Directors Report of Veljan Denison Ltd.

Mar 31, 2025

Your Directors take pleasure in presenting the 51^s* Annual Report on the affairs of the Company along with the
Audited Financial Statements (both Standalone & Consolidated) for year ended March 31,2025.

1. FINANCIAL RESULTS:

(Figures in Rs Lakhs)

Particulars	Standalone		Consolidated
	Year ended 31-03-2025	Year ended 31-03-2024	Year ended 31-03-2025	Year ended 31-03-2024
Income :
Revenue from Operations	14158.01	12425.46	15569.95	13769.28
Other Income	277.56	271.73	288.81	282.27
Total Revenue	14435.58	12697.19	15858.76	14051.55
Expenditure:
Cost ofMaterials Consumed	5766.65	5009.33	5993.97	5,210.01
Changes in inventories ofFinished goods, Work-in-Progress and Stock-in-Trade	(599.06)	(573.31)	(599.06)	(573.31)
Employee Benefit Expenses	1335.94	1219.71	1863.84	1,702.75
Finance Costs	43.85	101.53	63.82	102.78
Depreciation & Amortization Expenses	503.31	475.45	603.93	559.13
Other Expenses	4310.78	3733.52	4627.49	4092.58
Total Expenses	11361.47	9966.22	12553.99	11093.94
Profit before Tax	3074.10	2730.97	3304.76	2957.61
Tax Expenses
(1) i.CurrentTax	737.69	657.66	812.71	702.99
ii. Previous Period	6.96	16.17	6.96	16.17
(2) Deferred Tax	81.94	20.61	113.16	31.01
Profit for the year (1)	2247.51	2036.53	2371.93	2207.44
Earning per Equity Share of the face value of Rs. 10/- each Basic and Diluted (in Rs.)	49.94	45.26	52.71	49.05
Total Comprehensive Income/loss (2)	43.63	-	43.63	-
Total (1 2)	2291.14	2036.53	2415.56	2207.44
Balance of profit /loss for earlier years	877.50	436.18	900.11	580.38
Less: Transfer to Bonus Shares Reserve	225.00	-	225.00	-
Less: Transfer to Reserves	1798.26	1302.71	1798.26	1595.21
Less: Dividend paid on Equity Shares	382.50	292.50	382.50	292.50
Less: Dividend paid on Preference Shares	-	-	-	-
Less: Dividend Distribution Tax	-	-	-	-
Balance carried forward	762.88	877.50	909.91	900.11

2. COMPANY’S PERFORMANCE:

During the year under review the sales were higher at Rs. 14158.01 Lakhs as against Rs. 12425.46 Lakhs in the
previous year. The Profit before tax stood at Rs. 3074.10 Lakhs as against Rs. 2730.97 Lakhs for the previous
year. The Net Profit stood at Rs. 2247.51 Lakhs as against Rs. 2036.53 Lakhs for the previous year.

During the year under review, the Company registered consolidated sales of Rs. 15569.95 Lakhs as against Rs.
13769.28 Lakhs in the previous year and the consolidated net profit stood Rs. 2371.94 lakhs as against Rs.
2207.44 Lakhs forthe previous year.

3. FUTURE OUTLOOK:

The global hydraulic market was valued at USD 39.40 billion in 2025 and is anticipated to grow at a CAGR of
2.4% by 2030.The global hydraulic market is expected to reach USD 44.26 billion by 2030. The major factors for
the growth of the industry are the demand for material handling equipment, cutting-edge agricultural equipment
and growing adoption ofhydraulic equipment by various industries. The demand for hydraulic and pneumatic
cylinders is also increasing in number of manufacturing and other sectors, which is expected to propel the
cylinder market.

The long term outlook of the hydraulic industry continues to be promising and challenging. By increasing the
manufacturing base, your Company expects to better the revenues with improved margins in the coming years.

4. EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS:

There were no material changes/ commitments affecting the financial position or operations of the Company
between March 31,2025 and the date of Board’s Report.

5. MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT:

Management Discussions and Analysis Report, as required under Regulation 34 of SEBI (Listing Obligation
Disclosure Requirements) Regulations, 2015 is annexed and forms part of this report.

6. DIVIDEND:

Your Directors are pleased to recommend the payment of Dividend of Rs 8.50/-per equity share of Rs. 10/- each
on the paid-up capital of Rs. 4.50 Crores for the year ended March 31, 2025. The Dividend, if approved by the
shareholders of the Company in the ensuing Annual General Meeting will be paid out of the profits of the
Company to all Shareholders of the Company whose names appear on the Register of Members as on the
specified record date.

Note: Pursuant to FinanceAct 2020, dividend income will be taxable in the hands of shareholders w.e.f 01st
April, 2020 and the Company is required to deduct tax at source from dividend paid to shareholders at the
prescribed rates. The shareholders are requested to update their PAN with the Company/RTA or depositories.
Shareholders are requested to note that in case their PAN is not registered, the tax will be deducted at a higher
rate of 20%.

7. RESERVES:

The Company has transferred Rs. 1798.26 Lakhs to General Reserves ofthe Company.

8. DEPOSITS:

Your Company has not accepted any deposits from the public during the year under review and as such, no
amount on account of principal or interest on deposits from public was outstanding as on the date of the balance
sheet.

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

The information required under Section 134(3)(m) of the Companies Act, 2013 read with the Companies
(Account) Rules, 2014 with respect to conservation of energy, technology absorption and foreign exchange
earnings/ outgo is annexed to this Report.

10. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS AND COMMITTEES:

The Board of Directors met 5 times during the financial year ended March 31, 2025 in accordance with the
provisions of the Companies Act, 2013 and rules made thereunder. The Directors actively participated in the
meetings and contributed valuable inputs on the matters brought before the Board of Directors from time to time.

The Independent Directors held a separate meeting in compliance with the requirements of Schedule IV of the
Companies Act, 2013 and Regulation 25(3) of the Listing Regulations. For further details of the meetings of the
Board, please refer to the Corporate Governance Report, which forms part ofthis Annual Report.

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

None of the directors of the company is disqualified under the provisions of the Companies Act 2013 or under the
SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

As per the provisions of Section 152 of the Companies Act, 2013 read with Articles of Association of the
Company, Mrs. Uma Devi Uppaluri (DIN 00125850), Non-Executive and Non- Independent Director, retire by
rotation and being eligible offer, herself for re-appointment at this Annual General Meeting. The Board
recommends her re-appointment at the ensuing AGM.

KEY MANAGERIAL PERSONNEL:

As on the date this report, the following are the Key Managerial Personnel of the Company:

1. Mr. U. Sri Krishna Managing Director & CEO

2. Mr. G. SubbaRao Chief Financial Officer

3. Mrs. K Ramyanka Yadav Company Secretary and Compliance Officer

12. STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS:

All Independent Directors have given declarations that they meet the criteria of independence as laid down under
Section 149(6) ofthe companies Act, 2013 and Regulation 16 ofthe SEBI (LODR) Regulations, 2015.

13. ANNUAL EVALUATION BYTHE BOARD OF ITS OWN PERFORMANCE:

Pursuant to the provisions ofthe Companies Act, 2013 and SEBI (Listing Obligation Disclosure Requirements)
Regulations, 2015 the Board has carried out an annual performance evaluation of its own performance, the
directors individually as well as the evaluation ofthe working of its Audit and other Committees.

14. COMPANY’S POLICY ON DIRECTOR’S APPOINTMENT AND REMUNERATION:

The Board has on the recommendation of the Nomination & Remuneration Committee framed a policy for
selection and appointment of Directors, Senior Management and their remuneration including criteria for
determining qualifications, positive attributes, independence of a Director and other matters provided under sub
section (3) of section 178 relating to the remuneration for the Directors, Key Managerial Personnel, and other
employees.

15. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an Internal Control System, commensurate with the size, scale and complexity of its
operations. The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control
systems, accounting procedures and policies.

Internal Auditors:

The Board of Directors ofthe Company had appointed M/s. M.V. Narayana Reddy & Co., Chartered Accountants
as Internal Auditors of the Company for the Financial Year 2025-26 and to maintain its objectivity and
Independence, the Internal Auditor submitted their reports to the Chairman ofthe Audit Committee ofthe Board.

16. AUDITORS:

Members at 48^th Annual General Meeting had appointed M/s. Brahmayya & Co., Chartered Accountants,
Hyderabad (Firm Reg. No. 000513S) as the Statutory Auditors ofthe Company for aperiod of 5 years, to hold
office from the conclusion of 48^th Annual General Meeting (AGM) till the conclusion of 52°^d Annual General
Meeting to be held in the calendar year 2027.

During the year under review, the Statutory Auditors of the Company have not reported any fraud as required
under Section 143(12) ofthe Companies Act, 2013.

The Auditor’s Report for the financial year 2024-25 does not contain any qualification, reservation or adverse
remarks.

17. SECRETARIAL AUDITORS & THEIR REPORT:

In terms of section 204 ofthe Companies Act, 2013 read with the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, based upon the recommendations of the Audit Committee, the Board of
Directors had appointed M/s. Chakravarthy & Associates, Practicing Company Secretary (CPNo. 22563) as the
Secretarial Auditor of the Company, for conducting the Secretarial Audit for financial year ended
March 31,2025.

The Secretarial Audit was carried out by M/s, Chakravarthy & Associates, Practicing Company Secretary
(CP No. 22563) for the financial year ended March 31, 2025. The Report given by the Secretarial Auditor is
annexed and forms integral part of this Report.

The following are the observations/remarks reported by the Secretarial Auditor during the year under review:

• The listed entity failed to file the listing application within 20 days from the date of allotment of bonus shares,
as required.

• The listed entity failed to apply for trading approval within 7 working days from the receipt of listing approval
from the stock exchange.

• The listed entity did not Complete the bonus issue within 2 months form the Board meeting approval.

The Management acknowledged the above responded that these were event based non-compliances and
regarding the same the penalties imposed by the Stock exchange were paid in time and due care in such
matters will be exercised in future.

18. ANNUAL SECRETARIAL COMPLIANCE REPORT:

SEBI vide its Circular No. CIR/CFD/CMD1/27/2019 dated February 08,2019 read with Regulation 24(A) ofthe
Listing Regulations, directed listed entities to conduct Annual Secretarial compliance audit from a Practicing
Company Secretary of all applicable SEBI Regulations and circulars/guidelines issued thereunder. Further,
Secretarial Compliance Report dated May 28, 2025, was given by M/s, Chakravarthy & Associates, Practicing
Company Secretary (CP No. 22563) which was submitted to Stock Exchanges within 60 days of the end of the
financial year.

19. TRANSFER OF UNPAID/ UNCLAIMED AMOUNTS TO IEPF:

Pursuant to the provisions of Sections 124 and 125 of the Act read with the IEPF (Accounting, Audit, Transfer
and Refund) Rules, 2016, dividend / interest / refund of applications which remains unclaimed / unpaid for a
period of 7 years is required to be transferred to IEPF. Further, the IEPF Rules mandate the companies to transfer
all shares on which dividend remains unclaimed / unpaid for a period of 7 consecutive years to the demat account
of the IEPF Authority. Hence, the Company urges all the shareholders to encash/claim their respective dividend
during the prescribed period.

During the financial year 2024-25, the dividend for the year 2016-17 remaining unpaid and unclaimed for 7 years
was transferred by the Company to IEPF.

The Members / claimants whose shares or unclaimed dividends get transferred to IEPF may claim the shares or
apply for refund from the IEPF Authority by following the refund procedure as detailed on the website of IEPF
Authority at http://www.ienf.gov.in/IEPF/refund.html.

Details of the Nodal Officer: Mrs. Ramyanka Yadav K, Company Secretary & Compliance Officer is appointed
as Nodal Officer for the purpose oflEPF.

20. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Particulars of loans, guarantees and investments have been disclosed in the financial statements.

The Company had not given any loans, guarantees or made investments as per the provisions of Section 186 of
the Companies Act, 2013 during the financial year under review and also there are no outstanding amounts of
loans given, guarantees provided and / or investments made at the beginning of the year.

21. DETAILS OF SUBSIDIARY, ASSOCIATE AND JOINT VENTURE OFTHE COMPANY:

The Company has a wholly owned subsidiary M/s Adan holdings Limited, United Kingdom which is the holding
company of M/s Adan Limited.

The Company does not have any associate or joint venture during the year under review. Further no subsidiaries
have been ceased to be a subsidiaries during the period under review.

During the period under review, the Company has not infused any capital in subsidiary company.

The details and performance of the subsidiary are given in Form AOC -1 which is been annexed separately and
forms part of this report.

22. TRANSACTIONS WITH RELATED PARTIES:

All related party transactions done by the company during the financial year were at arm’s length and in the
ordinary course of business. All related party transactions were placed in the meetings of Audit committee and the
Board of directors for their necessary review and approval. Details of all such transactions as required under
section 188 ofthe Companies Act are annexed in Form AOC-2 forming part ofthe Board’s Report.

Disclosures pursuant to Accounting Standards on related party transaction have been made in the notes to the
Financial Statements.

The Company has formulated a policy on materiality of Related Party Transactions and dealing with Related
Party Transactions which can be accessed at the Company’s website http://veljan.in/investors.html.

23. CORPORATE SOCIAL RESPONSIBILITY:

As part of its initiatives under “Corporate Social Responsibility (CSR)”, the Company has made contributions to
various activities as approved by the Committee and is in accordance with Schedule VII of the Companies Act,
2013 read with the relevant rules.

The contents of the CSR activities undertaken by the Company have been annexed separately and forms part of
this report.

24. EXTRACT OFANNUAL RETURN:

As required by Section 92(3) of the Act read with Rule 12(1) of the Companies (Management and
Administration) Rules, 2014, extract of the Annual Return in Form MGT-9 is available on the Company’s
website at https://www.veljan.in/other-documents and forms part of this report.

25. PARTICULARS OF EMPLOYEES:

There are no employees in the company in receipt of amounts covered in rule 5(2) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014. The disclosure pertaining to
remuneration and other details of top 10 employees of the Company are made available for inspection at the
Registered office of the Company with the Company Secretary and Compliance Officer during working hours
and any Member interested in obtaining such information may write to the Company Secretary and Compliance
Officer and the same shall be provided without any fee.

26. MANAGERIAL REMUNERATION:

Details of the ratio of the remuneration of each of the director to the median employee’s remuneration and other
details as required pursuant to Rule 5(1) of the Companies (Appointment and Remuneration of managerial
Personnel) Rules, 2014 has been annexed separately and forms part of this report.

27. CORPORATE GOVERNANCE CERTIFICATE:

The Compliance certificate from the Secretarial Auditors regarding compliance of conditions of Corporate
Governance as stipulated in SEBI (Listing Obligation Disclosure Requirements) Regulations, 2015 is provided
elsewhere and forms part of this report.

28. LISTING:

The Equity Shares of your Company are continued to be listed on BSE Limited. There are no payments
outstanding to the Stock Exchange and the company has paid the listing fee for the financial year 2025-26.

29. DIRECTORS’ RESPONSIBILITY STATEMENT:

In terms of Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and
ability, confirm that (based on the representations received from the Management):

i) In the preparation of Annual Accounts, the applicable Accounting Standards have been followed along with
proper explanations relating to material departures, if any;

ii) they have selected such accounting policies and applied them consistently and made judgments and estimates
that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at
31.03.2025 and of the Profit of the Company for that period;

iii) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance
with the provisions of this Act for safe guarding the assets of the Company and for preventing and detecting
fraud and other irregularities;

iv) they have prepared the Annual Accounts on a going concern basis;

v) they have laid down internal financial controls to be followed by the Company and such internal financial
controls are adequate and operating effectively;

vi) they have devised proper systems to ensure Compliance with the provisions of all applicable laws and that
such systems were adequate and operating effectively.

30. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has put in place a Prevention, Prohibition and Redressal of Sexual Harassment at Workplace in
accordance with the requirement of the ‘Sexual Harassment ofWomen at Workplace (Prevention, Prohibition
and Redressal) Act, 2013. All employees of the Company are covered under the aforementioned Policy.

During the year under review, the company has not received any complaints pertaining to sexual harassment

31. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BYTHE REGULATORS:

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going
concern status and Company’s operations in future.

32. VIGIL MECHANISM/WHISTLE BLOWER POLICY:

Your Company has an effective Vigil Mechanism system which is embedded in its Code of Conduct. The Code of
Conduct applies to all the employees, including Directors ofthe Company.

The Code of Conduct is available on the Company website to report any genuine concerns about unethical
behavior, any actual or suspected fraud or violation of Company’s Code of Conduct.

33. REPORT ON CORPORATE GOVERNANCE:

In accordance with the Regulation 16 of the SEBI (LODR) Regulations, 2015, the Company has complied with
all mandatory recommendations. A Report on corporate Governance is provided elsewhere and forms part of this
report.

34. INDUSTRIAL RELATIONS AND HUMAN RESOURCES:

Your company believes that its employees are one of the most valuable assets of the Company and the Board
appreciates the employees across the cadres for their dedicated service to the company. The total
employee strength is over 288 as on March 31,2025.

35. SHARE CAPITAL:

There is a change in the Authorized Share Capital by Increase to 6 crores from Rs. 3 Crores and Paid up Share
Capital increased to Rs.4.50 crores from Rs.2.25 Crores of the Company during the year under review in lieu of
the Bonus issue dated 06.05.2024

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

36. INSURANCE:

All properties and insurable interests of the Company including building, plant and machinery and stocks have
been fully insured.

37. CHANGE IN THE NATURE OF BUSINESS:

There was no change inthenature ofbusiness ofthe Company.

38. DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL WHO WERE APPOINTED OR
HAVE RESIGNED DURING THE YEAR:

Appointments:

1. Mr. Manish Mohan Motwani was appointed as an Independent Director of the Company w.e.f. 08.02.2024
and was regularized in the Extra-Ordinary General Meeting held on 06.05.2024.

2. Mr. V.G. Srinivas was appointed as a Non-Executive Director of the Company w.e.f. 30.03.2024 and was
regularized in the Extra-Ordinary General Meeting held on 06.05.2024.

3. Mrs. K Ramyanka Yadav (A45483) was appointed as Company Secretary & Compliance Officer w.e.f
13.02.2025.

Cessation:

1. Mr. V C Janaradan Rao, Chairman & Managing Director and Mr. B S Srinivasan, Independent Director had
resigned from their respective positions on the Board and Committees as well w.e.f 30.09.2024 and
29.09.2024 respectively due to the completion oftheir respective terms tenure.

2. Mr. Narahari Bellamkonda (A16987) has resigned as Company Secretary & Compliance Officer w.e.f
23.12.2024.

39. RISK MANAGEMENT:

The Board of Directors has formed a risk management policy to identify, evaluate, mitigate and monitor the risk
associated with the business carried by the company. The Board reviews the risk management plan and ensures its
effectiveness. Amechanism has been put in place which will be reviewed on regular intervals.

40. COMMITTEES OF THE BOARD:

The Board has Audit Committee, Nomination and Remuneration Committee, Stakeholders’ Relationship
Committee and Corporate Social Responsibility Committee. The composition and other details of these
committees have been given in the Report on the Corporate Governance forming part of the Annual Report.

41. COST AUDIT:

Pursuant to provisions of section 148 of the Companies Act, 2013 read with Companies (Cost Records and Audit)
Rules, 2014 cost audit is applicable for the financial year 2023-24 for the Company and the Board has appointed
M/s SRK & Co, Cost Auditors, Hyderabad as Cost Auditor of the Company for the Financial Year 2025-26.

42. COMPLIANCE OF SECRETARIAL STANDARDS:

The Company has duly complied with the applicable Secretarial Standards issued by The Institute of Company
Secretaries of India, for the Board and General Meetings.

43. CORPORATE POLICIES OFTHE COMPANY:

The policies are reviewed periodically by the Board and updated as needed. The SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, as amended, mandate the formulation of certain policies for all
listed companies. The corporate governance policies like Familiarization Programme for Independent Directors,
Policy for Determination of Materiality of an Event or Information, Policy on Preservation of Documents and
Policy on Related Party Transactions etc. for are available on the Company''s website, at
http://velian.in/investors policv.html.

44. CODE OF CONDUCT FOR THE PREVENTION OF INSIDER TRADING:

Pursuant to the provisions of SEBI (Prohibition of Insider Trading) Regulations, 2015 as amended from time to
time, the Company has formulated a Code of Conduct for Prevention of Insider Trading (“Insider Trading Code”)
and a Code of Practices and Procedures for fair disclosure of Unpublished Price Sensitive Information (“UPSI”).

The Code of Practices and Procedures for fair disclosure of UPSI is available on the website of the Company at
http://velian.in/investors.html.

45. ACKNOWLEDGMENTS:

Your Directors acknowledge with a deep sense of gratitude the continued support extended by Investors,
Customers, Business Associates, Bankers and Vendors.

Your Directors take this opportunity to thank the regulatory Authorities and Governmental Authorities for
continued support and assistance.

Your Directors also place on record their appreciation for the contribution of all the employees of the Company in
achieving the performance.

By order of the Board

FOR VELJAN DENISON LIMITED

Place: Hyderabad V G Srinivas Sri Krishna Uppaluri

Date: 02.08.2025 Director Managing Director & CEO

(DIN 00181826) (DIN 08880274)

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Mar 31, 2024

Your Directors take pleasure in presenting the 50th Annual Report on the affairs of the Company along with the AuditedAccounts for the year ended March 31,2024.

1. FINANCIAL RESULTS: (Figures in Rs Lakhs)
Particulars	Standalone		Consolidated
	Year ended 31-03-2024	Year ended 31-03-2023	Year ended 31-03-2024	Year ended 31-03-2023
Income :
Revenue from Operations	12425.46	11064.40	13769.28	12057.74
Other Income	271.73	203.67	282.27	206.56
Total Revenue	12697.19	11268.07	14051.55	12264.30
Expenditure:
Cost of Materials Consumed	5086.52	4412.16	5287.20	4662.97
Changes in inventories of Finished goods, Work-inProgress and Stock-in-Trade	(573.31)	(281.91)	(573.31)	(281.91)
Employee Benefit Expenses	1072.96	1003.49	1556.00	1284.30
Finance Costs	101.53	77.73	102.78	78.36
Depreciation & Amortization Expenses	475.45	485.15	559.13	539.02
Other Expenses	3803.07	3594.96	4162.14	3820.94
Total Expenses	9966.22	9291.58	11093.94	10103.68
Profit before Tax	2730.97	1976.49	2957.61	2160.62
Tax Expenses
(1) i. Current Tax	657.66	508.46	702.99	520.37
ii. Previous Period	16.17	-	16.17	-
(2) Deferred Tax	20.61	9.86	31.01	37.88
Profit for the year	2036.53	1458.17	2207.44	1602.37
Earning per Equity Share of the face value of Rs. 10 each Basic and Diluted (in Rs.)	90.51	64.81	98.11	71.22

2. COMPANY’S PERFORMANCE:

During the year under review the sales were higher at Rs. 12425.46 Lacs as against Rs. 11064.40 Lacs in the previous year. The Profit before tax stood at Rs. 2730.97 Lacs as against Rs. 1976.49 Lacs for the previous year. The Net Profit stood at Rs. 2036.53 Lacs as against Rs. 1458.17 Lacs for the previous year.

During the year under review, the Company registered a consolidated sales of Rs. 13769.28 Lakhs as against Rs.12073.26 Lacs in the previous year and the consolidated net profit stood Rs. 2207.44 lakhs as against Rs.1602.38 Lacs for the previous year.

3. FUTUREOUTLOOK:

The global hydraulic market was valued at USD 46.06 billion in 2024 and is anticipated to grow at a CAGR of 3.5% from 2024 to 2034. The global hydraulic market is expected to reachUSD 64.71 billion by 2034. The major factors for the growth of the industry are the demand for material handling equipment, cutting-edge agricultural equipment and growing adoption of hydraulic equipment by various industries. The demand for hydraulic and pneumatic cylinders is also increasing in number of manufacturing and other sectors, which is expected to propel the cylinder market.

The long term outlook of the hydraulic industry continues to be promising and challenging. By increasing the manufacturing base, your Company expects to better the revenues with improved margins in the coming years.

4. EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS:

There were no material changes/ commitments affecting the financial position or operations of the Company between March 31,2024 and the date of Board’s Report.

5. MANAGEMENT DISCUSSIONSAND ANALYSIS REPORT:

Management Discussions and Analysis Report, as required under Regulation 34 of SEBI (Listing Obligation Disclosure Requirements) Regulations, 2015 is annexed and forms part of this report.

6. DIVIDEND:

Your Directors are pleased to recommend the payment of Dividend of Rs 17/- per equity share of Rs. 10/- each on the paid-up capital of Rs. 2.25 Crores (or Rs. 8.50/- per equity share of Rs. 10/- each on the paid-up capital of Rs.4.50 Crores after the issue of bonus shares) for the year ended March 31,2024. The Dividend if approved by the shareholders of the Company in the ensuing Annual General Meeting will be paid out of the profits of the Company to all Shareholders of the Company whose names appear on the Register of Members as on the date of the Book Closure.

Pursuant to Finance Act 2020, dividend income will be taxable in the hands of shareholders w.e.f. 01st April, 2020 and the Company is required to deduct tax at source from dividend paid to shareholders at the prescribed rates. The shareholders are requested to update their PAN with the Company/ RTA or depositories. Shareholders are requested to note that in case their PAN is not registered, the tax will be deducted at a higher rate of 20%.

7. RESERVES:

The Company has transferred Rs. 13.03 Crores to General Reserves of the Company.

8. DEPOSITS:

Your Company has not accepted any deposits from the public during the year under review and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

9. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGSAND OUTGO:

The information required under Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Account) Rules, 2014 with respect to conservation of energy, technology absorption and foreign exchange earnings/ outgo is annexed to this Report.

10. NUMBER OF MEETINGS OFTHE BOARD OFDIRECTORSAND COMMITTEES:

The Board of Directors met 5 times during the financial year ended March 31, 2024 in accordance with the provisions of the Companies Act, 2013 and rules made thereunder. The Directors actively participated in the meetings and contributed valuable inputs on the matters brought before the Board of Directors from time to time.

The Independent Directors held a separate meeting in compliance with the requirements of Schedule IV of the Companies Act, 2013 and Regulation 25(3) of the Listing Regulations. For further details of the meetings of the Board, please refer to the Corporate Governance Report, which forms part ofthisAnnual Report.

11. DIRECTORSAND KEYMANAGERIALPERSONNEL:

None of the directors of the company is disqualified under the provisions of the Companies Act 2013 or under the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

As per the provisions of Section 152 of the Companies Act, 2013 read with Articles of Association of the Company, Mr. V.C. Janardan Rao (DIN: 00181609) retires by rotation at this Annual General Meeting. As per the internal retirement policy adopted by the Board of Directors, the Board do not recommend his re-appointment at the ensuing AGM.

Mr. V.C. Janardan Rao is the company''s founder, and his contributions to building the company to its present position are unparalleled and the experience he brings is invaluable. Consequently, the board designated him as Chairman Emeritus of the Company for a period of 3 years w.e.f. 06.09.2024. He will have the freedom to attend all Board Meetings and CSR Committee meetings and will mentor the management team in his role as Chairman Emeritus.

KEY MANAGERIAL PERSONNEL:

As on the date this report, the following are the Key Managerial Personnel of the Company:

1. Mr.V.C. Janardan Rao Chairman & Managing Director

2. Mr. U. Sri Krishna Executive Director & CEO

3. Mr.G. SubbaRao Chief Financial Officer

4. Mr. B.Narahari Company Secretary and compliance officer

12. STATEMENT ON DECLARATION GIVEN BYINDEPENDENT DIRECTORS:

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) ofthe companiesAct, 2013 andRegulation 16 ofthe SEBI (LODR) Regulations, 2015.

13. ANNUALEVALUATION BYTHE BOARD OF ITS OWN PERFORMANCE:

Pursuant to the provisions ofthe CompaniesAct, 2013 and SEBI (Listing Obligation Disclosure Requirements) Regulations, 2015 the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit and other Committees.

14. COMPANY’S POLICY ON DIRECTOR’SAPPOINTMENTAND REMUNERATION:

The Board has on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub section (3) of section 178 relating to the remuneration for the Directors, Key Managerial Personnel, and other employees.

15. INTERNAL FINANCIAL CONTROL SYSTEMSAND THEIRADEQUACY:

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The Internal audit Department monitors and evaluates the efficacy and adequacy of internal control systems, accounting procedures and policies.

InternalAuditors:

The Board of Directors of the Company had appointed M/s. M.V. Narayana Reddy & Co., Chartered Accountants as Internal Auditors of the Company for the Financial Year 2023-24 and to maintain its objectivity and independence, the InternalAuditor submitted their reports to the Chairman oftheAudit Committee ofthe Board.

16. AUDITORS:

Members at 48th Annual General Meeting had appointed M/s. Brahmayya & Co., Chartered Accountants, Hyderabad (Firm Reg. No. 000513S) as the Statutory Auditors ofthe Company for a period of 5 years, to hold office from the conclusion of 48th Annual General Meeting (AGM) till the conclusion of 52nd Annual General Meeting to be held in the calendar year 2027.

During the year under review, the Statutory Auditors of the Company have not reported any fraud as required under Section 143(12) ofthe CompaniesAct, 2013.

The Auditor’s Report for the financial year 2023-24 does not contain any qualification, reservation or adverse remarks.

17. SECRETARIALAUDITORS & THEIR REPORT:

The Board had appointed M/s BS & Company, Company Secretaries LLP, Hyderabad to carry out Secretarial Audit under the provisions of Section 204 ofthe Companies Act, 2013 for the financial year 2023-24. The report ofthe SecretarialAuditor is annexed to this report.

Their report for the Financial Year 2023-24 does not contain any adverse remark/comment. However the Auditors have made factual disclosures in their report forming part of the Audit Report. Their disclosure and Company''s reply is stated as under:

- During the period under review, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines and Standards except for filing of one form with Registrar of Companies

The Company has been regular in filing the returns on time and the Company has taken necessary steps to ensure the compliance at the earliest.

18. TRANSFER OF UNPAID/ UNCLAIMED AMOUNTS TO IEPF:

Pursuant to the provisions of Sections 124 and 125 oftheAct read with the IEPF (Accounting,Audit, Transfer and Refund) Rules, 2016, dividend / interest / refund of applications which remains unclaimed / unpaid for a period of 7 years is required to be transferred to IEPF. Further, the IEPF Rules mandate the companies to transfer all shares on which dividend remains unclaimed / unpaid for a period of 7 consecutive years to the demat account of the IEPF Authority. Hence, the Company urges all the shareholders to encash/claim their respective dividend during the prescribed period.

During the financial year 2023-24, the dividend for the year 2015-16 remaining unpaid and unclaimed for 7 years was transferred by the Company to IEPF.

The Members / claimants whose shares or unclaimed dividends get transferred to IEPF may claim the shares or apply for refund from the IEPF Authority by following the refund procedure as detailed on the website of IEPF Authority at http://www.iepf.gov.in/IEPF/refund.html.

19. PARTICULARS OFLOANS, GUARANTEESAND INVESTMENTS

Particulars of loans, guarantees and investments have been disclosed in the financial statements.

The Company had not given any loans, guarantees or made investments as per the provisions of Section 186 of the Companies Act, 2013 during the financial year under review and also there are no outstanding amounts of loans given, guarantees provided and / or investments made at the beginning of the year.

20. DETAILS OF SUBSIDIARY,ASSOCIATEAND JOINT VENTURE OFTHE COMPANY:

The Company has a wholly owned subsidiary M/s Adan holdings Limited, United Kingdom which is the holding company of M/s Adan Limited.

The Company does not have any associate or joint venture during the year under review.

The details of the subsidiary are given in Form AOC -1 which is been annexed separately and forms part of this report

21. TRANSACTIONS WITH RELATED PARTIES:

All related party transactions done by the company during the financial year were at arm’s length and in the ordinary course of business. All related party transactions were placed in the meetings of Audit committee and the Board of directors for their necessary review and approval. Details of all such transactions as required under section 188 ofthe Companies Act are annexed in Form AOC-2 forming part of the Board’s Report.

Disclosures pursuant to Accounting Standards on related party transaction have been made in the notes to the Financial Statements.

The Company has formulated a policy on materiality of Related Party Transactions and dealing with Related Party Transactions which can be accessed at the Companys’ website http://veljan.in/investors.html.

22. CORPORATE SOCIALRESPONSIBILITY:

As part of its initiatives under “Corporate Social Responsibility (CSR)”, the Company has made contributions to various activities as approved by the Committee and is in accordance with Schedule VII of the Companies Act, 2013 read with the relevant rules.

The contents of the CSR activities undertaken by the Company have been annexed separately and forms part of this report.

23. EXTRACT OFANNUALRETURN:

As required by Section 92(3) of the Act read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, extract of the Annual Return in Form MGT-9 is available on the Company’s website athttp://veljan.in/investors.htmlandformspartofthis report.

24. PARTICULARS OFEMPLOYEES:

There are no employees in the company in receipt of amounts covered in rule 5(2) of the Companies

(Appointment and Remuneration of Managerial Personnel) Rules, 2014. The disclosure pertaining to remuneration and other details of top 10 employees of the Company are made available for inspection at the Registered office of the Company with the Company Secretary during working hours and any Member interested in obtaining such information may write to the Company Secretary and the same shall be provided without any fee.

25. MANAGERIAL REMUNERATION:

Details of the ratio of the remuneration of each of the director to the median employee’s remuneration and other details as required pursuant to Rule 5(1) of the Companies (Appointment and Remuneration of managerial Personnel) Rules, 2014 has been annexed separately and forms part of this report.

26. CORPORATE GOVERNANCE CERTIFICATE:

The Compliance certificate from the Secretarial Auditors regarding compliance of conditions of Corporate Governance as stipulated in SEBI (Listing Obligation Disclosure Requirements) Regulations, 2015 is provided elsewhere and forms part ofthis report.

27. LISTING:

The Equity Shares of your Company are continued to be listed on BSE Limited. There are no payments outstanding to the Stock Exchange and the company has paid the listing fee for the financial year 2024-25.

28. DIRECTORS’ RESPONSIBILITY STATEMENT:

In terms of Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best oftheir knowledge and ability, confirm that (based on the representations received from the Management):

i) In the preparation of Annual Accounts, the applicable Accounting Standards have been followed along with proper explanations relating to material departures, if any;

ii) they have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31.03.2024 and of the Profit of the Company for that period;

iii) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safe guarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) they have prepared the AnnualAccounts on a going concern basis;

v) they have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;

vi) they have devised proper systems to ensure Compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

29. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITIONAND REDRESSAL)ACT, 2013:

The Company has put in place a Prevention, Prohibition and Redressal of Sexual Harassment at Workplace in accordance with the requirement of the ‘Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)Act, 2013. All employees ofthe Company are covered under the aforementioned Policy.

During the year under review, the company has not received any complaints pertaining to sexual harassment

30. DETAILS OF SIGNIFICANTAND MATERIAL ORDERS PASSED BYTHE REGULATORS:

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company’s operations in future.

31. VIGIL MECHANISM/WHISTLE BLOWER POLICY:

Your Company has an effective Vigil Mechanism system which is embedded in its Code of Conduct. The Code of Conduct applies to all the employees, including Directors ofthe Company.

The Code of Conduct is available on the Company website to report any genuine concerns about unethical behavior, any actual or suspected fraud or violation of Company’s Code of Conduct.

32. REPORT ON CORPORATE GOVERNANCE:

In accordance with the Regulation 16 of the SEBI (LODR) Regulations, 2015, the Company has complied with all mandatory recommendations. A Report on corporate Governance is provided elsewhere and forms part of this report.

33. INDUSTRIALRELATIONSAND HUMAN RESOURCES:

Your company believes that its employees are one of the most valuable assets of the Company and the Board appreciates the employees across the cadres for their dedicated service to the company and expects their continuous support and higher level of productivity for achieving the targets set for the company. The total employee strength is over 289 as on March 31,2024.

34. SHARE CAPITAL:

There was no change in the Authorized Share Capital (Rs. 3 Crores) and Paid up Share Capital (Rs. 2.25 Crores) ofthe Company during the year under review.

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

35. INSURANCE:

All properties and insurable interests of the Company including building, plant and machinery and stocks have been fully insured.

36. CHANGE INTHE NATURE OFBUSINESS:

There was no change in the nature ofbusiness ofthe Company.

37. DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL WHO WERE APPOINTED OR HAVE RESIGNED DURINGTHEYEAR:

Appointments:

1. Mr. Manish Mohan Motwani was appointed as an Independent Director ofthe Company w.e.f. 08.02.2024.

2. Mr. V.G. SrinivaswasappointedasaNon-ExecutiveDirectoroftheCompanyw.e.f. 30.03.2024.

Cessation: NIL.

38. RISKMANAGEMENT:

The Board of Directors has formed a risk management policy to identify, evaluate, mitigate and monitor the risk associated with the business carried by the company. The Board reviews the risk management plan and ensures its effectiveness. Amechanism has been put in place which will be reviewed on regular intervals.

39. COMMITTEES OFTHE BOARD:

The Board has Audit Committee, Nomination and Remuneration Committee, Stakeholders’ Relationship Committee and Corporate Social Responsibility Committee. The composition and other details of these committees have been given in the Report on the Corporate Governance forming part of theAnnual Report.

40. COSTAUDIT:

Pursuant to provisions of section 148 ofthe CompaniesAct, 2013 read with Companies (Cost Records andAudit) Rules, 2014 cost audit is applicable for the financial year 2023-24 for the Company and the Board has appointed M/s SRK & Co, CostAuditors, Hyderabad as CostAuditor ofthe Company forthe FY2023-24.

41. COMPLIANCE OF SECRETARIAL STANDARDS:

The Company has duly complied with the applicable Secretarial Standards issued by The Institute of Company Secretaries of India, for the Board and General Meetings.

42. CORPORATE POLICIES OFTHE COMPANY:

The policies are reviewed periodically by the Board and updated as needed.The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, mandate the formulation of certain policies for all listed companies. The corporate governance policies like Familiarization Programme for Independent Directors, Policy for Determination of Materiality of an Event or Information, Policy on Preservation of Documents and Policy on Related Party Transactions etc for are available on the Company''s website, at http://veljan.in/investors_policy.html.

43. ACKNOWLEDGMENTS:

Your Directors acknowledge with a deep sense of gratitude the continued support extended by Investors, Customers, BusinessAssociates, Bankers and Vendors.

Your Directors take this opportunity to thank the regulatory Authorities and Governmental Authorities for continued support and assistance.

Your Directors also place on record their appreciation for the contribution of all the employees ofthe Company in achieving the performance.

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Mar 31, 2023

The Directors take pleasure in presenting the 49th Annual Report on the affairs of the Company along with the AuditedAccounts for the year ended March 31,2023.

1. FINANCIAL RESULTS:		(Figures in Rs Lakhs)
Particulars	Standalone		Consolidated*
	Year ended 31-03-2023	Year ended 31-03-2022	Year ended 31-03-2023
Income :
Revenue from Operations	11064.40	9785.33	12057.74
Other Income	203.67	246.64	206.56
Total Revenue	11268.07	10031.97	12264.30
Expenditure:
Cost of Materials Consumed	4412.16	3619.74	4,662.97
Changes in inventories of Finished goods, Work-in-	(281.91)	(249.27)	(281.91)
Progress and Stock-in-Trade
Employee Benefit Expenses	1003.49	827.48	1284.30
Finance Costs	77.73	23.05	78.36
Depreciation & Amortization Expenses	485.15	469.95	539.02
Other Expenses	3594.97	3,020.10	3820.94
Total Expenses	9291.58	7,711.06	10103.67
Profit before Tax	1976.49	2,320.91	2160.63
Tax Expenses
(1) i. Current Tax	508.45	571.47	520.37
ii. Previous Period	-	28.58	-
(2) Deferred Tax	9.86	33.16	37.88
Profit for the year	1458.17	1,687.70	1602.38
Earning per Equity Share of the face value of Rs. 10 each
Basic and Diluted (in Rs.)	64.81	75.01	71.22

* Previous year figures for consolidated results are not available as FY 2022-23 is the first year of consolidation.

2. COMPANY’S PERFORMANCE:

Standalone: During the year under review the sales were higher at Rs. 11064.40 Lacs as against Rs. 9785.33 Lacs in the previous year. The Profit before tax stood at Rs. 1976.49 Lacs as against Rs. 2320.91 Lacs for the previous year. The Net Profit stood at Rs. 1458.17 Lacs as against Rs. 1687.70 Lacs for the previous year.

During the year under review, the Company registered a consolidated sales of Rs. 12057.74 Lakhs and the consolidated net profit stood Rs. 1602.38 lakhs.

3. FUTURE OUTLOOK:

The global hydraulic market was valued at USD 41.2 billion in 2022 and is anticipated to grow at a CAGR of 3.2% from 2022 to 2030. The global hydraulic market is expected to reach USD 54.7 billion by 2030. The major factors for the growth of the industry are the demand for material handling equipment, cutting-edge agricultural equipment and growing adoption of hydraulic equipment by various industries. The demand for hydraulic and pneumatic cylinders is also increasing in number of manufacturing and other sectors, which is expected to propel the cylinder market.

The long term outlook of the hydraulic industry continues to be promising and challenging. By increasing the manufacturing base, your Company expects to better the revenues with improved margins in the coming years.

4. EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS:

There were no material changes/ commitments affecting the financial position or operations of the Company between March 31,2023 and the date of Board’s Report.

5. MANAGEMENT DISCUSSIONSANDANALYSIS REPORT:

Management Discussions and Analysis Report, as required under Regulation 34 of SEBI (Listing Obligation Disclosure Requirements) Regulations, 2015 is annexed and forms part ofthis report.

6. DIVIDEND:

Your Directors are pleased to recommend the payment of Dividend of Rs 13/- per equity share ofRs. 10/- each (130%) for the year ended March 31,2023. The Dividend if approved by the shareholders of the Company in the ensuing Annual General Meeting will be paid out of the profits of the Company to all Shareholders of the Company whose names appear on the Register of Members as on the date of the Book Closure.

Pursuant to Finance Act 2020, dividend income will be taxable in the hands of shareholders w.e.f. 01st April, 2020 and the Company is required to deduct tax at source from dividend paid to shareholders at the prescribed rates. The shareholders are requested to update their PAN with the Company/ RTAor depositories. Shareholders are requested to note that in case their PAN is not registered, the tax will be deducted at a higher rate of 20%.

7. RESERVES:

The Company has transferred Rs. 14.34 Crores to General Reserves ofthe Company.

8. DEPOSITS:

Your Company has not accepted any deposits from the public during the year under review and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date ofthe balance sheet.

9. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGSAND OUTGO:

The information required under Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Account) Rules, 2014 with respect to conservation of energy, technology absorption and foreign exchange earnings/ outgo is annexed to this Report.

10. NUMBEROFMEETINGS OFTHE BOARD OFDIRECTORSAND COMMITTEES:

The Board of Directors met 5 times during the financial year ended March 31, 2023 in accordance with the provisions of the Companies Act, 2013 and rules made thereunder. The Directors actively participated in the meetings and contributed valuable inputs on the matters brought before the Board of Directors from time to time.

The Independent Directors held a separate meeting in compliance with the requirements of Schedule IV of the Companies Act, 2013 and Regulation 25(3) of the Listing Regulations. For further details of the meetings of the Board, please refer to the Corporate Governance Report, which forms part ofthisAnnual Report.

11. DIRECTORSAND KEYMANAGERIALPERSONNEL:

None of the directors of the company is disqualified under the provisions of the Companies Act 2013 or under the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

As per the provisions of Section 152 of the Companies Act, 2013 read with Articles of Association of the Company, Mrs. U. Uma Devi (DIN: 00125840), retire by rotation and being eligible offer, herself for re appointment at thisAnnual General Meeting. The Board recommends her re-appointment at the ensuingAGM.

KEY MANAGERIAL PERSONNEL:

As on the date this report, the following are the Key Managerial Personnel of the Company:

1.	Mr.V.C. JanardanRao	Chairman & Managing Director
2.	Mr. U. Sri Krishna	Executive Director & CEO
3.	Mr.G. SubbaRao	Chief Financial Officer
4.	Mr. B. Narahari	Company Secretary and compliance officer

12. STATEMENT ON DECLARATION GIVEN BYINDEPENDENT DIRECTORS:

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) ofthe companiesAct, 2013 and Regulation 16 of the SEBI (LODR) Regulations, 2015.

13. ANNUAL EVALUATION BYTHE BOARD OF ITS OWN PERFORMANCE:

Pursuant to the provisions ofthe Companies Act, 2013 and SEBI (Listing Obligation Disclosure Requirements) Regulations, 2015 the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation ofthe working of itsAudit and other Committees.

14. COMPANY’S POLICYONDIRECTOR’SAPPOINTMENTAND REMUNERATION:

The Board has on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub section (3) of section 178 relating to the remuneration for the Directors, Key Managerial Personnel, and other employees and the policy be accessed at the Companys’website http://veljan.in/investors.html

15. INTERNAL FINANCIAL CONTROL SYSTEMSAND THEIRADEQUACY:

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The Internal audit Department monitors and evaluates the efficacy and adequacy of internal control systems, accounting procedures and policies.

Internal Auditors:

The Board of Directors of the Company had appointed M/s. M.V Narayana Reddy & Co., Chartered Accountants as Internal Auditors of the Company for the Financial Year 2022-23 and to maintain its objectivity and independence, the Internal Auditor submitted their reports to the Chairman of the Audit Committee of the Board.

16. AUDITORS:

Members at 48th Annual General Meeting had appointed M/s. Brahmayya & Co., Chartered Accountants, Hyderabad (Firm Reg. No. 000513S) as the Statutory Auditors of the Company for a period of 5 years, to hold office from the conclusion of 48th Annual General Meeting (AGM) till the conclusion of 52nd Annual General Meeting to be held in the calendar year 2027.

During the year under review, the Statutory Auditors of the Company have not reported any fraud as required under Section 143(12) ofthe CompaniesAct, 2013.

The Auditor’s Report for the financial year 2022-23 does not contain any qualification, reservation or adverse remarks.

17. SECRETARIALAUDITORS & THEIR REPORT:

The Board had appointed M/s BS & Company, Company Secretaries LLP,, Hyderabad to carry out Secretarial Audit under the provisions of Section 204 ofthe Companies Act, 2013 for the financial year 2022-23. The report ofthe Secretarial Auditor is annexed to this report.

Their report for the Financial Year 2022-23 does not contain any adverse remark/comment. However the Auditors have made factual disclosures in their report forming part of the Audit Report. Their disclosure and Company’s reply is stated as under:

- the delayed filing the report under 23(9) of SEBI (LODR) Regulations 2015 and BSE levied a fine ofRs. 82,600/-:

The Company has been regular in filing the returns on time. However, for the half year ended 31st March 2022, there was a delay because ofthe amendment in the regulation changing the timeline from 30 days to 15 Days.

- The Company has not transferred the unclaimed dividend amount for the FY 2014-15 which was due during the year under review to IEPF:

The Company has taken necessary steps to transfer the same.

18. TRANSFER OF UNPAID/ UNCLAIMED AMOUNTS TO IEPF:

Pursuant to the provisions of Sections 124 and 125 of the Act read with the IEPF (Accounting, Audit, Transfer and Refund) Rules, 2016, dividend / interest / refund of applications which remains unclaimed / unpaid for a period of 7 years is required to be transferred to IEPF. Further, the IEPF Rules mandate the companies to transfer all shares on which dividend remains unclaimed / unpaid for a period of 7 consecutive years to the demat account of the IEPF Authority. Hence, the Company urges all the shareholders to encash/claim their respective dividend during the prescribed period.

During the financial year 2023-24, the dividend for the year 2015-16 remaining unpaid and unclaimed for 7 years and shares pertaining to which dividend remains unpaid / unclaimed for 7 consecutive years will be transferred by the Company to IEPF by 31st October 2023.

The Members / claimants whose shares or unclaimed dividends get transferred to IEPF may claim the shares or apply for refund from the IEPF Authority by following the refund procedure as detailed on the website of IEPF Authority at http://www.iepf.gov.in/IEPF/refund.html.

19. PARTICULARS OFLOANS, GUARANTEESAND INVESTMENTS

Particulars of loans, guarantees and investments have been disclosed in the financial statements.

The Company had not given any loans, guarantees or security as per the provisions of Section 186 of the Companies Act, 2013 during the financial year under review and also there are no outstanding amounts of loans given, guarantees provided or security given at the beginning of the year.

How ever, the Company has made an investment of Rs. 13.90 Crores for acquiring 100% shareholding in M/s Adan holdings Limited, United Kingdom.

20. DETAILS OF SUBSIDIARY, ASSOCIATE AND JOINT VENTURE OF THE COMPANY:

During the year under review, the Company has acquired 100% shareholding in M/s Adan holdings Limited, United Kingdom which is the holding company of M/s Adan Limited on 03.08.2022 and M/s Adan holdings Limited is now wholly owned subsidiary of the Company w.e.f. 03.08.2022.

The Company does not have any associate or joint venture during the year under review.

The details of the subsidiary are given in Form AOC -1 which is been annexed separately and forms part of this report. In terms of Section 136 of the Companies Act, 2013, separate audited accounts in respect of each of subsidiaries have been placed on the website ofthe Company.

21. TRANSACTIONSWITH RELATED PARTIES:

All related party transactions done by the company during the financial year were at arm’s length and in the ordinary course of business. All related party transactions were placed in the meetings of Audit committee and the Board of directors for their necessary review and approval. Details of all such transactions as required under section 188 ofthe CompaniesActare annexed in FormAOC-2 forming part ofthe Board’s Report.

Disclosures pursuant to Accounting Standards on related party transaction have been made in the notes to the Financial Statements.

The Company has formulated a policy on materiality of Related Party Transactions and dealing with Related Party Transactions which can be accessed at the Companys’website http://veljan.in/investors.html.

22. CORPORATE SOCIALRESPONSIBILITY:

As part of its initiatives under “Corporate Social Responsibility (CSR)”, the Company has made contributions to various activities as approved by the Committee and is in accordance with Schedule VII of the Companies Act, 2013 read with the relevant rules.

The contents of the CSR activities undertaken by the Company have been annexed separately and forms part of this report. The CSR policy of the Company can be accessed at the Company’s website http://veljan.in/investors.html.

23. EXTRACTOFANNUALRETURN:

As required by Section 92(3) of the Act read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, extract of the Annual Return in Form MGT-9 is available on the Company’s website at http://veljan.in/investors.html and forms part of this report.

24. PARTICULARSOFEMPLOYEES:

There are no employees in the company in receipt of amounts covered in rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The disclosure pertaining to remuneration and other details of top 10 employees of the Company are made available for inspection at the Registered office of the Company with the Company Secretary during working hours and any Member interested in obtaining such information may write to the Company Secretary and the same shall be provided without any fee.

25. MANAGERIAL REMUNERATION:

Details of the ratio of the remuneration of each of the director to the median employee’s remuneration and other details as required pursuant to Rule 5(1) of the Companies (Appointment and Remuneration of managerial Personnel) Rules, 2014 has been annexed separately and forms part of this report.

26. CORPORATE GOVERNANCE CERTIFICATE:

The Compliance certificate from the Secretarial Auditors regarding compliance of conditions of Corporate Governance as stipulated in SEBI (Listing Obligation Disclosure Requirements) Regulations, 2015 is provided elsewhere and forms part of this report.

27. LISTING:

The Equity Shares of your Company are continued to be listed on BSE Limited. There are no payments outstanding to the Stock Exchange and the company has paid the listing fee for the financial year 2023-24.

28. DIRECTORS’ RESPONSIBILITY STATEMENT:

In terms of Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that (based on the representations received from the Management):

i) In the preparation of Annual Accounts, the applicable Accounting Standards have been followed along with proper explanations relating to material departures, if any;

ii) they have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31.03.2023 and ofthe Profit ofthe Company for thatperiod;

iii) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safe guarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) they have prepared the Annual Accounts on a going concern basis;

v) they have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;

vi) they have devised proper systems to ensure Compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

29. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITIONAND REDRESSAL)ACT, 2013:

The Company has put in place a Prevention, Prohibition and Redressal of Sexual Harassment at Workplace in accordance with the requirement of the ‘Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. All employees of the Company are covered under the aforementioned Policy.

During the year under review, the company has not received any complaints pertaining to sexual harassment

30. DETAILS OF SIGNIFICANTAND MATERIAL ORDERS PASSED BYTHE REGULATORS:

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company’s operations in future.

31. VIGILMECHANISM/WHISTLEBLOWERPOLICY:

Your Company has an effective Vigil Mechanism system which is embedded in its Code of Conduct. The Code of Conduct applies to all the employees, including Directors ofthe Company.

The Code of Conduct is available on the Company website to report any genuine concerns about unethical behavior, any actual or suspected fraud or violation of Company’s Code of Conduct.

32. REPORTONCORPORATEGOVERNANCE:

In accordance with the Regulation 16 ofthe SEBI (LODR) Regulations, 2015, the Company has complied with all mandatory recommendations. A Report on corporate Governance is provided elsewhere and forms part of this report.

33. INDUSTRIALRELATIONSAND HUMAN RESOURCES:

Your company believes that its employees are one of the most valuable assets of the Company and the Board appreciates the employees across the cadres for their dedicated service to the company and expects their continuous support and higher level of productivity for achieving the targets set for the company. The total employee strength is over 293 as on March 31,2023.

34. SHARECAPITAL:

There was no change in the Authorized Share Capital (Rs. 3 Crores) and Paid up Share Capital (Rs. 2.25 Crores) ofthe Company during the year under review.

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

35. INSURANCE:

All properties and insurable interests of the Company including building, plant and machinery and stocks have been fully insured.

36. CHANGE IN THE NATURE OF BUSINESS:

There was no change in the nature of business ofthe Company.

37. DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL WHO WERE APPOINTED OR HAVE RESIGNEDDURINGTHEYEAR:

Appointments: NIL

Cessation: NIL.

38. RISKMANAGEMENT:

The Board of Directors has formed a risk management policy to identify, evaluate, mitigate and monitor the risk associated with the business carried by the company. The Board reviews the risk management plan and ensures its effectiveness.Amechanism has been put in place which will be reviewed on regular intervals.

39. COMMITTEESOFTHEBOARD:

The Board has Audit Committee, Nomination and Remuneration Committee, Stakeholders’ Relationship Committee and Corporate Social Responsibility Committee. The composition and other details of these committees have been given in the Report on the Corporate Governance forming part of the Annual Report.

40. COSTAUDIT:

Pursuant to provisions of section 148 of the Companies Act, 2013 read with Companies (Cost Records and Audit) Rules, 2014 cost audit is not applicable for the financial year 2022-23 for the Company.

41. COMPLIANCE OF SECRETARIAL STANDARDS:

The Company has duly complied with the applicable Secretarial Standards issued by The Institute of Company Secretaries of India, for the Board and General Meetings.

42. CORPORATE POLICIES OFTHE COMPANY:

The policies are reviewed periodically by the Board and updated as needed.The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, mandate the formulation of certain policies for all listed companies. The corporate governance policies like Familiarization Programme for Independent Directors, Policy for Determination of Materiality of an Event or Information, Policy on Preservation of Documents and Policy on Related Party Transactions etc for are available on the Company''s website, at http://veljan.in/investors_policy.html.

43. ACKNOWLEDGMENTS:

Your Directors acknowledge with a deep sense of gratitude the continued support extended by Investors, Customers, BusinessAssociates, Bankers and Vendors.

Your Directors take this opportunity to thank the regulatory Authorities and Governmental Authorities for continued support and assistance.

Your Directors also place on record their appreciation for the contribution of all the employees of the Company in achieving the performance.

---

Mar 31, 2018

To

The Members of

VELJAN DENISON LIMITED

The Directors take pleasure in presenting the 44th Annual Report on the affairs of the Company along with the Audited Accounts for the year ended March 31, 2018.

1. FINANCIAL RESULTS:

Particulars	Year ended	Year ended
	31-03-2018	31-03-2017
Income :	Rs.in Lakhs	Rs.in Lakhs
Revenue from Operations	9732.30	8288.40
Other Income	83.67	71.27
Total Revenue Expenditure:	9815.97	8359.67
Cost of Materials Consumed	3276.34	2891.65
Changes in inventories of Finished goods, Work-in-Progress and Stock-in-Trade	239.32	(394.81)
Employee Benefit Expenses	734.96	785.43
Finance Costs	111.60	180.73
Depreciation and Amortization Expenses	274.62	256.49
Excise Duty	110.84	601.53
Other Expenses	2585.89	2097.95
Total Expenses	7333.57	6418.97
Profit before Tax Tax Expenses	2482.40	1940.70
(1)Current Tax	909.06	485.37
(2)Deferred Tax	-54.39	3.90
Profit for the year	1627.73	1451.43
Earning per Equity Share of the face value of Rs. 10 each Basic and Diluted (in Rs.)	72.34	64.51

2. COMPANY’S PERFORMANCE:

During the year under review the sales are 17.42% higher at Rs. 9732.30 Lacs as against Rs. 8288.40 Lacs in the previous year. The Profit before tax for the year is Rs. 2482.39 Lacs as against Rs. 1940.70 Lacs for the previous year.

3. FUTURE OUTLOOK:

India is one of the fastest growing markets for hydraulic components like valves, cylinders, accumulators, pumps, hydraulic hoses, filters, etc. Most foreign MNCs in fluid power are already present in India, with some of them here for a long time. The long term outlook of the hydraulic industry continues to be promising and challenging. By increasing the manufacturing base, your Company expects to better the revenues with improved margins in the coming years.

4. EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS:

There were no material changes/ commitments affecting the financial position of the Company between March 31, 2018 and the date of Board’s Report.

5. MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT:

Management Discussions and Analysis Report, as required under Regulation 34 of SEBI (Listing Obligation Disclosure Requirements) Regulations, 2015 and forms part of the report.

6. DIVIDEND:

Your Directors are pleased to recommend the payment of Dividend of Rs 10/- per share (100%) in line with the Dividend policy. The Dividend if approved by the shareholders of the Company in its Annual General Meeting will be paid out of the profits of the Company to all Shareholders of the Company whose names appear on the Register of Members as on the date of the Book Closure.

7. RESERVES:

The Company has transferred Rs. 2.00 Crore, i.e. 12.29% of the current profits to General Reserves of the Company.

8. DEPOSITS:

Your Company has not accepted any deposits from the public during the year under review and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

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

The information required under Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Account) Rules, 2014 with respect to conservation of energy, technology absorption and foreign exchange earnings/ outgo is annexed to this Report.

10. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS AND COMMITTEES:

Seven meetings of the Board of Directors of the Company were held during the year under review. For details of the meetings of the Board and Committee meetings, please refer to the Corporate Governance report, which forms part of this Annual Report.

11. DIRECTORS:

None of the directors ofthe company is disqualified under the provisions of the Companies Act 2013 or under the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2017 entered with BSE Limited.

As per the provisions ofthe Companies Act, 2013 read with Articles of Association ofthe Company, Mrs. U. Uma Devi (DIN: 00125840), retire by rotation and being eligible offer, herself for re-appointment at this Annual General Meeting. The Board recommends her re-appointment at the ensuing AGM.

Mr. Pattabhi Vangala (DIN: 00200157), who was appointed as an Independent Director of the Company at the 40th Annual General Meeting of the Company held on September 30, 2014 for a period of five years, has already attained the age of 75 years. Accordingly, it is proposed to pass special resolution as set out in the Item No. 4 ofthe notice to enable him to continue his directorship for the remaining term of his appointment in compliance with the Regulation 17(1A) of the SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018. The Board recommends his appointment at the ensuing AGM.

During the year under review, Mr. G. K. Kabra resigned as Director of the Company with effect from 19.12.2017 and the Board wish to place on record its deep appreciation for the services rendered by Mr. G. K. Kabra during his tenure as Director.

Mr. M.L. Motwani resigned as Director of the Company with effect from 03.09.2018 and the Board wish to place on record its deep appreciation for the services rendered by Mr. M.L. Motwani during his tenure as Director.

12. STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS:

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) ofthe companies Act, 2013 and Regulation 16 ofthe SEBI (LODR) Regulations, 2015.

13. ANNUAL EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE:

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligation Disclosure Requirements) Regulations, 2015 the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit and other Committees.

14. COMPANY’S POLICY ON DIRECTOR’S APPOINTMENT AND REMUNERATION:

The Board has on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub section (3) of section 178 relating to the remuneration for the Directors, Key Managerial Personnel, and other employees.

15. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The Internal audit Department monitors and evaluates the efficacy and adequacy of internal control systems, accounting procedures and policies.

Internal Auditors:

The Board of Directors of the Company has appointed M/s. M.V. Narayana Reddy & Co., Chartered Accountants as Internal Auditors of the Company for the Financial Year 2018-19 and to maintain its objectivity and independence, the Internal Auditor reports to the Chairman of the Audit Committee ofthe Board.

16. AUDITORS:

M/s.K.S.Rao&Co, Chartered Accountants, Hyderabad (FRN:003109S) were appointed as the Statutory Auditors of the Company for a period of 5 years, to hold office from the conclusion of 43rd Annual General Meeting (AGM) till the conclusion of the Forty Eighth AGM to be held in the year 2022 subject to ratification of their appointment at every annual general meeting in terms ofthe provisions of Companies Act, 2013.

However as per the amended provisions of the Companies Act, 2017 notified on 07.05.2018 the Company is not required to ratify the appointment of auditors at every annual general meeting, therefore, it is not proposed to ratify the appointment of auditors at the ensuing Annual General Meeting.

During the year under review, the Statutory Auditors of the Company have not reported any fraud as required under Section 143(12) ofthe Companies Act, 2013.

The Auditor’s Report for the financial year 2017-2018 does not contain any qualification, reservation or adverse remarks.

17. SECRETARIAL AUDITORS & THEIR REPORT:

The Board had appointed M/s BS & Company, Company Secretaries LLP, , Hyderabad to carry out Secretarial Audit under the provisions of Section 204 of the Companies Act, 2013 for the financial year 2017-18. The report ofthe Secretarial Auditor is annexed to this report.

S.NO.	COMMENTS	BOARD’S REPLIES
1.	The Company is in the process of filing various forms, returns and reports as required under Various Labour and Specific Acts, Rules and Regulations made thereunder.	Self Explanatory.

18. TRANSFER OF UNPAID/ UNCLAIMED AMOUNTS TO IEPF:

Pursuant to the provisions of Section 125 of the Companies Act, 2013 the Unclaimed Dividend which remained unpaid/ unclaimed for a period of 7 years has been transferred by the company to the Investor Education and protection Fund (IEPF) established by the Central Government pursuant to Section 125 of the Companies Act, 2013.

19. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The Company had not given any loans, guarantees or made investments as per the provisions of Section 186 of the Companies Act, 2013 during the financial year under review.

20. DETAILS OF SUBSIDIARY, ASSOCIATE AND JOINT VENTURE OF THE COMPANY:

The Company doesn’t have any subsidiary, associate andjoint venture.

21. TRANSACTIONS WITH RELATED PARTIES:

All related party transactions done by the company during the financial year were at arm’s length and in the ordinary course of business. All related party transactions were placed in the meetings of Audit committee and the Board of directors for their necessary review and approval.

Disclosures pursuant to Accounting Standards on related party transaction have been made in the notes to the Financial Statements.

The Company has formulated a policy on materiality of Related Party Transactions and dealing with Related Party Transactions which can be accessed at the Companys’ website http://veljan.in/investors.html.

22. CORPORATE SOCIAL RESPONSIBILITY:

As part of its initiatives under “Corporate Social Responsibility (CSR)”, the Company has made contributions to various activities as approved by the Committee and is in accordance with Schedule VII of the Companies Act, 2013 read with the relevant rules.

The contents of the CSR activities undertaken by the Company have been annexed separately and forms part of this report.

23. EXTRACT OF ANNUAL RETURN:

As required by Section 92(3) of the Act read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, extract of the Annual Return in Form MGT-9 is available on the Company’s website at http://veljan.in/investors.html and forms part of this report.

24. PARTICULARS OF EMPLOYEES:

The information required pursuant to Section 197 read with Rule, 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, is annexed to this report and pursuant to Section 136 of the Companies Act, 2013 and relevant rules thereto, the disclosure pertaining to remuneration and other details of employees of the Company are made available for inspection at the Registered office of the Company with the Company Secretary during working hours and any Member interested in obtaining such information may write to the Company Secretary and the same shall be provided without any fee.

25. MANAGERIAL REMUNERATION:

Details of the ratio of the remuneration of each of the director to the median employee’s remuneration and other details as required pursuant to Rule 5(1) of the Companies (Appointment and Remuneration of managerial Personnel) Rules, 2014 has been annexed separately and forms part of this report.

26. CORPORATE GOVERNANCE CERTIFICATE:

The Compliance certificate from the Statutory Auditors regarding compliance of conditions of Corporate Governance as stipulated in SEBI (Listing Obligation Disclosure Requirements) Regulations, 2015 and forms part of the report.

27. LISTING:

The Equity Shares of your Company are continued to be listed on BSE Limited. There are no payments outstanding to the Stock Exchange and the company has paid the listing fee for the financial year 2018-19.

28. DIRECTORS’ RESPONSIBILITY STATEMENT:

In terms of Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best oftheir knowledge and ability, confirm that (based on the representations received from the Management):

i) In the preparation of Annual Accounts, the applicable Accounting Standards have been followed along with proper explanations relating to material departures, if any;

ii) they have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and ofthe Profit ofthe Company for that period ;

iii) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safe guarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) they have prepared the Annual Accounts on a going concern basis;

v) they have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;

vi) they have devised proper systems to ensure Compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

29. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has put in place a Prevention, Prohibition and Redressal of Sexual Harassment at Workplace in accordance with the requirement of the ‘Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. All employees ofthe Company are covered under the aforementioned Policy.

During the year under review, the company has not received any complaints pertaining to sexual harassment

30. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS:

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company’s operations in future.

31. VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

Your Company has an effective Vigil Mechanism system which is embedded in its Code of Conduct. The Code of Conduct applies to all the employees, including Directors ofthe Company.

The Code of Conduct is available on the Company website to report any genuine concerns about unethical behavior, any actual or suspected fraud or violation of Company’s Code of Conduct.

32. REPORT ON CORPORATE GOVERNANCE:

In accordance with the Regulation 16 of the SEBI (LODR) Regulations, 2015, the Company has complied with all mandatory recommendations. A Report on corporate Governance is provided elsewhere and forms part of this report.

33. INDUSTRIAL RELATIONS AND HUMAN RESOURCES:

Your company believes that its employees are one of the most valuable assets of the Company and the Board appreciates the employees across the cadres for their dedicated service to the company and expects their continuous support and higher level of productivity for achieving the targets set for the company. The total employee strength is 187 as on March 31, 2018

34. SHARE CAPITAL:

There was no change in the Authorized Share Capital and Paid up Share Capital of the Company during the year under review.

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

35. INSURANCE:

All properties and insurable interests of the Company including building, plant and machinery and stocks have been fully insured.

36. CHANGE IN THE NATURE OF BUSINESS:

There is no change in the nature of business of the Company.

37. DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL WHO WERE APPOINTED OR HAVE RESIGNED DURING THE YEAR:

APPOINTMENTS:

Mr. R. Venkata Rao was appointed as CFO of the company with effect from 26th August, 2017 and Mr. Narahari Bellamkonda appointed as Whole time Company Secretary & Compliance officer of the company with effect from 9th February, 2018 to fill the casual vacancies pursuant to the provision of Section 203 and all other applicable provisions of the Companies Act, 2013.

RESIGNATIONS:

Mr. Dheeraj Kumar resigned as CFO of the Company with effect from 21st August, 2017 and Mr. S. Jasminder Singh resigned as Company Secretary ofthe company with effect from 10th August, 2017.

38. RISK MANAGEMENT

The Board of Directors has formed a risk management policy to identify, evaluate, mitigate and monitor the risk associated with the business carried by the company. The Board reviews the risk management plan and ensures its effectiveness. A mechanism has been put in place which will be reviewed on regular intervals.

39. COMMITTEES OF THE BOARD:

The Board has Audit Committee, Nomination and Remuneration Committee, Stakeholders’ Relationship Committee and Corporate Social Responsibility Committee. The composition and other details of these committees have been given in the Report on the Corporate Governance forming part ofthe Annual Report.

40. ACKNOWLEDGMENTS:

Your Directors acknowledge with a deep sense of gratitude the continued support extended by Investors, Customers, Business Associates, Bankers and Vendors.

Your Directors take this opportunity to thank the regulatory Authorities and Governmental Authorities for continued support and assistance.

Your Directors also place on record their appreciation for the contribution of all the employees ofthe Company in achieving the performance.

By order of the Board

FOR VELJAN DENISON LIMITED

Place: Hyderabad V.C. Janardan Rao

Date: 03/09/2018 Chairman & Managing Director

DIN:00181609

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Mar 31, 2016

To

The Members of

VELJAN DENISON LIMITED

The Directors take pleasure in presenting the 42nd Annual Report on the affairs of the Company along with the Audited Accounts for the year ended 31st March, 2016.

1. FINANCIAL RESULTS:

Particulars	Year ended 31-03-2016 Rs.in Lakhs	Year ended 31-03-2015 Rs.in Lakhs
Income :
Revenue from Operations	8027.53	7885.14
Other Income	49.17	302.27
Total Revenue	8076.70	8187.41
Expenditure:
Cost of Materials Consumed	2556.53	2416.03
Job Expenses	925.93	837.07
Changes in inventories of	119.39	70.65
Finished goods, Work-in-
Progress and Stock-in-Trade
Employee Benefit Expenses	716.35	671.72
Finance Costs	171.15	228.09
Depreciation and Amortization
Expenses	243.31	280.87
Other Expenses	1560.11	1706.78
Total Expenses	6292.77	6211.21
Profit before Tax	1783.93	1976.20
Tax Expenses
(1)Current Tax	606.36	671.71
(2)Deferred Tax	19.85	0.09
Profit for the year	1254.21	1304.40
Appropriated as under:
Dividend proposed	-	225.00
Tax on Proposed Dividend	-	38.24
General Reserve	150.00	150.00
Total amount appropriated	150.00	413.24
Earning per Equity Share of the	55.74	57.97
face value of Rs. 10 each Basic
and Diluted (in Rs.)

2. COMPANY''S PERFORMANCE:

During the year under review the sales are 1.80 % higher at Rs. 8027Lacs as against Rs. 7885.14 Lacs in the previous year. The Profit before tax for the year is Rs.1783.93 Lacs as against Rs. 1976.20 Lacs for the previous year.

3. FUTURE OUTLOOK:

India is one of the fastest growing markets for hydraulic components like valves, cylinders, accumulators, pumps, hydraulic hoses, filters, etc. Most foreign MNCs in fluid power are already present in India, with some of them here for a long time.

4. MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT:

Management Discussions and Analysis Report, as required under Regulation 34 of SEBI (LODR) Regulations, 2015 forms part of the report.

5. DIVIDEND:

Your Company had declared a interim Dividend of Rs 10 per share (100%) in the March, 2016 in line with Dividend policy. The Interim Dividend declared was paid to all the shareholders with in the stipulated time. The Board of Directors have not recommended any final dividend with a purpose of retaining adequate funds, in order to maintain a healthy Capital adequacy ratio to support future growth.

6. RESERVES:

The Company has transferred Rs.1.50 Crore, i.e. 12.00 % of the current profits to reserves of the Company.

7. PARTICULARS OF EMPLOYEES:

The information required pursuant to Section 197 read with Rule, 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, is annexed to this report.

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

The information required under Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Account) Rules, 2014 with respect to conservation of energy, technology absorption and foreign exchange earnings/outgo is annexed to this Report.

9. DEPOSITS:

Your Company has not accepted any deposits from the public during the year under review and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

10. DIRECTORS:

None of the directors of the company is disqualified under the provisions of the Companies Act 2013 or under the Listing Agreement with the BSE.

As per the provisions of the Companies Act, 2013 read with Articles of Association of the Company, Smt U Uma Devi, retire by rotation and being eligible offer, herself for re-appointment at this Annual General Meeting. Board recommends her re-appointment at the AGM.

During the year under review, Shri. V. G. Srinivas resigned from the position of Executive Director effective from 18th October, 2015. The Board placed on record the excellent services rendered during his tenure as Executive Director.

11. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The Internal audit Department monitors and evaluates the efficacy and adequacy of internal control systems, accounting procedures and policies.

12. AUDITORS:

Pursuant to the provisions of Section 139 of the Companies Act and the rules framed there under, M/s.Brahamayya & Co., Chartered Accountants, (FRN: 000513S) Hyderabad were appointed as Statutory Auditors of the Company from the conclusion of the 40th Annual General meeting of the Company held on 30th September, 2014 till the conclusion of the 43rd Annual General Meeting to be held in the year 2017, subject to ratification of their appointment at every Annual General Meeting. Directors recommend the ratification of Auditors Appointment from the conclusion of 42nd AGM to the conclusion of the 43rd AGM.

The Auditor''s Report for the financial year 2015-2016 does not contain any qualification, reservation or adverse remarks.

13. SECRETARIAL AUDITORS:

The Board had appointed M/s BS & Company, Company Secretaries LLP, Hyderabad to carry out Secretarial Audit under the provisions of Section 204 of the Companies Act, 2013 for the financial year 2015-16. The report of the Secretarial Auditor is annexed to this report.

14. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS AND COMMITTEES:

Seven meetings of the board were held during the year. For details of the meetings of the board and committee meeting, please refer to the Corporate Governance report, which forms part of this report.

15. TRANSFER OF UNPAID/UNCLAIMED AMOUNTS TO IEPF:

Pursuant to the provisions of Section 125 of the Companies Act, 2013 the Unclaimed Dividend which remained unpaid/unclaimed for a period of 7 years have been transferred by the company to the Investor Education and protection Fund( IEPF) established by the Central Government under Companies Act, 2013.

16. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

Particulars of loans, guarantees and investments have been disclosed in the financial statements.

17. TRANSACTIONS WITH RELATED PARTIES:

All related party transactions done by the company during the financial year were at arm''s length and in the ordinary course of business. All related party transactions were placed in the meetings of Audit committee and the Board of directors for their necessary review and approval.

Disclosures pursuant to Accounting Standards on related party transaction have been made in the notes to the Financial Statements.

18. MANAGERIAL REMUNERATION:

Details of the ratio of the remuneration of each director to the median employees remuneration and other details as required pursuant to Rule 5(1) of the Companies (Appointment and Remuneration of managerial Personnel) Rules, 2014 has been annexed separately and forms part of this report.

19. CORPORATE SOCIAL RESPONSIBILITY:

As part of its initiatives under “Corporate Social Responsibility (CSR)”, the Company has made contributions in the field of Education as approved by the Committee and are in accordance with Schedule VII of the Companies Act, 2013 read with the relevant rules.

The contents of the CSR activities undertaken by the Company have been annexed separately and forms part of this report.

20. EXTRACT OF ANNUAL RETURN:

Pursuant to the Section 92(3) of the Companies Act, 2013 Extract of the Annual Return is annexed to this report in the prescribed Form MGT - 9 (which forms part of this report).

21. CORPORATE GOVERNANCE CERTIFICATE:

The Compliance certificate from the Statutory Auditors regarding compliance of conditions of Corporate Governance as stipulated in Regulation 34 of SEBI Listing Regulations.

22. LISTING:

The Company is listed in The Bombay Stock Exchange Limited and there have been no arrears of the listing fees payable to the Stock Exchange.

23. DIRECTORS'' RESPONSIBILITY STATEMENT:

In terms of Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that (based on the representations received from the Management):

i) In the preparation of Annual Accounts, the applicable Accounting Standards have been followed along with proper explanations relating to material departures, if any;

ii) they have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and of the Profit of the Company for that period ;

iii) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safe guarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) they have prepared the Annual Accounts on a going concern basis ;

v) they have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;

vi) they have devised proper systems to ensure Compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

24. COMPANY''S POLICY ON DIRECTOR''S APPOINTMENT AND REMUNERATION :

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub section (3) of section 178 relating to the remuneration for the Directors, Key Managerial Personnel, and other employees.

25. REPORT ON RISK MANAGEMENT POLICY :

The Company has formed the Risk Management Committee with its members as Shri. V. Pattabhi, Shri.B.S.Srinivasan and Shri. M.L. Motwani, the committee will perform its activities according to the Risk Policy finalized by the Board indicating the development and implementation of Risk Management.

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

The Company has put in place a Prevention, Prohibition and Redressal of Sexual Harassment at Workplace in accordance with the requirement of the ''Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. All employees of the Company are covered under the afore mentioned Policy.

The summary of complaints received and disposed off up to 31st March 2016 were as under:

Number of complaints received: Nil

Number of complaints disposed off: Not Applicable

27. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS :

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company''s operations in future.

28. EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS :

There were no material changes/commitments affecting the financial position of the Company between March 31, 2016 and the date of Board''s Report.

29. ANNUAL EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE :

Pursuant to the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015 the Board has carried out an annual performance evaluation of its own performance , the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and Compliance Committees.

30. STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS:

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the companies Act, 2013 and Regulation 16 of the SEBI Listing Regulations.

31. VIGIL MECHANISM/ WHISTLE BLOWER POLICY :

Your Company has an effective Vigil Mechanism system which is embedded in its Code of Conduct. The Code of Conduct applies to all the employees, including Directors of the Company.

The Code of Conduct is available on the Company website to report any genuine concerns about unethical behavior, any actual or suspected fraud or violation of Company''s Code of Conduct.

32. REPORT ON CORPORATE GOVERNANCE:

In accordance with the Regulation 34 read along with schedule V of SEBI Listing Regulations the Company has complied with all mandatory recommendations. A Report on corporate Governance is provided elsewhere in this report.

33. ACKNOWLEDGMENTS:

Your Directors acknowledge with a deep sense of gratitude the continued support extended by Investors, Customers, Business Associates, Bankers and Vendors.

Your Directors take this opportunity to thank the regulatory Authorities and Governmental Authorities for continued support and assistance.

Your Directors also place on record their appreciation for the contribution of all the employees of the Company in achieving the performance.

By order of the Board

FOR VELJAN DENISON LIMITED

Place: Hyderabad V C. Janardan Rao

Date: 04/08/2016 Chairman & Managing Director

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Mar 31, 2015

The Directors take pleasure in presenting the 41st Annual Report on the affairs of the Company along with the Audited Accounts for the year ended 31st March, 2015.

1. FINANCIAL RESULTS:

Particulars Year ended Year ended 31.03.2015 31.03.2014 Rs.in Lakhs Rs.in Lakhs

Income :

Revenue from Operations 7885.14 7279.99

Other Income 302.27 120.62

Total Revenue 8187.41 7400.61

Expenditure:

Cost of Materials Consumed 2416.03 2615.26

Job Expenses 837.07 934.49

Changes in inventories of 70.65 (126.60)

Finished goods, Work-in- Progress and Stock-in-Trade

Employee Benefit Expenses 671.72 659.57

Finance Costs 228.09 161.93

Depreciation and Amortization Expenses 280.87 304.34

Other Expenses 1706.78 1598.59

Total Expenses 6211.21 6147.58

Profit before Tax 1976.20 1253.03

Tax Expenses

(1)Current Tax 671.71 422.53

(2)Deferred Tax 0.09 (13.40)

Profit for the year 1304.40 843.90

Appropriated as under:

Dividend proposed 225.00 168.75

Tax on Proposed Dividend 38.24 28.68

General Reserve 150.00 125.00

Total amount appropriated 413.24 322.43

Earning per Equity Share of the 57.97 37.51

face value of Rs. 10 each Basic and Diluted (in Rs.)

2. COMPANY'S PERFORMANCE:

During the year under review the sales are 8.31 % higher at Rs.7885.14 Lacs as against Rs.7279.99 Lacs in the previous year. The Profit before tax for the year is 57.71% higher at Rs.1976.20 Lacs against Rs.1253.02 Lacs for the previous year.

There has been increase in profits due to Comparatively better sales realization, and some incidental receipts non repetitive in nature.

3. FUTURE OUTLOOK:

Growth in the hydraulic equipment industry depends on overall economic expansion and, in particular, growth in industrial production. Similar to other industrial segments, the hydraulic industry experienced a significant downturn during the 2008 - 2009 economic recession but has gradually recovered. With fears of another recession subsiding completely , growth prospects for 2015 and beyond , corroborated by recent GDP growth, industrial production and consumer confidence data etc looks slightly encouraging.

Experts believe the positive outlook in certain end user markets such as material handling equipment and construction machinery is a sign that indicates the industry may achieve a steady growth rate.

4. MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT

Management Discussions and Analysis Report, as required under the Listing Agreement with the Stock Exchange is annexure to the report.

5. DIVIDEND:

Your Company had a consistent Dividend policy that balances the dual objectives of appropriately rewarding Shareholders and retaining adequate funds, in order to maintain a healthy Capital adequacy ratio to support future growth.

Consisting with this policy and based on the Company's performance, the Directors are pleased to recommend a dividend of Rs 10 /- per equity share for the financial year 2014-15 which, if approved at the ensuing Annual General Meeting will be paid to those members whose names appear as shareholders of the Company as at the end of business hours on 22nd September 2015 as per particulars to be furnished for this purpose.

The Dividend payout as proposed is in accordance with the Company's policy to pay sustainable Dividend linked to long term performance, keeping in view the Capital needs for the Company's growth plans and the intent to achieve optimal financing of such plans through internal accruals.

The dividend distributed would be tax free in the hands of the Shareholders.

6. RESERVES:

The Company has transferred Rs.1.50 Crore, i.e. 11.50 % of the current profits to reserves of the Company.

7. PARTICULARS OF EMPLOYEES:

The information required pursuant to Section 197 read with Rule, 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, is annexed to this report.

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

The information required under Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Account) Rules, 2014 with respect to conservation of energy, technology absorption and foreign exchange earnings/outgo is given in the Annexure I which is annexed to this Report.

9. DEPOSITS:

Your Company has not accepted any deposits from the public during the year under review and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

10.DIRECTORS:

None of the directors of the company is disqualified under the provisions of the Companies Act 2013 or under the Listing Agreement with the BSE.

As per the provisions of the Companies Act, 2013 read with Articles of Association of the Company, Smt.U.Uma Devi, retire by rotation and being eligible offer, herself for re-appointment at this Annual General Meeting. Board recommends her re-appointment at the AGM.

During the year under review the Board appointed Shri. V. C. Janardan Rao as Chairman & Managing Director effective from 1st January 2015 for a period of five years. Board recommends his appointment at the AGM.

11. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The Internal audit Department monitors and evaluates the efficacy and adequacy of internal control systems, accounting procedures and policies.

12.AUDITORS:

Pursuant to the provisions of Section 139 of the Companies Act and the rules framed thereunder, M/s.Brahamayya & Co., Chartered Accountants, (FRN: 000513S) Hyderabad were appointed as Statutory Auditors of the Company from the conclusion of the 40th Annual General meeting of the Company held on 30th September, 2014 till the conclusion of the 43rd Annual General Meeting to be held in the year 2017, subject to ratification of their appointment at every Annual General Meeting. Directors recommend the ratification of Auditors Appointment from the conclusion of 41st AGM to the conclusion of the 42nd AGM.

The Auditor's Report for the financial year 2014-2015 does not contain any qualification, reservation or adverse remarks.

13.SECRETARIAL AUDITORS

The Board had appointed M/s VBM Rao & Associates, Company Secretaries, Hyderabad to carry out Secretarial Audit under the provisions of Section 204 of the Companies Act, 2013 for the financial year 2014-15. The report of the Secretarial Auditor is annexed to this report. The Secretarial Auditor's Report for the financial year does not contain any qualification, reservation or adverse remarks.

14.NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS AND COMMITTEES

Eleven meetings of the board were held during the year. For details of the meetings of the board and committee meeting, please refer to the Corporate Governance report, which forms part of this report.

15.TRANSFER OF UNPAID/UNCLAIMED AMOUNTS TO IEPF.

Pursuant to the provisions of Section 125 of the Companies Act, 2013 the Unclaimed Dividend which remained unpaid/unclaimed for a period of 7 years have been transferred by the company to the Investor Education and protection Fund( IEPF) established by the Central Government pursuant to Section 125 of the Companies Act, 2013.

16.PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Particulars of loans, guarantees and investments have been disclosed in the financial statements.

17.TRANSACTIONS WITH RELATED PARTIES

All related party transactions done by the company during the financial year were at arm's length and in the ordinary course of business. All related party transactions were placed in the meetings of Audit committee and the Board of directors for their necessary review and approval.

During the financial year your Company has not entered into any material transaction (as per Clause 49 of the Listing Agreement) with any of its related parties which may have potential conflict with the interest of the Company at large.

Disclosures pursuant to Accounting Standards on related party transaction have been made in the notes to the Financial Statements.

18.MANAGERIAL REMUNERATION:

Details of the ratio of the remuneration of each director to the median employees remuneration and other details as required pursuant to Rule 5(1) of the Companies (Appointment and Remuneration of managerial Personnel) Rules, 2014 has been annexed separately and forms part of this report.

19.CORPORATE SOCIAL RESPONSIBILITY

Through sustainable measures, actively contribute to the Social, Economic and Environmental Development of the community in which we operate ensuring participation from the community and thereby create value for the nation.

In accordance with the provisions of the Companies Act, 2013 the Company have constituted a corporate Social Responsibility committee which comprises of the following members:

1. Shri. V C Janardan Rao Chairman

2. Shri. M L Motwani Member

3. Shri. B.S. Srinivasan Member

The contents of the CSR activities undertaken by the Company have been annexed separately and forms part of this report.

20.EXTRACT OF ANNUAL RETURN

Pursuant to the Section 92(3) of the Companies Act, 2013 Extract of the Annual Return is annexed to this report in the prescribed Form MGT – 9 (which forms part of this report).

21. CORPORATE GOVERNANCE CERTIFICATE

The Compliance certificate from the Statutory Auditors regarding compliance of conditions of Corporate Governance as stipulated in Clause 49 of the Listing agreement form part of this Report.

22. LISTING:

The Company is listed in The Bombay Stock Exchange Limited and there have been no arrears of the listing fees payable to the Stock Exchange.

23.DIRECTORS' RESPONSIBILITY STATEMENT:

In terms of Section 134 (3)(c ) and 134(5)of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that (based on the representations received from the Management):

i) In the preparation of Annual Accounts, the applicable Accounting Standards have been followed along with proper explanations relating to material departures, if any.

ii) they have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and of the Profit of the Company for that period ;

iii) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safe guarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) they have prepared the Annual Accounts on a going concern basis

v) they have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively.

Internal Financial Control" means the policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business, including the adherence to company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information;

vi) they have devised proper systems to ensure Compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

24.COMPANY'S POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub section (3) of section 178 relating to the remuneration for the Directors, Key Managerial Personnel, and other employees.

25.REPORT ON RISK MANAGEMENT POLICY

The Company has formed the Risk Management Committee with its members as Shri. V. Pattabhi, Shri.B.S.Srinivasan, Shri. Srinivas VG and Shri. M.L. Motwani, the committee will perform its activities according to the Risk Policy finalized by the Board indicating the development and implementation of Risk Management.

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

The Company has put in place a Prevention, Prohibition and Redressal of Sexual Harassment at Workplace in accordance with the requirement of the 'Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. All employees of the Company are covered under the afore mentioned Policy.

The summary of complaints received and disposed off upto 31st March 2015 were as under: Number of complaints received: Nil

Number of complaints disposed off: Not Applicable

27.DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company's operations in future.

28.EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS

There were no material changes/commitments affecting the financial position of the Company between March 31, 2015 and the date of Board's Report

29.ANNUAL EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE

Pursuant to the provisions of the Companies Act, 2013 and clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance , the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and Compliance Committees.

30. STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the companies Act, 2013 and Clause 49 of the Listing Agreement.

31.VIGIL MECHANISM/ WHISTLE BLOWER POLICY

Your Company has an effective Vigil Mechanism system which is embedded in its Code of Conduct. The Code of Conduct applies to all the employees, including Directors of the Company.

The Code of Conduct Hotline is available on the Company website to report any genuine concerns about unethical behavior, any actual or suspected fraud or violation of Company's Code of Conduct.

32.REPORT ON CORPORATE GOVERNANCE:

In accordance with the Clause 49 of the Listing Agreement, the Company has complied with all mandatory recommendations. A Report on corporate Governance is provided elsewhere in this report.

33.ACKNOWLEDGMENTS:

Your Directors acknowledge with a deep sense of gratitude the continued support extended by Investors, Customers, Business Associates, Bankers and Vendors.

Your Directors take this opportunity to thank the regulatory Authorities and Governmental Authorities for continued support and assistance.

Your Directors also place on record their appreciation for the contribution of all the employees of the Company in achieving the performance.

By order of the Board

FOR VELJAN DENISON LIMITED

Place: Hyderabad V. C. Janardan Rao

Date : 31/07/2015 Chairman & Managing Director

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Mar 31, 2014

Dear Members,

The Directors take pleasure in presenting the 40th Annual Report on the affairs of the Company along with the Audited Accounts for the year ended 31st March, 2014.

1. FINANCIAL RESULTS:

Rs. In Lakhs 31-03-2014 31-03-2013 Sl. Particulars (12 Months) (12 Months) No.

1. Profit /Loss (PBDIT) 1557-36 1790.40

2. Less: Depreciation 304-34 311-57

3. Profit before Tax 1253-02 1478.83

4. Less: Tax 409-12 484.01

5. Profit After Tax 843.90 994.82

2. OPERATIONS:

During the year under review the sales was 1.17 % lower at Rs.7216.94 Lacs as against Rs.7302.31 Lacs in the previous year. The Profit before tax for the year is 15.26% lower at Rs. 1253.02 Lacs against Rs.1478.83 Lacs for the previous year.

3. FUTURE OUTLOOK:

The prevailing Market conditions worldwide may lead to a likely increase in the turnover and profitability of the Company for 2014-2015.

4. DIVIDEND:

Your Company had a consistent Dividend policy that balances the dual objectives of appropriately rewarding Shareholders and retaining adequate funds, in order to maintain a healthy Capital adequacy ratio to support future growth.

Consistent with this policy and based on the Company''s performance, the Directors are pleased to recommend a dividend of Rs 7.50 /- per equity share for the financial year 2013-14 which, if approved at the ensuing Annual General Meeting will be paid to those members whose names appear as shareholders of the Company as at the end of business hours on 26.09.2014 as per particulars to be furnished for this purpose.

The Dividend payout as proposed is in accordance with the Company''s policy to pay sustainable Dividend linked to long term performance, keeping in view the Capital needs for the Company''s growth plans and the intent to achieve optimal financing of such plans through internal accruals.

The dividend distributed would be tax free in the hands of the Shareholders.

5. RESERVES:

The Company has transferred Rs.1.25 Crore, i.e. 14.81 % of the current profits to reserves of the Company.

6. PARTICULARS OF EMPLOYEES:

There are no employees whose particulars are to be provided as required under Sec 217(2A) of the Companies Act, 1956 read with Companies (particulars of the employees ) rules, 1975, since none of the employees are drawing a salary in excess of the limits prescribed under the above rules.

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

As required under the Companies (Disclosure of particulars in the report of Board of Directors) Rules 1988, the necessary information is given in the Annexure I which is annexed to this report.

8. FIXED DEPOSITS:

Your Company has not accepted any deposits from the public during the year under review.

9. DIRECTORS:

None of the directors of the company are disqualified under the provisions of the Act or under the Listing Agreement with the BSE.

As per the provisions of the Companies Act, 1956 read with Articles of Association of the Company, Shri.G.K.Kabra, retire by rotation and being eligible offers himself for re-appointment at this Annual General Meeting .

Mrs. U.Uma Devi was appointed as additional director of the company on 30th July 2014. Mrs. U. Uma Devi was proposed to be appointed as women director under the provisions of section 160 of the Companies Act, 2013 at the ensuing Annual General Meeting (AGM).

During the year, the Ministry of Corporate Affairs (MCA) has notified majority of the provisions inter alia provisions relating to selection, manner of appointment, roles, functions, duties, re-appointment of independent directors and the relevant rules under the Companies Act, 2013 (the Act 2013) and made them effective 1st April 2014.

The existing composition of the Company''s board is fully in conformity with the applicable provisions of the Act 2013 and Clause 49 of the Listing Agreement having the following directors as non-executive independent directors, namely Shri G.K.Kabra, Shri M.L.Motwani, Shri V.Pattabhi and Shri B.S.Srinivasan .

In terms of the provisions of Section 149(10) read with Section 149(5) of the Act 2013, independent directors are eligible to hold office for a term up to five consecutive years on the board and eligible for re-appointment for the second term on passing a special resolutions by the Company. During the period, they will not be liable to ''retire by rotation'' as per the provisions of Sections 150(2), 152(2) read with Schedule IV to the Act 2013.

It is, therefore, proposed to appoint them as independent directors for a consecutive period of five years at the AGM. Necessary declarations have been obtained from them, as envisaged under the Act 2013.

Both the Nomination and Remuneration Committee and the board also ensured that their appointments as independent directors are in compliance with the requirements under the relevant statutes and that there were appropriate balance of skills, experience and knowledge in the board, so as to enable the board to discharge its functions and duties effectively.

Notices in writing signifying the intention to offer their candidatures as independent directors of the Company along with the requisite deposit have been received from members of the Company in terms of Section 160 of the Act 2013.

Pursuant to the provisions of Clause 49 of the Listing Agreement, brief particulars of the retiring directors who are proposed to be appointed/re appointed are provided as an annexure to the notice convening the AGM.

The board, therefore, recommends their appointment / re-appointment as directors of the Company.

10. AUDITORS:

M/s Brahamayya & Co., Chartered Accountants, (FRN: 000513S) Hyderabad, the existing Statutory Auditors of the Company retire at the conclusion of this Annual General meeting and being eligible offer themselves for reappointment, on such remuneration as may be decided in consultation with the Auditors by the Board of Directors of the Company plus applicable Service Tax thereon and reimbursement of all out-of pocket expenses incurred in connection with the audit of the accounts of the company.

The Company has obtained necessary certificate under Section 141 of the Companies Act, 2013 from the Auditors conveying their eligibility for the above appointment. The Audit Committee and Board reviewed their eligibility criteria, as laid down in Section 141 of the Companies Act, 2013 and recommended their appointment as auditors for the aforesaid period.

11. SECRETARIAL AUDITORS

As required under Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the Company is required to appoint a Secretarial Auditor for auditing the secretarial and related records of the Company and to provide a report in this regard. Accordingly, M/s VBM Rao & Associates, Company Secretaries, Hyderabad have been appointed as Secretarial Auditors for carrying out the secretarial audit for the financial year 2014-15 for attaching their report with the Board''s report to the shareholders.

12. LISTING:

The Company is listed in The Bombay Stock Exchange Limited and there have been no arrears of the listing fees payable to the Stock Exchange.

13. DIRECTORS'' RESPONSIBILITY STATEMENT:

In terms of Section 217 (2AA) of the Companies Act, 1956, the Directors would like to state that:

i) In the preparation of Annual Accounts, the applicable Accounting Standards have been followed along with proper explanations relating to material departures, if any.

ii) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and of the Profit of the Company for the year under review;

iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safe guarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) The Directors have prepared the Annual Accounts on a going concern basis.

14. REPORT ON CORPORATE GOVERNANCE:

In accordance with the Clause 49 of the Listing Agreement, the Company has complied with all mandatory recommendations. A Report on corporate Governance is provided elsewhere in this report.

15. ACKNOWLEDGMENTS:

Your Directors acknowledge with a deep sense of gratitude the continued support extended by Investors, Customers, Business Associates, Bankers and Vendors. Your Directors take this opportunity to thank the regulatory Authorities and Governmental Authorities. Your Directors also place on record their appreciation for the contribution of all the employees of the Company in achieving the performance.

By order of the Board FOR VELJAN DENISON LIMITED

Place: Hyderabad V. C. Janardan Rao Date: 01-09-2014 Chairman

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Mar 31, 2013

To The Members of VELJAN DENISON LIMITED Hyderabad

The Directors take pleasure in presenting the 39th Annual Report on the affairs of the Company along with the Audited Accounts for the year ended 31 st March ,2013.

1. FINANCIAL RESULTS:

Rs. In Lakhs 31-03-2013 31-03-2012 Sl No. Particulars (12 Months) (12 Months)

1. Profit/Loss (PBDIT) 1790.40 2117.86

2. Less: Depreciation 311.57 328.87

3. Profit before Tax 1478.83 1788.99

4. Less: Tax 484.01 654.62

5. Profit After Tax 994.82 1134.37

2. OPERATIONS:

Duringthe year under report the sales are 11.70" % lower at Rs.7302.32 Lacs as against Rs. 8269.94 Lacs in the previous year. The Profit before tax for the year is 17.33% lower at Rs. 1478.83 Lacs against Rs. 1788.99 Lacs for the previous year.

3. FUTURE OUTLOOK:

The prevailing Market conditions are likely to increase the turnover and profitability of the Company for the year 2013-2014.

4. DIVIDEND:

Your Company has had a consistent Dividend policy that bajances the dual objectives of appropriately rewarding Shareholders and retaining adequate funds, in order to maintain a healthy Capital adequacy ratio to support future growth.

Consisting with this policy and based on the Company''s performance, the Directors are pleased to recommend a dividend of Rs 7.50 /- per equity share for the financial year which, if approved at the ensuing Annual General Meeting will be paid to those members whose names appear as shareholders of the Company as at the end of business hours on 26.09.2013 as pec particulars to be furnished for this purpose.

The Dividend payout as proposed is in accordance with the Company''s policy to pay sustainable Dividend linked to long term performance, keeping in view the Capital needs for the Company''s growth plans and the intent to achieve optimal financing of such plans through internal accruals.

The dividend distributed would be tax free in the hands of the Shareholders.

5. RESERVES:

The Company has transferred Rs.1.00 Crore, i.e. 10.05 %of tbe current profits to reserves of the Company.

6. DIRECTORS:

Pursuant to Section 256 of the Companies Act, 1956, read with Articles of Association of the Company Shri M.L.Motwani, Director retire by rotation at the ensuing Annual General Meeting and being eligible offer himself for re appointment.

During the period, Shri B.S.Srinivasan, was appointed as an Additional Director of the company in the Board Meeting held on 30th August,2013. A Notice has been received under Section 257 of the Companies Act, 1956, from a Member, signifying his intention proposing him for appointment as Director of the Company.

The resolutions concerning the appointment of Shri B.S.Srinivasan and re appointment of Shri M.L.Motwani, are recommended for yourapproval.

7. AUDITORS:

M/s. Brahamayya & Co., Chartered Accountants, Hyderabad the existing Statutory Auditors of the Company retire at the conclusion of this Annual General Meeting and being eligible offer themselves for reappointment. They have signified their willingness and confirmed their eligibility under the provisions of the Companies Act, 1956.

8. FIXED DEPOSITS:

Your Company has not accepted any deposits from the public in the terms of Sec 58Aof the Companies Act, 1956 during the year under review

9. LISTING:

The Company is listed in The Bombay Stock Exchange Limited and there have been no arrears of the listing fees payable to the Stock Exchange.

10. PARTICULARS OF EMPLOYEES:

There are no employees whose particulars are to be provided as required under Sec 217(2A) of the Companies Act, 1956 read with Companies (particulars of the employees ) rules, 1975,since non of the employees drawing a salary in excess of the limits prescribed underthe above rules.

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

As required under the Companies (Disclosure of particulars rr*the report of Board of Directors) Rules 1988, the necessary information is given in the Annexure I which is annexed to this report.

12. DIRECTORS'' RESPONSIBILITY STATEMENT:

In terms of Section 217 (2AA) of the Companies Act, 1956, the Directors would like to state that:

i) In the preparation of Annual Accounts, the applicable Accounting Standards have been followed along with proper explanations relating .to» material departures, if any.

ii) The Directors have selected such Accounting Policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and of the Profit of the Company for the year under review;

iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safe guarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) The Directors have prepared the Annual Accounts on a going concern basis.

13. REPORT ON CORPORATE GOVERNANCE

In accordance with the Clause 49 of the Listing Agreement, the Company has complied with all mandatory recommendations. A Report- or- Corporate Governance is provided elsewhere in this report.

14. ACKNOWLEDGMENTS:

Your Directors acknowledge with a deep sense of gratitude the continued support extended by Investors, Customers, Business Associates, Bankers and Vendors. Your Directors take this opportunity to thank the regulatory Authorities and Governmental Authorities. Your Directors ajso place on record their appreciation for the contribution of all the employees of the Company in achieving the performance.

By order of the Board

FOR VEUAN DENISON LIMITED

Place: Hyderabad V. CL Janardan Rao

Date: 30-08-2013 Chairman

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Mar 31, 2012

To The Members of VELJAN DENISON LIMITED Hyderabad

The Directors take pleasure in presenting the 38th Annual Report on the affairs of the Company along with the Audited Accounts for the year ended 31st March, 2012.

1. FINANCIAL RESULTS:

Rs. In Lakhs

31-03-2012 31-03-2011 SI No. Particulars (12 Months) (18 Months)

1. Profit/Loss (PBDIT) 2117.86 3068.71

2. Less: Depreciation 328.87 492.85

3. Profit before Tax 1788.99 2575.86

4. Less: Tax 654.62 878.56

5. Profit After Tax 1134.37 1697.30

2. OPERATIONS:

During the year under report apparently the sales are 81.36 % lesser at Rs. 8269.94 Lacs as against Rs. 10163.96 Lacs in the previous year, but Previous Year sale was reported for 18 months as against 12 months in the Current Year. The Profit before tax for the year Rs. 1788.99 Lacs against Rs. 2575.86 Lacs for 18 months of Previous Year.

3. FUTURE OUTLOOK:

The prevailing Market conditions world wide may likely to increase in the Turnover and Profitability of the Company for 2012-2013.

4. DIVIDEND:

Your Company had a consistent Dividend policy that balances the dual objectives of appropriately rewarding Shareholders and retaining adequate funds, in order to maintain a healthy Capital adequacy ratio to support future growth.

Consisting with this policy and based on the Company's performance, the Directors are pleased to recommend a Dividend of Rs. 7.50 /- per equity share for the Financial Year which, if approved at the ensuing Annual General Meeting will be paid to those Members (Physical and Demat) whose names appear as Shareholders of the Company as at the end of business hours on 25.09.2012 as per particulars to be furnished for this purpose.

The Dividend payout as proposed is in accordance with the Company's policy to pay sustainable Dividend linked to long term performance, keeping in view the Capital needs for the Company's growth plans and the intent to achieve optimal financing of such plans through internal accruals.

The Dividend distributed would be tax free in the hands of the Shareholders.

5. RIGHTS ISSUE:

The offer of 4,50,000 Equity Shares of Rs. 10/- each for cash at par for every 4 (Four) Equity Shares to the existing Shareholders of the Company aggregating to Rs. 45,00,000 on Right basis, for which the subscription was fully subscribed and shares were allotted. The subject Equity Shares have since been Listed with the Bombay Stock Exchange Limited. The funds have since been utilized for the purpose mentioned in the Letter of offer.

6. RESERVES:

The Company has transferred Rs. 1.20 Crore, i.e. 10.58 % of the Current Profits to Reserves of the Company.

7. PARTICULARS OF EMPLOYEES:

There are no employees whose particulars are to be provided as required under Sec 217(2A) of the Companies Act, 1956 read with Companies (Particulars of the Employees) Rules, 1975, since none of the employees drawing a salary in excess of the limits prescribed under the above rules.

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

As required under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988, the necessary information is given in the Annexure I which is annexed to this report.

9. FIXED DEPOSITS:

Your Company has not accepted any Deposits from the Public in the terms of Sec 58Aof the Companies Act, 1956 during the year under review.

10. DIRECTORS:

Pursuant to Section 256 of the Companies Act, 1956, read with Articles of Association of the Company, Shri V. Pattabhi, Director who retire by rotation at the ensuing Annual General Meeting and being eligible offer himself for re appointment.

11. LISTING:

The Company is listed in The Bombay Stock Exchange Limited and there have been no arrears of the listing fees payable to the Stock Exchange.

12. AUDITORS:

M/s. Brahamayya & Co., Chartered Accountants, Hyderabad the existing Statutory Auditors of the Company retire at the conclusion of this Annual General Meeting and being eligible offer themselves for Reappointment. They have signified their willingness and confirmed their eligibility under the provisions of the Companies Act, 1956.

13. DIRECTORS' RESPONSIBILITY STATEMENT:

In terms of Section 217 (2AA) of the Companies Act, 1956, the Directors would like to state that:

i) In the preparation of Annual Accounts, the applicable Accounting Standards have been followed along with proper explanations relating to material departures, if any.

ii) The Directors have selected such Accounting Policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and of the Profit of the Company for the year under review;

iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safe guarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) The Directors have prepared the Annual Accounts on a going concern basis.

14. REPORT ON CORPORATE GOVERNANCE:

In accordance with the Clause 49 of the Listing Agreement, the Company has complied with all mandatory recommendations. A Report on Corporate Governance is provided elsewhere in this report.

15. ACKNOWLEDGMENTS:

Your Directors acknowledge with a deep sense of gratitude the continued support extended by Investors, Customers, Business Associates, Bankers and Vendors. Your Directors take this opportunity to thank the regulatory Authorities and Governmental Authorities. Your Directors also place on record their appreciation for the contribution of all the employees of the Company in achieving the performance.

By order of the Board

FOR VELJAN DENISON LIMITED

Place: Hyderabad V. C. Janardan Rao

Date: 03-09-2012 Chairman

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Mar 31, 2011

The Members

The Directors take pleasure in presenting the 37th Annual Report on the affairs of the Company along with the audited Accounts for the year ended 31 st March, 2011.

1. FINANCIAL RESULTS:

In order to adopt the uniform financial year ending 31st March, your company has made an application to the Registrar of Companies, Hyderabad and has obtained the approval for extension of Financial year up to 31st March, 2011. Financial results are prepared based on the extended period of 18 months for the current year produced as given below.

Rs. In Lakhs 31-03-2011 30-09-2009 Sl Particulars (18 Months) (12 Months) No. 1. Profit/Loss (PBDIT) 3068.71 1100.62

2. Less: Depreciation 492.85 263.41

3. Profit before Tax 2575.86 837.21

4. Less: Tax 878.56 365.88

5. Profit After Tax 1697.30 471.33

2. OPERATIONS:

During the year under report the sales are 241.36 % higher at Rs. 10694.25 Lacs as against Rs. 4430.90 Lacs in the previous year. The Profit before tax for the year is 307.67 % higher at Rs.2575.86 Lacs against Rs.837.21 Lacs for the previous year.

3. FUTURE OUTLOOK:

To address the capital requirements of the Company it is proposed to infuse fresh capital by way of a Rights Issue of Rs. 45 lacs in the financial year 2011 -12. This shall provide the Company with the necessary boost to develop new and better products.

The prevailing Market conditions world wide may likely to increase in the turnover and profitability of the Company for 2011-2012

4. DIVIDEND:

Your Company has had a consistent Dividend policy that balances the dual objectives of appropriately rewarding Shareholders and retaining adequate funds, in order to maintain a healthy Capital adequacy ratio to support future growth.

Consisting with this policy and based on the Company's performance, the Directors are pleased to recommend a dividend of Rs 7.50/- per equity share for the financial year which, if approved at the ensuing Annual General Meeting will be paid to those members whose names appear as shareholders of the Company as at the end of business hours on 24.08.2011 as per particulars to be furnished for this purpose.

The Dividend payout as proposed is in accordance with the Company's policy to pay sustainable Dividend linked to long term performance, keeping in view the Capital needs for the Company's growth plans and the intent to achieve optimal financing of such plans through internal accruals.

The dividend distributed would be tax free in the hands of the Shareholders.

5. RESERVES:

The Company has transferred Rs. 2 Crore, i.e. 11.78 % of the current profits to reserves of the Company.

6. PARTICULARS OF EMPLOYEES:

There are no employees whose particulars are to be provided as required under Sec 217(2A) of the Companies Act, 1956 read with Companies (particulars of the employees ) rules, 1975,since non of the employees drawing a salary in excess of the limits prescribed under the above rules.

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

As required under the Companies (Disclosure of particulars in the report of Board of Directors) Rules 1988, the necessary information is given in the Annexure I which is annexed to this report.

8. FIXED DEPOSITS:

Your Company has not accepted any deposits from the public in the terms of Sec 58A of the Companies Act, 1956 during the year under review.

9. DIRECTORS:

Pursuant to Section 256 of the Companies Act, 1956, read with Articles of Association of the Company, Shri M L Motwani and Shri G K. Kabra, Directors who retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

The Board of Directors expressed their deep condolence for the sudden demise of Shri R C Shoni, Independent Director of our Company. His services were extremely useful to the Company and he was instrumental to successfully get the problems resolved between the Company and erstwhile collaborators.

The Board of Directors have decided to reconstitute the Investors Grievances Committee with the following members.

1. Shri. V. C. Janardan Rao Chairman Non Executive Director

2. Shri.V.Pattabhi Director Independent and Non Executive Director

3. Shri.M.L.Motwani Director Independent and Non Executive Director

10. LISTING:

The Company is listed in Bombay Stock Exchange Limited and there have been no arrears of the listing fees payable to the Stock Exchange.

11. AUDITORS:

M/s. Brahamayya & Co., Chartered Accountants, Hyderabad the existing Statutory Auditors of the Company retire at the conclusion of this Annual General Meeting and being eligible offer themselves for reappointment. They have signified their willingness and confirmed their eligibility under the provisions of the Companies Act, 1956.

12. DIRECTORS' RESPONSIBILITY STATEMENT:

In terms of Section 217 (2AA) of the Companies Act, 1956, the Directors would like to state that:

i) In the preparation of Annual Accounts, the applicable Accounting Standards have been followed along with proper explanations relating to material departures, if any.

ii) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and of the Profit of the Company for the year under review;

iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safe guarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) The Directors have prepared the Annual Accounts on a going concern basis.

REPLY TO THE AUDITORS QUALIFICATION

With regard to the qualification in Auditors Report on Donations, The Company will take the appropriate action, as per the provisions of the Companies Act, 1956 and any other applicable Acts.

13. COMPLIANCE CERTIFICATE:

The Compliance Certificate as per Section 383A of the Companies Act, 1956 is provided by M/s Ravi & Subramanyam, Company Secretaries, Hyderabad forms part of this report

14. REPORT ON CORPORATE GOVERNANCE:

In accordance with the Clause 49 of the Listing Agreement, the Company has complied with all mandatory recommendations. A Report on corporate Governance is provided elsewhere in this report.

15. ACKNOWLEDGMENTS:

Your Directors acknowledge with a deep sense of gratitude the continued support extended by Investors, Customers, Business Associates, Bankers and Vendors. Your Directors take this opportunity to thank the regulatory Authorities and Governmental Authorities. Your Directors also place on record their appreciation for the contribution of all the employees of the Company in achieving the performance.

By order of the Board FOR VELJAN DENISON LIMITED

V. C. Janardan Rao Chairman

Place: Hyderabad Date: 30-07-2011

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Sep 30, 2009

The Directors take pleasure in presenting the 36th Annual Report on the affairs ol the Company along with the audited Accounts for the year ended 30th September, 2009.

1. FINANCIAL RESULTS: Rs. Lakshs SI. Particulars 30-09-2009 30-09-2008 No. 1. Profit/Loss (PBDIT) 1100.62 1625.71 2. Less: Depreciation 263.41 182.53 3. Profit before Tax 837.21 1443.18 4. Less: Tax 365.88 591.78 5. I Profit After Tax 471.33 851.40

2. OPERATIONS:

During the year under report the sales are 35.14% lower at Rs.4430.90 Lacs as against Rs. 6831.62Lacs in the previous year. The Profit before tax for the year is 0.42 % lower at Rs.837.21 Lacs against Rs. 1443.18 Lacs for the previous year, The prevailing unfavorable market conditions worldwide affected the turnover for the financial year 2008-09. However, the management intends to utilize the current financial year 2009-10 to develop new products, which will be helpful for the future growth of the company.

During the financial year the Company has changed its name from M/s.Denison Hydraulics limited to M/s Veljan Denison Limited vide resolution approved by the shareholders in the Extra Ordinary General meeting held on 17-12-2009

3. FUTURE OUTLOOK:

To address the capital requirements of the Company it is proposed to infuse fresh capital by way of a Rights Issue of Rs. 45 lacs in the financial year 2010-11. This shall provide the Company with the necessary boost to develop new and better products. From October 2009, there is a gradual increase in the turnover of the Company and your Directors expect the same to improve in the coming months too.

4. DIVIDEND

Your Directors have recommended Dividend at Rs 5.00 per share on 18,00,000 Equity Shares of Rs10/- each amounting to Rs. 90,00,000 without deduction of Income Tax for year ended 30th September, 2009.

5. RESERVES

The Company has transferred Rs. 1 crore, i.e 21.22% of the current profit to reserves of the Company.

6. PARTICULARS OF EMPLOYEES:

Particulars of the employees as required under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of the Employees) Rules, 1975 are Nil, since none of the employees is drawing a salary in excess of the limits prescribed under the above rules.

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

As required under the Companies (Disclosure of particulars in the report of Board of Directors) Rules 1988, the necessary information is given in the Annexure I which is annexed to this report.

8. FIXED DEPOSITS

The Company has not accepted any deposits from the public during the year.

9. DIRECTORS

Pursuant to Section 256 of the Companies Act, 1956, Shri R.C. Sohni and Shri. V. Pattabhi, Directors who retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

10. LISTING:

The Company is listed in Bombay Stock Exchange Limited and there have been no arrears of the listing fees payable to the Stock Exchange.

11. AUDITORS:

M/s. Brahamayya & Co., Chartered Accountants retire at the conclusion of this Annual General Meeting and being eligible offer themselves for reappointment.

12. DIRECTORS RESPONSIBILITY STATEMENT:

In terms of Section 217 (2AA) of the Companies Act, 1956, the Directors would like to state that:

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

ii) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the Profit of the company for the year under review

iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safe guarding the assets of the company and for preventing and detecting fraud and other irregularities

iv) The Directors have prepared the annual accounts on a going concern basis.

13. COMPLIANCE CERTIFICATE:

The Compliance Certificate as per Section 383Aof the Companies Act, 1956 is provided by M/s Ravi & Subramanyam, Company Secretaries, Hyderabad and forms part of this report

14. REPORT ON CORPORATE GOVERNANCE:

In accordance with the clause 49 of the Listing Agreement, the Company has complied with all mandatory recommendations. A Report on corporate Governance is provided elsewhere in this report.

15. ACKNOWLEDGMENTS:

Your directors acknowledge with a deep sense of gratitude the continued support extended by Investors, Customers, Business Associates, Bankers and Vendors. Your Directors take this opportunity to thank the regulatory Authorities and Governmental Authorities. Your directors also place on record their appreciation for the contribution of all the employees of the Company in achieving the performance.

By order of the Board FOR VELJAN DENISON LIMITED Place: Hyderabad V. C. Janardan Rao Date: 31-05-2010 Chairman