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Duncan Engineering Ltd. के निदेशक की रिपोर्ट

Mar 31, 2025

The Directors are pleased to present the 64^th Annual Report with the Audited Annual Financial Statements for the Financial Year (âFYâ) ended 31^st March, 2025 of the Duncan Engineering Limited (âthe Companyâ or âDEL").

1. Summary of Financial Results		(Rs. in Lakhs)
Particulars	2024-25	2023-24
Revenue from Operations	8471.35	6510.16
Other Income	259.28	221.08
Total Revenue	8730.63	6731.24
Profit/(Loss) Before Tax	674.76	923.58
Provision for Tax	153.69	236.20
Profit/(Loss) after Tax	521.07	687.38
Other Comprehensive Income/(loss)(Net of Tax)	1.60	0.06
Amount Available for Appropriation	522.67	687.44
Appropriation:
Interim Dividend on Equity Shares	0.00	0.00
Final Dividend for Previous Year	129.36	36.96
Balance Carried to Balance Sheet	393.31	650.48

2. Dividend

The Directors recommended a final dividend of Rs. 3.00/- (Three Rupees Only) per equity shares of Rs. 10/- each (30%) for the year ended 31^st March 2025. (Previous Year Final Dividend: Rs. 3.5/- per share). Total dividend pay-out is Rs. 110.88 Lakhs. The payment of dividend is subject to deduction of TDS at the applicable tax rate. The dividend payout is in accordance with the dividend distribution policy of the Company. The dividend distribution policy of the Company can be accessed at the website of the Company.

https://duncanengg.com/writable/uploads/documents/investors/Dividend%20Distribution%20Policy.pdf

3. Reserves

During FY 2025, the Company has not transferred any amount to the general reserve and the entire amount of profit for the year forms part of the âRetained Earningsâ.

4. Share Capital

The Authorised share capital of the Company is Rs. 5,00,00,000/- i.e. 50,00,000 nos of equity shares of Rs. 10/- each. The Issued, Subscribed & Paid-up share capital of the Company is Rs. 3,69,60,000/- i.e. 36,96,000 nos of equity shares of Rs. 10/- each. There was no issue of securities during the year.

5. Financial performance and state of the Companyâs affairs

Your Company posted sales of Rs. 8471.35 Lakhs, an increase/ (decrease) of 30.12% as compared to the previous year of Rs. 6510.16 Lakhs. Profit before tax was Rs. 674.76 Lakhs as against Rs. 923.58 Lakhs in the previous year. The profit after tax was Rs. 521.07 Lakhs as against Rs 687.38 Lakhs in the previous year.

There has been no change in business during the financial year under review. Discussion on the state of Company''s affairs is covered in the Management Discussion and Analysis.

6. Change in the Nature of the Business:

During the year under review, there was no change in the nature of business of the Company.

7. Internal Financial Controls

Your Company has an internal control system, commensurate with the size, scale, and complexity of its operations. Internal Audit is conducted throughout the organization by qualified Internal Auditors. Findings of the Internal Audit Report are reviewed by top Management and by the Audit Committee of the Board. M/s Pipalia Singhal & Associates is the Internal Auditor of the Company.

The internal financial controls with reference to financial statements as designed and implemented by the Company are adequate. During the year under review, no material or serious observations were received from the Statutory Auditors and the Internal Auditors of the Company on the efficiency or adequacy of such controls.

8. Public Deposits

Your Company has not accepted any deposits from the public or shareholders falling within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014, as amended from time to time.

9. Particulars of loans/advances/investments outstanding during the financial year

During the year under review, the company has invested in Rs.2689.54 Lakhs. The details are given in the notes to the financial statements [Note no. 9 (i)]. The Company has not granted any Loans and Guarantees covered under Section 186 of the Companies Act, 2013 & Rules thereof including amendments thereunder.

10. Report on the performance and financial position of subsidiaries, associates, and joint venture companies.

During the year under review, your Company did not have any subsidiary, associate and joint venture company. Your Company is a listed material subsidiary of Oriental Carbon & Chemicals Limited.

11. Corporate Social Responsibility

The Company recognises that effective practice of Corporate Social Responsibility (CSR) is required giving due consideration to the welfare of the community, environment and social structure that it operates in and that of the country including focus welfare areas identified by the State and Central Governments. The focus areas taken in the policy are education, health care and family welfare, environmental safety, contribution to any relief fund setup by the Government of India and any State Government.

The Company has adopted the Corporate Social Responsibility Policy in line with the Companies (Corporate Social Responsibility Policy) Rules, 2014 as amended from time to time. The Report on CSR activities is annexed herewith as Annexure A.

12. Auditors and their ReportsA. Statutory Audit

At the Annual General Meeting held on July 29, 2020, the members have approved the appointment of M/s S S Kothari Mehta & Co. LLP (earlier known as M/s S S Kothari Mehta & Co.) Chartered Accountants, (Registration No. 000756N/N500441) as a Statutory Auditor of the Company for a period of five consecutive years up to the conclusion of 64th Annual General Meeting to be held in the calendar year 2025.

The Board of Directors have recommended to the shareholders to re-appoint M/s. S S Kothari Mehta & Co. LLP, Chartered Accountants, (Registration No. 000756N/N500441) as the Statutory Auditors of the Company for the second and final term of 5 consecutive years and determine their remuneration.

The Company has received a certificate from the said Auditors that they are eligible to hold office as the Auditors of the Company and are not disqualified in accordance with the provisions of the Companies Act, 2013 and Listing Regulations 2015.

Statutory Audit Report

The Auditorâs Reports on the Financial Statements for the financial year ended March 31,2025, does not contain any qualification, reservation or adverse remark requiring any explanations / comments by the Board of Directors.

There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and/or Board under Section 143(12) of Act & Rules thereof including amendments thereunder.

B. Secretarial Audit

As required under the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors appointed M/s S. Vaishnav & Associates, Company Secretary in Practice (Firm Registration No. S2025MH 1008500) to conduct Secretarial Audit of the Company for the year ended 31^st March 2025.

Pursuant to SEBI (Listing Obligation and Disclosure Requirement) (Third Amendment) Regulations, 2024, every listed entity needs to appoint a Secretarial Auditor who is Peer Reviewed and who is a Company Secretary or a firm of Company Secretary(ies) in practice, for not more than one term of five consecutive years, respectively, with the approval of shareholders in Annual General Meeting.

The Board of Directors have recommended to the shareholders to appoint M/s. S. Vaishnav & Associates, Practicing Company Secretaries, as the Secretarial Auditors of the Company for a term of Five Consecutive Years starting from FY 2025-2026 and ending on FY 2029-2030.

Secretarial Audit Report

The Secretarial Audit Report is enclosed as a part of this Report as Annexure B. The Secretarial Audit Report has observation/remark which are self-explanatory. There are no qualifications, reservations, or adverse remarks in the said Report for FY 2024-25.

C. Cost Record & Audit

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, as amended from time to time, the cost audit records maintained by the Company for FY 2024-25 are not required to be audited.

13. Board of Directors and Key Managerial Personnel

A. Changes in the Directors & Key Managerial Personnel (KMP)

i. During the financial year 2024-25

- Mr. OP Dubey (DIN: 00228441) ceased to be Non-Executive & Independent Director of the Company w.e.f.

15.07.2024 due to completion of second term of five years as a Non-Executive & Independent Director of the Company.

- Mr. Nitin Kaul (DIN: 01718619) ceased to be Non-Executive & Independent Director of the Company w.e.f.

15.07.2024 due to completion of second term of five years as a Non-Executive & Independent Director of the Company.

- Mr. Arvind Goenka (DIN: 00135653) who retires by rotation, being eligible, was re-appointed as NonExecutive Director and Chairman of the Company.

- The Members of the Company through Postal Ballot completed on 28th November 2024, approved the appointment of Dr. Dharmendra Singh Gangwar (DIN: 08299862) as âNon-Executive Independent Directorâ for first term of 5 (five) consecutive years with effect from 18th October 2024.

The above changes in the Directors of the Company were placed before and approved by the Board of Directors on the recommendation of the Nomination & Remuneration Committee and Audit Committee, where necessary. The Company has filed with BSE Limited necessary disclosures for the above events as per the prescribed timelines.

ii. During the financial year 2025-26

- Ms. Sayalee Yengul tendered her resignation as the Company Secretary & Compliance Officer of the Company. She was relieved from her duties w.e.f. 11.04.2025.

- The Board of Directors approved the appointment Ms. Shanu Gupta as Company Secretary and Compliance Officer of the Company w.e.f. May 16, 2025.

- Mr. Akshat Goenka who retires by rotation, being eligible, has offered himself for re-appointment as NonExecutive Director of the Company. The resolution seeking approval of the Members by ordinary resolution for the same, has been incorporated in the Notice of the forthcoming Annual General Meeting of the Company.

The Company has filed with BSE Limited necessary disclosures for the above events as per the prescribed timelines.

The Board of Directors considers that the above-mentioned director possess the requisite expertise and experience (including the proficiency) and they are persons of high integrity and repute and accordingly approved/recommended their appointment subject to the approval of the Members of the Company.

The brief resumes and other details relating to the Directors who are proposed to be appointed / re-appointed, as required to be disclosed under Listing Regulations 2015 including amendments thereunder, forms part of the Notice of forthcoming Annual General Meeting.

B. Compliance of Code of Conduct for Directors and Senior Management Personnel.

Declaration on compliance with the Code of Conduct is received from Directors and Senior Management Personnel.

The Code of Conduct for Directors and Senior Management Personnel is displayed on the Companyâs website. The Managing Director of the Company has given a declaration that all Directors and Senior Management Personnel affirmed compliance with the code of conduct with reference to the financial year ended on 31st March 2025. The declaration is annexed to the Corporate Governance Report as Annexure A.

C. Remuneration of Managing Director:

Mr. Akshat Goenka, Managing Director of the Company, received a remuneration of ''110.00 lakhs during the year. He also serves as Joint Managing Director of OCCL Limited, from which he received ''159.08 lakhs as remuneration and ''0.15 lakhs as sitting fees for the period April 2024 to June 2024.

Additionally, Mr. Goenka served as the Managing Director of Oriental Carbon & Chemicals Limited until June 2024, after which he assumed the role of Non-Executive Director. For the financial year ended March 31,2025, he received ''45.23 lakhs as remuneration and ''80.00 lakhs as commission from Oriental Carbon & Chemicals Limited.

The re-appointment and remuneration of Mr. Akshat Goenka as Managing Director of the Company for the period from February 9, 2022 to February 8, 2027, were approved by the shareholders through special resolutions passed at the Annual General Meetings held on July 23, 2021, and July 27, 2023. He is also designated as a Key Managerial Personnel of the Company.

During the financial year 2024-25, at the 63rd Annual General Meeting held on July 22, 2024, the shareholders approved an alteration in the terms of appointment of Mr. Akshat Goenka with respect to his retirement by rotation.

D. Declaration by Independent Directors

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under Section 149 (7) of the Companies Act, 2013 & Rules thereof including amendments thereunder and Regulation 16(1)(b) & 25(8) of Listing Regulations 2015 including amendments thereunder.

The Company has also received declarations from all the Independent Directors of the Company confirming that they have complied with the Code for Independent Directors as prescribed in Schedule IV to the Companies Act 2013 including amendments thereunder. The said Code is available on the Companyâs website.

All the Independent Directors of the Company have enrolled themselves in the data bank with the âIndian Institute of Corporate Affairsâ, New Delhi, India and eligible Independent Directors have completed the proficiency test.

E. Performance Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Regulation 25(3) & (4) of the Listing Regulations 2015, the Independent Directors in their meeting held on January 24, 2025 have evaluated the performance of Non-Independent Directors, Chairperson of the Company after considering the views of the Executive and Non-Executive Directors, Board as a whole and assessed the quality, quantity and timeliness of flow of information between the Companyâs Management and the Board.

The Nomination and Remuneration Committee has also carried out evaluation of performance of every Director of the Company. Based on evaluation made by the Independent Directors and the Nomination and Remuneration Committee and by way of individual and collective feedback from the Non-Independent Directors, the Board has carried out the annual performance evaluation of the Directors individually as well as evaluation of the working of the Board as a whole and Committees of the Board.

Feedback was sought by way of a structured questionnaire covering various aspects of the Boardâs functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance and the evaluation was carried out based on responses received from the Directors. The manner in which the evaluation has been carried out is explained in the Corporate Governance Report.

The Independent Directors are regularly updated on industry & market trends, plant process, and operational performance of the Company, etc., through presentations in this regard. They are also periodically kept aware of the latest developments in the Corporate Governance, their duties as directors and relevant laws.

The Directors expressed their satisfaction with the evaluation process. The result of evaluation was satisfactory and meets the requirements of the Company.

F. Directorâs Responsibility Statement

Pursuant to Section 134 of the Companies Act, 2013, including rules made thereof and amendments thereunder, the Directors state that,

a) In the preparation of the annual accounts for the financial year ended 31st March 2025, the applicable Accounting Standards have been followed and that no material departures have been made from the same.

b) They have selected such accounting policies, and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March 2025, and of the profit of the Company for the year ended on that date;

c) They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, including rules made thereof and amendments thereunder, for safeguarding assets of the Company and for preventing and detecting fraud and other irregularities.

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

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

f) They have devised proper systems to ensure compliance with provisions of all applicable laws and such systems are adequate and operating effectively.

14. Disclosure related to the Board, Committees and Policies

A. Board and Committee Meetings

During the year (4) four Board Meetings were convened and held on May 15, 2024, July 24, 2024, October 18, 2024, and January 24, 2025. On January 24, 2025, a separate meeting of Independent Directors was held. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013. The details of Board Meetings and attendance of each Director is provided in the Corporate Governance Report.

The Composition of Committees of the Board viz. Audit Committee, Nomination and Remuneration Committee, and Stakeholdersâ Relationship Committee, their meetings and attendance of Committee members, forms part of the Report on Corporate Governance. During the year under review, the Board has accepted all the recommendations given by the Committees of the Board, which are mandatorily required.

B. Nomination and Remuneration Policy

The Board of Directors, on the recommendation of the Nomination & Remuneration Committee, has adopted a policy that lays guidelines for selection and appointment of Directors, Key Managerial Personnel and Senior Management personnel together with their remuneration. The Nomination and Remuneration Policy is available on the website of the https://duncanengg.com/writable/uploads/documents/investors/Remuneration-Policy.pdf

C. Vigil Mechanism/Whistle Blower Policy

The Company has adopted a Vigil Mechanism / Whistle Blower Policy. The Policy provides a mechanism for employees of the Company and other persons dealing with the Company to report to the Chairman of the Audit Committee any instance of unethical behaviour, actual or suspected fraud or violation of the Company''s code of conduct or leakage of Unpublished Price Sensitive Information (UPSI), by any person, who is in possession of UPSI, to any other person in any manner whatsoever, except as otherwise permitted under the SEBI (Prohibition of Insider Trading) Regulations or any other instance.

No person has been denied access to the Audit Committee in this regard. There were no complaints filed / pending with the Company during the year. The Policy is uploaded on the Companyâs website. The Policy is available on the website at: https://duncanengg.com/writable/uploads/documents/investors/Vigil%20Mechanism%20And%20Whistle%20Blower%20Policy.pdf

D. Risk Management

The Board of Directors of the Company looks into the element of risk associated with the Company. At present the company has not identified any element of risk which in the opinion of the Board may threaten the existence of the Company. However, risks like uneven demand-supply, labour unrest, high employee turnover ratio etc. may adversely affect the performance of the Company in the upcoming financial year.

The Risk Assessment is also discussed in the Management Discussion and Analysis.

E. Policy on Prevention of Sexual Harassment (POSH)

The Company has in place a Policy for POSH at workplace. This inter alia provides a mechanism for the resolution, settlement or prosecution of acts or instances of sexual harassment at work and ensures that all employees are treated with respect and dignity. The Company has complied with the provisions relating to the constitution of internal complaints committee under the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013.

There were no complaints filed / pending with the Company during the year.

F. Safety & Health

Maintaining a safe and secure work environment for our workforce and visiting stakeholders has remained the Companyâs foremost priority right from the beginning. The Company initiated a response to safeguard employees at its plant and office. The Company believes that a safe and non-toxic workplace is the right of every working professional, irrespective of the industry and providing the same is our duty.

15. OTHER DISCLOSURESA. Annual Return

As required under Section 92(3) read with section 134(3)(a) of the Companies Act 2013 read with rule 12 of the Companies (Management and Administration) Rules, 2014 including amendments thereunder, the Annual Return filed with the Ministry of Corporate Affairs (MCA) for the Financial Year 2023-24 is available on the (Web-link: https://duncanengg.com/writable/uploads/documents/investors/Annual%20Return%2031-03-2024.pdf) and the Annual Return for Financial Year 2024-25 will be made available on the website of the Company once it is filed with the MCA.

B. Management Discussion & Analysis and Report on Corporate Governance

The Management Discussion and Analysis Report and the Report on Corporate Governance as required under Listing Regulations 2015, including amendments thereunder, forms part of this Annual report.

A Certificate from the Secretarial Auditor of the Company regarding compliance with conditions of corporate governance as required under Listing Regulations 2015, including amendments thereunder, also forms part of this Annual Report as Annexure.

C. Managing Director and Chief Financial Officer Certification

Pursuant to Regulation 17(8) of the Listing Regulations 2015, including amendments thereunder, the Managing Director and Chief Financial Officer certification as specified in Part B of Schedule II thereof is annexed to the Corporate Governance Report. The Managing Director and the Chief Financial Officer also provide quarterly certification on Financial Results while placing the Financial Results before the Board in terms of Regulation 33 of the Listing Regulations 2015.

D. Compliance of Secretarial Standards

The Company has complied with all applicable mandatory Secretarial Standards on Meetings of the Board of Directors and on General Meetings issued by the Institute of Company Secretaries of India

E. Insider Trading Regulations

Based on the requirements under the SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time, the Code of Conduct for prevention of insider trading is in force in your Company. The Company has adopted the Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information in compliance with Chapter IV of the said Regulations and the same is also available on the Companyâs website www.duncanengg.com

F. Conservation of Energy, Technology Absorption, Exports and Foreign Exchange Earnings and Outgo

As required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 (3) of the Companies (Accounts) Rules 2014, the information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo is annexed to this Report as Annexure C.

G. Particulars of Employees and Remuneration

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 including amendments thereunder, is annexed to this Report as Annexure D.

H. Investor Education & Protection Fund

Pursuant to the provisions of Sections 124 and 125 of the Companies Act, 2013 and Rules thereunder, including amendments thereof, any money transferred to the unpaid dividend account, which remains unpaid or unclaimed for 7 years from the date of such transfer is required to be transferred to the ''Investor Education and Protection Fund (IEPF)''.

Pursuant to the provisions of IEPF (Accounting, Audit, Transfer, and Refund) Rules, 2016 and its amendments thereon, all shares in respect of which the dividend has not been paid or claimed for 7 consecutive years or more, are required to be transferred to IEPF.

The dividend till the year 2009-10 which remained unpaid or unclaimed for 7 years has been transferred to the IEPF Authority (IEPF Account). All shares in respect of which dividend has remained unpaid or unclaimed for 7 consecutive years are also transferred to the IEPF Authority. The company has not declared dividends from the financial year 201011 till financial year 2021-22.

Members may note that unclaimed dividend and shares transferred to the IEPF Authority can be claimed back by them by following the procedure prescribed in the Rules.

The Company has appointed Mr. Kamal Saria, Chief Financial Officer as Nodal Officer under the provisions of IEPF Rules. Details of the Nodal Officer are available on the website of the Company i.e., www.duncanengg.com

I. No pending proceeding under Insolvency and Bankruptcy Code, 2016

The Board confirms that there is no proceeding pending under the Insolvency and Bankruptcy Code, 2016 and that there is no instance of one time settlement with any Bank or Financial Institution, during the year under review.

J. Related Party Transactions

All related party transactions that were entered into during the Financial Year 2024-25 were on an armâs length basis and in the ordinary course of business. Hence, there are no transactions to be reported in Form AOC-2. None of the related party transactions entered into by the Company, were materially significant, warranting membersâ approval under Listing Regulations 2015 including amendments thereunder.

The Audit Committee had granted the omnibus approval for the proposed transactions with Related Party during financial year 2024-25, which are reviewed on quarterly basis by the Audit Committee and the Board of Directors.

The policy on Related Party Transactions is uploaded on the Companyâs website. The disclosures as per IND-AS 24 for transactions with related parties are provided in the Financial Statements of the Company.

K. Accounting Treatment

The Accounts for the year have been prepared as per Indian Accounting Standards (Ind AS) and all the current year and previous year figures have been re-stated accordingly. No treatment different from that prescribed in Accounting Standards (Ind AS) has been followed by the Company.

L. Credit Rating

List of all credit ratings obtained by the Company during the financial year for all debt instruments or any fixed deposit programme or any scheme or proposal involving mobilization of funds, whether in India or abroad is not applicable to the Company.

During the year under review, the Company received credit ratings from ICRA Limited. The Rating Committee of ICRA Limited, after due consideration, assigned a long-term rating of [ICRA] BBB (Stable) and short-term rating of [ICRA]A2.

M. Research and Development

Research & Development is fundamental to the Companyâs efforts to maintain the technical and quality edge for the products. New Product Development is one of priorities of the Company. The company will concentrate on allocating its resources to develop an experienced team of professionals, and work on a roadmap to introduce market specific new products. Customization remains as one of core strengths of the Company, so it will continue to customize its products to cater the needs of customers.

N. Material Changes

There have been no material changes and commitments, affecting the financial position of the Company which have occurred between the end of the Financial Year of the Company to which the Financial Statements relate and the date of this Report.

O. Disclosure of orders passed by Regulators or Courts or Tribunal

During the year under review, your Company has not received any order from Regulators, Courts or Tribunals, which may impact the going concern status or the operations of the Company in future.

P. Disclosure relating to equity shares with differential rights

The Company has not issued any equity shares with differential rights during the year under review and hence no information as per provisions of Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

Q. Environment

As part of our endeavor to protect the environment, the Company is making efforts to increase the green cover through sapling plantation on one hand and enhancing the environmental awareness levels amongst employees on the other hand. The Company planted saplings of indigenous varieties in barren land within the factory premises and ensured their survival.

R. Pollution Control

Your Companyâs Plant has the requisite consent to operate from Maharashtra Pollution Control Board and meets all the applicable statutory norms.

S. Statutory Compliance, Strictures and Penalties

The Company has complied with rules and regulations prescribed by the Bombay Stock Exchange, Securities Exchange Board of India and any other statutory authority relating to capital market.

16. Acknowledgements

The Directors take this opportunity to thank the employees, customers, suppliers, bankers, business partners, other regulatory agencies and wish to acknowledge with gratitude and place on record their sincere appreciation for the excellent support given by them to the Company and their confidence in its Management. Your directors would also like to thank the members of the Company for reposing their confidence and faith in the Company and its Management.

Mar 31, 2024

The Directors are pleased to present the 63^rd Annual Report with the Audited Annual Financial Statements for the Financial Year ended 31^st March, 2024 of the Duncan Engineering Limited (âthe Companyâ or âDEL").

1. Summary of Financial Results

(INR. in Lakhs)
Particulars	2023-24	2022-23
Revenue from Operations	6510.16	7009.52
Other Income	221.08	148.61
Total Revenue	6731.24	7158.13
Profit/(Loss) Before Tax	923.58	1292.72
Provision for Tax	236.20	302.37
Profit/(Loss) after Tax	687.38	990.35
Other Comprehensive Income/(loss)(Net of Tax)	0.06	(16.19)
Amount Available for Appropriation	687.44	974.16
Appropriation:
Interim Dividend on Equity Shares	0.00	0.00
Final Dividend for Previous Year	36.96	0.00
Balance Carried to Balance Sheet	650.48	974.16

2. Dividend

The Directors recommended a final dividend of 35% (Rs. 3.50/- per share) for the year ended 31^st March 2024. (Previous Year Final Dividend: Re. 1/- per share). Total dividend pay-out is Rs. 129.36 Lakhs. The payment of dividend is subject to deduction of TDS at the applicable tax rate.

In terms of Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 including amendments thereunder, the Dividend Distribution Policy is not applicable to the Company.

3. Share Capital

4. Financial performance and state of the Companyâs affairs

Your Company posted sales of Rs. 6510.16 Lakhs, an decrease of 7.12 % as compared to the previous year of Rs. 7009.52 Lakhs. Profit before tax was Rs. 923.58 Lakhs as against Rs. 1292.72 Lakhs in the previous year. The Profit After Tax was Rs. 687.38 Lakhs as against Rs 990.35 Lakhs in the previous year.

There has been no change in business during the financial year under review. Discussion on the state of Company''s affairs is covered in the Management Discussion and Analysis.

5. Internal Financial Controls

Your Company has an internal control system, commensurate with the size, scale, and complexity of its operations. Internal Audit is conducted throughout the organization by qualified Internal Auditors. Findings of the Internal Audit Report are reviewed by top Management and by the Audit Committee of the Board. Pipalia Singhal & Associates is the Internal Auditor of the Company.

6. Public Deposits

7. Particulars of loans/advances/investments outstanding during the financial year

During the year under review, the company has invested in Rs. 2302.35 Lakhs. The details are given in the notes to the financial statements [Note no. 9 (i)]. The Company has not granted any Loans and Guarantees covered under Section 186 of the Companies Act, 2013 & Rules thereof including amendments thereunder.

8. Report on the performance and financial position of subsidiaries, associates, and joint venture companies.

During the year under review, your Company did not have any subsidiary, associate and joint venture company. Your Company is a listed material subsidiary of Oriental Carbon & Chemicals Limited.

9. Corporate Social Responsibility

10. Auditors and their ReportsA. Statutory Audit

At the Annual General Meeting held on July 29, 2020, the members have approved the appointment of S S Kothari Mehta & Co. LLP (earlier known as S. S. Kothari Mehta & Co.) Chartered Accountants, (Registration No. 000756N/N500441) as a Statutory Auditor of the Company for a period of five consecutive years up to the conclusion of 64^th Annual General Meeting to be held in the calendar year 2025.

Statutory Audit Report

The Auditorâs Reports on the Financial Statements for the financial year ended March 31,2024, does not contain any qualification, reservation or adverse remark requiring any explanations / comments by the Board of Directors.

B. Secretarial Audit

As required under the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors appointed Shaswati Vaishnav & Associates, Company Secretary in Practice (Membership No: 11392) to conduct Secretarial Audit of the Company for the year ended 31^st March 2024.

The Secretarial Audit Report is enclosed as a part of this Report as Annexure B. Mrs. Shaswati Vaishnav, Company Secretary in Practice in her Secretarial Audit Report has provided observation/remark which are self-explanatory. There are no qualifications, reservations, or adverse remarks in the Secretarial Audit Report for FY 2023-24.

C. Cost Record & Audit

11. Board of Directors and Key Managerial PersonnelA. Changes in the Directors & Key Managerial Personnel (KMP)i. During the financial year 2023-24

- Mr. JP Goenka (DIN 00136782) retired by rotation at the Annual General Meeting held on 27^th July 2023, as he did not offer himself for re-appointment.

- The Members of the Company in the Annual General Meeting held on 27^th July 2023, approved the appointment of Mr. Mahesh Krishna (DIN: 00909208) as âNon-Executive Independent Directorâ for first term of 5 (five) consecutive years with effect from 16th May 2023.

- The Members of the Company in the Annual General Meeting held on 27^th July 2023, approved the appointment of Ms. Sheila Singla (DIN: 02266630) as âNon-Executive Independent Directorâ for first term of 5 (five) consecutive years with effect from 27^th July 2023.

ii. During the financial year 2024-25

- Mr. OP Dubey (DIN: 00228441) ceases to be Non-Executive & Independent Director of the Company w.e.f.

15.07.2024 due to completion of second term of five years as a Non-Executive & Independent Director of the Company.

- Mr. Nitin Kaul (DIN: 01718619) ceases to be Non-Executive & Independent Director of the Company w.e.f.

15.07.2024 due to completion of second term of five years as a Non-Executive & Independent Director of the Company.

- Mr. Arvind Goenka who retires by rotation, being eligible, has offered himself for reappointment as Non-Executive Director of the Company. The resolution seeking approval of the Members by ordinary resolution for the same, has been incorporated in the Notice of the forthcoming Annual General Meeting of the Company.

The Company has filed with BSE Limited necessary disclosures for the above events as per the prescribed timelines.

The brief resumes and other details relating to the Directors who are proposed to be appointed / re-appointed, as required to be disclosed under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 including amendments thereunder, forms part of the Notice of Annual General Meeting.

B. Compliance of Code of Conduct for Directors and Senior Management Personnel.

Declaration on compliance of Code of Conduct is received from Directors and Senior Management Personnel.

The Code of Conduct for Directors and Senior Management Personnel is displayed on the Companyâs website. The Managing Director of the Company has given a declaration that all Directors and Senior Management Personnel affirmed compliance with the code of conduct with reference to the financial year ended on 31^st March 2024. The declaration is annexed to the Corporate Governance Report as Annexure A.

C. Remuneration of Managing Director:

Mr. Akshat Goenka, Managing Director of the Company who is also serving as Joint Managing Director of the Oriental Carbon & Chemicals Limited (OCCL), Holding Company of Duncan Engineering Limited (DEL) received a remuneration of Rs. 100 Lakhs from DEL and Rs. 239.65 Lakhs as remuneration from OCCL for the year ended March 31,2024. The details of the above remuneration are given in the Corporate Governance Report.

The re-appointment and remuneration of Mr. Akshat Goenka as Managing Director of the Company w.e.f. 09.02.2022 to 08.02.2027 was approved by the Shareholders vide special resolution passed at the Annual General Meeting of the Company held on 23.07.2021 and 27.07.2023. He is also designated as the Key Managerial Personnel of the Company.

D. Declaration by Independent Directors

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under Section 149 (7) of the Companies Act, 2013 & Rules thereof including amendments thereunder and Regulation 16(1)(b) & 25(8) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 including amendments thereunder.

E. Performance Evaluation

The Directors expressed their satisfaction with the evaluation process. The result of evaluation was satisfactory and meets the requirements of the Company.

F. Directorâs Responsibility Statement

Pursuant to Section 134 of the Companies Act, 2013, including rules made thereof and amendments thereunder, the Directors state that,

a) In the preparation of the annual accounts for the financial year ended 31^st March 2024, the applicable Accounting Standards have been followed and that no material departures have been made from the same.

b) They have selected such accounting policies, and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31^stMarch 2024, and of the profit of the Company for the year ended on that date;

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

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

f) They have devised proper systems to ensure compliance with provisions of all applicable laws and such systems are adequate and operating effectively.

12. Disclosure related to the Board, Committees and PoliciesA. Board and Committee Meetings

During the year four Board Meetings were convened and held on May 16, 2023, July 28, 2023, October 17, 2023, and January 23, 2024. On January 23, 2024, a separate meeting of Independent Directors was held. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013. The details of Board Meetings and attendance of each Director is provided in the Corporate Governance Report.

B. Nomination and Remuneration Policy

https://www.duncanengg.com/sites/default/files/Policv%20Procedures%20and%20other%20Compliances/Remuneration%20Policv 0.pdf).

C. Vigil Mechanism/Whistle Blower Policy

https://www.duncanengg.com/sites/default/files/Policv%20Procedures%20and%20other%20Compliances/Vigil%20Mechanism%20And%20Whistle%20Blower%20Policv 0.pdf).

D. Risk Management

The Board of Directors of the Company looks into the element of risk associated with the Company. At present the company has not identified any element of risk which in the opinion of the Board may threaten the existence of the Company. However, risks like uneven demand-supply, labour unrestâ, high employee turnover ratio etc. may adversely affect the performance of the Company in the upcoming financial year.

The Risk Assessment is also discussed in the Management Discussion and Analysis.

E. Policy on Prevention of Sexual Harassment (POSH)

The Company has in place a Policy for prevention of sexual harassment at workplace. This inter alia provides a mechanism for the resolution, settlement or prosecution of acts or instances of sexual harassment at work and ensures that all employees are treated with respect and dignity. The Company has complied with the provisions relating to the constitution of internal complaints committee under the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013.

There were no complaints filed / pending with the Company during the year.

F. Safety & Health

In last four financial years the Company rose through various challenges posed by COVID-19 pandemic. The Company initiated a response to safeguard employees at its plant and office. Social distancing and sanitization norms were established as per government guidelines. The management stayed in touch with its employees through virtual meetings. Rapid Antigen Test were carried out within Companyâs Plant premises. The Company collaborated with a

private hospital through MIDC to provide COVID-19 vaccine free of cost to all its eligible employees, including third party contract employees.

13. OTHER DISCLOSURESA. Annual Return

As required under Section 92(3) read with section 134(3)(a) of the Companies Act 2013 read with rule 12 of the Companies (Management and Administration) Rules, 2014 including amendments thereunder, the Annual Return filed with the Ministry of Corporate Affairs (MCA) for the Financial Year 2022-23 is available on the (Web-link: https://www.duncanengg.com/sites/default/files/Annual%20Return%20FY%202022-23.pdf) and the Annual Return for Financial Year 2023-24 will be made available on the website of the Company once it is filed with the MCA.

B. Management Discussion & Analysis and Report on Corporate Governance

The Management Discussion and Analysis Report and the Report on Corporate Governance as required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, including amendments thereunder, forms part of this Annual report.

A Certificate from the Secretarial Auditor of the Company regarding compliance with conditions of corporate governance as required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, including amendments thereunder, also forms part of this Annual Report.

C. Managing Director and Chief Financial Officer Certification

Pursuant to Regulation 17(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, including amendments thereunder, the Managing Director and Chief Financial Officer certification as specified in Part B of Schedule II thereof is annexed to the Corporate Governance Report. The Managing Director and the Chief Financial Officer also provide quarterly certification on Financial Results while placing the Financial Results before the Board in terms of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

D. Compliance of Secretarial Standards

The Company has complied with all applicable mandatory Secretarial Standards issued by the Institute of Company Secretaries of India, New Delhi.

E. Insider Trading Regulations

F. Conservation of Energy, Technology Absorption, Exports and Foreign Exchange Earnings and Outgo

G. Particulars of Employees and Remuneration

H. Investor Education & Protection Fund

Members may note that unclaimed dividend and shares transferred to the IEPF Authority can be claimed back by them by following the procedure prescribed in the Rules.

I. No pending proceeding under Insolvency and Bankruptcy Code, 2016

The Board confirms that there is no proceeding pending under the Insolvency and Bankruptcy Code, 2016 and that there is no instance of onetime settlement with any Bank or Financial Institution, during the year under review.

J. Related Party Transactions

All related party transactions that were entered into during the Financial Year 2023-24 were on an armâs length basis and in the ordinary course of business. Hence, there are no transactions to be reported in Form AOC-2. None of the related party transactions entered into by the Company, were materially significant, warranting membersâ approval under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 including amendments thereunder.

The Audit Committee had granted the omnibus approval for the proposed transactions with Related Party during financial year 2023-24, which are reviewed on quarterly basis by the Audit Committee and the Board of Directors.

The policy on Related Party T ransactions is uploaded on the Companyâs website. The disclosures as per IND-AS 24 for transactions with related parties are provided in the Financial Statements of the Company.

K. Accounting Treatment

L. Credit Rating

M. Research and Development

N. Material Changes

O. Disclosure of Orders passed by Regulators or Courts or Tribunal

During the year under review, your Company has not received any order from Regulators, Courts or Tribunals, which may impact the going concern status or the operations of the Company in future.

P. Disclosure relating to equity shares with differential rights

Q. Environment

As part of our endeavor to protect environment, the Company is making efforts to increase the green cover through sapling plantation on one hand and enhancing the environmental awareness levels amongst employees on the other hand. The Company planted saplings of indigenous varieties in barren land within the factory premises and ensured their survival.

R. Pollution Control

Your Companyâs Plant has the requisite consent to operate from Maharashtra Pollution Control Board and meets all the applicable statutory norms.

S. Statutory Compliance, Strictures and Penalties

The Company has complied with rules and regulations prescribed by the Bombay Stock Exchange, Securities Exchange Board of India and any other statutory authority relating to capital market.

14. Acknowledgements

The Directors thank the employees, customers, suppliers, bankers, business partners, other regulatory agencies and wish to acknowledge and place on record their sincere appreciation for the excellent support given by them to the Company and their confidence in its Management. Your Directors would also like to thank the members of the Company for reposing their confidence and faith in the Company and its Management.

Mar 31, 2019

Duncan Engineering Limited

The Directors have pleasure in presenting the Fifty Eighth Annual Report of the Company on the business and operations of the Company, together with the Audited Financial Statements for the year ended March 31, 2019.

Financial Results

The Company''s performance during the financial year ended March 31, 2019 as compared to the previous financial year is summarized below:

(Rs. in Lacs)

Particulars	2018-19	2017-18
Total Revenue	4512.24	4097.16
Total Expenses	-4209.57	(4089.13)
Profit/(Loss) before Tax	302.67	8.03
Profit/(Loss) from continuing operations before Tax	302.67	8.03
Tax Expenses (Current Tax)	32.17	0
Profit/(Loss) from continuing operations after Tax	270.50	8.03
Profit/(Loss) from discontinuing operations before Tax	0	4.41
Tax Expenses (Current Tax)
Profit/(Loss) from discontinuing operations after Tax	0	4.41
Profit/(loss) for the year	270.50	12.44

Dividend

The Board of Directors have not recommended to declare any dividend in order to conserve the fund for the growth of the Company.

Transfer to Reserves

Your Board of Directors propose to transfer Rs. 270.50 Lacs to General Reserve.

Performance

The overall performance of the Company is satisfactory in the year 2018-19. Major restructuring initiatives undertaken by the Board of Directors in last 2-3 years, yielded positive results improving overall performance of the Company. Your company has registered a total revenue of Rs. 4512.24 Lacs with a profit/ (loss)for the year Rs. 270.50 Lacs.The Company has registered a growth of 10% (Rs. 415 Lacs) in comparison to the total revenue of FY 2017-18.

The focus during the year was on streamlining the working capital of the Company which has yielded positive results.

The demand in the market continues to be stable and the Company is hopeful of encasing the growth opportunities available in the coming years.

Operations

Your Company has registered a growth of 10% (Rs. 415 Lacs) in comparison to the total revenue from 2017-18.This was achieved in spite of initiative to correct the working capital cycle and cost reduction initiatives.

Report on performance and financial position of subsidiaries, associates and joint venture companies

During the year under review, your Company did not have any subsidiary, associate and joint venture.

Internal Financial Controls

The Company has an internal control system, commensurate with the size, scale and complexity of its operations. The Scope and authority of the Internal Audit (IA) is as per the works assigned to them by the management. To maintain its objectivity and independence, Internal Audit function reports to the chairman of the Audit Committee of the Board. M/s Pipalia Singhal & Associates are the Internal Auditor of the Company.

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

Public Deposits

The Company has not accepted any fixed deposits from the public or shareholders falling within the ambit of Section 73 of the Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules, 2014.

Particulars of loans/advances/investments outstanding during the financial year

The company has not given any loans or guarantees covered under the provisions of section 186 of the Companies Act, 2013. The details of the Investments made and loan taken by company is mentioned in the Notes to the financial statements.

AUDITORS ANDTHEIR REPORTS

The matters related auditors and their reports are as under:

Statutory Auditor''s appointment

At the Annual General Meeting held on August 3^rd, 2017, the Members have approved the appointment of M/s Singhi & Co. Chartered Accountants, Mumbai as a Statutory Auditor of the Company for a period of three consecutive years i.e. for a term up to the conclusion of 59th Annual General Meeting to be held in the calendar year 2020.

The Company has received a certificate from the said Auditors that they are eligible to hold office as the Auditors of the Company and are not disqualified for being so appointed.

Observations of Statutory Auditors on Financial Statements for the year ended March 31, 2019

The observation made in the Auditors Report, read together with the relevant notes thereon are self-explanatory and hence does not call for any comments.

Secretarial Audit

As required under the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s Shaswati Vaishnav & Associates, Company Secretary in Practice has undertaken the Secretarial Audit of the Company for the year ended 31^st March 2019. The Secretarial Audit Report is annexed herewith in Form No. MR-3. There are no qualifications, reservation or adverse remarks or disclaimer made by the auditor in the report save and except disclaimer made by them in discharge for their professional obligation.

MATTERS RELATEDTO DIRECTORS AND KEY MANAERGIAL PERSONNEL

Board of Directors and Key Managerial Personnel (KMP)

The following three persons were formally appointed as Key Managerial Personnel of the Company as per the provisions of Sec 203 of the Companies Act, 2013.

a) Mr. Akshat Goenka, Managing Director

b) Mr. K Raghu Raman, Chief Financial Officer

c) Mr. Rajib Kumar Gope, Company Secretary

In accordance with the provisions of the Companies Act, 2013 and in terms of the Memorandum and Articles of Association of the Company, Mr J P Goenka (holding DIN 00136782) is liable to retire by rotation and being eligible for re-appointment, offer himself for re-appointment. Your Directors have proposed his re-appointment as set out in the notice of AGM.

Based on the recommendation of the Nomination and Remuneration Committee and pursuant to the provisions of Sections 149, 150, 152 , 178 and any other applicable provisions of the Companies Act, 2013 and the rules made thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force) read with Schedule IV to the Companies Act, 2013, the Companies (Appointment and Qualification of Directors) Rules, 2014 and Regulation 17(1A) and other applicable provisions of SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018, your Directors Mr. Brij Behari Tandon,aged about 78 years, Mr. Om Prakash Dubey, aged about 78 years and Mr. Nitin Kaul, aged about 46 years, seeking reappointment as Independent Directors for a 2^nd term of five consecutive years up to the conclusion of 63^rdAnnual General Meeting of the Company to be held in the calendar year 2024.The details of their re-appointment is mentioned in Explanatory Statement annexed to the Notice of the Annual General Meeting.

Pursuant to Regulation 17 (1A) of the SEBI Listing Obligation & Disclosure Requirements) (Amendment) Regulations 2018, notified on 9th May 2018, no Listed entity shall appoint a person or continue the directorship of any person as a non-executive director who has attained the age of seventy-five years unless a special resolution is passed to that effect passed by the Members of the Company.

Managing Director''s Remuneration:

Mr. Akshat Goenka is the Managing Director of the Company. The remuneration detail of Mr. Akshat Goenka is disclosed in Corporate Governance Report. Mr. Akshat Goenka is also Jt. Managing Director in Oriental Carbon Chemicals Limited, Holding Company. He received a Salary of Rs.12000 and Commission Rs.19.75 Lacs from Duncan Engineering Limited. In addition to the remuneration from Duncan Engineering Limited, he also received a remuneration of Rs. 2,46,41,974/- p.a. from Oriental Carbon & Chemicals Limited.

The details Remuneration drawn by Mr. Akshat Goenka from Oriental Carbon & Chemicals Limited as follows:

(Amt. in Rs.)

Name	Salary	Commision	Contribution to PF & SAF	Perq. And other allowances	Total
Mr. Akshat Goenka	61,20,000	1,07,82,999	16,52,400	60,86,575	2,46,41,974

Commission to Non-Executive Directors

The Board of Directors of the Company have recommended (on the recommendation of the Nomination and Remuneration Committee) for the approval of the members of the Company to pay a sum not exceeding one percent per annum of the Net Profits of the Company as commission calculated in accordance with the provisions of Section 198 of the Companies Act, 2013, be paid to and distributed amongst the Directors other than the Managing Director of the Company in such amounts or proportions and in such manner and in all respects as may be decided and directed by the Board of Directors.

The details of the of the above is mentioned in AGM Notice and Explanatory Statement thereto.

Declaration by Independent Directors

Pursuant to the provisions of sub-section (7) of Section 149 of the Companies Act, 2013, the Company has received individual declarations from all the Independent Directors confirming that they fulfill the criteria of independence as specified in Section 149(6) of the Companies Act, 2013.

Annual Performance Evaluation

As per Section 134(3)(p) of the Companies Act, 2013 read with sub-rule (4) of Rule 8 of the Companies (Accounts) Rules 2014 and SEBI(LODR) Regulation 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 the other Committees. The performance of the Board was evaluated by the Board of Directors after seeking inputs from all the Directors. The performance of the Committees was evaluated by the Board after seeking inputs from the Committee members. The Board focused on criteria like strategy effectiveness, Board Structure and Committees, Board Meetings and Procedures while evaluating its own performance and that its committees. The Policy on Performance Evaluation is also available on the website of the Company i.e. www.duncanengg.com

For the purpose of evaluation, the Directors have been classified into three categories: Independent Directors, Non-Executive Directors and Executive Directors. Independent & Non- Executive Directors were evaluated on the basis of Engagement, Adherence to Code of Conduct, Strategic Planning, Team Spirit, Consensus Building, leadership and domain knowledge. Whereas Executive Director is evaluated on Management qualities, Team work abilities, Result/Achievements, Domain Knowledge, Understanding & Awareness etc.

DISCLOSURE RELATEDTO BOARD, COMMITTES AND POLICIES

Board and Committee Meetings

The Company holds Meetings as per Companies Act, 2013 and the Listing Agreement signed with the Stock Exchange. During the year four Board Meetings and four Audit Committee meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and SEBI (Listing Obligations Disclosure Requirements) Amendment Regulations, 2018. Additionally, on January 24, 2019, the Independent Directors held a separate meeting in compliance with the requirements of Schedule IV of the Companies Act, 2013.

There were four Board Meetings held in FY 2018-19 on May 25, 2018; August 2, 2018; October 25, 2018 and January 24, 2019.

Director''s Responsibility Statement

To the best of your Director''s knowledge and belief and according to the information and explanations obtained your Directors make the following statements in terms of section 134 (3) (c) of the Companies Act, 2013:

i) that in the preparation of the annual financial statements for the year ended March 31, 2019, the applicable Accounting Standard (Ind AS) have been followed along with proper explanation relating to material departures, if any;

ii) the directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and the profit and loss of the Company for that period.

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

iv) that the annual financial statements have been prepared on a going concern basis;

v) that proper financial controls were in place and that the financial controls were adequate and were operating effectively.

vi) that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

Audit Committee

The Audit Committee comprises four Non-Executive and Independent Directors namely, Mr. O P Dubey (Chairman), Mr. B B. Tandon (Member), Mr. Nitin Kaul (Member) and Mrs. Arti Kant (Member). All the recommendations made by the Audit Committee during the year were accepted by the Board. Chief Financial Officer and Auditors are permanent invitees to the committee meetings. The detail of terms of reference of Audit Committee, number and dates of meetings held, attendance of the directors and remunerations paid to them are given separately in the Corporate Governance Report.

Nomination and Remuneration Committee

The Nomination and Remuneration Committee has Mr. O P Dubey as Chairman, Mr. B B Tandon, Mr. Arvind Goenka and Mr. Nitin Kaul as Members. The Company has a policy on Directors appointment & remuneration which is posted on the website of the Company. The details terms of reference of the committee has been given in the Corporate Governance Report.

The Stakeholder''s Relationship Committee:

The Company has a Stakeholder''s Relationship Committee for reviewing shareholder/investors complaints. The present members of this committee are Mr. J P Goenka (Chairman), Mr. O P Dubey (Member) and Mrs. Arti Kant (Member). The detail terms of reference of the committee has been given in the Corporate Governance Report.

Remuneration Policy

The Board has, on the recommendation of the Nomination and Remuneration Committee, framed a policy to ensure that Company''s Directors, Key Managerial Personnel and other senior management employees are sufficiently incentivised for enhanced performance. Remuneration should be reasonable and sufficient to attract and retain employees. Independent Directors receive remuneration by way of sitting fees for attending meetings of Board and Board Committees (where they are members). The Remuneration Policy of the Company is also available on the website of the Company which is www.duncanengg.com.

Vigil Mechanism/Whistle Blower Policy

The Company has a vigil mechanism named Whistle Blower Policy to deal with instances of fraud and mismanagement, if any. A vigil (Whistle Blower) mechanism provides a channel to the employees and Directors to report to the Management, concerns about unethical behaviour, actual or suspected fraud or violation of the Codes of Conduct or Policy. The mechanism provides for adequate safeguards against victimization of employees and Directors to avail of the mechanism and also provide for direct access to the Managing Director / Chairman of the Audit Committee in exceptional cases. The details of the Whistle Blower Policy are explained in the Corporate Governance Report as well and also posted on the Company''s website i.e. www.duncanengg.com.

Risk Management Policy

The Board of Directors of the Company look into the element of risk associated with the Company. At present the company has not identified any element of risk which may threaten the existence of the Company.

Corporate Social Responsibility (CSR)

CSR provisions are not applicable to the Company as it falls outside the criteria recommended under Companies Act, 2013 and the Rules made there under.

Fraud Reporting

During the year under review, no instances of fraud were reported by the Statutory Auditors of the Company.

Sexual Harassment at workplace

The Company has in place an Anti-Sexual Harassment Policy line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. An internal committee has been set up to redress complaints received regarding sexual harassment. No complaint received during the year under review.

OTHER DISCLOSURES

Extract of the Annual Return

Pursuant to Section 134(3)(a)and Section 92(3) of the Companies Act, 2013 read with Companies( Amendment) Act, 2017, an extract of Annual Return (eForm MGT-9)is available on the website of the company www.duncanengg.com under investor dropdown.

Corporate Governance

As per Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a section on Corporate Governance and Management Discussion and Analysis is annexed to this report.

A certificate from M/s Vaishnav Associates, Pune (ACS 8675, C.P. No. 11392) confirming compliance of Corporate Governance is also annexed.

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

A statement giving details of conservation of energy, technology absorption, exports and foreign exchange earnings and outgo pursuant to Section 134(3) (m) read with Companies (Accounts) Rules, 2014 is annexed to Board''s Report.

Particulars of Employees and Remuneration

The information as required under the provisions of Section 197(12) of the Companies Act, 2013 and Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are set out in Annexure attached herewith and which forms part of this report.

Transfer of shares to Investor Education & Protection Fund

Pursuant to second proviso to Rule 6 of Investor Education & Protection Fund Authority (Accounting, Audit, Transfer & Refund) Rules, 2016 read with General Circular No. 12/ 2017 dated 11.06.2017- IEPF, wherein the seven years'' period provided in sub section (5) of Section 124 is completed for unpaid / unclaimed dividends during September16, 2016 to October 31, 2017, the due date of transfer of dividend is October 31, 2017. As per the provision unpaid/ unclaimed dividend for 2009-10 fall within above range of date, hence the shares were transferred to IEPF. Consequently, your Company has duly followed the procedure of transferring the shares pertaining to unclaimed dividend for the year 2009-2010 and transferred 13276 shares to IEPF through Corporate action.

Reorganisation of Distinctive Numbers

SEBI vide its circular mandated all listed companies to upload the distinctive number data of the listed shares in the depository systems along with the mode (physical/demat) of holding. Accordingly, the Board of Directors of the Company approved reorganisation of distinctive numbers and issue of new certificates along with rearranged distinctive number in place of the old certificates to the shareholders holding the shares in physical form.

Related Party Transactions

All related party transactions that were entered into during the financial year were on arms'' length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of Company at large. All Related Party transactions form part to the Notes to the Balance Sheet. All Related Party transactions are placed before the Audit Committee. Prior omnibus approval of the Audit Committee is obtained for the transactions which are of foreseen and repetitive nature. The approved Policy on Related Party transactions is also available on the website of the company www.duncanengg.com under investor dropdown.

Accounting Treatment

Research and Development

Research & Development is fundamental to the Company''s efforts to maintain the technical and quality edge. New products are continuously being developed to meet customers varied requirements. Research in the areas of reducing utilities cost and process parameters improvement is also being done.

Disclosures under Section 134(3)(l) of the Companies Act, 2013

Except as disclosed elsewhere in this report, no material changes and commitments which could affect the Company''s financial position have occurred between the end of the financial year of the Company and date of this report.

Disclosure of Orders passed by Regulators or Courts or Tribunal

No significant and material orders have been passed by any Regulator or Court or Tribunal which can have impact on the going concern status and the Company''s operations in future.

Disclosure relating to equity shares with differential rights

Disclosure relating to sweat equity shares

The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

Disclosure relating to Employee Stock Option Scheme and Employee Stock Purchase Scheme

The Company does not have any Employee Stock Option Scheme or Employee Stock Purchase Scheme. Hence no information as per the provisions of Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014 has been furnished.

Disclosures in respect of voting rights not directly exercised by employees

There are no shares held by trustees for the benefit of employees and hence no disclosure under Rule 16(4) of the Companies (Share Capital and Debentures) Rules, 2014 has been furnished.

Pollution Control

Your Company''s Plant has the requisite consent to operate from Maharashtra Pollution Control Board and meets all the desired and statutory norms in this regard.

Statutory Compliance, Strictures and Penalties:

The Company has complied with rules and regulations prescribed by the Bombay Stock Exchange, Securities Exchange Board of India and any other statutory authority relating to capital market.

No penalties and/or strictures have been imposed on the Company by Stock Exchange or SEBI or any statutory authority during the last three years.

Acknowledgments

Your Directors would like to thank to the employees, customers, suppliers, bankers, business partners, other regulatory agencies and wish to acknowledge and place on record their sincere appreciation for the excellent support given by them to the Company and their confidence in its Management. Your Directors would also like to thank the members of the Company for reposing their confidence and faith in the Company and its Management.

On behalf of the Board of Directors

Akshat Goenka Arvind Goenka

Place: Noida Managing Director Director

Date: May 6, 2019 DIN: 07131982 DIN: 00135653

Mar 31, 2018

1. The Directors presents the Fifty Seventh Annual Report to the shareholders together with the audited statement of accounts for the year ended March 31, 2018. The operating results as disclosed in the audited accounts are summarised below:

(Rs. in Lacs)

Particulars	2017-18	2016-17
Total Revenue	4097.16	3518.84
Total Expenses	(4089.13)	(3879.95)
Profit/(Loss) before Tax	8.03	(361.11)
Profit/(Loss) from continuing operations before Tax	8.03	(361.11)
Tax Expenses (Current Tax)		(0.18)
Profit/(Loss) from continuing operations after Tax	8.03	(360.93)
Profit/(Loss) from discontinuing operations before Tax	4.41	(227.87)
Tax Expenses (Current Tax)		0
Profit/(Loss) from discontinuing operations after Tax	4.41	(227.87)
Profit/(loss) for the year	12.44	(588.80)

2. Dividend

Your Directors do not consider it prudent to recommend any dividend this year due to insufficient profit.

3. Performance

Your company has registered a total revenue of f 4097.16 Lac with a profit/ (loss) for the year Rs.12.44 Lacs. The Company has registered a growth of 16% (Rs.579 Lacs) in comparison to the total revenue of FY 2016-17.

Your Directors undertook various restructuring and cost reduction initiatives. With majority of the restructuring initiatives completed, your company is now on a stronger platform to leverage market opportunities in engineering item for growth and performance in the coming years. This has resulted in the Company posting positive result during the year.

The focus during the year was on streamlining the working capital of the Company which has yielded positive results.

The demand in the market continues to be stable and the Company is hopeful of encasing the growth opportunities available in the coming years.

4. Operations

Your Company has registered a growth of 16% (Rs.579 Lacs) in comparison to the total revenue from 2016-17. This was achieved in spite of initiative to correct the working capital cycle and cost reduction initiatives.

Your Company''s Product basket has been expanded during the year the year under review. Rotary actuator product portfolio enables the Company to service about 70% of the industrial applications for pneumatic valve automation.

5. Research and Development

6. Pollution Control

Your Company''s Plant has all the requisite Pollution Control Equipments and meets all the desired and statutory norms in this regard.

7. Statement in respect of adequacy of internal financial controls with reference to the Financial Statements:

The Internal Audit monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures, procurement, sales, Stores and Statutory Compliances. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

8. Particulars of loans/advances/investments outstanding during the financial year.

The company has not given any loans or guarantees covered under the provisions of section 186 of the Companies Act, 2013.

The details of the investments made and loan taken by company is given in the notes to the financial statements.

9. Public Deposits

10. Statutory Auditors

At the AGM held on August 3^rd, 2017, the Members approved the appointment of M/s Singhi & Co. Chartered Accountants, Mumbai as a Statutory Auditor for a period of three consecutive years for a term up to the conclusion of 59^th Annual General Meeting in the calendar year 2020.

11. Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s Shaswati Vaishnav & Associates, Company Secretary in Practice to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as Form No. MR-3. There are no qualifications, reservation or adverse remark or disclaimer made by the auditor in the report save and except disclaimer made by them in discharge for their professional obligation.

12. Auditor''s Report

The Observation made in the Auditors Report, read together with the relevant notes thereon, are self explanatory and hence does not call for any comments under.

13. Extract of the Annual Return

The details forming part of the extract of the Annual Return in Form MGT 9 is annexed herewith as âAnnexure to Board''s Reportâ.

14. No. of Meetings of the Board

There were four Board Meetings held in FY 2017-18 on May 17, 2017; August 4, 2017; November 9, 2017 and January 31, 2018.

15. Particular of Employees and Key Managerial Personnel (KMP)

The following three persons were formally appointed as Key Managerial Personnel of the Company as per the provisions of Sec 203 of the Companies Act, 2013.

a) Mr. Akshat Goenka, Managing Director

b) Mr. K Raghuraman, Chief Financial Officer (w.e.f 31.01.2018)

c) Mr. Rajib Kumar Gope, Company Secretary

Mr. K Raghuraman was appointed as Chief Financial Officer (CFO) on 31.01.2018 in place of Mr. Chandesh Taunk, who resigned on 10^th January 2018.

16. Directors

Mr. Akshat Goenka is the Managing Director of the Company. The remuneration detail of Mr. Akshat Goenka is disclosed in Corporate Governance Report. Mr. Akshat Goenka is also Jt. Managing Director in Oriental Carbon Chemicals Limited, Holding Company. In addition to the Rs.12,000 p.a. remuneration received by him from the Company, he received a remuneration of Rs.17,214,238/- p.a. from Oriental Carbon & Chemicals Limited.

The details Remuneration drawn by Mr. Akshat Goenka from Orental Carbon & Chemicals Limited:

(Amt. in Rs.)

Name

Salary

Performance

Bonus

Contribution to PF & SAF

Perq. and other allowances

Total

Mr. Akshat Goenka

5,700,000/-

4,275,000/-

1,539,000/-

5,700,238/-

17,214,238/-

In accordance with the provisions of the Companies Act, 2013 and in terms of the Memorandum and Articles of Association of the Company, Mr Arvind Goenka (holding DIN 00135653) is liable to retire by rotation and being eligible for re-appointment, offer himself for re-appointment. Your Directors propose his re-appointment as set out in the notice.

Pursuant to Regulation 17 (1A) of the SEBI Listing Obligation & Disclosure Requirements) (Amendment) Regulations 2018, notified on 9th May 2018 (to be effective from 01.04.2019), No Listed entity shall appoint a person or continue the directorship of any person as a non-executive director who has attained the age of seventy five years unless a special resolution is passed to that effect passed by the Members of the Company. Your Directors propose re-appointment of Mr. J P Goenka (DIN 00136782) as set out in the notice.

17. 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 SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

18. Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Regulation 25(3) & (4) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Independent Directors in their meeting held on January 31, 2018 have evaluated the Performance of Non-Independent Directors, Chairperson of the Company after considering the views of the Executive and Non-Executive Directors, Board as a whole and assessed the quality, quantity and timeliness of flow of information between the Company''s Management and the Board. The Nomination and Remuneration Committee has also carried out evaluation of performance of every Director of the Company. On the basis of evaluation made by the Independent Directors and the Nomination and Remuneration Committee and by way of individual and collective feedback from the Non-Independent Directors, the Board has carried out the Annual Performance Evaluation of the Directors individually as well as evaluation of the working of the Board as a whole and Committees of the Board.

The Independent Directors are regularly updated on industry & market trends, plant process, and operational performance of the Company etc through presentations in this regard and periodic plant visits. They are also periodically kept aware of the latest developments in the Corporate Governance, their duties as directors and relevant laws.

19. Remuneration Policy

The Board has, on the recommendation of the Nomination and Remuneration Committee, framed a policy to ensure that Company''s Directors, Key Managerial Personnel and other senior management employees are sufficiently incentivised for enhanced performance. Remuneration should be reasonable and sufficient to attract and retain employees. The Remuneration Policy of the Company is also available on the website of the Company which is www.duncanengg.com.

20. Meetings

The Company holds Meetings as per the Listing Agreement signed with the Stock Exchange and as per the Companies Act, 2013. During the year four Board Meetings and four Audit Committee meetings were convened and held. The details of which are given in the Corporate Governance Report, the intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and SEBI (Listing Obligations Disclosure Requirements) Regulations, 2015.

21. Corporate Governance

As per Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (clause 49 of the erstwhile Listing Agreement), a section on Corporate Governance and Management Discussion and Analysis is annexed to this report.

A certificate from M/s Vaishnav Associates, Pune confirming compliance of Corporate Governance is also annexed.

22. Conservation of Energy, Technology Absorption, Exports and Foreign Exchange Earnings and Outgo.

23. Risk Management Policy

24. Related Party Transactions

All related party transactions that were entered into during the financial year were on arms'' length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of Company at large. All related party transactions are placed before the Audit Committee. Prior omnibus approval of the Audit Committee is obtained for the transactions which are of foreseen and repetitive nature. The approved Policy on Related Party transactions is also available on the website of the company www.duncanengg.com under investor dropdown.

25. Subsidiaries

Your Company does not have any subsidiary / subsidiaries within the meaning of the Companies Act, 2013.

26. Vigil Mechanism/Whistle Blower Policy

The Company has a vigil mechanism named Whistle Blower Policy to deal with instance of fraud and mismanagement, if any. A vigil (Whistle Blower) mechanism provides a channel to the employees and Directors to report to the Management, concerns about unethical behavior, actual or suspected fraud or violation of the Codes of Conduct or Policy. The mechanism provides for adequate safeguards against victimization of employees and Directors to avail of the mechanism and also provide for direct access to the Managing Director / Chairman of the Audit Committee in exceptional cases. The details of the Whistle Blower Policy is explained in the Corporate Governance Report as well and also posted on the Company''s website i.e. www.duncanengg.com.

27. Director''s Responsibility Statement

i) that in the preparation of the annual financial statements for the year ended March 31, 2018, the applicable Accounting Standards( Ind AS) have been followed along with proper explanation relating to material departures, if any;

iv) that the annual financial statements have been prepared on a going concern basis;

v) that proper financial controls were in place and that the financial controls were adequate and were operating effectively.

vi) that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

28. Disclosures:

a) Materially Significant Related Party Transactions:

All related party transactions form part to the notes to the Balance Sheet. Saving those, there were no materially significant related party transactions with Company''s promoters, directors or its management, their relatives, etc. that had a potential conflict with the interest of the Company.

b) Accounting Treatment:

The Accounts for the year have been prepared as per Indian Accounting Standards (Ind AS) and all the current year and previous year figures have been re stated accordingly. No treatment different from that prescribed in Accounting Standards (Ind AS) has been followed by the Company.

c) Statutory Compliance, Strictures and Penalties:

The Company has complied with rules and regulations prescribed by the Stock Exchange, Securities Exchange Board of India and any other statutory authority relating to capital market.

No penalties and/or strictures have been imposed on the Company by Stock Exchange or SEBI or any statutory authority during the last three years.

d) Disclosure with respect to Demat/Unclaimed Suspense Account:

There were no shares lying in the Demat Suspence account.

e) Sexual Harassment at workplace

The Company has in place an Anti Sexual Harassment Policy line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. An internal Committee has been set up to redress complaints received regarding sexual harassment. No complaint received during the year under review.

29. Audit Committee:

The Audit Committee comprises Non-executive Director and Independent Directors namely, Mr. O P Dubey (Chairman), Mr. B B Tandon (Member), Mr. Nitin Kaul (Member) and Mrs. Arti Kant (Member). All the recommendations made by the Audit Committee accepted by the Board. Chief Financial Officer and Auditors are permanent invitees to the committee meetings. The detail of terms of reference of Audit Committee, number and dates of meetings held, attendance of the directors and remunerations paid to them are given separately in the attached Corporate Governance Report.

30. The Stakeholder''s Relationship Committee:

The Company has a Stakeholder''s Relationship Committee for reviewing shareholder/investors complaints. The present members of this committee are Mr. J P Goenka (Chairman), Mr. O P Dubey (Member) and Mrs. Arti Kant (Member). The details reference of the committee has been given in the Corporate Governance Report.

31. Nomination and Remuneration Committee

The Nomination and Remuneration Committee has Mr. O P Dubey as Chairman, Mr. B B Tandon, Mr. Arvind Goenka and Mr. Nitin Kaul as Members. The Company has a policy on Directors appointment & remuneration which is posted on the website of the Company. The details terms of reference of this committee has been given in the Corporate Governance Report.

32. Acknowledgements

Your Directors would like to thank to the Bankers, Central and State Government, Stock Exchange, other Regulatory Agencies, Investors, Shareholder and Employees of the Company and wish to acknowledge and place on record their sincere appreciation for the continuous excellent support given by them to the Company and their confidence in its management.

On behalf of the Board of Directors

Akshat Goenka Arvind Goenka

Place: Pune Managing Director Director

Date: May 25, 2018 DIN : 07131982 DIN : 00135653

Mar 31, 2017

1. Your Directors presents the Fifty Sixth Annual Report to the shareholders together with the audited statement of accounts for the year ended March 31, 2017. The operating results as disclosed in the audited accounts are summarized below:

(Rs. in Lacs)

Particulars

2016-17

2015-16

Total Revenue

Total Expenses

Profit/(Loss) before Tax

Profit/(Loss) from continuing operations before Tax

Tax Expenses (Current Tax)

Profit/(Loss) from continuing operations after Tax

Profit/(Loss) from discontinuing operations before Tax

Tax Expenses (Current Tax)

Profit/(Loss) from discontinuing operations after Tax Profit/(loss) for the year

3518.84

(3879.95)

(361.11)

(0.18)

(360.93)

(227.87) 0

(227.87)

(588.80)

3696.36

(4211.83)

(515.46)

85.51

(600.97)

(91.95) 0

(91.95)

(692.92)

2. Dividend

Your Directors do not consider it prudent to recommend a dividend this year owing to the absence of profit.

3. Performance

Your company has registered a total revenue of Rs. 3518.84 Lac with a loss for the year Rs. 588.80 Lacs. The total turnover of the Company for the year under review has come down significantly because Company has discontinued its tube valve product line during the year which contributed almost 50% to the total turnover of 2015-16.

The overall market continued to be subdued, and various restructuring and cost reduction initiatives have been undertaken by your Board of Directors. With majority of the restructuring initiatives completed, your company is now on a stronger platform to leverage market opportunities in engineering item for growth and performance in the coming years.

4. Operations

The turnover of Fluid Power Automation business for the current year is Rs. 3063.38 Lacs. This was achieved in a very difficult market and slowing demand in the industrial and capital goods sector.

5. Change in the Nature of Business

The tube valve business was discontinued during the year. Other than that there was no change in the nature of business of the Company during the year.

There is impairment of assets with the closure of the tube valve product line. The estimated loss in the books on written down the value of asset in books.

The Company had made application on 30.6.2016 seeking permission of the Labour Ministry to permanently and irrevocably close down manufacturing activities of the Tube Valve Product line in the ABU division in its factory situated at F-33 Ranjangaon MIDC, Pune 412 209.

The Labour Ministry after hearing the Management & the Recognised Union passed an Order dated 26-08-2016 passed under Section 25-O (2) of the Industrial Dispute Act, 1947 granting permission sought for by the Company to close down its manufacturing activities of the tube valves product line in ABU division in its factory situated at F-33 Ranjangaon MIDC, Pune 412 209. The said Order has become operative w.e.f. 28.09.2016. Accordingly, Tyre Tube Valves (ABU) manufacturing activities of the Company stand closed permanently & irrevocably w.e.f. 28.09.2016.

The name of the Company was changed from Schrader Duncan Limited to Duncan Engineering Limited w.e.f 1^st December 2016 with due approval from Registrar of Companies, Pune and Bombay Stock Exchange.

6. Research and Development

Research & Development is fundamental to the Company''s efforts to maintain the technical and quality edge. New products are also being developed to meet customers varied requirements. Research in the areas of reducing utilities cost and process parameters improvement is also being done.

7. Pollution Control

Your Company''s Plant has all the requisite Pollution Control Equipments and meets all the desired and statutory norms in this regard.

8. Statement in respect of adequacy of internal financial controls with reference to the Financial Statements:

9. Particulars of loans/advances/investments outstanding during the financial year.

The company has not given any loans or guarantees covered under the provisions of section 186 of the Companies Act, 2013.

The details of the investments made and loan taken by company is given in the notes to the financial statements.

10. Public Deposits

11. Statutory Auditors

As recommended by Audit Committee, your Directors propose appointment of M/s.Singhi & Co., Chartered Accountants, (Firm Registration No. 302049E) as Auditors of the Company, to hold office from the conclusion of this Annual General Meeting till the conclusion of 59^th Annual General Meeting of the Company to be held in the year 2020 (subject to ratification of their appointment at every Annual General Meeting) at such remuneration as may be fixed by the Board of Directors of the Company. The appointment is accordingly proposed in the Notice of the Current AGM vide item No. 3 for approval of Members.

12. Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s Shaswati Vaishnav & Associates, Company Secretary in Practice to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as âAnnexure Aâ. There are no qualifications, reservation or adverse remark or disclaimer made by the auditor in the report save and except disclaimer made by them in discharge for their professional obligation.

13. Auditor''s Report

The Observation made in the Auditors Report, read together with the relevant notes thereon, are self explanatory and hence does not call for any comments under.

14. Extract of the Annual Return

The details forming part of the extract of the Annual Return in Form MGT 9 is annexed herewith as âAnnexure Bâ

15. No. of Meetings of the Board

There were five Board Meetings held in FY 2016-17 on 16^th April 2016, 25^th May, 2016, 29^th July 2016, 10^th November, 2016 and 9^th February, 2017.

16. Particular of Employees and Key Managerial Personnel (KMP)

The following three persons were formally appointed as Key Managerial Personnel of the Company as per the provisions of Sec 203 of the Companies Act, 2013.

a) Mr. Akshat Goenka, Managing Director (w.e.f 9^th February, 2017)

b) Mr. Chandresh Taunk, Chief Financial Officer (w.e.f 17^th May, 2017)

c) Mr. Rajib Kumar Gope, Company Secretary

The information required pursuant to Section 134(3)(q) and 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Remuneration and other details of Key Managerial Personnel and other Employees for the year ended 31^st March, 2017 are given in extract of the Annual Return. Mr. Shantanu Parvati resigned as Whole-time Director w.e.f 31^st January, 2017. Mr. Vinayak Patil retired from the post of Chief Financial Officer on 30^th September, 2016.

Mr. Anurag Jain was appointed as Chief Financial Officer (CFO) on 9^th February, 2017 and resigned as CFO w.e.f. 17^th May, 2017.

17. Directors

Mr. Akshat Goenka was appointed as Managing Director of the Company on 9^th February 2017 by the Board of Directors on the recommendation of the Nomination & Remuneration Committee. The remuneration detail of Mr. Goenka is disclosed in Corporate Governance Report. Mr. Akshat Goenka is also Managing Director in Oriental Carbon Chemicals Limited, Holding Company. He receives a remuneration of Rs.1,55,81,833/- p.a. from Oriental Carbon & Chemicals Limited.

The details Salary of Mr. Akshat Goenka as follows:

Name	Salary	Performance Bonus	Contribution to PF & SAF	Perq. and other allowances	Total
Mr. Akshat Goenka	51,00,000/-	40,80,000/-	13,77,000/-	50,24,833/-	1,55,81,833/-

Mr. Shantanu Parvati has resigned as the Whole-time Director of the Company w.e.f.31^st January 2017.

In accordance with the provisions of the Companies Act, 2013 and in terms of the Memorandum and Articles of Association of the Company, Mr J P Goenka (holding DIN 0136782) is liable to retire by rotation and being eligible for re-appointment, offer himself for re-appointment. Your Directors propose his re-appointment as set out in the notice.

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 SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

18. Annual Performance Evaluation

As per Section 134(3)(p) of the Companies Act, 2013 read with sub-rule (4) of Rule 8 of the Companies (Accounts) Rules 2014 and SEBI(LODR) Regulation 2015 (w.e.f.1st December 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 the other Committees. The performance of the Board was evaluated by the Board of Directors after seeking inputs from all the Directors. The performance of the Committees was evaluated by the Board after seeking inputs from the Committee members. The Board focused on criteria like strategy effectiveness, Board Structure and Committees, Board Meetings and Procedures while evaluating its own performance and that its committees. For the purpose of evaluation the Directors have been classified into three categories: Independent Directors, Non-Executive Directors and Executive Directors. Independent & Non- Executive Directors were evaluated on the basis of Engagement, Adherence to Code of Conduct, Strategic Planning, Team Spirit, Consensus Building, leadership and domain knowledge. Whereas, Executive Director is evaluated on Management qualities, Team work abilities, Result/Achievements, Domain Knowledge, Understanding & Awareness etc.

19. Remuneration Policy

The Board has, on the recommendation of the Nomination and Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The approved remuneration policy of the Company is also available on the website of the Company which is www.duncanengg.com.

20. Meetings

The Company holds Meetings as per the Listing Agreement signed with the Stock Exchange and as per the Companies Act, 2013. During the year five Board Meetings and four Audit Committee meetings were convened and held. The details of which are given in the Corporate Governance Report, the intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and SEBI (Listing Obligations Disclosure Requirements) Regulations, 2015.

21. Corporate Governance

A certificate from M/s Vaishnav Associates, Pune confirming compliance of Corporate Governance is also annexed.

22. Conservation of Energy, Technology Absorption, Exports and Foreign Exchange Earnings and Outgo.

A statement giving details of conservation of energy, technology absorption, exports and foreign exchange earnings and outgo pursuant to Section 134(3) (m) read with Companies (Accounts) Rules, 2014.

23. Risk Management Policy

24. Related Party Transactions

Company with promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of Company at large. All related party transactions are placed before the Audit Committee. Prior omnibus approval of the Audit Committee is obtained for the transactions which are of foreseen and repetitive nature. The approved policy on related party transactions is also available on the website of the company www.duncanengg.com under investor dropdown.

25. Subsidiaries

Your Company does not have any subsidiary / subsidiaries within the meaning of the Companies Act, 2013.

26. Vigil Mechanism/Whistle Blower Policy

The Company has a vigil mechanism named Whistle Blower Policy to deal with instance of fraud and mismanagement, if any. The details of the Whistle Blower Policy is explained in the Corporate Governance Report and also posted on the Company''s website.

27. Director''s Responsibility Statement

To the best of your Director''s knowledge and belief and according to the information and explanations obtained your Directors make the following statements in terms of Section 134 (3) (c) of the Companies act, 2013:

i) that in the preparation of the annual Financial Statements for the year ended March 31, 2017, the applicable Accounting Standards have been followed along with proper explanation relating to material departures, if any;

ii) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and the profit and loss of the Company for that period.

iv) that the annual Financial Statements have been prepared on a going concern basis;

v) that proper financial controls were in place and that the financial controls were adequate and were operating effectively.

vi) that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

28. Disclosures

a) Materially Significant Related Party Transactions

b) Accounting Treatment

No treatment different from that prescribed in an Accounting Standards has been followed by the Company.

c) Statutory Compliance, Strictures and Penalties

The Company has complied with rules and regulations prescribed by the Stock Exchange, Securities Exchange Board of India and any other statutory authority relating to capital market.

No penalties and/or strictures have been imposed on the Company by Stock Exchange or SEBI or any statutory authority during the last three years.

d) Disclosure with respect to Demat/Unclaimed Suspense Account There were no shares lying in the Demat Suspense account.

e) Sexual Harassment at workplace

29. Audit Committee

30. The Stakeholderâs Relationship Committee:

The Company has a Stakeholder''s Relationship Committee for reviewing shareholder/investors complaints. The present members of the committee are Mr. J P Goenka (Chairman), Mr. O P Dubey (Member) and Mrs. Arti Kant (Member). The detail terms of reference of the committee has been given in the Corporate Governance Report.

31. Nomination and Remuneration Committee

The Nomination and Remuneration Committee has Mr. O P Dubey as Chairman, Mr. B B Tandon, Mr. Arvind Goenka and Mr. Nitin Kaul as Members. The Company has a policy on Directors appointment & remuneration which is posted on the website of the Company. The detail terms of reference of the committee has been given in the Corporate Governance Report.

32. Acknowledgements

Your Directors would like to thank to the Bankers, Central and State Government, Stock Exchange, other Regulatory Agencies, Investors, Shareholders and Employees of the Company and wish to acknowledge and place on record their sincere appreciation for the continuous excellent support given by them to the Company and their confidence in its management.

On behalf of the Board of Directors

Place: Pune Akshat Goenka Arvind Goenka

Date: May 17, 2017 Managing Director Director

Mar 31, 2015

Dear Members,

1. The Directors have the pleasure of presenting the Fifty Fourth Annual Report to the shareholders together with the audited statement accounts for the year ended March 31, 2015. The operating results as disclosed in the audited accounts are summarised below:

(Rs. in Lacs)

2014-15 2013-14

Total Revenue 6508.82 7079.99

Total Expenses (7296.77) (7348.94)

Profit/(loss) before exceptional (787.95) (268.95) items and Tax Exceptional Items (269.91)

Profit/(Loss) before Taxation (PBT) (787.95) 0.96

Tax Expenses (Current Tax) (183.10) (8.78)

Profit/(loss) for the year (604.85) 9.74

2. Dividend

Your Directors do not consider it prudent to recommend a dividend this year owing to the absence of profit.

3. Performance

Your company has registered total revenue of 650.88 million with a loss for the year 60.48 million.

The overall market continued to be subdued, and various restructuring and cost reduction initiatives have been undertaken at both business units. With majority of the restructuring initiatives completed, your company is now on a stronger platform to leverage market opportunities for stable growth and performance in the coming years.

4. Operations

The turnover of Automotive Business Unit in the current years is 351.48 million.

The turnover of Fluid Power and Automation Business unit in the current year saw a minor increase to 291.32 million compared to previous year. This was achieved in a very difficult market and slowing demand in the industrial and capital goods sector.

5. Change in the Nature of Business

There was no change in the nature of the Business of the Company during the year. There were no significant and material orders passed by regulators or courts or tribunals impacting the going concern status and Company's operations in future. There were no material changes and commitments affecting the financial position of the company occurring between March 31, 2015 and the date of this report.

6. Research & Development

Research & Development is fundamental to the Company's efforts to maintain the technical and quality edge for the product New Grades are also being developed to meet customers varied requirements. Research in the areas of reducing utilities cost and process parameters improvement is also being done.

7. Pollution Control

Your Company's Plant has all the requisite Pollution Control Equipments and meets all the desired and statutory norms in this regard.

8. Statement in respect of adequacy of internal financial controls with reference to the Financial Statements:

The Company has an internal control system, commensurate with the size, scale and complexity of its operations. The Scope and authority of the Internal Audit (IA) is as per the works assigned to them by the management. To maintain its objectivity and independence, Internal Audit function reports to the chairman of the Audit Committee of the Board. M/s Pipalia Singhal & Associates is the Internal Auditor of the Company.

The Internal Audit monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures, procurement, sales, Stores and Statutory Compliances. Based on the report of Internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

9. Particulars of loans/advances/investments outstanding during the financial year.

The company has not given any loans or guarantees covered under the provisions of section 186 of the Companies Act, 2013.

The details of the investments made and loan taken by company is given in the notes to the financial statements.

10. Public Deposits: The company has not accepted any fixed deposits from the public or shareholders falling within the ambit of Section 73 of the Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules, 2014

11. Statutory Auditors

At the AGM held on August 04, 2014 the Members approved the appointment of M/s Singhi & Co. Chartered Accountants as a statutory auditor for a period of three consecutive years for a term upto the conclusion of Annual General Meeting in the calendar year 2017 subject to the ratification by the members every year. As recommended by the audit committee, your Directors propose to ratify the appointment of M/s Singhi & Co, Chartered Accountants, Mumbai as Statutory Auditors of the Company as per the terms and conditions of the Companies Act, 2013. The appointment is accordingly proposed in the Notice of the Current AGM vide item No. 3 for ratification by Members.

12. Secretarial Audit:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Messers Shaswati Vaishnav & Associates, Company Secretary in practice to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit Report is annexed herewith as "Annexure A". There are no qualifications, reservation or adverse remark or disclaimer made by the auditor in the report save and except disclaimer made by them in discharge for their professional obligation.

13. Auditor's Report

The Observation made in the Auditors Report, read together with the relevant notes thereon, are self explanatory and hence does not call for any comments under.

14. Extract of the annual Return:

The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as "Annexure B"

15. Particular of Employees and Key Managerial Personnel (KMP)

The following three persons were formally appointed as Key Managerial Personnel of the Company as per the provisions of Sec 203 of the Companies Act, 2013.

a) Mr. Shantanu Parvati, Managing Director

b) Mr. V S Patil, Chief Financial Officer

c) Mr. Nirnoy Sur, Company Secretary

The information required pursuant to Section 134(3)(q) and 197 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Remuneration and other details of Key Managerial Personnel and other Employees for the year ended March 2015 are annexed to this report.

16. Directors

The Board of Director has on the recommendation of the Nomination & Remuneration Committee appointed Mrs. Arti Kant, as an Additional Director of the Company with effect from 2nd February, 2015 till the conclusion of ensuing Annual General Meeting.

The Board of Director of the Company at their meeting held on 5th August, 2014 has appointed Mr. V S Patil as Chief Financial Officer of the Company.

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.

Mr. R A Shah, Alternate Director of the Company had resigned from the Board on 30th September, 2014. The Board has placed on record its appreciation for the outstanding contributions made by Mr. R A Shah during their respective tenure of office.

In accordance with the provisions of the Companies Act, 2013 and in terms of the Memorandum and Articles of Association of the Company, Mr J P Goenka is liable to retire by rotation and are being eligible for re-appointment. Your Directors propose his re-appointment as set out in the notice.

i) Board Evaluation

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 the other Committees. The manner in which the evaluation has been carried out is explained in the Corporate Governance Report.

ii) Remuneration Policy

The Board has, on the recommendation of the Nomination and Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The approved remuneration policy of the Company is also available on the website of the Company which is www.schraderduncan.com.

iii) Meetings

The Company has hold Meeting as per the listing Agreement signed with the Stock Exchange and as per the Companies Act. During the year four Board meetings and four Audit Committee meetings were convened and held. The details of which are given in the Corporate Governance Report, the intervention gap between the Meetings was within the period prescribed under the Companies Act, 2013.

17. Corporate Governance:

As per clause 49 of the Listing Agreement with the Bombay Stock Exchange, a section on Corporate Governance and Management Discussion and Analysis is annexed to this report.

A certificate from M/s Vaishnav Associates, Pune confirming compliance of Corporate Governance is also annexed.

18. Conservation of Energy, Technology Absorption, Exports and Foreign Exchange Earnings and Outgo.

A statement giving details of conservation of energy, technology absorption, exports and foreign exchange earnings and outgo pursuant to Section 134(3) (m) read with Companies Companies (Accounts) Rules, 2014.

19. Risk Management Policy:

The Board of the Company look into the element of risk associated with the Company. At present the company has not identified any element of risk which may threaten the existence of the company.

20. Related Party Transactions

All related party transactions that were entered into during the financial year were on arms' length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of Company at large. All related party transactions are placed before the Audit Committee. Prior omnibus approval of the Audit Committee is obtained for the transactions which are of foreseen and repetitive nature. None of the Directors has any pecuniary relationship or transactions vis-a-vis the Company. The approved policy on related party transactions is also available on the website of the company www.schraderduncan.com under investors dropdown.

21. Subsidiaries

Your Company does not have any subsidiary / subsidiaries within the meaning of the Companies Act, 2013.

22. Vigil Mechanism/Whistle Blower Policy

The Company has a vigil mechanism named Whistle Blower Policy to deal with instance of fraud and mismanagement, if any. The details of the Whistle Blower Policy is explained in the Corporate Governance Report and also posted on the website of the Company.

23. Directors Responsibility Statement

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of section 134 (3)(c) of the Companies act, 2013:

i) that in the preparation of the annual financial statements for the year ended March 31, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

ii) the directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and the profit and loss of the Company for that period.

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

iv) that the annual financial statements have been prepared on a going concern basis;

v) that proper financial controls were in place and that the financial controls were adequate and were operating effectively.

vi) that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

24. Disclosures:

a) Materially Significant Related Party Transactions : All related party transactions form part to the notes to the Balance Sheet. Saving those, there were no materially significant related party transactions with Company's promoters, directors or its management their relatives, etc. that had a potential conflict with the interest of the Company.

b) Accounting Treatment

No treatment different from that prescribed in an Accounting Standards has been followed by the Company.

c) Statutory Compliance, Strictures and Penalties:

The Company has complied with rules and regulations prescribed by the Stock Exchange, Securities Exchange Board of India and any other statutory authority relating to capital market.

No penalties and/or strictures have been imposed on the Company by any Stock Exchange or SEBI or any Statutory authority during the last three years.

25. Audit Committee: The Audit Committee comprises Non-executive Director and Independent Directors namely, Mr. Arvind Goenka, Mr. B B Tandon, Mr. O P Dubey. All the recommendation made by the Audit Committee accepted by the Board. Chief Financial Officer and Auditors are permanent invitees to the committee meetings. The detail of terms of reference of Audit Committee, number and dates of meetings held, attendance of the directors and remunerations paid to them are given separately in the attached Corporate Governance Report.

26. The Stake Holder's Relationship Committee:

The Company has a stake Holder's Relationship Committee for reviewing shareholder/investors complaints. The present members of this committee are Mr. J P Goenka (Chairman), Mr. O O Dubey (Member), Mr. Shantanu Parvati (Member). The details reference of the committee has been given in the corporate governance report.

27. Nomination And Remuneration Committee

The Nomination and Remuneration committee has Mr. Arvind Goenka as Chairman, Mr. B B Tandon, Mr. O P Dubey and Mr. Nitin Kaul as Members. The details terms of reference of this committee has been given in the Corporate Governance Report.

28. Acknowledgements

Your Directors would like to thank to the Bankers, Central and State Government, Stock Exchanges, other Regulatory Agencies, Investors, Shareholder and Employees of the Company and wish to acknowledge and place on record their sincere appreciation for the continuous excellent support given by them to the Company and their confidence in its management. Industrial relations continued to be cordial and peaceful.

On behalf of the Board of Directors

Shantanu Parvati O P Dubey Mumbai, May 11, 2015 Whole Time Director Director

Mar 31, 2014

Dear Members,

1. The Directors have the pleasure of presenting the Fifty Three Annual Report to the shareholders together with the audited statement accounts for the year ended March 31,2014. The operating results as disclosed in the audited accounts are summarised below:

(Rs. in Lacs)

2013-2014 2012-2013

(Loss) / Profit before tax 0.96 (220.63)

(Reversal of Provision) / Provision for Tax (8.78) (271.50)

(Loss) / Profit after tax 9.74 50.86

Transferred to General Reserve 50.86 2046.25

Balance carried to Balace Sheet 60.60 2097.11

2. Dividend

Your Directors do not consider it prudent to recommend a dividend this year owing to inadequate profit.

3. Performance

Your company has shown 12.35% increase in sales revenue, while PBT (before exceptional item) has reduced by INR 25.89 Million, from INR 52.64 Million in FY 2012-13 to INR 26.75 Million in FY 2013-14.

While the overall market continued to be subdued, the growth is primarily due to increase in capacity utilization and volume in the Automotive Business and various restructuring and cost reduction initiatives undertaken. With majority of the restructuring initiatives completed, your company is now on a stronger platform to leverage market opportunities for stable growth and performance in the coming years.

4. Operations

The turnover of Automotive Business Unit has increased by 21.60% from Rs. 329.27 million in the previous year to 400.36 million in the current year.

This growth has been driven by volume ramp-up of the plant and consistency in quality and delivery of products, thereby resulting into increase in orders from major OEMs.

The turnover of Fluid Power & Automation Buseness Unit in the current year saw a minor decrease compared to previous year. This was achieved in a very difficult market and slowing demand in the industrial and capital goods sector The Fluid Power & Automation Business Unit sustained competitive pressure in core sectors to improve its profitability. This was achieved through improved delivery of standard and customized products, increase in productivity and value engineering initiatives.

5. Public Deposits

The company has not accepted any fixed deposits from the public or shareholders.

6. Particular of Employees :

There is no employee whose particulars are required to be given under section 217(2A) (a) of the Companies Act 1956 read with Notification dated 31st March, 2011 by Ministry of Corporate Affairs.

7. Directors

Mr. Arvind Goenka retire by rotation and are eligible for re-appointment. Your Directors propose his re-appointment as set out in the notice.

8. Auditors Report (2014)

The Observation made in the Auditors Report, read together with the relevant notes thereon, are self explanatory and hence does not call for any comments under section 217(3) of the Companies Act.

9. Corporate Governance

As per clause 49 of the Listing Agreement with the Bombay Stock Exchange, a section on Corporate Governance and Management Discussion and Analysis is annexed to this report.

A certificate from M/s Vaishnav Associates, Pune confirming compliance of Corporate Governance is also annexed.

10. Conservation of Energy, Technology Absorption, Exports and Foreign Exchange Earnings and Outgo.

A statement giving details of conservation of energy, technology absorption, exports and foreign exchange earnings and outgo pursuant to Section 217(1) (e) read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is set out in Annexure I to this Report.

11. Directors Responsibility Statement

In Compliance with the provisions of Section 217 (2AA) of the Companies Act, 1956, your Directors wish to place on record based on the information made available to them

i) in the preparation of the annual accounts, the applicable Accounting Standards had been followed along with proper explanation relating to material departure;

ii) they have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss 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 safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

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

12. Cost Auditors

In Compliance with the Central Government''s order, Your Board has appointed Mr. Laxman Pawar, Cost Accountants, Pune, to carry out the Cost Audit of the Company. This appointment has to be made in each financial year and based on the application of your Company the Central Government has approved the re-appointment of Cost Auditor for the year under review. The Cost Audit Report for the year ended 31st March, 2013 has been submitted to Ministry of Corporate Affairs.

13. Statutory Auditors

Your Directors propose to re- appoint M/s Singhi & Co, Chartered Accountants, Mumbai as Statutory Auditors of the Company as per the terms and conditions of the Companies Act, 2013.

14. Disclosures:

a) Materially Significant Related Party Transactions

All related party transactions form part of the notes to the Balance Sheet. Save those, there were no materially significant related party transactions with Company''s promoters, directors or its management their relatives, etc. that had a potential conflict with the interest of the Company.

b) Accounting Treatment

No treatment different from that prescribed in an Accounting Standards has been followed by the Company.

c) Statutory Compliance, Strictures and Penalties

The Company has complied with rules and regulations prescribed by the Stock Exchange, Securities Exchange Board of India and any other statutory authority relating to capital market.

No penalties and/or strictures have been imposed on the Company by any Stock Exchange or SEBI or any Statutory authority during the last three years.

15. Repositioning Pneumatics Business Unit :

Pneumatics Business Unit of Schrader Duncan Limited has been re-positioned as "Fluid Power & Automation (FPA)" Business Unit and all our new promotion material/marketing communication reflects this change.

16. Acknowledgements

Your Directors would like to thank to the Bankers, Central and State Government, Stock Exchanges, other Regulatory Agencies, Investors, Shareholder and Employees of the Company and wish to acknowledge and place on record their sincere appreciation for the continuous excellent support given by them to the Company and their confidence in its management. Industrial relations continued to be cordial and peaceful.

On behalf of the Board of Directors Shantanu Parvati Mumbai, May 22, 2014 Whole Time Director

Mar 31, 2013

The Directors present their Fifty Second Report to the shareholders together with the accounts for the year ended March 31,2013. The operating results as disclosed in the accounts are summarised below:

(INR Million) 2012-2013 2011-2012

(Loss)/Profit before charging depreciation and 2.31 327.20 taxes

Depreciation 24.37 24.26

(Loss)/Profit before tax (22.06) 302.94

(Reversal of Provision) /Provision for Tax (27.15) 98.31

(Loss Profit after tax 5.09 204.63

Balance carried from previous year 204.63 2

Balance carried forward 209.72 204.63

Dividend

Your Directors do not consider it prudent to recommend a dividend this year owing to the operating losses incurred.

Performance

Your company has shown 14% increase in sales revenue, while Operating Loss has reduced by INR 63.45 Million, from INR 116.09 Million in FY2011 -12 to Rs 52.64 Million in FY2012-13.

This is primarily due to increase in capacity utilization and volume ramp up at the new Ranjangon Plant and various restructuring/ rationalization and cost reduction initiatives undertaken at both business units. With majority of the restructuring initiatives completed and some underway, your company is now on a stronger platform to leverage market opportunities for stable growth and performance in the coming years.

Operations

The turnover of Automotive Business Unit has increased by 41 % from INR 233.00 Million in the previous year to 329.27 million in the current year.

This growth has been driven by volume ramp-up of the plant and consistency in quality and delivery of products, thereby resulting into approvals and increase in orders from major OEMs.

The turnover of Pneumatics Business Unit saw a decrease of 7% from INR 311.17 Million in the previous year to 289.92 million in the year ended March 31,2012.

The Pneumatic Business Unit sustained competitive pressure and slow down in some core sectors in the second half of this financial year to maintain its share of business in its key market segments. This was achieved thru improved delivery of standard and customized products, by increase in productivity and value engineering initiatives.

Public Deposits

The company has not accepted any fixed deposits from the public or shareholders.

Significant developments

- The Merger of M/s Associated Polymers Limited (being 100% subsidiary of the company) after all necessary approvals and sanction by the jurisdictional High Court was completed on 17th May 2013. As per the scheme of Merger, the Accounts covered in this report include the results of the transferor company with effect from 1st April 2012 being the ''Appointed Date'' for the Merger.

- In accordance with Merger Order from Jurisdictional High Court, INR 38.21 Million have been shown as Capital reserve in the Financials of the company.

- During the Year, company has sold its Land located at MIDC Tarapur, and reported an exceptional profit of INR 44.78 Million.

- During the year, the company has also completed the process of closure of its rubber mixing operations at MIDC Tarapur. Based on the settlement with the workers employed at MIDC, Tarapur - total liability of INR 3.70 Million has been accounted during the year as exceptional item.

- During the year, the company has completed the process of shifting the Pneumatics manufacturing operations from Mahape to Ranjangaon for rationalisation and consolidation. Based on the Memorandum of settlement with the union of workmen employed at Mahape, total liability of INR 10.50 Million has been accounted during the year as exceptional item.

Change in Shareholding

The foreign promoters namely, Schrader Bridgeport International Inc, USA opted to exit the joint venture and sold their entire stake comprising 50% of the share capital to the Indian promoter. The transaction took place in the 1 st fortnight of April 2012.

Directors

Mr. J P Goenka and Mr. B B Tandon retire by rotation and are eligible for re-appointment. Your Directors propose his re-appointment as set out in the notice.

Auditors Report (2013)

The Auditors have reported in the Annexure to the Auditors Report, which is Self explanatory and do not require further explanation

Corporate Governance

As per clause 49 of the Listing Agreement with the Bombay Stock Exchange, a section on Corporate Governance and Management Discussion and Analysis is annexed to this report.

Details regarding all elements of remuneration package of all Directors, fixed component and performance linked incentives, service contract, notice period, severance fees and details of stock options are covered in point no 3(B)(iv), (v), (vi) and (vii) of the Corporate Governance Report.

A certificate from M/s Vaishnav Associates, Pune confirming compliance of Corporate Governance is also annexed.

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

A statement giving details of conservation of energy, technology absorption, exports and foreign exchange earnings and outgo pursuant to Section 217(1) (e) read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is set out in Annexure I to this Report.

Details pursuant to the requirements of Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975.

There is no Employee covered under the aforesaid section.

Industrial Relations

Industrial Relations were cordial during the year. The Directors are pleased to record their appreciation of services rendered by the employees and all staff at all levels.

Directors Responsibility Statement

In Compliance with the provisions of Section 217 (2AA) of the Companies Act, 1956, your Directors wish to place on record based on the information made available to them

i) in the preparation of the annual accounts, the applicable Accounting Standards had been followed along with proper explanation relating to material departure;

ii) they have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Com pany at the end of the financial year and of the profit or loss of the Com pany 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 safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

iv) they have prepared the annual accounts on a going concern basis. Cost Auditors

Mr. Laxman Pawar, Cost Accountants, Pune, have been appointed as Cost Auditors of the company.

Statutory Aud itors

Your Directors propose to re- appoint M/s Singhi & Co, Chartered Accountants, Mumbai as Statutory Auditors of the Company.

Acknowledgement

Your Directors place on record their appreciation for the contribution made by the employees. They also take this opportunity to thank the customers, dealers, suppliers, bankers, business associates and the valued shareholders for the continuous support and encouragement.

On behalf of the Board of Directors

J P Goenka Chairman

Mumbai, May 24, 2013

Mar 31, 2012

The Directors present their Fifty First report to the shareholders together with the accounts for the year ended March 31,2012. The operating results as disclosed in the accounts are summarised below:

Rs Million

2011-2012 2010-2011

(Loss)/Profit before charging 327.20 (191.01) depreciation and taxes

Depreciation 24.26 25.00

(Loss)/Profit before tax 302.94 (216.01)

Provision for Tax 98.31 3.93

(Loss)/Profit after tax 204.63 (212.08)

Balance carried from previous year (6.30) 205.78

Balance carried forward 198.33 (6.30)

Dividend

Your Directors do not consider it prudent to recommend a dividend this year owing to the operating losses incurred.

Performance

Your company has shown 9% increase in sales revenue, while Operating Loss has increased by Rs 34.0 Million, from Rs 82.1 Million in FY 2010-11 to Rs 116.1 Million in FY2011-12.

This is primarily due to longer than estimated time taken for volume ramp up at the new Ranjangon Plant and various restructuring/ rationalization initiatives undertaken at both business units. With majority of the restructuring initiatives completed and some underway, your company is now on a stronger platform to leverage market opportunities for stable growth and performance in the coming years.

Operations

The turnover of Automotive Business Unit has increased by 29% from 180.27 million in the previous year to 233.00 million in the current year. This growth has been driven by stabilization of the plant and consistency in quality and delivery of products, thereby resulting into approvals and increase in orders from major OEMs.

The turnover of Pneumatics Business Unit has been stable with a marginal decrease of 2% from 318.63 million in the previous year to 311.17 million in the

year ended March 31,2012.

The Pneumatic Business Unit sustained competitive pressure and slow down in some core sectors in the second half of this financial year to maintain its share of business in its key market segments. This was achieved thru rationalization of standard and customized products, increase in productivity and improvement in delivery lead time.

Sale of Mulund Land

The company had, on March 26, 2011, entered into an agreement for sale-cum- development of its land at Mulund Plant. During the financial year 2011-12, the company has met all its obligations as a seller except for completing the administrative process for mutation for a small portion of land in its name. The company is of the view that all significant risks and rewards in respect of the said land have been transferred to the buyer which has been adequately supported by a legal opinion and accordingly, Profit on Sale of land amounting to Rs. 419.03 Million has been recorded during the quarter ended March 31, 2012 and disclosed as exceptional item. Out of the total sales consideration, the company is yet to receive an amount of Rs. 219.35 Million and same has been disclosed in the financial statements as at March 31,2012 under the head "Other Current Assets".

Public Deposits

The company has not accepted any fixed deposits from the public or shareholders.

Subsidiary

Associated Polymers Limited, the Company's subsidiary processed 156 MT of rubber compound during the year ended March 31,2012 as against 126 MT in the previous year. The rubber compound that was processed during the year was entirely supplied to the Company.

Accounts of the subsidiary company

Annual Accounts of Subsidiary company and the related detailed information can be obtained on request by the shareholders of the company and of the subsidiary company. These are also available for inspection at Registered Office of the company on all working days.

Change in shareholding

The foreign promoters namely, Schrader Bridgeport International Inc, USA opted to exit the joint venture and sold their entire stake comprising 50% of the share capital to the Indian promoter. The transaction took place in the 1st fortnight of April 2012.

Directors

Mr A Goenka retires by rotation and is eligible for re-appointment. Your Directors propose his re-appointment as set out in the notice.

Appointments

Mr Shantanu Parvati was appointed as Additional Director and Whole Time Director w.e.f July 29,2011.

Mr BBTandon was appointed as Additional Director on April 13,2012.

Mr NitinKaul was appointed as Additional Director on April 13,2012.

Mr O P Dubey was appointed as an Additional Director on April 26,2012.

These Directors' terms shall expire at the ensuing Annual General Meeting. Your Directors propose their appointment as set out in the notice.

Resignations

Mr Ravi Swaminathan resigned as Managing Director of the Company in June 2011.

Mr Steven Lutz, Mr Jean Michel Bolmont and Mr Nitin Kaul resigned from the Board as nominees of SBII in April 2012.

Mr R C Khanna has resigned from the Board with effect from 13th April, 2012

Mr M K Sharma has resigned from the Board with effect from 26th April, 2012

Your Board of Directors wishes to place on record its appreciation for the support extended by these Directors during their tenure in office.

Auditors Report

The Auditors have reported in the Annexure to the Auditors Report that the general information systems & controls need to be strengthened. Your directors wish to inform that the management is in the process of implementation of adequate control systems.

Corporate Governance

As per clause 49 of the Listing Agreement with the Bombay Stock Exchange, a section on Corporate Governance and Management Discussion and Analysis is annexed to this report.

Details regarding all elements of remuneration package of all Directors, fixed component and performance linked incentives, service contract, notice period, severance fees and details of stock options are covered in point no 3(B)(iv), (v), (vi) and (vii) of the Corporate Governance Report.

A certificate from M/s N L Bhatia & Associates confirming compliance of Corporate Governance is also annexed.

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

A statement giving details of conservation of energy, technology absorption, exports and foreign exchange earnings and outgo pursuant to Section 217(1)(e) read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is set out in Annexure I to this Report.

Details pursuant to the requirements of Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 is set out in Annexure II to this Report.

Industrial Relations

Industrial Relations were cordial during the year. The Directors are pleased to record their appreciation of services rendered by the employees and all staff at all levels.

Directors Responsibility Statement

In Compliance with the provisions of Section 217 (2AA) of the Companies Act, 1956, your Directors wish to place on record based on the information made available to them

i) in the preparation of the annual accounts, the applicable Accounting Standards had been followed along with proper explanation relating to material departure;

ii) they have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss 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 safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities and

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

Cost Auditors

Your directors propose to appoint Mr Pramod Dubey, Cost Accountant, Pune, as Cost Auditors of the company.

Statutory Auditors

M/s Price Waterhouse & Co, Chartered Accountants, retire at the conclusion of the Annual General Meeting.

Your Directors propose to appoint M/s Singhi & Co, Chartered Accountants, Mumbai as Statutory Auditors of the Company.

Acknowledgement

Your Directors place on record their appreciation for the contribution made by the employees. They also take this opportunity to thank the customers, dealers, suppliers, bankers, business associates and the valued shareholders for the continuous support and encouragement.

On behalf of the Board of Directors

JPGoenka

Chairman

Mumbai,

May 25,2012

Mar 31, 2011

The Directors present their Fiftieth report to the shareholders together with the accounts for the year ended March 31,2011. The operating results as disclosed in the accounts are summarised below:

Rs. in million 2010-2011 2009-2010

(Loss) / Profit before charging (191.01) 24.58 depreciation and taxes

Depreciation 25.00 15.90

(Loss) / Profit before tax (216.01) 8.68

Provision for Tax 3.93 3.17

(Loss) / Profit after tax (212.08) 5.51

Balance carried from previous year 205.78 205.14

210.65

Proposed Dividend - 3.70

Less : Tax on Dividend - 0.63

Less : Transfer to General Reserve - 0.55

Balance carried forward (6.30) 205.77

Dividend

Your Directors do not consider it prudent to recommend any dividend this year owing to the losses incurred.

Operations

The Pneumatics Division of the Company showed a growth of 9.8% in sales from Rs. 290.21 million in the previous year to Rs. 318.63 million in the year ended March 31, 2011. The capacity of the satellite unit of the Pneumatics Division at Nasik has been increased to meet market demand.

The Automotive Division however witnessed a decline in sales from Rs. 266.41 million in the previous year to Rs. 180.27 million in the current year. The previous years sales were the aggregate of both the Plants at Mulund and Ranjangaon, whereas during the year under review Mulund Plant could contribute to sales only in the first quarter after which it was shut down.

Expenses relating to the closure of the Mulund Plant of around Rs. 160 million has had an adverse impact on the profits and reserves of the Company. Besides, the Company is yet to realize the full potential of the Ranjangaon Plant. Being a new Plant, stabilization of the production process has taken longer than expected. Once approvals would be in place from all customers, the Company would be in a position to increase its turnover.

Raw Materials

There was an increase in the prices of raw materials owing to the prevelant inflationary conditions. The Company could not pass this fully to the customers as a price increase could not be taken in keeping with the general market trend.

Closure of Mulund Plant

The Company closed down its Plant for automotive products at Mulund, Mumbai as it was incurring losses for the past many years. The 177 number of unionized category of workmen and staff employed in the Plant were given voluntary retirement compensation (VRS) aggregating to Rs. 140 million in the month of July 2010.

Sale of Mulund Land

Shareholders may recall that a portion of land at the Mulund Plant site that was in excess of the Companys needs was sold in the year 2006. After closure of the Plant, the remaining portion of land also has been sold for a total consideration of Rs. 430 million. The Company is still in the process of completing all the formalities relative to closure of Plant and obtaining a clear title to a portion of land due to which the land sale could not be concluded during the year under review. The Company expects to complete all the formalities in the current year and realize the land sale proceeds in full.

Change of Registered Office

Pursuant to the special resolution passed by the Shareholders by way of Postal Ballot in October 2010 approval has been received from the Regional Director, Western Region, Ministry of Corporate Affairs for changing the Companys registered office from LBS Marg, Mulund West, Mumbai 400 080 to F-33, Ranjangaon MIDC, Karegaon, Tal Shirur, Pune412 209.

Finance

The Company received an advance against sale consideration of the Mulund land during the year which was used to settle the VRS compensation. The Company has managed its fund flow effectively to ensure smooth operations in the Company. The cost of working capital continues to be under effective control.

Growth Plans

The Companys manufacturing facility in Ranjangaon houses the automotive division and will focus on introducing new product lines and also tap the exports market.

The Pneumatics Division is taking steps to enable it meet the growing market needs.

Public Deposits

The company has not accepted any fixed deposits from the public or shareholders.

Subsidiary

Associated Polymers Limited, the Companys subsidiary processed 126 M T of rubber compound during the year ended March 31,2011 as against 546 M T in the previous year. The supply of rubber compounds used to be made to both the Plants at Mulund and Ranjangaon. Pursuant to the closure of the Mulund Plant, the supply was made only to the Ranjangaon Plant resulting in lower volumes.

Directors

Mr J P Goenka and Mr Steven Lutz retire by rotation and are eligible for re-appointment. These Directors terms shall expire at the ensuing Annual General Meeting. Your Directors propose their appointment as set out in the notice.

Auditors Report

The Auditors have reported in the Annexure to the Auditors Report that the general information systems control needs to be strengthened and there are accumulated cash losses for the current year. Your Directors wish to inform that the management is in the process of implementing adequate systems control and the cash losses are due to the expenses incurred on closure of Mulund Plant which will be made good once the Mulund land sale proceeds would be realized in full.

Corporate Governance

As per clause 49 of the Listing Agreement with the Bombay Stock Exchange, a section on Corporate Governance and Management Discussion and Analysis is annexed to this report.

Details regarding all elements of remuneration package of all Directors, fixed component and performance linked incentives, service contract, notice period, severance fees and details of stock options are covered in point no 3(B)(iv), (v), (vi) and (vii) of the Corporate Governance Report.

A certificate from M/s N L Bhatia & Associates confirming compliance of Corporate Governance is also annexed.

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

A statement giving details of conservation of energy, technology absorption, exports and foreign exchange earnings and outgo pursuant to Section 217(1)(e) read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is set out in Annexure I to this Report.

Details pursuant to the requirements of Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 is set out in Annexure II to this Report.

Industrial Relations

Industrial Relations were cordial during the year. Pursuant to the closure of Mulund Plant, the workmen employed there were given voluntary retirement compensation.

Directors Responsibility Statement

In Compliance with the provisions of Section 217 (2AA) of the Companies Act, 1956, your Directors wish to place on record based on the information made available to them that :-

i) in the preparation of the annual accounts, the applicable Accounting Standards had been followed along with proper explanation relating to material departure;

ii) they have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss 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 safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities and

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

Auditors

M/s Price Waterhouse & Co, Chartered Accountants, retire at the conclusion of the Annual General Meeting and being eligible will be re-appointed.

Acknowledgement

Your Directors place on record their appreciation for the contribution made by the employees. They also take this opportunity to thank the customers, dealers, suppliers, bankers, business associates and the valued shareholders for the continuous support and encouragement.

On behalf of the Board of Directors

J P Goenka Chairman

Mumbai, May 18, 2011

Mar 31, 2010

The Directors have pleasure In presenting their Forty Nineth report to the shareholders together with the accounts for the year ended March 31,2010. The operating results as disclosed In the accounts are summarised below:

Rs in million 2009-2010 2008-2009

Profit before charging depreciation and taxes 24.58 23.57

Depreciation 15.90 5.20

Profit before tax 8.68 18.37

Provision for Tax 3.17 7.48

Profit after tax 5.51 10.89

Balance carried from previous year 205.14 199.67

Profit available for appropriation 210.65 210.57

Proposed Dividend 3.70 3.70

Less: Tax on Dividend 0.63 0.63

Less: Transfer to General Reserve 0.55 1.10

Balance carried forward 205.77 205.14

Dividend

The Directors are now pleased to recommend for consideration of the shareholders dividend of Re 1.00 per share of face value of Rs 10/- per share for the year 2009-2010 on the existing share capital of Rs 36.96 million amounting to Rs 3.69 million and tax on proposed dividend of Rs 0.63 million for which provision has been made In the accounts.

Operations

The Pneumatics Division of the Company showed a growth of 8% In sales from Rs 269.31 million In the previous year to Rs 290.21 million In the year ended March 31,2010.

The Automotive Division also witnessed an increase In sales from Rs 244.62 million In the previous year to Rs 266.41 million In the current year; a growth of 8.90%.

Even though both the divisions showed reasonable growth In sales there has been a reduction In profits by .52.70% as compared to the previous year. The reduction Is on account of the increase in overheads on setting up the new Plant at Ranjangaon, increase in depreciation due to investments made In Plant & Machinery and Increase in interest expenses.

Raw Materials

There was an increase In the prices of raw materials which necessitated the Company to increase the prices of products.

Finance

During the year the Company has utilized funds out of the term loan sanctioned from its bankers to meet the Increased funds requirement of the new facility. The cost of working capital continues to be under effective control.

Growth Plans

The Companys new manufacturing facility in Ranjangaon has commenced commercial production and will focus on introducing new product lines and also tap the exports market.

The Pneumatics Division is capacity enabled to cater to the market needs.

Public Deposits

The company has not accepted any fixed deposits from the public or shareholders.

8

Subsidiary

Associated Polymers Limited, the Companys subsidiary processed 564 M. T. of rubber compound during the year ended March 31,2010 as against 325 M. T. in the previous year. The increase in quantity is attributed to third party processing during the year.

Directors

Mr. Arvind Goenka and Mr. Nitin Kaul retire by rotation and are eligible for re-appointment. Your Directors propose their re-appointment as set out in the notice.

Auditors Report

The Auditors have reported in the Annexure to Auditors Report that the inventory records in the Pneumatics Business Unit were not up dated and the general information system control needs to be strengthened. Your Board wishes to inform that these issues have been taken up for resolution.

Corporate Governance

As per clause 49 of the Listing Agreement with the Bombay Stock Exchange, a section on Corporate Governance and Management Discussion and Analysis is annexed to this report.

Details regarding all elements of remuneration package of all Directors, fixed component and performance linked incentives, service contract, notice period, severance fees and details of stock options are covered in point no 3(B)(iv), (v), (vi) and (vii) of the Corporate Governance Report.

A certificate from M/s. N. L. Bhatia & Associates confirming compliance of Corporate Governance is also annexed.

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

A statement giving details of conservation of energy, technology absorption, exports and foreign exchange earnings and outgo pursuant to Section 217(l)(e) read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 Is set out In Annexure I to this Report.

Industrial Relations

Industrial Relations were cordial during the year. Fresh wage settlement was negotiated and settled amicably with the workmen of both the Divisions during the year.

Details pursuant to the requirements of Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 is set out in Annexure II to this Report.

Directors Responsibility Statement

In Compliance with the provisions of Section 217 (2AA) of the Companies Act, 1956, your Directors wish to place on record

based on the information made available to them

ii) that in the preparation of the annual accounts, the applicable Accounting Standards had been followed along with

proper explanation relating to material departure; ii) that they have selected such accounting policies and applied them consistently and made judgements and estimates

that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of

the financial year and of the profit or loss of the Company for that period; iii) that they have taken proper and sufficient care for the maintenance of adequate accounting records In accordance with

the provision of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other

Irregularities and iv) that they have prepared the annual accounts on a going concern basis.

Auditors

M/s Price Waterhouse & Co, Chartered Accountants, retire at the conclusion of the Annual General Meeting and are eligible for re-appointment. The Company has received a confirmation from them to the effect thct their re-appointment, if made, will be within the limits prescribed u/s 224(1B) of the Companies Act, 1956.

On behalf of the Board of Directors

P. Goenka

Chairman Mumbai. May 26, 2010

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