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A Oneindia Venture

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Directors Report of Roto Pumps Ltd.

Mar 31, 2025

Your Directors have pleasure in presenting their Fiftieth Annual Report of your Company together with the Audited Financial Statements for the
financial year ended March 31,2025.

FINANCIAL PERFORMANCE

Your Company''s financial performance for the year under review along with the previous year''s figure is given hereunder:

Amount ? in Lakhs

Particulars	Financial year ended
Particulars	March 31, 2025	March 31,2024
Revenue from Operations	24,036.81	22,980.49
Other Income	339.17	464.71
Total Income	24,375.98	23,445.20
Profit / (loss) before finance costs, depreciation and taxation	5,882.29	6,337.91
Less: Finance Costs	323.39	381.17
Depreciation	1,581.02	1,122.47
Profit before Taxation	3,977.88	4,834.27
Less: Taxation	899.36	1,208.99
Profit after tax	3,078.52	3,625.28
Add: Other Comprehensive Income	(83.49)	(55.98)
Total Comprehensive Income for the year	2,995.03	3,569.30

DIVIDEND

Your Company has a robust track record of rewarding its shareholders
with a generous dividend pay-out. During the year under review, the
Board of Directors in its meeting held on May 17, 2025, recommend a
final dividend of ? 0.80/- per equity share of ? 1/- each i.e. 80% for the
financial year ended March 31,2025. The final dividend, if approved by
the shareholders of the Company at ensuing Annual General Meeting
(AGM), would involve cash outflow of ? 502.52 lakhs and will be paid
with deduction of tax at source to the shareholders, as applicable.

The dividend pay-out is in accordance with the Company''s Dividend
Distribution Policy. The Policy is available on the Company''s website
https://www.rotopumps.com/investors/policies/.

TRANSFER TO RESERVES

The Board of Directors does not propose to transfer any amount to the
reserves for the financial year ended March 31,2025.

SHARE CAPITAL

During the year under review, your Company had sub-divided its
equity shares from the nominal value of ? 2/- (Rupees two only) each
into a nominal value of ? 1/- (Rupee one only) each per Equity share. As
a result, the Authorized share capital of the Company as on March 31,
2025 has been ? 10,00,00,000 (Rupees ten crores only) comprising of
10,00,00,000 (Ten crores) Equity shares of ? 1/- (Rupee one only) each
and issued, subscribed and paid-up share capital of the Company has
been ? 6,28,15,220 (Rupees six crore twenty eight lakh fifteen thousand
two hundred twenty only) comprising of 6,28,15,220 (Six crore twenty
eight lakh fifteen thousand two hundred twenty only) equity shares of
? 1/- (Rupee One Only) each.

During the year under review, your Company has rectified its issued
share capital by cancelling 46,500 equity shares (after sub-division from
9,300 equity shares of ? 10/- each to 46,500 equity shares of ? 2/- each)
which were allotted against forged Stock Invest and the application
money had remained unpaid. The said rectification was necessitated
to reflect the correct issued share capital in sync with the paid-up share
capital of your Company.

After closure of the financial year on March 31, 2025, your Company
has issued two fully paid-up bonus equity shares of ? 1/- each for each
fully paid-up equity shares of ? 1/- each held in the Company by way
of capitalization equivalent amount from share premium account and
retained earnings and hence, the paid-up share capital of the Company
increased to ? 18,84,45,660 comprising of 18,84,45,660 (Eighteen crore
eighty four lakhs forty five thousand six hundred sixty only) equity
shares of ? 1/- (Rupee One Only) each. In order to facilitate such issue
of bonus equity shares, the authorized share capital of the Company
has also been increased to 20,00,00,000 (Rupees twenty crores only)
comprising of 20,00,00,000 (Twenty crores) Equity shares of ? 1/-
(Rupee one only).

Your Company has not issued shares with differential voting rights
or SR equity shares. It has neither issued employee stock options nor
any sweat equity shares and does not have any scheme to fund its
Employees to purchase the shares of the Company.

CREDIT RATINGS

During the year, your Company has sustained its long-term bank
facilities credit rating of CRISIL A- and CRISIL A2 for long term
borrowings and short-term borrowings of the Company respectively.
During the year, the outlook for long term rating is revised from Positive
to Stable. The rating indicates the Company''s discipline for its prudent
financial management and its ability regarding timely servicing of
financial obligation.

INVESTOR EDUCATION AND PROTECTION FUND

In terms of the provisions of Section 124(5) of the Companies Act, 2013
and Rule 3 of the Investor Education and Protection Fund Authority
(Accounting, Audit, Transfer and Refund) Rules, 2016, the un-claimed
dividend relating to the financial year 2016-17 has been remitted to
the Investor Education and Protection Fund (IEPF) established by the
Central Government. This involved transfer of ? 1,29,993.60/- unclaimed
dividend and 19,050 shares of ? 1/- each on which dividend had been
unclaimed for seven consecutive years.

The un-claimed dividend for further years would become due for transfer to IEPF per below details-

Sl.	Financial Year	As on 31.07.2025		Due date for Transfer to IEPF
Sl.	Financial Year	Cases	Amount in ?	Due date for Transfer to IEPF
1	2017-18	454	99,350	5-Nov-25
2	2018-19	310	77,862	4-Nov-26
3	2019-20-Interim	320	46,424	18-Mar-27
4	2020-21-Interim	293	1,92,074	7-May-28
5	2020-21-Final	211	38,501	5-Nov-28
6	2021-22	178	2,55,209	5-Nov-29
7	2022-23	167	2,32,528	4-Nov-30
8	2023-24	504	5,99,295	4-Nov-31

Further, in terms of the provisions of Section 124(6) of the Companies
Act, 2013, and Rule 6 of the Investor Education and Protection Fund
Authority (Accounting, Audit, Transfer and Refund) Rules, 2016,
shares related to the dividend, which would be transferred to Investor
Education and Protection Fund as stated above, on which dividend
for consecutive seven years remained unclaimed / unpaid, would also
become due for transfer to the IEPF on the said date.

The Company Secretary is nominated as the Nodal Officer for issues
relating to the Investor Education and Protection Fund. The Nodal
Officer may be contacted at investors@rotopumps.com.

Details of un-claimed dividend are available on the Company''s website
at https://www.rotopumps.com/unclaimed-dividend-shares/ under
investors section.

YEAR IN RETROSPECT

Your Company has achieved an Income from Operations of ? 24,036.81
lakhs against previous year''s ? 22,980.49 lakhs registering a growth
of 4.60%. Domestic sales were ? 9,549.87 lakhs as compared to ?
9,870.36 lakhs, which had been slightly lower. Export sales were ?
14,486.94 lakhs as compared to ? 13,110.13 lakhs, having an increase of
10.50% over last year. Export sales includes ? 7,836.31 lakhs, sales from
Overseas Marketing Outlets in United Kingdom and Australia. Revenue
from exports constituted 60.26% of the total revenue from operations
against 57.05% during the previous financial year. Your company
earned other income of ? 339.17 lakhs as compared to ? 464.71 during
the previous financial year. Your Company has registered a profit after
tax of ? 3,078.52 lakhs against ? 3,625.28 lakhs during the previous
financial year.

OUTLOOK

Your Company remains focused to increase its market share in all the
key markets, where it operates, to achieve significant growth in topline
which would also result in better bottom-line. Your Company has a
strong manufacturing and marketing infrastructure with presence
in seven continents besides strong Research & Development setup,
experienced and motivated Manpower.

The time ahead for your company is cautiously optimistic, with clear
opportunities emerging across industrial and infrastructure sectors. As
global industriesâsuch as oil & gas, wastewater treatment, chemicals,
and food processingâseek reliable and energy-efficient fluid handling
solutions, the demand for high-performance screw pumps would be
rising. India''s growing reputation as a cost-effective and technically
capable manufacturing hub positions Indian exporters well, especially
as global buyers diversify sourcing beyond traditional markets.
Government support through export incentives, FTAs, and initiatives
like Make in India further enhances competitiveness. The ongoing tariff
war is an eminent threat for your Company''s export to US. However,
it would have mixed impact as your Company''s market is highly
diversified.

Medium term growth would be led by new businesses of downhole
pumps and solar pumping systems, which would substantially

contribute to business growth. Introduction of new products,
''Roto P Range Pumps'' in the existing product line would improve
your Company''s ability to penetrate in major sectors such as food &
beverages, mining etc. In line with your Company''s vision, medium
term focus is to attain a revenue of USD 100 million by Y2028 and the
long-term focus would be to attain a prominent position and to be
among the first five Global Positive Displacement Pump Manufacturer.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company and its
subsidiaries have been prepared in accordance with the Indian
Accounting Standard (Ind AS) 110 notified by the Ministry of Corporate
Affairs, Government of India and form part of the Annual Report.

The annual accounts of the subsidiaries and related information are
kept at the Registered Office of the Company, as also at the registered
offices of the respective subsidiary companies and will be available to
investors seeking information at any time.

PERFORMANCE OF THE SUBSIDIARY COMPANIES

a. Roto Pumps GmbH - a wholly owned subsidiary in
Germany engaged in the business of sales and marketing
of the Company''s products in German region to service the
Customers more effectively. During the year under review, the
subsidiary has achieved a sales turnover of EURO 3,843,112
and earned a profit after tax of Euro 157,642.

b. Roto Pumps Americas, Inc. - a wholly owned subsidiary in
USA which has an operating wholly owned subsidiary in the
name and style of Roto Pumps North America, Inc. engaged in
the business of sales and marketing of Company''s products in
American region. During the year under review, the operating
subsidiary has achieved a sales turnover of USD 5,335,596 and
earned a profit after tax of USD 466,830.

c. Roto Overseas Pte. Ltd. - a wholly owned subsidiary in
Singapore which has operating subsidiaries per below-

i. Roto Pumps (Africa) Pty Ltd, a subsidiary (74.995%)
in South Africa, engaged in the business of sales and
marketing of pumps and parts of pumps in the African
Region. During the year under review, the subsidiary
achieved a sales turnover of Rand 25,718,595 and
incurred a loss of Rand 1,338,294. The figures are
based on the restated financial statement due a fraud
reported after issue of audited consolidated financial
statements on May 17, 2025, details of the same are
given hereinafter in this Annual Report.

ii. Roto Pumps (Malaysia) Sdn. Bhd., a wholly owned
subsidiary in Malaysia, engaged in the business of
sales and marketing of the Company''s products in
Malaysia, Indonesia and Singapore. During the year
under review, the subsidiary has achieved sales
turnover of MYR 8,216,908 and profit after tax of MYR
874,660.

d. Roto Energy Systems Ltd. - a wholly owned subsidiary in
India, incorporated to carry on the business of solar pumping
systems. During the year under review, the subsidiary has
achieved sales turnover of ? 125.27 lakhs and incurred a loss
of ? 436.03 lakhs.

e. Roto Pumps Mena FZE - a wholly owned subsidiary in UAE
was setup to cater the MENA region. a company engaged in
the business of sales and marketing of Company''s products in
the MENA region. During the year, the subsidiary has achieved
a sales turnover of AED 2,934,757 and profit after tax of AED
240,842.

A statement containing the salient features of financial
statements of the subsidiary companies in the prescribed
Form AOC-1 is annexed as per Annexure - A.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The details of the Loans, Guarantees and Investments have been
disclosed in the note no. 40 of the standalone financial statements,
forming a part of this Annual Report.

DEPOSITS

During the year under review, your Company has not accepted any
deposits within the meaning of Sections 73 and 74 of the Act read with
the Companies (Acceptance of Deposits) Rules, and as such no amount
of principal or interest thereon was unpaid or unclaimed as on March
31, 2025.

RELATED PARTY TRANSACTIONS

All Related Party Transactions that were entered into by your Company
during the year under review were on an arm''s length basis and in the
ordinary course of business and were in compliance with the applicable
provisions of the Companies Act, 2013 (''the Act'') and Securities
and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015. There were no materially significant
Related Party Transactions made by your Company during the year
that would have required Shareholder approval under Regulation 23
of securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015.

Prior omnibus approval of the Audit Committee has been obtained
for the transactions which are repetitive in nature. A statement of all
Related Party Transactions is placed before the Audit Committee for its
review on a quarterly basis, specifying the nature, value and terms and
conditions of the transactions and other relevant details as are required
in terms of the Companies Act, 2013 and Securities and Exchange Board
of India (Listing Obligations and Disclosure Requirements) Regulations,
2015. Details of the transactions with Related Parties are provided at
Note no. 40 of the accompanying standalone financial statements.

In compliance with the requirements of the Listing Regulations,
your Company has adopted a policy for dealing with Related Party
Transactions the same is available on the website of the Company at
https://rotopumps.com/investors/policies/.

RISK MANAGEMENT

Your Company has formulated a risk management policy to put in
place a procedure to inform the Board about the risk assessment and
minimization procedure. The Policy is available on your Company''s
website https://www.rotopumps.com/investors/policies. Further, your
Company has also constituted Risk Management Committee and
defined the role and responsibility of the Risk Management Committee.
INTERNAL CONTROL SYSTEM AND ITS ADEQUACY

Your Company has an adequate internal control system commensurate
with the size of your Company and nature of its business.

Your Company had adopted SAP software to strengthen its controls
and processes which has been implemented in India Operation. It has

also been implemented at Overseas Establishment in UK and Dubai and
is being implemented in other Overseas Establishments in a phased
manner. Further, its operations are being extended to cover other
operational activities and reporting structure where it has been put
into operations. Full implementation of SAP would allow integration
of multiple locations on one platform and would bring tremendous
operational synergy and improve overall efficiency of the organization
significantly.

Further, in terms of provisions of Section 138 of the Companies Act,
2013 and the rules made thereunder, your Company has appointed
M/s. Kapoor Tandon & Co., Chartered Accountants as its Internal
Auditor to conduct the internal audit of the functions and activities and
review of internal controls system in the Company. Based on the report
of internal audit function, the Board undertakes corrective action in
their respective areas and thereby strengthens the controls.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the year, there have been following changes:

Appointments:

a. Mr. Neeraj Kumar Gupta (DIN: 02973442) as an Independent
Director for a tenure of 5 years with effect from August 9, 2024.

b. Dr. Atul Agarwal (DIN: 00153186) as an Independent Director
for a tenure of 5 years with effect from August 9, 2024.

c. Ms. Saroj Punhani (DIN: 08922018) as an Additional Director
(Non-Executive Independent Director) on the Board of the
Company for a term of five years with effect from February
12, 2025. The Members of the Company approved the
appointment of Ms. Punhani as an Independent Woman
Director by passing special resolution through postal ballot
dated February 12, 2025 on April 2, 2025.

Re-appointments:

a. Mr. Akhil Joshi (DIN: 06604954) as an Independent Director of
the company for a tenure of 5 years with effect from August 9,

2024.

b. Mr. Harish Chandra Gupta (DIN: 00334405) as the Chairman
and Managing Director of the Company for a tenure of 3 years
with effect from April 1, 2025.

c. Mr. Anurag Gupta (DIN: 00334160 as Jt. Managing Director of
the Company for a tenure of 3 years with effect from April 1,

2025.

d. Mr. Arvind Veer Gupta (DIN: 00334233) as Dy. Managing
Director of the Company for a tenure of 3 years with effect
from April 1, 2025.

Cessations:

a. Dr. Ramesh Chandra Vaish (DIN: 01068196), Mr. Anand Board
(DIN: 00679165) and Mr. Basant Seth (DIN: 02798529), ceased
to be directors of the Company on completion of their
respective term of office.

b. Mrs. Kavita Bhatnagar (DIN: 10303852) has ceased due to
resignation (personal reason) from the position of Independent
Woman Director of the Company with effect from December
26, 2024.

Pursuant to the provisions of the Companies Act, 2013 read with the
rules made thereunder and the Articles of Association of the Company,
Mrs. Asha Gupta, Director (DIN: 00334345) retires from the Board by
rotation, and being eligible offers herself for re-appointment. The
Board recommends her re-appointment.

Necessary approval of the Members of the Company is being obtained
at the ensuing AGM.

There were no other changes in the Key Managerial Personnel of the
Company during the year.

POLICY ON DIRECTORS'' APPOINTMENT AND
REMUNERATION

In compliance with the Section 178 of the Act, read with the Rules
issued thereunder and Regulation 19 of the Listing Regulations the
Board has formulated and adopted a comprehensive Nomination and
Remuneration Policy for its Directors, Key Managerial Personnel(s) and
Senior Management and the same is available on the website of the
Company at https://rotopumps.com/investors/policies/.

The appointment and remuneration of Directors is recommended
by the Nomination & Remuneration Committee (NRC) and the
remuneration paid to the Directors is in accordance with the
Nomination and Remuneration Policy. The relevant information has
been disclosed in the Corporate Governance report which forms part
of this Annual Report.

ANNUAL EVALUATION OF BOARD PERFORMANCE AND
PERFORMANCE OF ITS COMMITTEES AND OF DIRECTORS:

Pursuant to the provisions of the Companies Act, 2013 and Securities
and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Board has carried out an annual
evaluation of its own performance, performance of the Directors as well
as the evaluation of the working of its Committees. The Nomination
and Remuneration Committee has laid down the evaluation criteria,
procedure and time schedule for the Performance Evaluation process
for the Board, its Committees and Directors.

The performance evaluation of the Non-Independent Directors and
Chairman of the Board was carried out by the Independent Directors
in a separate meeting.

The Directors expressed their satisfaction with the evaluation process.
Further, the evaluation process confirms that the Board and its
Committees continue to operate effectively and the performance of
the Directors is satisfactory.

INDEPENDENT DIRECTORS AND THEIR MEETINGS

The Independent directors were provided an insight about their
roles, duties, rights and responsibilities. They were given a fair idea
and knowledge about the working, strategy and the organizational
structure of the Company so that they could adapt to the company
culture and contribute through active participation and interaction in
a better manner.

Your Company''s Independent Directors meet at least once in a financial
year without the presence of Executive Directors or Management
Personnel. Such meetings are conducted to enable the Independent
Directors to discuss matters pertaining to the Company''s Affairs and
put forth their views. During the year under review, one meeting of
the Independent Directors was held on March 29, 2025 where all the
independent directors were present.

BOARD, COMMITTEES AND THEIR MEETINGS
Details of the composition of the Board and its Committees and of
the Meetings held and attendance of the Directors at such Meetings,
are provided in the Corporate Governance Report. The intervening
gap between the Meetings was within the period prescribed under
the Companies Act, 2013, the Rules made thereunder and Securities
and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015.

Further the Board has accepted the recommendations made by the
Committees during the year under review.

DIRECTORS'' RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies
Act, 2013, the Board hereby submits its responsibility Statement:

(a) In the preparation of the annual accounts, the applicable
accounting standards have been followed along with proper
explanation relating to material departures, if any;

(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 your Company at the end of
the financial year and of the profit of your Company for the
financial year;

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

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

(e) The directors had laid down internal financial controls to be
followed by your Company and that such internal financial
controls were adequate and were operating effectively; and

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

CORPORATE SOCIAL RESPONSIBILITY

Your Company has formulated its Corporate Social Responsibility (CSR)
Policy to undertake the CSR activities as specified in the Schedule
VII to the Companies Act, 2013. CSR Policy is available at http://
www.rotopumps.com/investors/policies. The Annual Report on CSR
activities for the financial year 2024-25 is annexed at Annexure - B.

POLICY ON PREVENTION, PROHIBITION AND REDRESSAL
OF SEXUAL HARASSMENT AT WORKPLACE

Your Company has zero tolerance for sexual harassment at workplace
and has adopted a Policy on Prevention, Prohibition and Redressal of
Sexual Harassment at the Workplace, in line with the provisions of the
Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013 and the Rules there under. The Policy aims
to provide protection to employees at the workplace and prevent
and redress any complaint(s) of sexual harassment and for matters
connected or incidental thereto, with the objective of providing a safe
working environment, where employees feel secure. Your Company
has complied with the provisions of the Act relating to the constitution
of Internal Complaints Committee.

During the year under review, no complaints of sexual harassment
were reported to the Committee, nor were any disposed of. There were
no cases pending as at the beginning or close of the financial year.
VIGIL MECHANISM / WHISTLE BLOWER POLICY

Your Company has adopted a Whistle Blower Policy, to provide a formal
mechanism to the Directors and employees to report their genuine
concerns about unethical behavior, actual or suspected fraud or
violation of the Company''s Code of Conduct or ethics policy. The Policy
provides for adequate safeguards against victimization of employees
or director who avail of the mechanism and also provides for direct
access to the Chairman of the Audit Committee.

It is affirmed that no personnel of your Company have been denied
access to the Audit Committee. The policy has been adopted in
compliance with the requirements of SEBI and Section 177(9) of
the Companies Act, 2013 and the Rules thereunder including any
amendment(s) thereto. The policy is available on the Company''s
website at https://rotopumps.com/investors/policies/.

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

After the approval of the standalone and consolidated financial
statements of your Company, Roto Pumps Africa Pty Ltd, the South
African step-down subsidiary had reported on May 22, 2025 an
embezzlement of money around ? 2.00 - 2.50 Crore by its erstwhile
Director, Mr. Ravin Sewnarain, who had resigned on April 30, 2025,
by manipulation of accounts in collusion with a Supplier. Based on
the advice of the South African Attorney, engaged in the matter, for
suitable option for legal recourse, your Company has initiated for
execution of settlement agreement (acknowledgement of debt) by
Mr. Ravin Sewnarain for adjustment of his due salary and repayment
of the balance amount. After execution of the settlement agreement
the, Attorney would file the same for issue of civil recovery decree
executable effectively for recovery of the embezzled money. A civil
recovery case would also be filed against such Supplier, who collided
with Mr. Ravin Sewnarain to facilitate such embezzlement of money.

Further, an internal investigation was carried out and it was found that
the total amount involved in the said fraud is approximately ? 6.00
Crores and Audit Committee has advised to carry out further forensic
investigation.

Roto Overseas Pte Ltd, the wholly owned subsidiary of your Company
in Singapore and the holding Company of the South African stepdown
subsidiary has purchased 25% stake amount to Rand 500,000 at par
value from the erstwhile Director of the South African stepdown
subsidiary against adjustment of the purchase value to the receivable
from the said erstwhile Director.

The aforesaid fraud came to light post approval and publication of
financial results of the Company for the fourth quarter and financial
year ended March 31,2025. As a result, the said financial statements did
not reflect the accounting impact of the said fraud. In the compliance
with Ind-AS 8 - Accounting Policies, changes in accounting estimates
and errors, the Company has restated its comparative consolidated
financial figures to incorporate the necessary adjustments.

The brief details of restated consolidated financial statements are
as under:

Consolidated Balance Sheet:

PARTICULARS	As at March 31, 2025	As at March 31, 2025 (Restated)
ASSETS
NON-CURRENT ASSETS
(a) Property, Plant and Equipment	8469.63	8469.63
(b) Capital work-in-progress	212.79	212.79
(c) Right- to- Use Assets	3019.06	3019.06
(d) Other Intangible assets	460.82	460.82
(e) Goodwill	78.50	78.50
(f) Other financial assets	50.00	50.00
(g) Deferred Tax Assets (Net)	201.06	201.86
(h) Other Non Current Assets	646.34	646.34
TOTAL NON-CURRENT ASSETS	13138.20	13138.99
CURRENT ASSETS
(a) Inventories	5572.37	5435.49
(b) Financial Assets
(i) Trade receivables	7274.10	7357.98
(ii) Cash and cash equivalents	2355.64	2355.64
(iii) Bank balances other than (ii) above	595.77	595.77
(iv) Loans	20.56	20.56
(v) Other financial assets	184.81	184.77
(c) Other current assets	2828.14	2868.22
TOTAL CURRENT ASSETS	18831.39	18818.45
TOTAL ASSETS	31969.59	31957.45
EQUITY AND LIABILITIES
EQUITY

PARTICULARS	As at March 31, 2025	As at March 31, 2025 (Restated)
a) Equity Share Capital	628.15	628.15
b) Other Equity	21453.35	21496.96
c) Non Controling Interest	127.49	80.91
TOTAL EQUITY	22208.99	22206.02
NON-CURRENT LIABILITIES (a) Financial Liabilities (i) Borrowings	276.43	276.43
(ii) Lease Liabilities	1083.32	1083.32
(b) Provisions	78.94	78.94
TOTAL NON-CURRENT LIABILITIES	1438.69	1438.69
CURRENT LIABILITIES (a) Financial Liabilities (i) Borrowings	2784.92	2784.92
(ii) Lease Liabilities	341.30	341.30
(iii) Trade payables Total outstanding dues of micro	436.15	436.15
enterprises and small enterprises	436.15	436.15
Total outstanding dues of creditors other than micro enterprises and small	1601.45	1601.30
enterprises (iv) Other financial liabilities (other than those specified in item (b))	9.52	9.52
(b) Other current liabilities	1590.27	1590.27
(c) Provisions	340.64	340.64
(d) Current Tax Liabilities (Net)	1217.66	1,208.68
TOTAL CURRENT LIABILITIES	8321.91	8312.79
TOTAL EQUITY AND LIABILITIES	31969.59	31957.50

Consolidated statement profit and loss account

		Financial Year ended
Sl.	Particulars	31-03-2025	31-03-2025
		Audited	(Restated)
1	a. Revenue from Operation	29793.75	29,387.20
	b. Other income	363.23	363.23
	Total income	30156.98	29,750.43
2	Expenses a. Cost of materials consumed	10236.13	9,738.66
	b. Changes in inventories of finished goods and work in	(78.31)	58.57
	progress c. Employee benefits expenses	7781.69	7,781.69
	d. Finance costs	408.97	408.97
	e. Depreciation and amortization expense	1854.70	1,854.70
	f. Other expenses	5512.14	5512.14
	Total Expenses	25715.32	25354.74
3	Profit / (Loss) before tax	4441.66	4395.70
4	Tax expenses a. Current tax	1322.65	1281.12
	b. Deferred tax	(96.30)	(97.10)
	c. Short / (Excess) provisions for previous years	(151.96)	(151.96)
5	Net Profit / (Loss) after tax	3367.27	3363.64
6	Other Comprehensive Income a. Items that will not be
	reclassified to profit / (loss) i. Re-measurement of defined benefit plans ii. Change in Foreign Currency	(66.95)	(66.95)
	monetary item translation difference account (FCMITDA) b. Income tax relating to items that will not be reclassified to	(89.77)	(89.12)
	profit or loss Re-measurement of defined benefit plans	(16.83)	(16.83)
7	Total Other Comprehensive Income	(173.55)	(172.90)
8	Total Comprehensive Income for the period	3193.72	3190.74

		Financial Year ended
Sl.	Particulars	31-03-2025	31-03-2025
		Audited	(Restated)
	Profit / (Loss) for the year attributable to Owners of the Parent	3336.46	3379.57
	Non-Controlling Interest	30.81	(15.93)
		3367.27	3,363.64
	Other Comprehensive Income attributable to Owners of the Parent	(158.54)	(158.05)
	Non-Controlling Interest	(15.01)	(14.85)
		(173.55)	(172.90)
	Total Comprehensive Income attributable to Owners of the Parent	3177.92	3221.52
	Non-Controlling Interest	15.80	(30.78)
9	Paid-up Equity Share Capital (Face value ? 1/- per Share)	628.15	628.15
10	Earning per Share (EPS) - basic and diluted (in f)	5.36	5.35

Consolidated Cash Flow Statement:

	Financial Year ended
Sl. Particulars	31-03-2025 Audited	31-03-2025 (Restated)
A CASH FLOW FROM OPERATING ACTIVITIES:
Net Profit / (Loss) before tax Adjustment for :	4441.66	4,395.70
Depreciation	1854.70	1,854.70
Finance Cost	272.35	272.35
Interest on Lease Liabilities	136.62	136.62
Interest Income	(71.69)	(71.69)
Net (gains)/loss on disposal of	(23.16)	(23.16)
property, plant and equipment	(23.16)
Re-measurement of defined benefit liabilities	(66.95)	(66.95)
Net (gains)/loss on fair valuation of derivative contracts	(2.15)	(2.15)
Net gains/(loss) on foreign currency translation	(89.94)	(89.29)
Adjustment for ROU	12.20	12.20
Operating Profit / (Loss) before Working Capital Changes Movement in working capital Adjustments for (increase)/ decrease in operating assets:	6463.64	6,418.33
Inventories	(95.26)	41.62
Trade receivables	(1292.31)	(1,376.18)
Loans	(6.69)	(6.69)
Other current financial assets	67.00	67.00
Other current assets Adjustments for increase/ (decrease) in operating liabilities:	(90.10)	(97.51)
Trade payables	244.80	244.64
Other current financial liabilities	(2.14)	(2.14)
Other current liabilities	(188.11)	(188.11)
Provisions	106.25	106.25
Cash generated from operations (A)	5207.08	5,207.23
Direct Tax Paid (Net)	(1589.92)	(1,590.05)
Net cash generated from operating activities B CASH FLOW FROM INVESTING ACTIVITIES:	3617.16	3,617.18
Payment of Property, Plant and Equipment including Capital Work In Progress	(2126.09)	(2126.09)

	Financial Year ended
Sl. Particulars	31-03-2025 Audited	31-03-2025 (Restated)
Proceeds from disposal of Property, Plant and Equipment	56.62	56.62
Interest Received	71.69	71.69
Net (Gain)/Loss on fair valuation of derivative contract	2.15	2.15
Net Cash used in Investing Activities (B) C CASH FLOW FROM FINANCING ACTIVITIES:	(1995.63)	(1995.63)
Proceeds from Non-Current borrowings	94.65	94.65
Repayments of Current borrowings	(611.44)	(611.44)
Payment of lease liabilities	(450.48)	(450.48)
Interest Paid	(272.35)	(272.35)
Dividend Paid	(590.48)	(590.48)
Net Cash used in Financing Activities	(1830.10)	(1830.10)
Net increase in Cash and Cash Equivalents (A B C)	(208.57)	(208.56)
Cash and Cash Equivalents as	3159.98	3159.98
at the beginning of the year	3159.98	3159.98
Cash and Cash Equivalents as at the end of the year	2951.41	2951.42

Except to the above, there have been no other material changes and
commitments affecting the financial position of the Company which
have occurred between the end of the financial year as on March 31,
2025, to which the financial statements relate and the date of this report.
There has been no change in the nature of business of the Company.
COMPLIANCE OF SECRETARIAL STANDARDS OF ICSI
Your Company has complied with the requirements of the mandatory
secretarial standards issued by the Institute of Company Secretaries of
India (ICSI).

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
COURTS OR REGULATORS

No significant and material orders have been passed by the Regulators
or Courts or Tribunals which would impact the going concern status of
your Company and its future operations.

AUDITORS AND THEIR REPORTS

a. Statutory Auditors

M/s. R. N. Marwah & Co. LLP, Chartered Accountants, New Delhi
(Firm Registration no. 001211N/N500019) were re-appointed
as the Statutory Auditors of the Company for a period of five
years to hold office from the conclusion of the 47th AGM till
the conclusion of the 52nd AGM of the Company to be held in
the year 2027 by the Members of the Company at their AGM
held on September 29, 2022.

Statutory Auditors have expressed their unmodified opinion
on the Standalone & Consolidated Financial Statements and
their Reports do not contain any qualifications, reservations,
adverse remarks or disclaimer.

b. Branch Auditors

The term of the Branch Auditors of the Warehouse and
Marketing Offices of the Company in Australia and U.K., M/s
Eric Townsend & Co., Chartered Accountants, Australia and M/s
Laytons, Chartered Accountants, U.K., respectively, will expire
at the conclusion of the ensuing AGM. The Board of Directors
of your Company is seeking authority to appoint Branch
Auditors for the financial year 2025-26.

c. Cost Auditor

In terms of the provisions of Section 148(1) of the Companies
Act, 2013, your Company has maintained cost accounts and
records in respect of the applicable products for the year
ended March 31,2025.

Pursuant to the provisions of Section 148 of the Companies
Act, 2013 read with the Companies (Cost Records and Audit)
Rules, 2014, the Board, on the recommendation of the Audit
Committee, at its meeting held on August 14, 2025, has
approved the appointment of M/s. Chandra Wadhwa & Co.,
Cost Accountant, New Delhi (Firm Registration No 00239)
as the Cost Auditors for the Company for the financial year
ending March 31, 2026. Ratification of remuneration of the
Cost Auditor for the financial year 2025-26 by the Shareholders
of your Company is being sought at the ensuing AGM.

They are the Cost Auditor of your Company for the financial
year 2024-25.

The Report of the Cost Auditor for the financial year ended
March 31, 2025 shall be filed with the Ministry of Corporate
Affairs within the prescribed period.

d. Secretarial Auditors

M/s Dayal & Maur, Company Secretaries, New Delhi have been
appointed as the Secretarial Auditors of your Company to
carry out the secretarial audit for the year under review. The
Secretarial Audit Report for the financial year ended March
31,2025 is annexed at Annexure- C. There is no qualification,
reservations, adverse remarks or disclaimer in the report of the
Secretarial Auditors.

Further, pursuant to the provisions of the Regulation 24A
of the SEBI (Listing Obligations & Disclosure Requirements)
Regulations, 2015 and basis the recommendation of the
Audit Committee, the Board of Directors of your Company
has appointed M/s Dayal & Maur, Company Secretaries as
Secretarial Auditors of the Company for a term of five (5)
consecutive financial years (FY) commencing from FY 2025-26
to FY 2029-30, subject to the approval of Members in ensuing
AGM.

A brief profile and other relevant details of M/s Dayal & Maur,
Company Secretaries have been separately disclosed in the
Notice of the AGM. The firm has provided its consent to act
as Secretarial Auditors and confirmed that the proposed
appointment, if approved, will be within the prescribed limits
under applicable laws. They have further affirmed that they are
not disqualified for such appointment under the provisions of
the Companies Act, 2013, the applicable rules, and the SEBI
Regulations.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS
OTHER THAN THOSE WHICH ARE REPORTABLE TO THE
CENTRAL GOVERNMENT

None of the auditors of the Company have reported any frauds to
the Audit Committee or to the Board of Directors as specified under
Section 143(12) of the Act, including the Rules framed thereunder.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION,
FOREIGN EXCHANGE EARNINGS AND OUTGO
The information pertaining to conservation of energy, technology
absorption, Foreign exchange Earnings and outgo as required under
Section 134(3) (m) of the Companies Act, 2013 read with Rule 8(3) of
the Companies (Accounts) Rules, 2014 is furnished at Annexure - D.

DECLARATION OF INDEPENDENT DIRECTORS

The Company has received necessary declarations from all the
Independent Directors of your Company confirming that they meet
the criteria of independence as laid down in Section 149(6) of the Act,
along with the Schedule and Rules issued thereunder and Regulation
16(1)(b) of the Listing Regulations. In terms of Regulation 25(8) of the
Listing Regulations, the Independent Directors have confirmed that
they are not aware of any circumstance or situation, which exist or may
be reasonably anticipated, that could impair or impact their ability
to discharge their duties with an objective independent judgement
and without any external influence. Further they have complied with
the Code for Independent Directors prescribed under Schedule IV of
the Act and they have registered themselves with the Independent
Directors database maintained by the Indian Institute of Corporate
Affairs (IICA). There has been no change in the circumstances affecting
their status as Independent Directors of the Company.

BOARD INDEPENDENCE

Your Company''s definition of ''Independence'' of Directors is derived
from Regulation 16(1) (b) of Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations,
2015 and Section 149(6) of the Companies Act, 2013. Based on
the confirmation / disclosures received from the Directors and on
evaluation of the relationships disclosed, the following Non-Executive
Directors are Independent in terms of Securities and Exchange Board
of India (Listing Obligations and Disclosure Requirements) Regulations,
2015 and Section 149(6) of the Companies Act, 2013.

The brief profiles of the Independent Directors of the Company have
been placed on the website of the Company and can be accessed
through: https://rotopumps.com/board-composition/.

PARTICULARS OF EMPLOYEES AND RELATED
DISCLOSURES

The disclosures pertaining to the 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 are furnished at Annexure - E.

In terms of the provisions of Section 197(12) of the Act read with Rules
5(2) and 5(3) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, a statement showing the names
and other particulars of the employees drawing remuneration in excess
of the limits set out in the said rules is furnished at Annexure - F.
ANNUAL RETURN

Pursuant to the provisions of Section 92(3) of the Companies Act, 2013,
as amended by the Companies (Amendment) Act, 2017 a copy of the
Annual Return has been placed on the website of the Company and
can be accessed through the web-link: https://www.rotopumps.com/
investors/annual-returns/ under the head Annual Returns.

CORPORATE GOVERNANCE

The Management Discussion and Analysis and the Report on
Corporate Governance, as required under Regulation 34 of Securities
and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 read with Schedule V thereof, form
part of this Annual Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT (BRSR)

The Business Responsibility and Sustainability Report on the
environmental, social and governance disclosures, as required under
Regulation 34 (2) (f) of Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015, forms
part of this Annual Report.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING
PENDING UNDER THE INSOLVENCY AND BANKRUPTCY
CODE, 2016 DURING THE YEAR.

During the year under review, no such application has been made or
any proceeding pending against your Company.

DETAILS OF DIFFERENCE BETWEEN THE AMOUNT OF
THE VALUATION DONE AT THE TIME OF ONE-TIME
SETTLEMENT AND THE VALUATION DONE WHILE TAKING
LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS.

During the year under review your Company hasn''t entered into any
one-time settlement.

OTHER DISCLOSURES

(a) The disclosure pertaining to explanation for any deviation or
variation in connection with certain terms of a public issue,

rights issue, preferential issue, etc. is not applicable to the
Company.

(b) There was no revision of financial statements and Board''s
Report of the Company during the year under review.

ACKNOWLEDGEMENTS

Your Directors place on record their sincere thanks to the Bankers,
Business Associates, Consultants and various Government Authorities
for their continued support extended to your Company''s activities
during the year under review. Your Directors also acknowledge
gratefully the shareholders for their valuable support and confidence
reposed in the Company.

For and on behalf of the Board of Directors of
Roto Pumps Limited

Harish Chandra Gupta

Place: Delhi Chairman& Managing Director

Date: 14.08.2025 DIN: 00334405

Mar 31, 2024

Your Directors have pleasure in presenting their Forty Ninth Annual Report of your Company together with the Audited Financial Statements for the financial year ended 31^st March, 2024.

FINANCIAL PERFORMANCE

Your Company''s financial performance for the year under review along with the previous year''s figure is given hereunder

Amount ? in Lakhs
Particulars	Financial year ended
Particulars	31^st March, 2024	31^st March, 2023
Revenue from Operations	22,980.49	19,065.60
Other Income	464.71	426.93
Total Income	23,445.20	19,492.53
Profit / (loss) before finance costs, depreciation and taxation	6,337.91	5,154.72
Less: Finance Costs	381.17	319.84
Depreciation	1,122.47	726.90
Profit before Taxation	4,834.27	4,107.98
Less: Taxation	1,208.99	1,080.29
Profit after tax	3,625.28	3,027.69
Add: Other Comprehensive Income	(55.98)	(21.86)
Total Comprehensive Income for the year	3,569.30	3,005.83

DIVIDEND

Your Company has a robust track record of rewarding its shareholders with a generous dividend pay-out. In view of the financial performance during the year under review, the Board of Directors in its meeting held on 30^th May, 2024 recommend a dividend of ? 1.88/- per equity share of ? 2/- each i.e. 94% for the financial year ended 31^st March, 2024. The final dividend, if approved by the shareholders of the Company at ensuing Annual General Meeting, would involve cash outflow of ? 590.46 lakhs. As per the prevailing provisions of the Income Tax Act, 1961, the dividend, if declared, will be taxable in the hands of the shareholders at the applicable rates.

The dividend pay-out is in accordance with the Company''s Dividend Distribution Policy. The Policy is available on the Company''s website https://www.rotopumps.com/investors/ policies/.

TRANSFER TO RESERVES

The Board of Directors does not propose to transfer any amount to the reserves for the financial year ended 31^st March, 2024.

SHARE CAPITAL

During the year under review, your Company had issued one fully paid-up bonus equity shares of ? 2/- each for each fully paid-up equity shares of ? 2/- each held in the Company by way of

capitalization equivalent amount from share premium account and hence, as on 31^st March, 2024 the paid-up share capital of the Company was ? 628.15 lakhs as compared to previous year ? 314.08 lakhs. Your Company has not issued shares with differential voting rights or SR equity shares. It has neither issued employee stock options nor any sweat equity shares and does not have any scheme to fund its Employees to purchase the shares of the Company.

CREDIT RATINGS

During the year, your Company has sustained its long-term bank facilities credit rating of CRISIL A- and CRISIL A2 for long term borrowings and short-term borrowings of the Company respectively. The outlook for long term rating is Positive. The rating indicates the Company''s discipline for its prudent financial management and its ability regarding timely servicing of financial obligation.

INVESTOR EDUCATION AND PROTECTION FUND

In terms of the provisions of Section 124(5) of the Companies Act, 2013 and Rule 3 of the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, the un-claimed dividend relating to the financial year 2015-16 has been remitted to the Investor Education and Protection Fund (IEPF) established by the Central Government. This involved transfer of ? 67,048.60/- unclaimed dividend and 14,639 related shares on which dividend had been unclaimed for seven consecutive years.

The un-claimed dividend for further years would become due for transfer to IEPF per below details- Amount in ?
Sl.	Financial Year	Cases	As on 31.07.2024 Amount	Due date for Transfer to IEPF
1	2016-17	556	133,594	5-Nov-24
2	2017-18	467	102,860	5-Nov-25
3	2018-19	319	80,912	4-Nov-26
4	2019-20-Interim	329	49,124	18-Mar-27
5	2020-21-Interim	302	203,554	7-May-28
6	2020-21-Final	215	40,776	5-Nov-28
7	2021-22	182	271,169	5-Nov-29
8	2022-23	175	259,618	4-Nov-30

Further, in terms of the provisions of Section 124(6) of the Companies Act, 2013, and Rule 6 of the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, shares related to the dividend, which would be transferred to Investor Education and Protection Fund as stated above, on which dividend for consecutive seven years remained unclaimed / unpaid, would also become due for transfer to the IEPF on the said date.

The Company Secretary is nominated as the Nodal Officer for issues relating to the Investor Education and Protection Fund. The Nodal Officer may be contacted at investors@rotopumps.com.

Details of un-claimed dividend are available on the Company''s website at https://www.rotopumps.com/unclaimed-dividend-shares/ under investors section.

YEAR IN RETROSPECT

Your Company has achieved an Income from Operations of ? 22,980.49 lakhs against previous year''s ? 19,065.60 lakhs registering a growth of 20.53%. Domestic sales were ? 9,870.36 lakhs as compared to ? 6,502.52 lakhs having an increase of 51.79%. Export sales were ? 13,110.13 lakhs as compared to ? 12,563.08 lakhs, having an increase of 4.35% over last year. Export sales includes ? 7,209.13 lakhs, sales from Marketing Outlets in United Kingdom and Australia. Revenue from exports constitutes 54.99% of the total revenue from operations. Your company earned other income of ? 464.71 lakhs as compared to ? 426.93 during the previous financial year. Your Company has registered a profit after tax of ? 3,625.28 lakhs against ? 3,027.69 lakhs during the previous financial year, which is higher by 19.74%.

OUTLOOK

Your Company remains focused to increase its market share in all the key markets where it operates to achieve significant growth in topline which would also result in better bottom-line. Your Company has a strong manufacturing and marketing infrastructure with presence in five continents besides strong Research & Development setup, experienced and motivated Manpower.

Time ahead look challenging as Geo-political issues in Eurasia, higher inflation especially in U.K. and European Countries and recessionary trends in US and Europe are certain threats to Global

economy, however Domestic economy appears to be positive. Your Company''s majority of revenue is generated from exports, exchange rates fluctuations are a matter of concern.

Medium term growth would be led by new businesses of downhole pumps and solar pumping systems, which would substantially contribute to business growth. Introduction of new products in the existing product line would improve your Company''s ability to penetrate in major sectors such as food & beverages, mining etc. In line with your Company''s vision, long term focus would be to attain a prominent position and to be among the first five Global Positive Displacement Pump Manufacturer.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company and its subsidiaries have been prepared in accordance with Indian Accounting Standard 110 notified by the Ministry of Corporate Affairs, Government of India and form part of the Annual Report.

The annual accounts of the subsidiaries and related information are kept at the Registered Office of the Company, as also at the registered offices of the respective subsidiary companies and will be available to investors seeking information at any time.

PERFORMANCE OF SUBSIDIARY COMPANIES

a. Roto Pumps GmbH - a wholly owned subsidiary in Germany engaged in the business of sales and marketing of the Company''s products in German region to service the customers more effectively. During the year, the subsidiary has achieved a sales turnover of EURO 3,606,300.42 and earned a profit after tax of Euro 190,987.32.

b. Roto Pumps Americas, Inc. - a wholly owned subsidiary in USA which has an operating wholly owned subsidiary in the name and style of Roto Pumps North America, Inc. Germany engaged in the business of sales and marketing of Company''s products in American region. During the year, the operating subsidiary has achieved a sales turnover of USD 3,425,928.75 and earned a profit after tax of USD 158,177.50.

c. Roto Overseas Pte. Ltd. - a wholly owned subsidiary in Singapore which has operating subsidiaries per below-

i. Roto Pumps (Africa) Pty Ltd, South Africa, a company engaged in the business of sales and marketing of pumps and parts of pumps in the African Region. Roto Overseas Pte Ltd holds almost 74.995% shares in the subsidiary. During the year, the subsidiary achieved a sales turnover of Rand 31,675,813 and profit after tax of Rand 2,239,518.

ii. Roto Pumps (Malaysia) Sdn. Bhd., Malaysia Germany is engaged in the business of sales and marketing of the Company''s products in Malaysia, Indonesia and Singapore. During the year under review, the subsidiary has achieved sales turnover of MYR 7,041,251 and profit after tax of MYR 980,794.

d. Roto Energy Systems Ltd. - a wholly owned subsidiary was incorporated to carry on business of solar pumping systems. The Subsidiary is taking steps towards commencement of its business operations. During the year under review, the subsidiary has achieved sales turnover of ? 3.00 lakhs and incurred a loss of ? 140.66 lakhs.

e. Roto Pumps Mena FZE - a wholly owned subsidiary (WOS) in UAE was setup to cater the MENA region. a company engaged in the business of sales and marketing of Company''s products in the MENA region. During the year, the subsidiary has achieved a sales turnover of AED 743,546 and incurred a loss of AED 449,017.

A statement containing the salient features of financial statements of the subsidiary companies in the prescribed Form AOC-1 is annexed as per Annexure-A.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The details of the Loans, Guarantees and Investments have been disclosed in the note no. 40 of the financial statements, forming a part of this Annual Report.

DEPOSITS

During the year under review, the Company has not accepted any deposits within the meaning of Sections 73 and 74 of the Act read with the Companies (Acceptance of Deposits) Rules, and as such no amount of principal or interest thereon was unpaid or unclaimed as on 31^st March, 2024.

RELATED PARTY TRANSACTIONS

All Related Party Transactions that were entered into by the Company during the year under review were on an arm''s length basis and in the ordinary course of business and were in compliance with the applicable provisions of the Companies Act, 2013 (''the Act'') and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. There were no materially significant Related Party Transactions made by your Company during the year that would have required Shareholder approval under Regulation 23 of securities and

Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Prior omnibus approval of the Audit Committee has been obtained for the transactions which are repetitive in nature. A statement of all Related Party Transactions is placed before the Audit Committee for its review on a quarterly basis, specifying the nature, value and terms and conditions of the transactions and other relevant details as are required in terms of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. Details of the transactions with Related Parties are provided at Note no. 40 of the accompanying standalone financial statements.

In adherence with the requirements of the Listing Regulations, the Company has adopted a policy for dealing with Related Party Transactions the same is available on the website of the Company at https://rotopumps.com/investors/policies/.

RISK MANAGEMENT

Your Company has formulated a risk management policy to put in place a procedure to inform the Board about the risk assessment and minimization procedure. The Policy is available on the Company''s website https://www.rotopumps.com/investors/ policies. Further, your Company has also constituted Risk Management Committee and defined the role and responsibility of the Risk Management Committee.

INTERNAL CONTROL SYSTEM AND ITS ADEQUACY

Your Company has an adequate internal control system commensurate with the size of the Company and nature of its business.

Your Company had adopted SAP software to strengthen its controls and processes which has been implemented in India Operation. It has also been implemented at Overseas Establishment in UK and Dubai and is being implemented in other Overseas Establishments in phased manner. Further, its operations are being extended to cover other operational activities and reporting structure where it has been put into operations. Full implementation of SAP would allow integration of multiple locations on one platform and would bring tremendous synergy and improve overall efficiency of the organization significantly.

Further, in terms of provisions of Section 138 of the Companies Act, 2013 and the rules made thereunder, your Company has appointed M/s. Kapoor Tandon & Co., Chartered Accountants as its Internal Auditor to conduct the internal audit of the functions and activities and review of internal controls system in the Company. Based on the report of internal audit function, the Board undertakes corrective action in their respective areas and thereby strengthens the controls.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year Mrs. Kavita Bhatnagar (DIN: 10303852) was appointed as an Additional Director (Non-Executive Independent

Director) on the Board of the Company for a term of five years w.e.f. 30^th September, 2023. The members of the Company approved the appointment of Mrs. Bhatnagar as an Independent Director by passing special resolution through postal ballot dated 10^thNovember, 2023.

Pursuant to the provisions of the Companies Act, 2013 read with the rules made thereunder and the Articles of Association of the Company, Mr. Arvind Veer Gupta, Director (DIN: 00334233) retires from the Board by rotation, and being eligible offers himself for re-appointment. The Board recommends his re-appointment.

There were no changes in the Key Managerial Personnel of the Company during the year.

After closure of financial year 2023-24, the following appointments / re-appointments are made:

a. Mr. Neeraj K Gupta (DIN: 02973442) has been appointed as an Additional Director (Non-Executive Independent Director) for a tenure of 5 years from 9^th August 2024.

b. Dr. Atul Agarwal (DIN: 00153186) has been appointed as an Additional Director (Non-Executive Independent Director) for a tenure of 5 years from 9^th August 2024.

c. Mr. Akhil Joshi (DIN: 06604954) has been re-appointed as an Independent Director of the company for a tenure of 5 years from 9^th August 2024.

d. Mr. Harish Chandra Gupta (DIN: 00334405) has been reappointed as the Chairman and Managing Director of the Company for a tenure of 3 years from 1^st April, 2025.

e. Mr. Anurag Gupta (DIN: 00334160) has been re-appointed as Jt. Managing Director of the Company for a tenure of 3 years from 1^st April, 2025.

f. Mr. Arvind Veer Gupta (DIN: 00334233) has been reappointed as Dy. Managing Director of the Company for a tenure of 3 years from 1^st April, 2025.

Necessary approval of the Members of the Company is being obtained at the ensuing Annual General Meeting.

POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION

In compliance with the Section 178 of the Act, read with the Rules issued thereunder and Regulation 19 of the Listing Regulations the Board has formulated and adopted a comprehensive Nomination and Remuneration Policy for its Directors, Key Managerial Personnel(s) and Senior Management and the same is available on the website of the Company at https://rotopumps. com/investors/policies/.

The appointment and remuneration of Directors is recommended by the Nomination & Remuneration Committee (NRC) and the remuneration paid to the Directors is in accordance with the

Nomination and Remuneration Policy. The relevant information has been disclosed in the Corporate Governance report which forms part of this Annual Report.

ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS COMMITTEES AND OF DIRECTORS:

Pursuant to the provisions of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual evaluation of its own performance, performance of the Directors as well as the evaluation of the working of its Committees. The Nomination and Remuneration Committee has laid down the evaluation criteria, procedure and time schedule for the Performance Evaluation process for the Board, its Committees and Directors.

INDEPENDENT DIRECTORS AND THEIR MEETINGS

The Independent directors were provided an insight about their roles, duties, rights and responsibilities. They were given a fair idea and knowledge about the working, strategy and the organizational structure of the Company so that they could adapt to the company culture and contribute through active participation and interaction in a better manner.

Your Company''s Independent Directors meet at least once in a financial year without the presence of Executive Directors or Management Personnel. Such meetings are conducted to enable the Independent Directors to discuss matters pertaining to the Company''s Affairs and put forth their views. During the year under review, one meeting of the Independent Directors was held on 30^thMarch, 2024 where all the independent directors were present.

BOARD, COMMITTEES AND THEIR MEETINGS

Details of the composition of the Board and its Committees and of the Meetings held and attendance of the Directors at such Meetings, are provided in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013, the Rules made thereunder and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Further the Board has accepted all the recommendations made by the Committees during the year.

DIRECTORS'' RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act, 2013, the Board hereby submits 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, if any;

(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 your Company at the end of the financial year and of the profit of your Company for the financial year;

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

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

(e) The directors had laid down internal financial controls to be followed by your Company and that such internal financial controls were adequate and were operating effectively; and

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

CORPORATE SOCIAL RESPONSIBILITY

Your Company has formulated its Corporate Social Responsibility (CSR) Policy to undertake the CSR activities as specified in the Schedule VII to the Companies Act, 2013. CSR Policy is available at http://www.rotopumps.com/investors/policies. The Annual Report of CSR activity for the financial year 2023-24 is annexed at Annexure -B.

POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE

Your Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at the Workplace, in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under. The Policy aims to provide protection to employees at the workplace and prevent and redress any complaint(s) of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure. Your Company has complied with the provisions of the Act relating to the constitution of Internal Complaints Committee. Your Company has not received any complaint of sexual harassment during the year under review.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

Your Company has adopted a Whistle Blower Policy, to provide a formal mechanism to the Directors and employees to report their genuine concerns about unethical behavior, actual or suspected fraud or violation of the Company''s Code of Conduct or ethics policy. The Policy provides for adequate safeguards against victimization of employees or director who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee.

It is affirmed that no personnel of your Company have been denied access to the Audit Committee. The policy has been adopted in compliance with the requirements of SEBI and Section 177(9) of the Companies Act, 2013 and the Rules thereunder including any amendment(s) thereto. The policy is available on the Company''s website at https://rotopumps.com/investors/policies/.

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

In the month of June, 2024, the Company has commenced commercial production of Downhole Pumps at its new state of the art manufacturing facility at Greater Noida to cater the demand of domestic and international market. Further, Roto Energy Systems Limited, a wholly owned subsidiary has also lunched a product Roto Rudra - Solar Pumping Systems to cater the demand globally.

COMPLIANCE OF SECRETARIAL STANDARDS OF ICSI

Your Company has complied with the requirements of the mandatory secretarial standards issued by the Institute of Company Secretaries of India (ICSI).

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE COURTS OR REGULATORS

No significant and material orders have been passed by the Regulators or Courts or Tribunals which would impact the going concern status of your Company and its future operations.

AUDITORS AND THEIR REPORTS

a. Statutory Auditors

M/s. R. N. Marwah & Co. LLP, Chartered Accountants, New Delhi (Firm Registration no. 001211 N/N500019) were appointed as the Statutory Auditors of the Company for a period of five years to hold office from the conclusion of the 47^th AGM till the conclusion of the 52^nd AGM of the Company to be held in the year 2027 by the members of the Company at their Annual General Meeting held on 29^thSeptember, 2022.

Statutory Auditors have expressed their unmodified opinion on the Standalone & Consolidated Financial Statements and their Reports do not contain any qualifications, reservations, adverse remarks or disclaimer.

b. Branch Auditors

The term of the Branch Auditors of the Warehouse and Marketing Offices of the Company in Australia and U.K., M/s Eric Townsend & Co., Chartered Accountants, Australia

and M/s Laytons, Chartered Accountants, U.K., respectively, will expire at the conclusion of the ensuing Annual General Meeting. Board of Directors of your Company is seeking authority to appoint Branch Auditors for the financial year 2024-25.

c. Cost Auditor

In terms of the provisions of Section 148(1) of the Companies Act, 2013, the Company has maintained cost accounts and records in respect of the applicable products for the year ended 31^st March 2024.

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, the Board, on the recommendation of the Audit Committee, at its meeting held on 09^th August, 2024, has approved the appointment of M/s. Chandra Wadhwa & Co., Cost Accountant, New Delhi (Firm Registration No 00239) as the Cost Auditors for the Company for the financial year ending 31^st March, 2025. They are the Cost Auditor of the Company for the financial year 2023-24. Ratification of remuneration of the Cost Auditor for the financial year 202425 by the shareholders of the Company is being sought at the ensuing Annual General Meeting.

The Report of the Cost Auditor for the financial year ended 31^st March, 2024 shall be filed with the Ministry of Corporate Affairs within the prescribed period.

d. Secretarial Auditors

M/s Dayal & Maur, Company Secretaries, New Delhi have been appointed as the Secretarial Auditors to carry out the secretarial audit for the year under review. The Secretarial Audit Report for the financial year ended 31^st March, 2024 is annexed at Annexure- C.

There is no qualification, reservations, adverse remarks or disclaimer in the report of the Secretarial Auditors.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

None of the auditors of the Company have reported any frauds to the Audit Committee or to the Board of Directors as specified under Section 143(12) of the Act, including the Rules framed thereunder.

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

The information pertaining to conservation of energy, technology absorption, Foreign exchange Earnings and outgo as required under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished at Annexure -D.

DECLARATION OF INDEPENDENT DIRECTORS

The Company has received necessary declarations from all the Independent Directors confirming that they meet the criteria of independence as laid down in Section 149(6) of the Act, along with the Schedule and Rules issued thereunder and Regulation 16(1) (b) of the Listing Regulations. In terms of Regulation 25(8) of the Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence. Further they have complied with the Code for Independent Directors prescribed under Schedule IV of the Act and they have registered themselves with the Independent Directors database maintained by the Indian Institute of Corporate Affairs (IICA). There has been no change in the circumstances affecting their status as Independent Directors of the Company.

BOARD INDEPENDENCE

Your Company''s definition of ''Independence'' of Directors is derived from Regulation 16(1) (b) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 149(6) of the Companies Act, 2013. Based on the confirmation / disclosures received from the Directors and on evaluation of the relationships disclosed, the following Non-Executive Directors are Independent in terms of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 149(6) of the Companies Act, 2013.

The brief details of the Independent Directors of the Company are as follows:

a) Dr. Ramesh Chandra Vaish

Dr. Ramesh Chandra Vaish, aged about 83 years holds a degree in M.A., M. Com., LLB, Ph.D. in Economics from University of Florida USA and is a Fellow Member of the Institute of Chartered Accountants of India. Dr. Vaish is an eminent practicing Chartered Accountant having over 49 years of rich and varied experience with specialization in International taxation and finance, tax planning and off-shore investment. Dr. Vaish has an outstanding academic record and after teaching at University of Florida, USA, has worked with Coopers and Lybrand in New York, Singapore, London and New Delhi. Dr. Vaish has been a Senior Counsel, Tax and Business Advisory Services at Price Waterhouse Coopers, New Delhi, besides being a member of the Company Law Advisory Committee, Regional Tax Advisory Committee and various fiscal committees of FICCI and ASSOCHAM.

b) Mr. Anand Bordia

Mr. Anand Bordia, aged 80 years is a retired IRS Officer, holds degree in M.A. Mr. Bordia has over 40 years of professional experience, most of which have been at a senior level in the Government of India and International Organizations. Mr. Bordia has worked in Ministry of Finance and Ministry of Social Justice & Empowerment in the Government of

India. Mr. Bordia has been Member Finance in National Highway Authority of India. Mr. Bordia has also worked in Indian Customs and Central Excise Department and held various field positions such as Commissioner of Customs and Director Audit. Mr. Bordia has also worked in the Secretariat of Custom Cooperation Council, Brussels.

c) Mr. Basant Seth

Mr. Seth aged 72 years is a Science graduate from Banaras Hindu University, a qualified Chartered Accountant and also has Post Graduate Diploma in Bank Management from National Institute of Bank Management, Pune. Mr. Seth has retired as Central Information Commissioner after successfully completing his tenure of five years. Before joining the Central Information Commission, he was a banker. He has served Bank of India for a very long period and later SIDBI. He has also served the Syndicate Bank as its Chairman and Managing Director.

Mr. Seth has extensive Board level experience having served as Bank of India''s nominee on the Board of Indo-Zambian Bank, Zambia and Commonwealth Finance Corporation Ltd Hong Kong besides holding the post of Whole Time Director in SIDBI and CMD of Syndicate Bank. He has long experience and expertise in Bank Management, Corporate Governance, Financial & Administrative matters.

d) Mr. Akhil Joshi

Mr. Akhil Joshi aged 65 years, superannuated as Director (Power) from Bharat Heavy Electrical Limited (BHEL). He is a Mechanical Engineer and earned his degree of Mechanical Engineering from Delhi College of Engineering in 1979. Mr. Akhil Joshi has almost four decades of rich experience in Power Sector, International Operations Division and Corporate Technology Management. During his tenure at the International Operations Division, he played a key role in the strategic growth of the company''s overseas business in highly competitive markets such as the Middle East, South East Asia, the CIS region, the Mediterranean and Europe. He successfully pioneered BHEL''s maiden entry into a range of overseas markets including, among others, Iraq, Vietnam, Belarus, Bangladesh, Cyprus and Egypt. He played a pivotal role in negotiating and securing key EPC contracts for power projects in Iraq under the Oil-for-Food program and securing approvals from the Sanctions Committee of the United Nations.

e) Mrs. Kavita Bhatnagar

Mrs. Kavita Bhatnagar aged about 62 years is a retired Indian Revenue Service (IRS) officer of 1988 Batch, has been superannuated as Chief Commissioner of Income Tax, Surat, Gujarat on 31^st August, 2022. She is having a rich experience of over 34 years as IRS officer and having specialized in the field of Company Law, Investigation and Accountancy matters. She was engaged in various administrative, supervisory and leadership roles during her carrier as Additional Commissioned of Income Tax, Pr. Commissioner of Income Tax and Chief Commissioner of Income Tax. She

has been a part of Central Board of Direct Taxes (CBDT) and Income Tax Appellate Tribunal (ITAT).

f) Mr. Neeraj K Gupta

Mr. Neeraj K Gupta aged 60 years is an accomplished and highly experienced IAS officer (1982 Batch, UP Cadre). He retired as Secretary, Ministry of Finance (Department of Investment & Public Asset Management, Government of India) in 2018 and was re-appointed by the President of India as Central Information Commissioner of India; completed his tenure in 2023.

Mr. Gupta, as the Central Information Commissioner of India, oversaw transparency of public authorities like RBI, SEBI, and Banks through the Right to Information Act, imposing penalties as needed. He also served as Secretary, Ministry of Finance, contributing to Union Budgets in 2016, 2017, and 2018. Mr. Gupta chaired the National Task Force for Promotion of Digital & Cashless Economy and managed government investments in Central Public Sector Enterprises.

Mr. Gupta has extensive experience in foreign trade regulations, including bilateral trade with Europe and CIS countries. He is well-versed in trade defense measures such as antidumping, anti-subsidy, and safeguard duties, as well as bilateral/multilateral trade negotiations. With over 40 years of experience, he has held senior positions in the Ministry of Commerce & Industry and Ministry of Heavy Industries & Public Sector Enterprises. He also served in various departments in the Government of Uttar Pradesh and has a Bachelor of Engineering from IIT Roorkee (1979)

g) Dr. Atul Agarwal

Dr. Atul Agarwal aged 64 years is a Fellow member of the Institute of Chartered Accountants of India and has over three decades in the field of Corporate Governance, Corporate Consulting, Strategic planning, Business Reengineering and development and implementation of control systems.

Dr. Agarwal is a founder and senior partner of M/s Agarwal & Saxena, Chartered Accountants. Dr. Agarwal was held position of Director in FCSL Mutual Fund Trustee Ltd., Union Bank of India, Bank of India, Deposit Insurance and Credit Guarantee Corporation, U.P. Stock Exchange Association Ltd. He awarded Ph.D. in Commerce (Role of Mutual Funds in Financing of Industries in India) during 2001 by CSJM University of Kanpur.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The 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 is furnished at Annexure- E.

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and

Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules is furnished at Annexure-F.

ANNUAL RETURN

Pursuant to the provisions of Section 92(3) of the Companies Act, 2013, as amended by the Companies (Amendment) Act, 2017 a copy of the Annual Return has been placed on the website of the Company and can be accessed through the web-link: https:// www.rotopumps.com/investors/annual-returns/ under the head Annual Returns.

CORPORATE GOVERNANCE

The Management Discussion and Analysis and the Report on Corporate Governance, as required under Regulation 34 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Schedule V thereof, forms part of the Annual Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR)

The Business Responsibility and Sustainability Report on the environmental, social and governance disclosures, as required under Regulation 34 (2) (f) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, forms part of the Annual Report.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR

During the year under review, no such application made or proceeding pending against your Company.

DETAILS OF DIFFERENCE BETWEEN THE AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE-TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS.

During the year under review your Company haven''t entered into any one-time settlement.

OTHER DISCLOSURES

(a) The disclosure pertaining to explanation for any deviation or variation in connection with certain terms of a public issue, rights issue, preferential issue, etc. is not applicable to the Company.

(b) There was no revision of financial statements and Board''s Report of the Company during the year under review.

ACKNOWLEDGEMENTS

Your Directors place on record their sincere thanks to the Bankers, Business Associates, Consultants, and various Government Authorities for their continued support extended to your Company''s activities during the year under review. Your Directors also acknowledge gratefully the shareholders for their valuable support and confidence reposed in the Company.

Mar 31, 2023

Your Directors have pleasure in presenting their Forty-Eighth Annual Report of the Company together with the Audited Financial Statements for the financial year ended 31^st March, 2023.

FINANCIAL PERFORMANCE

Your Company''s financial performance for the year under review, along with the previous year''s figures, is given hereunder

Particulars	Amount ? in Lakhs Financial year ended
Particulars	31^st March, 2023	31st March, 2022
Revenue from operations	19,065.60	15,159.91
Other income	426.93	418.12
Total income	19,492.53	15,578.03
Profit / (loss) before finance costs, depreciation and taxation	5,154.72	4,238.86
Less: Finance Costs	319.84	146.00
Depreciation	726.90	541.65
Profit before taxation	4,107.98	3,551.21
Less: Taxation	1,080.29	926.54
Profit after tax	3,027.69	2,624.67
Add: Other comprehensive income	(21.86)	(60.56)
Total comprehensive income for the year	3,005.83	2,564.11

DIVIDEND

The Company has a robust track record of rewarding its shareholders with a generous dividend pay-out. In view of the financial performance during the year under review, the Board of Directors in its meeting held on May 23, 2023 recommend a dividend of ?3.15/- per equity share of ?2/- each, i.e. 157.50% for the financial year ended March 31, 2023. The final dividend, if approved by the shareholders of the Company at ensuing Annual General Meeting, would involve cash outflow of ?494.67 lakhs. As per the prevailing provisions of the Income Tax Act, 1961, the dividend, if declared, will be taxable in the hands of the shareholders at the applicable rates.

The dividend pay-out is in accordance with the Company''s Dividend Distribution Policy. The Policy is available on the Company''s website https://www.rotopumps.com/investors/ policies/.

SHARE CAPITAL

During the year under review, there was no change in the share capital of the Company. As on 31^st March, 2023 the paid-up share capital of the Company was ? 314.08 lakhs. The Company has not issued shares with differential voting rights. It has neither issued employee stock options nor any sweat equity shares and does not have any scheme to fund its employees to purchase shares of the Company.

INVESTOR EDUCATION AND PROTECTION FUND

In terms of the provisions of Section 124(5) of the Companies Act, 2013 and Rule 3 of the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, un-claimed dividend relating to financial year 2014-15 has been remitted to the Investor Education and Protection Fund (IEPF) established by the Central Government. This involved transfer of ?183,714.60/- unclaimed dividend and 7,309 related shares on which dividend had been unclaimed for seven consecutive years.

Further, in terms of the provisions of Section 124(6) of the Companies Act, 2013, and Rule 6 of the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, shares related to the dividend, which would be transferred to Investor Education and Protection Fund as stated above, on which dividend for consecutive seven years remained unclaimed / unpaid, would also become due for transfer to the IEPF on the said date.

The Company Secretary is nominated as the Nodal Officer for issues relating to the Investor Education and Protection Fund. The Nodal Officer may be contacted at investors@rotopumps.com.

Details of un-claimed dividend are available on the Company''s website at https://www.rotopumps.com/unclaimed-dividend-shares/ under Investors section.

YEAR IN RETROSPECT

Your Company has achieved income from operations of ?19,065.60 lakhs, against previous year''s ?15,159.91 lakhs, registering a growth of 25.76%. Domestic sales were ?6,502.52 lakhs as compared to ?5,115.65 lakhs, showing an increase of 27%. Export sales were ?12,563.08 lakhs, as compared to ?10,044.27 lakhs, exhibiting an increase of 25% over the prior year. Export sales includes ?6,671.75 lakhs, sales from marketing outlets in the United Kingdom and Australia. Revenue from exports constitutes 65.89% of the total revenue from operations. Your company earned other income of ?426.93 lakhs as compared to ?418.12 lakhs during the previous financial year. Your Company has registered a profit after tax of ?3,027.69 lakhs, against ?2,624.67 lakhs during the previous financial year, which is higher by 15.35%.

OUTLOOK

Your Company would continue to focus on increasing its market share to achieve significant growth in topline, which would also result in better profitability. Your Company has strong manufacturing and marketing infrastructure with presence in five continents besides a robust R&D setup and experienced and motivated manpower. Your Company has been focusing on the MENA region and has made steady progress in this regard. Your Company has setup a wholly owned subsidiary in the UAE. This would enhance your Company''s capabilities to service the MENA region market more effectively.

The un-claimed dividend for further years would become due for transfer to IEPF as per below details:

Sl.	Financial year	Unclaimed amount as on 31.07.2023	Amount ? in Lakhs Due date for transfer to IEPF
1.	2015-16	68,314	04-11-2023
2.	2016-17	1,39,126	05-11-2024
3.	2017-18	1,08,500	05-11-2025
4.	2018-19	87,250	04-11-2026
5.	2019-20 - Interim	68,892	18-03-2027
6.	2020-21 - Interim	2,25,533	07-05-2028
7.	2020-21 Final	43,777	05-11-2028
8.	2021-22	3,04,697	05-11-2029

The time ahead looks challenging as geo-political issues in Eurasia, higher inflation especially in the UK and European countries, and recessionary trends in the US and Europe are threats to the global economy. However, the domestic economy appears to be positive. Your Company''s majority of revenue is generated from exports, hence exchange rate fluctuation is a matter of concern.

Your Company''s project of downhole pumps for artificial lift and mud motors for drilling of wells in the oil & gas industry are scheduled to become operational by the end of the third quarter of the current financial year. The other project of solar pumping systems undertaken in a wholly owned subsidiary would also become operational during the current financial year. These ventures would lead towards your Company''s vision of being among the first five global Positive Displacement Pump manufacturers in the world.

With a highly diversified market presence, both in terms of geographical reach and customer base, along with enhanced focus to increase market share coupled with introduction of new products, viz. downhole pumps and mud motors, your Company is well placed to withstand turbulent times and improve its performance in terms of both topline and bottom-line.

CONSOLIDATED FINANCIAL STATEMENTS

The annual accounts of subsidiaries and related information are kept at the Registered Office of the Company, as also at the registered offices of respective subsidiary companies and will be available to investors seeking information at any time.

PERFORMANCE OF THE SUBSIDIARY COMPANIES a. Roto Pumps GmbH - A wholly owned subsidiary in Germany engaged in the business of sales and marketing of the Company''s products in the German region to service customers more effectively. During the year, the subsidiary achieved a sales turnover of Euro 3,537,576.78 and earned a profit after tax of Euro 44,183.21.

b. Roto Pumps Americas, Inc. - A wholly owned subsidiary in USA which has an operating wholly owned subsidiary in the name and style of Roto Pumps North America, Inc. Germany engaged in the business of sales and marketing of Company''s products in the American region. During the year, the operating subsidiary achieved a sales turnover of USD 3,287,913 and earned a profit after tax of USD 316,475.

c. Roto Overseas Pte. Ltd. - A wholly owned subsidiary in Singapore which has operating subsidiaries as per below:

i. Roto Pumps (Africa) Pty Ltd, South Africa, a company engaged in the business of sales and marketing of pumps and parts of pumps in the African region. Roto Overseas Pte Ltd holds almost 100% shares in the subsidiary. During the year, the subsidiary achieved sales turnover of Rand 24,042,718 and profit after tax of Rand 708,385.

ii. Roto Pumps (Malaysia) Sdn. Bhd., Malaysia Germany is engaged in the business of sales and marketing of the Company''s products in Malaysia, Indonesia and Singapore. During the period under review, the subsidiary achieved sales turnover of MYR 7,019,282 and profit after tax of MYR 793,042.

d. Roto Energy Systems Ltd. - A wholly owned subsidiary was incorporated to carry on the business of solar pumping systems. The subsidiary is taking steps towards commencement of its business operations. During the year under review, the subsidiary incurred revenue expenses amounting to ?82.99 lakhs.

A statement containing the salient features of financial statements of the subsidiary companies in the prescribed Form AOC-1 is annexed as per Annexure-A.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

During the year under review, your Company acquired 29,00,000 equity shares of face value ?10/- each in Roto Energy Systems Limited (Indian subsidiary), a wholly owned subsidiary company incorporated in India. Your Company has also granted a loan amounting to ?90.00 lakhs to its Indian subsidiary.

Your company has not given any other loan or provided any guarantees during the year under review.

FIXED DEPOSITS

Your Company has neither accepted nor renewed any deposits during the financial year under review.

RELATED PARTY TRANSACTIONS

2013 (''the Act'') and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. There were no materially significant Related Party Transactions made by your Company during the year that would have required Shareholder approval under Regulation 23 of securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Prior omnibus approval of the Audit Committee has been obtained for transactions which are repetitive in nature. A statement of all Related Party Transactions is placed before the Audit Committee for its review on a quarterly basis, specifying the nature, value and terms and conditions of the transactions and other relevant details as are required in terms of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. Details of the transactions with Related Parties are provided at Note no. 40 of the accompanying standalone financial statements.

RISK MANAGEMENT

INTERNAL CONTROL SYSTEM AND ITS ADEQUACY

Your Company has adequate internal control systems commensurate with the size of the Company and the nature of its business.

Further, in terms of provisions of Section 138 of the Companies Act, 2013 and the rules made thereunder, your Company has appointed M/s. Kapoor Tandon & Co., Chartered Accountants as its Internal Auditor to conduct the internal audit of the functions and activities and review of internal controls system in the Company. Based on the report of internal audit function, the Board undertakes corrective action in their respective areas and thereby strengthens the controls.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

There was no change in Directorship and key managerial personnel during the year.

Pursuant to the provisions of the Companies Act, 2013 read with the Articles of Association of the Company, Mr. Anurag Gupta, Director (DIN: 00334160) retires from the Board by rotation, and is eligible for re-appointment.

ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS COMMITTEES AND OF DIRECTORS:

of the Directors as well as the evaluation of the working of its Committees. The Nomination and Remuneration Committee has laid down the evaluation criteria, procedure and time schedule for the Performance Evaluation process for the Board, its Committees and Directors.

INDEPENDENT DIRECTORS AND THEIR MEETINGS

Independent Directors were provided an insight about their roles, duties, rights and responsibilities. They were given a fair idea and knowledge about the working, strategy and the organizational structure of the Company so that they could adapt to the company culture and contribute through active participation and interaction in a better manner.

The Nomination and Remuneration Policy adopted by your Company deals with the criteria for selection and determining the Independence of Directors and also the Remuneration policy for directors, Key Managerial Personnel (KMP) and other employees. The Remuneration policy is available at the website of the Company at http://www./investors/policies.html.

Your Company''s Independent Directors meet at least once in a financial year without the presence of Executive Directors or Management Personnel. Such meetings are conducted to enable the Independent Directors to discuss matters pertaining to the Company''s Affairs and put forth their views. During the year under review, one meeting of the Independent Directors was held on 30^thMarch, 2023 where all the independent directors were present.

BOARD, COMMITTEES AND THEIR MEETINGS

DIRECTORS'' RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act, 2013, the Board hereby submits 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, if any;

(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 your Company at the end of the financial year and of the profit of your Company for the financial year;

(c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for

safeguarding the assets of your Company and for preventing, detecting fraud and other irregularities;

(d) The directors had prepared the annual accounts on a going concern basis

(e) The directors had laid down internal financial controls to be followed by your Company and that such internal financial controls were adequate and were operating effectively; and

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

CORPORATE SOCIAL RESPONSIBILITY

Your Company has formulated its Corporate Social Responsibility (CSR) Policy to undertake CSR activities as specified in the Schedule VII to the Companies Act, 2013. CSR Policy is available at http://www.rotopumps.com/investors/policies.html. The Annual Report of CSR activity for the financial year 2022-23 is annexed at Annexure -B.

POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE

Your Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at the Workplace, in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under. The Policy aims to provide protection to employees at the workplace and prevent and redress any complaint(s) of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure. Your Company has complied with the provisions of the Act relating to the constitution of Internal Complaints Committee. Your Company has not received any complaint of sexual harassment during the year under review.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

Your Company has adopted a Whistle Blower Policy, to provide a formal mechanism to the Directors and employees to report their genuine concerns about unethical behavior, actual or suspected fraud or violation of the Company''s Code of Conduct or ethics policy. The Policy provides for adequate safeguards against victimization of employees or director who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee.

It is affirmed that no personnel of your Company has been denied access to the Audit Committee. The policy has been adopted in compliance with the requirements of SEBI and Section 177(9) of the Companies Act, 2013 and the Rules thereunder including any amendment(s) thereto.

MATERIAL CHANGES AND COMMITMENT, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THESE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT Pursuant to approval of the Members of the Company vide Postal Ballot resolution dated 29.06.2023, your Company has allotted fully paid-up 1,57,03,805 equity shares of ?2/- each on 11.07.2023 in proportion of 1:1 to its existing shareholders holding shares as on the record date fixed for the purpose, i.e. 08.07.2023 by way of capitalization of equivalent amount from the securities premium account.

Apart from the above, there were no material changes and commitments affecting the financial position of your Company have occurred between the end of the financial year to which these financial statements relate and on the date of this report.

SECRETARIAL STANDARDS

Your Company has complied with the requirements of the mandatory secretarial standards issued by the Institute of Company Secretaries of India.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE COURTS OR REGULATORS

No significant and material orders have been passed by the Regulators or Courts or Tribunals which would impact the going concern status of your Company and its future operations.

AUDITORSa. Statutory Auditors

M/s. R. N. Marwah & Co. LLP, Chartered Accountants, New Delhi (Firm Registration no. 001211N/N500019) were appointed as the Statutory Auditors of the Company for a period of five years to hold office from the conclusion of the 47^th AGM till the conclusion of the 52^nd AGM of the Company to be held in the year 2027 by the members of the Company at their Annual General Meeting held on 29^thSeptember, 2022.

b. Branch Auditors

The term of the Branch Auditors of the Warehouse and Marketing Offices of the Company in Australia and U.K., M/s Eric Townsend & Co., Chartered Accountants, Australia and M/s Laytons, Chartered Accountants, U.K., respectively, will expire at the conclusion of the ensuing Annual General Meeting. Board of Directors of your Company is seeking authority to appoint Branch Auditors for the financial year 2023-24.

c. Cost Auditor

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, the Board, on the recommendation of the Audit Committee, at its meeting held on 23^rd May, 2023, has approved the appointment of M/s. Chandra Wadhwa & Co., Cost Accountant, New Delhi (Firm Registration No 00239) as the Cost Auditors for the Company for the financial year ending 31^st March, 2024. They are the Cost Auditor of the Company for the financial year 2022-23. Ratification of remuneration of the Cost Auditor for the financial year 202324 by the shareholders of the Company is being sought at the ensuing Annual General Meeting.

The Report of the Cost Auditor for the financial year ended 31^st March, 2023 shall be filed with the Ministry of Corporate Affairs within the prescribed period.

d. Secretarial Auditors

There is no qualification or observation in the report of the Secretarial Auditors.

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

DECLARATION OF INDEPENDENT DIRECTORS

The Independent Directors have submitted their disclosures to the Board that they fulfill 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 made thereunder.

BOARD INDEPENDENCE

Your Company''s definition of ''Independence'' of Directors is derived from Regulation 16(1) (b) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 149(6) of the Companies Act, 2013. Based on the confirmation / disclosures received from the Directors and on evaluation of the relationships disclosed, the following Non-Executive Directors are Independent in terms of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 149(6) of the Companies Act, 2013.

a) Dr. Ramesh Chandra Vaish

Dr. Ramesh Chandra Vaish, aged about 82 years, holds a degree in M.A., M.Com, LLB, Ph.D. in Economics from University of Florida USA and is a Fellow Member of the Institute of Chartered Accountants of India. Dr. Vaish is an eminent practicing Chartered Accountant having over 49 years of rich and varied experience with specialization in International taxation and finance, tax planning and off-shore investment. Dr. Vaish has an outstanding academic record and after teaching at University of Florida, USA, has worked with Coopers and Lybrand in New York, Singapore, London and New Delhi. Dr. Vaish has been a Senior Counsel, Tax and Business Advisory Services at Price Waterhouse Coopers, New Delhi, besides being a member of the Company Law Advisory Committee, Regional Tax Advisory Committee and various fiscal committees of FICCI and ASSOCHAM.

b) Mr. Anand Bordia

Mr. Anand Bordia, aged 79 years is a retired IRS Officer, holds degree in M.A. Mr. Bordia has over 40 years of professional experience, most of which have been at a senior level in the Government of India and International Organizations. Mr. Bordia has worked in Ministry of Finance and Ministry of Social Justice & Empowerment in the Government of India. Mr. Bordia has been Member Finance in National Highway Authority of India. Mr. Bordia has also worked in Indian Customs and Central Excise Department and held various field positions such as Commissioner of Customs and Director Audit. Mr. Bordia has also worked in the Secretariat of Custom Cooperation Council, Brussels.

c) Mr. Basant Seth

Mr. Seth aged 71 years is a Science graduate from Banaras Hindu University, a qualified Chartered Accountant and also has Post Graduate Diploma in Bank Management from National Institute of Bank Management, Pune. Mr. Seth has retired as Central Information Commissioner after successfully completing his tenure of five years. Before joining the Central Information Commission, he was a banker. He has served Bank of India for a very long period and later SIDBI. He has also served the Syndicate Bank as its Chairman and Managing Director.

d) Mr. Akhil Joshi

Mr. Akhil Joshi aged 64 years, superannuated as Director (Power) from Bharat Heavy Electrical Limited (BHEL). He is a Mechanical Engineer and earned his degree of Mechanical Engineering from Delhi College of Engineering in 1979. Mr. Akhil Joshi has almost four decades of rich experience

in Power Sector, International Operations Division and Corporate Technology Management. During his tenure at the International Operations Division, he played a key role in the strategic growth of the company''s overseas business in highly competitive markets such as the Middle East, South East Asia, the CIS region, the Mediterranean and Europe. He successfully pioneered BHEL''s maiden entry into a range of overseas markets including, among others, Iraq, Vietnam, Belarus, Bangladesh, Cyprus and Egypt. He played a pivotal role in negotiating and securing key EPC contracts for power projects in Iraq under the Oil-for-Food program and securing approvals from the Sanctions Committee of the United Nations.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules is furnished at Annexure-F.

ANNUAL RETURN

Pursuant to the provisions of Section 92(3) of the Companies Act, 2013, as amended by the Companies (Amendment) Act, 2017 a copy of the Annual Return has been placed on the website of the Company and can be accessed through the web-link: https:// www.rotopumps.com/investors/annual-returns/ under the head Annual Returns.

CORPORATE GOVERNANCE

The Management Discussion and Analysis and the Report on Corporate Governance, as required under Regulation 34 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Schedule V thereof, forms part of the Annual Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR)

The Business Responsibility and Sustainability Report on the environmental, social and governance disclosures, as required under Regulation 34 (2) (f) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, forms part of the Annual Report.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR.

During the year under review, no such application made or proceeding pending against your Company.

DETAILS OF DIFFERENCE BETWEEN THE AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE-TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS.

During the year under review your Company haven''t entered into any one-time settlement.

ACKNOWLEDGEMENTS

For and on behalf of the Board of Directors

Harish Chandra Gupta

Place: Noida Chairman & Managing Director

Date: 11.08.2023 DIN: 00334405

Mar 31, 2018

To the Members of ROTO PUMPS LTD,

The Directors have pleasure in presenting their 43rd Annual Report of the Company together with the Audited Financial Statements for the financial year ended 31st March, 2018.

Financial Performance

Your Companyâs financial performance for the year under review along with the previous yearâs figure is given here under:

Amount Rs. In Lacs

Particulars	Financial year ended
Particulars	31st March, 2018	31st March 2017*
Revenue from Operations	1091.20	9926.07
Other Income	141.82	41.16
Profit / (loss) before finance costs, depreciation and taxation	2297.07	2132.53
Less: Finance Costs	271.34	317.08
Depreciation	692.40	729.91
Profit before Taxation	1333.33	1085.54
Less Taxation	477.35	376.02
Profit after tax	855.98	709.52
Add: Other Comprehensive Income	30.16	(56.70)
Total Comprehensive Income for the year	886.14	652.82

*Figures for the previous financial year ended 31.03.2017 have been reinstated as per the New Accounting Standards (Ind-AS) that have become applicable to the Company from the transition date April 1, 2016.

Dividend

Your Directors are pleased to recommend a dividend of â 0.40 (i.e. 20%) per share for the financial year ended 31st March, 2018, which if approved by the Members at the forthcoming Annual General Meeting would result in a dividend outflow of Rs. 61,81,522/- and dividend distribution tax of Rs. 12,70,624/aggregating to a total outflow of Rs. 74,52,146/-.

Share Capital

The Paid-up Equity Share Capital of your Company as on 31st March, 2018 was Rs. 309.08 Lacs. During the year under review, your Company has not issued any shares, bonus shares or bought back any shares. The Company has not issued shares with differential voting rights. It has neither issued employee stock options nor sweat equity shares and does not have any scheme to fund its Employees to purchase the shares of the Company.

Transfer of un-claimed dividend to Investor Education and Protection Fund

In terms of the provisions of Section 124(5) of the Companies Act, 2013 and Rule 3 of the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, the un-claimed dividend relating to the financial year 2009-10 has been remitted to the Investor Education and Protection Fund established by the Central Government. Further, the un-claimed dividend relating to the financial year 2010-11 is becoming due for remittance to the said Investor Education and Protection Fund on 25.10.2018.

Further, in terms of the provisions of Section 124(6) of the Companies Act, 2013, and Rule 6 of the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, shares related to the dividend to be transferred to Investor Education and Protection Fund as stated above, on which dividend for next six years remained unclaimed / unpaid, will also become due for transfer to the Investor Education and Protection Fund on said date.

Details of un-claimed dividend are available on the Companyâs website at http://www.rotopumps.com/unclaimed-dividend.html www.rotopumps.com.

Year in retrospect

Your Company has achieved an income from Operations of Rs. 10911.95 lacs against previous yearâs income of Rs. 9926.07 lacs. Domestic sales were Rs. 3718.57 lacs as compared to Rs. 4182.32 lacs. Export sales were Rs. 7193.38 lacs as compared to Rs. 5743.75 lacs, registering a growth of 25.24% over last year. Export sales include Rs. 4497.31 lacs, sales from Marketing Outlets in United Kingdom and Australia. Revenue from export sales constitutes 65.92% of the total revenue from operations.

Outlook

Your companyâs operations are expected to do better as sales would continue to rise backed by healthy order book and growing global economy. Domestic front is also looking encouraging with projected growth in GDP as 7.5% leading to increased spending by Government & Private Sector as well as positive effects of policy reforms implemented by the Government.

Consolidated Financial Statements

The Consolidated Financial Statements of the Company and its subsidiaries and joint venture have been prepared in accordance with Indian Accounting Standard 110 notified by the Ministry of Corporate Affairs, Government of India and form part of the Annual Report and are reflected in the Consolidated Financial Statements of the Company.

The annual accounts of the subsidiaries and Joint Venture Company and related information are kept at the Registered Office of the Company, as also at the registered offices of the respective subsidiary companies and will be available to investors seeking information at any time.

Performance of the Subsidiaries and Joint Venture Company Roto Pumpen GmbH - a wholly owned subsidiary company setup in Germany during the financial year 2011-12 to carry on the sales and marketing of the Companyâs products in German region to service the customers more effectively. The subsidiary had incurred a loss of Euro 6982 during the year under review.

The operations of the subsidiary are currently under suspension as per the decision of the Board. Effective steps are being taken to make the Subsidiary operational in the near future.

Roto Pumps Americas, Inc. - a wholly owned subsidiary company setup in USA during the financial year 2014-15. The subsidiary had further setup a wholly owned subsidiary company in the name and style of Roto Pumps North America, Inc. to carry on sales and marketing of Companyâs products in North American region and also maintain warehouse facility to carry inventory. During the year under review, the subsidiary has earned a profit of USD 112,923.

Roto Overseas Pte Ltd - a Joint Venture Company (JVC) setup during financial year 2014-15 in Singapore with Mr. Ed Lemke of South Africa. Your Company holds sixty percent stake in the joint venture company. The JVC holds almost 100% stake in Roto Pumps (Africa) Pty Ltd, South Africa, a company engaged in the business of sales and marketing of pumps and parts of pumps in the African Region. During the year under review, the subsidiary has earned a profit of RAND 228,171.

Statements containing the salient features of financial statements of wholly owned subsidiary companies and Joint Venture Company in the prescribed Form AOC-1 is annexed as per Annexure-A.

Particulars of Loans, Guarantees or Investments

Your Company has neither made any investments nor has it given any loan or provided any guarantees during the during the year under review.

Fixed Deposits

Your Company has neither accepted nor renewed any deposits during the financial year under review.

Related Party Transactions

All Related Party Transactions that were entered into by the Company during the year under review were on an armâs length basis and in the ordinary course of business and were in compliance with the applicable provisions of the Companies Act, 2013 (âthe Actâ) and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. There were no materially significant Related Party Transactions made by your Company during the year that would have required Shareholder approval under Regulation 23 of securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

All Related Party Transactions are placed before the Audit Committee for approval. Prior omnibus approval of the Audit Committee has been obtained for the transactions which are repetitive in nature. A statement of all Related Party Transactions is placed before the Audit Committee for its review on a quarterly basis, specifying the nature, value and terms and conditions of the transactions and other relevant details as are required in terms of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. Details of the transactions with Related Parties are provided at Note no. 40 of the accompanying standalone financial statements.

Risk Management

Your Company has formulated a risk management policy to put in place a procedure to inform the Board about the risk assessment and minimization procedure. The Company has also formed a Risk Management Committee comprising of Directors and Executives of your Company to assess the risk and minimization procedures and report the same to the Board at the meetings.

Internal Control System and its adequacy

Your Company has an adequate internal control system commensurate with the size of the Company and nature of its business.

Further, in terms of provisions of Section 138 of the Companies Act, 2013 and the rules made thereunder, your Company has appointed M/s. Kapoor Tandon & Co., Chartered Accountants as its Internal Auditor to conduct the internal audit of the functions and activities of the Company. Based on the report of internal audit function, the Board undertakes corrective action in their respective areas and thereby strengthens the controls.

Directors and Key Managerial Personnel

Pursuant to the provisions of the Companies Act, 2013 read with the Articles of Association of the Company, Mr. Arvind Veer Gupta, Director (DIN: 00334233) retires from the Board by rotation, and is eligible for re-appointment.

Annual Evaluation of Board Performance and Performance of its Committees and of Directors:

Pursuant to the provisions of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual evaluation of its own performance, performance of the Directors as well as the evaluation of the working of its Committees. The Nomination and Remuneration Committee has laid down the evaluation criteria, procedure and time schedule for the Performance Evaluation process for the Board, its Committees and Directors.

Independent Directors and their meetings

The Independent directors were provided an insight about their roles, duties, rights and responsibilities. They were given a fair idea and knowledge about the working, strategy and the organizational structure of the company so that they could adapt to the company culture and contribute through active participation and interaction in a better manner.

Your Companyâs Independent Directors meet at least once in a financial year without the presence of Executive Directors or Management Personnel. Such meetings are conducted to enable the Independent Directors to discuss matters pertaining to the Companyâs Affairs and put forth their views. During the year under review, one such meeting of the Independent Directors was held on 10th February, 2018 where all the independent directors except Mr. Anand Bordia were present.

Board, Committees and their meetings

Five (5) meetings of the Board were convened and held during the year under review. Details of the composition of the Board and its Committees and of the Meetings held and attendance of the Directors at such Meetings, are provided in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013, the Rules made thereunder and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Directorsâ Responsibility Statement

In accordance with the provisions of Section 134(5) of the Companies Act, 2013, the Board hereby submits 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, if any;

(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 your Company at the end of the financial year and of the profit and loss of your 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 the Companies Act, 2013 for safeguarding the assets of your 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 had laid down internal financial controls to be followed by your Company and that such internal financial controls were 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.

Corporate Social Responsibility

Your Company has formulated its Corporate Social Responsibility (CSR) Policy to undertake the CSR activities as specified in the Schedule VII to the Companies Act, 2013. CSR Policy is available at http://www.rotopumps.com/investors/policies.html. The Annual Report of CSR activity for the financial year 2017-18 is annexed at Annexure -B.

Policy on prevention, prohibition and redressal of sexual harassment at Workplace

Your Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at the Workplace, in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under. The Policy aims to provide protection to employees at the workplace and prevent and redress any complaint(s) of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure. Your Company has complied with the provisions of the Act relating to the constitution of Internal Complaints Committee, to inquire into complaints of sexual harassment and recommend appropriate action. Your Company has not received any complaint of sexual harassment during the year under review.

Vigil Mechanism / Whistle Blower Policy

Your Company has adopted a Whistle Blower Policy, to provide a formal mechanism to the Directors and employees to report their concerns about unethical behavior, actual or suspected fraud or violation of the Companyâs Code of Conduct or ethics policy. The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee.

Material changes and commitment, if any, affecting the financial position of the Company occurred between the end of the financial year to which these financial statements relate and the date of the report

No material changes and commitments affecting the financial position of your Company have occurred between the end of the financial year to which these financial statements relate and on the date of this report.

Significant and Material Orders passed by the Courts or Regulators

No significant material orders have been passed by the Regulators or Courts or Tribunals which would impact the going concern status of your Company and its future operations.

Auditors

a. Statuary Auditors

M/s. R. N. Marwah & Co. LLP, Chartered Accountants, Firm Registration no. 001211N/N500019 were appointed as the Statutory Auditors of the Company for a period of five years by the members of the Company at their Annual General Meeting held on 29th September, 2017 subject to ratification at every intervening Annual General Meeting under section 139 of the Companies Act, 2013. Such requirement of ratification of appointment of Statutory Auditors at every intervening Annual General Meeting has since been dispensed with by the Companies (Amendment) Act, 2017; accordingly, no such ratification is required.

The observations of the Auditors in their report read with the notes to accounts are self-explanatory and do not call for any further action or information.

b. Branch Auditors

The term of the Branch Auditors of the Warehouse and Marketing Offices of the Company in Australia and U.K., M/s Eric Townsend & Co., Chartered Accountants, Australia and M/s Layton Lee, Chartered Accountants, U.K., respectively, will expire at the conclusion of the ensuing Annual General Meeting. Board of Directors of your Company is seeking authority to appoint Branch Auditors for the financial year 2018-19.

c. Cost Auditor

In terms of the provisions of Companies (Cost Records and Audit) Rules, 2014 for time being in force, your Company was not required to appoint a Cost Auditor to carry out audit of the cost records for the year under review.

However, Company is required to maintain cost records as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013 and accordingly such accounts and records are being made and maintained by the Company.

d. Secretarial Auditors

There is no qualification or observation in the report of the Secretarial Auditors.

Conservation of energy, Technology absorption, Foreign Exchange earnings and outgo

Declaration of Independent Directors

Board independence

Your Companyâs definition of âIndependenceâ of Directors is derived from Regulation 16(1) (b) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 149(6) of the Companies Act, 2013. Based on the confirmation / disclosures received from the Directors and on evaluation of the relationships disclosed, the following Non-Executive Directors are Independent in terms of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 149(6) of the Companies Act, 2013:

a) Mr. B. S. Ramaswamy

Mr. B. S. Ramaswamy, aged about 89 years is a retired IA & AS Officer. He is a Science and Commerce Graduate, Graduate Engineer and the Senior Most Cost and Management Accountant in the Country. He has an experience of over 63 years in the key functions of Finance & Accounts in the Government and various other organizations in the field of Finance, Accounts, Cost Accounting and other allied management functions.

b) Dr. Ramesh Chandra Vaish

Dr. Ramesh Chandra Vaish, aged about 77 years holds a degree in M.A., M.Com, LLB, Ph.D. in Economics from University of Florida USA and is a Fellow Member of the Institute of Chartered Accountants of India. Dr. Vaish is an eminent practicing Chartered Accountant having over 46 years of rich and varied experience with specialization in International taxation and finance, tax planning and off-shore investment. Dr. Vaish has an outstanding academic record and after teaching at University of Florida, USA, has worked with Coopers and Lybrand in New York, Singapore, London and New Delhi. Dr. Vaish has been a Senior Counsel, Tax and Business Advisory Services at Price Waterhouse Coopers, New Delhi, besides being a member of the Company Law Advisory Committee, Regional Tax Advisory Committee and various fiscal committees of FICCI and ASSOCHAM.

c) Mr. Anand Bordia

Mr. Anand Bordia, aged 74 years is a retired IRS Officer, holds degree in M.A. Mr. Bordia has 38 years of professional experience, most of which has been at a senior level in the Government of India and International Organizations. Mr. Bordia has worked in Ministry of Finance and Ministry of Social Justice & Empowerment in the Government of India. Mr. Bordia has been Member Finance in National Highway Authority of India. Mr. Bordia has also worked in Indian Customs and Central Excise Department and held various field positions such as Commissioner of Customs and Director Audit. Mr. Bordia has also worked in the Secretariat of Custom Cooperation Council, Brussels.

d) Mrs. Annapurna Dixit

Mrs. Annapurna Dixit, aged about 70 years, a retired Information Commissioner, Central Information Commission, is a Graduate in Physics (Hons), Masters and M. Phil in Education. Mrs. Dixit has worked for over two decades as an Officer in the India Country Office of the United Nations Childrenâs Fund. Mrs. Dixit closely worked with the relevant Ministries of Government of India, State Governments, NCW, NHRC, IMA, NIPCCD and with NGOs for ensuring protection of rights of women and children.

e) Mr. Basant Seth

Mr. Seth aged 66 years is a Science graduate from Banaras Hindu University, a qualified Chartered Accountant and also has Post Graduate Diploma in Bank Management from National Institute of Bank Management, Pune. Mr. Seth has retired as Central Information Commissioner after successfully completing his tenure of five years. Before joining the Central Information Commission, he was a banker. He has served Bank of India for a very long period and later SIDBI. He has also served the Syndicate Bank as its Chairman and Managing Director.

Mr. Seth has extensive Board level experience having served as Bank of Indiaâs nominee on the Board of Indo-Zambian Bank, Zambia and Commonwealth Finance Corporation Ltd Hong Kong besides holding the post of Whole Time Director in SIDBI and CMD of Syndicate Bank. He has long experience and expertise in Bank Management, Corporate Governance, Financial & Administrative matters.

Particulars of Employees and related disclosures

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules is annexed at in Annexure-F.

Listing of Shares

The Equity Shares of your Company are listed at the BSE Ltd, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400001. The annual listing fee for the year 2018-19 has been fully paid.

Annual Return

Pursuant to the provisions of Section 92(3) of the Companies Act, 2013, as amended by the Companies (Amendment) Act, 2017 a copy of the Annual Return has been placed on the website of the Company and can be accessed through the web-link: http://www. rotopumps.com/investors.html under the head Annual Returns.

Corporate Governance

The Management Discussion and Analysis and the Report on Corporate Governance, as required under Regulation 34 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Schedule V thereof, forms a part of this Annual Report.

Acknowledgements

Your Directors place on record their sincere thanks to the Bankers, Business Associates, Consultants, and various Government Authorities for their continued support extended to your Companyâs activities during the year under review. Your Directors also acknowledge gratefully the shareholders for their valuable support and confidence reposed in the Company.

For and on behalf of the Board of Directors

Harish Chandra Gupta

Place: Noida Chairman& Managing Director

Dated:14.08.2018 DIN: 00334405

Mar 31, 2016

BOARD''S REPORT

To the Members of ROTO PUMPS LTD

The Directors have pleasure in presenting their 41^st Annual Report of the Company together with the Audited Financial Statements for the financial year ended 31st March, 2016.

Financial Results

The Company''s financial performance for the year under review along with previous year''s figure is given here under:

Amount Rs, In Lacs

Particulars	Financial year ended
Particulars	31st March, 2016	31st March, 2015
Revenue from Operations	9,497.94	9,427.95
Other Income	31.79	6.64
Profit / (loss) before finance costs, depreciation and taxation	1,693.87	1,870.10
Less: Finance Costs	318.22	223.27
Depreciation	765.43	484.14
Profit before Taxation	610.22	1,162.69
Less :Taxation	182.44	421.18
Profit after tax	427.78	741.51
Add: Profit brought forward	3,905.99	3,372.15
Less: Additional depreciation upto 31.03.2015	_-	16.06
Profit available for appropriation	4,333.77	4,097.60
Appropriations:
Proposed Dividend	30.90	92.72
Dividend Distribution Tax	6.29	18.87
Transfer to General Reserve	-	80.00
Surplus carried to Balance Sheet	4,296.57	3,905.99

Dividend

Your Directors are pleased to recommend a dividend of INR

0.20 per share (i.e.10%) for the financial year ended 31st March, 2016, which if approved by the members at the forthcoming Annual General Meeting would result in a dividend outflow of INR 30,90,761/-and dividend distribution tax of '' 6,29,206 /- aggregating a total outflow of '' 37,19,967/-.

Share Capital

The Paid up Equity Share Capital as on 31st March, 2016 was Rs, 3.09 Crores. During the year under review, your Company has not issued any shares, bonus shares or bought back any shares. The Company has not issued shares with differential voting rights. It has neither issued employee stock options nor sweat equity shares and does not have any scheme to fund its employees to purchase the shares of the Company.

Transfer of unclaimed dividend to Investor Education and Protection Fund

In terms of the provisions of Section 205A(5) of the Companies Act, 1956, the unclaimed dividend relating to the financial year 2007-08 has been remitted to the Investor Education and Protection Fund established by the Central Government. Further, the unclaimed dividend relating to the financial year 2008-09 is becoming due for remittance to the said Investor Education and Protection Fund on 06.11.2016.

Details of unclaimed dividend are available on the Company''s website at www.rotopumps.com.

Year in retrospect

Your Company has achieved income from operations of '' 9497.94 lacs against previous year''s income of '' 9427.95 lacs, registering a marginal growth of 3.9%. Domestic sale was '' 3307.07 lacs as compared to '' 3117.72 lacs, registering growth of 6% over last year. Export sale was '' 6190.87 lacs as compared to '' 6310.23 lacs which was lower than last year by 1.9%.Export sales include '' 4122.95 lacs, sales from Marketing Outlets in United Kingdom and Australia. Revenue from total export sales constitutes 65.18 % of total revenue from operations. The reason for marginal fall in export sales has been due to sluggish growth in major economies.

Outlook

Your company''s operations are expected to be better due to marginal rise in Export sales including to overseas subsidiaries. On Domestic front, the outlook is looking slightly encouraging with projected GDP growth of 7.6%, this would auger increased Govt. spending in infrastructure and investments by private sector due to economic reforms including Goods and Service Tax. The pressure on margins would however continue as there is still a wide gap between supply and demand.

Consolidated Financial Statements

The Consolidated Financial Statements of the Company and its subsidiaries and joint venture have been prepared in accordance with Accounting Standard 21 issued by the Institute of Chartered Accountants of India, form part of the Annual Report and are reflected in the Consolidated Financial Statements of the Company.

Performance of the Subsidiaries and Joint Venture Company

a. Roto Pumpen GmbH - a wholly owned subsidiary company setup in Germany during the financial year 2011-12 to carry on the sales and marketing of the Company''s products in German region to service the customers more effectively. The subsidiary has commenced its business operations in the last quarter of the previous year. The subsidiary had achieved an

Income of Euro 199,307 and incurred a loss of Euro 90,847 during the year under review.

Considering the economic conditions and other factors, the Board of Directors has decided to suspend the business operations of Roto Pumpen GmbH, German Subsidiary Company from 31st August, 2016. The related market would be directly served by the Marketing Office in United Kingdom.

b. Roto Pumps Americas, Inc.-a wholly owned subsidiary company setup in USA. during the previous year The subsidiary had further setup a wholly owned subsidiary company in the name and style of Roto Pumps North America, Inc. to carry on sales and marketing of Company''s products in North American region and also maintain warehouse facility to carry inventory. During the year under review, it achieved an Income of USD 696,756 and incurred a loss of USD 334,852.

c. Roto Overseas Pte Ltd - a Joint Venture Company (JVC) setup during the previous year in Singapore with Mr. Ed Lemke of South Africa. Your Company holds sixty percent stake in the joint venture company. The JVC had acquired a strategic majority equity stake in Ecochem Pumps Pty Ltd, a South African Company engaged in the sales and marketing pumps and other related equipment. During the year, the JVC has divested its said equity stake at par value. Further, the JVC has placed sales proceeds of equity stake in another South African Company known as Roto Pumps (Africa) Pty Ltd with intent to acquire majority stake. Proceedings for acquisition of equity stake could not be completed till 31st March, 2016. Roto Pumps (Africa) Pty Ltd has started sales and marketing of pumps and parts of pumps during the year under review and has achieved a sales turnover of South African Rand (ZAR) 613,493 and incurred a loss of ZAR 533,702. The process of acquisition of shares is being completed.

Statements containing the salient features of financial statements of wholly owned subsidiary companies and joint venture company in the prescribed Form AOC-1 is annexed as per Annexure-A.

Particulars of Loans, Guarantees or Investments

Your Company has made following investments during the year under review;

a. Rs, 1,46,79,751/- to acquire 2,00,000 equity shares of Euro 1 each in the share capital of Roto Pumpen GmbH, an existing wholly owned subsidiary company in Germany;

b. Rs, 2,93,76,500/- to acquire 4,50,000 equity shares of USD 1 each in the share capital of Roto Pumps Americas, Inc. a new wholly owned subsidiary company in USA;

Your Company has not given any loan or provided any guarantees as on 31st March, 2016.

Fixed Deposits

The Company has neither accepted nor renewed any deposits during the year under review.

Related Party Transactions

All Related Party Transactions that were entered into by the Company during the year under review were on an arm''s length basis and in the ordinary course of business and were in compliance with the applicable provisions of the Companies Act, 2013 (''the Act'') and Securities and Exchange Board of India ( Listing Obligations and Disclosure Requirements) Regulations, 2015. There were no materially significant Related Party Transactions made by the Company during the year that would have required Shareholder approval under Section 188 of the companies Act, 2013 and Regulation 23 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

All Related Party Transactions are placed before the Audit Committee for approval. Prior omnibus approval of the Audit Committee has been obtained for the transactions which are repetitive in nature. A statement of all Related Party Transactions is placed before the Audit Committee for its review on a quarterly basis, specifying the nature, value and terms and conditions of the transactions and other relevant details as are required in terms of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. Details of the transactions with Related Parties are provided at Note no. 28 of the accompanying standalone financial statements.

Risk Management

The Company has formulated a risk management policy to put in place a procedure to inform the Board about the risk assessment and minimization procedure. The Company has also formed a Risk Management Committee comprising of Directors and Executives of the Company to assess the risk and minimization procedures and report the same to the Board at the meetings.

Internal Control System and its adequacy

Your Company has an adequate internal control system commensurate with the size of the Company and nature of its business.

Further, in terms of provisions of Section 138 of the Companies Act, 2013 and the rules made there under, your Company has appointed M/s. Kapoor Tandon & Co., Chartered Accountants as its Internal Auditor to conduct the internal audit of the functions and activities of the Company. Based on the report of internal audit function, the Board undertakes corrective action in the respective areas and thereby strengthens the controls.

Directors and Key Managerial Personnel

Pursuant to the provisions of the Companies Act, 2013 read with the Articles of Association of the Company, Mrs. Asha Gupta, Director DIN: 00334345 retires from the Board by rotation, and is eligible for re-appointment.

The Board had re-appointed Mr. Harish Chandra Gupta, Chairman & Managing Director, Mr. Anurag Gupta, Dy Managing Director and Mr. Arvind Veer Gupta, Whole-time

Director for a further term of three years commencing from 1st April, 2016, their re-appointment were approved by the members by way of Special resolutions at their Fortieth Annual General Meeting held on 30^th September, 2015. The Board has appointed Mr. Pradeep Jain, Deputy General Manager - Finance and Accounts of the Company as the Chief Financial Officer of the Company at its meeting held on 10.11.2015.

Annual Evaluation of Board Performance and Performance of its Committees and of Directors:

Pursuant to the provisions of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual evaluation of its own performance, performance of the Directors as well as the evaluation of the working of its Committees. The Nomination and Remuneration Committee has laid down the evaluation criteria, procedure and time schedule for the Performance Evaluation process for the Board, its Committees and Directors

Independent Directors and their meetings

The Independent directors were provided an insight about their roles, duties, rights and responsibilities. They were given a fair idea and knowledge about the working, strategy and the organizational structure of the company so that they could adapt to the company culture and contribute through active participation and interaction in a better manner.

The Nomination and Remuneration Policy adopted by the company deals with the criteria for selection and determining the Independence of Directors and also the Remuneration policy for directors, Key Managerial Personnel (KMP) and other employees. Remuneration policy is available at http://www.rotopumps.com/investors/ policies.html.

Your Company''s Independent Directors meet at least once in a financial year without the presence of Executive Directors or Management Personnel. Such meetings are conducted to enable the Independent Directors to discuss matters pertaining to the Company''s Affairs and put forth their view. During the year under review, one meeting of the Independent Directors was held on 10th November, 2015.

Board and Committee and their meetings

Five meetings of the Board were convened and held during the year under review. Details of the composition of the Board and its Committees and of the Meetings held and attendance of the Directors at such Meetings, are provided in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013, the Rules made there under and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Directors'' Responsibility Statement

In accordance with the provisions of Section 134(5) of the Companies Act, 2013, the Board hereby submits 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, if any;

(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 the companies Act, 2013 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 had laid down internal financial controls to be followed by the Company and that such internal financial controls were 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.

Corporate Social Responsibility

The Company has formulated its Corporate Social Responsibility (CSR) Policy to undertake the CSR activities as specified in the Schedule VII to the Companies Act, 2013. CSR Policy is available at http://www.rotopumps.com/ investors/policies.html. The Annual Report of CSR activity for the financial year 2015-16 is annexed at Annexure B.

Policy on prevention, prohibition and redressal of sexual harassment at Workplace

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at the Workplace, in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under. The Policy aims to provide protection to employees at the workplace and prevent and redress any complaint(s) of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure. The Company has also constituted an Internal Complaints Committee, to inquire into complaints of sexual harassment and recommend appropriate action. Your Company has not received any complaint of sexual harassment during the financial year 2015-16.

Vigil Mechanism / Whistle Blower Policy

The Company has adopted a Whistle Blower Policy, to provide a formal mechanism to the Directors and employees to report their concerns about unethical behavior, actual or suspected fraud or violation of the Company''s Code of Conduct or ethics policy. The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee.

It is affirmed that no personnel of the Company has been denied access to the Audit Committee. The policy has been adopted in compliance with the requirements of SEBI and Section 177(9) of the Companies Act, 2013 and the Rules there under.

No material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year to which these financial statements relate and on the date of this report.

Significant and Material Orders passed by the Courts or Regulators

No significant material orders have been passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company and its future operations.

Auditors

a. Statuary Auditors

M/s A. Kay. Mehra & Co. Chartered Accountants, Firm Registration no. 050004C were appointed as the Statutory Auditors for a period of one year by the members of the Company at their Annual General Meeting held on 30th September, 2015.In terms of the provisions of Section 139 of the Companies Act, 2013 read with Companies (Removal of Difficulties) Third Order, 2016, they are eligible for appointment at the ensuing Annual General for a period of one year.

It is proposed to appoint the exiting Auditors, M/s A. Kay Mehra & Company, Chartered Accountants to hold office till the concluding of next Annual General Meeting. The Company has received a certificate from the above Auditors to the effect that if they are reappointed, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013. The observations of the Auditors in their report read with the notes to accounts are self-explanatory and do not call for any further action or information.

b. Branch Auditors

The term of the Branch Auditors of the Warehouse and Marketing Offices of the Company in Australia and U. K., M/s G C Perry & Co., Certified Practicing Accountant, Australia and M/s Layton Lee, Chartered Accountants,

U.K., respectively, will expire at the conclusion of the ensuing Annual General Meeting. Board of Directors of your Company is seeking authority to appoint Branch Auditors for the financial year 2016-17.

c. Cost Auditor

In terms of the provisions of Companies (Cost Records and Audit) Rules, 2014 as amended by Companies (Cost Records and Audit) Amendment Rules, 2016 dated 14.07.2016, your Company was not required to appoint a Cost Auditor to carry out audit of the cost records for the year under review.

d. Secretarial Auditors

M/s Dayal & Maur, Company Secretaries have been appointed as the Secretarial Auditors to carry out the secretarial audit for the year under review. The Secretarial Audit Report for the financial year ended 31st March, 2016 is annexed at Annexure-C. Regarding audit observation for corporate social responsibility spending, the Company has decided as a part of CSR to support research & development of energy based treatments for preventive health care. The Company has committed a sum of Rs, 35.00 lacs as its contribution for this purpose. This will be released as soon as substantial progress has been made on this project.

Conservation of energy, Technology absorption, Foreign Exchange earnings and outgo

The information pertaining to conservation of energy, technology absorption, Foreign exchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished at Annexure-D.

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 independence

Your Company''s definition of ''Independence'' of Directors is derived from Regulation 16(1) (b) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 149(6) of the Companies Act, 2013. Based on the confirmation / disclosures received from the Directors and on evaluation of the relationships disclosed, the following Non-Executive Directors are Independent in terms of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 149(6) of the Companies Act, 2013 :-

a) Mr. B. S. Ramaswamy

Mr. B. S. Ramaswamy, aged about 87 years is a retired IA & AS Officer. He is a Science and Commerce

Graduate, Graduate Engineer and the Senior Most Cost and Management Accountant in the Country. He has an experience of over 61 years in the key functions of Finance & Accounts in the Government and various other organizations in the field of Finance, Accounts, Cost Accounting and other allied management functions.

b) Dr. Ramesh Chandra Vaish

Dr. Ramesh Chandra Vaish, aged about 75 years holds a degree in M. A., M. Com, LLB, Ph. D. in Economics from University of Florida USA and is a Fellow Member of the Institute of Chartered Accountants of India. Dr. Vaish is an eminent practicing Chartered Accountant having over 45 years of rich and varied experience with specialization in international taxation and finance, tax planning and off-shore investment. Dr. Vaish has an outstanding academic record and after teaching at University of Florida, USA, has worked with Coopers and Lybrand in New York, Singapore, London and New Delhi. Dr. Vaish has been a Senior Counsel, Tax and Business Advisory Services at Price Waterhouse Coopers, New Delhi, besides being a member of the Company Law Advisory Committee, Regional Tax Advisory Committee, and various fiscal committees of FICCI and ASSOCHAM.

c) Mr. Anand Bordia

Mr. Anand Bordia,aged 72 years is a retired IRS Officer, holds degree in M.A. Mr. Bordia has 36 years of professional experience most of which have been at a senior level in the Government of India and International Organizations. Mr. Bordia has worked in Ministry of Finance and Ministry of Social Justice and Empowerment in the Government of India. Mr. Bordia has been Member Finance in National Highway Authority of India. Mr. Bordia has also worked in Indian Customs and Central Excise Department and held various field positions such as Commissioner of Customs and Director Audit. Mr. Bordia has also worked in the Secretariat of Custom Cooperation Council, Brussels.

d) Mr. Vijoy Kumar

Mr. Vijoy Kumar, aged 73 years is retired Chairman of U. P. Electricity Regulatory Commission, holds degree in B. Sc. Engineering (Electrical) from BIT, Sindri, Bihar. Mr. Vijoy Kumar has worked in Central Electricity Authority from 1965 to 2003 and held prestigious positions such as Secretary Central Electricity Authority, Member Secretary, Western Regional Electricity Board, Member Secretary, Northern Regional Electricity Board, Member Secretary, North Eastern Electricity Board, Advisor Power, North Eastern Council, Director, North Eastern Electric Power Company.

e) Mrs. Annapurna Dixit

Mrs. Annapurna Dixit, aged about 68 years, a retired Information Commissioner, Central Information Commission, is a Graduate in Physics (Hons) and Masters and M. Phil in Education. Mrs. Dixit has worked for over two decades as an Officer in the India Country Office of the United Nations Children''s Fund. Mrs. Dixit closely worked with the relevant Ministries of Government of India, State Governments, NCW, NHRC, IMA, NIPCCD and with NGOs for ensuring protection of rights of women and children.

Particulars of Employees and related disclosures

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules is annexed at in "Annexure F".

Listing of Shares

The Equity Shares of your Company are listed at the BSE Ltd, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai -400001. The Annual Listing fee for the year 2016-17 has been paid.

Extract of Annual Return

Pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 the extract of Annual Return in Form MGT- 9 annexed at Annexure-G.

Corporate Governance

The Management Discussion and Analysis Report and the Report on Corporate Governance, as required under Regulation 34 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Schedule V thereof, forms a part of the Annual Report.

Acknowledgements

Your Directors place on record their sincere thanks to bankers, business associates, consultants, and various Government Authorities for their continued support extended to your Company''s activities during the year under review. Your Directors also acknowledge gratefully the shareholders for their support and confidence reposed in the Company.

For and on behalf of the Board of Directors

Place: Noida Harish Chandra Gupta

Dated : 12.08.2016 Chairman & Managing Director

DIN: 00334405

Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting herewith the Thirty Ninth Annual Report and Audited Statement of Accounts of the Company for the Financial Year ended 31st March, 2014.

Financial Results

The summarized financial performance of the Company for the financial year ended 31st March, 2014 as compared to the previous year is as under:

Amount Rs. in lacs

Particulars Financial Year Ended

31st March, 2014 31st March, 2013

Revenue from Operations 8958.95 8871.49

Other Income 61.37 47.34

Profit / (loss) before interest, depreciation and taxation 1890.15 1464.51

Interest 145.37 187.45

Depreciation 279.94 253.87

Profit before Taxation 1464.84 1202.85

Taxation 505.78 397.09

Profit after tax 959.06 805.76

Profit brought forward 2617.57 1983.62

Profit available for appropriation 3576.63 2789.38

Appropriations:

Proposed Dividend 92.72 77.27

Dividend Distribution Tax 15.76 12.53

Transfer to General Reserve 96.00 82.00

Surplus carried to Balance Sheet 3372.15 2617.58

Dividend

Your Directors are pleased to recommend a dividend of Rs. 3.00 per share of Rs. 10/- each i.e. 30% for the financial year ended 31st March, 2014, which if approved by the members at the forthcoming Annual General Meeting will be paid out of the profits of the Company for the said year. The payout of Dividend will involve cash outflow of Rs. 108.48 lacs including dividend distribution tax.

Transfer to the Investor Education and Protection Fund

In terms of Section 205C of the Companies Act, 1956, the unclaimed dividend relating to the financial year 2005-06 has been remitted to the Investor Education and Protection Fund established by the Central Government. Further, the unclaimed dividend relating to the financial year 2006-07 is becoming due for remittance on 5th November, 2014 to the said Investor Education and Protection Fund.

Year in retrospect

Your Company has registered income from operations of Rs. 8958.95 Lacs against previous year''s income of Rs. 8871.49 lacs. The Export turnover during the year was Rs. 5622.26 lacs as compared to Rs. 5538.69 lacs in the preceding year. Revenue from exports constitutes 62.76% of total revenue.

There has been nominal growth during the year under review. This has been mainly due to lack of growth in domestic market on account of due to fall in economic activities especially in project business. On International front, the North American market has not been encouraging coupled with the decline in revenues from Australia, which has been severally affected due to downturn in mining sector.

Outlook

Your Company''s operations are showing improvement. However, times ahead look challenging. Indian Economy is expected to grow by 5.5% in 2014-15. With the formation of new Government in the Country, which is focused on growth, the economy should witness a turn around with new polices and initiatives being undertaken. This should pave the way for infrastructure and industrial development, which would lead to increased demand for your Company''s products.

On the International front, the scenario seems to be positive with US and European economies are registering positive growth. The emerging Economies including China and India are also looking positive. This would allow growth to your Company in all focused key markets. Your Company would continue to grow its export sales mainly in U.K & Europe, Australia, U.S., Southern African and Middle East markets.

First phase of your Company''s project for expansion and modernization of the manufacturing facilities at Greater Noida has been completed and commissioned. Second phase would be commissioned in the third quarter of the current financial year. This would not only enhance your Company''s manufacturing capabilities but also enable to service the customers more effectively.

Subject to any unforeseen circumstances, your Company is expected to register a significant growth in 2014-15.

Fixed deposits

Your Company has not accepted any fixed deposits during the year.

Subsidiary Company

Your Company had setup a wholly owned subsidiary in Germany in the name and style ''Roto Pumpen GmbH. The subsidiary company has yet not started its business activities and the same may be started during the later part of the current year. Annual accounts of the subsidiary company for the financial year ended 31st March, 2014 in terms of the provisions of section 212 (1) read with section 212 (2) a (ii) of the Companies Act, 1956 are annexed. A statement pursuant to the provisions of Section 212 (3) and Section 212 (5) of the Companies Act, 1956 in respect of the subsidiary company is also annexed. The Consolidated Financial Statements include financial statements of the subsidiary company.

Joint Venture Company

Your Company has setup a joint venture company in Singapore in April 2014 in the name and style of Roto Overseas Pte Ltd with Mr. Ed Lemke, Managing Director, Ecochem Pumps (Pty) Ltd, South Africa in the proportion of 60:40. The joint venture company has acquired a strategic stake of 51% in Ecochem Pumps (Pty) Ltd. Ecochem Pumps Pty Ltd is engaged in the business of distribution of pumps and related equipment in African Region. This would facilitate easy entry of your Company''s products into the vast South African Market

Listing of Shares

The Equity Shares of your Company are presently listed at the BSE Ltd, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400001, The Delhi Stock Exchange Ltd., DSE House, 3 / 1, Asaf Ali Road, New Delhi - 110 002 and The U. P. Stock Exchange Ltd., Padam Towers, 14/113, Civil Lines, Kanpur - 208 001. The Annual Listing fee for the year has been fully paid.

Considering the requirement of the U. P. Stock Exchange Ltd and in view of the zero trading in your Company''s shares on Kanpur and Delhi Stock Exchanges, the Board has at its meeting held on 13th August 2014 approved delisting of your Company''s shares from The Delhi Stock Exchange Ltd. and The U. P. Stock Exchange Ltd.

Directors

Pursuant to the provisions of the Companies Act, 2013 read with the Articles of Association of the Company, Mr. Anurag Gupta, Director retires from the Board by rotation, and is eligible for re-appointment.

Mrs. Annapurna Dixit, Independent Additional Director was appointed by the Board and holds office upto the date of the ensuing Annual General Meeting. Mrs. Dixit is eligible and offered herself for re-appointment as an independent director for a consecutive term of five years.

Mr. B. S. Ramaswamy, Dr. Ramesh Chandra Vaish, Mr. Anand Bordia and Mr. Vijoy Kumar are independent directors of the Company, liable to retire by rotation under the provisions of the Companies Act, 1956. In terms of the provisions of the Companies Act, 2013, independent directors shall hold office for a consecutive term of five year. They are eligible and have offered for re-appointment as independent directors for a consecutive term of five years.

Auditors

The term of the present Auditors of the Company, M/s A. Kay Mehra & Co., Chartered Accountants, New Delhi, will expire at the conclusion of the ensuing Annual General Meeting. They have been Auditors of the Company since inception. In terms of the provisions of the Companies Act, 2013, your Company has a time of three years to change the Auditors and would comply with the same in due course. As such, they are eligible for re-appointment.

The observation of the Auditors in their report read with notes to the accounts are self-explanatory and do not call for any further information / clarification.

Branch Auditors

The term of the Branch Auditors of the Warehouse and Marketing Offices of the Company in Australia and U. K., M/s G C Perry & Co., Certified Practicing Accountant, Australia and M/s Layton Lee, Chartered Accountants, U.K., respectively, will expire at the conclusion of the ensuing Annual General Meeting and they are eligible for re-appointment.

Cost Auditor

M/s Chandra Wadhwa & Co., Cost Accountants, New Delhi were appointed as the Cost Auditor of the Company pursuant to an order made under section 233 B of the Companies Act, 1956 for conducting audit of the cost accounts maintained by the Company for the financial year ended 31st March, 2014. Cost Audit Report for 2012-13 was filed on 18th December, 2013. The due date for filing of the same was 30th September, 2013.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

Particulars with respect to conservation of energy etc. as required under Section 217 (1) (e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the report of Board of Directors) Rules, 1988 are as under:

Conservation of Energy:

Although the Company''s operations involve low energy consumption, due attention was paid to optimise the use of energy by improved operational methods. The efforts to conserve and optimise the use of energy by improved operational methods and other means will continue.

The Efforts to conserve and optimise the use of energy have an impact of reducing energy consumption and thereby reducing cost of production of goods.

Technology Absorption, Adaptation and Innovation:

The Company made further progress in the product development work for complete range of pumps as well as developing other cost effective pumps. The Company is constantly exploring the possibility of diversification / alliance by contacting leading overseas manufacturers of fluid engineering equipment.

Personnel

The Board places on record its appreciation of the hard work and dedicated efforts put in by all the employees of the Company. The relations between the management and the employees continued to be cordial. Information as per Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 for the financial year ended 31st March, 2014 are annexed and marked as Annexure 2, which forms part of this report.

Corporate Governance

As required by Clause 49 of the Listing Agreement with the Stock Exchanges, Management Discussion & Analysis Report and Corporate Governance Report as well as the Auditor''s Certificate regarding compliance of the conditions of Corporate Governance, form part of this Report.

Directors'' responsibility statement

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956, your Directors, based on the representations received from the operating management, confirm that:

a. In the preparation of the annual accounts, the applicable accounting standards have been followed alongwith proper explanation relating to material departures.

b. They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2014 and of the profit of the Company for the financial year ended on that date.

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

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

Acknowledgements

Your Directors wish to place on record their deep sense of appreciation of the co-operation, support and assistance extended by Government Departments, Banks, Business Associates and are especially grateful to all the Shareholders for their support and the confidence reposed in the Company, which has been a source of immense strength to the Company

For and on behalf of the Board

Sd/- Place : Noida Harish Chandra Gupta Dated : 13.08.2014 Chairman & Managing Director

Mar 31, 2013

To the Members of ROTO PUMPS LIMITED

The Directors have pleasure in presenting herewith the Thirty Eighth Annual Report and Audited Statement of Accounts of the Company for the Financial Year ended 31st March, 2013.

FINANCIAL RESULTS

The summarized financial performance of the Company for the financial year ended 31st March, 2013 as compared to the previous year is as under:

Amount Rs. in lacs

Particulars Financial Year Ended

31st March, 2013 31st March, 2012

Revenue from Operations 8,871.49 7,627.92

Other Income 40.56 73.73

Profit/(loss) before interest, depreciation and taxation 1,644.17 1,464.51

Interest 187.45 193.31

Depreciation 253.87 195.95

Profit before Taxation 1,202.85 1,075.25

Taxation 397.09 347.78

Profit after tax 805.76 727.47

Profit brought forward 1,983.62 1,421.05

Profit available for appropriation 2,789.38 2,148.52 Appropriations:

Proposed Dividend 77.27 77.27

Dividend Distribution Tax 12.53 12.53

Transfer to General Reserve 82.00 75.10

Surplus carried to Balance Sheet 2,617.58 1,983.62

Dividend

Your Directors are pleased to recommend a dividend of Rs. 2.50 per share of Rs. 10/- each i.e. 25% for the financial year ended 31st March, 2013, which if approved by the members at the forthcoming Annual General Meeting will be paid out of the profits of the Company for the said year. The payout of Dividend will involve cash outflow of Rs. 89.80 lacs including dividend tax.

Transfer to the Investor Education and Protection Fund

In terms of Section 205C of the Companies Act, 1956 the unclaimed dividend relating to the financial year 2004-05 has been remitted to the Investor Education and Protection Fund established by the Central Government. Further, the unclaimed dividend relating to the financial year 2005-06 is becoming due for remittance on 4th November, 2013 to the said Investor Education and Protection Fund.

Year in retrospect

Your Company has registered the highest ever income from operations of Rs. 8,871.49 Lacs representing an increase of 16.30% over previous year''s turnover of Rs. 7,627.92 lacs. The Export turnover during the year was Rs. 5,538.69 lacs as compared to Rs. 4,607.58 lacs in the preceding year, this amounts to an increase of 20.20% over last year. Export Sales constitutes 62.73% of total sales.

Outlook

Your Company''s operations are showing consistent improvements. However, time ahead looks challenging. Indian Economy is expected to grow by 5.50% in 2013-14. There are concerns of Government''s policy decision fronts, which is compounding the severity of the adverse situations. Unless, Government comes out with concrete policy decisions paving the way for infrastructure and industrial development, growth expectation would be minimal.

On the International front, the scenario is also not looking promising in emerging economies; however there is silver lining as the U S economy is showing signs of improvements. Your Company would continue to grow its export sales mainly in U S and middle east markets as well as through its Warehouse and Marketing Offices in U.K. and Australia.

Subject to unforeseen circumstances, the Company is expected to register an improved performance in 2013-14.

Construction work at Greater Noida Project is in full swing. The Project is scheduled to be functional in the fourth quarter of the current financial year. This would enhance the Company''s ability to service the Customers'' more efficiently and cater to market of the higher capacity pumps as well.

Fixed deposits

Your Company has not accepted any fixed deposits during the year.

Subsidiary Company

Your Company had setup a wholly owned subsidiary in Germany in the name and style ''Roto Pumpen GmbH. The subsidiary company has yet not started its business activities and the same may be stared during the later part of the current year. Annual accounts of the subsidiary company in terms of the provisions of section 212 (1) read with section 212 (2) a (ii) of the Companies Act, 1956 are annexed. A statement pursuant to the provisions of Section 212 (3) and Section 212 (5) of the Companies Act, 1956 in respect of the subsidiary company is also annexed. The Consolidated Financial Statements include financial results of the subsidiary company.

Listing of Shares

The Equity Shares of your Company are presently listed at the BSE Ltd, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400001, The Delhi Stock Exchange Association Ltd., DSE House, 3/1, Asaf Ali Road, New Delhi - 110 002 and The U. P. Stock Exchange Association Ltd., Padam Towers, 14/113, Civil Lines, Kanpur - 208 001. The Annual Listing fee for the year has been fully paid.

Directors

Pursuant to the provisions of the Companies Act, 1956 read with the Articles of Association of the Company, Dr. Ramesh Chandra Vaish and Mr. Vijoy Kumar, Directors are due to retire from the Board by rotation, and are eligible for reappointment.

Auditors

The term of the present Auditors of the Company, M/s A. Kay Mehra & Co., Chartered Accountants, New Delhi, will expire at the conclusion of the ensuing Annual General Meeting. They are eligible for re-appointment.

The observation of the Auditors in their report read with notes to the accounts are self-explanatory and do not call for any further information/clarification.

Branch Auditors

The term of the Branch Auditors of the Warehouse and Marketing Offices of the Company in Australia and U.K., M/s G C Perry & Co., Certified Practicing Accountant, Australia and M/s Layton Lee, Chartered Accountants, U.K., respectively, will expire at the conclusion of the ensuing Annual General Meeting and they are eligible for re-appointment.

Cost Auditor

M/s Chandra Wadhwa & Co., Cost Accountants, New Delhi were appointed as the Cost Auditor of the Company pursuant to an order made under section 233 B of the Companies Act, 1956 for conducting audit of the cost accounts maintained by the Company for the financial year ended 31st March, 2013. Cost Audit Report for 2011-12 was filed on 18th January 2013. The due date for filing of the same was 28th February 2013

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Out Go

Particulars with respect to conservation of energy etc. as required under Section 217 (1) (e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the report of Board of Directors) Rules, 1988 are as under:

Conservation of Energy:

Although the Company''s operations involve low energy consumption, due attention was paid to optimize the use of energy by improved operational methods. The efforts to conserve and optimize the use of energy by improved operational methods and other means will continue.

The Efforts to conserve and optimize the use of energy have an impact of reducing energy consumption and thereby reducing cost of production of goods.

Technology Absorption, Adaptation and Innovation:

The Company made further progress in the product development work for complete range of pumps as well as developing other cost effective pumps. The Company is constantly exploring the possibility of diversification/alliance by contacting leading overseas manufacturers of fluid engineering equipment.

Foreign Exchange Earnings and Outgo:

Particulars with respect to Foreign Exchange Earnings and Outgo etc. as required under Section 217 (1) (e) of the Companies Act, 1956 and the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 for the financial year ended 31st March, 2013 are annexed and marked as Annexure-1 which forms part of this report.

Personnel

The Board places on record its appreciation of the hard work and dedicated efforts put in by all the employees of the Company. The relations between the management and the employees continue to be cordial. Information as per Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 for the financial year ended 31st March, 2013 are annexed and marked as Annexure-2, which forms part of this report.

Corporate Governance

As required by Clause 49 of the Listing Agreement with the Stock Exchanges, Management Discussion & Analysis Report and Corporate Governance Report as well as the Auditor''s Certificate regarding compliance of the conditions of Corporate Governance, form part of this Report.

Directors'' responsibility statement

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 your Directors, based on the representations received from the operating management, confirm that:

a. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

b. They have selected such accounting policies and applied them consistently and made judgments and estimates which 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, 2013 and of the profit of the Company for the financial year ended on that date.

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

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

Acknowledgements

Your Directors wish to place on record their deep sense of appreciation of the co-operation, support and assistance extended by Government Departments, Banks, Business Associates and are especially grateful to all the Shareholders for their support and the confidence reposed in the Company, which has been a source of immense strength to the Company.

For and on behalf of the Board

Sd/-

Place : Noida Harish Chandra Gupta

Dated : 08.08.2013 Chairman & Managing Director

Mar 31, 2012

To the Members of ROTO PUMPS LIMITED

The Directors have pleasure in presenting herewith the Thirty Seventh Annual Report and Audited Statement of Accounts of the Company for the Financial Year ended 31st March, 2012.

FINANCIAL RESULTS

The summarized financial performance of the Company for the financial year ended 31st March, 2012 as compared to the previous year is as under:

Amount Rs.in lacs

Particulars Financial Year Ended 31st March, 2012 31st March, 2011

Revenue from Operations 7627.92 47.24

Other Income 73.73 46.35

Profit / (loss) before interest, depreciation and taxation 1464.51 1130.03

Interest 193.31 161.36

Depreciation 195.95 150.24

Profit before Taxation 1075.25 818.43

Taxation 347.78 279.33

Profit after tax 727.47 539.10

Profit brought forward 1421.05 1025.94

Profit available for appropriation 2148.52 1565.04

Appropriations:

Proposed dividend 77.27 77.27

Dividend Tax 12.53 12.83 Transfer to General Reserve 75.10 53.89

Surplus carried to Balance Sheet 1983.62 1421.05

Dividend

Your Directors are pleased to recommend a dividend of Rs 2.50 per share of Rs 10/- each i.e. 25% for the financial year ended 31st March, 2012, which if approved by the members at the forthcoming Annual General Meeting will be paid out of the profits of the Company for the said year. The payout of Dividend will involve cash outflow of Rs 89.80 lacs including dividend tax.

Transfer to the Investor Education and Protection Fund

In terms of Section 205C of the Companies Act, 1956, the unclaimed dividend relating to the financial year 2004-05 is due for remittance on 4th November, 2012 to the Investor Education and Protection Fund established by the Central government.

Year in retrospect

Your Company has registered the highest ever turnover of Rs 7701.65 Lacs representing an increase of 28.50% over previous year's turnover of Rs 5993.59 lacs. The Export turnover during the year was Rs 4595.90 lacs as compared to Rs 3488.77 lacs in the preceding year, this amounts to an increase of 31.73% over last year. Export Sales constitutes 58.26% of total sales.

Outlook

Your Company's operations are showing consistent improvements. Indian Economy is expected to grow by 6.50% in 2012- 13. This would offer growth opportunities particularly in infrastructure development and related projects which would result in increased opportunities for growth of the Company.

On the International front, your Company had setup a wholly owned subsidiary company in Germany to carry on sales and marketing activities in Germany and adjoining German speaking Countries to cater to the customers in that region more effectively. The Subsidiary Company did not commence its business activities due to downturn in European economy particularly in manufacturing sector. It was decided to defer the commencement of business activities of the German subsidiary to the later part of the current year. Continued acceptance of the Company's products in established markets and new markets in Middle East and America and the operations of Warehouse and Marketing Offices in U.K. and Australia would lead to increased export turnover.

Subject to the unforeseen circumstances, the Company is expected to register an improved performance in 2012-13.

Your Company has undertaken an expansion cum modernization of the production facilities to augment its capacities as well as to improve operational efficiencies to cater to increased demand. In this direction, your Company has acquired efficient machines / machining centers. The new machines / machining centers have been installed in existing location. Your Company had also acquired Industrial Land of 20,000 Sqm but has not been able to commence construction activities due to lack of proper infrastructure at the site. It is planned to start construction for production facilities at the said new location in the third quarter of the current year and it would take around one year to complete the work.

Fixed deposits

Your Company has not accepted any fixed deposits during the year.

Subsidiary Company

Your Company had setup a wholly owned subsidiary in Germany in the name and style ÃÂ¢ÃÃRoto Pumpen GmbH. The subsidiary company has yet not started its business activities and the same may be stared during the later part of the current year. Annual accounts of the subsidiary company in terms of the provisions of section 212 (1) read with section 212 (2) a (ii) of the Companies Act, 1956 are annexed. A statement pursuant to the provisions of Section 212 (3) and Section 212 (5) of the Companies Act, 1956 in respect of the subsidiary company is also annexed. The Consolidated Financial Statements include financial results of the subsidiary company.

Listing of Shares

The Equity Shares of your Company are presently listed at the BSE Ltd, Phiroze Jeejeebhoy Towers, Dalai Street, Mumbai

- 400001, The Delhi Stock Exchange Association Ltd., DSE House, 3/1, Asaf Ali Road, New Delhi - 110 002 and The U. P. Stock Exchange Association Ltd., Padam Towers, 14/113, Civil Lines, Kanpur - 208 001. The Annual Listing fee for the year has been fully paid.

Directors

Pursuant to the provisions of the Companies Act, 1956 read with the Articles of Association of the Company, Mrs. Asha Gupta and Mr. Arvind Veer Gupta, Directors are due to retire from the Board by rotation, and are eligible for re-appointment.

Auditors

The term of the present Auditors of the Company, M/s A. Kay Mehra & Co., Chartered Accountants, New Delhi, will expire at the conclusion of the ensuing Annual General Meeting. They are eligible for re-appointment.

The observation of the Auditors in their report read with notes to the accounts are self-explanatory and do not call for any further information / clarification.

Branch Auditors

The term of the Branch Auditors of the Warehouse and Marketing Offices of the Company in Australia and U.K., M/s G C Perry & Co., Certified Practicing Accountant, Australia and M/s Layton Lee, Chartered Accountants, U.K., respectively, will expire at the conclusion of the ensuing Annual General Meeting and they are eligible for re-appointment.

Cost Auditor

M/s Chandra Wadhwa & Co., Cost Accountants, New Delhi were appointed as the Cost Auditor of the Company pursuant to an order made under section 233 B of the Companies Act, 1956 for conducting audit of the cost accounts maintained by the Company for the financial year ended 31st March , 2012.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Out Go

Particulars with respect to conservation of energy etc. as required under Section 217 (1) (e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the report of Board of Directors) Rules, 1988 are as under:

Conservation of Energy:

Although the Company's operations involve low energy consumption, due attention was paid to optimise the use of energy by improved operational methods. The efforts to conserve and optimise the use of energy by improved operational methods and other means will continue.

The Efforts to conserve and optimise the use of energy have an impact of reducing energy consumption and thereby reducing cost of production of goods.

Technology Absorption, Adaptation and Innovation:

The Company made further progress in the product development work for complete range of pumps as well as developing other cost effective pumps. The Company is constantly exploring the possibility of diversification / alliance by contacting leading overseas manufacturers of fluid engineering equipment.

Foreign Exchange Earnings and Outgo:

Particulars with respect to Foreign Exchange Earnings and Outgo etc. as required under Section 217 (1) (e) of the Companies Act, 1956 and the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 for the financial year ended 31st March, 2012 are annexed and marked as Annexure - 1 which forms part of this report.

Personnel

The Board places on record its appreciation of the hard work and dedicated efforts put in by all the employees of the Company. The relations between the management and the employees continue to be cordial. Information as per Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 for the financial year ended 31st March, 2012 are annexed and marked as Annexure 2, which forms part of this report.

Corporate Governance

As required by Clause 49 of the Listing Agreement with the Stock Exchanges, Management Discussion & Analysis Report and Corporate Governance Report as well as the Auditor's Certificate regarding compliance of the conditions of Corporate Governance, form part of this Annual Report.

Directors' responsibility statement

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956, your Directors, based on the representations received from the operating management, confirm that;

a. In the preparation of the annual accounts, the applicable accounting standards have been followed alongwith proper explanation relating to material departures.

b. They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2012 and of the profit of the Company for the financial year ended on that date.

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

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

Acknowledgements

Your Directors wish to place on record their deep sense of appreciation of the co-operation, support and assistance extended by the Government Departments, Banks, Business Associates and are especially grateful to all the Shareholders for their support and the confidence reposed in the Company, which has been a source of immense strength to the Company.

For and on behalf of the Board Place : Noida Harish Chandra Gupta

Dated : 13.08.2012 Chairman & Managing Director

Mar 31, 2011

To the Members of

ROTO PUMPS LIMITED

The Directors have pleasure in presenting herewith the Thirty Sixth Annual Report and Audited Statement of Accounts of the Company for the Financial Year ended 31 st March, 2011.

FINANCIAL RESULTS

The summarized financial performance of the Company for the financial year ended 31 st March, 2011 as compared to the previous year is as under:

Amount Rs. in lacs

Particulars 2010-11 2009-10

Sales Turnover 6,155.08 5,144.70

Other Income 74.75 21.75

Profit / (loss) before interest, depreciation and taxation 1,130.52 876.24

Interest 161.36 115.15

Depreciation 150.24 133.49

Profit before Taxation 818.91 627.60

Taxation 280.05 212.16

Profit after tax 538.86 415.44

Profit brought forward 1,025.94 713.98

Profit available for appropriation 1,564.80 1,129.42

Appropriations

Proposed dividend 77.27 61.85

Dividend Tax 12.59 10.50

Transfer to General Reserve 53.89 31.16

Surplus carried to Balance Sheet 1,421.05 1,025.94

DIVIDEND

Your Directors are pleased to recommend a dividend of Rs. 2.50 per share of Rs. 10/- each i.e. 25% for the financial year ended 31 st March, 2011, which if approved by the members at the forthcoming Annual General Meeting will be paid out of the profits of the Company for the said year. The payout of Dividend will involve cash outflow of Rs. 90.10 lacs including dividend tax.

YEAR IN RETROSPECT

Your Company has registered the highest ever turnover of Rs. 6,155.08 Lacs representing an increase of 19.64% over previous year's turnover of Rs. 5,144.70 lacs. The Export turnover during the year was Rs. 3,488.77 lacs as compared to Rs. 2,742.44 lacs in the preceding year, this amounts to an increase of 27.21% over last year. Export Sales constitutes 56.68% of total sales.

OUTLOOK

Your Company's operations are showing consistent improvements. Indian Economy is expected to grow by 7.50% in 2011-12. This would offer growth opportunities particularly in infrastructure development and related projects which would result in increased opportunities for growth of the Company.

On the International front, your Company has setup a wholly owned subsidiary company in Germany to carry on sales and marketing activities in Germany and adjoining German speaking Countries to cater to the customers in that region more effectively. The subsidiary company would start its business activities in the later part of the current year. Continued acceptance of the Company's products in established markets and the operations of Warehouse and Marketing Offices in U. K. and Australia and functioning of German subsidiary, would lead to increased export turnover.

With the above, subject to unforeseen circumstances, the Company is expected to register an improved performance in 2011-12.

Your Company has undertaken an expansion cum modernization of the production facilities to augment its capacities as well as to improve operational efficiencies to cater to increased demand. In this direction, your Company has acquired efficient machines / machining centers. The new machines / machining centers are being installed at existing location. Your Company has also acquired an Industrial Land of 20,000 Sqm but has not been able to complete the modernization of the production facilities on this land, as the infrastructure development work on the land is not complete. Your Company may be able to start construction for production facilities and office at the said new location in the third quarter of the current year and it would take around one year to complete the work.

In order to introduce more cost effective and efficient products, the Company has also acquired new designs from United Kingdom. The new design pumps are currently under prototype development stage and would be launched in the market in the next financial year.

FIXED DEPOSITS

Your Company has not accepted any fixed deposits during the year.

SUBSIDIARY COMPANY

Your company did not have any subsidiary company as on 31 st March, 2011. However, a wholly owned subsidiary company, in the name and style 'Roto Pumpen GmbH is setup in Germany during the financial year 2011-12, which would start its business activities in the later part of the current year.

LISTING OF SHARES

The Equity Shares of your Company are presently listed at the Bombay Stock Exchange Ltd, Phiroze Jeejeebhoy Towers, Dalai Street, Mumbai-400001, The Delhi Stock Exchange Association Ltd., DSE House, 3/1, Asaf AN Road, New Delhi - 110 002 and The U. P. Stock Exchange Association Ltd., Padam Towers, 14/113, Civil Lines, Kanpur-208 001. The Annual Listing fee for the year has been fully paid.

DIRECTORS

Pursuant to the provisions of the Companies Act, 1956 read with the Articles of Association of the Company, Shri B. S. Ramaswamy and Shri Anurag Gupta, Directors are due to retire from the Board by rotation, and are eligible for re-appointment.

Shri Anand Bordia was appointed as a director in the, casual vacancy caused by the resignation of Shri K Chandramauli and holds office upto the date of the ensuing annual General Meeting. Your company has received a notice from a member alongwith the requisite security deposit signifying his intention to propose the candidature of Shri Anand Bordia for the office of the director of the Company.

AUDITORS

The term of the present Auditors of the Company, M/s A. Kay Mehra & Co., Chartered Accountants, New Delhi, will expire at the conclusion of the ensuing Annual General Meeting. They are eligible for re-appointment.

The observation of the Auditors in their report read with notes to the accounts are self-explanatory and do not call for any further information / clarification.

BRANCH AUDITORS

The term of the Branch Auditors of the Warehouse and Marketing Offices of the Company in Australia and U. K., M/s G C Perry & Co., Certified Practicing Accountant, Australia and M/s Layton Lee, Chartered Accountants, U.K., respectively, will expire at the conclusion of the ensuing Annual General Meeting and they are eligible for re-appointment.

COST AUDITOR

M/s Chandra Wadhwa & Co., Cost Accountants, New Delhi were appointed as the Cost Auditor of the Company pursuant to an order made under section 233 B of the Companies Act, 1956 for conducting audit of the cost accounts maintained by the Company for the financial year ended 31 st March, 2011.

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

Particulars with respect to conservation of energy etc. as required under Section 217 (1) (e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the report of Board of Directors) Rules, 1988 are as under:

CONSERVATION OF ENERGY:

Although the Company's operations involve low energy consumption, due attention was paid to optimise the use of energy by improved operational methods. The efforts to conserve and optimise the use of energy by improved operational methods and other means will continue.

The Efforts to conserve and optimise the use of energy have an impact of reducing energy consumption and thereby reducing cost of production of goods.

TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION:

The Company made further progress in the product development work for complete range of pumps as well as developing other cost effective pumps. The Company is constantly exploring the possibility of diversification / alliance by contacting leading overseas manufacturers of fluid engineering equipment.

FOREIGN EXCHANGE EARNINGS AND OUTGO:

Particulars with respect to Foreign Exchange Earnings and Outgo etc. as required under Section 217 (1) (e) of the Companies Act, 1956 and the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 for the financial year ended 31 st March, 2011 are annexed and marked as Annexure - 1 which forms part of this report.

PERSONNEL

The Board places on record its appreciation of the hard work and dedicated efforts put in by all the employees of the Company. The relations between the management and the employees continue to be cordial. Information as per Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 for the financial year ended 31st March, 2011 are annexed and marked as Annexure 2, which forms part of this report.

CORPORATE GOVERNANCE

As required by Clause 49 of the Listing Agreement with the Stock Exchanges, Management Discussion & Analysis Report and Corporate Governance Report as well as the Auditors' Certificate regarding compliance of the conditions of Corporate Governance, form part of this Annual Report.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956, your Directors, based on the representations received from the operating management, confirm that;

a. In the preparation of the annual accounts, the applicable accounting standards have been followed alongwith proper explanation relating to material departures.

b. They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2011 and of the profit of the Company for the financial year ended on that date.

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

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

ACKNOWLEDGEMENTS

Your Directors wish to place on record their deep sense of appreciation of the co-operation, support and assistance extended by the Government Departments, Banks, Business Associates and are especially grateful to all the Shareholders for their support and the confidence reposed in the Company, which has been a source of immense strength to the Company.

For and on behalf of the Board

Place : Noida Harish Chandra Gupta

Dated : 06.08.2011 Chairman & Managing Director

Mar 31, 2010

The Directors have pleasure in presenting herewith their Thirty Fifth Annual Report and Audited Statement of Accounts of your Company for the financial year ended 31st March, 2010.

Financial Results

The summarised financial performance of your Company for the financial year ended 31 st March, 2010 as compared to the previous year is as under:

Amount (Rs. in lacs)

Particulars 2009-10 2008-09

Total Income 5,144.70 5,240.75

Profit(Loss) before Interest, Depreciation and Taxation 876.24 760.96

Less: Interest 115.15 120.37

Depreciation 133.49 120.50

Profit / (Loss) before Tax 627.60 520.09

Less: Provision for Income Tax 230.78 167.11

Provision for Fringe Benefit Tax - 10.56

Deferred Income Tax Charge/(Credit) (18.89) 9.24

Wealth Tax 0.29 0.13

415.42 333.05

Less: Adjustment for Income Tax for earlier years (0.02) 2,54

Adjustment for Fringe benefit tax for earlier years 0.04 -

Profit after Tax 415.44 330 51

Add: Balance brought forward from previous year 713.98 480.93

Profit available for Appropriation 1,129.42 81143 Appropriations

Proposed Dividend 61.82 61.82

Dividend Tax 10.50 10.50

Transfer to General Reserve 31.16 25 13

Surplus carried to Balance Sheet 1,025.94 713.98

Dividend

Your Directors are pleased to recommend a dividend of Rs. 21- per share (i.e. 20% on equity share of Rs 10/- each) for the financial year ended 31st March, 2010, which if approved by the members at the forthcoming Annual General Meeting, will be paid out of the profits of your Company for the said year. The payout of Dividend will involve cash outflow of Rs 72.32 lacs including dividend tax.

Year in retrospect

Your Company has achieved a total turnover of Rs. 5144.70 lacs against Rs. 5240.75 lacs in the previous year. The decrease in turnover was due to lower export sales of Rs. 2742.44 lacs as compared to Rs. 3044.47 lacs in the preceding year, which was mainly due to recessionary trend in the International market. Domestic sale during the year was Rs. 2402.26 lacs against Rs. 2173.82 lacs during the previous year. Warehouse cum Marketing Office in Australia and U K. achieved Sales turnover of Rs 2068.48 lacs against Rs 2310 18 lacs during the previous year. The profit after tax during the year was Rs 415.44 lacs as compared to Rs 330.51 lacs in the preceding year.

Outlook

Your Companys operations are showing improvements. Indian Economy is on a growth path and investment in new projects / infrastructure development is expected to grow, which would result in increased opportunities for growth of your Company.

On the International front, economic conditions are showing improvement. Continued acceptance of your Companys products in established markets and the operations of Warehouse cum Marketing Offices in U. K. and Australia, would lead to increased export turnover.

With the above, the performance of your Company is expected to register an improvement in 2010-11.

Your Company has undertaken an expansion cum modernization of the production facilities to augment its capacities as well as steps to improve operational efficiencies to cater to increased demand. In this direction, your Company has acquired some efficient machinery and also looking for other machineries. Your Company has got possession of its Industrial Land of 20,000 Sqm at Greater Noida, which would enable it to embark on expansion and complete modernisation of its production facilities

Fixed deposits

Your Company has not accepted any fixed deposits during the year

Information under Listing Agreement

The Equity Shares of your Company are presently listed at Bombay Stock Exchange Ltd, Phiroze Jeejeebhoy Towers, Dalai Street, Mumbai - 400001, The Delhi Stock Exchange Association Ltd., DSE House, 3 /1, Asaf Ali Road, New Delhi -110 002 and The U. P. Stock Exchange Association Ltd., Padam Towers, 14/113, Civil Lines, Kanpur-208 001 The Annual Listing fee for the year has been fully paid.

Directors

Shri G. K. Arora, Chairman of the Board of your Company passed away on 5th November, 2009 and as such ceased to be a director of your Company. Shri K. Chandramouli ceased to be a director due to resignation.

The Board of Directors of your Company had appointed Dr. Ramesh Chandra Vaish in the casual vacancy caused due to the sad demise of Shri G. K. Arora and Shri Anand Bordia in the casual vacancy caused due to the resignation of Shri K. Chandramouli. The Board had also appointed Shri Vijoy Kumar as an Additional Director of your Company. The Board of Directors had also re- designated Shri Harish Chandra Gupta as Chairman & Managing Director and Shri Anurag Gupta as Dy Managing Director of your Company

Dr. Ramesh Chandra Vaish and Shri Vijoy Kumar hold office upto the date of ensuing Annual General Meeting Your Company has received notices from the shareholders of your Company signifying their intention to propose candidature of Dr. Ramesh Chandra Vaish and Shri Vijoy Kumar for the office of Directors of your Company.

Pursuant to the provisions of the Companies Act, 1956 read with the Articles of Association of your Company, Shri Arvind Veer Gupta and Srht. Asha Gupta, Directors retire from the Board by rotation and are eligible for re-appointment

Auditors

The term of present Auditors of your Company, M/s A. Kay Mehra& Co., Chartered Accountants, New Delhi, will expire at the conclusion of the ensuing Annual General Meeting. They are eligible for re-appointment

The observation of the Auditors in their report read with notes to the accounts are self-explanatory and do not call for any further information / clarification.

Branch Auditors

The term of the Branch Auditors of the Warehouse cum Marketing Office of your Company in Australia and U K, M/s G C Perry & Co., Certified Practicing Accountant, Australiaand M/s Layton Lee, Chartered Accountants, U.K., respectively, will expire at the conclusion of the ensuing Annual General Meeting and they are eligible for re-appointment.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Out Go

Particulars with respect to conservation of energy etc. as required under Section 217 (1) (e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the report of Board of Directors) Rules, 1988 are as under:

Conservation of Energy:

Although your Companys operations involve low energy consumption, due attention was paid to optimise the use of energy by improved operational methods. The efforts to conserve and optimise the use of energy by improved operational methods and other means will continue.

The Efforts to conserve and optimise the use of energy have an impact of reducing energy consumption and thereby reducing cost of production of goods.

Technology Absorption, Adaptation and Innovation:

Your Company made further progress in the product development work for completing range of pumps as well as developing other cost effective pumps. Your Company is constantly exploring the possibility of diversification / alliance by contacting leading overseas manufacturers of fluid engineering equipment.

Foreign Exchange Earnings and Outgo:

Particulars with respect to Foreign Exchange Earnings and Outgo etc. as required under Section 217 (1) (e) of the Companies Act, 1956 and the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 for the financial year ended 31st March, 2010 are annexed and marked as Annexure -1, which forms part of this report

Personnel

The Board places on record its appreciation of the hard work and dedicated efforts put in by all the employees of your Company. The relations between the management and the employees continue to be cordial. The information as per Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 for the finacial year ended 31st March 2010 are annexed and marked as Annexure-2, which forms part of this report.

Corporate Governance

As required by Clause 49 of the Listing Agreement with the Stock Exchanges, Management Discussion & Analysis Report and Corporate Governance Report as well as the Auditors Certificate regarding compliance of the conditions of Corporate Governance, form part of this Annual Report.

Directors responsibility statement

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956, the Directors, based on the representations received from the operating management, confirm that;

a. In the preparation of the annual accounts, the applicable accounting standards have been followed alongwith the proper explanation relating to material departures.

b They have selected such accounting policies and applied them consistently and nriade judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company as at 31 st March, 2010 and of the profit of your Company for the financial year ended on that date.

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

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

Acknowledgements

Your Directors wish to place on record their deep sense of appreciation of the co-operation, support and assistance extended by the Government Departments, Banks, Business Associates and are especially grateful to all the Shareholders for their support and the confidence reposed in the Company, which has been a source of immense strength to your Company.

For and on behalf of the Board

Place Noida Harish Chandra Gupta

Dated 02 08 2010 Chairman & Managing Director

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