Dhoot Industrial Finance Ltd.-இன் இயக்குநர் அறிக்கை

Mar 31, 2015

The Directors have pleasure in presenting the 37thAnnual Report of the Company together with the audited accounts for the year ended March 31, 2015.

1. Financial summary/highlights and State of Company's affairs.

During the said financial year:

a. The turnover of the Company is Rs,.13,025.49 Lacs /- as against Rs,.7,282.01 Lacs /- for the last year.

b. The net profit/ of the Company is Rs,.414.29 Lacs /- as against Rs,.161.63 Lacs /- for the last year.

2. Change in the nature of business.

Not applicable.

3. Board Meetings.

The Board met 5 times on May 30, 2014; July 7, 2014; August 12, 2013; November 14, 2014 and February 13, 2015 during the said financial year.

4. Audit Committee.

The Audit Committee was formed on April 21, 2003. The Audit Committee consists of Mr. Rajesh M. Loya – Chairman and Members – Mr. Girish C. Choksey, Mr. AbhayFirodia and Mr. Rajgopal R. Dhoot. The Audit Committee met 4 times on May 30, 2014; August 12, 2014; November 14, 2014 and February 13, 2015 during the said financial year.

5. Stakeholder Relationship Committee.

The Stakeholder Relationship Committee was formed on April 21, 2003 to consider and resolve the grievances of security holders of the Company. The Stakeholder Relationship Committee consists of Mr. Rajesh M. Loya - Chairman and Mr. Bharat C. Mistry - Member. The Stakeholders Relationship Committee met 2 times on April 15, 2014 and October 15, 2014 during the said financial year.

6. Reserves.

The Board do not propose to carry any amount to reserves for the said financial year

7. Dividend.

Your Directors do not recommend any dividend for the year with a view to conserve the resources for the future growth of the Company.

8. Particulars of loans and investment and utility purpose by the recipient under section 186.

Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided in the standalone financial statement (Please refer to Note 10,27to the standalone financial statement).

9. Particulars of contracts or arrangements with related parties under Section 188 (1).

Particulars of contracts or arrangements with related parties referred to Section 188 (1) is annexed here in form AOC-2, at Annexure I.

10. Details of Directors or key managerial personnel who were appointed or have resigned during the year.

Name of Director or Designation Date of appointment/ Date of key managerial personnel re- appointment resignation

Mrs. Vaidehi Rohit Dhoot Additional & Non-Executive Director 14/11/2014 Not appli- cable

Mr.Bharat Champaklal Mistry Chief Financial Officer 13/02/2015 Not appli- cable

11. Policy on Directors' appointment, remuneration and others as formulated by the Nomination & Remuneration Committee.

The Nomination & Remuneration Committee has formulated the following policy:

a. Directors' appointment and remuneration: As best suited for Company's business and in accordance with the applicable law.

b. Criteria for determining qualifications, positive attributes and independence of a Director: As per the Companies Act, 2013.

c. Remuneration for key managerial personnel and other employees: At present Non–executive and Independent Directors are not paid any remuneration except sitting fees for attending Board Meetings. The Managing Director is paid remuneration as per the terms of his appointment.

12. Statement on declaration given by Independent Director/s under Section 149.

Mr. Rajesh M. Loya – Chairman and Members – Mr. Girish C. Choksey, Mr. AbhayFirodia and Mr. Rajgopal R. Dhoot– Independent Director/s has given declarations that they meets the criteria of independence for said financial year as provided in section 149 as on 01/10/2014 i.e. with effect from their new term of appointment.

13. Formal annual evaluation.

The Board of Directors has devised a policy for the performance evaluation and accordingly evaluation process was carried for the financial year for Board of Directors, Board Committees, Independent Directors and other individual Directors.

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

A. Conservation of energy

i. Steps taken or impact on conservation Wherever possible, the Company strives to of energy curtail the energy consumption on a continuous basis

ii. Steps taken for utilizing alternate Nil

sources of energy

iii. Capital investment on energy Not Applicable

conservation equipments

B. Technology absorption

i. Efforts made towards technology absorption Not Applicable

ii. The benefits derived like product Not Applicable

improvement, cost reduction, product development or import substitution

iii. Imported technology ( imported during last three years reckoned from the beginning of the financial year)

a. the details of technology imported Not Applicable

b. the year of import Not Applicable

c. whether the technology been fully absorbed Not Applicable

d. if not fully absorbed, areas where absorption Not Applicable has not taken place, and the reasons thereof

iv. Expenditure incurred on research and Not Applicable development

15. Details on deposits covered under Chapter V – the Companies (Acceptance of Deposits) Rules, 2013 of the Act.

Not applicable

16. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company's operations in future.

Not applicable

17. Other Company/ies which have become or ceased to be Company's subsidiaries, joint ventures or associate companies.

Not applicable

18. Performance and financial position of Associate Company included in the consolidated financial statement: N. A.

19. Extract of annual return.

The extract of the annual return is annexed here, in form MGT. 9, at Annexure II.

20. Disclosures about Corporate Social Responsibility.

Not applicable

21. Disclosure on Remuneration.

None of the employees of the Company fall within the purview of the provisions of the Companies Act, 2013, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 hence, no information is required to be disclosed.

22. Material changes between the period 31/03/2015 and 29/05/2015.

No material changes and commitments have occurred between the end of the financial year of the Company to which the financial statements relate and the date of this report affecting the financial position of the Company.

23. Details in respect of adequacy of internal financial controls with reference to the financial statements.

The Company has in place adequate internal financial controls with reference to financial statements.

During The year, such controls were tested and no reportable material weakness in the design or operation were observed.

24. Risk management policy.

During the year, your Directors have constituted a Risk Management Committee which has been entrusted with the responsibility to assist the Board in (a) Overseeing and approving the Company's enterprise wide risk management framework; and (b) Overseeing that all the risks that the organization faces such as strategic, financial, credit, market, liquidity, security, property, IT, legal, regulatory, reputational and other risks have been identified and assessed and there is an adequate risk management infrastructure in place capable of addressing those risks.

25. Vigil mechanism.

The Company has established vigil mechanism for directors and employees to report genuine concerns, to provide for adequate safeguards against victimisation of employees and directors who avail of the vigil mechanism and provides for direct access to the Mr. Rajesh Loya - Chairperson of the Audit Committee in exceptional cases. The details of establishment of such mechanism have been disclosed on the website of the Company.

26. Statutory Auditors.

M/s. Bansi S. Mehta & Co., Chartered Accountants (Firm Reg. No. – 100991W), Statutory Auditors of the Company who retire at the ensuing Annual General Meeting and being eligible, offer themselves for re- appointment for the year 2015-2016. Your Directors' recommend their re-appointment until the conclusion of the next Annual General Meeting.

27. Secretarial Audit Report.

The Secretarial Audit Report as given by Ms. Manisha Khater of M/s. Manisha C. Khater & Associates – Company Secretaries (Membership No. 22672 & COP No. - 8692)is enclosed herewith in Form MR. 3 at

Annexure III.

28. Explanation/ Comments by the Board on qualification, reservation or adverse remark or disclaimer made in Auditors' Report and Secretarial Audit Report.

Not applicable.

29. Directors' responsibility statement.

Your Directors' confirm that:

a. In the preparation of the annual accounts, the applicable accounting standards had been followed and there were no material departures;

b. 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 of the profit of the Company for that period;

c. The Directors had 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.

d. The Directors had prepared the annual accounts on a going concern basis; and

e. The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively

30. Acknowledgments.

Your Directors wish to place on record its appreciation to the Staff, Executives, Company's Bankers, Auditors and Government Authorities for their co-operation, guidance and support.

For & on behalf of the Board

Place: Mumbai Rajgopal Dhoot Bharat Mistry

Date: May 29, 2015 Chairman Chief Financial Officer

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Mar 31, 2014

Dear Members,

The Directors'' have pleasure in presenting the Thirty Sixth Annual Report together with the Audited Statement of Accounts for the year ended March 31, 2014.

1. FINANCIAL HIGHLIGHTS: (Rs. in Lacs)

Particular Year ended Year ended 31-Mar-2014 31-Mar-2013

Total Income 7250.88 8646.48

Profit before Depreciation and tax 264.03 218.23

Less : Depreciation 64.06 70.91

Profit Before Tax 199.97 147.32

Less: Provision for tax (34.70) (3.20)

Add : Deferred Tax (Net) 17.09 25.80

Add/(Less): Provision for earlier years (20.73) 6.80

Profit After Tax 161.63 176.72

Add : Surplus Brought forward from previous years 2740.36 2563.64

Balance Carried to Balance Sheet 2902.00 2740.36

2. BUSINESS & PERFORMANCE:

During the year under review, total income is Rs.7250.88 Lacs and the profit after tax is Rs.161.63Lacs, compared to Rs. 8646.48 Lacs and Rs.176.72 Lacs in last year respectively. The Windmill has generated 24.30 Lacs Units.

3. DIVIDEND:

The Board of Directors do not recommend any dividend for the financial year ended March 31, 2014 with a view to conserve the resources for the future growth of the Company.

4. DIRECTOR''S RESPONSIBILITY STATEMENT:

Pursuant to Section 217(2AA) by the Companies Act, 1956, your Directors confirm:-

(i) that in the preparation of the annual accounts for the financial year ended March 31,2014, the applicable accounting standards had been followed along with proper explanation relating to material departures;

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

(iii) that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(iv) that the directors had prepared the annual accounts for the year financial ended 31st March, 2014 on a ''going concern'' basis.

5. DEPOSITS:

The Company did not accept any deposit as defined under the Companies (Acceptance of Deposits) Rules, 1975 during the year ended 31st March, 2014.

6. CORPORATE GOVERNANCE:

Your company has complied with the Corporate Governance regulations as laid down in Clause 49 of the listing agreement of the Bombay Stock Exchange. A detailed Compliance Report on Corporate Governance together with the Certificate from M/s. Bansi S. Mehta & Co., Chartered Accountants is enclosed with this Annual Report.

7. DIRECTORS:

In accordance with the provisions of the Articles of Association and the Companies Act, 1956, Mr. Girish Choksey retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. Your Directors recommend his re-appointment.

In order to comply with the provisions of the Companies Act, 2013 and proposed revised Clause 49 of the Listing Agreement which shall come into effect from October 1, 2014, your Directors recommend re-appointment of all Independent Directors i.e. Mr. Abhay Firodia, Mr. Girish Choksey and Mr. Rajesh Loya for five consecutive years with effect from October 1, 2014 up to September 30, 2019.

As on May 30, 2014, the Board has constituted Nomination Committee consisting of Members

* Mr. Rajgopal Dhoot, Mr. Rajesh Loya, Mr. Abhay Firodia and Mr. Girish Choksey with Mr. Rajesh Loya being the Chairman and Risk Management Committee consisting of Members

* Mr. Rohit Dhoot and Mr. Rajgopal Dhoot.

8. STATUTORY AUDITORS:

M/s. Bansi S. Mehta & Co. Chartered Accountants - Statutory Auditors of the Company holds office up to the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment for the year 2014-2015. Your Directors'' recommend their re-appointment until the conclusion of the next Annual General Meeting.

9. EMPLOYEES:

None of the employees of the Company fall within the purview of the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, i.e., No employee of the Company was in receipt of remuneration/ part thereof of Rupees Sixty lakhs p.a./ Rupees Five lakhs per month. Hence no information is required to be submitted.

10. CONSERVATIONS OF ENERGY, TECHNOLOGY ABSORBTION AND FOREIGN EXCHANGE EARNINGS & OUTGO:

As per the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988:

Particulars Reporting for the year ended 31/03/2014

1 Conservation Of Energy

A energy conservation measures Wherever possible, the Company taken strives to curtail the energy consumption on a continuous basis

B additional investments and Nil proposals, if any, being implemented for reduction of consumption of energy

C impact of the measures at (a) Not Applicable and (b) above for reduction of energy consumption and consequent impact on the cost of production of goods

D Total energy consumption and Not Applicable to the Company energy consumption per unit of production as per ''Form A of the Annexure in respect of industries specified in the Schedule to the Rules.

2 Technology Absorption

E efforts made in technology Not Applicable to the Company absorption as per ''Form B'' of the Annexure to the Rules.

3 Foreign exchange earnings and outgo

F activities relating to exports; NIL initiatives taken to increase exports; development of new export markets for products and services; and export plans

G Total foreign exchange used and Foreign exchange used: earned Travelling - INR Rs. 8.32 Lacs

Foreign exchange earned: Nil

Foreign Exchange Difference: Nil

11. ACKNOWLEDGEMENT:

The Board takes this opportunity to thank Customers, Bankers, Shareholders and Employees for the co-operation and assistance extended to the Company and they look forward to their continued support.

By Order of the Board For DHOOT INDUSTRIAL FINANCE LIMITED

Place: Mumbai Rajgopal Dhoot Date: May 30, 2014 Chairman

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Mar 31, 2013

The Directors'' have pleasure in presenting the Thirty Fifth Annual Report together with the Audited Statement of Accounts for the year ended 31st March, 2013.

1. FINANCIAL HIGHLIGHTS:

(Rs. in Lacs)

Particular Year ended Year ended March 31, 2013 March 31, 2012

Total Income 8646.48 9707.98

Profit before Depreciation and tax _ 218.23 240.11

Less : Depreciation 70.91 79.94

Profit Before Tax 147.32 160.17

Less: Provision for tax (3.20) (7.40)

Add: Deferred Tax (Net) 25.80 72.18

Add/(Less): Provision for earlier years 6.80 -

Profit After Tax 176.72 224.95

Add : Surplus Brought forward from previous, years 2563.64 2338.69

Balance Carried to Balance Sheet 2740.36 2563.64

2. BUSINESS & PERFORMANCE:

During the year under review, total income is Rs.8646.48Lacs and the profit after tax is Rs.176.72Lacs, compared to Rs.9,707.98 Lacs and T.224.95 Lacs in last year respectively. The Windmill has generated 24.25 Lacs Units.

3. DIVIDEND:

The Board of Directors do not recommend any dividend for the financial year ended 31st March, 2013 with a view to conserve the resources for the future growth of the Company.

4. DIRECTOR''S RESPONSIBILITY STATEMENT:

Pursuant to Section 217(2AA) by the Companies Act, 1956, your Directors confirm:-

(i) that in the preparation of the annual accounts for the financial year ended 31st March, 2013, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(ii) that the directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review;

(iii) that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(iv) that the directors had prepared the annual accounts for the year financial ended 31st March, 2013 on a ''going concern'' basis.

5. DEPOSITS:

The Company did not accept any deposit as defined under the Companies (Acceptance of Deposits) Rules, 1975 during the year ended 31st March, 2013.

6. CORPORATE GOVERNANCE:

Your company has complied with the Corporate Governance regulations as laid down in Clause 49 of the listing agreement of the Bombay Stock Exchange. A detailed Compliance Report on Corporate Governance together with the Certificate from M/s. Bansi S. Mehta & Co., Chartered Accountants is enclosed with this Annual Report

7. DIRECTORS:

The resignation of Mr. S. Venkatachalam from the Directorship of the Company due to his sad demise on September 9, 2012 was taken on recoid by the Board at its Meeting held on November 9, 2012. The Board expresses its gratitude for the services rendered by Mr. S. Venkatachalam to the Company.

ih accordance with the Articles of Association of the Company and provisions of the Companies Act, 1956, Shri. Abhay Firodia retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. Your Directors recommend their re-appointment.

8. STATUTORY Auditors:

M/s. Bansi S. Mehta & Co. Chartered Accountants - Statutory Auditors of the Company holds office up to the conclusion of the ensuing Annua! General Meeting and sbeing eligible, offer themselves for re-appointment for the year 2013-2014. Your Directors'' recommend their re-appointment until the conclusion of the next Annual General Meeting.

9. EMPLOYEES:

None of the employees of the Company fall within the purview of the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, i.e., No employee of the Company was in receipt of remuneration/ part thereof of INR Sixty lakhs p.a./ INR Five lakhs per month. Hence no information is required to be submitted.

11. ACKNOWLEDGEMENT:

The Board takes this opportunity to thank Customers, Bankers, Shareholders and Employees for the co-operation and assistance extended to the Company and they look forward to their continued support.

By Order of the Board

For DHOOT INDUSTRIAL FINANCE LIMITED

Rajgopal Dhoot

Place: Mumbai Chairman

Date: 30lh May 2013

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Mar 31, 2012

The Directors' have pleasure in presenting the Thirty Fourth Annual Report together with the Audited Statement of Accounts for the year ended 31st March, 2012.

1. FINANCIAL HIGHLIGHTS:

(Rs. in Lacs) Particular Year ended Year ended March 31, 2012 March 31, 2011

Total Income 9707.98 20826.75

Profit before Depreciation and tax 240.11 746.85

Less : Depreciation 79.94 95.11

Profit Before Tax 160.17 651.74

Less: Provision for tax (7.40) (168.10)

Add : Deferred Tax (Net) 72.18 25.36

Add/(Less): Provision for earlier years - 24.38

Profit After Tax 224.95 533.38

Add : Surplus Brought forward from previous years 2338.69 1805.31

Balance Carried to Balance Sheet 2563.64 2338.69

2. BUSINESS & PERFORMANCE :

During the year under review, total income is Rs..9,707.98 Lacs and the profit after tax is Rs..224.95 Lacs, compared to Rs..20,826.75 Lacs and Rs.533.38 Lacs in last year respectively.

The Windmill has generated 22.30Lacs Units

The Board of Directors to conserve the resources do not recommend payment of any dividend for the financial year ended 31st March 2012

3. DIRECTOR'S RESPONSIBILITY STATEMENT:

Pursuant to Section 217(2AA) by the Companies Act, 1956, your Directors confirm:-

(i) that in the preparation of the annual accounts for the financial year ended 31st March, 2012 the applicable accounting standards had been followed along with proper explanation relating to material departures;

(ii) that the directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review;

(iii) that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(iv) that the directors had prepared the annual accounts for the year financial ended 31st March, 2012 on a ‘going concern' basis.

4. FIXED DEPOSIT:

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

5. CORPORATE GOVERNANCE:

Your company has complied with the Corporate governance regulations as laid down in clause 49 of the listing agreement with Bombay Stock Exchange Ltd, A detailed compliance report on Corporate Governance is enclosed in this report.

6. DIRECTORS :

Shri Rajgopal Dhoot, Director is liable to retire by rotation and being eligible offers himself for reappointment.

Shri Rajesh M. Loya, Director is liable to retire by rotation and being eligible offers himself for reappointment.

7. AUDITORS:

M/s. Bansi S. Mehta & Co. Chartered Accountants, Mumbai Auditors of the Company, holds office up to the conclusion of the Annual General Meeting and are eligible for re-appointment.

8. PARTICULARS OF EMPLOYEES:

None of the employees received remuneration during the year in excess of the limit specified under section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules 1975, as amended.

9. PARTICULARS FOR CONSERVATIONS OF ENERGY, TECHNOLOGY ABSORBTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The Company's project regarding generation, supply and distribution of electric power by use of non conventional renewable energy devices does not consume any energy. However the company has taken effective steps to conserve the energy and the said efforts has reduced the cost of generation of electric power. The Company has deployed indigenous technology for the generation of the electric power. The details required to be given in form A is not applicable to the Company. The Company has not earned any foreign exchange and there was foreign exchange outgo of Rs.9.03 Lacs.

10. ACKNOWLEDGEMENT:

The Board takes this opportunity to thank Customers, Bankers, Shareholders and Employees for the co-operation and assistance extended to the company and they look forward to their continued support.

By Order of the Board For DHOOT INDUSTRIAL FINANCE LIMITED

Rajgopal Dhoot Chairman

Place: Mumbai

Date: 31st May 2012

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Mar 31, 2011

Dear Members,

The Directors' have pleasure in presenting the Thirty Third Annual Report together with the Audited Statement of Accounts for the year ended 31st March, 2011.

1. FINANCIAL HIGHLIGHTS: (Rs in Lakhs)

Particular Year ended Year ended

March 31, 2011 March 31, 2010

Total Income 20689.38 13571.20

Profit before Depreciation and tax 746.85 458.94

Less : Depreciation 95.11 113.98

Profit Before Tax 651.74 344.96

Less: Provision for tax (168.10) (96.43)

Add : Deferred Tax (Net) 25.36 25.73

Add: Fringe Benefit Tax -- --

Add/(Less): Provision for earlier years 24.38 (28.56)

Profit After Tax 533.38 245.70

Add : Surplus Brought forward from previous years 1805.31 1559.61

Balance Carried to Balance Sheet 2338.69 1805.31

2. BUSINESS & PERFORMANCE :

During the year under review, total income is Rs 20,689.38 Lacs and the profit after tax is Rs. 533.38 Lacs, compared to Rs 13,571.20 Lacs and RS.245.70 Lacs in last year respectively.

The Windmill has generated 22.26Lacs Units

The Board of Directors to conserve the resources do not recommend payment of any dividend for the financial year ended 31st March 2011.

3. DIRECTOR'S RESPONSIBILITY STATEMENT:

Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors confirm:-

(i) that in the preparation of the annual accounts for the financial year ended 31st March, 2011, the applicable accounting standards had been followed along with proper expla- nation relating to material departures;

(ii) that the directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review;

(iii) that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(iv) that the directors had prepared the annual accounts for the year financial ended 31st March, 2011 on a 'going concern' basis.

4. FIXED DEPOSIT:

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

5. CORPORATE GOVERNANCE:

Your company has complied with the Corporate governance regulations as laid down in clause 49 of the listing agreement with Bombay Stock Exchange Ltd, A detailed compliance report on Corporate Governance is enclosed in this report.

6. DIRECTORS :

Shri Girish C Choksey, Director is liable to retire by rotation and being eligible offers himself for reappointment.

Shri Abhay Firodia, Director is liable to retire by rotation and being eligible offers himself for reappointment.

Shri R.K. Dhoot reappointed as Managing Director of the Company for a period of 5 years with effect from April 2011.

7. AUDITORS:

M/s. Bansi S. Mehta & Co. Chartered Accountants,Mumbai Auditors of the Company, holds office up to the conclusion of the Annual General Meeting and are eligible for re-appoint- ment.

8. PARTICULARS OF EMPLOYEES:

None of the employees received remuneration during the year in excess of the limit specified under section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules 1975, as amended.

9. PARTICULARS FOR CONSERVATIONS OF ENERGY, TECHNOLOGY ABSORBTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The Company's project regarding generation, supply and distribution of electric power by use of non conventional renewable energy devices does not consume any energy. However the company has taken effective steps to conserve the energy and the said efforts has reduced the cost of generation of electric power. The Company has deployed indig- enous technology for the generation of the electric power. The details required to be given in form A is not applicable to the Company. The Company has not earned any foreign exchange and there was foreign exchange outgo of Rs.13.37 Lacs.

10. ACKNOWLEDGEMENT:

The Board takes this opportunity to thank Customers, Bankers, Shareholders and Employees for the co-operation and assistance extended to the company and they look forward to their continued support.

By Order of the Board For DHOOT INDUSTRIAL FINANCE LIMITED

Rajgopal Dhoot

Chairman Place: Mumbai Date : 12th July, 2011

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Mar 31, 2010

The Directors ave pleasure in presenting the Thirty Second Annual Report together with the Audited Statement of Accounts for the year ended 31st March, 2010.

1. FINANCIAL HIGHLIGHTS.

(Rs. in Lacs)

Year ended Year ended

March 31, 2010 March 31, 2009

Total Income 13571.20 10014.67

Profit before Depreciation and tax 458.94 173.00

Less : Depreciation 113.98 131.65

Profit Before Tax 344.96 41.35

Less: Provision for tax (96.43) (1.66)

Add : Deferred Tax (Net) 25.73 (7.21)

Add : Fringe Benefit Tax - (4.11)

Add/(Less): Provision for earlier years (28.56) 4.80

Profit After Tax 245.70 33.17

Add : Surplus Brought forward from previous years 1559.61 1561.83

Balance Carried to Balance Sheet 1805.31 1595.00

2. BUSINESS & PERFORMANCE:

During the year under review, total income is at Rs.13,571.20 Lacs and the profit after tax is at Rs.245.70 Lacs, compared to Rs. 10,014.67 Lacs and Rs.33.17 Lacs in last year respectively.

The Windmill has generated 27.15 Lacs Units

The Board of Directors to conserve the resources do not recommend payment of any dividend for the financial year ended 31st March 2010.

3. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 217(2AA) by the Companies Act, 1956, your Directors confirm:-

(i) that in the preparation of the annual accounts for the financial year ended 31st March, 2010, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(ii) that the directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit orlossof theCompanyfortheyearunderreview;

(iii) that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(iv) that the directors had prepared the annual accounts for the financial year ended 31 st March, 2010 on agoing concern" basis.

4. FIXED DEPOSIT:

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

5. CORPORATE GOVERNANCE:

Your company has complied with the Corporate governance regulations as laid down in clause 49 of the listing agreement with Bombay Stock Exchange Ltd, A detailed compliance report on Corporate Governance is enclosed in this report.

6. DIRECTORS:

Shri Rajgopal Dhoot, Director is liable to retire by rotation and being eligible offers himself for reappointment.

Shri S. Venkatachalam, Director is liable to retire by rotation and being eligible offers himself for reappointment.

7. AUDITORS:

M/s. Bansi S. Mehta & Co. Chartered Accountants Mumbai, Auditors of the Company, holds office up to the conclusion of the forthcoming Annual General Meeting and are eligible for re- appointment.

8. PARTICULARS OF EMPLOYEES:

None of the employees received remuneration during the year in excess of the limit specified under section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules 1975, as amended.

9. PARTICULARS FOR CONSERVATIONS OF ENERGY, TECHNOLOGY ABSORBTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The Companys project regarding generation, supply and distribution of electric power by use of non conventional renewable energy devices does not consume any energy. However the company has taken effective steps to conserve the energy and the said efforts has reduced the cost of generation of electric power. The Company has deployed indigenous technology for the generation of the electric power. The details required to be given in form A is not applicable to the Company. The Company has not earned any foreign exchange and there was foreign exchange outgo of Rs.4.24 Lacs.

10. ACKNOWLEDGEMENT:

The Board takes this opportunity to thank Customers, Bankers, Shareholders and Employees for the co-operation and assistance extended to the company and they look forward to their continued support.

By Order of the Board For DHOOT INDUSTRIAL FINANCE LIMITED

Rajgopal Dhoot Chairman

Place: Mumbai

Date: 18th June, 2010