committee consists of the following members:

1. Shri. Bhumitra V Dholakia- Chairman.

2. Shri. Dhananjay D Kanitkar- Member.

3. Shri. Jagdish C Bhatia- Member.

The above composition of the Audit Committee consists of Independent Directors viz., Mr Bhumitra V Dholakia and Mr Dhananjay D Kanitkar who form the majority.

During the financial year under review, the Company held four Audit Committee Meetings as under:

1. 29th May, 2015 3. 7th November, 2015

2. 11th August, 2015 4. 1''lth February, 2016

All the committee meetings were well attended and recommendations of the audit committee were accepted by the Board.

NOMINATION AND REMUNERATION COMMITTEE AND STAKE HOLDERS RELATIONSHIP COMMITTEE

The Company has duly constituted Nomination and Remuneration Committee and Stake Holders Relationship Committee.

MANAGERIAL REMUNERATION

Particulars of Employees pursuant to Section 134(3)(q) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

Sr. No.	Requirement under Rule 5	Details
1.	Ratio of the remuneration of each Executive Director to the median remuneration of the employees of the Company for the Financial Year	Shri. Jagdish C Bhatia, Managing Director: 1:0.1117 Shri. Chander J Bhatia, Executive Director: 1:0.1284
2.	Percentage increase in remuneration of each Director, Chief Financial Officer, Executive Director, Company Secretary	Shri. Jagdish C Bhatia, Managing Director: (-0.97) Shri. Chander J Bhatia, Executive Director: (-1.74) Shri. Ashwin R Master, Chief Financial Officer: 6.97 Shri. Kamlesh M Shinde, Company Secretary: 35.94
3.	Percentage increase in the median remuneration of employees in the financial year	Increase by 11.99
4.	Number of permanent Employees as on 31st March, 2016 on the rolls of the Company	88 Employees
5.	Average percentile increase made in the salaries of employees other than the managerial personnel in last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration	Managerial Personnel: 1.97 Other Personnel: 5.16
6.	Affirmation that the remuneration is as per the remuneration policy of the Company	Remuneration is as per the Nomination and Remuneration Policy of the Company.

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

The Company has set up an Internal Complaints Committee (ICC) for providing a Redressal Mechanism pertaining to Sexual Harassment of Women employees at workplace. There was no complaint received during the year under review.

GENERAL DISCLOSURES

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. Issue of Equity Shares with differential rights as to dividend, voting or otherwise.

2. Issue of Shares (including Sweat Equity Shares) to employees of the Company under any scheme.

3. The Company has not resorted to any Buy Back of its shares during the year under review.

4. 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.

5. The Company is not required to submit Business Responsibility Report in pursuance of Regulation 34 (2) (f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

ACKNOWLEDGEMENTS

Your Directors would like to place on record their sincere appreciation for the support and assistance extended by the Company''s Suppliers, Bankers and Business Associates. Your Directors are thankful to the esteemed Shareholders for their continued support and the confidence reposed in the Company and its Management.

For and on behalf of the Board

Place: Mumbai Chetan G. Cholera Jagdish C. Bhatia

Date : 27th July, 2016 (Director) (Managing Director)

---

Mar 31, 2015

To,

The Members

The Directors have pleasure in presenting their 38th Annual Report on the business and operations of the Company and the accounts for the financial year ended 31st March, 2015.

1. FINANCIAL HIGHLIGHTS

(Rs. in Lacs)

Year ended Year ended 31-03-2015 31-03-2014

Sales and other income 4355.46 4317.76

Less : Excise Duty 485.83 467.09

Sales and Other Income (Net) 3869.63 3850.67

Profit before depreciation and tax (including deferred tax) 399.63 410.64

Profit after depreciation and tax 225.33 239.39

Add: Profit brought forward from previous year 670.15 549.63

Less : (i) Prior period adjustment 0.26 2.49

(ii) Extraordinary Item 3.45 1.46

Profit available for appropriation 891.78 785.07

Appropriations :

Proposed Dividend 64.45 64.45

Tax on Proposed Dividend 13.12 10.45

Transfer to General Reserve 40.00 40.00

Profit carried to Balance Sheet 774.20 670.15

2. TRANSFER TO RESERVES

Your Directors propose to transfer Rs. 40.00 Lacs to the General Reserve out of the current year's profit and the Balance aggregating to Rs. 774.20 Lacs is proposed to be retained in the Profit & Loss Account.

3. DIVIDEND

After considering earnings, requirement for funds and with the objective of rewarding the shareholders, your Directors recommend a dividend of Rs.1.20 (12%) per equity share for the year 2014-15 (Previous year Rs.1.20 per equity share i.e.12%), subject to the approval of shareholders. If approved, the dividend will absorb Rs.77.58 Lacs, including Corporate Dividend Tax, Surcharge and Education Cess.

4. REVIEW OF BUSINESS OPERATIONS AND PROSPECTS

BUSINESS OPERATIONS

Overall market conditions directly impacting the product groups manufactured by Your Company in 2014-15 remained significantly the same ie., weak as in the previous year.

In the result both, sales turnover and margins were constantly under pressure owing to heightened competition.

In this background Your Company could manage to close the year 2014-15 at nearly the same profitability level as in the previous year.

PROSPECTS :

The First Quarter of the current year 2015–16, has not shown any improvement in demand and price realization scenario.

However, a noteworthy positive factor recently has been the significant softening of principal raw material prices.

Your Company has drawn investment plans to enter into value added products like Indexable Inserts / Cutting Tools and thereby insulate itself against volatile raw material price movements by significant reduction in the percentage of raw material content in the final product.

5. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY.

The Company has an extensive system of internal controls to ensure optimal utilisation of resources and accurate reporting of financial transactions and strict compliance with applicable laws and regulations. The Company has put in place sufficient system to ensure that assets are safe guarded against loss from unauthorised used or disposition, and that transactions are authorised, recorded and reported correctly.

6. SAFETY AND HEALTH

The health and safety of the employees across its operations remains the highest priority for the Company. All endeavours are being taken to enhance safety standards and processes towards minimising safety risks in all operations in the Company.

7. GREEN INITIATIVES

The Company has started transmitting Annual Report through electronic mode-email to the shareholders who preferred to receive Annual Report through electronic mode and initiated steps to reduce consumption of paper.

8. HUMAN RESOURCES

Humans are considered as one of the most critical resources in the business which can be continuously smoothened to maximize the effectiveness of the Organization. Human resources build the Enterprise and the sense of belonging would inculcate the spirit of dedication and loyalty amongst them towards strengthening the Company's Polices and Systems. All personnel continue to have healthy, cordial and harmonious approach thereby enhancing the contributory value of the Company.

9. LISTING

The Equity Shares of the Company are listed at BSE Limited (BSE).

The Company has made all the compliances of Listing Agreement including payment of Annual Listing Fees upto 31st March, 2016 to BSE Limited.

10. CORPORATE GOVERNANCE & REPORT THEREON

The Company has complied with the various requirements under the Corporate Governance reporting system. A detailed Compliance Report on Corporate Governance is annexed to this report. The certificate on compliance with the conditions of Corporate Governance under clause 49 of the Listing Agreement is also annexed to this report.

Provisions of Clause 49 of the Listing Agreement were applicable to the Company only up to 30th September, 2014 and it became non applicable with effect from 01st October, 2014 as the Company's paid up share capital is less than Rs. 10 crores and net worth less than Rs. 25 crores.

11. SPECIAL BUSINESS

As regards the items of the Notice of the AGM relating to Special Business, the resolutions incorporated in the Notice and the Explanatory Statement relating thereto, fully indicate the reasons for seeking the approvals of members to those proposals. Your attention is drawn to these items and Explanatory Statement annexed to the Notice.

12. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT.

Except as disclosed elsewhere in this report, no material changes and commitments which could affect the Company's financial position have occurred between the end of the financial year of the Company.

13. PARTICULARS IN RESPECT OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO, AS REQUIRED TO BE DISCLOSED BY THE COMPANIES (ACCOUNTS) RULES, 2014 AND FORMING A PART OF THE DIRECTORS' REPORT ARE AS UNDER: -

(A) Conservation of energy

The Company accords great importance to conservation of energy. The main focus of the Company during the year was:

(i) Energy Conservation measures taken:-

1. Close monitoring of consumption of electricity, LPG, Diesel and water.

2. Optimum use of Energy by Switching off Machines, Lights, Fans, Air Conditioners and Exhaust Systems whenever not required.

3. Creating awareness among Workmen to conserve energy.

(ii) Impact of measures of (a) above for reduction of energy consumption and consequent impact on the cost of production of goods:

1. Due to measures taken as described above, the overall power and fuel oil consumption at plants and office has reduced. However the cost of production on account of power has increased due to increase in cost per unit.

(iii) Total energy consumption and energy consumption per unit of production.

Form for disclosure of particulars with respect to Technology Absorption, Research and Development FOCUS ON RESEARCH AND DEVELOPMENT:

- Improvement in productivity/quality and reduction in cost of production of Company's Plants and at Customer's end.

- Cost reduction, import substitution, safer environment and strategic resource management.

- Meeting the statutory requirements.

(B) Technology Absorption, Adaptation and Innovation

The Management has focused on productivity and Total Quality Management [TQM] in order to optimize manufacturing costs.

(C) Benefits

This has helped in achieving optimum manufacturing costs, improved quality of products and consequently, enhanced customer satisfaction. The Company uses indigenous technology.

(D) The Company has not imported any technology during the year under review.

14. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY.

The Company has the risk assessment and mitigation procedure in place and the Board has been kept informed of such assessment.

15. CORPORATE SOCIAL RESPONSIBILITY

The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in Annexure-A of this Report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. The Policy is available on the Web-Site of the Company.

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

There was no loans, guarantees or investments made by the Company under Section 186 of the Companies Act, 2013 during the year under review and hence the said provision is not applicable.

17. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES.

The particulars of Contracts or Arrangements made with related parties made pursuant to Section 188 is furnished in Annexure B and is attached to this report.

18. COMPANY'S POLICY RELATING TO APPOINTMENT OF DIRECTORS AND KEY MANAGERIAL PERSONNEL, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES.

The Company's Policy relating to appointment of Directors and Key Managerial Personnel, payment of Managerial remuneration, Directors' qualifications, positive attributes, and other related matters as provided under Section 178(3) of the Companies Act, 2013 is furnished in Annexure C and is attached to this report.

19. ANNUAL RETURN

The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and administration) Rules, 2014 is furnished in Annexure D and is attached to this Report.

20. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW

The Company had five (5) Board meetings during the financial year under review and all the meetings were held physically.

Board Meetings I II III IV V

Dates 29/05/14 09/08/14 20/09/14 13/11/14 07/02/15

21. DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submit its responsibility Statement:- a) in the preparation of the annual accounts, 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; and

(e) the directors, in the case of a listed company, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(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.

22. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary, Joint venture or Associate Company.

23. DEPOSITS

As per Section 74 of the Companies Act, 2013 all the fixed deposits which were due for repayment on or after 31st March, 2015 have been repaid on 31st March, 2015. The Company has neither accepted nor renewed any deposits during the year under review.

24. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Directors

In accordance with the provisions of the Companies Act 2013, Shri.C.J.Bhatia is due to retire at the conclusion of the forthcoming Annual General Meeting and being eligible, offers himself for re-appointment.

Smt. Gayatri Parikh who was appointed as Additional Director-Independent on 7th February, 2015 and holds the said office till the date of the Annual General Meeting. A notice has been received from a member proposing her candidature for her re-appointment.

Key Managerial Personnel

Shri. Kamlesh Shinde, Company Secretary of the Company was appointed as Key Managerial Personnel at the Board Meeting held on 29th May, 2014.

Shri. A R Master, Assistant Vice President- Finance of the Company was designated as Key Managerial Personnel at the Board Meeting held on 29th May, 2014.

25. DECLARATION OF INDEPENDENT DIRECTORS

The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.

BOARD EVALUATION

The Board of Directors have carried out an Annual Evaluation of its own performance and individual Directors pursuant to provisions of the Act and Corporate Governance requirements as prescribed by clause 49 of the Listing Agreement.

The performance of the Board was evaluated by the Board after seeking inputs from all the Directors on basis of the criteria such as the Board Composition and Structure, Effectiveness of Board Process, Information and Functioning etc.

In a separate Meeting of the 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.

26. AUDITORS & AUDITORS REPORTS

Statutory Auditors

M/s D N Shukla & Co., Chartered Accountants, Mumbai were appointed as Statutory Auditors for a period of three (3) years in the Annual General Meeting held on 20th September, 2014.

As per the provision of Section 139(1) of the Act, their appointment for the above tenure is subject to ratification by Members at every AGM. Accordingly, ratification of the Members is being sought for proposal contained in the Resolution set out at item No. 4 of the Notice.

The Statutory Auditors Report does not contain any qualification, reservation or adverse remark.

Cost Auditors

The provisions of the Cost Audit are not applicable to the Company and hence the Company is not required to appoint Cost Auditor.

Secretarial Auditors

M/s Samdani Shah & Associates, Practicing Company Secretaries, Vadodara carried out Secretarial Audit for the year under review. There was no qualifications, reservations or adverse remarks made by the Secretarial Auditors in their report. Secretarial Audit Report is furnished and attached to this report.

27. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM.

The Audit Committee consists of the following members

a. Shri. Bhumitra V Dholakia- Chairman.

b. Shri. Dhananjay D Kanitkar- Member.

c. Shri. Jagdish C Bhatia- Member.

The above composition of the Audit Committee consists of Independent Directors viz., Mr Bhumitra V Dholakia and Mr Dhananjay D Kanitkar who form the majority.

The Company has established a vigil mechanism. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns. The Company has also provided direct access to the chairman of the Audit Committee on reporting issues concerning the interests of co-employees and the Company.

28. RATIO OF MANAGERIAL REMUNERATION

As per the provisions of Section 197 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, every listed company are required to disclose following information in the Board's Report :-

Variations in the market capitalization Rs.14.45 crores

Price Earnings Ratio as at the closing date of current financial year 13.36

Price Earnings Ratio as at the closing date of previous financial year 6.14

% Increase / Decrease from last Public Offer

IPO price per Share (Year - 1977) 10

Market Price as at 31st March , 2015 55.05

% Increase from last Public Offer 450.50*

* Note : Bonus Issue and Rights issue is not adjusted in the calculation.

Ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year.

Name Ratio to Employees

J C Bhatia – Managing Director 1 : 0.0987

C J Bhatia – Executive Director 1 : 0.1127

Percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year :-

Name % increase

J C Bhatia – Managing Director 0.46

C J Bhatia – Executive Director 13.63

A R Master - CFO 09.07

Kamlesh Shinde – Company Secretary (Appointed w.e.f. 12th May, 2014) N.A

Percentage increase in the median remuneration of employees in the financial year. 7.36

Number of permanent employees on the rolls of company. 91

Explanation on the relationship between average increase in remuneration and company performance.

Decrease in Profit before Tax- 5.48%

Increase in overall remuneration- 6.08%

Comparison of the remuneration of the Key Managerial Personnel against the performance of the Company.

increase in remuneration of KMP- 6.79%

Decrease in Profit

Before Tax- 5.48%

Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration

6.79 % increase in managerial remuneration and 8.74% increase in non-managerial remuneration.

Comparison of the each remuneration of the Key Managerial Personnel against the performance of the Company.

Same as above

Key parameters for any variable component of remuneration availed by the directors.

Company Performance Periodical Reviews, Skills and Competence

Ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remun-eration in excess of the highest paid director during the year.

NA

*Explanation: The Percentage increase in the Median remuneration of employees are more on account of no replacement during the year.

Name of the Employee who was employed throughout the financial year, was in receipt of remuneration for the financial year 2014-15 was not less than sixty lakhs rupees.

Not Applicable

Name of the Employee if employed for part of the financial year 2014-15, was in receipt, was in receipt of remuneration for any part of the year in aggregate was note let than five lakhs rupees per month.

Not Applicable

Name of the Employee who was employed throughout the financial year or part thereof and who has drawn remuneration in excess of that drawn by the Managing Director or Whole time Director or Manager and holds himself or alongwith his spouse and dependent children not less than 2% of the equity shares of the Company

Not Applicable

We affirm that the remuneration paid to the Managerial and Non-Managerial Personnel is as per the remuneration policy of the Company.

29. GENERAL DISCLOSURES

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. Details relating to deposits covered under Chapter V of the Act.

2. Issue of Equity Shares with differential rights as to dividend, voting or otherwise.

3. Issue of Shares (including Sweat Equity Shares) to employees of the Company under any scheme.

4. The Company has not resorted to any Buy Back of its shares during the year under review.

5. Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries.

6. 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.

7. The Company is not required to submit Business Responsibility Report in pursuance of clause 55 of the Listing Agreement.

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

The Company has set up an Internal Complaints Committee (ICC) for providing a Redressal Mechanism pertaining to Sexual Harassment of Women employees at workplace. There was no complaint received during the year under review.

31. NOMINATION AND REMUNERATION COMMITTEE AND STAKE HOLDERS RELATIONSHIP COMMITTEE

The Company have duly constituted Nomination and Remuneration Committee and Stake Holders Relationship Committee.

The details of Nomination and Remuneration Committee meeting held during the year 2014-15.

Sr. Name of Director(s) Acting in the Dates of Nomination and Remuneration Committee No. Committee Meetings during 2014-15 as 29/05/2014 20/09/2014 07/02/2015

1 Shri. B V Dholakia Chairman Attended Attended Attended

2 Shri. D D Kanitkar Member Attended Attended Attended

3 Shri. C G Cholera Member Attended Attended Attended

32. ACKNOWLEDGEMENT

Your Directors place on record their sincere thanks to bankers, business associates, consultants, and various Government Authorities for their continued support extended to your Companies activities during the year under review. Your Directors also acknowledges gratefully the shareholders for their support and confidence reposed on your Company. For and on behalf of the Board

Place : Mumbai

Date : 11th August, 2015 (Director) (Managing Director)

---

Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting their 37th Annual Report and Audited Accounts of the Company for the financial year ended 31st March, 2014.

1. FINANCIAL RESULTS (Rs. in Lacs)

Yearended Year ended 31-03-2014 31-03-2013

Sales and other income 4317.76 4421.88

Less : Excise Duty 467.09 486.36

Sales and Other Income (Net) 3850.67 3935.52

Profit before depreciation and tax (including deferred tax) 410.64 596.94

Profit after depreciation and tax 239.39 358.77

Add: Profit brought forward from previous year 549.63 364.33

Less : (i) Prior period adjustment 2.49 (12.93)

(ii) Extra Ordinary Item 1.46 -

Profit available for appropriation 785.07 710.17

Appropriations :

Proposed Dividend 64.45 85.94

Tax on Proposed Dividend 10.45 14.60

Transfer to General Reserve 40.00 60.00

Profit carried to Balance Sheet 670.15 549.63

2. DIVIDEND

Your Directors are pleased to recommend a dividend of Rs.1.20 (12%) per equity share for the year 2013-14 (Previous year Rs.4.00 per equity share i.e.40%), subject to the approval of shareholders. This works out to 25% Dividend on the Pre-Bonus Capital. If approved, the dividend will absorb Rs.74.90 Lacs, including Corporate Dividend Tax.

3. TRANSFER TO RESERVES

The Company proposes to transfer Rs.40.00 Lacs to the General Reserve. An amount of Rs.670.15 Lacs is proposed to be retained in the profit and loss account.

4. OPERATING PERFORMANCE

* Business in the Financial Year 2013-14 was impacted by general slow down in the economy resulting in sluggish manufacturing activity in Company''s several client industries.

* Consequently competition sharpened in the market place depressing Company''s margin significantly although total drop in sales (3850.67 Lacs) was very marginal at 2% compared to sales (3935.52 Lacs) in the previous year.

5. OUTLOOK

(i) Around the close of FY 2013-14 raw material prices rose though not significantly. In the first quarter ended 30th June 2014, overall business scenario has not shown any perceptible improvement over the previous year.

(ii) To counter and overcome the challenging business climate, Your Company has reworked its internal performance efficiency parameters as also focused marketing strategy.

(iii) The said measures are expected to improve working results in the subsequent quarters of the current Financial Year.

6. DIRECTORS

In accordance with the provisions of the Companies Act 2013, Shri.C.G.Cholera is due to retire at the conclusion of the forthcoming Annual General Meeting and being eligible, offers himself for re-appointment.

7. FIXED DEPOSITS

Out of the total fixed deposits with the Company, all deposits due for repayment as on 31st March 2014, were as desired by the depositors, either repaid or renewed.

8. CONSERVATION OF ENERGY, TECHNOLOGY ABSORBTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO.

CONSERVATION OF ENERGY :

(A) Energy conservation measures undertaken :-

i. The Company is getting the benefit of Energy Saving from the installation of energy efficient equipment / machinery, imported from China wherever the same is installed in the production area.

(B) Technology absorption and upgradation :-

Company continues to engage with experts for assistance in drawing and working on prioritized areas to work out process improvements and up-gradation of technology as an on-going activity.

9. CORPORATE SOCIAL RESPONSIBILITY

Although it is not mandatory for Your Company to adopt and follow Government guidelines for Corporate Social Responsibility (CSR), Your Company has voluntarily chosen in the first instance, two broad areas to focus its CSR activities.

1. Continuous efforts towards energy conservation initiatives.

2. Environmental protection and to this end Your Company is already a Zero Discharge Unit fulfilling the norms set under Pollution Control law for being recognized as such.

10. PARTICULARS OF EMPLOYEES

In accordance with provisions of section 217 (2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975, as amended, the particulars of employees are not given as none of the employees has drawn remuneration in excess of the limits set therein.

11. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to section 134(c) of the Companies Act 2013, the Directors confirm that:-

a. In the preparation of the Annual Accounts, the applicable accounting standards have been followed.

b. Appropriate accounting policies have been selected and applied consistently and judgments and estimates made are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year ended 31st March, 2014 and the Profit for the year ended 31st March, 2014.

c. Proper and sufficient care has been taken 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. The Annual Accounts have been prepared on a going concern basis.

12. APPOINTMENT OF AUDITORS

M/s. D.N. Shukla & Co., the Auditors of the Company will retire in the forthcoming Annual General Meeting and are eligible for reappointment. The members are requested to appoint the Auditors and fix their remuneration.

13. CORPORATE GOVERNANCE AND CORPORATE SOCIAL RESPONSIBILITY

Provisions of Clause 49 of the Listing Agreement are applicable to the Company. The Company prepares quarterly unaudited financial results and submits the same to the Bombay Stock Exchange. The Company has constituted committees to deal with Investor Grievance and Share Transfers.. There are two independent Directors. Board meetings are convened at regular intervals with proper notice and backgrounds sent to all the Directors before time. The Chairman is elected at every Board Meeting. The Company is also availing the services of Company Secretary in whole time practice to ensure compliance under Company Law, SEBI, Listing Agreement and relevant corporate laws as applicable. Guidelines for Corporate Social Responsibility have also been implemented and reported under separate heading in this report. Most of the Voluntary Corporate Guidelines issued by the Ministry of Corporate Affairs are complied with.

14. COMPLIANCE CERTIFICATE

As required under Section 383A of the Companies Act, 1956 and rules framed thereunder the Company has obtained the Compliance Certificate from the whole time Company Secretary in practice and the same is attached to this report and forms part of this report.

16. HUMAN RESOURCES AND INDUSTRIAL RELATIONS

Your Company continues to maintain amicable and harmonious relations with all levels of its workforce.

17. ACKNOWLEDGEMENT

Your Directors wish to place on record their sense of satisfaction and appreciation of the wholesome support and co-operation from the Company''s bankers, customers and suppliers.

For and on behalf of the Board

Place : Mumbai C.G. Cholera J. C. Bhatia Date : 9th August, 2014 Director Managing Director

---

Mar 31, 2013

TO THE MEMBERS

The Directors have pleasure in presenting their 36th Annual Report and Audited Accounts of the Company for the financial year ended 31 st March, 2013.

1. FINANCIAL RESULTS

(Rs. in Lacs)

Year ended Year ended 31-03-2013 31-03-2012

Sales and other income 4421.88 3311.97

Less: Excise Duty 486.36 298.76

Sales and Other Income (Net) 3935.52 3013.21

Profit before depreciation and tax (including deferred tax) 596.94 485.50

Profit after depreciation and tax 358.77 304.48

Add: Profit brought forward from previous year 364.33 185.83

Less :(i) Prior period adjustment (12.93) (1.07)

Profit available for appropriation 710.17 489.24

Appropriations:

Proposed Dividend 85.94 64.45

Tax on Proposed Dividend 14.60 10.46

Transferto General Reserve 60.00 50.00

Profit carried to Balance Sheet 549.63 364.33



2. DIVIDEND

Your Directors are pleased to recommend a dividend of Rs. 4 (40%) per equity share for the year 2012-13 (Previous year Rs.3.00 per equity share i.e.30%), subject to the approval of shareholders. If approved, the dividend will absorb Rs.100.54 Lacs, including Dividend Distribution Tax.

3. TRANSFER TO RESERVES

The Company proposes to transfer Rs. 60.00 Lacs to the General Reserve. An amount of Rs. 549.63 Lacs is proposed to be retained in the profit and loss account.

4. OPERATING PERFORMANCE

- Operating Revenue increased by 30% in the year ended 31st March, 2013. It increased to Rs. 3,935 Lacs from Rs.3,013 Lacs in the previous year.

- Profit Before Tax was up by 24% from Rs. 449 Lacs in the previous yeartoRs. 557 Lacs.

5. OUTLOOK

While the year 2013-14 opened with a comfortable order book, the impact of cost push caused by raw materia! price rise rather rapidly was immediately felt.

Signs of sluggishness in the business scenario as a result of general economic slowdown are there and the Company Management is fully alert and is putting in place a very concerted policy cum action approach to mitigate their adverse impact to the maximum extent possible.

Inspite of the aforesaid volatility in the business climate generally, your Directors are confident that the Company''s robust financial health aided by sound management measures will bring about satisfactory results in the current Financial Year 2013-14.

6. DIRECTORS

In accordance with the provisions of the Companies Act, 1956, and the Articles of Association of the Company, Shri. B.V. Dholakia and Shri. D.D.Kanitkar are due to retire at the conclusion of the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment.

7. FIXED DEPOSITS

Out of the total fixed deposits with the Company, all deposits due for repayment as on 31st March 2013 were, as desired by the depositors, either repaid or renewed.

8. CONSERVATION OF ENERGY, TECHNOLOGY ABSORBTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO.

CONSERVATION OF ENERGY:

(A) Energy conservation measures undertaken :-

i. The Company has been availing of Energy Saving benefits from the installation of energy efficient equipment / machinery, imported from China and installed in the Blanks Department.

ii. The Company is arranging the carrying out of Energy Audit for identifying all items of Plant and Machinery with a view to draw and implement focused energy conservation programme.

(B) Technology absorption and upgradation :-

i. Company continues to be engaged with experts for assistance in drawing and working on prioritized areas to work out process improvements on a continuous basis.

ii. Upgradation of technology

As mentioned in the previous Directors'' Report exercise towards procurement of new equipment with upgraded features commensurate with higherand better technology standards is continuing.

(C) FOREIGN EXCHANGE EARNINGS AND OUTGO:

Concerted efforts to promote exports in select areas have resulted in materializing of an export order for USD 30000 to a Middle East country in the current Financial Year 2013-14 and the Company hopes this will auger well for further exports to that and other countries in that region in future.

(Rs. in Lacs)

2012-13 2011-12

Foreign Exchange earned 1.49 39.20

Foreign Exchange outgo 819.26 792.79

9. CORPORATE SOCIAL RESPONSIBILITY

Although it is not mandatory for Your Company to adopt and follow Government guidelines for Corporate Social Responsibility (CSR), Your Company has voluntarily chosen in the first instance, two broad areas to focus its CSR activities.

1. Continuous efforts towards energy conservation initiatives.

2. Environmental protection and to this end Your Company is already a Zero Discharge Unit fulfilling the norms set under Pollution Control law for being recognized as such.

10. PARTICULARS OF EMPLOYEES

In accordance with provisions of section 217 (2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975, as amended, the particulars of employees are not given as none of the employees has drawn remuneration in excess of the limits set therein.

11. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to section 217 (2AA) of the Companies Act, 1956, the Directors confirm that:-

a. In the preparation of the Annual Accounts, the applicable accounting standards have been followed.

b. Appropriate accounting policies have been selected and applied consistently and judgments and estimates made are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year ended 31 st March, 2013 and the Profit for the year ended 31st March, 2013.

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

d. The Annual Accounts have been prepared on a going concern basis.

12. APPOINTMENT OF AUDITORS

M/s. D.N. Shukla & Co., the Auditors of the Company will retire in the forthcoming Annual General Meeting and are eligible for reappointment. The members are requested to appoint the Auditors and fix their remuneration.

COST AUDITOR

Pursuant to the provisions of Section 224 (1B) read with Section 233 B of the Companies Act, 1956, the Company has appointed Shri. Pradip M. Damania, Cost Accountant as Cost Auditors of the Company for the Financial Year 2012-13 and 2013-14.

13. CORPORATE GOVERNANCE AND CORPORATE SOCIAL RESPONSIBILITY

Provisions of Clause 49 of the Listing Agreement are not applicable to the Company. The Company prepares quarterly unaudited financial results and submits the same to the Bombay Stock Exchange. The Company has constituted committees to deal with Investor Grievance and Share Transfers. There are two independent Directors. Board meetings are convened at regular intervals with proper notice and backgrounds sent to all the Directors before time. The Chairman is elected at every Board Meeting. The Company is availing the services of Company Secretary in whole time practice to ensure compliance under Company Law, SEBI, Listing Agreement and relevant corporate laws as applicable. Guidelines for Corporate Social Responsibility have also been implemented and reported under separate heading in this report. Most of the Voluntary Corporate Guidelines issued by the Ministry of Corporate Affairs are complied with.

14. COMPLIANCE CERTIFICATE

As required under Section 383Aof the Companies Act, 1956, and rules framed thereunderthe Company has obtained the Compliance Certificate from the whole time Company Secretary in practice and the same is attached to this report and forms part of this report.

15. GREEN INITIATIVE

The Company is geared to start transmitting Annual Report through electronic mode—email to the shareholders who opt to receive the same through electronic mode and thereby reduce consumption of paper.

16. HUMAN RESOURCES AND INDUSTRIAL RELATIONS

Your Directors are happy to report that the Company has maintained very cordial relations with its employees. The Management is committed to fortify such relations at all levels of its human resource talent.

17. ACKNOWLEDGEMENT

Your Directors wish to acknowledge their appreciation of the valuable contribution by all sections of the Company''s workforce. Your Directors also wish to place on record their appreciation of the continuous support received from the Company''s bankers, customers and suppliers.

For and on behalf of the Board

Place: Mumbai C.G. Cholera J. C. Bhatia

Date: 27th July, 2013 Director Managing Director

---

Mar 31, 2012

The Directors have pleasure in presenting the 35th Annual Report and Audited Accounts of the Company for the financial year ended 31st March, 2012.

1. FINANCIAL RESULTS

(Rs.in Lacs)

Year ended Year ended 31-03-2012 31-03-2011

Sales and other income 3,311.97 2,750.56

Less : Excise Duty 298.76 244.46

Sales and Other Income (Net) 3013.21 2,506.10

Profit before depreciation and tax (including deferred tax) 485.94 399.21

Profit after depreciation and tax 304.48 247.87

Add: Profit brought forward from previous year 185.83 54.23

Less: (i) Prior period adjustment (1.07) (3.64)

Profit available for appropriation 489.24 298.46

Appropriations:

Proposed Dividend 64.45 53.71

Tax on Proposed Dividend 10.46 8.92

Transfer to General Reserve 50.00 50.00

Profit carried to Balance Sheet 364.33 185.83

2. DIVIDEND

Your Directors are pleased to recommend payment of dividend of Rs. 3/- (30%) per equity share of Rs. 10/- each for the year 2011-12, subject to the approval of shareholders (Previous year Rs. 2.50, i.e., 25%). If approved, the dividend will absorb Rs. 74.91 Lacs (inclusive of distribution tax on dividend).

3. TRANSFER TO RESERVE

The Company proposes to transfer Rs. 50.00 Lacs to the General Reserve and an amount of Rs. 364.33 Lacs is proposed to be retained in the profit and loss account.

4. PERFORMANCE AND PROSPECTS

Performance:

- The year 2011-12 closed with an increase of 20% in sales & other income (Rs. 3013 Lacs) compared to the previous year (Rs. 2506 Lacs).

- The operating profit before tax was up by 20% from Rs. 373 Lacs to Rs. 449 Lacs and profit after tax was up by 24% from Rs. 244 Lacs to Rs. 303 Lacs.

Prospects:

- The year 2012-13 holds promise of registering impressive overall growth despite some sectors to which Your Company caters showed signs of sluggishness in the first quarter.

- The raw material availability and pricing has since stabilized and this should reflect positively in the 2012-13 performance.

- As mentioned in the previous Report, for capacity enhancement some of the equipment already ordered has since arrived and has been commissioned. Capital equipment additions for sustained growth together with focus on quality up-scaling is a continuous effort and Your Company is well set in that direction.

5. APPROVALS FROM GUJARAT POLLUTION CONTROL BOARD

In support of its growth and expansion programme the Company has since received NOC and CONSENT from Gujarat Pollution Control Board,under the Environment Protection and other Allied Laws for setting up production facilities for tonnages which are more than 200% increase over the earlier sanctioned tonnages.

6. DIRECTORS

Your Directors wish to report with profound regret, the demise of Shri. S.S. Kumar, a longtime Director and Ex- Chairman of the Company. Shri. Kumar was a Director of the Company for 27 years from 1981 to 2008. Throughout his association with the Company he ever so willingly extended his unstinted support and wise counsel in the key affairs of the Company Management. He was an Advocate of the Supreme Court and highly respected expert in Company Law and Corporate Affairs.

Your Directors wish to place on record their deep appreciation and acknowledge the valuable services rendered by Shri. Kumar throughout the years of his association with Rapicut.

Shri. K.S. Joshi resigned as Director from 22nd October, 2011. The Board places on record its appreciation of the valuable services rendered during his tenure as Director and for the contribution to the deliberations of the Board.

In accordance with the provisions of the Companies Act 1956, and the Articles of Association of the Company, Shri. L.M. Bijlani and Shri. J.C. Bhatia are due to retire at the conclusion of the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment.

7. FIXED DEPOSITS

Out of the total fixed deposits with the Company, all deposits due for repayment as on 31st March, 2012 were, as desired by the depositors, either repaid or renewed.

8. CONSERVATION OF ENERGY, TECHNOLOGY ABSORBTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO. CONSERVATION OF ENERGY:

(A) Energy conservation measures undertaken:-

1. The Company continuous to reap Energy Saving benefits from the installation of Mechanical Automatic Press installed last year.

2. The Company is working towards stabilizing the running of new De-waxing cum Sintering Furnace and once this is accomplished, the power consumption will reduce significantly.

(B) Technology absorption and upgradation:-

1. After putting into practice recommendation of local experts, modifications have been carried out in certain equipment and process parameters. These measures have resulted in significant improvement in productivity and reduced energy consumption.

2. Upgradation of Technology

The Company continues to act on two pronged strategy, ensuring in the first instance that the processes in practice are upgraded on a continual basis. Secondly, aiming that procurement of new equipment, whenever required, lends itself to yielding benefits commensurate with upgraded technology.

(C) FOREIGN EXCHANGE EARNINGS AND OUTGO:

Focused initiatives to promote exports have borne fruit and the same is seen in the export performance at the very start of the current financial year 2011-12, in which export of Rs.39.20 Lacs was registered which works out to 27.03% growth over the corresponding previous year 2010-11 in which export of Rs.30.86 Lacs was achieved.

(Rs. in Lacs) 2011-2012 2010-2011

Foreign Exchange earned 39.20 30.86

Foreign Exchange outgo 792.79 1100.95

9. CORPORATE SOCIAL RESPONSIBILITY

Although it is not mandatory for Your Company to adopt and follow Government guidelines for Corporate Social Responsibility (CSR), Your Company has voluntarily chosen in the first instance, two broad areas to focus its CSR activities.

1) Continuous efforts towards energy conservation initiatives.

2) Environmental protection and to this end Your Company is already a Zero Discharge Unit fulfilling the norms set under Pollution Control law for being recognized as such.

10. PARTICULARS OF EMPLOYEES

In accordance with provisions of section 217 (2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975, as amended, the particulars of employees are not given as none of the employees has drawn remuneration in excess of the limits set therein.

11. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to section 217 (2AA) of the Companies Act, 1956, the Directors confirm that:-

a. In the preparation of the Annual Accounts, the applicable accounting standards have been followed.

b. Appropriate accounting policies have been selected and applied consistently and judgments and estimates made are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year ended 31st March, 2012 and the Profit for the year ended 31st March, 2012.

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

d. The Annual Accounts have been prepared on a going concern basis.

12. APPOINTMENT OF AUDITORS

M/s. D.N. Shukla & Co., the Auditors of the Company will retire in the forthcoming Annual General Meeting and are eligible for reappointment. The members are requested to appoint the Auditors and fix their remuneration.

13. COMPLIANCE CERTIFICATE

As required under Section 383A of the Companies Act, 1956 and rules framed thereunder the Company has obtained the Compliance Certificate from the whole time Company Secretary in practice and the same is attached to this report and forms part of this report.

The Company has also taken appropriate steps to obtain compliance certificate within the prescribed period pursuant to the amendments with relation to cost records [Sec. 209 (i)(d)] and Cost Audit (sec. 233 B) of the Companies Act, 1956.

14. GREEN INITIATIVE

Members are requested to provide their details viz, Name, Folio No. / Client ID and e-mail address on the Company's e-mail address [e-mail] to enable the Company to act on the "Green Initiative" effort launched by the Ministry of Corporate Affairs, Government of India, through their various Circulars.

15. HUMAN RESOURCES AND INDUSTRIAL RELATIONS

Your Directors are happy to report that the Company has maintained very cordial relations with its employees. The Management is committed to fortify such relations at all levels of its human resource talent.

16. ACKNOWLEDGEMENT

Your Directors wish to acknowledge their appreciation of the valuable contribution by all sections of the Company's workforce. Your Directors also wish to place on record their appreciation of the continuous support received from the Company's bankers, customers and suppliers.

For and on behalf of the Board

Place: Mumbai C.G. Cholera J. C. Bhatia

Date: 28th July, 2012 Director Managing Director

---

Mar 31, 2010

The Directors have pleasure in presenting the 33rd Annual Report and Audited Accounts of the Company for the financial year ended 31st March, 2010.

1. FINANCIAL RESULTS

(Rs.in Lacs)

Year ended Year ended 31-03-2010 31-03-2009

Sales and other income 2,236.57 1,917.92

Less : Excise Duty 157.74 211.70

Sales and Other Income (Net) 2,078.83 1,706.22

Profit before depreciation and tax (including deferred tax) 279.20 169.74

Profit after depreciation and tax 174.13 107.07

Add: Profit brought forward from previous year 24.11 2.27 Less: (i) Prior period adjustment (-) 4.94 (-) 2.52

(ii) Short provision of tax for earlier years 6.18 (-) 2.55

Profit available for appropriation 199.48 104.27

Appropriations:

Proposed Dividend 38.67 25.78

Tax on Proposed Dividend 6.57 4.38

Transfer to General Reserve 100.00 50.00

Profit carried to Balance Sheet 54.23 24.11

2. DIVIDEND

Your Directors are pleased to recommend a higher dividend of 18% for the year 2009-10. At this time your Company enjoys quite sound and stable financial health. But in determining the dividend pay-out your Directors have been guided by the resolve to pay dividend with focus on sustainable long term performance. If approved, the dividend will amount to Rs. 45.24 lacs including dividend distribution tax.

3. TRANSFER TO RESERVE

The Company proposes to transfer Rs. 100.00 Lacs to the General Reserve and an amount of Rs. 54.23 Lacs is proposed to be retained in the profit and loss account.

4. PERFORMANCE & PROSPECTS

The year 2009-10 must be regarded as a year of highly satisfactory performance on many counts, viz.

- The operating profit before tax increased by 73%, from Rs. 1.47 Crores to Rs. 2.54 Crores. The profit after tax increased by 63% from Rs. 1.07 Crores to Rs. 1.74 Crores.

- The Companys customer reach expanded significantly. Business from existing customers registered appreciable surge and a good number of new customers were added.

- At the close of 2009-10 the order book was extremely healthy, a clear indication that the year 2010-11 should carry the growth momentum with promising results.

- This is borne out by the 1st Quarter ended 30th June, 2010 results. Net sales at Rs. 5.59 Crores are higher by 31% and net profit at Rs. 63.00 Lacs is higher by 58% compared with corresponding figures for the same quarter of the previous year.

5. GROWTH CUM MODERNISATION PLANS

The Company has already drawn and initiated measures to expand capacity and widen the product spread. An investment plan of close to Rs. 3.00 Crores has been drawn for 2010-11 and 2011-12. New machinery already ordered will be one of the latest in performance features and result in highly cost effective output, while at the same time help achieve quantum jump in the capacity for producing Companys fast moving mining products.

The additions in equipment planned for 2011-12 will enable the Company to produce high value added finished tools and also achieve self-sufficiency in the production of such tools for captive consumption. Out of the said investment Rs. 1.75 Crores will be spent in 2010-11.

The said investments will be funded in part through bank term loans and partly from internal accruals.

6. DIRECTORS

Shri. J.C. Bhatia and Shri. L.M. Bijlani, retire by rotation and being eligible, offer themselves for re-appointment.

7. FIXED DEPOSITS

Out of the total fixed deposits with the Company, all deposits due for repayment as on 31st March, 2010 were, as desired by the depositors, either repaid or renewed.

8. CONSERVATION OF ENERGY, TECHNOLOGY ABSORBTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The Management is continuing its focus on deriving benefits on a sustained basis from all the measures initiated in the past and new initiatives taken in the previous year viz:

CONSERVATION OF ENERGY:

Company has taken various measures to conserve energy in the energy intensive sections in the plant and these coupled with all the measures already taken by the Company in the past are yielding significant gains.

UPGRADATION OF TECHNOLOGY:

As mentioned in the earlier Reports, Company has put into practice several suggestions by experts to carry out refurbishing certain equipment by carrying out modifications leading to upgradation in a very significant manner. These measures have contributed to increase in productivity and measurable cost effectiveness.



FOREIGN EXCHANGE EARNINGS AND OUTGO:

(Rs. in Lacs) 2009-2010 2008-2009

Foreign Exchange earned 37.60 17.22

Foreign Exchange outgo 1034.94 687.89



9. PARTICULARS OF EMPLOYEES

In accordance with provisions of section 217 (2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975, as amended, the particulars of employees are not given as none of the employees were in receipt of remuneration of Rs.24 Lacs or more for 12 months.

10. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to section 217 (2AA) of the Companies Act 1956, the Directors confirm that:

a. In the preparation of the Annual Accounts, the applicable accounting standards have been followed.

b. Appropriate accounting policies have been selected and applied consistently and judgments and estimates made are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year ended 31st March, 2010 and the Profit for the year ended 31st March, 2010.

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

d. The Annual Accounts have been prepared on a going concern basis.

11. APPOINTMENT OF AUDITORS

M/s. D.N. Shukla & Co., the Auditors of the Company will retire in the forthcoming Annual General Meeting and are eligible for reappointment. The members are requested to appoint the Auditors and fix their remuneration.

12. COMPLIANCE CERTIFICATE

As required under Section 383A of the Companies Act, 1956 and rules framed thereunder the Company has obtained the Compliance Certificate from the whole time Company Secretary in practice and the same is attached to this report and forms part of this report.

13. HUMAN RESOURCES AND INDUSTRIAL RELATIONS

Your Directors are happy to report that the Company has maintained very cordial relations with its employees. The Company has recently signed new wage settlement for a period of 3 years in a mutually understanding atmosphere. This will bring about improvement in productivity wherever agreed. The Management is committed to nurturing human relations at all levels of its human resource talent.

14. ACKNOWLEDGEMENT

Your Directors place on record their appreciation of the continuous support received from the Companys bankers, customers and suppliers.

For and on behalf of the Board

Place: Mumbai L. M. Bijlani J. C. Bhatia

Date: 30th July, 2010 Director Managing Director