Directors Report of Taparia Tools Ltd.

Mar 31, 2025

Your Directors have pleasure in presenting the 59^th Annual Report on the business and operations of the Company together with Audited Financial Statements for the year ended March 31, 2025.

Financial Year 2024-2025 has been yet another year of achievements for your Company. Performance highlights of your Company for the Financial Year 2024-2025 are mentioned briefly to give you all, an overview of accomplishments of the Company.

1. FINANCIAL PERFORMANCE (as per Ind AS)		(Rs. in Lakh)
Particulars	2024-2025	2023-2024
Revenue (Net)	92,492.17	83,766.86
Profit before interest and depreciation	16,777.26	13,511.64
Less: Finance Costs	29.06	29.06
Gross Profit	16,748.20	13,482.58
Less: Depreciation	260.61	139.73
Profit for the year before tax	16,487.59	13,342.85
Less : Provision for taxation
Current Tax	4,080.00	3,255.94
Deferred Tax	76.50	110.30
Tax Provision for earlier years	79.16	-
Profit after tax	12,251.93	9,976.61
Other comprehensive Income
Defined benefit Gain on Measurements of the plans	34.03	77.14
Income Tax effect	(8.57)	(19.42)
Other comprehensive Income, net of tax	25.46	57.72
Total comprehensive Income for the year, net of Tax	12,277.39	10,034.33
Appropriations
Less : Transferred to General Reserve	1,227.74	1,003.44
Distributable Profit	11,049.65	9,030.89
Interim Dividend (paid)	3,794.69	3,035.75
Final Dividend (proposed)	3,794.69	3,035.75

2. DIVIDEND

Your Directors are pleased to recommend a Final Dividend of Rs. 25/- per equity share on 1,51,78,750 equity shares of Rs. 10/- each for the year ended 31st March, 2025, subject to approval of Members at the ensuing Annual General Meeting and shall be subject to deduction of Income tax at source. (Final Dividend paid in previous Financial Year was Rs. 20.00 per equity share on 1,51,78,750 equity shares of Rs. 10/- each).

During the Financial Year 2024-2025, your Company has paid Interim Dividend of Rs. 25/- per share on 1,51,78,750 equity shares of Rs.10/- each. (Interim Dividend in previous Financial Year was Rs. 20.00 per share on 1,51,78,750 equity shares of Rs. 10/- each).

DIVIDEND DECLARED IN PAST FOUR YEARS :

Financial Year 2021-2022	Dividend Declared and paid on 30,35,750 Equity Shares of Rs.10 each	1st Interim Dividend-Rs.70.00 per share	llnd Interim Dividend-Rs. 50.00 each share	Final Dividend-Rs. 52.50 per share	Total Dividend for the year-Rs.172.50 per share
Financial Year 2022-2023	Dividend Declared and paid on 30,35,750 Equity Shares of Rs. 10 each	Interim Dividend-Rs.77.50 per share	NIL	Final Dividend-Rs. 77.50 per share	Total Dividend for the year-Rs. 155.00 per share
Financial Year 2023-2024	Dividend Declared and paid on 1,51,78,750 Equity Shares of Rs. 10 each	Interim Dividend-Rs.20.00 per share	NIL	Final Dividend-Rs. 20.00 per share	Total Dividend for the year-Rs.40.00 per share
Financial Year 2024-2025	Dividend Declared and paid on 1,51,78,750 Equity Shares of Rs. 10 each	Interim Dividend-Rs.25.00 per share	NIL	Final Dividend (Proposed) Rs. 25.00 per share	Total Dividend for the year-Rs. 50.00 per share

3. REVIEW OF OPERATIONS

The Company''s working during the year is satisfactory. The Company''s total Revenue was Rs.92,492.17 Lakh that represents an increase of 10.42 % over Rs. 83,766.86 Lakh in the previous year. The total comprehensive income after tax is Rs. 12,277.39 Lakh in the current year represents an increase of 22.35% against Rs. 10,034.33 Lakh in the previous year.

The Performance highlights of five years are furnished hereunder:
Financial Year	Gross Revenue (Rs./lakh)	Net Profit (Rs./lakh)
2020-2021	53,775.00	4,863.93
2021-2022	66,949.85	6,559.11
2022-2023	76,887.55	7,208.70
2023-2024	83,766.86	10,034.33
2024-2025	92,492.17	12,277.39

4. CORPORATE GOVERNANCE

Your Company is committed to follow the best practices of Corporate Governance and the Board is responsible to ensure the same, from time to time.

Your Company has duly complied with the Corporate Governance requirements as set out under Chapter IV of the SEBI Listing Regulations, from time to time and the Secretarial Auditors of the Company, vide his Certificate dated 20/05/2025, has confirmed that the Company is and has been compliant with the conditions stipulated in the Chapter IV of the SEBI Listing Regulations.

It has been the endeavor of your Company to follow and implement best practices in corporate governance. A Report on Corporate Governance together with a Certificate from the Secretarial auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of this Annual Report is attached.

5. LISTING INFORMATION

The equity shares of the Company are listed on the Bombay Stock Exchange. The listing fees for the year 2025-2026 have been paid to BSE (Bombay Stock Exchange).

6. DEMATERIALISATION OF SHARES

The Promoters and Promoter group have dematerialized 97.83% of their shareholding as on the date of this report. The Promoters and Promoter Group have finished the dematerialization of their shareholding whatever has been possible.

7. PUBLIC DEPOSITS

During the financial year 2024-2025, the Company has not accepted any deposits within the meaning of Sections 73 and 74 of the Companies Act, 2013 ("the Act") read together with the Companies (Acceptance of Deposits) Rules, 2014.

There are no unclaimed deposits, unclaimed / unpaid interest, refunds due to the deposit holders or to be deposited to the Investor Education and Protection Fund as on March 31, 2025.

8. LOANS, GUARANTEES AND INVESTMENTS

During the financial year 2024-2025, the Company has not given any guarantee for loans taken by others from banks or other financial institutions. The Company has not taken any Term Loan. During the financial year 2024-2025, the Company invested surplus fund generated from its operating activities in various Mutual Funds: Liquid and Arbitrage funds. The balance as on 31st March 2025 was Rs 15915.96 Lakh.

9. MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report for the year under review as stipulated under the Listing Regulations and Master Circular-Non-Banking Financial Companies-Corporate Governance (Reserve Bank) Directions, 2015, is presented in a separate section forming part of this Annual Report.

10. HUMAN RESOURCE DEVELOPMENT

Motivating workforce has served the Company in major achievements and shall continue for the years to come. Company''s performance driven culture helps and motivates employees to excel in their respective areas and progress within the organization. The company has always recognized talent and has judiciously followed the principle of rewarding performance.

11. CHANGE IN DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Shri RajeevJ. Mundra, Independent Director (DIN: 00139886) completed his second term of five years as Independent Director of the Company on 29th July 2024. So he is not associated with the Company. The Board placed on record the appreciation for the guidance and assistance extended by Shri RajeevJ. Mundra during tenure of his association with the Company.

Shri Narayan Tulsiram Atal (DIN: 00237626) was appointed as Independent Director of the Company w.e.f. 21st May 2024 for a period of 3 years till the conclusion of 61st Annual General Meeting to be held in the year 2027.

During the year, the Independent Directors of the Company had no pecuniary relationship or transactions with the Company except the sitting fees received by them for attending Board and Committee Meetings

12. KEY MANAGERIAL PERSONNEL

During the year, there was no change in the Key Managerial Personnel.

13. DIRECTORS'' RESPONSIBILITY STATEMENT

To the best of our knowledge and belief and based on the information and representations received from the operating management, your Directors make the following statements in terms of Section 134 (3) (c) of the Companies Act, 2013:

(a) that in the preparation of the Annual Financial Statements for the year ended 31st March 2025; the applicable accounting standards have been followed along with the proper explanation relating to material departures, if any;

(b) that such accounting policies as mentioned in Notes to the Financial Statements have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2025 and of the profit of the Company for the year ended on that date;

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

(d) that the Annual Financial Statements have been prepared on a going concern basis;

(e) that proper internal financial controls are in place and that the internal financial controls are adequate and are operating effectively;

(f) that proper systems have been devised to ensure compliance with the provisions of all applicable laws and are adequate and operative effectively.

14. INDEPENDENT DIRECTORS'' DECLARATION

The Company has received necessary declarations from the Independent Directors, under Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015.

15. ANNUAL EVALUATION OF THE BOARD AND BOARD COMMITTEES

The Board carried out an Annual Evaluation of its own performance, of the Independent Directors

individually as well as of the working of the Committees of the Board. The evaluation of performance of the Board and its Committees, Independent Directors, Non-Independent Directors and Chairperson carried out by the Board was found to be highly satisfactory. The Board also noted that all the Independent Directors of the Company are fulfilling the criteria of their independence as per the provisions of section 149 (6) of the Companies Act, 2013 and Regulation 16 (1) (b) of SEBI (LODR) Regulations, 2015.

16. RELATED PARTY TRANSACTIONS

The Company has formulated a policy on Related Party Transactions for the purpose of identification and monitoring of such transactions. There were no materially significant Related Party transactions made by the Company with Promoters, Directors or Key Managerial Personnel etc. which may have potential conflict with the interest of the company at large.

There were no contracts or arrangements entered into by the Company in accordance with provisions of section 188 of the Companies Act, 2013 which require reporting in Form AOC-2 pursuant to Section 134 (3) (h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014. (Annexure ''E'').

Further other related party transactions are noted under Note Number 35 under the Financial Statements containing to this Report.

17. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has in place Internal Control Systems, commensurate with the size and complexity of its operations to ensure proper recording of financial and operational information, compliance of various internal controls and other regulatory and statutory compliance. 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.

On the basis of good internal control company ensures:

S Orderly and efficient conduct of operations.

S Security of its assets.

S Prevention of frauds and errors.

S Reliable and accurate financial records.

18. PARTICULARS OF EMPLOYEES

The Information required pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is annexed herewith as Annexure ''A''.

19. MEETINGS OF THE BOARD

Four Meetings of the Board of Directors were held during the year 2024-2025. For further details of the meetings, please refer to the Corporate Governance Report, which forms part of this report.

20. AUDIT COMMITTEE

The composition, terms of reference, meetings held, etc. of the Audit Committee is provided in Corporate Governance Report which forms part of this Annual Report.

There have been no instances of non-acceptance of any recommendations of the Audit Committee by the Board during the financial year 2024-2025 under review.

21. NOMINATION AND REMUNERATION COMMITTEE

The composition, terms of reference etc. of the Nomination and Remuneration Committee is provided in the Corporate Governance Report which forms part of this Annual Report.

22. STATUTORY AUDITORS

M/s Batliboi & Purohit Chartered Accountants, Mumbai (Reg. No. 101048W) were appointed as Statutory Auditors of the Company, for a term of 5 (five) consecutive years, at the annual General Meeting held on 29th July 2024.

The Company has received the confirmation from Statutory Auditors stating that they are not disqualified from continuing as auditors of the Company.

23. AUDITORS'' REPORT

There has been no qualification, reservation, adverse remark or disclaimer given by the Statutory Auditors in their Report for the year under review.

Also, no frauds in terms of the provisions of Section 143(12) of the Companies Act, 2013, have been reported by the Statutory Auditors in their report for the year under review. The Notes to the Financial Statements are self-explanatory and do not call for any further comments.

24. SECRETARIAL AUDITORS

The Company has received written Consent from the proposed Secretarial Auditors -SR Khandelwal & Associates, Firm of Practicing Company Secretaries and they have confirmed that they are not disqualified from being appointed as a Secretarial Auditors of the Company. A resolution seeking appointment of S R Khandelwal & Associates, Firm of Practicing Company Secretaries as Secretarial Auditors of the Company forms part of the Notice of 59th Annual General Meeting and the same is recommended for Members'' approval.

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board recommended to appoint S R Khandelwal & Associates, Firm of Practicing Company Secretaries, to conduct Secretarial Audit for the a consecutive term of five years commencing from Financial Years 2025 -2026 to 2029-2030.

25. SECRETARIAL AUDIT REPORT

The Secretarial Audit Report for the Financial Year ended March 31, 2025 is annexed as Annexure ''D'' to the Report.

26. COST AUDIT/MAINTENANCE OF COST RECORDS

The maintenance of cost records is not applicable to the Company as per the amended Companies (Cost Records and Audit) Rules, 2014, prescribed by the Central Government under Section 148(1) of the Companies Act, 2013.

27. INTERNAL FINANCIAL CONTROLS AUDIT

The Board has laid down Internal Financial Controls ("IFC") within the meaning of the explanation to Section 134 (5)(e) of the Companies Act, 2013. The Board believes that the Company has sound IFC commensurate with the nature and size of its business. Business is however dynamic. The Board is seized of the fact that IFC are not static and are in fact a fluid set of tools which evolve over time as the business, technology and fraud, environment changes in response to competition, industry practices, legislation, regulation and current economic conditions. There will therefore be gaps in the IFC as Business evolves. The Company has a process in place to continuously identify such gaps and implement newer and improved controls wherever the effect of such gaps would have a material effect on the Company''s operations.

Details of Internal Financial Control and its adequacy are included as an Annexure ''B'' to the Independent Auditors'' Report.

28. RISK MANAGEMENT

The Board of the Company has framed a risk management policy and monitors the risk management plan for the Company. The Board reviews the risk management plan and ensuring its effectiveness.

29. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Being a good corporate citizen, your Company is committed to contribute towards society, discharging its corporate social responsibilities. In terms of section 135 and Schedule-VII of the Companies Act, 2013, the Board of Directors of the Company has constituted a CSR Committee. The composition of the CSR Committee and the meeting held in the financial year 2024-2025 are enclosed as part of this report as an Annexure ''B''.

CSR Committee of the Board has developed a CSR Policy. The Annual Report on Corporate Social Responsibility (CSR) Activities for F.Y. 2024-2025 is enclosed as a part of this report as an Annexure ''B''. Additionally, the CSR Policy has been uploaded on the website of the Company at www.tapariatools.com.

30. CONSERVATION OF ENERGY, TECHNOLOGY & FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo as required to be disclosed under section 134(3)(m) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 are given in the Annexure ''C'' and forms part of this Annual Report.

31. VIGIL MECHANISM

Your Company believes that Employees are the backbone of the Company. In pursuance to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company at www.tapariatools.com.

32. DISCLOSURES UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL)

In accordance with the provisions of the Sexual Harassment of women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Sexual Harassment Committee is responsible for redressal of complaints related to sexual harassment of women at the workplace in accordance with procedures, regulations and guidelines. During the year under review, there were no complaints referred to the Sexual Harassment Committee.

33. ANNUAL RETURN

In accordance with the Companies Act, 2013, the annual return (MGT-7) in the prescribed format is available at the web site of the Company at www.tapariatools.com.

34. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE

There are no significant or material orders passed by the Regulators/Courts/Tribunals which could impact the going concern status of the Company and its future operations except following:

1. Demand Order was received from the Income Tax department for the Assessment year 2017-18 amounting to Rs 5,450.68 lakh. The demand was contested by the Company and an appeal had been filed against the said Order with Commissioner Income Tax (Appeals).

Now, the Commissioner of Income tax has allowed the Appeal and cancelled the Demand of Rs. 5450.68 lakh.

2. BSE (Bombay Stock Exchange) had raised query on the Corporate Governance filed for the Quarter ended 30th September 2023 stating that: "The Chairperson of the Board cannot be a Chairman of the Nomination and Remuneration Committee". The said query was duly answered; however the BSE imposed a fine amounting to Rs. 2,17,120/- including GST for non-compliance in Corporate Governance report for the quarter ended September 2023.

The Company complied with the applicable rules and regulations and there was no violation. Hence, the Company filed an Application for waiver of fine by paying processing fee of Rs. 11,800/- including GST and filed revised Corporate Governance Report for the quarter ended 30th September 2023 with explanation. Thereafter, the case stands closed on 9th August 2024 and the waiver of penalty request was accepted by the BSE.

35. OTHER DISCLOSURES

There were no material changes and commitments affecting the financial position of your Company between end of the financial year and the date of this report.

Your Company did not issue any sweat equity shares, debentures or bonds during the year.

The Company had undertaken a project for setting up a new plant at Vapi (Gujarat); however there has not been any progress in the project, since the past few years. Keeping in view the cost benefit and time lag of the project, management is of the view that it may not be feasible to complete the construction.

36. ACKNOWLEDGEMENT

Your Directors take this opportunity to acknowledge with deep sense of appreciation and assistance of Central and State Government authorities, bankers, Stock exchanges, customers, suppliers and business associates, contractors and vendors. We also acknowledge the constructive suggestions received from Statutory/ Internal and Secretarial Auditors. We wish to place on record our appreciation for the untiring efforts and contributions made by the Taparia Tools family at all levels to ensure that the company continues to grow and excel. We acknowledge with gratitude the encouragement and support extended by our valued shareholders.

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Mar 31, 2024

Your Directors have pleasure in presenting the 58th Annual Report on the business and operations
of the Company together with Audited Financial Statements for the year ended March 31, 2024.

Financial Year 2023-2024 has been yet another year of achievements for your Company. Performance
highlights of your Company for the Financial Year 2023-2024 are mentioned briefly to give you all, an
overview of accomplishments of the Company.

1. FINANCIAL PERFORMANCE (as per Ind AS)

(Rs. in Lakh)

Particulars	2023-2024	2022-2023
Revenue (Net)	83,766.86	76,887.55
Profit before interest and depreciation	13,511.64	9,854.91
Less : Finance Costs	29.06	18.42
Gross Profit	13,482.58	9,836.49
Less: Depreciation	139.73	164.07
Profit for the year before tax	13,342.85	9,672.42
Less : Provision for taxation
Current Tax	3255.94	2,456.25
Excess Tax Provision for earlier years written back	-	(20.62)
Deferred Tax	110.30	4.76
Profit after tax	9,976.61	7,232.03
Other comprehensive Income
Defined benefit Gain on Measurements of the plans	77.14	(31.17)
Income Tax effect	(19.42)	7.84
Other comprehensive Income, net of tax	57.72	(23.33)
Total comprehensive Income for the year, net of Tax	10,034.33	7,208.70
Appropriations
Less : Transferred to General Reserve	1,003.44	720.87
Distributable Profit	9,030.89	6,487.83
Interim Dividend (paid)	3,035.75	2,352.71
Final Dividend (proposed)	3,035.75	2,352.71

2. DIVIDEND

Your Directors are pleased to recommend a Final Dividend of Rs. 20/- per equity share on 1,51,78,750
equity shares of Rs. 10/- each for the year ended 31st March 2024, subject to approval of Members at the
ensuing Annual General Meeting and shall be subject to deduction of Income tax at source. (Final Dividend
paid in previous Financial Year was Rs. 77.50 per equity share on 30,35,750 equity shares of Rs. 10/- each).

During the Financial Year 2023-2024, your Company has paid Interim Dividend of Rs. 20/- per share on
1,51,78,750 equity shares of Rs.10/- each.(Interim Dividend in previous Financial Year was Rs. 77.50 per
share on 30,35,750 equity shares of Rs. 10/- each).

DIVIDEND DECLARED IN PAST THREE YEARS :
	DIVIDEND DECLARED & PAID
Financial Year 2021-22		Financial Year 2022-23			Financial Year 2023-24
1		1			1
Dividend Declared and paid on 30,35,750 Equity Shares of Rs.10 each 1. 1st Interim Dividend- Rs.70 each share 2. Ilnd Interim Dividend- Rs.50 each share 3. Final Dividend- Rs. 52.50 each share		Dividend Declared and paid on 30,35,750 Equity Shares of Rs. 10 each 1. Interim Dividend-Rs.77.50 each share 2. Final Dividend-Rs.77.50 each share			Dividend Declared and paid on 1,51,78,750 Equity Shares of Rs. 10 each Interim Dividend-Rs.20 each share

3. SHARE CAPITAL OF THE COMPANY

During the year under review, the Shareholders in the Extra Ordinary General Meeting held on 27th April,
2023 have passed the resolution for increasing the Authorized Share Capital from Rs. 5.00 Crores to Rs.
35.00 Crores.

Further, the Company has issued fully paid up Bonus Equity Shares in the ratio of 4:1 i.e. 4 (four) Bonus
equity shares of Rs. 10/- each were issued to every 1 (one) existing equity share of Rs. 10/- each with the
approval of the Shareholders in the Annual General Meeting of the Company held on 3rd July, 2023.

After the increase of Authorized Share Capital and Paid-up Capital by way of issue of Bonus Equity Shares,
the total Share Capital of the Company stands as follows:

1. Authorized Share Capital- Rs. 35,00,00,000/-(Rupees Thirty Five Crores only).

2. Paid-Up Equity Share Capital- Rs.l5,17,87,500/-(Rupees Fifteen Crores Seventeen Lakh Eighty Seven
Thousand Five Hundred only).

4. STATE OF THE COMPANY''S AFFAIRS

The Company''s working during the year is very satisfactory. The Company''s total Revenue was
Rs. 83,766.86 Lakh that represents an increase of 8.95% over Rs. 76,887.55 Lakh in the previous year. The
total comprehensive income after tax is Rs. 10,034.33 Lakh in the current year represents an increase of
39.20% against Rs. 7,208.70 Lakh in the previous year.

The Performance highlights of five years are furnished hereunder:
	47,537.99	1. 3,044.90	53,775.00	4,863.93	66.949.85	6,559.11	76,887.55	7,208.70	83,766.86	10,034.33
	2019-2020		2020-2021		2021-2022		2022-2023		2023-2024
			¦ Gross Revenue			¦ Profit

5. CORPORATE GOVERNANCE

Corporate Governance has become an integral part of every business organization. Your Company as a
Good Corporate Citizen is committed to follow the best practices of Corporate Governance and the Board
is responsible to ensure the same from time to time.

Your Company has duly complied with the Corporate Governance requirements as set out under Chapter-
IV of the SEBI Listing Regulations, 2015 and the Secretarial Auditor of the Company, vide his Certificate
dated 21st May 2024, has confirmed that the Company is and has been compliant with the conditions
stipulated in the Chapter IV of the SEBI Listing Regulations.

It has been the endeavor of your Company to follow and implement best practices in corporate governance,
in letter and spirit. A report on Corporate Governance together with a Certificate from the Auditor of the
Company regarding compliance of conditions of Corporate Governance as stipulated under SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 forms part of this Annual Report.

6. LISTING INFORMATION

The equity shares of the Company are listed on the Bombay Stock Exchange. The listing fees for the year
2024-2025 have been paid to BSE (Bombay Stock Exchange).

7. DEMATERIALISATION OF SHARES

The Promoters and Promoter group have dematerialized 97.08% of their shareholding as on the date of
this report. The Promoters and Promoter Group have finished the dematerialization of their shareholding
whatever has been possible.

8. PUBLIC DEPOSITS

During the financial year 2023-2024, the Company has not accepted any deposits within the meaning of
Sections 73 and 74 of the Companies Act, 2013 ("the Act") read together with the Companies (Acceptance
of Deposits) Rules, 2014.

There are no unclaimed deposits, unclaimed / unpaid interest, refunds due to (^
holders or to be deposited to the Investor Education and Protection Fund as on March 31, 2024.

9. LOANS, GUARANTEES AND INVESTMENTS

During the financial year 2023-2024, the Company has not given any guarantee for loans taken by others
from banks or other financial institutions. The Company has not taken any Term Loan. During the financial
year 2023-2024, the Company invested surplus fund generated from its operating activities in various
Mutual Funds: Liquid and Arbitrage funds. The balance as on 31st March 2024 was Rs.14,420.86 Lakh.

10. MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report for the year under review as stipulated under the Listing
Regulations and Master Circular-Non-Banking Financial Companies-Corporate Governance (Reserve Bank)
Directions, 2015, is presented in a separate section forming part of this Annual Report.

11. HUMAN RESOURCE DEVELOPMENT

The motivating workforce has served the Company in major achievements and shall continue for the
years to come. Company''s performance driven culture helps and motivates employees to excel in their
respective areas and progress within the organization. The company has always recognized talent and has
judiciously followed the principle of rewarding performance.

12. CHANGE IN DIRECTORS AND KEY MANAGERIAL PERSONNEL

a. Shri D.P. Taparia (DIN: 00126892), who being a Non-Executive Director of the Company since 1990, has
been appointed as Managing Director of the Company w.e.f. 30th May 2023.

b. During the Financial Year 2023-2024, Shri Rajeev J. Mundra, Independent Director (DIN: 00139886), has
been appointed as Chairman of the Board and Shri Sachin Shrinivas Bhattad, Independent Director (DIN:
01036605), has been appointed as Chairman of the Nomination & Remuneration Committee .

c. The two consecutive terms of Woman Independent Directors- Mrs. Disha Nitin Wadhwani (DIN: 06980759)
and Mrs. Premlata Narendra Purohit (DIN: 07846020) have been completed from the conclusion of Annual
General Meeting held on 3rd July 2023.The Board placed on record the appreciation for the guidance and
assistance extended by both the Women Directors during their association with the Company.

d. Shri Jaya Krishna Taparia (DIN: 00126945) has resigned from the post of Non-executive Director vide
Letter dated 30th July 2023.The Board placed on record the appreciation for the guidance and assistance
extended by Shri Jaya Krishna Taparia since his long association with the Company.

e. Shri M.P. Taparia (DIN: 00126971), Non-Executive Director of the Company retires by rotation at the
ensuing Annual General Meeting and being eligible, offers himself for re-appointment. Brief profile of
Shri M.P. Taparia is given in the Annexure ''I'' to the Notice.

f. Shri Bharat Taparia (DIN: 00139722) has been appointed as Non-Executive Director of the Company w.e.f.
9th August 2023 who will be eligible to retire by rotation.

g. Shri Rahul Maheswari (DIN: 01578935) has been appointed as Non-Executive Director of the Company
w.e.f. 9th August 2023 who will be eligible to retire by rotation.

h. Pursuant to the recommendation of the Nomination and Remuneration Committee and Board of Directors
and subject to approval by the Members of the Company, it is proposed to re-appoint Shri Sachin S.
Bhattad as an Independent Director (DIN: 01036605) of the Company for a second term from the

conclusion of the ensuing Annual General Meeting for a period of 3 years till the conclusion of 61st
Annual General Meeting to be held in Year 2027. Brief profile of Shri Sachin S. Bhattad is given in the
Annexure ''I'' of the Notice.

i. Pursuant to the recommendation of the Nomination and Remuneration Committee and Board and
subject to the approval by the Members of the Company, Shri Narayan Tulsiram Atal (DIN: 00237626)
was appointed as Independent Director of the Company w.e.f. 21st May 2024 for a period of 3 years till
the conclusion of 61st Annual General Meeting to be held in the Year 2027. Brief profile of Shri Narayan
Tulsiram Atal is given in the Annexure ''I'' of the Notice.

During the year, the Independent Directors of the Company had no pecuniary relationship or transactions
with the Company except the sitting fees received by them for attending Board and Committee Meetings

13. KEY MANAGERIAL PERSONNEL

During the year, there is no change in the Key Managerial Personnel except Shri D.P. Taparia (DIN: 00126892),
who being Non-Executive Director of the Company since 1990, has been appointed as Managing Director
of the Company w.e.f. 30th May 2023.

14. DIRECTORS'' RESPONSIBILITY STATEMENT

To the best of our knowledge and belief and based on the information and representations received from
the operating management, your Directors make the following statements in terms of Section 134 (3) (c)
of the Companies Act, 2013:

(a) that in the preparation of the Annual Financial Statements for the year ended 31st March 2024; the
applicable accounting standards have been followed along with the proper explanation relating to material
departures, if any;

(b) that such accounting policies as mentioned in Notes to the Financial Statements have been selected
and applied consistently and judgement and estimates have been made that are reasonable and prudent
so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2024 and of the
profit of the Company for the year ended on that date;

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

(d) that the Annual Financial Statements have been prepared on a going concern basis;

(e) that proper internal financial controls are in place and that the internal financial controls are adequate
and are operating effectively;

(f) that proper systems have been devised to ensure compliance with the provisions of all applicable laws
and are adequate and operative effectively.

15. INDEPENDENT DIRECTORS'' DECLARATION

The Company has received necessary declaration from each of the Independent Directors, under
Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence laid down in
Section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure
Requirement) Regulations, 2015.

16. ANNUAL EVALUATION OF THE BOARD AND BOARD COMMITTEES

The Board carried out an Annual Evaluation of its own performance, of the Independent Directors
individually as well as of the working of the Committees of the Board. The evaluation of performance
of the Board and its Committees, Independent Directors, Non-Independent Directors and Chairperson
carried out by the Board was found to be highly satisfactory. The Board also noted that all the Independent
Directors of the Company are fulfilling the criteria of their independence as per the provisions of section
149 (6) of the Companies Act, 2013 and Regulation 16 (1) (b) of SEBI (LODR) Regulations, 2015.

17. RELATED PARTY TRANSACTIONS

The Company has formulated a policy on Related Party Transactions for the purpose of identification and
monitoring of such transactions. There were no materially significant Related Party transactions made
by the Company with Promoters, Directors or Key Managerial Personnel etc. which may have potential
conflict with the interest of the company at large.

There were no contracts or arrangements entered into by the Company in accordance with provisions
of section 188 of the Companies Act, 2013 which require reporting in Form AOC-2 pursuant to Section
134 (3) (h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014.
(Annexure ''E'').

18. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has in place Internal Control Systems, commensurate with the size and complexity of its
operations to ensure proper recording of financial and operational information, compliance of various
internal controls and other regulatory and statutory compliance. 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.

On the basis of good internal control company ensures:

? Orderly and efficient conduct of operations,
v Security of its assets.

«/ Prevention of frauds and errors.

? Reliable and accurate financial records.

19. PARTICULARS OF EMPLOYEES

The Information required pursuant to Section 197 read with Rule 5 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is annexed
herewith as Annexure ''A''.

20. MEETINGS OF THE BOARD

Six Meetings of the Board of Directors were held during the year 2023-2024. For further details of the
meetings, please refer to the Corporate Governance Report, which forms part of this report.

21. AUDIT COMMITTEE

The composition, terms of reference, meetings held, etc. of the Audit Committee is provided in Corporate
Governance Report which forms part of this Annual Report.

There have been no instances of non-acceptance of any recommendations of the Audit Committee by the
Board during the financial year 2023-2024 under review.

22. NOMINATION AND REMUNERATION COMMITTEE

The composition, terms of reference etc. of the Nomination and Remuneration Committee is provided in
the Corporate Governance Report which forms part of this Annual Report.

23. STATUTORY AUDITORS

Pursuant to provisions of Section 139 of the Act read with the Companies (Audit and Auditors) Rules, 2014,
M/s. Harshil Shah & Company, Chartered Accountants, Mumbai were appointed as Statutory Auditors
of the Company, for a term of 5 (five) consecutive years, in the Annual General Meeting held on 27th
September 2019.

The term of M/s. Harshil Shah & Company, Chartered Accountants, Mumbai as Statutory Auditors will be
completed in the forthcoming 58th Annual General Meeting of the Company to be held on 29th July 2024.

Pursuant to provisions of Section 139 of the Companies Act 2013 read with the Companies (Audit and
Auditors) Rules, 2014 and considering the wide experience of M/s Batliboi & Purohit Chartered Accountants,
the Audit Committee and the Board of Directors of the Company have recommended the appointment
of M/s Batliboi & Purohit Chartered Accountants, Mumbai as the Statutory Auditors of the Company for
a term of 5 (five) years to hold office from the conclusion of forthcoming 58th Annual General Meeting
of the Company, subject to the approval of the Members of the Company in the ensuing Annual General
Meeting.

The Company has received written Consent from the proposed Auditor and they have confirmed that they
are not disqualified from being appointed as the Statutory Auditors of the Company. A resolution seeking
appointment of M/s Batliboi & Purohit Chartered Accountants, as Statutory Auditors of the Company
forms part of the Notice of 58th Annual General Meeting and the same is recommended for Members''
approval.

24. AUDITORS'' REPORT

There has been no qualification, reservation, adverse remark or disclaimer given by the Statutory Auditors
in their Report for the year under review.

Also, no frauds in terms of the provisions of Section 143(12) of the Companies Act, 2013, have been
reported by the Statutory Auditors in their report for the year under review. The Notes to the Financial
Statements are self-explanatory and do not call for any further comments.

25. SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Board appointed S R Khandelwal & Associates,
Firm of Practicing Company Secretaries, to conduct Secretarial Audit for the Financial Year 2024 -2025.

26. SECRETARIAL AUDIT REPORT

The Secretarial Audit Report for the Financial Year ended March 31, 2024 is annexed as Annexure ''D'' to
the Report.

27. COST AUDIT/MAINTENANCE OF COST RECORDS

The maintenance of cost records is not applicable to the Company as per the amended Companies (Cost
Records and Audit) Rules, 2014, prescribed by the Central Government under Section 148(1) of the
Companies Act, 2013.

28. INTERNAL FINANCIAL CONTROLS AUDIT

The Board has laid down Internal Financial Controls within the meaning of the explanation to Section 134 (5)
(e) ("IFC") of the Companies Act, 2013. The Board believes that the Company has sound IFC commensurate
with the nature and size of its business. Business is however dynamic. The Board is seized of the fact that
IFC are not static and are in fact a fluid set of tools which evolve over time as the business, technology
and fraud environment changes in response to competition, industry practices, legislation, regulation and
current economic conditions. There will therefore be gaps in the IFC as Business evolves. The Company
has a process in place to continuously identify such gaps and implement newer and improved controls
wherever the effect of such gaps would have a material effect on the Company''s operations.

Details of Internal Financial Control and its adequacy are included as an Annexure ''B'' to the Independent
Auditors'' Report.

29. RISK MANAGEMENT

The Board of the Company has framed a risk management policy and monitors the risk management plan
for the Company. The Board reviews the risk management plan and ensuring its effectiveness.

30. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Being a good corporate citizen, your Company is committed to contribute towards society, discharging its
corporate social responsibilities. In terms of section 135 and Schedule-VII of the Companies Act, 2013, the
Board of Directors of the Company has constituted a CSR Committee. The composition of the CSR Committee
and the meeting held in the financial year 2023-2024 are enclosed as part of this report as an Annexure ''B''.

CSR Committee of the Board has developed a CSR Policy which is enclosed as a part of this report as an
Annexure ''B''. Additionally, the CSR Policy has been uploaded on the website of the Company at www.
tapariatools.com.

31. CONSERVATION OF ENERGY, TECHNOLOGY & FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings
and outgo as required to be disclosed under section 134(3)(m) of the Companies Act, 2013 read with
Companies (Accounts) Rules, 2014 are given in the Annexure ''C'' and forms part of this Annual Report.

32. VIGIL MECHANISM

Your Company believes that Employees are the backbone of the Company. In pursuance to the provisions
of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to
report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the
website of the Company at www.tapariatools.com.

33. DISCLOSURES UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL)

In accordance with the provisions of the Sexual Harassment of women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013, the Sexual Harassment Committee is responsible for redressal of
complaints related to sexual harassment of women at the workplace in accordance with procedures,
regulations and guidelines. During the year under review, there were no complaints referred to the
Sexual Harassment Committee.

34. ANNUAL RETURN

In accordance with the Companies Act, 2013, the annual return (MGT-7) in the prescribed format is
available at the website of the Company at www.tapariatools.com.

35. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE

There are no significant or material orders passed by the Regulators/ Courts/ Tribunals which could impact
the going concern status of the Company and its future operations except following:

Demand Order received from the Income Tax department for the Assessment year 2017-18 amounting to
Rs. 5,450.68 lakh. The demand has been contested by the Company and an appeal has been filed against
the said Order with Commissioner Income Tax (Appeals). The said demand has been treated as a contingent
liability.

BSE (Bombay Stock Exchange) had raised query regarding Corporate Governance filed for the Quarter
ended 30th September 2023 stating that: "The Chairperson of the Board cannot be a Chairman of the
Nomination and Remuneration Committee". The said query was duly answered, however the BSE imposed
a penalty amounting to Rs. 2,17,120/-including GST for non-compliance in Corporate Governance report
for the quarter ended September 2023.

The Company has filed an application for waiver of fine by making payment of Rs. 11,800/- including GST
and filed revised Corporate Governance Report for the quarter ended 30th September 2023. The matter
is pending with BSE.

36. OTHER DISCLOSURES

There were no material changes and commitments affecting the financial position of your Company
between end of the financial year and the date of this report.

During the financial year 2023-2024, your Company has increased its Authorized Share Capital from Rs.5
Crore to Rs.35 Crore.

During the financial year 2023-2024, your Company made allotment of Bonus Equity Shares in the ratio of
4:1 i.e. for every 1 (one) equity share 4(four) equity share were allotted.

Your Company did not issue any sweat equity shares, debentures or bonds during the year.

The Company had undertaken a project for setting up a new plant at Vapi (Gujarat), however there has
not been any progress in the project, since the past few years. Keeping in view the cost benefit and time
lag of the project, management is of the view that it may not be feasible to complete the construction.
Consequently, it has been classified under Investment Property during the year.

37. ACKNOWLEDGEMENT

Your Directors take this opportunity to acknowledge with deep sense of appreciation and assistance of Central
and State Government authorities, bankers, Stock exchanges, customers, suppliers and business associates,
contractors and vendors. We also acknowledge the constructive suggestions received from Statutory and
Secretarial Auditors. We wish to place on record our appreciation for the untiring efforts and contributions
made by the Taparia Tools family at all levels to ensure that the company continues to grow and excel. We
acknowledge with gratitude the encouragement and support extended by our valued shareholders.

For and on behalf of the Board of Directors

Shri Rajeev J. Mundra Shri D.P. Taparia

Chairman of the Board Managing Director

Mumbai, 21st May, 2024 (DIN: 00139886) (DIN: 00126892)

---

Mar 31, 2014

To the Members of Taparia Tools Limited,

The Directors have pleasure in presenting the 48th Annual Report on the operations of the Company together with the Audited Accounts for the year ended March 31, 2014.

FINANCIAL PERFORMANCE

(Rs. in lakhs) 2013-14 2012-13

Revenue (Net) 26737.74 24195.98

Profit before interest and depreciation 2101.32 1747.17

Less: Interest 162.89 299.50

Gross Profit 1938.43 1447.67

Less : Depreciation 85.12 66.65

Profit for the year before tax 1853.31 1381.02

Less : Provision for taxation

Current Tax 675.25 442.34

Deferred Tax (13.43) (18.86)

Profit after tax 1191.49 957.54

Add : Surplus brought forward from previous year 3217.32 2357.78

Profit available for Appropriations 4408.81 3315.32

Less : General Reserve 119.15 98.00

Surplus carried to Balance Sheet 4289.66 3217.32

DIVIDEND

The Directors have not recommended any dividend for the year under review. The Company has retained the funds for expansion of the activities of the company by introduction of new product range and purchase of Machinery & Equipments etc.

REVIEW OF OPERATIONS

During the year under review, though the inflation rate was high and the economic growth was lower than expected and also a drought-hit agriculture output in some States, the Company''s working during the year is satisfactory.

The Company''s total revenue (Net of excise duty) were Rs. 26,737.74 Lakhs that represent an increase of 10.51% over the sales of Rs. 24,195.98 Lakhs in the previous year. Profit earned after tax is Rs. 1191.49 Lakhs in the current year against Rs. 957.54 Lakhs in the previous year.

Despite continuously rising cost of inputs and keen competition in hand tools market, the current results of the Company are satisfactory. The Company has revised its product prices w.e.f. 10th September, 2013 to cope with increased costs.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI. The Company has also implemented several best Corporate Governance practices as prevalent globally.

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

The requisite Certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49, is attached to this Report.

PERSONNEL

The industrial relations with employees continued to be satisfactory during the year under review. There was no employee drawing salary of more than Rs. 5,00,000/- per month or Rs. 60,00,000/- per annum. Hence, the requirement of a statement giving information and particulars of the employees as required under section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended, is not applicable.

DIRECTORS

The Board is sad to inform the Members that Dr. M. G. Nathani, Executive Director, passed away on 29-03-2014. During his tenure as Executive Director, D r. M.G. Nathani greatly contributed to the progress of the Company and introduced many new and novel ideas for development and growth of the Company. The Board places on record its appreciation of the great contribution made by him to the growth and development of the Company. May his soul rest in peace.

Shri M.P .Taparia, Shri D.P. Taparia and Shri Virendraa Bangur, Directors of the Company retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. Brief profile of the Directors is given in the Annexure to the Notice.

It is proposed to appoint Shri P. N. Shah, Shri M. V. Gore, Shri B. B. Ladda, Shri G. S. Manasawala and Shri Rajeev J. Mundra, as Independent Directors on the Board of the Company to hold office for 5 (five) consecutive years for a term up to the conclusion of the 53rd Annual General Meeting of the Company in the calendar year 2019. Brief profile of these Directors is given in the Annexure to the Notice.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to section 217(2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, it is hereby confirmed that:

1) In the preparation of the Annual Financial Statements, the applicable accounting standards have been followed along with proper explanation relating to material departures;

2) Selected appropriate such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and of the profit of the Company for the year under review;

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

4) The Annual Financial Statements have been prepared on a "going concern" basis.

AUDITORS

The Auditors, M/s. Batliboi and Purohit, Chartered Accountants, retire at the ensuing AGM and have confirmed their eligibility and willingness to accept office, if re-appointed.

The notes to the Accounts referred to in the Auditors'' Report are self-explanatory and, therefore, do not call for any further comments.

COST AUDITORS

The Company has appointed M/s. CY and Associates,

Cost Accountants, as a Cost Auditors of the Company for the financial year 2014-15.

ENERGY, TECHNOLOGY & FOREIGN EXCHANGE

Information on conservation of energy, technology absorption, foreign exchange earnings and outgo required to be given pursuant to section 217(1)(e) of the Companies Act, 1956 read together with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 is annexed hereto and forms part of this Report.

CONTRIBUTION TO REVENUE

Company has contributed the following amounts to the exchequer''s revenues during the year:

(Rs. in lakhs)

a) Excise Duty 787.60

b) VAT/CST 866.98

c) Octroi and Municipal Taxes 47.82

d) Income Tax 595.45

Total 2297.85

ACKNOWLEDGEMENT

The Directors wish to convey their appreciation for the total commitment, dedication, hard work and enormous personal efforts as well as collective contribution put in by every employee of your Company in achieving the present performance of the Company.

The Directors would also like to thank the bankers, Central and State Governments, local authorities, customers, distributors, suppliers and all other business associates for the continuous and unstinted support given by them to the Company and their confidence in its management.

The Directors are thankful to the esteemed shareholders for their continued support and the confidence reposed in the Company and its management.

On behalf of the Board of Directors

H.N. Taparia Chairman & Mumbai, 27th May, 2014 Managing Director

---

Mar 31, 2013

To the Members of Taparia Tools Limited,

The Directors have pleasure in presenting the 47th Annual Report on the operations of the Company together with the Audited Accounts for the year ended March 31,2013.

FINANCIAL PERFORMANCE

[Rs. in lakhs]

2012-13 2011-12

Revenue (Net) 24195.98 22419.25

Profit before interest

and depreciation 1747.17 1397.19

Less: Interest 299.50 207.04

Gross Profit 1447.67 1190.15

Less: Depreciation 66.65 63.30

Profit for the year

before tax 1381.02 1126.85

Less: Provision for taxation

Current Tax 442.34 417.00

Deferred Tax (18.86) (17.57)

Profit after tax 957.54 727.42

Add: Surplus brought forward from previousyear 2357.78 1703.36

Profit available for Appropriations 3315.32 2430.78

Less: General Reserve 98.00 73.00

Surplus carried to Balance Sheet 3217.32 2357.78



DIVIDEND

The Directors have not recommended any dividend for the year under review. The Company has retained the funds for expansion of the activities of the company by introduction of new product range and purchase of land for new development.

REVIEW OF OPERATIONS

During the year under review, though the inflation rate was high and the economic growth was lower than expected and also a drought-hit agriculture output in some States, the Company''s working during the year is satisfactory.

The Company''s total revenue (Net of excise duty) were'' 24195.98 lakhs that represent an increase of 7.92% over the sales of Rs. 22,419.25 lakhs in the previous year. Profit earned after tax is X 957.54 lakhs in the current year against Rs. 727.42 lakhs in the previous year.

Despite continuously rising cost of inputs and keen competition in hand tools market, the current results of the Company are satisfactory. The Company has revised its product prices w.e.f. 01st August 2012 to cope with increased costs.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI. The Company has also implemented several best Corporate Governance practices as prevalent globally.

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

The requisite Certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49, is attached to this Report.

PERSONNEL

The industrial relations with employees continued to be satisfactory during the year under review. There was no employee drawing salary of more than Rs. 5,00,000/- per month or Rs. 60,00,000/- per annum. Hence, the requirement of a statement giving information and particulars of the employees as required under section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended, is not applicable.

DIRECTORS

Shri P.S. Krishnan was appointed as Additional Director of the Company with effect from 03rd November, 2012. Under section 260 of the Companies Act, 1956, Shri P.S. Krishnan will hold office upto the forthcoming Annual General Meeting. As required by section 257 of the Companies Act, 1956, the Company has received Notice from the shareholder in writing signifying his intention to propose the candidature of Shri P.S. Krishnan as Whole Time Director.

Shri G. S. Manasawala, Shri B.B. Ladda and Shri Rajeev J. Mundra, Directors of the Company retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. Brief profile of the Directors is given in the Annexure to the Notice.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to section 217(2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, it is hereby confirmed that:

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

2) Selected appropriate such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and of the profit of the Company for the year under review;

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

4) The Annual Accounts have been prepared on a "going concern" basis.

AUDITORS

Themembers are requested to appoint Statutory Auditors for the current financial year and to fix their remuneration.

M/s. Batliboi and Purohit, Chartered Accountants, the present Auditors, have under section 224 (IB) of the Companies Act, 1956, furnished their Eligibility Certificate for reappointment.

The notes to the Accounts referred to in the Auditors'' Report are self-explanatory and, therefore, do not call for any further comments.

ENERGY, TECHNOLOGY & FOREIGN EXCHANGE

Information on conservation of energy, technology absorption, foreign exchange earnings and outgo required to be given pursuant to section 217(l)(e) of the Companies Act, 1956 read together with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 is annexed hereto and forms part of this Report.

CONTRIBUTION TO REVENUE

Company has contributed the following amounts to the exchequer''s revenues during the year:

[Rs. in lakhs)

a) Excise Duty 748.46

b) VAT/CST 787.49

c) Octroi and Municipal Taxes 60.86

d) Income Tax 420.00

Total 2016.81



ACKNOWLEDGEMENT

The Directors wish to convey their appreciation for the total commitment, dedication, hard work and enormous personal efforts as well as collective contribution put in by every employee of your Company in achieving the present performance of the Company.

The Directors would also like to thank the bankers, Central and State Governments, local authorities, customers, distributors, suppliers and all other business associates for the continuous and unstinted support given by them to the Company and their confidence in its management.

The Directors are thankful to the esteemed shareholders for their continued support and the confidence reposed in the Company and its management.



On behalf of the Board of Directors





H.N. Taparia

Chairman &

Mumbai, 30th May, 2013 Managing Director

---

Mar 31, 2010

The Directors have pleasure in presenting the 44th Annual Report on the business and operations of the Company together with the Financial Accounts for the year ended March 31, 2010.

FINANCIAL RESULTS

[Rupees in lakhs)

Current Previous year Year

Sales [Net] 14484.82 11834.40

Profit before interest and depreciation 1020.91 729.37

Interest 75.26 31.58

Gross Profit 945.65 697.79

Depreciation 59.00 52.68

Profit for the year 886.65 645.11 before tax

Less: Provision for taxation

Current Tax 300.45 246.00

Previous year - 1.31

Deferred Tax 2.71 [1.32]

Fringe Benefit Tax - 4.50

Profit after tax 583.49 394.62

Add: Surplus brought forward from previous year 659.43 304.81

Profit available for Appropriations: 1242.92 699.43

Less:

General Reserve 60.00 40.00

Surplus carried to Balance Sheet 1182.92 659.43

DIVIDEND

The Directors have not recommended any dividend for the year under review due to sizeable capital expenditure for implementation of the SAP software and retaining the profits for future developments/ projects.

REVIEW OF OPERATIONS

The Indian economy witnessed challenging times because of high cost of credit and fall in capital markets that stoked the sluggishness in the economy. However, stimulus packages were announced by the Government together with the initiatives for overall development of the economy. The manufacturing industry also benefited on account of the measures adopted by the Government.

The concepts of Total Productive Maintenance (TPM] and World Class Productivity Practices and-Management, adopted and implemented in the past have been reflected in the improvements during the year. Apart from improved quality of products, it has resulted in a pleasant working atmosphere on the shop floor.

Looking to the growing business volumes and ever-increasing need of sophistication in production and administration processes the Company has implemented leveraging the latest technology in its day-to-day operations. The Company has invested a considerable sum in the implementation of latest E.R.P. system i.e. S.A.P.

During the year under review, the Companys total sales were Rs. 14484.82 lakhs net of excise duty that represents an increase of 22.40% over the sale of Rs. 11834.40 lakhs net of excise duty in the previous year.

Profit earned aftertax increased to Rs. 583.49 lakhs in the current year against Rs. 394.62 lakhs in the previous year.

After the success of the Bigger Distributors Get-together held last year, this year also the Company organized the second tier Distributors Get-together wherein different Distributors from all over India gathered at Companys Plant at Nashik. This event gave an opportunity to everyone associated with Taparia Tools to come together and spontaneously fortifying the sense of belongingness of the Distributors with Taparia Tools.

CORPORATE GOVERNANCE

Your Directors reaffirm their continued commitment to good corporate governance practices. Your Company complied with all the provisions of Clause 49 of the Listing Agreement with the BSE relating to corporate governance.

A separate section on corporate governance together with a certificate from your Companys Statutory Auditors forms a part of this Annual Report.

PERSONNEL

The industrial relations with employees continued to be cordial and satisfactory during the year under review. The new wage Agreement is due w.e.f from 20-02-2010, negotiations with workmen are under progress.

There was no employee drawing salary of more than Rs. 2,00,000/- per month or Rs. 24,00,000/- per annum. Hence, the requirement of a statement giving information and particulars of the employees as required under section 217 (2A]ofthe Companies Act, 1956 read with Companies [Particulars of Employees] Rules, 1975 as amended, is not applicable.

DIRECTORS

Shri R.N.R. Malani, Independent Director, resigned from the Board w.e.f. 30th January 2010. The Directors wish to place on record their appreciation for the contribution made during his long tenure as a Director of the Company.

Shri Rajeev J. Mundra was appointed as Additional Director of the Company with effect from 30th January 2010. Under section 260 of the Companies Act, 1956, Shri Rajeev J. Mundra will hold office upto the forthcoming Annual General Meeting. As required by section 257 of the Companies Act, 1956 the Company has received notices from the shareholders in writing signifying their intention to propose the candidatures of Shri Rajeev J. Mundra as Non Executive Independent Director of the Company.

Shri B.B.Ladda, Shri G.S. Manasawala and Shri J.K. Taparia, Directors of the Company retire by rotation and being eligible, offer themselves for re-appointments.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to section 217(2 AA) of the Companies Act, 1956, with respect to Directors Responsibility Statement, it is hereby confirmed that:

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

2. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year under review;

3. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 and for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;

4. The Directors have prepared the annual accounts on a "going concern basis".

AUDITORS

The members are requested to appoint Statutory Auditors for the current financial year and to fix their remuneration. M/s. Batliboi and Purohit, Chartered Accountants, the present Auditors, have under section 224 [1B) of the Companies Act, 1956, furnished their Eligibility Certificate dated 10-08-2010 for reappointment.

The notes to the accounts referred to in the Auditors Report are self-explanatory and, therefore, do not call for any further comments.

ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE

Information on conservation of energy, technology absorption, foreign exchange earnings and outgo required to be given pursuant to section 217[1 ] [e] of the Companies Act, 1956 read together with the Companies [Disclosure of particulars in the Report of Board of Directors) Rules, 1988 is annexed hereto and forms part of this Report.

CONTRIBUTION TO REVENUE

Company has contributed the following amounts to the exchequers revenues during the year;

(Rs.in Lakhs]

a) Excise Duty 500.00

b) VAT/CST 483.74

c) Octroi & Municipal Taxes 63.46

d) Income Tax, Fringe Benefit Tax, etc. 300.45

Total 1347.65

ACKNOWLEDGMENT

The Directors wish to convey their appreciation for the total commitment, dedication, hard work and enormous personal efforts as well as collective contribution put in by every employee of your Company in achieving the present performance of the Company.

The Directors would also like to thank the bankers, Central & State Governments, local authorities, customers, distributors, suppliers and all other business associates for the continuous and unstinted support given by them to the Company and their confidence in its management.

Lastly, your Directors are deeply grateful for the confidence and faith shown by the shareholders of the Company in them.

On behalf of the Board of Directors Mumbai, 13th August 2010 H.N. Taparia Chairman & Managing Director