Directors Report of Uni Abex Alloy Products Ltd.

Mar 31, 2025

The Directors have pleasure in presenting the Fifty second Annual Report together with the Audited Accounts of the Company for the
year ended 31st March, 2025.

OPERATIONS AND FINANCIAL RESULTS
SUMMARY OF FINANCIAL RESULTS AS PER IND-AS

Particulars	2024-25	2023-24
Revenue from Operations	19308.61	17998.69
Add: Other income	698.15	415.39
Total income	20006.76	18414.08
Profit / (loss) before Depreciation	5020.56	5276.04
Less: Depreciation	498.55	467.55
Profit / (Loss) Before Tax	4522.01	4808.49
Less : Income Tax for Current Year	1096.50	1204.19
Less: Deferred Tax & Prior years Tax adjustment	68.21	58.32
Profit / (Loss) After Tax	3357.30	3545.98
Add: Other Comprehensive income/(loss)	(19.18)	8.10
Balance brought forward	10139.01	6979.93
Profit Available for Appropriation	12983.38	10534.01
Dividend on Equity Shares	691.25*	493.75
Transferred to General Reserve	NIL	NIL

DIVIDEND / RESERVES

Your Directors recommend a dividend of H35/- per Equity share
of nominal value of H10 each (i.e.350%) for the year ended 31st
March, 2025 as against H25.00/- (i.e.250%) paid for the previous
year. The total outgo towards dividend on equity shares amounts
to H691.25 Lakhs. Your Directors have decided not to transfer
any amount to the Reserves for the year under review. We are
pleased to announce this highest dividend in the history of the
Company which stands as a testament to our commitment to
reward shareholders year on year and deliver value creation and
healthy returns to them.

OPERATIONS

The total Income in FY 24-25 stood at H20,006.76 lakhs vs
H18,414.08 lakhs in FY 23-24 marking a year-on-year growth
of 8.65 %. The Petro and Decanter segments were the key
drivers of this sales growth. Additionally, the Original Equipment
Manufacturer (OEM) segment also witnessed good growth in
the order book. The FY 24-25 EBIDTA stood at H5,096.80 lakhs
Vs H 5,338.90 lakhs in FY 23-24. The Profit Before Tax stood at
FY 24-25 i.e. H 4,522.01 lakhs Vs H 4,808.49 lakhs in FY 23-24.
The Profit After Tax was H3,357.30 lakhs Vs H 3,545.98 lakhs
in FY 23-24. Further, detailed information on the Company’s
operations, outlook, industry overview has been detailed in the
report on Management Discussion and Analysis, which forms
part of this Annual Report.

INTERNAL CONTROL SYSTEMS AND THEIR
ADEQUACY

The Company’s internal control system has been designed
keeping in mind the size and nature of operations to ensure strict
compliance with applicable legislation. Your Company has in
place adequate controls on resource utilization, and provision of
accurate and speedy financial statements. The Company ensures
compliance with policies and procedures and other statutory and
legal obligations on an ongoing basis. Your Company''s Internal
Financial Controls on its entire processes have been vetted by the
Statutory Auditors. Internal control is supplemented by effective
and independent internal audit. The Board ensures that timely
measures are taken in case of any deviation from budgeting.
Management regularly reviews the findings of the Internal
Auditors and ensures effective implementation of suggestions/
observations of the Internal Auditors. In addition, the Audit
Committee of the Board regularly addresses significant issues
raised by the Internal and the Statutory Auditors.

The management information system (MIS) forms an integral
part of the company’s control mechanism. This enables the
Company to strictly adhere to all applicable procedures, laws,
rules and statutes.

PROSPECTS

Moving ahead, the industry is expected to positively benefit from
technological advancement. As the industry adopts cutting-
edge technology, it is expected to help in promoting effective

and sustainable production processes within the industry. This
is expected to help in reducing waste, improving production
efficiency and therefore support sustainable growth in the
industry in the coming years. The Petrochemical and Fertilizer
industries are further expected to drive the growth of this sector
in the coming years. Your Company is well poised to seize
these opportunities.

QUALITY MANAGEMENT

The Company has set high benchmarks on quality and on on-
time delivery thereby providing a competitive edge in current
business scenario. The Company''s operations continued to be
certified ISO 9001:2015/ISO 14001:2015/ISO 45001:2018.

ENVIRONMENT, HEALTH AND SAFETY

The Company ensures the well-being and safety of employees,
customers, and the community. The company''s operations
continue to hold certifications for ISO 14001:2015 and
ISO 45001:2018, reflecting its unwavering commitment to
maintaining high standards of environmental management and
occupational health and safety.

HUMAN RESOURCE MANAGEMENT

The workforce of the Company forms the foundation for
attaining the long-term goals of the Company. The Company
supports the growth and development of its workforce
through various initiatives. Uni Abex ensures a healthy working
environment, further maintaining a healthy employee retention

rate in the organisation. Transparent communication channels
are provided within the organisation which facilitates the
employees to provide their feedback and express their concerns.
These initiatives together aid in creating a responsive working
culture in the Company.

MATERIAL DEVELOPMENTS ON HUMAN RESOURCES
INCLUDING NUMBER OF PEOPLE EMPLOYED

As on 31st March 2025, the total numbers of permanent
employees on the payrolls of the Company at all the
locations was 92.

PARTICULARS OF EMPLOYEES AND RELATED
DISCLOSURES

The information required pursuant to Section 197(12) read with
Rule 5 of The Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, forms part of this report. In
terms of Section 136 of the Act, the Report and Accounts are
being sent to the Members and others entitled thereto, excluding
the information on employees'' particulars which is available for
inspection by the Members up to the date of the ensuing Annual
General Meeting. If any Member is interested in obtaining a copy
thereof, such Member may email to the Company in this regard.

The sitting fees per Board Meeting attended is H75,000/- w.e.f.

11.11.2024 (H50,000 upto 08.08.2024), as also for each meeting
of the Audit Committee attended. For attending all other
Committee Meetings, the fees per meeting is H10,000/- (except
Stakeholders Relationship Committee, where no fee is paid).

The ratio of the remuneration of each director to the median remuneration of the employees:

Sr. No.	Name of Director and Designation	Remuneration of Director for financial year 2024-25	Previous year''s Remuneration including sitting fees	% increase/ decrease in Remuneration over the Financial year 2023-24	Ratio of Remuneration of each Director to median remuneration of employees	Comparison of the remuneration of the KMP against the performance of the Company
1	F. D. Neterwala Chairman	2,70,000	2,10,000	28.57%	0.33:1	-
2	A. F. Neterwala Vice Chairman	3,00,000	2,10,000	42.86%	0.37:1	-
3	P F. Neterwala Director	2,00,000	1,50,000	33.33%	0.25:1	-
4	M. K. Fondekar Director	4,30,000	2,20,000	95.45%	0.53:1	-
5	J. J. Parakh Director	5,10,000	1,10,000	363.64%	0.63:1	-
6	M. K. Mahajan Director	5,60,000	4,30,000	30.23%	0.69:1	-
7	Mr. Kuldeep Bhan Director	2,50,000	1,50,000	66.67%	0.31:1	-
8	Dr. Sonali Tipre Director *	2,60,000	NA	N.A	0.32:1	-

* Dr. Sonali Tipre was inducted on the Board w.e.f. 30.03.2024, hence the % increase figures for sitting fees over the last financial year i.e. FY 23-24 are not
comparable hence, the same is mentioned as NA.

Particulars of Remuneration of Key Managerial Personnel

The percentage increase in remuneration of:
• Executive Director & Chief Executive Officer	N A
• Chief Operating Officer and Manager #	NA
• Sr. GM Operations and Manager (Manager uptil 11.11.2024)	23%
• Chief Financial Officer	10%
• Company Secretary	11%
• Median remuneration of employee	10.5%
Number of Permanent employees on the rolls of company (As on 31st March 2025)	92
Average percentage increase made in the salaries of employees other than the key managerial personnel in the last financial year i.e 2024-25	13%
Affirmation that the remuneration is as per the remuneration policy of the company	It is hereby affirmed that the remuneration paid is as per the remuneration policy for Directors, Key Managerial Personnel and other employees

* Mr. Nisar Hassan joined the Company as Chief Operating Officer w.e.f. 10.09.2024 and was additionally appointed as the Manager under the Companies Act,
2013 w.e.f. 11.11.2024. Hence, the % increase in remuneration for last year is not applicable to him.

DIRECTORS

a) Pursuant to the provisions of Section 152(6) of the
Companies Act, 2013 and the Rules made thereunder, Mrs.
P. F. Neterwala retires by rotation at the ensuing General
Meeting and is eligible for re-appointment.

b) Based on the recommendation of the Nomination and
Remuneration Committee, the Board approved the
appointment of Dr. Sonali Tipre (DIN:03472505) as an
Additional Director w.e.f. 30th March, 2024, in the category
of Independent Non- Executive Director. The Shareholders
vide Postal Ballot remote e-voting process on 15th June,
2024, approved her appointment for a first consecutive
term of 5 years w.e.f. 30th March, 2024.

c) The Board based on the recommendation of the Nomination
and Remuneration Committee at its meeting held on 10th
May, 2024 approved appointment of Mr. Mohan K Fondekar
(DIN:01089689) for a second term as an Independent
Director of the Company for a period of five (5) years w.e.f.
8th August, 2024. Further, since Mr. Fondekar is above the
age of 75 years, approval from shareholders was also taken
for his continuation as an Independent Director for his
second consecutive term of five years. The Shareholders
vide Postal Ballot remote e-voting process on 15th June,
2024, approved his appointment for a second consecutive
term w.e.f. 8th August, 2024.

COMMITTEES OF THE BOARD

In terms of the provisions of the Companies Act, 2013 as

applicable to Listed Companies, the following Committees of

the Board have been duly constituted:

I. Audit Committee:

The Audit Committee Members as at 31st March,
2025 comprised of:

Name of Director	Category
Mr. M. K. Fondekar *	Chairman & Independent Director
Mr. J. J. Parakh	Independent Director
Mr. M. K. Mahajan	Independent Director

* Mr. M K Fondekar was inducted as the member and Chairman of the
Audit Committee w.e.f. 1st April, 2024.

Further, after the year under review, the Audit Committee
was broad based and Dr. Sonali Tipre, Independent
Director was inducted as a member to the Committee
w.e.f. 8th May, 2025.

The information generally provided to the Committee for its
consideration and approvals include:

- Quarterly, half yearly and annual financial results
of the Company and performance report on its
business segments;

- Annual budget and performance targets;

- Appointment of statutory and internal auditors;

- Appointment of Chief Financial Officer;

- Appointment of key managerial personnel;

- Review of foreign exchange exposures and exchange
rate movement, if material;

- Contracts in which Director(s) are interested or
deemed to be interested;

- Details of related party transactions;

- Defaults in payment of statutory dues, if any;

- Related party transactions;

- Compliance of various laws and Indian Accounting
Standards - IND-AS;

- Any remarks/ observances/ findings made by the
Statutory and Internal Auditors of the Company;

- Making of loans and investment of surplus funds;

- Whistle blower policy / Vigil Mechanism

During the Financial Year 2024-25, 4 Meetings of the Audit
Committee were held.

II. Nomination and Remuneration Committee:

The Nomination and Remuneration Committee as at 31st
March, 2025 comprised of:

Name of Director	Category
Mr. M K Fondekar *	Chairman & Independent Director
Mr. M K Mahajan	Independent Director
Mr. A. F. Neterwala $	Non-Executive Director

* Mr. M K Fondekar was inducted as the Chairman of the Nomination
and Remuneration Committee w.e.f. 1st April, 2024. He was inducted as
a member w.e.f. 18.12.2023

$ Mr. A F Neterwala was inducted as the member of the Nomination and
Remuneration Committee w.e.f. 1st April, 2024.

The Committee frames the Remuneration Policy and
recommends remuneration / revision / merit increment
and related matters in respect of Executive Director,
Chief Executive Officer, Manager, Chief Financial Officer,
Company Secretary and Senior Executives.

During the year 2024-2025, 3 meetings of the Nomination
and Remuneration Committee was held.

III. Stakeholders Relationship Committee:

The composition of the Stakeholders Relationship
Committee as at 31st March, 2025 is as under:

Name of Director	Category
Mr. F. D. Neterwala	Non-Executive Director & Chairman
Mr. A. F. Neterwala	Non-Executive Director
Mr. J. J. Parakh	Independent Director
Mr. M. K. Mahajan	Independent Director

The Committee meets as often as necessary. In accordance
with the authority granted by the Board, the Stakeholders
Relationship Committee, deals with the following matters
concerning shareholders, on fortnightly basis:

- Transfer/Transmission/Deletion/Name change of

physical shares.

- Split/Sub-division, consolidation and Issue of

duplicate share certificates of physical shares.

- Re materialization of Shares.

IV. Corporate Social Responsibility Committee (CSR):

The composition of the CSR Committee as at 31st March,
2025 is as under:

Name of Director	Category
Mr. F. D. Neterwala	Non-Executive Director & Chairman
Mr. A. F. Neterwala	Non-Executive Director
Mr. M. K. Mahajan	Independent Director

The Committee frames the CSR Policy of the Company;
identifies the projects which the Company can undertake
towards the CSR initiatives and recommends the same to
the Board of Directors for its approval.

Two meetings of the CSR Committee was held
during the year.

BOARD MEETINGS

During the period from 1st April, 2024 to 31st March, 2025, four
meetings of the Board were held as under:

- 10th May, 2024

- 8th August, 2024

- 11th November, 2024

- 13th February, 2025

BOARD EVALUATION

The formal procedure for evaluation by the Board of its
own performance and that of its Committee and Individual
Directors was done.

The meeting of the Independent Directors of the Company was
held on 13th February, 2025.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134 (3) (c) and 134 (5) of the Companies
Act, 2013, the Directors, based on the representations received
from the Operating Management, confirm that:

(a) In the preparation of the annual accounts, the applicable
accounting standards have been followed and that there
are no material departures;

(b) In consultation with the Statutory Auditors, appropriate
accounting policies have been selected and applied
consistently and judgments 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 for year ended on that date;

(c) To the best of their knowledge and ability, proper and
sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the
applicable provisions of the Companies Act, 2013 for
safeguarding the assets of the Company and for preventing
and detecting fraud and other irregularities, if any;

(d) The annual accounts have been prepared on a
going concern basis.

(e) The Directors have laid down internal financial controls in
respect of policies and procedures adopted by the Company
for ensuring the orderly and efficient conduct of its business
including adherence to the Company’s policies, the safe
guarding of its assets, the accuracy and completeness of
the accounting records and timely preparation of reliable
financial information and such internal controls are
adequate and were operating effectively.

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

SHARE CAPITAL:

The paid up Equity Share Capital as at 31st March, 2025 stood
at H197.50 lakhs.

During the year under review, the company did not issue
any Equity shares. Further, the company has not issued any
convertible securities or shares with differential voting rights or
sweat equity share or warrants.

SUBSIDIARIES / JOINT VENTURES/ ASSOCIATES:

As at 31st March, 2025, the Company does not have any
subsidiary / Joint venture or Associate Company.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS:

No significant and materials orders were passed by the
regulators or courts or tribunals impacting the going concern
status and your Company’s operations in future.

There was no application made or proceeding pending against
the Company under the Insolvency and Bankruptcy Code, 2016
(31 of 2016) during the year under review.

KEY MANAGERIAL PERSONNEL

During the year under review, Mr. Srinivasan Thiruvenkadam, Sr.
GM Operations & Manager stepped down as the Manager and
ceased to be the Key Managerial Personnel w.e.f. 11th November,
2024 but continued as the Sr. GM Operations. Further, based
on the recommendation of the Nomination and Remuneration
Committee, the Board appointed Mr. Nisar Hassan, the Chief
Operating Officer as the Manager and Key Managerial Personnel
w.e.f. 11th November, 2024 under the Companies Act, 2013 for a
period of 3 years. Further, the appointment and remuneration of
Mr. Nisar Hassan was approved by the shareholders vide Postal
Ballot remote e-voting process on 18th January, 2025.

ABSTRACT OF ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the
Companies Act, 2013 an abstract of the Annual Return for 2024¬
25 is placed on the website of the Company at www.uniabex.com.

DECLARATION BY INDEPENDENT DIRECTORS

Pursuant to Section 149(7) of the Companies Act, 2013 each
of the Independent Director of the Company, has given a
declaration at the Board Meeting to the effect that he meets the
criteria of Independence as provided in Section 149(6) of the
Companies Act, 2013.

COMPANY''S POLICY ON DIRECTORS APPOINTMENT,
REMUNERATION ETC

The Nomination and Remuneration Committee of the Board is
evolving a policy on appointment and remuneration and other
matters as provided in Section 178 (3) of the Companies Act,
2013. Any further appointment of executive Director, Manager
and his remuneration or appointment of an Independent Director
would be based on the policy that is being evolved.

PARTICULARS OF LOANS, GUARANTEES AND
INVESTMENTS

Details of Working Capital facilities and Term Loans obtained
by the Company are provided at Note no. 21 in the Notes
to Financial Statement. Details of investment made by the
Company are provided at Note no. 8 in the Notes to Financial
Statement, under Investment Schedule. These Investments are
made by the Company in ordinary course of business, out of
the surplus funds presently available with the Company, with a
view to get an effective return. All loans given, guarantees and
Investments, are made in compliance with Section 186 of the
Companies Act, 2013.

PARTICULARS OF CONTRACTS AND ARRANGEMENTS
COVERED UNDER SECTION 188 OF THE COMPANIES
ACT, 2013

During the year under review, pursuant to the amendments
notified by the Securities and Exchange Board of India (SEBI)
with reference to Regulation 23 of the Listing Regulations, the
Company has amended its existing Policy on Materiality and
dealing with Related Party Transactions to ensure alignment with
these revised requirements at it’s meeting held on 13th February,
2025. The policy is available on the website of the Company
at www.uniabex.com. This policy deals with the review and
approval of related party transactions. The Board of Directors of
the Company has approved the criteria for making the omnibus
approval by the Audit Committee within the overall framework of
the policy on related party transactions. Prior omnibus approval
is obtained for related party transactions which are of repetitive
/ recurring in nature, entered in the ordinary course of business
and at arm’s length. All related party transactions are placed
before the Audit Committee for review and approval.

All related party transactions entered during the Financial Year
were in ordinary course of the business and on arm’s length
basis. No material related party transactions were entered during
the Financial Year by your Company. Accordingly, the disclosure
of related party transactions as required under Section 134(3)
(h) of the Companies Act, 2013 in Form AOC 2 is not applicable
to your Company.

There are no materially significant related party transactions
made by the Company with Promoters, Directors, Key Managerial
Personnel or other designated persons which may have a
potential conflict with the interest of the Company at large.

Members may refer to note no. 38 to the financial statement
which sets out related party disclosures pursuant to IND- AS - 24.

CONSERVATION OF ENERGY, TECHNOLOGY &
FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars required to be disclosed pursuant to Section 134
(3) of the Companies Act, 2013 read with rule 8 of the Companies
(Accounts) Rule, 2014 are given in Annexure I, and is an integral
part of this Report.

RISK MANAGEMENT POLICY

The Board of Directors has identified risks and steps to mitigate
the same, if and when need arises. However the executive
Management has an adequately defined framework for risk
management. The Company, like all business in the country,
is exposed to business and economic risk arising out of war,
market conditions, vagaries of monsoon etc.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Annual Report on CSR activities in term of the provisions
of Companies (Corporate Social Responsibilities Policy) Rules,

2014 is at Annexure II and is an integral part of this Report.

CORPORATE GOVERNANCE

The Company has taken adequate steps to ensure that all
mandatory provisions of Corporate Governance as prescribed
under the SEBI (Listing Obligation & Disclosure Requirements),

2015 are complied with. A separate report on Corporate
Governance is attached as a part of the Annual Report along
with the Auditors’ certification on its compliance.

The Company has devised proper systems to ensure compliance
with the provisions of all applicable Secretarial Standards issued
by the Institute of Company Secretaries of India and that such
systems are adequate and operating effectively.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

The Board of Directors of the Company has established a
robust vigil mechanism process and to govern the same a
well-defined whistle blower policy has been adopted by the
Company. The policy is available on the website of the Company
at www.uniabex.com

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

The Company has in place an Anti-Sexual Harassment Policy
since 2009 as per the Supreme Court Guidelines which is in line
with the requirements of The Sexual Harassment of Women
at the Workplace (Prevention, Prohibition & Redressal) Act,

2013. Internal Complaints Committee (ICC) has been set up to
redress complaints received regarding sexual harassment. All
employees (permanent, contractual, temporary, trainees) are
covered under this policy.

The following is a summary of sexual harassment complaints
received and disposed off during the year 2024-25.

- No of complaints received: NIL

- No of complaints disposed off: NIL

STATUTORY AUDITORS:

As per Section 139 of the Companies Act, 2013, read with the
Companies (Audit and Auditors) Rules, 2014, Messrs. Walker
Chandiok and Company, LLP (Firm Registration No. 001076N/
N500013), were appointed as a Statutory Auditors of the
Company at the 49th Annual General Meeting of the Company
held on 26th September, 2022 for a period of 5 (Five) consecutive
financial years and whose term expires at the ensuing 54th
Annual General Meeting of the Company.

The report given by Messrs. Walker Chandiok and Company,
LLP (Firm Registration No. 001076N/N500013), as Statutory
Auditors of the Company on the financial statement of the
Company for the year 2024-25 is part of the Annual Report.
There has been no qualification, reservation or adverse remark
or disclaimer in their Report.

During the year under review, the Auditors had not reported any
matter under Section 143 (12) of the Act, therefore no detail is
required to be disclosed under Section 134 (3)(ca) of the Act.

INTERNAL AUDITORS:

M/s. Aneja Assurance Private Limited, Chartered Accountants,
Mumbai were appointed as the Internal Auditors of the Company
for FY24-25. In a year they carried out Internal Audit Runs which
were commensurate with the size of the Company and nature
of its business.

SECRETARIAL AUDIT:

The Company had appointed M/s. P Naithani and Associates,
a firm of Practicing Company Secretaries to undertake the
Secretarial Audit of the Company for FY 2024-25. The Secretarial
Audit Report for the FY 2024-25 is annexed herewith as
Annexure III. There are no reservations or qualifications made
in the Audit Report.

The Company has obtained a Secretarial Compliance Report
pursuant to Regulation 24 (A) of SEBI (Listing Obligation and
Disclosure Requirements) Regulations, 2015 for FY 2024¬
25 which is annexed herewith as Annexure IV. There are no
reservations or qualifications made in this report.

The Company has obtained a certificate pursuant to Regulation
34 (3) and Schedule V para C clause 10(i) of SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015 certifying that none of the Directors of the Company is
barred or disqualified for being appointed as Director for the

Financial Year ending 31st March, 2025. The same is annexed
herewith as Annexure V.

DEPOSITS:

The Company has not accepted any deposits during the
year under review.

COST AUDITOR:

M/s. S K Tikare & Co., a Cost Accountant firm were the Cost
Auditors of the Company for FY 24-25.

Further, pursuant to the provisions of section 148 of the Act,
the Board of Directors on the recommendation of the Audit
Committee has appointed M/s Dhananjay V Joshi & Associates,
Cost Accountants (Firm Registration No. 000030) as the cost
auditor of the Company for the financial year ending on 31st
March 2026 and have recommended their remuneration to the
members for ratification at the ensuing AGM. Accordingly, a
resolution seeking members ratification for the remuneration
payable to the cost auditor forms part of the Notice of
the ensuing AGM.

The cost auditor has furnished the eligibility certificate along
with his consent to such appointment in terms of the relevant
provisions of the Act read with Rules framed thereunder.
The Audit Committee has also received a certificate from the
cost auditor certifying their independence and arm’s length
relationship with the Company.

As per the provisions of section 148 of the Act read with the
Companies (Cost Records and Audit) Rules, 2014, the Company
is required to maintain cost records and accordingly, such
accounts and records are maintained.

MATERIAL CHANGES AFFECTING THE FINANCIAL
POSITION:

The Executive management has an appropriate framework
that generates confidence of foreseeing and mitigating the
risks, which every manufacturing Company faces. The material
changes like tariffs, current war situation and the process of
commodities linked thereto may put uncertainty in the business
environment which may affect the financial position.

APPRECIATION:

Your Directors place on record their appreciation and heartfelt
gratitude for the continued support and cooperation extended to
the Company by the Central and State Government agencies, and
by our Shareholders, Customers, Suppliers, Bankers, Employees
at all levels, Employee’s Union and other Business Associates.

CAUTIONARY NOTE:

Certain statements in the Director’s Report and Management
& Discussion Analysis section may be forward looking and
are stated as required by applicable laws and regulations.
Many factors may affect the actual results, which could be
different from what the Directors envisage in terms of future
performance and outlook.

On Behalf of the Board of Directors
F. D. Neterwala

Date: 28th May, 2025 Chairman

Place: Mumbai DIN: 00008332

---

Mar 31, 2024

The Directors have pleasure in presenting the Fifty first Annual Report together with the Audited Accounts of the Company for the year ended 31st March, 2024.

OPERATIONS AND FINANCIAL RESULTS

SUMMARY OF FINANCIAL RESULTS AS PER IND-AS		(Rs. in Lakhs)
Particulars	2023-24	2022-23
Revenue from Operations	17,998.69	16,304.31
Add: Other income	415.39	204.23
Total income	18,414.08	16,508.54
Profit / (loss) before Depreciation	5,276.04	2,922.52
Less: Depreciation	467.55	385.65
Profit / (Loss) Before Tax	4,808.49	2,536.87
Less : Income Tax for Current Year	1,204.19	630.91
Less: Deferred Tax & Prior years Tax adjustment	58.32	53.02
Profit / (Loss) After Tax	3,545.98	1,852.94
Add: Other Comprehensive income/(loss)	8.10	(34.71)
Balance brought forward	6,979.93	5,161.71
Profit Available for Appropriation	10,534.01	6,979.93
Dividend on Equity Shares	493.75	395.00
Transferred to General Reserve	NIL	NIL

DIVIDEND / RESERVES

Your Directors recommend a dividend of H 25/- per Equity share of nominal value of H 10 each (i.e.250%) for the year ended 31st March, 2024 as against H 20.00/- (i.e.200%) paid for the previous year. The total outgo towards dividend on equity shares amounts to H 493.75 Lakhs. Your Directors have decided not to transfer any amount to the Reserves for the year under review.

OPERATIONS

The total Income in FY 23-24 stood at H 18,414.08 Lakhs vs Rs.16,508.54 Lakhs. in FY 2022-23 marking a year-on-year growth of 11.54%. The Petro and Decanter segments were the key drivers of this sales growth. Additionally, the Original Equipment Manufacturer (OEM) segment also witnessed a respectable growth in the order book. The FY 23-24 EBITDA stood at H 5,338.90 Lakhs. Vs H 3,010.95 Lakhs in FY 22-23. The Profit Before Tax stood at record levels in FY 23-24 i.e. H 4,808.49 Lakhs. Vs H 2,536.87 Lakhs last year i.e. a substantial increase of 89.52%. The Profit After Tax was H 3,545.98 Lakhs Vs H 1,852.94 Lakhs in the previous year registering a growth of 91.37% YoY. Net Profit Margin improved during the year due to improvement in operational efficiencies and better sales realisation as compared to the last year.

INTERNAL CONTROL SYSTEMS AND THEIR

ADEQUACY

The Company’s internal control system has been designed keeping in mind the size and nature of operations to ensure strict compliance with applicable legislation. Your Company has in place adequate controls on resource utilization, and provision of accurate and speedy financial statements. The Company ensures compliance with policies and procedures and other statutory and

legal obligations on an ongoing basis. Your Company''s Internal Financial Controls on its entire processes have been vetted by the Statutory Auditors. Internal control is supplemented by effective and independent internal audit. The Board ensures that timely measures are taken in case of any deviation from budgeting. Management regularly reviews the findings of the Internal Auditors and ensures effective implementation of suggestions/observations of the Internal Auditors. In addition, the Audit Committee of the Board regularly addresses significant issues raised by the Internal and the Statutory Auditors.

The management information system (MIS) forms an integral part of the company’s control mechanism. This enables the Company to strictly adhere to all applicable procedures, laws, rules and statutes.

PROSPECTS

Moving ahead, the industry is expected to positively benefit from technological advancement. As the industry adopts cutting-edge technology, it is expected to help in promoting effective and sustainable production processes within the industry. This is expected to help in reducing waste, improving production efficiency and therefore support sustainable growth in the industry in the coming years.The oil and gas industries are further expected to drive the growth of this sector in the coming years. Your Company is well poised to seize these opportunities.

QUALITY MANAGEMENT

The Company has set high benchmarks on quality and on on-time delivery, providing a competitive edge in current business scenario. The Company''s operations continued to be certified to ISO 9001:2015.

ENVIRONMENT, HEALTH AND SAFETY

The company, along with all its offices and factory, diligently follows the guidelines and protocols set by the Central Government and State Government to mitigate the impact of the global health crisis. These measures are aimed at ensuring the wellbeing and safety of employees, customers, and the community. The company''s operations continue to hold certifications for ISO 14001:2015 and ISO 45001:2018, reflecting its unwavering commitment to maintaining high standards of environmental management and occupational health and safety.

HUMAN RESOURCE MANAGEMENT

The workforce of the Company forms the foundation for attaining the long-term goals of the Company. The Company supports the growth and development of its workforce through various initiatives. Uni Abex ensures a healthy working environment, further maintaining a healthy employee retention rate in the organisation. Transparent communication channels are provided within the organisation which facilitates the employees to provide their feedback and express their concerns. These initiatives together aid in creating a responsive working culture in the Company.

MATERIAL DEVELOPMENTS ON HUMAN RESOURCES INCLUDING NUMBER OF PEOPLE EMPLOYED

As on 31st March 2024, the total numbers of permanent employees on the payrolls of the Company at all the locations was 92.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The information required pursuant to Section 197(12) read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this report. In terms of Section 136 of the Act, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees'' particulars which is available for inspection by the Members up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may email to the Company in this regard.

PARTICULARS OF DIRECTORS'' REMUNERATION

The sitting fees per Board Meeting attended is H 50,000/-, as also for each meeting of the Audit Committee attended. For attending all other Committee Meetings, the fees per meeting is H 10,000/- (except Stakeholders Relationship Committee, where no fee is paid).

DIRECTORS

a) Pursuant to the provisions of Section 152(6) of the Companies Act, 2013 and the Rules made thereunder, Mr. F. D. Neterwala retires by rotation at the ensuing General Meeting and is eligible for re-appointment.

b) During the year under review, Mr. K. K. Tamhaney (DIN 08936234) ceased to be a Non-Executive Director w.e.f. the closing hours of 17th May, 2023. Further, Mr. R B Mehta (DIN 00057570) also ceased to be a Non- Executive Director w.e.f. 9th November, 2023. The Board appreciates the contribution of Mr. Kishore Tamhaney and Mr. R B Mehta to the welfare and growth of the Company and placed on record its deep appreciation.

c) During the year under review, Mr. Hanumanthu R. Prasad (DIN: 00133853), Non-Executive Independent Director of the Company passed away on 17th December, 2023. Mr. Prasad’s passing away was an irreparable loss to the Company and all the Directors of the Company convey their deep sympathy and condolences to his family members.

d) Mr. Farokh K. Banatwalla (DIN 02670802), Independent Director, served up to 31st March, 2024 and retired from the Company’s Board upon completion of his two consecutive terms of 5 years in the Company. The Board appreciates the contribution of Mr. F K Bantwalla for his long stint and contribution to the Company.

e) The Board based on the recommendation of the Nomination and Remuneration Committee at its meeting held on 10th May, 2024 approved appointment of Mr. Mohan K Fondekar (DIN:01089689) for a second term as an Independent Director of the Company for a period of five (5) years w.e.f. 8th August, 2024. Further, since Mr. Fondekar is above the age of 75 years, approval from shareholders shall also be taken for his continuation as an Independent Director for his second consecutive term of five years.

f) Based on the recommendation of the Nomination and Remuneration Committee, the Board approved the appointment of Dr. Sonali Tipre (DIN:03472505) as an Additional Director w.e.f. 30th March, 2024, in the category

of Independent Non- Executive Director. The resolution for approval of Dr. Sonali Tipre shall be taken by the shareholders by way of postal ballot remote e-voting process.

COMMITTEES OF THE BOARD

In terms of the provisions of the Companies Act, 2013 as applicable to Listed Companies, the following Committees of the Board have been duly constituted:

I. Audit Committee:

The Audit Committee Members as at 31st March, 2024 comprised of:

Name of Director	Category
Mr. F. K. Banatwalla (upto 31.03.2024)	Chairman & Independent Director
Mr. H. R. Prasad (upto 17.12.2023)	Independent Director
Mr. J. J. Parakh	Independent Director
Mr. M. K. Mahajan	Independent Director
Mr. M. K. Fondekar *	Independent Director
*Mr. M K Fondekar was inducted as the member and Chairman of the Audit Committee w.e.f. 1st April, 2024 post the completion of tenure of Mr. F K Banatwalla.

The information generally provided to the Committee for its

consideration and approvals include:

- Quarterly, half yearly and annual financial results of the Company and performance report on its business segments;

- Annual budget and performance targets;

- Appointment of statutory and internal auditors;

- Appointment of Chief Financial officer;

- Review of foreign exchange exposures and exchange rate movement, if material;

- Contracts in which Director(s) are interested or deemed to be interested;

- Details of related party transactions;

- Defaults in payment of statutory dues, if any;

- Related party transactions;

- Compliance of various laws and Indian Accounting Standards - IND-AS;

- Any remarks/ observances/ findings made by the Statutory and Internal Auditors of the Company;

- Making of loans and investment of surplus funds;

- Whistle blower policy / Vigil Mechanism

During the Financial Year 2023-24, 4 Meetings of the Audit Committee were held.

II. Nomination and Remuneration Committee:

The Nomination and Remuneration Committee as at 31st March, 2024 comprised of:

Name of Director	Category
Mr. H. R. Prasad	Chairman & Independent
(upto 17.12.2023)	Director
Mr. R. B. Mehta	Promoter - Non Executive
(ceased w.e.f. 09.11.2023)	Director
Mr. F. K. Banatwalla	Independent Director (Member w.e.f. 09.11.2023) & Chairman#
Mr. M K Fondekar * (appointed w.e.f. 18.12.2023)	Independent Director
Mr. M K Mahajan (appointed w.e.f. 09.11.2023)	Independent Director
Mr. A. F. Neterwala$	Non-Executive Director

* Mr. M K Fondekar was inducted as the Chairman of the Nomination and Remuneration Committee w.e.f. 1st April, 2024 post the completion of tenure of Mr. F K Banatwalla.

$ Mr. A F Neterwala was inducted as the member of the Nomination and Remuneration Committee w.e.f. 1st April, 2024.

# Mr. F K Banatwalla was inducted as the Chairman of the Committee w.e.f. 21st December, 2023 and continued as the Chairman upto 31 st March, 2024.

The Committee frames the Remuneration Policy and recommends remuneration / revision / merit increment and related matters in respect of Executive Director, Chief Executive Officer, Manager, Chief Financial Officer, Company Secretary and Senior Executives.

During the year 2023-2024, 2 meetings of the Nomination and Remuneration Committee was held.

III. Stakeholders Relationship Committee:

The composition of the Stakeholders Relationship Committee as at 31st March, 2024 is as under:

Name of Director	Category
Mr. F. D. Neterwala	Non-Executive Director & Chairman
Mr. R. B. Mehta (ceased w.e.f. 09.11.2023)	Non-Executive Director
Mr. A. F. Neterwala	Non-Executive Director
Mr. J. J. Parakh	Independent Director

Name of Director	Category
Mr. M. K. Mahajan (appointed w.e.f. 09.11.2023)	Independent Director

The Committee meets as often as necessary. In accordance with the authority granted by the Board, the Stakeholders Relationship Committee, deals with the following matters concerning shareholders, on fortnightly basis:

- Transfer/Transmission/Deletion/Name change of

physical shares.

- Split/Sub-division, consolidation and Issue of

duplicate share certificates of physical shares.

- Re materialization of Shares.

IV. Corporate Social Responsibility Committee (CSR):

The composition of the CSR Committee as at 31st March, 2024 is as under:

Name of Director	Category
Mr. F. D. Neterwala	Non-Executive Director & Chairman
Mr. H. R. Prasad (upto 17.12.2023)	Independent Director
Mr. A. F. Neterwala	Non-Executive Director
Mr. M. K. Mahajan	Independent Director

The Committee frames the CSR Policy of the Company; identifies the projects which the Company can undertake towards the CSR initiatives and recommends the same to the Board of Directors for its approval.

One meeting of the CSR Committee was held during the year.

BOARD MEETINGS

During the period from 1st April, 2023 to 31st March, 2024, four meetings of the Board were held as under:

- 22nd May, 2023

- 11th August, 2023

- 8th November, 2023

- 8th February, 2024

BOARD EVALUATION

The formal procedure for evaluation by the Board of its own performance and that of its Committee and Individual Directors was done.

The meeting of the Independent Directors of the Company was held on 8th February, 2024.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134 (3) (c) and 134 (5) of the Companies Act, 2013, the Directors, based on the representations received from the Operating Management, confirm that:

(a) In the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;

(b) In consultation with the Statutory Auditors, appropriate accounting policies have been selected and applied consistently and judgments 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 for year ended on that date;

(c) To the best of their knowledge and ability, proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the applicable provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities, if any;

(d) The annual accounts have been prepared on a going concern basis.

(e) The Directors have laid down internal financial controls in respect of policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business including adherence to the Company’s policies, the safe guarding of its assets, the accuracy and completeness of the accounting records and timely preparation of reliable financial information and such internal controls are adequate and were operating effectively.

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

SHARE CAPITAL:

The paid up Equity Share Capital as at 31st March, 2024 stood at H 197.50 lakhs.

During the year under review, the company did not issue any Equity shares. Further, the company has not issued any convertible securities or shares with differential voting rights or sweat equity share or warrants.

SUBSIDIARIES / JOINT VENTURES/ ASSOCIATES:

As at 31st March, 2024, the Company does not have any subsidiary / Joint venture or Associate Company.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS:

No significant and materials orders were passed by the regulators or courts or tribunals impacting the going concern status and your Company’s operations in future.

There was no application made or proceeding pending against the Company under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year under review.

KEY MANAGERIAL PERSONNEL

During the year under review, Mr. Achintya Chandra ceased to the Chief Operating Officer & Manager w.e.f. 22nd January,

2024. Accordingly, he also ceased to be the Key Managerial Personnel of the Company. Further, the Board based on the recommendation of the Nomination and Remuneration Committee at its meeting held on 8th February, 2024 appointed Mr. Srinivasan Thiruvenkadam, Sr. GM Operations as the Manager and Key Managerial Personnel for a term of 3 years. Further, the appointment and remuneration of Mr. Srinivasan Thiruvenkadam was approved by the shareholders vide Postal Ballot remote e-voting process on 4th April, 2024.

ABSTRACT OF ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013 an abstract of the Annual Return for 202324 is placed on the website of the Company at www.uniabex.com.

DECLARATION BY INDEPENDENT DIRECTORS

Pursuant to Section 149(7) of the Companies Act, 2013 each of the Independent Director of the Company, has given a declaration at the Board Meeting to the effect that he meets the criteria of Independence as provided in Section 149(6) of the Companies Act, 2013.

COMPANY''S POLICY ON DIRECTORS APPOINTMENT, REMUNERATION ETC

The Nomination and Remuneration Committee of the Board is evolving a policy on appointment and remuneration and other matters as provided in Section 178 (3) of the Companies Act, 2013. Any further appointment of Executive Director, Manager and his remuneration or appointment of an Independent Director would be based on the policy that is being evolved.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Details of Working Capital facilities and Term Loans obtained by the Company are provided at Notes no. 21 and in the Notes to Financial Statement. Details of investment made by the Company are provided at Note no. 8 in the Notes to Financial Statement, under Investment Schedule. These Investments are made by the Company in ordinary course of business, out of the surplus funds presently available with the Company, with a view to get an effective return. All loans given, guarantees and Investments, are made in compliance with Section 186 of the Companies Act, 2013.

PARTICULARS OF CONTRACTS AND ARRANGEMENTS COVERED UNDER SECTION 188 OF THE COMPANIES ACT, 2013

Your Company has formulated a policy on related party transactions, which was modified on 10th February, 2022 to incorporate the changes as per various amendment in listing regulations. This policy deals with the review and approval of related party transactions. The Board of Directors of the Company has approved the criteria for making the omnibus approval by the Audit Committee within the overall framework of the policy on related party transactions. Prior omnibus approval

is obtained for related party transactions which are of repetitive nature and entered in the ordinary course of business and at arm’s length. All related party transactions are placed before the Audit Committee for review and approval. The policy is available on the website of the Company at www.uniabex.com

All related party transactions entered during the Financial Year were in ordinary course of the business and on arm’s length basis. No material related party transactions were entered during the Financial Year by your Company. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC 2 is not applicable to your Company.

There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

Members may refer to note no. 39 to the financial statement which sets out related party disclosures pursuant to IND- AS - 24.

CONSERVATION OF ENERGY, TECHNOLOGY & FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars required to be disclosed pursuant to Section 134 (3) of the Companies Act, 2013 read with rule 8 of the Companies (Accounts) Rule, 2014 are given in Annexure I, and is an integral part of this Report.

RISK MANAGEMENT POLICY

The Board of Directors has identified risks and steps to mitigate the same, if and when need arises. However the executive Management has an adequately defined framework for risk management. The Company, like all business in the country, is exposed to business and economic risk arising out of war, market conditions, vagaries of monsoon etc.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Annual Report on CSR activities in term of the provisions of Companies (Corporate Social Responsibilities Policy) Rules,

2014 is at Annexure II and is an integral part of this Report.

CORPORATE GOVERNANCE

The Company has taken adequate steps to ensure that all mandatory provisions of Corporate Governance as prescribed under the SEBI (Listing Obligation & Disclosure Requirements),

2015 are complied with. A separate report on Corporate Governance is attached as a part of the Annual Report along with the Auditors’ certification on its compliance.

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

The Board of Directors of the Company has established a robust vigil mechanism process and to govern the same a

well-defined whistle blower policy has been adopted by the Company. The policy is available on the website of the Company at www.uniabex.com

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

The Company has in place an Anti-Sexual Harassment Policy since 2009 as per the Supreme Court Guidelines which is in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

The following is a summary of sexual harassment complaints received and disposed off during the year 2023-24.

- No of complaints received: NIL

- No of complaints disposed off: NIL

STATUTORY AUDITORS:

As per Section 139 of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, Messrs. Walker Chandiok and Company, LLP (Firm Registration No. 001076N/ N500013), were appointed as a Statutory Auditors of the Company at the 49th Annual General Meeting of the Company held on 26th September, 2022 for a period of 5 (Five) consecutive financial years and whose term expires at the ensuing 54th Annual General Meeting of the Company.

The report given by Messrs. Walker Chandiok and Company, LLP (Firm Registration No. 001076N/N500013), as Statutory Auditors of the Company on the financial statement of the Company for the year 2023-24 is part of the Annual Report. There has been no qualification, reservation or adverse remark or disclaimer in their Report.

During the year under review, the Auditors had not reported any matter under Section 143 (12) of the Act, therefore no detail is required to be disclosed under Section 134 (3)(ca) of the Act.

INTERNAL AUDITORS:

M/s. Aneja Assurance Private Limited, Chartered Accountants, Mumbai are the Internal Auditors of the Company. In a year they carry out Internal Audit Runs which are commensurate with the size of the Company, and nature of its business.

SECRETARIAL AUDIT:

The Company had appointed M/s. P Naithani and Associates, a firm of Practicing Company Secretaries to undertake the Secretarial Audit of the Company. The Secretarial Audit Report for the FY 2023-24 is annexed herewith as Annexure III. There are no reservations or qualifications made in the Audit Report.

The Company has obtained a Secretarial Compliance Report pursuant to Regulation 24 (A) of SEBI (Listing Obligation and

Disclosure Requirements) Regulations, 2015 for FY 202324 which is annexed herewith as Annexure IV. There are no reservations or qualifications made in this report.

The Company has obtained a certificate pursuant to Regulation 34 (3) and Schedule V para C clause 10(i) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 certifying that none of the Directors of the Company is barred or disqualified for being appointed as Director for the Financial Year ending 31st March, 2024. The same is annexed herewith as Annexure V.

DEPOSITS:

The Company has not accepted any deposits during the year under review.

COST AUDITOR:

The Company had appointed M/s. S K Tikare & Co., a Cost Accountant firm to undertake the Cost Audit of the Company for FY 23-24.

MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION:

The Executive management has an appropriate framework that generates confidence of foreseeing and mitigating the risks, which every manufacturing Company faces. The material changes like war situation between Russia and Ukraine and the process of commodities linked thereto may put uncertainty in the business environment which may affect the financial position.

APPRECIATION:

Your Directors place on record their appreciation of the continued support and cooperation extended to the Company by the Central and State Government agencies, and by our Shareholders, Customers, Suppliers, Bankers, Employees at all levels, Employee''s Union and other Business Associates.

CAUTIONARY NOTE:

Certain statements in the Director''s Report and Management & Discussion Analysis section may be forward looking and are stated as required by applicable laws and regulations. Many factors may affect the actual results, which could be different from what the Directors envisage in terms of future performance and outlook.

---

Mar 31, 2018

DIRECTORS’ REPORT

to,

the Members

THE Directors have pleasure in presenting herewith their Forty Fifth Annual Report together with the Audited Accounts of the company for the year ended March 31, 2018.

OPERATIONS AND FINANCIAL RESULTS

SUMMARY OF FINANCIAL RESULTS AS PER IND-AS (Figures in ''Lakhs)

Particulars	2017-18	2016-17
Gross Sales	8234.35	6790.93
Less: Excise Duty	136.84	575.59
Net Sales	8097.51	6215.34
Add: Other income	223.14	135.04
Total income	8320.65	6350.38
Profit / (Loss) before Depreciation	660.61	(315.21)
Less: Depreciation	498.06	600.08
Profit / (Loss) before Tax	162.55	(915.29)
Less: Exceptional items	-	-
Less: Income tax for current Year	-	-
Less: Income tax adjustment for previous years	-	15.78
Less: Deferred tax adjustment	26.57	58.83
Less: Other comprehensive Loss	0.69	10.65
Profit / (Loss) After Tax	135.29	(851.33)
Balance brought forward	2006.26	2905.13
Profit Available for Appropriation	2141.55	2053.80
proposed Dividend on Equity shares	29.63	nil
Dividend tax on the above	6.03	nil
transferred to General Reserve	nil	nil
Surplus Carried to Balance Sheet	2141.55	2006.26*

*Dividend for Financial Year 2015-16 amounting to ''47.54 Lakhs (Including Dividend Distribution tax) was paid in Financial Year 2016-17.

DIVIDEND / RESERVES

Your Directors recommend a dividend of ''1.50/- per Equity share of nominal value of ''10 each (i.e. 15 %) for the year ended March 31, 2018. the total outgo towards dividend on equity shares together with dividend tax amounts to ''35.66 Lakhs.

OPERATIONS

First half of the year showed recessionary trends globally as well as in the domestic markets in the capital goods sector which continued from the preceding year. However, second half of the year showed a considerable growth in oEM segments whereas in MRo segments there was a marginal drop. The growth was more prominent in export markets. During the year under review your company reported highest ever sales in its history. Despite the pressure of rising material prices, your company could mitigate the cost impact by effective capacity utilization, cost reduction initiatives and better product mix.

PBIDT for the year under review is ''9.43 crs.

After a period of three consecutive years of loss your Company has now turned around and has made a profit after tax of ''1.35 crs.

WORKING CAPITAL MANAGEMENT:

The significant ratios of the Company such as Ratio of Inventory to Sales of 17.93%, Receivable to Sales of 24.68 %, and Net Working capital to Sales of 13.06 % compared to the previous year were 24.75%, 24.41% and (-12.36%) respectively which showed considerable improvements indicating prudent working capital management.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The company has an adequate system of internal controls in all spheres of its operations which are commensurate with the size and the nature of its business. Your company has in place adequate controls on resource utilization, and provision of accurate and speedy financial statements. Your Company ensures compliance with policies and procedures and other statutory and legal obligations on an ongoing basis. Your company’s internal Financial controls on its entire processes have been vetted by the Statutory Auditors. internal control is supplemented by effective and independent internal audit. Management regularly reviews the findings of the Internal Auditors and ensures effective implementation of suggestions/observations of the internal Auditors. in addition, the Audit committee of the Board regularly addresses significant issues raised by the Internal and the Statutory Auditors.

PROSPECTS

The company during the year was successful in developing some new customers and products in Europe and expects to expand its portfolio in both domestic and exports market for its future growth. The company is looking forward for an improvement in the domestic demand due to several infrastructure projects being undertaken by the Government. This will revive industrial growth in the capital goods sector and benefit us. The Company plans to target new product addition, new customer acquisitions and extended geographical reach.

QUALITY MANAGEMENT

The company has set high benchmarks on quality and on time delivery, providing competitive edge in current business scenario. The Company’s operations are certified to ISO 9001:2015. Your Company’s overseas customers have validated the operations of its plant at of Dharwad.

ENVIRONMENT, HEALTH AND SAFETY

As part of its commitment towards environment, the company has developed an Environmental Management System along with workplace practices to ensure high level of safety, health and environmental standards. The company has been certified for ISO 14001 and OHSAS 18001.

HUMAN RESOURCE MANAGEMENT

Skill development and training both behavioral and domain based are ongoing exercises through focused HR processes. Relations between employees and the management continue to remain cordial.

MATERIAL DEVELOPMENTS ON HUMAN RESOURCES INCLUDING NUMBER OF PEOPLE EMPLOYED

As on 31^st March 2018, the total numbers of permanent employees on the payrolls of the company at all the locations were 98.

The ratio of the remuneration of each Director to the median employee’s remuneration and other details in terms of sub-section 12 of Section 197 of the companies Act, 2013 read with Rule 5(1) of the companies (Appointment and Remuneration of Managerial personnel) Rules, 2014 are as under:

PARTICULARS OF EMPLOYEES:

1. Name of the Employee	K. K. Tamhaney
2. Designation of the Employee	Chief Executive Officer
3. Remuneration received	59,68,079
4. Nature of employment	Full time
5. Qualifications and Experience of the employee	B. tech, (Metallurgical Engineering)
6. Date of commencement of employment	10.09.2009
7. the age of employee	56
8. the last employment held by such employee before joining the company	GM - Operations - Mahindra Hinoday Industries Limited
9. the percentage of equity shares held by the employee in the company	nil
10. Whether any such employee is a relative of any director or manager of the company	nil

PARTICULARS OF DIRECTORS’ REMUNERATION:

the ratio of the remuneration of each Director to the median remuneration of the employees

sr. No.	Name of Director/ KMp and Designation	Remuneration of Director/ KMp for Financial Year 2017-18.	previous year’s Remuneration includes sitting Fees	% increase/ decrease in Remuneration in the Financial Year 2016-17	Ratio of Remuneration of each Director to median Remuneration of employees	comparison of the Remuneration of the KMp against the performance of the company
1	F. D. Neterwala - chairman	450000	260000	73.08%	0.91 : 1.0	-
2	R. B. Mehta -Director	260000	170000	52.94%	0.52 : 1.0	-
3	A. F. Neterwala - Director	150000	150000	nil	0.30 : 1.0	-
4	p. F. Neterwala - Director	200000	100000	100.00%	0.40 : 1.0	-
5	M. K. Fondekar - Director	250000	150000	66.67%	0.50 : 1.0	-
6	H. R. prasad -Director	520000	260000	100.00%	1.05 : 1.0	-
7	F. K. Banatwalla - Director	520000	260000	100.00%	1.05 : 1.0	-
8	M. p. Bharucha -Director	150000	100000	50.00%	0.30 : 1.0	-
9	Jimmy parakh -Director	410000	50000	720.00%	0.83 : 1.0	-

the sitting fees for attending the Board Meeting is ''50,000/- For attending Audit committee ''50,000/-.

For attending all the committee Meetings is ''10,000/- (except stakeholders Relationship committee - NIL).

The percentage increase in remuneration of: - Chief Executive Officer - Chief Financial Officer - Company Secretary - Median remuneration of employees	8 % 9 % 12 % 4.96 Lakhs
Number of permanent employees on the rolls of company	98
explanation on the relationship between average increase in remuneration and company performance	The average increase in median remuneration was in line with the increase of salary in the industry.
comparison of the remuneration of the Key Managerial personnel against the performance of the company	Sales and operating income for the year ended March 31, 2018 is ''8149 Lakhs and pBIDT is ''943 Lakhs. Details of % increase of KMp has been stated above. increase in the remuneration of KMp is in line with prevailing scales for similar positions in the industry and commensurate with the operating income and & performance of the company.
Variations in the market capitalization of the company, price earnings ratio as at the closing date of the current financial year and previous financial year	The market capitalization as on March 31, 2018 was Rs,117.11 crore (Rs,58.26 crore as on March 31, 2017) price earnings ratio of the company as at March 31, 2018 and as at March 31, 2017
percentage increase/decrease in the market quotations of the shares of the company in comparison to the rate at which the company came out with the last public offer	The company has not made any public issue or rights issue of securities in the recent past, so comparison have not been made of current share price with public offer price. The company’s shares are listed on the BSE Limited.
Average percentage increase made in the salaries of employees other than the key managerial personnel in the last financial year i.e. 2017-18.	9.7 %
Average percentage increase in the managerial remuneration compared to average percentage increase in average salary of other employees.	Not Applicable as there is No Executive Director.
Justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration	Not Applicable as there is No Executive Director.
The key parameters for any variable component of remuneration availed by the Directors	There are no variable component of remuneration availed by the Directors.
The ratio of the remuneration of the highest paid Director to that of the employees who are not Directors but receive remuneration in excess of the highest paid director during the year	Not applicable
Affirmation that the remuneration is as per the remuneration policy of the company	It is hereby affirmed that the remuneration paid is as per the remuneration policy for Directors, Key Managerial personnel and other employees.

PARTICULARS OF DIRECTORS’ REMUNERATION:

DIRECTORS

(i) In terms of the provisions of sections 149, 150, 152 and other applicable provisions of the companies Act, 2013 and the Rules made thereunder, Mr. H. R. prasad, Mr. M. p. Bharucha, and Mr. F. K. Banatwalla (Independent Directors) have been appointed at the 41^st Annual General Meeting of the company held on 20^thAugust, 2014, to hold office as Independent Directors of the Company for a period of 5 years i.e. upto 46^th Annual General Meeting of the company Mr. J. J. parakh (Independent Director) was appointed at the 44^th Annual General Meeting of the company held on 4^th August, 2017, to hold office as Independent Director of the Company for a period of 5 years i.e. upto 49^th Annual General Meeting of the company.

(ii) pursuant to the provisions of section 152 (6) of the companies Act, 2013 and the Rules made thereunder, Mr. M. K. Fondekar (DIN: 01089689) and Mr. F. D. Neterwala (DIN: 00008332) retire by rotation at the ensuing Annual General Meeting.

(iii) In terms of the recently notified Securities and Exchange Board of India (Listing Obligation Disclosure Requirements), (Amendment) Regulations, 2018, Director attaining age of 75 years, has to be reappointed by passing a special Resolution. Mr. H. R. prasad (DIN: 00133853) who is 83 years old needs to be reappointed. the Board recommends his reappointment to the Members.

COMMITTEES OF THE BOARD

In terms of the provision of the companies Act, 2013 as applicable to Listed companies, the following committees of the Board have been duly constituted

I. Audit Committee:

the Audit committee Members as at March 31, 2018 comprised of:

Name of Director	Category
Mr. F. K. Banatwalla	chairman & Independent Director
Mr. F. D. Neterwala	promoter - Non Executive Director
Mr. H. R. prasad	Independent Director
Mr. Jimmy parakh	Independent Director

the information generally provided to the committee for its consideration and approvals include:

- Quarterly, half yearly and annual financial results of the Company and performance report on its business segments;

- annual budget and performance targets;

- appointment of statutory and internal auditors;

- appointment of key managerial personnel;

- review of foreign exchange exposures and exchange rate movement, if material;

- contracts in which Director(s) are interested or deemed to be interested;

- defaults in payment of statutory dues, if any;

- compliance of various laws and Indian Accounting standards - (IND-As;)

- any remarks/ observances/ findings made by the Statutory and Internal Auditors of the Company;

- making of loans and investment of surplus funds;

- whistle blower policy /vigil mechanism

During the Financial Year 2017-18, 5 Meetings of the Audit committee were held.

II. Nomination and Remuneration Committee:

the Nomination and Remuneration committee as at March 31, 2018 comprised of:

Name of Director	Category
Mr. H. R. prasad	chairman & Independent Director
Mr. R. B. Mehta	promoter - Non Executive Director
Mr. F. K. Bamnatwalla	Independent Director

Name of the Director	Category
Mr. F. D. Neterwala	Non-Executive Director
Mr. R. B. Mehta	Non-Executive Director
Mr. A. F. Neterwala	Non-Executive Director

Name of the Director	Category
Mr. F. D. Neterwala	Non-Executive Director
Mr. H. R. prasad	Independent Director
Mr. A. F. Neterwala	Non-Executive Director

the committee meets as often as necessary. In accordance with the authority granted by the Board/share transfer committee, deals with the following matters concerning shareholders.

- transfer/transmission/Deletion/Name change of physical shares

- Split/Sub-division, consolidation and duplicate share certificates of physical shares as approved by the Board. Re-materialization of shares.

IV. Corporate Social Responsibility Committee (CSR):

pursuant to the provisions of the section 135 of the companies Act, 2013 and the rules made thereunder regarding corporate social Responsibility became applicable to the company.

the composition of the csR committee as at March 31, 2018 is as under:

The Committee frames the CSR Policy of the Company; identifies the projects which the Company can undertake towards the csR initiatives and recommends the same to the Board of Directors for their approval.

Mr. M. s. Ashar, company secretary functions as the secretary to all the above committees.

BOARD MEETINGS:

During the period from 1^st April, 2017 to 31^st March, 2018, Five Meetings of the Board were held as under:

- 29^th May, 2017

- 14^th september, 2017

- 12^th December, 2017

- 12^th February, 2018

- 20^th February, 2018

BOARD EVALUATION:

the formal evaluation procedure for evaluation by the Board of its own performance and that of its committee''s and Individual Directors was done. the meeting of the Independent Directors of the company was held on 23^rd May, 2018.

DIRECTORS’ RESPONSIBILITY STATEMENT

pursuant to section 134 (3) (c) and 134 (5) of the companies Act, 2013, the Directors, based on the representations received from the Operating Management, confirm that:

(a) In the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;

the committee frames the Remuneration policy and recommends remuneration / revision / merit increment and related matters of the Executive Director, Chief Executive Officer, Chief Financial Officer, Company Secretary and senior Executives.

During the year 2017-2018, 1 Meeting of the Nomination and Remuneration committee was held.

III. Stakeholders Relationship Committee

the composition of the stakeholders Relationship committee as at March 31, 2018 is as under:

(b) in consultation with the Statutory Auditors, appropriate accounting policies have been selected and applied consistently and judgments 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 March 31, 2018 and of the profit for year ended on that date;

(c) To the best of their knowledge and ability, proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the applicable provisions of the companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities, if any;

(d) The annual accounts have been prepared on a going concern basis.

(e) The Directors have laid down internal financial controls in respect of policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business including adherence to the Company’s policies, the safe guarding of its assets, the accuracy and completeness of the accounting records and timely preparation of reliable financial information and such internal controls are adequate and are operating effectively.

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

ABSTRACT OF ANNUAL RETURN:

pursuant to the provision of Section 134 (3) (a) of the companies Act, 2013 an abstract of the Annual Return for 2017-18 in the prescribed format is attached as Annexure I and forms an integral part of the Report.

DECLARATION BY INDEPENDENT DIRECTORS:

pursuant to Section 149 (7) of the companies Act, 2013 each of the independent Director of the company, has given a declaration at the Board Meeting of the company held on 23^rd May, 2018 (being the first Board Meeting of the financial year 2018 - 2019) to the effect that they meet the criteria of Independence as provided in Section 149 (b) of the companies Act, 2013.

COMPANY’S POLICY ON DIRECTORS APPOINTMENT, REMUNERATION ETC:

The Nomination and Remuneration committee of the Board is evolving a policy on appointment and remuneration and other matters as provided in Section 178 (3) of the companies Act, 2013. Any further appointment of Executive Directors and his remuneration or appointment of an independent Director would be based on the policy that is being evolved.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

The company has not provided any loans or given any guarantee / security to any person.

Details of Working capital facilities and Term Loans obtained by the company are provided in the Notes no. 19 and 17 in the Notes to financial statement. Details of investment made by the Company are provided in Note no 5 in the Notes to Financial Statements, under investment Schedule. These investments are made by the company in ordinary course of business, out of the surplus funds presently available with the company, with a view to get an effective return.

PARTICULARS OF CONTRACTS AND ARRANGEMENTS COVERED UNDER SECTION 188 OF THE COMPANIES ACT, 2013:

Your company has formulated a policy on related party transactions. This policy deals with the review and approval of related party transactions. The Board of Directors of the company has approved the criteria for making the omnibus approval by the Audit committee within the overall framework of the policy on related party transactions. prior omnibus approval is obtained for related party transactions which are of repetitive in nature and entered in the ordinary course of business and at arm’s length. All related party transactions are placed before the Audit committee for review and approval.

All related party transactions entered during the Financial Year were in ordinary course of the business and on arm’s length basis. No material related party transactions were entered during the Financial Year by your company. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the companies Act, 2013 in Form Aoc 2 is not applicable to your company.

There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the company at large.

Members may refer to note no. 36 to the financial statement which sets out related party disclosures pursuant to

ind-as.

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

the particulars required to be disclosed pursuant to section 134 (3) of the companies Act, 2013 read with rule 8 of the companies (Accounts) Rule, 2014 are given in Annexure 2, and is an integral part of this Report.

RISK MANAGEMENT POLICY:

The Board of Directors has identified and mitigated risks that may arise. However the executive Management has an adequately defined framework for risk management. The Company, like all business in the country, is exposed to business and economic risk arising out of market conditions and vagaries of monsoon.

CORPORATE SOCIAL RESPONSIBILITY (CSR) ACTIVITIES:

the company has formed a committee of the Board of Directors which have been entrusted with the powers to identify the csR activities. the committee has shortlisted certain projects. pursuant to the provisions of the section 135 of the companies Act, 2013 and the rules made thereunder regarding csR expenditure, due to the loss in the previous two financial years the Company has not incurred any expenditure towards the CSR activity.

CORPORATE GOVERNANCE:

As per circular No. CIR/CFD/POLICY/CELL/7/2014 dated 15^th September, 2014, the compliance with the provisions of clause 49 and Regulation 27 of sEBI (Listing Obligation & Disclosure Requirements) Regulations, 2015 is not mandatory for the company. Nevertheless the company has been complying the provisions on Voluntary basis.

the company has taken adequate steps to ensure that all mandatory provisions of corporate Governance as prescribed under the sEBI (Listing Obligation & Disclosure Requirements) Regulations, 2015 of the BsE Limited with which the company is listed are complied with. A separate report on corporate Governance is attached as a part of the Annual Report along with the Auditors’ statement on its compliance.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

the Board of Directors of the company has established a robust vigil mechanism process and to govern the same well defined whistle blower policy has been adopted by the Company.

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

the company has in place an Anti-sexual Harassment policy since 2009 as per the supreme court Guidelines which is in line with the requirements of the sexual Harassment of Women at the Workplace (prevention, prohibition & Redressal) Act, 2013. Internal complaints committee (icc) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

the following is a summary of sexual harassment complaints received and disposed of during the year 2017-18

- No of complaints received: NIL

- No of complaints disposed of: N.A.

STATUTORY AUDITORS:

As per section 139 of the companies Act, 2013, read with the companies (Audit and Auditors) Rules, 2014, the Members of the company at the 44^th Annual General Meeting of the company held on 4^th August, 2017 had appointed Messrs. Walker chandiok & company LLp (Firm Registration No. 001076N/N500013), as statutory Auditors of the Company, to hold office for a period of 5 (Five) consecutive financial years, from the conclusion of the Forty Fourth Annual General Meeting of the company until the conclusion of the Forty Ninth Annual General Meeting of the Company. The Company has received their written consent and a certificate that they satisfy the criteria provided under section 141 of the Act and that the appointment, if made, shall be in accordance with the applicable provisions of the Act and rules framed thereunder.

the Report given by Messrs. Walker chandiok & company LLp (Firm Registration No. 001076N/N500013), as Statutory Auditors of the Company on the financial statement of the Company for the year 2017-18 is part of the Annual Report. There has been no qualification, reservation or adverse remark or disclaimer in their Report.

During the year under review, the Auditors had not reported any matter under Section 143 (12) of the Act, therefore no detail is required to be disclosed under Section 134 (3)(ca) of the Act.

INTERNAL AUDITORS:

M/s. Engineer & Mehta, chartered Accountants, Mumbai are the internal Auditors of the company. in a year they carry out 3 internal Audit Runs which are commensurate with the size of the company, and nature of its business.

SECRETARIAL AUDIT:

pursuant to the provisions of Section 204 of the companies Act, 2013 and The companies (Appointment and Remuneration of Managerial personnel) Rules, 2014, the company has appointed M/s. Kaushik M. Jhaveri & Co., a firm of Practicing Company Secretaries to undertake the Secretarial Audit of the Company. The Secretarial Audit Report for the Financial Year 2017 - 18 is annexed herewith as "Annexure III". There are no reservations or qualifications made in the Audit Report.

APPRECIATION:

Your Directors place on record their appreciation of the continued support and cooperation extended to the company by the central and State Government agencies, and by our Shareholders, customers, Suppliers, Bankers, Employees at all levels, Employee’s union and other Business Associates.

CAUTIONARY NOTE:

certain statements in the Director’s Report and Management & Discussion Analysis section may be forward looking and are stated as required by applicable laws and regulations. Many factors may affect the actual results, which could be different from what the Directors envisage in terms of future performance and outlook.

on Behalf of the Board of Directors

place: Mumbai F. D. Neterwala

Date: 23^rd May, 2018 . chairman

---

Mar 31, 2017

The Directors have pleasure in presenting herewith their Forty Fourth Annual report together with the Audited Accounts of the company for the year ended March 31, 2017.

OPERATIONS AND FINANCIAL RESULTS

SUMMARY OF FINANCIAL RESULTS (Figures in Rs. Lakhs)

Particulars	2016-17	2015-16
Gross Sales	6616.44	6878.04
Less: Excise Duty & sales tax	701.29	668.74
Net Sales	5915.15	6209.30
Add: other income	163.46	219.75
Total income	6078.61	6429.05
Profit / (Loss) before Depreciation	(446.86)	323.97
Less: Depreciation	590.09	696.68
Profit / (Loss) before Tax	(1036.95)	(372.71)
Less : Exceptional items	-	51.21
Less: income tax for current Year	-	1.65
Less: income tax adjustment for previous years	(15.78)	0.20
Less: Deferred tax adjustment	(167.02)	(113.81)
Profit / (Loss) After Tax	(854.15)	(311.96)
Balance brought forward	3088.89	3448.39
Profit Available for Appropriation	2234.74	3136.42
Proposed Dividend on Equity Shares	Nil	39.50
Dividend tax on the above	Nil	8.04
transferred to General reserve	Nil	Nil
Surplus Carried to Balance Sheet	2234.74	3088.89

DIVIDEND

The Board of Directors of the Company have not recommended any dividend on equity shares of the Company for the Financial Year 2016-17.

OPERATIONS

the recessionary trends globally as well as in the domestic markets in the capital goods sector has not improved as compared to the last year. UK’s proposed exit from the Euro zone has further created an uncertainty in the market with many clients holding back investment decisions. While poor capacity utilization is one of the reasons for the poor performance, the main reason is the slow down of the decanter markets both internationally and domestically. We are hopeful that the new products and market segments which have been developed would support additional revenue growth both in the domestic as well as overseas markets going forward despite no letup in the near future in the grim economic scenario.

The PBIDT for the year under review is Rs.(0.78) crs as against Rs.7.39 crs of the previous year.

WORKING CAPITAL MANAGEMENT:

The significant ratios of the Company such as Ratio of Inventory to Sales of 24.75%, Receivable to Sales of 24.41%, and Net Working Capital to Sales of (-12.36)% compared to the previous year were 30.55%, 25.85% and 5.71% respectively which showed considerable improvements indicating prudent working capital control.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an adequate system of internal controls in all business sphere of its activities which are commensurate with the size and the nature of its business. Your Company has in place adequate protection of the Company’s resources, provision of accurate and speedy financial statements and reports, and compliance with the company policies and procedures and other statutory and legal obligations. Your company’s internal Financial controls on its entire processes which have been vetted by the internal Auditors. The internal control is supplemented by effective and independent internal audit. The Management regularly reviews the findings of the Internal Auditors and effective steps to implement any suggestions/observations of the internal Auditors are taken and monitored regularly. In addition, the Audit Committee of the Board regularly addresses significant issues raised by the Internal and the Statutory Auditors.

PROSPECTS

The company during the year was successful in developing some new customers and products in Europe and the company expects to expand its product portfolio both in the domestic market and exports for the future growth. The company is looking forward for an improvement in the domestic demand due to several infrastructure projects being undertaken by the Government. This will revive the industrial growth in the capital goods sector and benefit us. The Company plans to target new product addition, new customer acquisitions and extended geographical reach.

QUALITY MANAGEMENT

The Company has set high benchmarks on quality and on time delivery, providing an edge to the Company in the competitive business scenario. The Company’s operations are certified for ISO 9001:2008. All its overseas customers have validated Quality Management System of Dharwad factory. Your company has been awarded 1 Star Export House status by the Government of India - Ministry of commerce and industry - Director General of Foreign Trade for a period of 5 years.

ENVIRONMENT, HEALTH AND SAFETY

As part of its commitment to provide a high quality of life for all its stake holders, the Company ensures high level of safety health and environment for all its stake holders - employees, customers, vendors, business associates and neighbourhood. The Company plans to get its plant at Dharwad certified for ISO 14001 and OHSAS 18001 in this financial year.

HUMAN RESOURCE MANAGEMENT

Skill development and training both behavioral and domain based are ongoing exercises through focused HR processes. The relations between the employees and the management continue to remain cordial.

MATERIAL DEVELOPMENTS ON HUMAN RESOURCES INCLUDING NUMBER OF PEOPLE EMPLOYED

As on 31^st March 2017, the total numbers of permanent employees on the payrolls of the company at all the locations were 93.

The ratio of the remuneration of each Director to the median employee’s remuneration and other details in terms of sub-section 12 of Section 197 of the companies Act, 2013 read with Rule 5(1) of the companies (Appointment and Remuneration of Managerial personnel) Rules, 2014 are as under:

1. Name of the Employee	K. K. Tamhaney
2. Designation of the Employee	Chief Executive Officer
3. remuneration received	65,50,928
4. Nature of employment	Full time
5. Qualifications and Experience of the Employee	BTech, (Metallurgical Engineering)
6. Date of commencement of employment	10.09.2009
7. the age of employee	55
8. the last employment held by such employee before joining the company	GM - Operations - Mahindra Hinoday industries Limited
9. The percentage of equity shares held by the employee in the company	NIL
10. Whether any such employee is a relative of any Director or Manager of the company	NIL

PARTICULARS OF DIRECTORS’ REMUNERATION:

the ratio of the remuneration of each Director to the median remuneration of the employees

sr. No.	Name of Director/ KMp and Designation	remuneration of Director/ KMp for financial year 2016-17.	previous year’s remuneration includes sitting Fees	% increase/ decrease in remuneration in the Financial year 2016-17	ratio of remuneration of each Director to median remuneration of employees	comparison of the remuneration of the KMp against the performance of the company
1	F. D. Neterwala - chairman	260000	215000	20.93%	0.54	-
2	R. B. Mehta -Director	170000	85000	100.00%	0.35	-
3	A. F Neterwala - Director	150000	135000	11.11%	0.31	-
4	p. F. Neterwala - Director	100000	75000	33.33%	0.21	-
5	M. K. Fondekar - Director	150000	125000	20.00%	0.31	-
6	K. M. Elavia # -Director	120000	80000	33.33%	0.25	-
7	H. R. prasad -Director	260000	215000	20.93%	0.54	-
8	F. K. Banatwalla - Director	260000	215000	20.93%	0.54	-
9	p. subrahmanyam $ - Director	75000	190000	-60.53%	0.15	-
10	M. p. Bharucha -Director	100000	60000	66.67%	0.21	-
11	Jimmy parakh A -Director	50000	nil	100%	0.10

# Mr. K. M. Elavia resigned as a Director of the company wef 25.04.2017 $ Mr. p. subrahmanyam resigned as a Director of the company wef 27.12.2016

^A Mr. Jimmy Parakh appointed as Additional Director wef 10.02.2017 and holds office till the ensuing Annual General Meeting.

The sitting fees for attending the Board Meeting of Rs.25,000/- is increased to Rs.50,000/- wef 10.02.2017.

For attending Audit committee Rs.20,000/- is increased to Rs.50,000/- wef 10.02.2017.

For attending all the committee Meetings is Rs.10,000/- (except Stakeholders Relationship committee - NIL).

PARTICULARS OF DIRECTORS’ REMUNERATION:

The percentage increase in remuneration of: - Chief Executive Officer - Chief Financial Officer - Company Secretary - Median remuneration of employees	37% 11% 11% Rs.4.85 Lakhs
Number of permanent employees on the rolls of company	93
explanation on the relationship between average increase in remuneration and company performance	The average increase in median remuneration was in line with the increase of salary in the industry.
comparison of the remuneration of the Key Managerial personnel against the performance of the company	Sales and operating income for the year ended March 31, 2017 is Rs.60.79 crs and PBIDT is Rs. (78) Lakhs. Details of % increase of KMP has been stated above. increase in the remuneration of KMp is in line with prevailing scales for similar positions in the industry and commensurate with the operating income and performance of the company under severe constraints.
Variations in the market capitalization of the company, price earnings ratio as at the closing date of the current financial year and previous financial year	The market capitalization as on March 31, 2017 was Rs.58.26 crore (Rs. 65.19 crore as on March 31, 2016) price earnings ratio of the company as at March 31, 2017 and as at March 31, 2016 - Not applicable - as there is no profits in the current year.
percentage increase/decrease in the market quotations of the shares of the Company in comparison to the rate at which the company came out with the last public offer	The company has not made any public issue or rights issue of securities in the recent past, so comparison have not been made of current share price with public offer price. The company’s shares are listed on the BSE Limited.
Average percentage increase made in the salaries of employees other than the key managerial personnel in the last financial year i.e. 2016-17.	10.71 %
Average percentage increase in the managerial remuneration compared to average percentage increase in average salary of other employees.	Not Applicable as there is No Executive Director.
Justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration	Not Applicable as there is No Executive Director.
The key parameters for any variable component of remuneration availed by the Directors	There are no variable component of remuneration availed by the Directors.
The ratio of the remuneration of the highest paid Director to that of the employees who are not Directors but receive remuneration in excess of the highest paid Director during the year	Not applicable
Affirmation that the remuneration is as per the remuneration policy of the company	It is hereby affirmed that the remuneration paid is as per the remuneration policy for Directors, Key Managerial personnel and other employees.

DIRECTORS

(i) in terms of the provisions of Sections 149, 150, 152 and other applicable provisions of the companies Act, 2013 and the Rules made there under, Mr. K. M. Elavia, Mr. H. R. prasad, Mr. M. p. Bharucha, Mr. p. Subrahmanyam and Mr. F. K. Banatwalla (independent Directors) have been appointed at the 41^st Annual General Meeting of the company held on 20^th August, 2014, to hold office as Independent Directors of the Company for a period of 5 years i.e. upto 31^st March, 2019.

(ii) Mr. p. Subrahmanyam (DIN: 01069045) citing health issues and Mr. K. M. Elavia (DiN: 00003940) on limitation of number of Directorship in public companies resigned as Directors of the company with effect from 27^th December, 2016 and 25^th April, 2017 respectively. The Directors place on record their appreciation of the services rendered by them during their tenure of Directorship over a decade.

(iii) pursuant to the provisions of Section 152 (6) of the companies Act, 2013 and the Rules made there under, Mr. R. B. Mehta (DIN: 00057570) and Mrs. p. F. Neterwala (DiN: 01083117) retires by rotation at the ensuing Annual General Meeting.

(iv) Mr. Jimmy parakh (DIN 00004945) was appointed as an Additional Director of the company, with effect from 10^th February, 2017. In terms of Section 161(1) of the Companies Act, 2013, Mr. Parakh holds office as Additional Director up to the date of this Annual General Meeting. The company has received Notice from a Member proposing candidature of Mr. Jimmy parakh for appointment as an independent Director at the ensuing Annual General Meeting. The Board recommends for approval by the Shareholders, the appointment of Mr. Jimmy parakh as an independent Director for a term of 5 years.

COMMITTEES OF THE BOARD

In terms of the provision of the companies Act, 2013 as applicable to Listed companies, the following committees of the Board have been duly constituted

i. Audit Committee:

The Audit committee Members as at March 31, 2017 comprised of:

Name of Director	Category
Mr. F. K. Banatwalla	chairman & independent Director
Mr. F. D. Neterwala	promoter - Non Executive Director
Mr. H. R. prasad	independent Director
Mr. p. Subrahmanyam $	independent Director
Mr. Jimmy parakh A	independent Director

$ Mr. p. Subrahmanyam resigned as a Director of the company wef 27.12.2016

^A Mr. Jimmy parakh appointed as a Member of the committee wef 10.02.2017.

The information generally provided to the committee for its consideration and approvals include:

- Quarterly, half yearly and annual financial results of the Company and performance report on its business segments;

- annual budget and performance targets;

- appointment of statutory, cost and internal auditors;

- appointment of key managerial personnel;

- review of foreign exchange exposures and exchange rate movement, if material;

- contracts in which Director(s) are interested or deemed to be interested;

- Defaults in payment of statutory dues, if any;

- compliance of various laws and accounting standards;

- Any remarks/ observances/ findings made by the Statutory and Internal Auditors of the Company;

- Making of loans and investment of surplus funds;

- whistle blower policy /vigil mechanism

During the Financial Year 2016-17, 4 Meetings of the Audit committee were held.

ii. Nomination and Remuneration Committee:

The Nomination and remuneration committee as at March 31, 2017 comprised of:

Name of Director	Category
Mr. K. M. Elavia #	chairman & independent Director
Mr. R. B. Mehta	promoter - Non Executive Director
Mr. p. subrahmanyam $	independent Director
Mr. F. K. Banatwalla a	independent Director

The committee frames the remuneration policy and recommends remuneration / revision / merit increment and related matters of the Executive Director, Chief Executive Officer, Chief Financial Officer, Company Secretary and senior Executives.

During the year 2016-2017, 2 Meetings of the Nomination and remuneration committee were held.

# Mr. K. M. Elavia resigned as a Director of the company wef 25.04.2017

$ Mr. p. subrahmanyam resigned as a Director of the company wef 27.12.2016

^A Mr. F. K. Banatwalla appointed as a Member of the committee wef 10.02.2017

Mr. H. R. prasad has been appointed as the chairman of the committee wef 29.05.2017.

III. Stakeholders Relationship Committee

The composition of the stakeholders relationship committee as at March 31, 2017 is as under:

Name of the Director	Category
Mr. F. D. Neterwala	chairman - Non-Executive Director
Mr. R. B. Mehta	Non-Executive Director
Mr. A. F. Neterwala	Non-Executive Director

The committee meets as often as necessary. in accordance with the authority granted by the Board, the committee, deals with the following matters concerning shareholders:

- transfer/transmission/Deletion/Name change of physical shares

- Split/Sub-division, consolidation and duplicate share certificates of physical shares as approved by the Board. re-materialisation of shares.

IV. Corporate Social Responsibility Committee (CSR):

Pursuant to the provisions of the section 135 of the companies Act, 2013 and the rules made thereunder regarding corporate social responsibility became applicable to the company.

The composition of the CSR committee as at March 31, 2017 is as under:

Name of the Director	Category
Mr. F. D. Neterwala	chairman - Non-Executive Director
Mr. H. R. prasad	independent Director
Mr. A. F. Neterwala	Non-Executive Director

The Committee frames the CSR Policy of the Company; identifies the projects which the Company can undertake towards the csR initiatives and recommends the same to the Board of Directors for their approval.

Mr. M. s. Ashar, company secretary functions as the secretary to all the above committees.

BOARD MEETINGS:

During the period from 1^st April, 2016 to 31^st March, 2017, Five Meetings of the Board were held as under:

- 30^th May, 2016

- 10^th August, 2016

- 23^rd August, 2016

- 11^th November, 2016

- 10^th February, 2017 BOARD EVALUATION:

The formal evaluation procedure for evaluation by the Board of its own performance and that of its committee and individual Directors was done. The meeting of the independent Directors of the company was held on 12^th April, 2017.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134 (3) (c) and 134 (5) of the companies Act, 2013, the Directors, based on the representations received from the Operating Management, confirm that:

(a) in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;

(b) in consultation with the Statutory Auditors, appropriate accounting policies have been selected and applied consistently and judgments 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 March 31, 2017 and of the Profit / (Loss) for year ended on that date;

(c) To the best of their knowledge and ability, proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the applicable provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities, if any;

(d) The annual accounts have been prepared on a going concern basis.

(e) The Directors have laid down internal financial controls in respect of policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business including adherence to the Company’s policies, the safe guarding of its assets, the accuracy and completeness of the accounting records and timely preparation of reliable financial information and such internal controls are adequate and are operating effectively.

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

ABSTRACT OF ANNUAL RETURN:

Pursuant to the provision of Section 134 (3) (a) of the companies Act, 2013 an abstract of the Annual Return for 2016-17 in the prescribed formation is attached (Annexure 1) and forms an integral part of the Report.

DECLARATION BY INDEPENDENT DIRECTORS:

pursuant to Section 149 (7) of the companies Act, 2013 each of the independent Director of the company, has given a declaration at the Board Meeting of the company held on 29^th May, 2017 (being the first Board Meeting of the financial year 2017/18) to the effect that he meets the criteria of Independence as provided in Section 149 (b) of the companies Act, 2013.

COMPANY’S POLICY ON DIRECTORS APPOINTMENT, REMUNERATION ETC:

The Nomination and Remuneration committee of the Board is evolving a policy on appointment and remuneration and other matters as provided in Section 178 (3) of the companies Act, 2013. Any further appointment of executive Directors and his remuneration or appointment of an independent Director would be based on the policy that is being evolved.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

The company has not provided any loans or given any guarantee / security to any person.

Details of Working capital facilities and Term Loan obtained by the company are provided in the Notes no. 5 and 8 in the Notes to financial statement. Details of investment made by the Company are provided in Note no 12 in the Notes to Financial Statements, under investment Schedule. These investments are made by the company in ordinary course of business, out of the surplus funds presently available with the company, with a view to get an effective return.

PARTICULARS OF CONTRACTS AND ARRANGEMENTS COVERED UNDER SECTION 188 OF THE COMPANIES ACT, 2013:

Your company has formulated a policy on related party transactions. This policy deals with the review and approval of related party transactions. The Board of Directors of the company has approved the criteria for making the omnibus approval by the Audit committee within the overall framework of the policy on related party transactions. prior omnibus approval is obtained for related party transactions which are of repetitive nature and entered in the ordinary course of business and at arm’s length. All related party transactions are placed before the Audit committee for review and approval.

All related party transactions entered during the Financial Year were in ordinary course of the business and on arm’s length basis. No material related party transactions were entered during the Financial Year by your company. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC 2 is not applicable to your company.

There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the company at large.

Members may refer to note no. 37 to the financial statement which sets out related party disclosures pursuant to AS-18.

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

The particulars required to be disclosed pursuant to Section 134 (3) of the Companies Act, 2013 read with rule 8 of the companies (Accounts) Rule, 2014 are given in Annexure 2, and is an integral part of this Report.

RISK MANAGEMENT POLICY:

The Board of Directors has identified and mitigated risks that may arise. However the executive Management has an adequately defined framework for risk management. The Company, like all business in the country, is exposed to business and economic risk arising out of market conditions and vagaries of monsoon.

CORPORATE SOCIAL RESPONSIBILITY (CSR) ACTIVITIES:

The company has formed a committee of the Board of Directors which have been entrusted with the powers to identify the CSR activities. The committee has shortlisted certain projects. pursuant to the provisions of the Section 135 of the companies Act, 2013 and the rules made there under regarding CSR expenditure, due to the loss in the current financial year the Company has not incurred any expenditure towards the CSR activity.

CORPORATE GOVERNANCE:

As per circular No. CIR/CFD/P0LICY/CELL/7/2014 dated 15^th September, 2014, the compliance with the provisions of Clause 49 and Regulation 27 of SEBI (Listing Obligation & Disclosure Requirements), Regulation 2015 is not mandatory for the company. Nevertheless the company has been complying the provision on Voluntary basis.

The Company has taken adequate steps to ensure that all mandatory provisions of Corporate Governance as prescribed under the SEBI (Listing Obligation & Disclosure Requirements), Regulation 2015 of the BSE Limited with which the company is listed are complied with. A separate report on corporate Governance is attached as a part of the Annual Report along with the Auditors’ statement on its compliance.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

The Board of Directors of the company has established a robust vigil mechanism process and to govern the same well defined whistle blower policy has been adopted by the Company.

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

The company has in place an Anti sexual Harassment policy since 2009 as per the supreme court Guidelines which is in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. internal complaints committee (icc) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. the following is a summary of sexual harassment complaints received and disposed off during the year 2016-17

- No of complaints received: NIL

- No of complaints disposed off: N.A.

STATUTORY AUDITORS:

As per section 139 of the companies Act, 2013, read with the companies (Audit and Auditors) Rules, 2014, the term of M/s. Ford Rhodes parks & co. LLP, chartered Accountants, Mumbai as the statutory Auditors of the company expires at the conclusion of the ensuing Annual General Meeting of the company.

the Board of Directors of the company at their meeting held on 29^th May, 2017, on the recommendation of the Audit committee, have made its recommendation for appointment of Messrs. Walker chandiok and company LLP (Firm Registration No. 001076N/N500013), as Statutory Auditors of the Company, to hold office for a period of 5 (Five) consecutive financial years, from the conclusion of the Forty Fourth Annual General Meeting of the Company until the conclusion of the Forty Ninth Annual General Meeting of the Company (subject to ratification of the appointment at every Annual General Meeting, if required by law) pursuant to Section 139 of the Companies Act, 2013, forms part of the Notice of the 44^th Annual General Meeting of the company. the company has received their written consent and a certificate that they satisfy the criteria provided under Section 141 of the Act and that the appointment, if made, shall be in accordance with the applicable provisions of the Act and rules framed there under.

The Report given by M/s. Ford Rhodes Parks & Co. LLP, Chartered Accountants on the financial statement of the Company for the year 2016-17 is part of the Annual Report. There has been no qualification, reservation or adverse remark or disclaimer in their Report.

During the year under review, the Auditors had not reported any matter under section 143 (12) of the Act, therefore no detail is required to be disclosed under Section 134 (3)(ca) of the Act.

M/s. Ford Rhodes parks & co. LLP, chartered Accountants over many years have successfully met the challenge that the size and scale of the company’s operations pose for auditors and have maintained the highest level of governance, ethical standards, rigor and quality in their audit. The Board places on record its appreciation for the services rendered by M/s. Ford Rhodes parks & co. LLP, as the statutory Auditors of the company.

INTERNAL AUDITORS:

M/s. R. G. N. price, chartered Accountants, Mumbai are the internal Auditors of the company for FY 2016-17. in a year they carried out 3 internal Audit Runs which are is commensurate with the size of the company, and nature of its business.

SECRETARIAL AUDIT:

Pursuant to the provisions of section 204 of the companies Act, 2013 and the companies (Appointment and Remuneration of Managerial personnel) Rules, 2014, the company has appointed M/s. Kaushik M. Jhaveri & co., a firm of Practicing Company Secretaries to undertake the Secretarial Audit of the Company. The Secretarial Audit Report for the FY 2016 - 17 is annexed herewith as “Annexure III” There are no reservations or qualifications made in the Audit Report.

APPRECIATION:

Your Director place on record their appreciation of the continue support and cooperation extended to the company by the central and state Government agencies, and by our shareholders, customers, suppliers, Bankers, Employees at all levels and other Business Associates.

CAUTIONARY NOTE:

Certain statements in the Director’s Report and Management & Discussion Analysis section may be forward looking and are stated as required by applicable laws and regulations. Many factors may affect the actual results, which could be different from what the Directors envisage in terms of future performance and outlook.

On Behalf of the Board of Directors

F. D. Neterwala

Mumbai: 29^th May, 2017. Chairman

---

Mar 31, 2016

To,

The Members

The Directors have pleasure in presenting herewith their Forty Third Annual Report together with the Audited Accounts of the Company for the year ended March 31, 2016.

OPERATIONS AND FINANCIAL RESULTS

SUMMARY OF FINANCIAL RESULTS

(Figures in Rs. Lac)

Particulars	2015-16	2014-15
Gross Sales	6878.04	8425.78
Less: Excise Duty & Sales Tax	668.74	606.86
Net Sales	6209.30	7818.92
Add: Other income	219.75	141.16
Total income	6429.05	7960.08
Profit before Depreciation	323.97	279.89
Less: Depreciation	696.68	715.85
Profit / (Loss) Before Tax	(372.71)	(435.96)
Less : Exceptional items	51.21	653.81
Less: Income Tax for Current Year	1.65	-
Less: Income Tax adjustment for previous years	0.20	-
Less: Deferred Tax adjustment for the previous year	(113.81)	(317.30)
Profit / (Loss) After Tax	(311.96)	(772.47)
Balance brought forward	3448.39	4298.69
Profit Available for Appropriation	3136.42	3526.22
Proposed Dividend on Equity Shares	39.50	59.25
Dividend Tax on the above	8.04	12.06
Transferred to General Reserve	NIL	NIL
Surplus Carried to Balance Sheet	3088.88	3448.39

DIVIDEND

The Board of Directors of the Company have recommended a dividend of Rs. 2/- per Equity Share of nominal value of Rs. 10 each (i.e. 20%) for the financial year ended March 31, 2016 as against 30% paid for the previous year. The total outgo towards dividend on equity shares together with dividend distribution tax amounts to Rs. 47.54 Lacs.

OPERATIONS

The recessionary trends globally as well as in the domestic markets in the Capital goods sector for the year under review has impacted both our top and bottom line and the Company was unable to achieve its targets for the year. We are hopeful that the new products and market segments which have been developed would support additional revenue growth both in the domestic as well as overseas markets going forward. The PBIDT for the year under review is Rs. 7.39 Crs as against Rs. 7.10 Crs of the previous year.

WORKING CAPITAL MANAGEMENT:

The significant ratios of the Company such as Ratio of Inventory to Sales is 30.55 %, Receivable to Sales is 25.85 %, and Net Working Capital to Sales is 5.71 % as compared to in the previous year were 25.21%, 19.92% and 9.73% respectively.

The working capital was rotated 11 times in the year, showing effective working capital management. Funds surplus to the operational requirements have been invested in safe and relatively risk free instruments to earn a reasonable return.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an adequate system of internal controls in all business a sphere of its activities which are commensurate with the size and the nature of its business. Your Company has adequate protection of the Company’s resources, provision of accurate and speedy financial statements and reports, and compliance with the Company policies and procedures and other statutory and legal obligations. The internal control is supplemented by effective and independent internal audit. The Management regularly reviews the findings of the Internal Auditors and effective steps to implement any suggestions/observations of the Internal Auditors are taken and monitored regularly. In addition, the Audit Committee of the Board regularly addresses significant issues raised by the Internal and the Statutory Auditors.

PROSPECTS

The Company during the year was successful in developing some new customers and products in Europe and the Company expects to expand its product portfolio both in the domestic market and exports for the future growth. The Company is looking forward for improvement in the domestic demand due to the vision of the Government for development of infrastructure in the Country which will revive the growth thus giving positive effect on our business sectors. The Company plans to target new product addition, new customer acquisitions and extended reach.

QUALITY MANAGEMENT

The Company has set high benchmarks on quality and on time delivery, providing an edge to the Company in the competitive business scenario. The Company’s operations are certified for ISO 9001:2008. All its overseas customers have validated Quality Management System of Dharwad factory.

ENVIRONMENT, HEALTH AND SAFETY

As part of its commitment to provide a high quality of life for all its stake holders, the Company ensures highest level of safety, health and environment for all its stake holders - employees, customers, vendors, business associates and neighborhood. Company plans to get its plant at Dharwad certified for ISO 14001 and OHSAS 18001 in this financial year.

HUMAN RESOURCE MANAGEMENT

Skill development and training are ongoing exercises through focused HR initiatives. The relations between the employees and the management continue to remain cordial. The Company further proposes to invest in a high end Strategic/ Talent Management Software to further bring in cohesive and strategic thinking in employees.

ASSOCIATE COMPANY

As an 31^st March, 2016. M/s Unitel Financial and Investments Pvt. Ltd. is the Associate Company as defined under section 2(6) of the Companies Act, 2013. During the year was no further investment made by the Associate Company. Pursuant to Section 129(3) of the Companies Act 2013, a statement in Form AOC-1 containing the salient features of the Financial Statement of the Associate Company is attached.

MATERIAL DEVELOPMENTS ON HUMAN RESOURCES INCLUDING NUMBER OF PEOPLE EMPLOYED

As on 31^st March 2016, the total numbers of employees on the payrolls of the Company at all the locations were 84.

The ratio of the remuneration of each Director to the median employee’s remuneration and other details in terms of sub-section 12 of Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are as under:

1. Name of the Employee	K. K. Tamhaney
2. Designation of the employee	Chief Executive Officer
3. Remuneration received	Rs. 49.84 lacs
4. Nature of employment	Full time
5. Qualifications and Experience of the employee	B. Tech, (Metallurgical Engineering)
6. Date of commencement of employment	10.09.2009
7. The age of employee	54 years
8. The last employment held by such employee before joining the Company	GM - Operations - Mahindra Hinoday Industries Limited
9. The percentage of equity shares held by the employee in the Company	NIL
10. Whether any such employee is a relative of any Director or Manager of the Company	No

PARTICULARS OF DIRECTORS’ REMUNERATION:

the ratio of the remuneration of each Director to the median remuneration of the employees

Sr. No.	Name of Director / KMP and Designation	Remuneration of Director / KMP for financial year 2015-16.	Previous year’s Remuneration includes sitting Fees	% increase/ decrease in Remuneration in the Financial year 2015-16	Ratio of Remuneration of each Director to median remuneration of employees	Comparison of the remuneration of the KMP against the performance of the Company
1	F. D. Neterwala -Chairman	215000	221000	-4.44%	0.52	-
2	R. B. Mehta - Director	85000	126000	-32.54%	0.21	-
3	A. F. Neterwala -Director	135000	116000	16.38%	0.33	-
4	P. F. Neterwala -Director	75000	75000	NIL	0.18	-
5	M. K. Fondekar1 -Director	125000	9193000*	-98.64%	0.30	-
6	K. M. Elavia -Director	80000	126000	-36.51%	0.19	-
7	H. R. Prasad -Director	215000	221000	-2.71%	0.52	-
8	F. K. Banatwalla -Director	215000	200000	7.5%	0.52	-
9	P. Subrahmanyam -Director	190000	231000	-17.75%	0.46	-
10	M. P. Bharucha -Director	60000	56000	7.14%	0.14	-

The sitting fees for attending the Board Meeting is Rs. 25, 000/For attending Audit Committee is Rs. 20,000/For attending all the Committee Meetings is Rs. 10,000/- (except Stakeholders Relationship Committee - NIL). PARTICULARS OF DIRECTORS’ REMUNERATION:

The percentage increase in remuneration of: - Chief Executive Officer - Chief Financial Officer - Company Secretary - Median remuneration of employees	11.3% 23.9% 25.0% Rs. 4.14 Lacs
Number of permanent employees on the rolls of Company	84
explanation on the relationship between average increase in remuneration and Company performance	The average increase in median remuneration was in line with the increase of salary in the industry.
Comparison of the remuneration of the Key Managerial personnel against the performance of the Company	Sales and Operating Income for the year ended March 31, 2016 is Rs. 6429.05 lacs and PBIDT improved to Rs.739.44 lacs. Details of % increase of KMP has been stated above. Increase in the remuneration of KMP is commensurate with the performance of the Company under severe constraints.
Variations in the market capitalization of the Company, price earnings ratio as at the closing date of the current financial year and previous financial year	The market capitalization as on March 31, 2016 was Rs. 65.19 Crore (Rs. 114.40 crore as on March 31, 2015) price earnings ratio of the Company as at March 31, 2016 and as at March 31, 2015 - Not applicable - as there is no profits in the current year.
Percentage increase/decrease in the market quotations of the shares of the Company in comparison to the rate at which the Company came out with the last public offer	The Company has not made any public issue or rights issue of securities in the recent past, so comparison have not been made of current share price with public offer price. The Company’s shares are listed on the BSE Limited.
Average percentage increase made in the salaries of employees other than the key managerial personnel in the last financial year i.e. 2015-16.	11.30 %
Average percentage increase in the managerial remuneration compared to average percentage increase in average salary of other employees.	Not Applicable as there is No Executive Director.
Justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration	Not Applicable as there is No Executive Director.
The key parameters for any variable component of remuneration availed by the Directors	There are no variable component of remuneration availed by the Directors.
The ratio of the remuneration of the highest paid Director to that of the employees who are not Directors but receive remuneration in excess of the highest paid Director during the year	Not applicable
Affirmation that the remuneration is as per the remuneration policy of the Company	It is hereby affirmed that the remuneration paid is as per the remuneration policy for Directors, Key Managerial personnel and other employees.

DIRECTORS

(i) In terms of the provisions of Sections 149, 150, 152 and other applicable provisions of the Companies Act, 2013 and the Rules made there under, Mr. K. M. Elavia, Mr. H. R. Prasad, Mr. M. P. Bharucha, Mr. P. Subrahmanyam and Mr. F. K. Banatwalla (Independent Directors) have been appointed at the 41^st Annual General Meeting of the Company held on 20^th August, 2014, to hold office as Independent Directors of the Company for a period of 5 years i.e. up to 31^st March, 2019.

(ii) Pursuant to the provisions of Section 152 (6) of the Companies Act, 2013 and the Rules made there under, Mr. F. D. Neterwala (DIN: 00008332) and Mr. A. F. Neterwala (DIN: 01418744) retires by rotation at the ensuing Annual General Meeting and being eligible offers themselves for re-election.

COMMITTEES OF THE BOARD

In terms of the Provision of the Companies Act, 2013 as applicable to Listed Companies, the following Committees of the Board have been duly constituted

I. Audit Committee:

The Audit Committee Members as at March 31, 2016 comprised of:

Name of Director	Category
Mr. F. K. Banatwalla	Chairman & Independent Director
Mr. F. D. Neterwala	Promoter - Non Executive Director
Mr. H. R. Prasad	Independent Director
Mr. P. Subrahmanyam	Independent Director

The information generally provided to the Committee for its consideration and approvals include:

- Quarterly, half yearly and annual financial results of the Company and performance report on its business segments;

- annual budget and performance targets;

- appointment of statutory and internal auditors;

- appointment of key managerial personnel;

- review of foreign exchange exposures and exchange rate movement, if material;

- contracts in which Director(s) are interested or deemed to be interested;

- Defaults in payment of statutory dues, if any;

- compliance of various laws and accounting standards;

- Any remarks/ observances/ findings made by the Statutory and Internal Auditors of the Company;

- Making of loans and investment of surplus funds;

- whistle blower policy /vigil mechanism

During the Financial Year 2015-16, 4 Meetings of the Audit Committee were held.

II. Nomination and Remuneration Committee:

The Nomination and Remuneration Committee as at March 31, 2016 comprised of:

Name of Director	Category
Mr. K. M. Elavia	Chairman & Independent Director
Mr. R. B. Mehta	Promoter - Non Executive Director
Mr. P. Subrahmanyam	Independent Director

The Committee frames the Remuneration Policy and recommends remuneration / revision / merit increment and related matters of the Executive Director, Chief Executive Officer, Chief Financial Officer, Company Secretary and Senior Executives.

During the year 2015-2016, 2 Meetings of the Nomination and Remuneration Committee were held.

III. Stakeholders Relationship Committee

The composition of the Stakeholders Relationship Committee as at March 31, 2016 is as under:

Name of the Director	Category
Mr. F. D. Neterwala	Non-Executive Director
Mr. R. B. Mehta	Non-Executive Director
Mr. A. F. Neterwala	Non-Executive Director

The Committee meets as often as necessary. In accordance with the authority granted by the Board, the Committee, deals with the following matters concerning shareholders, on fortnightly basis.

- Transfer/Transmission/Deletion/Name change of physical shares.

- Split/Sub-division, consolidation and duplicate share certificates of physical shares as approved by the Board.

- Re-materialization of Shares.

IV. Corporate Social Responsibility Committee (CSR):

Pursuant to the provisions of the Section 135 of the Companies Act, 2013 and the rules made there under regarding Corporate Social Responsibility became applicable to the Company.

The composition of the CSR Committee as at March 31, 2016 is as under:

Name of the Director	Category
Mr. F. D. Neterwala	Chairman - Non-Executive Director
Mr. H. R. Prasad	Independent Director
Mr. A. F. Neterwala	Non-Executive Director

The Committee frames the CSR Policy of the Company; identifies the projects which the Company can undertake towards the CSR initiatives and recommends the same to the Board of Directors for their approval.

During the year 2015-2016, 1 Meeting of the CSR Committee was held.

Mr. M. S. Ashar, Company Secretary functions as the Secretary to all the above Committees.

BOARD MEETINGS:

During the period from 1^st April, 2015 to 31^st March, 2016, Five Meetings of the Board were held as under:

- 29^th May, 2015

- 13^th August, 2015

- 20^th August, 2015

- 10^th November, 2015

- 11^th February, 2016 BOARD EVALUATION:

The formal evaluation procedure for evaluation by the Board of its own performance and that of its Committee and Individual Directors was done. The meeting of the Independent Directors of the Company was held on 4^th April, 2016.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134 (3) (c) and 134 (5) of the Companies Act, 2013, the Directors, based on the representations received from the Operating Management, confirm that:

(a) In the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;

(b) In consultation with the Statutory Auditors, appropriate accounting policies have been selected and applied consistently and judgments 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 March 31, 2016 and of the profit for year ended on that date;

(c) To the best of their knowledge and ability, proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the applicable provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities, if any;

(d) The annual accounts have been prepared on a going concern basis.

(e) The Directors have laid down internal financial controls in respect of policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business including adherence to the Company’s policies, the safe guarding of its assets, the accuracy and completeness of the accounting records and timely preparation of reliable financial information and such internal controls are adequate and are operating effectively.

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

ABSTRACT OF ANNUAL RETURN:

Pursuant to the provision of Section 134 (3) (a) of the Companies Act, 2013 an abstract of the Annual Return for FY 2015-16 in the prescribed format is attached Annexure I and forms an integral part of the Report.

DECLARATION BY INDEPENDENT DIRECTORS:

Pursuant to Section 149 (7) of the Companies Act, 2013 each of the Independent Director of the Company, has given a declaration at the Board Meeting of the Company held on 30^th May, 2016 (being the first Board Meeting of the financial year 2016/17) to the effect that he meets the criteria of Independence as provided in Section 149 (b) of the Companies Act, 2013.

COMPANY’S POLICY ON DIRECTORS APPOINTMENT, REMUNERATION ETC:

The Nomination and Remuneration Committee of the Board is evolving a policy on appointment and remuneration and other matters as provided in Section 178 (3) of the Companies Act, 2013. Any further appointment of Executive Director and his remuneration or appointment of an Independent Director would be based on the policy that is being evolved.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

The Company has not provided any loans or given any guarantee / security to any person.

Details of Working Capital facilities and Term Loan as obtained by the Company are provided in the Notes no. 5 and 8 in the Notes to financial statement. Details of investment made by the Company are provided in Note no.12 in the Notes to Financial Statements. These Investments are made by the Company in the ordinary course of business, out of the surplus funds presently available with the Company, with a view to get an effective return.

PARTICULARS OF CONTRACTS AND ARRANGEMENTS COVERED UNDER SECTION 188 OF THE COMPANIES ACT, 2013:

All transactions entered into with Related Parties are in the ordinary course of business and are at arm’s length. Details regarding transactions entered into with related parties are provided in the notes to accounts. All the related party transactions have prior approval of the Audit Committee and the Board of Directors and are within limits as prescribed under the provisions of Section 188 of the Companies Act, 2013 and the Rules made there under and do not require the approval of the Members.

There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

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

The particulars required to be disclosed pursuant to Section 134 (3) of the Companies Act, 2013 read with rule 8 of the Companies (Accounts) Rule, 2014 are given in Annexure II, and is an integral part of this Report.

RISK MANAGEMENT POLICY:

The Board of Directors has identified and mitigated risks that may arise. However the executive Management has an adequately defined framework for risk management. The Company, like all business in the country, is exposed to business and economic risk arising out of market conditions and vagaries of monsoon.

CORPORATE SOCIAL RESPONSIBILITY (CSR) ACTIVITIES:

The Company has formed a Committee of the Board of Directors which have been entrusted with the powers to identify the CSR activities. The Committee has shortlisted certain projects at its meeting held on 11^th February, 2016 and the implementation of the projects would be carried out in the current fiscal. Pursuant to the provisions of the Section 135 of the Companies Act, 2013 and the rules made there under regarding CSR expenditure, due to the loss in the current financial year the Company has not incurred any expenditure towards the CSR activity.

CORPORATE GOVERNANCE:

As per circular No. CIR/CFD/P0LICY/CELL/7/2014 dated 15th September, 2014, the compliance with the provisions of Clause 49 and Regulation 27 of SEBI (Listing Obligation & Disclosure Requirements), 2015 is not mandatory for the Company. Nevertheless the Company has been complying the provision on Voluntary basis.

The Company has taken adequate steps to ensure that all mandatory provisions of Corporate Governance as prescribed under the SEBI (Listing Obligation & Disclosure Requirements), Regulation 2015 of the BSE Limited with which the Company is listed are complied with. A separate report on Corporate Governance is attached as a part of the Annual Report along with the Auditors’ statement on its compliance.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

The Board of Directors of the Company has established a robust vigil mechanism process and to govern the same well defined whistle blower policy has been adopted by the Company.

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

The Company has in place an Anti Sexual Harassment Policy since 2009 as per the Supreme Court Guidelines which is in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

The following is a summary of sexual harassment complaints received and disposed off during the year 2015-16

- No of complaints received: NIL - No of complaints disposed off: N.A.

STATUTORY AUDITORS:

M/s. Ford Rhodes Parks & Co., Chartered Accountants are the Statutory Auditor of the Company appointed in 42^nd Annual General Meeting to hold office up to the conclusion of the ensuing Annual General Meeting of the Company. Being eligible, it is recommended to reappoint M/s. Ford Rhodes Parks & Co. in the forthcoming Annual General Meeting to audit the accounts of the Company for the financial year 2016 - 2017.

INTERNAL AUDITORS:

M/s. R. G. N. Price, Chartered Accountants, Mumbai are the Internal Auditors of the Company. In a year they carry out 3 Internal Audit Runs which are commensurate with the size of the Company, and nature of its business.

SECRTARIAL AUDIT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Kaushik M. Jhaveri & Co., a firm of Practicing Company Secretaries to undertake the Secretarial Audit of the Company. The Secretarial Audit Report for the FY 2015 - 16 is annexed herewith as Annexure III There are no reservations or qualifications made in the Audit Report.

APPRECIATION:

Your Directors place on record their appreciation of the continue support and Cooperation extended to the Company by the Central and State Government agencies, and by our Shareholders, Customers, Suppliers, Bankers, Employees at all levels, Employee’s Union and other Business Associates.

CAUTIONARY NOTE:

Certain statements in the Director’s Report and Management & Discussion Analysis section may be forward looking and are stated as required by applicable laws and regulations. Many factors may affect the actual results, which could be different from what the Directors envisage in terms of future performance and outlook.

On Behalf of the Board of Directors

F. D. Neterwala

Mumbai: 30^th May, 2016. Chairman

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Mar 31, 2015

The Members

The Directors have pleasure in presenting herewith their Forty Second Annual Report together with the Audited Accounts of the company for the year ended March 31,2015.

OPERATIONS AND FINANCIAL RESULTS SUMMARY OF FINANCIAL RESULTS

Rslacs Particulars 2014-15 2013-14

Gross Sales 8425.78 8241.01

Less: Excise Duty & sales tax 606.86 587.08

Net Sales 7818.92 7653.93

add: other income 141.16 295.89

Total income 7960.08 7949.82

Profit before Depreciation 279.89 1488.07

Less: Depreciation 715.85 308.18

Profit / (Loss) Before Tax (435.96) 1179.89

Less: Exceptional items 653.81 -

less: provision for income tax - 348.00

add: income tax adjustment for previous years - 1.36

add: Deferred tax adjustment for the previous year (317.30) (51.53)

Profit / (Loss) After Tax (772.47) 781.72

Balance brought forward 4298.69 3735.61

Profit Available for Appropriation 3526.22 4517.33

proposed Dividend on Equity shares 59.25 118.50

Dividend tax on the above 12.06 20.14

transferred to General reserve - 80.00

Surplus Carried to Balance Sheet 3448.39 4298.69

DIVIDEND

the Board of Directors of the company have recommended a dividend of Rs.3/- per equity share of nominal value of Rs.10 each (i.e. 30%) for the financial year ended March 31,2015 as against 60% paid for the previous year. The total outgo towards dividend on equity shares together with dividend distribution tax amounts to Rs.71.63 lacs.

OPERATIONS

Despite recessionary trends globally in the capital good sector for greater part of the year under review and higher inflation and lower GDP growth in India, your Company has been able to sustain the top line through its efforts at diversification into new segments locally and opening new markets targeting Companies abroad.

- the PBIDT for the year under review is Rs.7.10 crs as against Rs.18.08 crs of the previous year.

WORKING CAPITAL MANAGEMENT:

The significant ratios of the Company such as Ratio of Inventory to Sales is 25.21%, Receivable to Sales is 19.92%, and Net working capital to sales is 9.73%.

the working capital was rotated 5.70 times in the year, showing effective working capital management. Funds surplus to the operational requirements have been invested in safe and relatively risk free instruments to earn a reasonable return.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an adequate system of internal controls in all business spheres of its activities which are commensurate with the size and the nature of its business. It ensures adequate protection of the Company's resources, provision of accurate and speedy financial statements and reports, and compliance with the Company policies and procedures and other statutory and legal obligations. the internal control is supplemented by effective and independent internal audit. The Management regularly reviews the findings of the Internal Auditors and effective steps to implement any suggestions/observations of the internal Auditors are taken and monitored regularly. in addition, the Audit Committee of the Board regularly addresses significant issues raised by the Internal and the statutory auditors.

PROSPECTS

the company during the year was successful in developing some new customers and products in Europe and the company expects to expand its product portfolio both in the domestic market and exports for the future growth. the Company is looking forward for improvement in the domestic demand due to the Government's "Make in India" policy for revival of growth which is expected to have a positive effect on our business sectors. the company plans to target new product addition, new customer acquisitions and extended reach.

DHARWAD PROJECT

the company's plant at Dharwad has been fully commissioned and commercial production has commenced. the company has added a state of art sand casting facility which will help it to target high integrity critical sand casting business. consequent to the commissioning of state of art Dharwad facilities company's capabilities to cater to the requirements of the niche markets and customers is considerably enhanced. With the shifting of existing machining vendors to Dharwad and the setting up of the in-house machining facilities, the company is expected to improve on its delivery performance. Thane plant will cease to operate by end of first quarter of this financial year.

QUALITY MANAGEMENT

the company has set high benchmarks on quality and on time delivery, providing an edge to the company in the competitive business scenario. The Company's operations are certified for ISO 9001:2008. All its overseas customers have validated Quality Management System of Dharwad factory.

ENVIRONMENT, HEALTH AND SAFETY

As part of its commitment to provide a high quality of life for all its stake holders, the company ensures highest level of safety health and environment for all its stake holders - employees, customers, vendors, business associates and neighbourhood. Company plans to get its plant at Dharwad certified for ISO 14001 and OHSAS 18001 in this financial year.

HUMAN RESOURCE MANAGEMENT

Skill development and training are ongoing exercises through focused HR initiatives. the relations between the employees and the management continue to remain cordial. the company further proposes to invest in a high end Strategic/ talent Management Software to further bring in cohesive and strategic thinking in its employees.

MATERIAL DEVELOPMENTS ON HUMAN RESOURCES INCLUDING NUMBER OF PEOPLE EMPLOYED

As on 31st March 2015, the total numbers of employees on the payrolls of the company at all the locations were 95. During the year Voluntary Retirement Scheme (VRS) was offered to all the unionised permanent employees of the company. the company paid a sum of Rs.5.94 crores towards the VRS of eighty employees/workers. the company has also paid Rs.0.59 Crore to other employees not covered under this scheme on account of their full and final settlement.

the ratio of the remuneration of each Director to the median employee's remuneration and other details in terms of sub-section 12 of Section 197 of the companies Act, 2013 read with Rule 5(1) of the companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are as under:

(i) in terms of the provisions of Sections 149, 150, 152 and other applicable provisions of the Companies Act, 2013 and the Rules made thereunder, Mr. K. M. Elavia, Mr. H. R. prasad, Mr. M. R Bharucha, Mr. R subrahmanyam and Mr. F K. Banatwalla (independent Directors) have been appointed at the 41st Annual General Meeting of the Company held on 20th August, 2014, to hold office as Independent Directors of the Company for a period of 5 years i.e. upto 31st March, 2019.

(ii) Pursuant to the provisions of Section 152 (6) of the Companies Act, 2013 and the Rules made thereunder, Mr. R. B. Mehta (DIN: 00057570) retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-election.

(iii) Mrs. R F Neterwala (DIN: 01083117) was appointed as an Additional Director of the Company on 20th August, 2014 under Section 161 of the Companies Act, 2013, pursuant to the requirement of Companies Act, 2013 and SEBI guidelines that each listed Company shall have a Woman Director on its Board on or before March 31, 2015. Pursuant to Article 111 of the Articles of Association of the Company and as per the provisions of Section 161 of the Companies Act, 2013, Mrs. P. F Neterwala holds office up to the ensuing Annual General Meeting and is eligible for appointment. The Company has received a notice in writing from a member alongwith the deposit of requisite amount under Section 160 of the Companies Act, 2013, proposing the candidature of Mrs. P. F. Neterwala for the office of Director and she would be liable to retire by rotation.

(iv) Mr. M. K. Fondekar (DIN: 01089689) who was appointed as a Director of the Company with effect from 1st January, 2015 on completion of his term as an Wholetime Director designated as Executive Director on 31st December, 2014 under Section 161 of the Companies Act, 2013. Pursuant to the provisions of Section 161 of the Companies Act, 2013, Mr. M. K. Fondekar will hold office up to the ensuing Annual General Meeting and is eligible for appointment. The Company has received a notice in writing from a member along with the deposit of requisite amount under Section 160 of the Companies Act, 2013, proposing the candidature of Mr. M. K. Fondekar for the office of Director and he would be liable to retire by rotation.

COMMITTEES OF THE BOARD

in terms of the Provisions of the Companies Act, 2013 as applicable to Listed Companies, the following Committees of the Board have been duly constituted

I. Audit Committee:

The audit committee Members as at March 31,2015 comprised of:

Name of Director Category

Mr. F. K. Banatwalla chairman & independent Director

Mr. F. D. Neterwala Promoter - Non Executive Director

Mr. H. R. Prasad Independent Director

Mr. P. Subrahmanyam Independent Director

The Committee reviews:

- Quarterly, half yearly and annual financial results of the Company and performance report on its business segments;

- Annual budget and performance targets;

- Appointment of statutory, cost and internal auditors;

- Appointment of key managerial personnel;

- Review of foreign exchange exposures and exchange rate movement, if material;

- Contracts in which Director(s) are interested or deemed to be interested;

- Defaults in payment of statutory dues, if any;

- Compliance of Various laws and Accounting Standards;

- Any remarks/ observances/ findings made by the Statutory and Internal Auditors of the Company;

- Making of loans and investment of surplus funds;

- Whistle blower policy /vigil mechanism

During the year 2014-2015, 6 Meetings of the Audit Committee were held.

II. Nomination and Remuneration Committee:

The Nomination and Remuneration Committee as at March 31,2015 comprised of:

Name of Director Category

Mr. K. M. Elavia Chairman & Independent Director

Mr. R. B. Mehta Promoter - Non Executive Director

Mr. P. Subrahmanyam Independent Director

The Committee frames the Remuneration Policy and recommends remuneration / revision / merit increment and related matters of the Executive Director, Chief Executive Officer, Chief Financial Officer, Company Secretary and Senior Executives.

During the year 2014-2015, 3 Meetings of the Nomination and Remuneration Committee were held.

III. Stakeholders Relationship Committee

The composition of the Stakeholders Relationship Committee as at March 31,2015 is as under:

Name of the Director Category

Mr. F. D. Neterwala Chairman - Non-Executive Director

Mr. R. B. Mehta Non-Executive Director

Mr. A. F. Neterwala Non-Executive Director

The Committee meets as often as necessary. In accordance with the authority granted by the Board/Share Transfer Committee, deals with the following matters concerning Shareholders, on fortnightly basis.

- Transfer/Transmission of physical shares

- Split/Sub-division, consolidation and duplicate share certificates of physical shares as approved by the Board. Re-materialisation of Shares.

IV. Corporate Social Responsibility Committee (CSR):

Pursuant to the provisions of the Section 135 of the Companies Act, 2013 and the rules made thereunder

regarding corporate social Responsibility became applicable to the company.

The composition of the csr committee as at March 31,2015 is as under:

Name of the Director Category

Mr. F. D. Neterwala Chairman - Non-Executive Director

Mr. H. R. Prasad Independent Director

Mr. A. F. Neterwala Non-Executive Director

The Committee frames the CSR Policy of the Company; identifies the projects which the Company can undertake towards the CSR initiatives and recommends the same to the Board of Directors for their approval.

During the year 2014-2015, 1 Meeting of the CSR Committee was held.

Mr. Milind Ashar, Company Secretary functions as the Secretary to all the above Committees.

BOARD MEETINGS:

During the period from 1st April, 2014 to 31st March, 2015, Five Meetings of the Board were held as under:

- 30th May, 2014

- 13th August, 2014

- 20th August, 2014

- 13th November, 2014

- 13th February, 2015

BOARD EVALUATION:

The formal evaluation procedure for evaluation by the Board of its own performance and that of its Committee and

Individual Directors was done. The meeting of the Independent Directors of the Company was held on 18th May, 2015.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134 (3) (c) of the Companies Act, 2013, the Directors, based on the representations received

from the Operating Management, confirm that:

(a) In the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;

(b) In consultation with the Statutory Auditors, appropriate accounting policies have been selected and applied consistently and judgments 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 March 31,2015 and of the profit and loss for year ended on that date;

(c) To the best of their knowledge and ability, proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the applicable provisions of the Companies Act,2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities, if any;

(d) The annual accounts have been prepared on a going concern basis.

(e) The Directors have laid down internal financial controls in respect of policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business including adherence to the Company's policies, the safe guarding of its assets, the accuracy and completeness of the accounting records and timely preparation of reliable financial information and such internal controls are adequate and are operating effectively.

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

EXTRACT OF ANNUAL RETURN:

Pursuant to the provision of Section 134 (3) (a) of the Companies Act, 2013 an extract of the Annual Return for 2014- 15 in the prescribed formation is attached (Annexure I) and forms an integral part of the Report.

Pursuant to Section 149 (7) of the Companies Act, 2013 each of the independent Director of the Company, has given a declaration at the Board Meeting of the company held on 25th May, 2015 (being the first Board Meeting of the financial year 2015/16) to the effect that he meets the criteria of Independence as provided in Section 149 (b) of the companies act, 2013.

COMPANY'S POLICY ON DIRECTORS APPOINTMENT, REMUNERATION ETC:

The Nomination and Remuneration committee of the Board is evolving a policy on appointment and remuneration and other matters as provided in section 178 (3) of the companies act, 2013. any further appointment of Executive Directors and his remuneration or appointment of an independent Director would be based on the policy that is being evolved.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

The company has not provided any loans or given any guarantee / security to any person.

Details of working capital facilities and term Loan and obtained by the company are provided in the Notes 5 and 8 in the Notes to financial statement. Details of investment made by the Company are provided in Note 12 and 15 in the Notes to Financial statements, under investment schedule. these investments are made by the company in ordinary course of business, out of the surplus funds presently available with the company, with a view to get an effective return.

PARTICULARS OF CONTRACTS AND ARRANGEMENTS COVERED UNDER SECTION 188 OF THE COMPANIES ACT, 2013:

Ah transactions entered into with related parties are in the ordinary course of business and are at arm's length. Details regarding transactions entered into with related parties are provided in Note 38 of the notes to accounts.

There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the company at large.

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

The particulars required to be disclosed pursuant to Section 134 (3) of the companies Act, 2013 read with rule 8 of the companies (Accounts) Rule, 2014 are given in Annexure ii, and is an integral part of this Report.

RISK MANAGEMENT POLICY:

The Board of Directors are in the process of evolving a risk policy for the Company including identification and mitigation of risks that may be identified. However the executive Management has an adequately defined framework for risk management. The company, like all business in the country, is exposed to business and economic risk arising out of market conditions and vagaries of monsoon.

CORPORATE SOCIAL RESPONSIBILITY (CSR) ACTIVITIES:

The company has formed a committee of the Board of Directors which have been entrusted with the powers to identify the cSR activities. The committee has shortlisted certain projects and the implementation of the projects would be carried out in the current fiscal. Pursuant to the provisions of the Section 135 of the Companies Act, 2013 and the rules made thereunder regarding CSR expenditure, due to the loss in the current financial year the Company has not incurred any expenditure towards the cSR activity.

CORPORATE GOVERNANCE:

As per circular No. ciR/cFD/POLicy/cELL/7/2014 dated 15th September, 2014, the compliance with the provisions of clause 49 is not mandatory for the company. Never the less the company has been complying with the provision on Voluntary basis.

The company has taken adequate steps to ensure that all mandatory provisions of corporate Governance as prescribed under the amended Listing Agreement of the Bombay Stock Exchange Limited with which the company is listed are complied with. A separate report on corporate Governance is attached as a part of the Annual Report along with the Auditors' statement on its compliance.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

The Board of Directors of the Company has established a robust vigil mechanism process and to govern the same well defined whistle blower policy has been adopted by the Company.

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

The company has in place an Anti sexual Harassment policy since 2009 as per the supreme court Guidelines which is in line with the requirements of the sexual harassment of women at the workplace (prevention, prohibition & Redressal) act, 2013. internal complaints committee (icc) has been set up to redress complaints received regarding sexual harassment. ah employees (permanent, contractual, temporary, trainees) are covered under this policy.

The following is a summary of sexual harassment complaints received and disposed off during the year 2014-15

- No of complaints received: NIL

- No of complaints disposed off: N.A.

STATUTORY AUDITORS:

M/s. Ford rhodes parks & co., chartered Accountants are the statutory Auditor of the company appointed in 41st Annual general Meeting to hold office up to the conclusion of the ensuing Annual General Meeting of the Company. Being eligible, it is recommended to reappoint M/s. Ford rhodes parks & co. in the forthcoming Annual General Meeting to audit the accounts of the Company for the financial year 2015 - 2016.

INTERNAL AUDITORS:

M/s. R. G. N. price, chartered Accountants, Mumbai are the internal Auditors of the company. in a year they carry out 3 Internal Audit Runs which are in commensurate with the size of the Company, and nature of its business.

SECRTARIAL AUDIT:

Pursuant to the provisions of section 204 of the companies Act, 2013 and the companies (Appointment and remuneration of Managerial personnel) rules, 2014, the company has appointed M/s. Kaushik M. Jhaveri & co., a firm of Practicing Company Secretaries to undertake the Secretarial Audit of the Company. The Secretarial Audit Report for the FY 2014 - 15 is annexed herewith as "Annexure 3 There are no reservations or qualifications made in the Audit report.

COST AUDITORS:

Pursuant to section 148 of the companies Act, 2013 read with the companies (cost records and Audit) rules, 2014 as amended from time to time, the company has appointed Mr. K. R. vaidyanathan. cost Accountant. (Membership No. 12139) as Cost Auditor of the Company for the financial year 2014-2015 to verify the Cost Audit Records.

APPRECIATION:

Your Directors place on record their appreciation of the continued support and cooperation extended to the company by the central and state Government agencies, and by our shareholders, customers, suppliers, Bankers, Employees at all levels, employee's union and other Business Associates.

CAUTIONARY NOTE:

Certain statements in the Director's report and Management & Discussion Analysis section may be forward looking and are stated as required by applicable laws and regulations. Many factors may affect the actual results, which could be different from what the Directors envisage in terms of future performance and outlook.

On Behalf of the Board of Directors F. D. Neterwala chairman

Mumbai: 29th May, 2015.

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Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting herewith their Forty First Annual Report together with the Audited Accounts of the company for the year ended March 31,2014.

OPERATIONS AND FINANCIAL RESULTS

SUMMARY OF FINANCIAL RESULTS

Rs.lacs

Particulars 2013-14 2012-13

Revenue From Operations (Gross) 8241.01 7608.44

Less: Excise Duty & Sales Tax 587.08 671.45

Revenue From Operations (Net) 7653.93 6936.98

add: other income 295.89 227.06

Total Revenue 7949.82 7164.04

Profit before Depreciation 1488.07 1191.65

Less: Depreciation 308.18 128.08

Profit Before Tax 1179.89 1063.57

less: provision for income Tax 348.00 365.00

Add: Income Tax adjustment for previous years 1.36 (7.16)

Add: Deferred Tax adjustment (51.53) 19.56

Profit After Tax 781.72 710.97

Balance brought forward 3735.61 3179.95

Profit Available for Appropriation 4517.33 3890.92

proposed Dividend on Equity shares 118.50 69.10

Dividend tax on the above 20.14 11.21

transferred to General Reserve 80.00 75.00

Surplus Carried to Balance Sheet 4298.69 3735.61

DIVIDEND

The Board of Directors of the company have recommended a dividend of Rs. 6.00/- per Equity share of nominal value of Rs. 10 each (i.e. 60%) for the financial year ended March 31,2014 as against 35% paid for the previous year. The total outgo towards dividend on equity shares together with dividend distribution tax amounts to Rs. 138.64 Lacs.

OPERATIONS

Despite recessionary trends in the domestic economy for the greater part of the year under review, higher inflation and lower GDP growth your company has been able to show growth in the top line through its efforts in acquiring new customers in Europe. The latter part of the year saw improved sentiments in Europe and American markets helping your company to improve its export performance. The turnover for the year including exports was higher by 11%, compared to the previous year mainly contributed by exports and sustained market share with the OEM (original Equipment Manufacturer) customers. The PBIDT for the year is Rs. 18.08 crs as against Rs. 13.10 crs of the previous year.

PROSPECTS

Your company''s sustained efforts on acquiring new customers are yielding results with new business flowing from overseas OEMs which shows good future potential. The installation of a new stable government augurs well for the industrial sentiment. This is expected to bring the domestic sectors out of the sluggishness and is expected to have a positive effect on our business.

DHARWAD PROJECT

The company''s plant at Dharwad has been commissioned and commercial production has commenced. The company has taken a small step by starting an in-house machine shop at this facility which would help reduce its dependence on the outsourced services and improve its delivery performance besides building internal machining capabilities. Consequent to the Commissioning of state of art Dharwad facility, Company''s capabilities to cater to the requirements of the niche markets and customers is considerably enhanced which will help Company to target businesses which hitherto it was not able to do.

QUALITY MANAGEMENT

The Company''s commitment to high standards of quality and on time delivery continues against competitive price pressures. Company''s operations are certified for ISO 9001:2008 and the Quality Management System at the new facility at Dharwad also will be certified in the current fiscal.

ENVIRONMENT, HEALTH AND SAFETY

The Company is committed to the highest level of safety, health and environment for all its stake holders - employees, customers, vendors, business associates and neighborhood. Company''s operations were certified according to iSO 14001 and OHSAS 18001. We have planned to get similar certification for Dharwad unit in the current fiscal year.

HUMAN RESOURCE MANAGEMENT

Focused H.R. initiatives are being taken for training and development. The relations between the employees and the management continue to remain cordial.

DIRECTORS

Mr. A. F. Neterwala was appointed as a Director by the Board, in the vacancy caused by the demise of Mr. D. M. Neterwala on 7th August, 2013, in terms of Section 262 of the Companies Act, 1956. The Company has received Notice from a Member pursuant to the provisions of Section 160 of the Companies Act, 2013 (Corresponding Section 257 of the Companies Act, 1956) proposing the appointment of Mr. A. F. Neterwala at the ensuing Annual General Meeting.

in terms of the relevant provisions of Articles of Association of the Company, and the Companies Act, 1956 Mr. P. Subrahmanyam and Mr. H. R. Prasad retire by rotation and being eligible, offer themselves for reappointment. Pursuant to the provisions of Section 149 (10) of the Companies Act, 2013 their reappointment is proposed for a period of 5 years, and they will not be liable to retire by rotation during their tenure.

in terms of the provisions of Sections 149, 150, 152 and all other applicable provisions of the Companies Act 2013 and the rules prescribed there under, the non-retiring independant Directors shall be appointed within12 months from 1st April 2014. To comply with these provisions Mr. K. M. Elavia, Mr. M. P. Bharucha and Mr. F. K. Banatwalla, independant Directors are proposed to be appointed for a period of 5 (Five) years and would not be liable to retire by rotataion.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956 the Directors, based on the representations received from the Operating Management, confirm that:

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;

(ii) in consultation with the Statutory Auditors, appropriate accounting policies have been followed and applied consistently and judgments 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 March 31,2014 and of the profit for year ended on that date;

(iii) To the best of their knowledge and ability, proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the applicable provisions of the Companies Act,1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities, if any;

(iv) The annual accounts have been prepared on a going concern basis.

INFORMATION PURSUANT TO SECTION 217 OF THE COMPANIES ACT, 1956.

The information required to be given under section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees Rules), 1975 as amended. However in terms of section 219 (1) (b) (iv) of the companies Act 1956, the Annual Report is circulated to members excluding the aforesaid information. Any member interested to obtain the said information may write to the company secretary at the Registered office of the company.

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

The particulars as required to be disclosed pursuant to section 217 (1) (e) of the Companies Act, 1956 read with the companies (Disclosure of Particulars in the Report of Board of Directors), Rules, 1988 are given in Annexure - i forming a part of this Report and Note No. 33 & 34 of "Notes to the Financial Statements".

CORPORATE GOVERNANCE

in terms of the Listing Agreement, Management Discussion & Analysis Report is annexed and forms part of the Annual Report. A report on corporate Governance along with the Auditors'' certificate on its compliance is also annexed which is forming part of the Annual Report.

STATUTORY AUDITORS

The Members are requested to appoint the Auditors for the current year and fix their remuneration. Messrs. Ford, Rhodes, Parks & co., chartered Accountants, Mumbai, the existing Auditors of the company have furnished the certificate of their eligibility for reappointment under Section 141 of the companies Act, 2013. (corresponding Section 224 of the companies Act, 1956).

SECRETARIAL AUDITOR

The provisions of Section 204 of the companies Act, 2013 read with Section 134 (3) of the companies Act, 2013, mandates Secretarial Audit of the company to be done from the financial year commencing on and after 1st April, 2014 by a company Secretary in Practice which is required to be annexed with the Board Report for the financial year 2014-15 onwards. The Board has therefore considered and appointed M/s. Kaushik M. Jhaveri & co. company Secretary in practice as Secretarial Auditor for the financial year 2014-15.

APPRECIATION

Your Directors place on record their appreciation of the continued support, cooperation and assistance from our shareholders, customers, suppliers, employees and employees'' union and other business associates including various agencies of the central and State Governments and Bankers.

on Behalf of the Board of Directors F.D. Neterwala Mumbai, 30th May, 2014. chairman

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Mar 31, 2013

To the Members,

The Directors have pleasure in presenting herewith their Fortieth Annual Report with the Audited Accounts of the Company for the year ended March 31, 2013.

OPERATIONS AND FINANCIAL RESULTS

SUMMARY OF FINANCIAL RESULTS

Rs. lacs

Particulars 2012-13 2011-12

Revenue from Operations (Gross) 7608.43 6653.27

Less: Excise Duty & Sales Tax 671.45 615.27 Revenue from Operations (Net) 6936.98 6038.00

Add: Other income 227.06 207.51

Total Revenue 7164.04 6245.51

Profit before Depreciation 1191.65 1294.29

Less: Depreciation 128.08 145.97

Profit Before Tax 1063.57 1148.32

Less: Provision for Income Tax 365.00 379.00

Add: Income Tax adjustment for previous years (7.16) 9.75

Add: Deferred Tax adjustment for the previous year 19.56 12.25

Profit After Tax 710.97 791.32

Balance brought forward 3179.95 2568.97 Profit Available for Appropriation 3890.92 3360.29

Proposed Dividend on Equity Shares 69.13 69.13

Dividend Tax on the above 11.21 11.21

Transferred to General Reserve 75.00 100.00

Surplus Carried to Balance Sheet 3735.58 3179.95

DIVIDEND

Your Directors recommend a dividend of Rs. 3.50 per Equity Share of nominal value of Rs. 10 each (i.e. 35%) for the year ended March 31, 2013. The total outgo towards dividend on Equity Shares together with dividend tax amounts to Rs. 80.34 Lacs.

OPERATIONS

Despite sluggish trend in the domestic market during the year, the turnover for the year was higher by 15%, compared to the previous year thanks to the rise in exports by 46%. The profit after tax for the year under review is Rs. 7.11 Crs as against Rs. 7.91 Crs of the previous year. The decline in profits was mainly on account of price pressures coupled with rising power costs.

PROSPECTS

The current scenario in the domestic market continues to be sluggish. The industrial segments we cater to are experiencing a demand crunch and the new projects are also getting deferred. The Company is trying to overcome the impact of slowdown in its traditional market segment by exploring new geographies, new products and new segments. A beginning has been made by establishing contacts with some new overseas potential customers.

NEW PROJECT

In view of the company''s plan to enter into high integrity static castings and to improve the current capabilities, work on the execution of the Greenfield Project at Dharwad was expedited. The project however, has got slightly delayed due to the Courtis restrictions on stone quarrying and crushing and delay in getting electric power from the dedicated 33 KV electricity line. The Project with expected capital outlay of approximately Rs. 44 Crs. is in advance stages and is expected to be operational soon after the power is charged to our substation.

QUALITY MANAGEMENT

The Company''s commitment to high standards of quality continues against competitive price pressures. The Quality Management System of the company was recertified to ISO 9001:2008 in this year.

ENVIRONMENT, HEALTH AND SAFETY

The Company is committed to the highest level of safety, health and environment for all its stake holders - employees, customers, vendors, business associates and neighbourhood. Company''s operations are certified for ISO 14001 and OHSAS 18001.

HUMAN RESOURCE MANAGEMENT

Focused H.R. initiatives are being taken for training and development. The relations between the employees and the management continue to remain cordial.

DIRECTORS

Your Directors report with profound regret the sad demise on 31st May, 2013 of Mr. D. M. Neterwala. He was the founder Director and more lately Chairman Emeritus of the Company. His business acumen, sagacity, foresight and vision contributed to the consistent growth and development of your Company. Your Directors record their appreciation of his outstanding leadership and invaluable contribution to the Company.

In terms of the relevant provisions of the Companies Act, 1956 and Articles of Association of the Company, Mr. R. B. Mehta, Mr. F. D. Neterwala and Mr. K. M. Elavia retire by rotation and being eligible, offer themselves for reappointment.

Mr. M. K. Fondekaris term as the Whole time Director, designated as Executive Director of the Company, made with the approval of the Members at the 38th Annual General Meeting of the Company held on 25th August, 2011 comes to an end on 30th June, 2013. In recognition of his outstanding contribution and leadership, your Directors, on the recommendation of the Remuneration Committee, have reappointed Mr. M. K. Fondekar as the Whole time Director designated as Executive Director of the Company for a further term of 1 year with effect from 1st July, 2013, on revised terms. His reappointment and terms thereof are subject to approval of the members of the Company at the ensuing Annual General Meeting.

DIRECTORS RESPONSIBILITY statement

Pursuant to Section 217(2AA) of the Companies Act, 1956 the Directors, based on the representations received from the Operating Management, confirm that:

(i) In the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;

(ii) In consultation with the Statutory Auditors, appropriate accounting policies have been followed and applied consistently and judgments 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 March 31, 2013 and of the profit for year ended on that date;

(iii) To the best of their knowledge and ability, proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the applicable provisions of the Companies Act,1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities, if any;

(iv) The annual accounts have been prepared on a going concern basis.

INFORMATION PURSUANT TO SECTION 217 OF THE COMPANIES ACT, 1956.

The information required under section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended by the Companies (Particulars of Employees) Amended Rules, 2011 is not furnished as there is an no employee drawing remuneration exceeding the prescribed limits.

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

The particulars as required to be disclosed pursuant to Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are given in Annexure - I and form a part of this Report.

CORPORATE GOVERNANCE

In terms of the Listing Agreement, Management Discussion and Analysis Report is annexed and forms part of the Annual Report. A report on Corporate Governance along with the Auditors'' Certificate on its compliance is also annexed forming part of the Annual Report.

STATUTORY AUDITORS

The members are requested to appoint the Auditors for the current year and fix their remuneration. Messrs. Ford, Rhodes, Parks & Co., Chartered Accountants, Mumbai, the existing Auditors of the Company have furnished the Certificate of their eligibility for reappointment under Section 224 (1) of the Companies Act, 1956.

COST AUDITORS

Pursuant to the Companies (Cost Accounting Report) Rules, 2011 read with Section 233B of the Companies Act, 1956 the audit of the Cost Records of the Company have to be done by a Cost Auditor approved by the Central Government. In Compliance with the requirement your Directors have appointed Mr. K. R. Vaidyanathan as Cost Auditor for the financial 2013-14.

APPRECIATION

Your Directors place on record their appreciation of the continued support, cooperation and assistance from our shareholders, customers, suppliers, employees and employeesDunion and other business associates including various agencies of the Central and State Governments and Bankers. On Behalf of the Board of Directors

F. D. Neterwala

Mumbai, 3rd June, 2013. Chairman

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Mar 31, 2012

The Directors have pleasure in presenting herewith their Thirty-Ninth Annual Report with the Audited Accounts of the Company for the year ended March 31, 2012.

OPERATIONS AND FINANCIAL RESULTS

SUMMARY OF FINANCIAL RESULTS

The attached Balance Sheet as at 31 st March, 2012 and the Statement of Profit & Loss Account for the year ended 31st March, 2012 are in the new formats prescribed under the revised Sixth Schedule to the Companies Act, 1956 which has become effective from the financial year that commenced on 1st April, 2011. However, the following figures are collated and presented for ready reference and comparison:

Rs in lacs

Particulars 2011-12 2010-11

Gross Sales 6653.27 5655.06

Less: Excise Duty & Sales Tax 615.27 497.53

Net Sales 6038.00 5157.53

Add: Other income 207.51 132.32

Total income 6245.51 5289.85

Profit before Depreciation 1294.29 1249.10

Less: Depreciation 145.97 129.96

Profit Before Tax 1148.32 1119.14

Prior Year Adjustment (Note No. 28) - 44.25

Less: Provision for Income Tax 379.00 377.50

Add: Income Tax adjustment for previous years 9.75 3.96

Add: Deferred Tax adjustment for the previous year 12.25 4.78

Profit After Tax 791.32 794.63

Balance brought forward 2568.97 1938.42

Profit Available for Appropriation 3360.29 2733.05

Proposed Dividend on Equity Shares 69.13 55.30

Dividend Tax on the above 11.21 8.78

Transferred to General Reserve 100.00 100.00

Surplus Carried to Balance Sheet 3179.95 2568.97

DIVIDEND

Your Directors recommend a dividend of Rs. 3.50/- per Equity Share of nominal value of Rs. 10 each (i.e. 35%) for the year ended March 31, 2012. The total outgo towards dividend on Equity Shares together with dividend tax amounts to Rs. 80.34 Lacs.

OPERATIONS

Despite inflationary trend in the domestic market and sluggish recovery in overseas markets, the turnover for the year was higher by 17.7%, compared to the previous year.

PROSPECTS

The latter half of the year under review witnessed the revival of growth in the Decanter Segment, both in domestic and export segments. The revival augurs well for the Company's Decanter business. The business in the Iron Segment and Petro Segment pose challenges which the Company is trying to overcome with development of new , products and tie-ups.

NEW PROJECT

With the revival in the Decanter Segment, the work on execution of the Project at Dharwad has been expedited. The Project with expected capital outlay of Rs.44 Crs. is scheduled to be operational by the end of the financial year 2012-13.

QUALITY MANAGEMENT

The Company's commitment to high standards of quality continues against competitive price pressures. ENVIRONMENT, HEALTH AND SAFETY

The Company is committed to the highest level of safety, health and environment for all its stake holders - employees, customers, vendors, business associates and neighbourhood. Company's operations were certified for ISO 14001 and OHSAS 18001 in June 2011.

HUMAN RESOURCE MANAGEMENT

Focused H.R. initiatives are being taken for training and development. The relations between the employees and the management continue to remain cordial. It is in the spirt of this cordiality that a new wage settlement has been negotiated with the representative Union of the Workers.

DIRECTORS

Mr. M. P. Bharucha was appointed as a Director in the vacancy caused by the death of Mr. E. B. Desai. In terms of Section 262 of the Companies Act, 1956 Mr.Bharucha holds office of Director till the date of the ensuing Annual General Meeting. The Company has received Notice from a Member pursuant to the provisions of Section 257 of the Companies Act, 1956 proposing the appointment of Mr.Bharucha as a Director at the ensuing Annual General Meeting.

Mr. Farokh Banatwalla was appointed as an Additional Director on 29th May, 2012 by the Board of Directors of the Company. In terms of Section 260 of the Companies Act, 1956 Mr. Banatwalla holds the office of Director till the date of the ensuing Annual General Meeting. The Company has received Notice from a Member pursuant to the provisions of Section 257 of the Companies Act, 1956 proposing the appointment of Mr.Banatwalla as a Director at the ensuing Annual General Meeting.

In terms of the relevant provisions of the Companies Act, 1956 and Articles of Association of the Company, Mr. P. Subrahmanyam and Mr. H. R. Prasad retire by rotation and being eligible, offer themselves for reappointment.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956 the Directors, based on the representations received from the Operating Management, confirm that:

(i) In the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;

(ii) In consultation with the Statutory Auditors, appropriate accounting policies have been followed and applied consistently and judgments 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 March 31, 2012 and of the profit for year ended on that date;

(iii) To the best of their knowledge and ability, proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the applicable provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities, if any;

(iv) The annual accounts have been prepared on a going concern basis.

INFORMATION PURSUANT TO SECTION 217 OF THE COMPANIES ACT, 1956.

The information required under section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended by the Companies (Particulars of Employees) Amended Rules, 2011 is not furnished as there is an no employee drawing remuneration exceeding the prescribed limits.

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

The particulars as required to be disclosed pursuant to Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are given in Annexure -1 and form a part of this Report.

CORPORATE GOVERNANCE

In terms of the Listing Agreement, Management Discussion and Analysis Report is annexed and forms part of the Annual Report. A report on Corporate Governance along with the Auditors' Certificate on its compliance is also annexed forming part of the Annual Report.

AUDITORS

The members are requested to appoint the Auditors for the current year and fix their remuneration. Messrs. Ford, Rhodes, Parks & Co., Chartered Accountants, Mumbai, the existing Auditors of the Company have furnished the Certificate of their eligibility for reappointment under Section 224 (1) of the Companies Act, 1956.

COST AUDITORS

Pursuant to the Companies (Cost Accounting Records) Rules, 2011 read with Order dated 30th June, 2011 of the Government of India, Ministry of Corporate Affairs, Cost Audit Branch, New Delhi, the Company is required to get its cost accounting records, in respect of the financial year commencing from 1st April, 2011 audited by a Cost Auditor. In compliance with the requirement, your Directors have appointed Messrs.Kirit Mehta & Co. as Cost Auditors.

APPRECIATION

Your Directors place on record their appreciation of the continued support, cooperation and assistance from our shareholders, customers, suppliers, employees and employees' union and other business associates including various agencies of the Central and State Governments and Bankers.

On Behalf of the Board of Directors

F. D. Neterwala

Mumbai, 29th May, 2012 Chairman

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Mar 31, 2011

To the Members,

The Directors have pleasure in presenting herewith their thirty-eighth annual report with the audited accounts of the company for the year ended March 31, 2011.

OPERATIONS AND FINANCIAL RESULTS

SUMMARY OF FINANCIAL RESULTS

Figures in Rs. lacs Particulars 2010-11 2009-10

Gross Sales 5486.93 6813.61

Less: excise Duty & sales tax 497.53 512.41

Net Sales 4989.40 6301.20

Add: other income 292.33 227.22

Total income 5281.73 6528.42

Profit before Depreciation 1249.10 1338.22

Less: Depreciation 129.96 143.82

Profit Before Tax 1119.14 1194.40

prior Year Adjustment (Note No. 5) 44.25 Nil

Less: provision for income tax 377.50 414.00

Less: income tax adjustment for previous years (3.96) 3.65

Less: Deferred tax adjustment for the previous year (4.78) 1.08

Profit After Tax 794.63 775.67

Balance brought forward 1938.42 1420.52

Profit Available for Appropriation 2733.05 2196.19

proposed Dividend on equity shares 55.30 49.38

Dividend tax on the above 8.78 8.39

Transferred to General reserve 100.00 200.00

Surplus Carried to Balance Sheet 2568.97 1938.42

DIVIDEND

your Directors are pleased to recommend a dividend of Rs. 2.80/- per equity share of face value of Rs. 10 each (i.e. 28%) for the year ended March 31, 2011. the total outgo towards dividend on equity shares amounts to Rs. 64.08 lakhs including dividend tax.

OPERATIONS

Continued recessionary trend in the Company’s major market segment and significantly in the export segment have resulted in reduction in turnover by 21% as compared to the previous year. Despite this, the profit after tax for the year under review is Rs. 7.95 crs. as against Rs.7.76 crs, of the previous year due to adroit cost management on various fronts. By focused measures the material cost was brought down significantly without in any way compromising on the quality of the company’s products.

PROSPECTS

with visible signs of recovery in the company’s targeted export market and strategies drawn out for improved domestic products portfolio, the current year sales and profit are expected to be better then those of the year under report.

The requisite approvals from Karnataka industrial Development Board are expected to be in hand soon, and the construction work for the new manufacturing plant at Dharwad, Karnataka is planned to be started in the current year.

QUALITY MANAGEMENT

The company stands committed to maintain high standards of quality and service by involving its employees, vendors, contractors and by interaction with the customers.

BEST SUPPLIER AWARD

we are pleased to inform that as a recognition of the company’s overall performance, based on the rating of the suppliers of the Delivery, Quality and other parameters such as responsiveness and Flexibility, Alfa Laval, one of our major customer, selected our company as the Supplier for the year 2010’ from their indian supplier base catering to their Indian as well as global operations. the award was presented to the company on 8th March, 2011.

DISINVESTMENTS

considering all aspects of the current business environment, it was felt that it was in the best interest of the company to accept Manoir industries (France) offer to purchase our share of the equity of Manoir Petro India limited.

ENVIRONMENT, HEALTH AND SAFETY

The company is committed to the highest level of concern in providing safe and healthy environment for all its stake holders, employees, customers, vendors, business associates and neighbourhood.

HUMAN RESOURCE MANAGEMENT

Training and skill development are key H. R. initiatives. The relations between the employees and the management continue to remain cordial.

DIRECTORS

Mr.E.B. Desai passed away on 24th December, 2010. in condoling his death, the Board has placed on record its deep appreciation of his outstanding contribution and strong legal support. Mr. M. p. Bharucha, solicitor and head of legal firm of Bharucha and partners, was appointed as a Director on the Board, in the vacancy caused, in terms of the provisions of section 262 of the companies act, 1956.

In terms of the relevant provisions of the companies act, 1956 and Articles of Association of the company, Mr.D. M. Neterwala, Mr. F. D. Neterwala and Mr. K. M. Elavia retire by rotation and being eligible, offer themselves for reappointment.

Mr. M. K. Fondekar’s term of appointment as the Wholetime Director, designated as executive Director of the company, made with the approval of the Members at the annual General Meeting of the company held on 17th august, 2009 comes to an end on 30th June, 2011. in recognition of his outstanding contribution and leadership your Directors have reappointed Mr. M. K. Fondekar as the wholetime Director designated as executive Director of the company for a term of 2 years with effect from 1st July, 2011, on revised terms. his reappointment and terms thereof are subject to approval of the members of the company at the ensuing annual General Meeting.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to section 217(2aa) of the companies act, 1956 the Directors, based on the representations received from the operating Management, confirm that:

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;

(ii) in consultation with the statutory auditors, appropriate accounting policies have been followed and applied consistently and judgments 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 March 31, 2011 and of the profit for year ended on that date;

(iii) to the best of their knowledge and ability, proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the applicable provisions of the companies act,1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities, if any;

(iv) the annual accounts have been prepared on a going concern basis.

INFORMATION PURSUANT TO SECTION 217 OF THE COMPANIES ACT, 1956.

The information required under section 217 (1)(e) of the companies act, 1956 read with the companies (Disclosure of particulars in the report of the Board of Directors) rules, 1988 as amended by the companies (particulars of employees) amended rules, 2011 is not furnished as there is no employee drawing remuneration exceeding the prescribed limit.

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

The particulars as required to be disclosed pursuant to section 217 (1)(e) of the companies act, 1956 read with the companies (Disclosure of particulars in the report of Board of Directors), rules, 1988 are given in annexure – i and form a part of this report.

CORPORATE GOVERNANCE

In terms of the listing agreement, Management Discussion and analysis report is annexed and forms part of the annual report. a report on corporate Governance along with the auditors’ certificate on its compliance is also annexed forming part of the annual report.

AUDITORS

the Members are requested to appoint auditors for the current year and fix their remuneration. Messrs. Ford, rhodes, parks & co., chartered accountants, Mumbai, the existing auditors of the company have under section 224 (1) of the companies act, 1956 furnished certificate of their eligibility for reappointment.

APPRECIATION

your Directors place on record their appreciation of the continued support, cooperation and assistance from our customers, suppliers, shareholders, employees and employees’ union and other business associates including various agencies of the central and state Governments and Bankers.

On Behalf of the Board of Directors F. D. Neterwala Chairman

Mumbai, June 28, 2011

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Mar 31, 2010

The Directors have pleasure in presenting herewith their Thirty-Seventh Annual Report together with the audited accounts of the Company for the year ended March 31, 2010.

OPERATIONS AND FINANCIAL RESULTS

SUMMARY OF FINANCIAL RESULTS

Figures in Rs. Lacs

Particulars 2009-10 2008-09

Gross Sales 6813.61 6830.76

Less: Excise Duty & Sales Tax 512.41 556.09

Net Sales 6301.20 6274.67

Add: Other income 227.22 214.13

Total income 6528.42 6488.80

Profit before Depreciation 1338.22 1319.67

Less: Depreciation 143.82 125.06

Profit Before Tax 1194.40 1194.61

Add: Exceptional Item - Transfer of commercial rights - 283.82

Less: Provision for Income Tax 414.00 478.00

Less: Income Tax adjustment for prior years 3.65 1.21

Less: Fringe Benefit Tax - 4.50

Less: Deferred Tax adjustment for the year - Debit / (Credit) 1.08 5.14

Profit After Tax 775.67 989.58

Balance brought forward 1420.52 575.63

Profit Available for Appropriation 2196.19 1565.21

Dividend on Preference Shares - 3.64

Proposed Dividend on Equity Shares 49.38 34.56

Dividend Tax on the above 8.39 6.49

Transferred to General Reserve 200.00 100.00

Surplus Carried to Balance Sheet 1938.42 1420.52

DIVIDEND

Your Directors are pleased to recommend a dividend of Rs. 2.50/- per Equity share (i.e. 25 %) on Equity shares of Rs.10/- each for the year ended March 31, 2010. The total outgo towards dividend on equity shares amounts to Rs. 57.77 lakhs including dividend tax.

INVESTMENTS

During the year the Company made an investment in 3,00,000 equity shares (Previous year 6,66,700 equity shares ) of face value of Rs. 10/- each aggregating to Rs.30,00,000 ( Previous year Rs.66,67,000) in Manoir Petro India Ltd. under JV Agreement with Manoir Industries, France, to undertake marketing and manufacturing of reformer tubes and products defined in the JV Agreement.

PROSPECTS

Total orders on hand as of March 31, 2010 were to the tune of Rs. 11.31 Crores comprising of about Rs. 8.49 Crores for domestic market and about Rs. 2.82 Crores for export market. The trend indicates that barring unforeseen circumstances, the gross sales during the year 2010-11 is expected to be better than the year under report.

With the growth projections expected and based on our business strategies, the existing capabilities are being augmented and a brand new factory is being planned at Dharwad.

QUALITY MANAGEMENT

The Company is committed to supply products and services conforming to customer requirements by involving employees, vendors, sub-contractors and customers to achieve its vision of being a cost-efficient global supplier of quality products.

HUMAN RESOURCE MANAGEMENT

The management and the employees have continued to maintain harmonious and cordial relationship during the year. As part of the organizational development objective, the Company has implemented various HR initiatives to improve competency and versatility of human capital.

ENVIRONMENT, HEALTH AND SAFETY

The Company is committed to the highest level of concern for Environment, Health & Safety (EHS) of our employees, customers, business associates and neighboring occupants and to continual improvement of EHS performance by prevention of pollution, compliance with applicable rules and regulations, ensuring safe working conditions with active involvement of all concerned.

INFORMATION TECHNOLOGY

The Company continues to invest in IT infrastructure to facilitate accurate, reliable and on-line information for effective and efficient management of resources to achieve its above business objectives.

DIRECTORS

In terms of the relevant provisions of the Companies Act, 1956 and Articles of Association of the Company, Mr. E. B. Desai, Mr. H. R. Prasad and Mr. R. B. Mehta retire by rotation and being eligible, offer themselves for reappointment.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956 the Directors, based on the representations received from the Operating Management, confirm that:

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;

(ii) in consultation with the Statutory Auditors, appropriate accounting policies have been followed and applied consistently and judgments 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 March 31, 2010 and of the profit for the year ended on that date;

(iii) to the best of their knowledge and ability, proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the applicable provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities, if any;

(iv) the annual accounts have been prepared on a going concern basis.

INFORMATION PURSUANT TO SECTION 217 OF THE COMPANIES ACT, 1956.

The information required under section 217(1 )(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is given in Annexure-I and forms part of this Report.

In accordance with the provisions of Section 217(2A) read with the Companies (Particulars of employees) Rules, 1975, the names and other particulars of the employees are to be set out in the Directors Report, as an addendum thereto. However, as per the provisions of section 219(1)(b)(iv) of the Companies Act, 1956, the Report and accounts as therein set out, are being sent to all members of the Company excluding the aforesaid information about the employees. Any member, who is interested in obtaining such particulars about employees, may write to the Company Secretary at the Registered Office of the Company.

AUDITORS

The members are requested to appoint Auditors for the current year and fix their remuneration. Messrs. Ford, Rhodes, Parks & Co., Chartered Accountants, Mumbai, the existing Auditors of the Company have under Section 224 (1) of the Companies Act, 1956 furnished certificate of their eligibility for reappointment.

CORPORATE GOVERNANCE

In terms of the Listing Agreement, Management Discussion and Analysis Report is annexed and forms part of the Annual Report. A report on Corporate Governance along with the Auditors Certificate on its compliance is also annexed forming part of the Annual Report.

APPRECIATION

Your Directors would like to place on record their appreciation of the consistent support, cooperation and assistance from our customers, suppliers, shareholders, employees and other business associates including various agencies of the Central and State Governments and Bankers for their continued understanding, assistance and support.

On Behalf of the Board of Directors F. D. Neterwala

Mumbai, May 28, 2010 Chairman