Directors Report of Sudal Industries Ltd.

Mar 31, 2024

Your Directors'' present the Forty Fifth (45^th) Annual Report of the Company together with the Audited Statement of Accounts for the year ended March 31, 2024.

I. FINANCIAL RESULTS

The Company''s performance during the year ended 31^st March, 2017 as compared to the previous financial year, is summarized below:

Particulars	For the financial year ended 31st March, 2024	For the financial year ended 31st March, 2023
Total Revenue	14,419.49	16,170.72
Earnings before interest, depreciation and tax	735.57	-467.47
Less: Interest and Finance Charges	915.57	2,382.96
Less: Depreciation	179.41	239.24
Profit/(Loss) Before Exceptional Item and Taxation	-359.41	-3,089.66
Exceptional Item	12540.97	-248.16
Less: Provisions for Current Tax	0	0
Less: Provision for Deferred Tax	0	0
Less :Provision for tax for earlier year	63.91	0
Profit/(Loss) after Tax	12117.66	-3337.82
Other comprehensive income	-1.00	10.32
Total comprehensive income for the year	12118.66	-3327.51

OPERATIONS AND RESULTS:

During the year under review, the revenue from operation was lower both in terms of value and quantum due to uncertainty in frequent and high price velocity . During the year under review, the NCLT has approved the company''s Base Resolution Plan vide their order dated 10/08/2023.. The Company in accordance with the order of said bench, had raised the Rs20.00 Cr through ICD from a private NBFC , issued 10 lakhs Shares of rs10.00 each to Promoters (Rs1.00 Cr) and arranged the balance of Rs.1.42 Cr from out of their own resources.

As result of such acceptance of resolution plan, , the Company has written back Rs12540.97 lacs towards waiver of Interest and principal amount and thereby the final Net profit after tax for earlier year was Rs. 12118.66 lakhs and even the Net worth of Company has become positive. Jaldhara Properties & Trading Pvt Ltd, has filed an appeal before National Company law Appellate tribunal (NCLAT) for reversal of base resolution plan approved.

There was no change in the nature of business during the year under review.

DIVIDEND:

Considering the operational loss in the current Ffinancial Year, the Board of Directors have not recommended any dividend for the Ffinancial Year under review.

TRANSFER TO RESERVES:

In view of Profit earned after write bake of liability for earlier years , the Board of Directors have not recommended transfer of any amount to reserves.

REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:

During the year under review, the Company did not have any subsidiary, associate and joint venture company. DEPOSITS: The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act 2013 ("the Act") read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review.

DEPOSITS:

The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act 2013 ("the Act") read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review.

DISCLOSURES UNDER SECTION 134 (3) (i) OF THE COMPANIES ACT, 2013:

During the year under review, no material changes and commitments have occurred between the end of the Financial Year of the Company and date of this report which could affect the Company''s financial position.

INTERNAL FINANCIAL CONTROLS:

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. During the year under review, no material or serious observation has been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls.

SIGNIFICANT OR MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL:

No significant or material orders passed by Regulators, courts or tribunals which could affect the operations of the Company.

PARTICULARS OF CONTRACTS/ ARRANGEMENTS WITH RELATED PARTIES:

The details of material transactions / contracts / arrangements entered by the Company with related party / parties as defined under the provisions of Section 2 (76) of the Companies Act, 2013, during the Financial Year under review, are furnished in Annexure - I and forms part of this Report.

PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS AND SECURITIES:

During the year under review, there were no loans, guarantees given and investments made and securities provided on behalf of the others.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT & CORPORATE GOVERNANCE REPORT:

Pursuant to Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis Report is attached and marked as Annexure - II, forms part of this Report.

MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL: BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL:

Mr. Sudarshan Chokhani (DIN: 00243355), being longest in the office is liable to retire by rotation in accordance with the provisions of Section 152 of the Companies Act, 2013, at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. Necessary proposal for his appointment has been included in the Notice of the ensuing Annual General Meeting of the Company.

To fill the casual vacancy caused by the resignation of Ms. Neha Dhuru (DIN: 08206406), Independent Director resigned w.e.f. from May 2, 2023, due to her personal reasons, pursuant to recommendation of the Nomination and Remuneration Committee, the Board of Directors of the Company, subject to approval of members, appointed of Ms. Madhuri Ahire : (10338913) as the Independent Director of the Company, for a period of five years with effect from November 06, 2023 to November 05, 2028. Necessary approval of the Members of the Company will be obtained in the ensuing Annual General Meeting.

Except as above there were no changes in Board of Directors and Key Managerial Personnel of the Company. DECLARATIONS BY INDEPENDENT DIRECTORS:

The Company has received declarations from all the Independent Directors under Section 149(6) of the Companies Act, 2013, confirming their independence vis-a-vis the Company. In the opinion of the Board, each of the Independent Director possess requisite integrity, expertise, and experience for acting as an Independent Director of the Company. All the Independent Directors who are required to undertake the online proficiency selfassessment test as contemplated under Rule 6(4) of the Companies (Appointment and Qualification of Directors) Rules, 2014, have complied with the same.

DISCLOSURES RELATED TO BOARD, COMMITTEES AND POLICIES:a. BOARD MEETINGS:

The Board of Directors met five (5) times during the Financial Year ended March 31, 2024, in accordance with the provisions of the Companies Act, 2013 and rules made thereunder. The dates on which the Board of Directors met during the Financial Year under review are as under:

• May 26, 2023

• August 14, 2023

• August 23,2023

• November 06, 2023

• February 12, 2024

The time interval between two Board meetings did not exceed the maximum permissible limit prescribed under the Act and applicable laws.

b. DIRECTOR''S RESPONSIBILITY STATEMENT:

In terms of Section 134 (5) of the Companies Act, 2013, in relation to the audited financial statements of the Company for the year ended March 31, 2024 the Board of Directors hereby confirms that:

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

• such accounting policies have been selected and applied 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 Financial Year ended March 31, 2024 and of the loss before exceptional Item of the Company for that year;

• proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

• the annual accounts of the Company have been prepared on a going concern basis;

• the internal financial controls laid down have been followed by the Company and that such internal financial controls are adequate and were operating effectively; and

• proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Nomination and Remuneration Committee of Directors constituted in accordance with the provisions of Section 178 of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015. The composition of the said Committee as on March 31, 2024 was as under:

Sr. No.	Particulars	Members
1	Mr. Jal Thanawala	Non-Executive Independent Director (Chairman)
2	Mr. Lalit Maharshi	Non-Executive Independent Director (Member)
3	Mr. Shyantanu S. Chokhani	Non -Executive Director (Member)

The Board has in accordance with the provisions of sub-section (3) of Section 178 of the Companies Act, 2013, formulated the policy setting out the criteria for determining qualifications, positive attributes, independence of a Director and policy relating to remuneration for Directors, Key Managerial Personnel and other employees.

Major criteria defined in the policy framed for appointment of and payment of remuneration to the Directors of the Company, are as under:

• Minimum Qualification

• Positive Attributes

• Independence

• Experience

The Policy is also available on the Company''s web-site i.e. www.sudal.co.in.

The Company Secretary acts as the Secretary of the Nomination & Remuneration Committee. d. AUDIT COMMITTEE:

The Audit Committee of Directors constituted under the provisions of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, confirms the compliance of the provisions of Section 177 of the Companies Act, 2013. The composition of the Audit Committee is in conformity with the provisions of the said section.

The Audit Committee as on March 31, 2024 comprised of:

Sr. No.	Particulars	Members
1	Mr. Lalit Maharshi	Non-Executive Independent Director (Chairman)
2	Mr. Jal Thanawala	Non-Executive Independent Director (Member)
3	Mr. Sudarshan Chokhani	Executive Director (Member)

During the year under review, the Board of Directors of the Company had accepted all the recommendations of the Audit Committee.

The Company Secretary acts as the Secretary of the Audit Committee.

During the year under review, pursuant to Section 178 of the Companies Act, 2013, the Board of Directors of the Company constituted the Stakeholder''s Relationship Committee, comprising of the following members as on March 31, 204:

Sr. No.	Particulars	Members
1	Mr Sudarshan S Chokhani	Executive Director (Chairman)
2	Mr. Jal Thanawala	Non-Executive Independent Director (Member)
3	Mr. Lalit Maharshi	Non-Executive Independent Director (Member).

* Ms. Neha Dhuru was resigned from independent Director of the Company w.e.f. May 2, 2023.

The Company Secretary acts as the Secretary of the Stakeholders'' Relationship Committee.

f. VIGIL MECHANISM POLICY FOR THE DIRECTORS AND EMPLOYEES:

The Board of Directors of the Company has, pursuant to the provisions of Section 178 (9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, framed "Vigil Mechanism Policy" for Directors and employees of the Company to provide a mechanism which ensures adequate safeguards to employees and Directors from any victimization on raising of concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any financial statements and reports, etc.

The employees of the Company have the right/option to report their concern/grievance to the Chairman of the Audit Committee.

The Company is committed to adhere to the highest standards of ethical, moral, and legal conduct of business operations.

BUSINESS RISK MANAGEMENT:

The Board of Directors of the Company has designed Risk Management Policy and Guidelines to avoid events, situations, or circumstances, which may lead to negative consequences on the Company''s businesses, and define a structured approach to manage uncertainty and to make use of these in their decision making pertaining to all business divisions and corporate functions. Key business risks and their mitigation are considered in the annual / strategic business plans and in periodic management reviews.

ANNUAL EVALUATION OF DIRECTORS, COMMITTEE AND BOARD:

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an evaluation of its own performance, the directors individually, as well as the evaluation of all Committees. The manner in which evaluation has been carried out is detailed in Annexure - III, which forms part of this Report.

INTERNAL CONTROL SYSTEMS:

Adequate internal control systems commensurate with the nature of the Company''s business and size and complexity of its operations are in place and have been operating satisfactorily. Internal control systems comprising of policies and procedures are designed to ensure reliability of financial reporting, timely feedback on achievement of operational and strategic goals, compliance with policies, procedure, applicable laws, and regulations and that all assets and resources are acquired economically, used efficiently and adequately protected.

During the year under review, no material or serious observation has been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls.

DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 AND OTHER DISCLOSURES AS PER RULE 5 OF COMPANIES (APPOINTMENT & REMUNERATION) RULES, 2014:

The ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the Financial Year under review has been furnished and marked as Annexure - IV.

AUDITORS AND REPORTS

The matters related to Auditors and their Reports are as under:

a. OBSERVATIONS OF STATUTORY AUDITORS ON ACCOUNTS FOR THE YEAR ENDED MARCH 31, 2024:

The observations made by the Statutory Auditors in their report for the Financial Year ended March 31, 2024 read with the explanatory notes therein are self-explanatory and therefore, do not call for any further explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

b. RE-APPOINTMENT OF STATUTORY AUDITORS:

Pursuant to the provisions of Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, Bagaria & Co. LLP, Chartered Accountants (FRN.: 113447W/W-100019), the Statutory Auditors of the Company, were re-appointed for period of 5 (Five) years, to hold office from the conclusion of 43rd (Forty Third) Annual General Meeting the conclusion of the 48th (Forty Eighth) Annual General Meeting of the Company.

The Company has received a certificate from the said Auditors that they are eligible to hold office as the Auditors of the Company.

c. FRAUD REPORTING:

During the year under review, there were no instances of material fraud falling under Rule 13 (1) of the Companies (Audit and Auditors) Rule, 2014, reported by the Statutory Auditors of the Company during the course of the Audit conducted.

d. SECRETARIAL AUDIT REPORT FOR THE YEAR ENDED MARCH 31, 2024:

In terms of the provisions of Section 204 read with Section 134 (3) of the Companies Act, 2013 and the rules made thereunder (including any statutory enactments thereof), the Board had appointed M/s. Rathi and Associates, Practicing Company Secretaries to conduct the Secretarial Audit of the Company for the Financial Year 2023-24. Secretarial Audit Report issued by M/s Rathi and Associates in Form MR-3 for the Financial Year 2023-24 is appended as Annexure - V to this Report.

The observations made by the Secretarial Auditors in their report for the Financial Year ended March 31, 2024 read with the explanatory notes therein are as follows:

a) Pursuant to Regulation 46 (2) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company''s website is not fully updated with the information required to be disseminated.

Management reply

The web site is complied with and updated

e. COST AUDITORS:

Pursuant to the provision of Section 148 of the Companies Act, 2013 read with Companies (Cost Records and Audit) Rules, 2014, the Company is required to appoint a Cost Auditors for auditing the cost and other relevant records of the Company.

In accordance with the said provisions and as per the recommendation of the Audit Committee, the Board of Directors at their meeting dated May 30, 2024 re-appointed M/s. Hemant Shah & Associates, Cost Accountants (Firm Reg. No. 000394), as the Cost Auditors of the Company for the Financial Year 2024-25 on a remuneration of Rs. 1,00,000/- (Rupees One Lakhs Only) for the applicable Product Groups. As required under the Companies Act, 2013, the remuneration payable to the Cost Auditors is required to be placed before the Members in the General Meeting for their ratification. Accordingly, a Resolution seeking members'' ratification for remuneration payable to M/s. Hemant Shah & Associates, Cost Auditors is included in the Notice of the ensuing Annual General Meeting.

OTHER DISCLOSURES:

Other disclosures as per provisions of Section 134 of the Act read with Companies (Accounts) Rules, 2014 are furnished as under:

a. EXTRACT OF ANNUAL RETURN:

Pursuant to the provisions of Section 134 (3) (a) of the Companies Act, 2013, Extract of the Annual Return for the Financial Year ended March 31, 2023 made under the provisions of Section 92 (3) of the Act is available on the website of the Company at www.sudal.co.in under the section "Annual Return 2023-24".

b. CORPORATE SOCIAL RESPONSIBILITY POLICY:

The provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social responsibility policy) Rules, 2014, were not applicable to your Company during the Financial Year 2022-23 and accordingly compliances with respect to the same were not applicable to the Company during the year under review.

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

The Company has adopted a policy on prevention, prohibition, and redressal of sexual harassment at workplace and has also established an Internal Complaints Committee, as stipulated by The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules thereunder. No case pertaining to sexual harassment at workplace has been reported to Company during the Financial Year 2022-23.

d. GENERAL:

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

- not issued any shares with differential rights and hence no information as per provisions of Section 43 (a) (ii) of the Act read with Rule 4 (4) of the Companies (Share Capital and Debenture) Rules, 2014 is not furnished.

- not issued any sweat equity shares during the year under review and hence no information as per provisions of Section 54 (1) (d) of the Act read with Rule 8 (13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

- not issued any equity shares under Employees Stock Option Scheme during the year under review and hence no information as per provisions of Section 62 (1) (b) of the Act read with Rule 12 (9) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

- no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67 (3) of the Act read with Rule 16 (4) of Companies (Share Capital and Debentures) Rules, 2014.

COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company is in compliance with the mandatory Secretarial Standards issued by the Institute of Company Secretaries of India.

SERVICE OF DOCUMENTS THROUGH ELECTRONIC MEANS:

Subject to the applicable provisions of the Companies Act, 2013, all documents, including the Notice and Annual Report shall be sent through electronic transmission in respect of members whose email IDs are registered in their demat account or are otherwise provided by the members. A member shall be entitled to request for physical copy of any such documents.

INSOLVENCY AND BANKRUPTCY CODE, 2016:

During the year under review, the Company had filed an application for initiating Pre-packaged Insolvency Resolution Process as per Section 54A (2) (g) of Insolvency and Bankruptcy Code, 2016". The application provided for mode and methods for settlement of dues of each of the financial creditors. Further, the said application has been admitted by the NCLT and on August 10, 2023, the said Authority approved the Prepackaged Plan.

ACKNOWLEDGMENTS AND APPRECIATION:

The Board of Directors take this opportunity to thanks the Customers, Shareholders, Suppliers, bankers, Business partners/Associates, Financial Institutions and State Governments for their consistent support and encouragement to the Company.

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Mar 31, 2013

The Directors are pleased to present the Annual Report of your Company together with the Audited Statement of Accounts for the year ended on 31st March, 2013.

I FINANCIAL RESULTS :

The summary of financial results of the Company are given here under : (Rs Lakhs)

Particulars 2012-13 2011-12

Turnover (Net) (including other income) Nil Nil

Profit/(Loss) before Interest, Depreciation and Tax (2.46) (4.55)

Provision for Income Tax (Including Deferred Tax) Nil Nil

Profit/(Loss) for the year (2.46) (4.55)

II DIVIDEND :

In view of loss, your directors do not recommended dividend for the under review.

III. APPROPRIATION

An amount of '' 777.82 Lacs is proposed to be retained in the Profit and Loss Account.

IV BUSINESSREVIEW

All The Extrusion presses are now in operation. The benefit of capex incurred for capacity enhancement shall have positive impact on the company''s operations in coming year/s, subject to exceptional circumstances beyond the control of the management.

V CAPICTY EXPANSION

As informed earlier, the company has already increased its manufacturing capacities and overall allied equipments.

VI LISTING OF SHARES

The Company''s Shares are listed on BSE, Mumbai. The listing fees for the financial year 2013-2014 have been duly paid.

VII PUBLIC DEPOSITS

The Company has not accepted deposits from the public within the meaning of section 58A of the Companies Act, 1956 and as such no amount of principal or interest was outstanding on the date of the Balance Sheet.

VIII ABSORPTION AND FOREIGN EXCHANGEE ARNINGS AND OUT GO

Relevant information as required by section 217 [1] [e] of the Companies Act, 1956 is given in Annexure I forming part of this annual report.

IX MANAGEMENT DISCUSSION AND ANALYS IS REPORT

Pursuant to clause 49 [VI] of the Listing Agreement with the Bombay Stock Exchange, Management Discussion and Analysis Report is given in Annexure II forming part of this Annual Report.

X CORPORATE GOVERANCE

In terms of Corporate Governance disclosures stipulated in clause 49 of the listing agreement with the Stock Exchange, details are provided in Annexure III. The certificate from the Company''s Auditors confirming the compliance of conditions of Corporate Governance is also annexed, forming part of this Annual Report.

A declaration in regard to compliance with the Code of Conduct by the Directors and Senior Management personnel signed by the Managing Director forms part of the Annual Report.

XI PARTICULARS OF EMPLOYEES

Information prescribed under Section 217 [2A] of the Companies Act, 1956 read with Companies [Disclosure of particulars in the Report of Board of Directors] Rules, 1968, is annexed as Point 4 of Annexure- IV forming part of this Annual Report.

XII DIRECTORS'' RESPONSIBILITY STATEMENT

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

[1] In the preparation of the annual accounts, the applicable accounting standards have been followed with explanatory notes relating to material departures;

[2] Appropriate accounting policies have been selected and applied consistently and judgments and estimates made are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year and the Profit and Loss Account of the Company for the year ended March 31, 2013 and cash flow as on that date;

[3] Proper and sufficient care has been taken for maintaining adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

[4] The annual accounts have been prepared on a going concern basis.

XIII DIRECTORATE

In accordance with the provisions of the Companies Act, 1956 and the Company''s Articles of Association, Shri Chaitan M. Maniar and Shri Manoj O. Shah retire by rotation and being eligible, offer themselves for re-appointment in terms of clause 49 of the listing Agreement with BSE. Relevant details of the directors to be re-appointed are being provided as annexure to the notice of the Annual General Meeting.

Members approval is being sought for the re-appointment of Shri Shyantanu S. Chokhani as the Joint Managing Director of the company on the terms of appointment set out in explanatory statement annexed to the notice of the meeting.

XIV AUDITORS

M/s Lodha & Co., Chartered Accountants, Auditors of the Company who retire at the forthcoming Annual General Meeting are eligible for re-appointment and have expressed their willingness to accept office, if re-appointed. They have given a certificate to the effect that the re-appointment, if made, would within the limits prescribed under section 224 [1B] of the Companies Act, 1956. Your Directors recommend their re-appointment.

XV COST AUDIT

Pursuant to the provisions of section 233B of the Companies Act, 1956 and on recommendation of the Audit Committee, Shri Hemant V Shah, cost accountant, has been appointed as Cost Auditor of the Company to Conduct audit of the cost records maintained by the Company.

XVI ACKNOWLEDGEMENTS

The Directors take this opportunity to place on record their sincere appreciation for the continued trust and confidence reposed in the Company by the bankers, primary metal suppliers and other business associates, regulatory authorities, customers, vendors and shareholders. The Directors also acknowledge their appreciation for the services rendered by the officers, staff and workers of the Company at all levels for their dedicated efforts to improve the performance of the Company.

For and behalf of the Board of Directors

Place : Mumbai Chaitan M. Maniar

Date : May 30, 2013 Chairman

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Mar 31, 2012

The directors have pleasure in presenting the Thirty Third Annual Report on the business and operations together with the Audited Statement of Accounts of the Company for the year ended on March 31, 2012.

I. FINANCIAL RESULTS :

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

[in Lacs]

Particulars 2011-12 2010-11

Revenue from operations [Net] 11319.86 11010.83

Earnings before interest, depreciation and tax 852.94 993.27

Less : Finance Costs 441.42 349.78

Less : depreciation 165.05 103.41

Profit before tax 246.47 540.08

Less : Tax expense 51.91 190.24

Profit after tax 194.56 349.84

Opening balance in Statement of Profit and Loss 534.81 248.73

Amount available for appropriation 729.37 598.57 That the Directors recommend for appropriation as under:

Proposed dividend on Equity Shares 61.68 54.68

Tax on Proposed dividend 10.02 9.08

Closing Balance in Statement of Profit and Loss 657.67 534.81

OPERATIONS AND RESULTS :

The ministry of Corporate Affairs [MCA] vide notification no. S.O. 447[E]dated February 28, 2011 amended the existing schedule VI to the Companies Act, 1956. The Revised Schedule VI is applicable from financial year commencing from April 1, 2011. The Financial Statements of your Company for the year ended March 31, 2012 have been prepared in accordance with the Revised Schedule VI and accordingly the previous year's figures have been reclassified/regrouped to conform to this year's Classification.

Net Revenue from operation increased slightly to Rs. 11319.86 Lacs as compared to net revenue of Rs. 11010.83 Lacs. Net profit for the current year is Rs. 194.56 Lacs [Excluding the octroi refund of Rs. 138.31 Lacs received/receivable for Financial Year under review directly credited to Capital reserve account; previous year Rs. Nil] as against Rs. 349.97 Lacs in the previous year. Higher depreciation, high finance cost and increase in costs of production were the main cause of subdued profit during the current year.

II. DIVIDEND :

Your directors recommend a dividend payment of Rs. 1.00 per equity share of Rs. 10 each for the financial year 2011-12. The dividend payment on equity shares will amount to Rs. 67.61 Lacs inclusive of tax on dividend of Rs. 9.43 Lacs which will be borne by the Company. The dividend would be Tax-free in the hands of the shareholders.

III. APPROPRIATION :

An amount of Rs. 122.86 Lacs is proposed to be retained in the Statement of Profit and Loss.

IV. BUSINESS REVIEW :

Your company has a mission to be the best in the business and continues to invest in building capacities. Operations of the third extrusion press are stabilised, the fourth & fifth extrusion presses have started and are expected to stabilize by the third quarter of the current year.

In the earlier year/s, the Company had announced to explore the viability of a Hotel project. Due to technical intricacies, it was decided by the Board to utilize the available land for installation of the fourth and fifth extrusion presses.

As explained in the previous year's report, land has been acquired at Gloshi near Nashik. Its utilization options shall be reviewed once the policies of the Government of Maharashtra are announced. The offshore wholly owned subsidiary company's activity at RAS Al Khaimah U.A.E. has been dropped. The Company has not taken/ committed any capital exposure for the same.

In view of the above macro changes, the Board has initiated a expansion plan under "mega project" status declared by the Government of Maharashtra at Nardhana, District-Dhule which will have substantially higher capacity compared to the present plants. The details of this huge expansion is being worked out. Plans are afoot to complete this mega project within a period of three years from the zero date of starting it.

V. CAPACITY EXPANSION :

In view of growing demand in various user sectors, increasing applications, growth in per capita consumption, the Company has increased its manufacturing capacities and overall allied equipments along with upgrading existing facilities as well as installations of certain equipments to reduce quantity of energy consumption and reduce financial burden with optional consumption of energy. With five plants in operation, the company has a single point agenda of sustaining growth.

VI. LISTING OF SHARES :

The Companies securities are listed on the BSE Limited, Mumbai. The listing fees for the financial year 2012-13 have been duly paid.

VII. PUBLIC DEPOSITS :

The Company has not accepted deposits from the public within the meaning of Section 58A of the Companies Act, 1956 and as such no amount of principal or interest was outstanding on the date of Balance Sheet.

VIII. CONVERSION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO :

Relevant information as required by Section 217 [1] [e] of the Companies Act, 1956 is given in Annexure I forming part of this report.

IX. MANAGEMENT DISCUSSION AND ANALYSIS REPORT :

Pursuant to clause 49 [VI] of the Listing Agreement with the Bombay Stock Exchange, Management Discussion and Analysis Report is given in Annexure II forming part of this Annual Report.

X. CORPORATE GOVERNANCE :

In terms of Corporate Governance disclosures stipulated in clause 49 of the listing agreement with the Stock Exchange, details are provided in Annexure III. The certificate from the Company's Auditors confirming the compliance of conditions of Corporate Governance is also annexed, forming part of this Annual Report.

A declaration in regard to compliance with the Code of Conduct by the Directors and Senior Management personnel signed by the Managing Director forms part of the Annual Report.

XI. PARTICULARS OF EMPLOYEES :

Information prescribed under Section 217 [2A] of the Companies Act, 1956 read with Companies [Disclosure of particulars in the Report of Board of Directors] Rules, 1968, is annexed as Point 4 of Annexure-IV forming part of this Annual Report.

XII. DIRECTORS' RESPONSIBILITY STATEMENT :

Pursuant to Section 217[2AA] of the Companies Act, 1956, the Directors confirm that:

[1] I n the preparation of the annual accounts, the applicable accounting standards have been followed with explanatory notes relating to material departures;

[2] Appropriate accounting policies have been selected and applied consistently and judgments and estimates made are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year and the Statement of Profit and Loss of the Company for the year ended March 31, 2012 and cash flow as on that date;

[3] Proper and sufficient care has been taken for maintaining adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

[4] The annual accounts have been prepared on a going concern basis.

XIII. DIRECTORATE :

In accordance with the provisions of the Companies Act, 1956 and the Company's Articles of Association, Shri Sudarshan Chokhani and Shri Shyantanu Chokhani retire by rotation and being eligible, offer themselves for re-appointment. In terms of clause 49 of the listing Agreement with the Stock Exchange, relevant details of the directors to be re-appointed are provided as annexure to the notice of the Annual General Meeting.

Members approval is being sought for the re-appointment of Shri Sudarshan Chokhani as the Managing Director of the Company on the terms of appointment set out in explanatory statement annexed to the notice of the meeting.

XIV. AUDITORS :

M/s Lodha & Co., Chartered Accountants, Auditors of the Company are due to retire at the ensuing Annual General Meeting and are eligible for re-appointment. The Statutory Auditors have submitted a certificate to your Company that they have subjected themselves for the peer review process of the Institute of Chartered Accountants of India for the Financial year 2011-12; and to the effect that the re-appointment, if made, would be within the limits prescribed under section 224 [1B] of the Companies Act, 1956. Your Directors recommend their re-appointment.

XV. COST AUDIT :

Pursuant to the provisions of Section 233B of the Companies Act, 1956, The Central Government has prescribed Cost Audit for the Company. Based on the recommendation of the Audit Committee, Shri Hemant V. Shah, Cost Accountant has been appointed as the Cost Auditor of the Company for the financial year 2011-12 to Conduct the audit of the cost records of the Company.

XVI. ACKNOWLEDGEMENT :

Your Directors take this opportunity to thank and place on record their appreciation for the services rendered by the officers, staff and workers of the Company at all levels for their dedicated efforts during the year to improve the performance of the Company. Your Directors sincerely convey their appreciation to the bankers, primary metal suppliers and other business associates, regulatory authorities, customers, vendors and shareholders for their continued trust and confidence reposed in the Company.

For and behalf of the Board of Directors

Place : Mumbai Chaitan Maniar

Date : May 31, 2012 Chairman

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Mar 31, 2010

The Directors have pleasure in presenting the Thirtyfirst Annual Report on the business and operations together with the Audited Statement of Accounts of the Company for the year ended on March 31, 2010.

I. FINANCIAL RESULTS :: [Rs. in Lacs]

For the year ended March 31

Particulars

2010 2009 Total Income 7013.66 7021.08

Earnings before Interest, Depreciation Exceptional Income and Tax 953.79 686.92

Interest and Finance Charges 313.56 243.25

Depreciation 56.27 47.97

Exceptonal Income - (50.03)

Profit Before Taxation 583.96 445.73

Provision for Current Tax including Fringe Benefit Tax 129.75 65.34

Taxation for earlier years (5.53) -

Provision for Deferred Tax 230.08 (66.28)

MAT Credit - (55.94)

Profit Afer Tax 229.66 502.61

Surplus/(Defcit) brought forward from previous year 77.78 (424.83)

Profit available for appropriation total 307.44 77.78

APPROPRIATIONS :

Proposed Dividend on Equity Shares 50.18 -

Tax on Proposed Dividend 8.53 -

Surplus carried forward to next Year 248.73 77.78

total 307.44 77.78

OPERATIONS AND RESULTS :

The year under review has been a year of consolidation with your company achieving net sales of Rs. 7009.29 Lacs and EBIDT of Rs. 953.79 Lacs as compared to net sales of Rs. 7015.90 Lacs and EBIDT of Rs. 686.92 Lacs in the previous year. However due to absence of exceptonal income, higher depreciation, high interest and fnance charges and substantial provision for deferred tax, the profit afer tax is Rs. 229.66 Lacs as compared to Rs. 502.61 Lacs in previous year. By all counts the results achieved are due to focused business approach, vigilant fnancial discipline and dedication by one and all at Sudal.

Sudal‘s main business is to manufacture aluminum extrusions in diferent alloys for varied user industries. Your Company is Commited for Growth and has accelerated its pace to enlarge more market share in this particular business as the Company is of first choice by the user industry. In Q4 2010 further steps have been envisaged for phase wise extensive growth. Plans are afoot in that direction.

II. dIVIdend :

The Board of Directors are pleased to recommend a maiden dividend of Re. 1.00 per equity share of Rs.10 each [10%] for the year ended March 31, 2010. The dividend payment on equity shares will amount to Rs. 58.71 Lacs inclusive of tax on dividend of Rs. 8.53 Lacs which will be borne by the Company. The dividend would be Tax-free in the hands of the shareholders.

III. APPROPRIATION : :

An amount of Rs. 248.73 Lacs is proposed to be retained in the Profit and Loss Account.

IV. BUSINESS REVIEW ::

The Third Extrusion press is nearing completion of commissioning and is expected to start Production from Q2 of 2010 - 11 which is anticipated to meet the growing demand for the varied extrusions manufactured by the Company. With the benefit of upgradation and moderrnisation of the existing capacity and further growth plans, the management expects substantial growth in top line and bottom line of the Company for the next year/s.

V. CAPACITY EXPANSION ::

The fnancial year 2009-2010 has been - first a year of the consolidation and second a year of inflection point from which the Company has embarked on a well chartered journey of sustained and profitable growth. Your Company has been gathering strength for extensive growth. Strength in terms of substantial increase in casting capacity, putting up a third extrusion press, strict financial discipline and concentrating on high margin products. The extensive growth plans are being formulated in area of forward and backward integration related to aluminum downstream value added products. It also covers planning for inorganic growth of the Company across the entire manufacturing chain from raw materials to finished products.

During the year under review there has been addition to gross block [including work in progress] of Rs. 310.15 Lacs. The full production beneft therefrom is expected from Q3 of the current year.

VI. LISTING OF SHARES ::

The Companies securities are listed on the Bombay Stock Exchange Limited, Mumbai. The listing fees for the fnancial year 2010-2011 have been duly paid.

VII. PublIc dePoSItS : :

The Company has not accepted deposits from the public within the meaning of section 58A of the Companies Act, 1956 and as such no amount of principal or interest was outstanding on the date of Balance Sheet.

VIII. CONVERSION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO :

Relevant information as required by section 217 [1] [e] of the Companies Act, 1956 is given in Annexure-I forming part of this report.

IX. MANAGEMENT DISCUSSION AND ANALYSIS REPORT ::

Pursuant to clause 49 [VI] of the Listing Agreement with the Bombay Stock Exchange, Management Discussion and Analysis Report is given in Annexure-II forming part of this Annual Report.

X. CORPORATE GOVERANACE ::

In terms of Corporate Governance disclosures stipulated in clause 49 of the listing agreement with the Stock Exchange, details are provided in Annexure-III. The ceritficate from the Companys Auditors confirming the compliance of conditions of Corporate Governance is also annexed, forming part of this Annual Report.

A declaration in regard to compliance with the Code of Conduct by the Directors and Senior Management personnel signed by the Joint Managing Director forms part of the Annual Report.

XI. PARTICULARS OF EMPLOYEES ::

Information prescribed under section 217 (2A) of the Companies Act, 1956 read with Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1968, is annexed as Point 4 of Annexure- III forming part of this Annual Report.

XII. DIRECTORS RESPONSIBILITY STATEMENT ::

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

[1] In the preparation of the annual accounts, the applicable accounting standards have been followed with explanatory notes relating to material departures;

[2] Appropriate accounting policies have been selected and applied consistently and judgments and estmates made are reasonable and prudent so as to give true and fair view of the state of afairs of the Company at the end of the fnancial year and the Profit and Loss Account of the Company for the year ended March 31, 2010 and cash fow as on that date;

[3] Proper and suffcient care has been taken for maintaining adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

[4] The annual accounts have been prepared on a going concern basis.

XIII. DIRECTORATE :

In accordance with the provisions of the Companies Act, 1956 and the Companys Articles of Association, Shri Chaitan M. Maniar and Shri Manoj O. Shah retire by rotation and being eligible, offer themselves for re-appointment in terms of clause 49 of the listing Agreement with the Stock Exchange. Relevant details of the directors to be re-appointed are being provided as annexure to the notice of the Annual General Meeting.

XIV. AUDITORS ::

M/s Lodha & Company, Chartered Accountants, Auditors of the Company who retire at the forthcoming Annual General Meeting are eligible for re-appointment and have expressed their willingness to accept office, if re-appointed. They have given a certificate to the effect that the re-appointment, if made, would within the limits prescribed under section 224 [1B] of the Companies Act, 1956. Your Directors recommend their re-appointment.

XV. COST AUDIT ::

Pursuant to the provisions of section 233B of the Companies Act, 1956 and on recommendation of the Audit Committee, Shri Narottam L Tola, practicing cost accountant, has been appointed as Cost Auditor of the Company for the year 2009-10 to Conduct audit of the cost records maintained by the Company.

XVI. ACKNOWLEDGEMENTS ::

The Directors take this opportunity to place on record their sincere appreciation for the continued trust and confidence reposed in the Company by the bankers, primary metal suppliers and other business associates, regulatory authorities, customers, vendors and shareholders. The Directors also acknowledge their appreciation for the services rendered by the officers, staff and workers of the Company at all levels for their dedicated efforts to improve the performance of the Company.

For and behalf of the Board of Directors

Place:: Mumbai Chaitan M. Maniar

date : : april 29, 2010 Chairman