Nitin Castings Ltd.-இன் இயக்குநர் அறிக்கை

Mar 31, 2025

Your Directors have pleasure in presenting the 42^nd (Forty Second) Annual Report on the business and
operations of the Company together with the Audited Financial Statements for the financial year ended
31^st March, 2025.

FINANCIAL RESULTS:

The financial performance of the Company for the financial year ended 31^st March, 2025 as compared to the
previous year is summarized below:

(Rs. in Lakhs)

Particulars	Current Year	Previous Year
Total Revenue	15447.84	15,309.07
Expenditure (excluding Depreciation and Amortization)	13564.11	13,358.28
Earnings before Depreciation and Taxes	1883.73	1,950.78
Depreciation and Amortization	207.16	169.27
Earnings before Taxes	1676.57	1781.51
Tax expenses including Deferred tax	435.37	332.00
Profit after Taxes	1241.21	1212.85
Add : Balance brought forward from previous year	4468.90	3290.30
Add : Other Comprehensive Income	0.79	4.31
Add : Adjustment of prior years	-	-
Less : Dividend (Including Dividend Tax)	(154.24)	(38.56)
Balance carried to Balance Sheet	5556.66	4468.90

OPERATING RESULT & PROFIT:

During the year under review, your Company has registered a Turnover of Rs.15057.38 Lakhs as against
Rs. 14,874.77 Lakhs in the previous year. The Profit before taxes in the current year is Rs.1676.57 Lakhs
as against Rs. 1,544.86 Lakhs in the previous year and profit after taxes are Rs.1241.21 Lakhs as against
Rs. 1,212.85 Lakhs in the previous year.

FINANCE:

Cash and cash equivalents as at 31^st March, 2025 was Rs.9.14 Lakhs. The Company continues to focus on
judicious management of its working capital. Receivables, inventories and other working capital parameters
were kept under strict check through continuous monitoring.

SHARE CAPITAL:

During the year under review, the paid-up Equity Share Capital as on March 31, 2025 is Rs. 257.07 Lakhs
comprising of 51,41,330 shares with the face value of Rs. 5/- per share.

During the year under review, the company has not issued shares with the differential voting rights nor has
granted any stock options or sweat equity.

DIVIDEND:

Your Directors recommended a dividend Rs. 3/- per equity share for the financial year ended 31^st March, 2025.
The dividend payout is subject to approval of members at the ensuing Annual General Meeting.

The dividend will be paid to members whose name appear in the Register of Members as on 25^th August, 2025
in respect of shares held in dematerialized form, it will be paid to members whose names are furnished by
National Securities Depository Limited and Central Depository Services (India) Limited as beneficial owners
as on that date.

TRANSFER TO RESERVES:

During the year under review, the Company does not propose to transfer any amount to the General Reserve
of the Company. During the year under review the Company the Company transferred Rs.1242.00 Lakhs to
Retained Earning.

PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS UNDER SECTION 186:

Pursuant to Section 186 of the Companies Act, 2013 disclosure on particulars relating to Loans, Advances,
Guarantees and Investments are provided as part of the financial statements.

SUBSIDIARY COMPANY. ASSOCIATE COMPANY AND IOINT VENTURE COMPANY:

The Company doesn''t have any Subsidiary, Joint Venture or Associate Company and hence doesn’t require any
reporting for the same.

Pursuant to first proviso to sub-section (3) of section 129 read with Rule 5 of Companies (Accounts) Rules,
2014, Form AOC-1 is annexed to this report as ‘Annexure I”

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

In line with the requirements of the Act and the SEBI Listing Regulations, the Company has formulated
a Policy on Related Party Transactions. The Policy can be accessed on the Company''s website at
www.nitincasting.com. During the year under review, all related party transactions entered into by the
Company, were approved by the Audit Committee and were at arm’s length and in the ordinary course of
business. Prior omnibus approval is obtained for related party transactions which are of repetitive nature and
entered in the ordinary course of business and on an arm’s length basis. During the year under review there
were no material related party contracts entered into by the Company requiring shareholders’ approval.

There were no materially significant Related Party Transactions made by the Company during the year that
would fall under the scope of Section 188 of the Company Act, 2013. Disclosure in Form AOC-2 in terms of
Section 134(3) (h) of The Companies Act, 2013 is annexed as "Annexure II”.

CHANGE IN THE NATURE OF BUSINESS:

There has been no change in the nature of business during the year under review.

SEGMENT:

The Company operates only in a single segment i.e. Alloy Products.

DEPOSITS:

During the year under review, the Company has not accepted deposits covered under Sections 73 of the
Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014. Accordingly, the
Company has made necessary disclosures and reporting as required in respect of details relating to deposits.

ANNUAL RETURN:

Pursuant to the provisions of Sections 134(3)(a) and 92(3) of the Act read with Rule 12(1) of the Companies
(Management and Administration) Rules, 2014, the Annual Return as on 31st March, 2025, is placed on the
website of the Company at www.nitincastings.com.

INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY:

Company has established Internal Financial Control over financial reporting in current Financial Year
2024-25.

BOARD MEETINGS AND COMMITTEE MEETINGS:

• Four (4) Board Meetings were held during the Financial Year 2024-25. The details of the Board meetings
and the attendance of the Directors are provided in the Corporate Governance Report which is annexed
herewith.

• Four (4) Audit Committee Meetings were held during the Financial Year 2024-25. The details of the Audit
Committee Meetings and the attendance of the Directors are provided in the Corporate Governance
Report which is annexed herewith.

• One (1) Nomination & Remuneration Committee Meeting was held during the Financial Year 2024-25.
The details of the Nomination & Remuneration Committee Meetings and the attendance of the Directors
are provided in the Corporate Governance Report which is annexed herewith.

• One (1) Stakeholders Relationship Committee Meeting was held during the Financial Year 2024-25. The
details of the Committee Meeting and the attendance of the Directors are provided in the Corporate
Governance Report which is annexed herewith.

• One (1) Independent Directors Committee Meeting was held during the Financial Year 2024-25. The
details of the Committee Meeting and the attendance of the Directors are provided in the Corporate
Governance Report which is annexed herewith.

The details of attendance of Directors at the Board Meeting and Members at the Committee Meetings are
disclosed under Corporate Governance section of Annual Report.

DIRECTORS'' & KEY MANAGERIAL PERSONNEL:

During the year, no new appointment was made on the Board of the Company.

During the year under review, the Non-Executive Directors of the Company had no pecuniary relationship or
transactions with the Company, other than the sitting fees.

Pursuant to the provisions of Section 152 of the Companies Act 2013 and the Company''s Articles of Association,
Mr. Nipun Kedia, Executive Director of the Company (DIN: 02356010), retires by rotation and, being eligible,
offers himself for re-appointment.

DECLARATION BY INDEPENDENT DIRECTORS:

All the Independent Directors of the Company have given declarations that they meet the criteria of
independence as prescribed under Section 149(6) of the Act and Regulation 16(1)(b) of Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. In the opinion
of the Board, there has been no change in the circumstances which may affect their status as Independent
Directors of the Company and the Board is satisfied of the integrity, expertise, and experience of all Independent
Directors on the Board.

Pursuant to Rule 6 of Companies (Appointment and qualification of Directors) Rules, 2014 as amended w.e.f.
1^st December, 2019, all Independent Directors of the Company viz. have registered themselves in the
Independent Directors databank maintained with the Indian Institute of Corporate Affairs (IICA). In the
opinion of the Board of Directors of the Company, all Independent Directors possess high integrity, expertise
and experience including the proficiency required to discharge the duties and responsibilities as Directors of
the Company.

DIRECTOR RETIRING BY ROTATION:

In accordance with the provisions of the Companies Act, 2013 and in terms of the Memorandum and Articles
of Association of the Company, Mr. Nipun Kedia (DIN: 02356010) is liable to retire by rotation at the ensuing
42nd Annual General Meeting and being eligible, has offered himself for re-appointment. His re-appointment
is being placed for your approval at the ensuing 42nd Annual General Meeting.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to Section 134 (5) of the Companies Act, 2013 ("the Act"), Directors of your Company confirm that:

i in the preparation of the annual Accounts, the applicable accounting standards have been followed along
with proper explanation relating to material departures, if any;

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

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

iv your Directors have prepared the Annual Accounts for the financial year ended March 31, 2025 on a
going concern basis;

v your Directors have laid down internal financial controls which are followed by the Company and that
such internal financial controls are adequate and are operating effectively; and

vi your Directors have devised proper systems to ensure compliance with the provisions of all applicable
laws and that such systems are adequate and operating effectively.

ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS COMMITTEES AND OF
INDIVIDUAL DIRECTORS:

Pursuant to the provisions of Section of 134 (3) (p) of The Companies Act, 2013 and Rule 8 (4) ofthe Companies
(Accounts) Rules an annual performance evaluation was carried out by the Board of its own performance,
Directors individually and Committees of the Board. Performance evaluation of the Board and Committees was
done by the Board after seeking inputs from all Directors, inter-alia covering different criteria viz, adequacy
and composition of the Board, quality of deliberations, transparency, effectiveness of Board procedures, and
observance of governance and contributions of Directors at Board and Committee meetings. In evaluating
the performance of Individual Directors, criteria such as leadership qualities, qualifications, responsibilities
shouldered, analytical skills, knowledge, participation in long-term strategic planning, inter-personal
relationships and attendance at meetings was taken into consideration. In compliance with Regulation
17(10) of the Listing Regulations, 2015, the Board carried out performance evaluation of Independent
Directors without the participation of the Director being evaluated. The performance evaluation was carried
out based on parameters such as, initiative, contributions, independent judgement, understanding the
business environment and understanding of strategic issues. Independent Directors are a diversified group
of recognised professionals with wide horizon of knowledge, competence and integrity who express their
opinions freely and exercise their own judgements in decision-making.

AUDIT COMMITTEE:

The Audit Committee consists of the following members as on March 31, 2025:

Sr. No.	Name	Category
1	Mr. Arvind B. Jalan	Chairperson
2	Ms. Jayaprakash Preethi	Member
3	Mr. Nipun N. Kedia	Member

During the year under review, the Board has accepted all the recommendation of the Audit Committee.

The details terms of reference, meetings of committee, attendance of members at Committee meetings are
available in the Corporate Governance Report and forms part of this Annual Report.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has adopted a Whistle Blower Policy, to provide a formal mechanism to the Directors, employees
and its stakeholders to report their concerns about unethical behaviour, actual or suspected fraud or violation
of the Company''s Code of Conduct or Ethics Policy. The policy provides for adequate safeguards against
victimization of employees and provides for direct access to the Chairman of the Audit Committee. The same
is also available on the website of the Company at www.nitincastings.com.

NOMINATION & REMUNERATION COMMITTEE:

In compliance with the provisions of Companies Act, 2013, your Company has ''Nomination & Remuneration
Committee’ with scope and functions as stipulated under the Companies Act, 2013 and SEBI (LODR)
Regulations.

The Nomination and remuneration Committee consists of the following members as on March 31, 2025.

Sr. No.	Name	Category
1	Mr. Arvind B. Jalan	Chairperson
2	Ms. Jayaprakash Preethi	Member
3	Mr. Chintan Tarun Rambhia	Member

The terms of reference, meetings of Committee, attendance of members at Committee meetings are available
in the Corporate Governance Report and forms part of this Annual Report.

STAKEHOLDERS RELATIONSHIP COMMITTEE:

Your Company has ''Stakeholders Relationship Committee'' with enhanced scope and functioning. The
Stakeholders Relationship Committee consists of the following members as on March 31, 2025.

Sr. No.	Name	Category
1	Mr. Arvind B. Jalan	Chairperson
2	Ms. Jayaprakash Preethi	Member
3	Mr. Nipun N. Kedia	Member

The terms of reference, meetings of committee, attendance of members at Committee meetings are available
in the Corporate Governance Report and forms part of this Annual Report.

CORPORATE SOCIAL RESPONSIBILITY:

During the year under review i.e., for the Financial Year 2024-25; the Company has made contribution towards
the Corporate Social Responsibility activities.

The Company has a Policy on Corporate Social responsibility (CSR) duly approved by the Board and the
same has been hosted on Company''s website at https://www.nitincastings.com statutory documents and
information.pdf.

The detailed report on CSR is enclosed as "Annexure-III” to the report.

RISK MANAGEMENT:

The company has developed and implemented Risk Management Policy consistent with the provisions of the
Act and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 to identify the elements
of risk which may threaten the existence of the Company and possible solutions to mitigate the risk involved.

STATUTORY AUDITORS:

M/s. Jhunjhunwala Jain & Associates LLP, Chartered Accountant, Mumbai, (FRN # 113675W/W100361), have
conveyed their consent to be appointed as the Statutory Auditors of the Company along with a confirmation
that, their appointment, if made by the members, would be within the limits prescribed under the Companies
Act, 2013.

The requirement to place the matter relating to appointment of Auditors for ratification by Members at every
Annual General Meeting was omitted vide notification dated 7th May, 2018, issued by the Ministry of Corporate
Affairs. Accordingly, no resolution is proposed for ratification of the appointment of Auditors in the ensuing
AGM of the Company.

STATUTORY AUDITORS'' REPORT:

The Auditors'' Report on Financial Statements for the year ended 31st March, 2025 forms part of this Annual
Report. Notes to the Financial Statements are self-explanatory and do not call for any further comments.

The Statutory Auditors of the Company have not reported any fraud under Section 143(12) of the Companies
Act, 2013 (including any statutory modification(s) or re-enactment for the time being in force).

SECRETARIAL AUDITORS AND SECRETARIAL AUDIT REPORT:

Pursuant to the provisions of Section 204 of The Companies Act, 2013 read with the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014; the Board of Directors had appointed Ms. Kala
Agarwal, Practicing Company Secretaries, to undertake the Secretarial Audit of the Company for the Financial
Year ended March 31, 2025. The Secretarial Audit Report is annexed as "Annexure IV”.

DETAILS OF FRAUD:

There were no frauds which are reported to have been committed by Employees or Officers of the Company
during the year.

MANAGEMENT DISCUSSION& ANALYSIS REPORT:

The Management Discussion and Analysis for the year under review, as stipulated under the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 is annexed as "Annexure V" to this Report.

LISTING, FEES:

The Equity Shares of the Company is listed on BSE Limited and the Company has paid the applicable listing
fees to the Stock Exchange till date.

PARTICULARS OF EMPLOYEES:

None of the employees of the Company fall under the limits laid down in Rule 5(2) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The details in terms of sub - section 12 of Section 197 of the Companies Act, 2013 read with Rule 5 (1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are forming part of this
Report as "Annexure VI".

CORPORATE GOVERNANCE:

A report on Corporate Governance along with a Certificate from M/s. Jhunjhunwala Jain & Associates LLP,
Chartered Accountants in practice, regarding compliance of the requirements of Corporate Governance as
per Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is presented in a
separate section forming part of the Annual Report. The Auditors’ Certificate for the financial year 2024-2025
does not contain any qualification, reservation or adverse remark.

ENVIRONMENT PROTECTION AND POLLUTION CONTROL:

The Company has always been socially conscious corporate, and has always carried forward all its operations
and procedures following environment friendly norms with all necessary clearances.

Your Company has taken the following steps towards environment and Ecological balance in manufacturing
of Castings.

Continuous plantation activities in and around the Factory as usual has helped in keeping the environment
pollution free.

CONSERVATION OF ENERGY:

The Company has taken all possible measures for the conservation of energy by undertaking melting operations
in consolidated and economical lot sizes for optimum utilizations of furnace.

FOREIGN EXCHANGE EARNING AND OUTGO:

The information regarding the foreign exchange earnings and outgo is contained in the Note No. 43 in the
Notes to Account section.

DETAILS OF SIGNIFICANT MATERIAL ORDERS:

No significant and material orders were passed by the Regulatory Authorities or the Courts or Tribunals that
may have an impact on the "Going Concern Status" and Company''s Operations in the future.

COMPLIANCE WITH PROVISIONS OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION-
PROHIBITION AND REDRESSAL), 2013:

The Company is committed to uphold and maintain the dignity of Women Employees. An Internal Complaints
Committee has been formed for each location of the Company under the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has a broad and comprehensive
policy in place to deal with any such situation. The Policy is available on the website of the Company at
www.nitincastings.com.

No case of Sexual harassment was reported to the Internal Complaints Committee during the year under
review.

MATERIAL CHANGES AND COMMITMENTS OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR
AND THE DATE OF THE REPORT:

There were no reportable material changes or commitment, occurred between the end of the Financial Year
and the date of this report, which may have any effect on the financial position of the Company.

SECRETARIAL STANDARDS:

The Company has complied with the applicable Secretarial Standards during the Financial Year 2024-25.

PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016:

During the year there were no application made or any proceeding pending under the Insolvency and
Bankruptcy Code, 2016.

PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading
in securities by the Directors and designated employees of the Company. The Code requires pre-clearance
for dealing in the Company’s shares and prohibits the purchase or sale of Company shares by the Directors
and the designated employees while in possession of unpublished price sensitive information in relation
to the Company and during the period when the Trading Window is closed. The Board is responsible for
implementation of the Code. All the Directors and the designated employees have confirmed compliance with
the Code.

CODE OF CONDUCT:

Your Company has adopted a Code of Conduct applicable for all Directors and Senior Management of the
Company which is in consonance with the requirements of Listing Regulations. The said code is available
on the website of the Company. All the Directors and Senior Management Personnel of the Company have
affirmed compliance with Code of Conduct of the Company for the year ended 31st March, 2025. A declaration
to this effect signed by Managing Director forms part of this Report.

ACKNOWLEDGEMENT:

The Directors express their deep gratitude and thanks Central and State Governments as well as their respective
Departments and Development Authorities connected with the business of the Company, contractors and
consultants and also Banks, Financial Institutions, Shareholders and Employees of the Company for their
continued support and encouragement and look forward for the same in future.

BY ORDER OF THE BOARD OF DIRECTORS
FOR NITIN CASTINGS LIMITED

NITIN KEDIA NIRMAL KEDIA

CHAIRMAN & MANAGING DIRECTOR DIRECTOR

DIN:00050749 DIN: 00050769

Date: 30^th July, 2025
Place: Mumbai

---

Mar 31, 2024

Your Directors have pleasure in presenting the 41^st (Forty First) Annual Report on the business and operations of the Company together with the Audited Financial Statements for the financial year ended 31^st March, 2024.

FINANCIAL RESULTS:

The financial performance of the Company for the financial year ended 31^st March, 2024 as compared to the previous year is summarized below:

(Rs. in Lakhs)
Particulars	Current Year	Previous Year
Total Revenue	15,309.07	13,418.26
Expenditure (excluding Depreciation and Amortization)	13,358.28	12,386.54
Earnings before Depreciation and Taxes	1,950.78	1,031.72
Depreciation and Amortization	169.27	180.42
Earnings before Taxes	1781.51	851.31
Tax expenses including Deferred tax	332.00	362.13
Profit after Taxes	1212.85	489.18
Add : Balance brought forward from previous year	3290.30	2821.00
Add : Other Comprehensive Income	4.31	5.83
Add : Adjustment of prior years	-	-
Less : Dividend (Including Dividend Tax)	(38.56)	(25.71)
Balance carried to Balance Sheet	4468.90	3290.30

OPERATING RESULT & PROFIT:

During the year under review, your Company has registered a Turnover of Rs14,874.77 Lakhs as against Rs. 13,338.03 Lakhs in the previous year. The Profit before taxes in the current year is Rs. 1,544.86 Lakhs as against Rs. 851.31 Lakhs in the previous year and profit after taxes are Rs. 1,212.85 Lakhs as against Rs. 489.18 Lakhs in the previous year.

FINANCE:

Cash and cash equivalents as at 31^st March, 2024 was Rs. 27.84 Lakhs. The Company continues to focus on judicious management of its working capital. Receivables, inventories and other working capital parameters were kept under strict check through continuous monitoring.

SHARE CAPITAL:

During the year under review, the paid-up Equity Share Capital as on March 31, 2024 is Rs. 257.07 Lakhs comprising of 51,41,330 shares with the face value of Rs. 5/- per share.

During the year under review, the company has not issued shares with the differential voting rights nor has granted any stock options or sweat equity.

DIVIDEND

Your Directors recommended a dividend Rs. 3/- per equity share for the financial year ended 31^st March, 2024. The dividend payout is subject to approval of members at the ensuing Annual General Meeting.

The dividend will be paid to members whose name appear in the Register of Members as on 21^st September, 2024 in respect of shares held in dematerialized form, it will be paid to members whose names are furnished by National Securities Depository Limited and Central Depository Services (India) Limited as beneficial owners as on that date.

TRANSFER TO RESERVES

During the year under review, the Company does not propose to transfer any amount to the General Reserve of the Company. During the year under review the Company the Company transferred Rs. 1,217.16 Lakhs to Retained Earning.

PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS UNDER SECTION 186

Pursuant to Section 186 of the Companies Act, 2013 disclosure on particulars relating to Loans, Advances, Guarantees and Investments are provided as part of the financial statements.

SUBSIDIARY COMPANY. ASSOCIATE COMPANY AND IOINT VENTURE COMPANY:

The Company doesn''t have any Subsidiary, Joint Venture or Associate Company and hence doesn’t require any reporting for the same.

Pursuant to first proviso to sub-section (3) of section 129 read with Rule 5 of Companies (Accounts) Rules, 2014, Form AOC-1 is annexed to this report as ‘Annexure I”

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

In line with the requirements of the Act and the SEBI Listing Regulations, the Company has formulated a Policy on Related Party Transactions. The Policy can be accessed on the Company''s website at www.nitincasting.com. During the year under review, all related party transactions entered into by the Company, were approved by the Audit Committee and were at arm''s length and in the ordinary course of business. Prior omnibus approval is obtained for related party transactions which are of repetitive nature and entered in the ordinary course of business and on an arm''s length basis. During the year under review there were no material related party contracts entered into by the Company requiring shareholders'' approval.

There were no materially significant Related Party Transactions made by the Company during the year that would fall under the scope of Section 188 of the Company Act, 2013. Disclosure in Form AOC-2 in terms of Section 134(3) (h) of The Companies Act, 2013 is annexed as "Annexure II”.

CHANGE IN THE NATURE OF BUSINESS:

There has been no change in the nature of business during the year under review.

SEGMENT:

The Company operates only in a single segment i.e. Alloy Products.

DEPOSITS:

During the year under review, the Company has not accepted deposits covered under Sections 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014. Accordingly, the Company has made necessary disclosures and reporting as required in respect of details relating to deposits.

ANNUAL RETURN:

Pursuant to the provisions of Sections 134(3)(a) and 92(3) of the Act read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the Annual Return as on 31^st March, 2024, is placed on the website of the Company at www.nitincastings.com

INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY:

Company has established Internal Financial Control over financial reporting in current Financial Year 2023-24.

BOARD MEETINGS AND COMMITTEE MEETINGS:

• Five (5) Board Meetings were held during the Financial Year 2023-24. The details of the Board meetings and the attendance of the Directors are provided in the Corporate Governance Report which is annexed herewith.

• Five (5) Audit Committee Meetings were held during the Financial Year 2023-24. The details of the Audit Committee Meetings and the attendance of the Directors are provided in the Corporate Governance Report which is annexed herewith.

• Three (3) Nomination & Remuneration Committee Meeting was held during the Financial Year 2023-24. The details of the Nomination & Remuneration Committee Meetings and the attendance of the Directors are provided in the Corporate Governance Report which is annexed herewith.

• One (1) Stakeholders Relationship Committee Meeting was held during the Financial Year 2023-24. The details of the Committee Meeting and the attendance of the Directors are provided in the Corporate Governance Report which is annexed herewith.

• One (1) Independent Directors Committee Meeting was held during the Financial Year 2023-24. The details of the Committee Meeting and the attendance of the Directors are provided in the Corporate Governance Report which is annexed herewith.

The details of attendance of Directors at the Board Meeting and Members at the Committee Meetings are disclosed under Corporate Governance section of Annual Report.

DIRECTORS'' & KEY MANAGERIAL PERSONNEL

During the year, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than the sitting fees.

During the year under review Mr. Ravi Nevatia and Mrs. Barkharani Choudhary resigned as Independent -Non-Executive Director w.e.f 05^th April, 2023 and Mr. Chintan T. Rambhia appointed as an Independent - NonExecutive Director w.e.f. 12^th September, 2023.

The aforesaid appointment were made by the Board pursuant to the recommendation of Nomination and Remuneration Committee (NRC).

DECLARATION BY INDEPENDENT DIRECTORS:

All the Independent Directors of the Company have given declarations that they meet the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1) (b) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. In the opinion of the Board, there has been no change in the circumstances which may affect their status as Independent Directors of the Company and the Board is satisfied of the integrity, expertise, and experience of all Independent Directors on the Board.

Pursuant to Rule 6 of Companies (Appointment and qualification of Directors) Rules, 2014 as amended w.e.f. 1^st December, 2019, all Independent Directors of the Company viz. have registered themselves in the Independent Directors databank maintained with the Indian Institute of Corporate Affairs (IICA). In the opinion of the Board of Directors of the Company, all Independent Directors possess high integrity, expertise and experience including the proficiency required to discharge the duties and responsibilities as Directors of the Company.

DIRECTOR RETIRING BY ROTATION:

In accordance with the provisions of the Companies Act, 2013 and in terms of the Memorandum and Articles of Association of the Company, Mr. Nitin Kedia (DIN: 00050749) is liable to retire by rotation at the ensuing 41^st Annual General Meeting and being eligible, has offered himself for re-appointment. His re-appointment is being placed for your approval at the ensuing 41^st Annual General Meeting.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to Section 134 (5) of the Companies Act, 2013 ("the Act"), Directors of your Company confirm that:

i in the preparation of the annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

i your Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2024 and its loss for the year ended on that date;

ii your Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iii your Directors have prepared the Annual Accounts for the financial year ended March 31, 2024 on a going concern basis;

iv your Directors have laid down internal financial controls which are followed by the Company and that such internal financial controls are adequate and are operating effectively; and

v your Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS COMMITTEES AND OF INDIVIDUAL DIRECTORS:

Pursuant to the provisions of Section of 134 (3) (p) of The Companies Act, 2013 and Rule 8 (4) of the Companies (Accounts) Rules an annual performance evaluation was carried out by the Board of its own performance, Directors individually and Committees of the Board. Performance evaluation of the Board and Committees was done by the Board after seeking inputs from all Directors, inter-alia covering different criteria viz, adequacy and composition of the Board, quality of deliberations, transparency, effectiveness of Board procedures, and observance of governance and contributions of Directors at Board and Committee meetings. In evaluating the performance of Individual Directors, criteria such as leadership qualities, qualifications, responsibilities shouldered, analytical skills, knowledge, participation in long-term strategic planning, inter-personal relationships and attendance at meetings was taken into consideration. In compliance with Regulation 17(10) of the Listing Regulations, 2015, the Board carried out performance evaluation of Independent Directors without the participation of the Director being evaluated. The performance evaluation was carried out based on parameters such as, initiative, contributions, independent judgement, understanding the business environment and understanding of strategic issues. Independent Directors are a diversified group of recognised professionals with wide horizon of knowledge, competence and integrity who express their opinions freely and exercise their own judgements in decision-making.

AUDIT COMMITTEE:

The Audit Committee consists of the following members as on March 31, 2024:

Sr. No.	Name	Category
1	Mr. Arvind B. Jalan	Chairperson
2	Mrs. Preethi Anand	Member
3	Mr. Nipun N. Kedia	Member

During the year under review, the Board has accepted all the recommendation of the Audit Committee.

The details terms of reference, meetings of committee, attendance of members at Committee meetings are available in the Corporate Governance Report and forms part of this Annual Report.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has adopted a Whistle Blower Policy, to provide a formal mechanism to the Directors, employees and its stakeholders to report their concerns about unethical behaviour, actual or suspected fraud or violation of the Company''s Code of Conduct or Ethics Policy. The policy provides for adequate safeguards against victimization of employees and provides for direct access to the Chairman of the Audit Committee. The same is also available on the website of the Company at www.nitincastings.com.

NOMINATION & REMUNERATION COMMITTEE:

In compliance with the provisions of Companies Act, 2013, your Company has ''Nomination & Remuneration Committee’ with scope and functions as stipulated under the Companies Act, 2013 and SEBI (LODR) Regulations.

The Nomination and remuneration Committee consists of the following members as on March 31, 2024.

Sr. No.	Name	Category
1	Mr. Arvind B. Jalan	Chairperson
2	Mrs. Preethi Anand	Member
3	Mr. Nipun N. Kedia	Member
4	Mr. Chintan Tarun Rambhia	Member

The terms of reference, meetings of Committee, attendance of members at Committee meetings are available in the Corporate Governance Report and forms part of this Annual Report.

STAKEHOLDERS RELATIONSHIP COMMITTEE:

Your Company has ''Stakeholders Relationship Committee'' with enhanced scope and functioning. The Stakeholders Relationship Committee consists of the following members as on March 31, 2024.

Sr. No.	Name	Category
1	Mr. Arvind B. Jalan	Chairperson
2	Mrs. Preethi Anand	Member
3	Mr. Nipun N. Kedia	Member

The terms of reference, meetings of committee, attendance of members at Committee meetings are available in the Corporate Governance Report and forms part of this Annual Report.

CORPORATE SOCIAL RESPONSIBILITY:

During the year under review i.e., for the Financial Year 2023-24; the Company has made contribution towards the Corporate Social Responsibility activities.

The Company has a Policy on Corporate Social responsibility (CSR) duly approved by the Board and the same has been hosted on Company''s website at https://www.nitincastings.com statutory documents and information.pdf.

The detailed report on CSR is enclosed as "Annexure-IH” to the report.

RISK MANAGEMENT:

The company has developed and implemented Risk Management Policy consistent with the provisions of the Act and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 to identify the elements of risk which may threaten the existence of the Company and possible solutions to mitigate the risk involved.

STATUTORY AUDITORS:

M/s. Jhunjhunwala Jain & Associates LLP, Chartered Accountant, Mumbai, (FRN # 113675W/W100361), have conveyed their consent to be appointed as the Statutory Auditors of the Company along with a confirmation that, their appointment, if made by the members, would be within the limits prescribed under the Companies Act, 2013.

The requirement to place the matter relating to appointment of Auditors for ratification by Members at every Annual General Meeting was omitted vide notification dated 7th May, 2018, issued by the Ministry of Corporate Affairs. Accordingly, no resolution is proposed for ratification of the appointment of Auditors in the ensuing AGM of the Company.

STATUTORY AUDITORS'' REPORT:

The Auditors'' Report on Financial Statements for the year ended 31^st March, 2024 forms part of this Annual Report. Notes to the Financial Statements are self-explanatory and do not call for any further comments.

The Statutory Auditors of the Company have not reported any fraud under Section 143(12) of the Companies Act, 2013 (including any statutory modification(s) or re-enactment for the time being in force).

SECRETARIAL AUDITORS AND SECRETARIAL AUDIT REPORT:

Pursuant to the provisions of Section 204 of The Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014; the Board of Directors had appointed Ms. Kala Agarwal, Practicing Company Secretaries, to undertake the Secretarial Audit of the Company for the Financial Year ended March 31, 2024. The Secretarial Audit Report is annexed as "Annexure IV”.

DETAILS OF FRAUD:

There were no frauds which are reported to have been committed by Employees or Officers of the Company. MANAGEMENT DISCUSSION& ANALYSIS REPORT

The Management Discussion and Analysis for the year under review, as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed as "Annexure V" to this Report.

LISTING FEES:

The Equity Shares of the Company is listed on BSE Limited and the Company has paid the applicable listing fees to the Stock Exchange till date.

PARTICULARS OF EMPLOYEES:

None of the employees of the Company fall under the limits laid down in Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The details in terms of sub - section 12 of Section 197 of the Companies Act, 2013 read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are forming part of this Report as "Annexure VI".

CORPORATE GOVERNANCE

A report on Corporate Governance along with a Certificate from M/s. Jhunjhunwala Jain & Associates LLP, Chartered Accountants in practice, regarding compliance of the requirements of Corporate Governance as per Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is presented in a separate section forming part of the Annual Report. The Auditors’ Certificate for the financial year 2023-2024 does not contain any qualification, reservation or adverse remark.

ENVIRONMENT PROTECTION AND POLLUTION CONTROL

The Company has always been socially conscious corporate, and has always carried forward all its operations and procedures following environment friendly norms with all necessary clearances.

Your Company has taken the following steps towards environment and Ecological balance in manufacturing of Castings.

Continuous plantation activities in and around the Factory as usual has helped in keeping the environment pollution free.

CONSERVATION OF ENERGY

The Company has taken all possible measures for the conservation of energy by undertaking melting operations in consolidated and economical lot sizes for optimum utilizations of furnace.

FOREIGN EXCHANGE EARNING, AND OUTGO

The information regarding the foreign exchange earnings and outgo is contained in the Note No. 45 in the Notes to Account section.

DETAILS OF SIGNIFICANT MATERIAL ORDERS:

No significant and material orders were passed by the Regulatory Authorities or the Courts or Tribunals that may have an impact on the "Going Concern Status" and Company''s Operations in the future.

COMPLIANCE WITH PROVISIONS OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION-PROHIBITION AND REDRESSAL), 2013:

The Company is committed to uphold and maintain the dignity of Women Employees. An Internal Complaints Committee has been formed for each location of the Company under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has a broad and comprehensive policy in place to deal with any such situation. The Policy is available on the website of the Company at www. nitincastings.com.

No case of Sexual harassment was reported to the Internal Complaints Committee during the year under review.

PREVENTION OF INSIDER TRADING:

Your Company has adopted a Code of Conduct for prevention of Insider Trading and Code of Fair Disclosure of Unpublished Price Sensitive Information to ensure prevention of Insider Trading in the Organization.

CHANGE IN THE NATURE OF BUSINESS (IF ANY):

There is no material change in the type of business carried out by the Company during the year.

MATERIAL CHANGES AND COMMITMENTS OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE REPORT:

There were no other reportable material changes or commitment, occurred between the end of the Financial Year and the date of this report, which may have any effect on the financial position of the Company.

SECRETARIAL STANDARDS:

The Company has complied with the applicable Secretarial Standards during the Financial Year 2023-24.

PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016:

During the year there were no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016.

PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company''s shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. All the Directors and the designated employees have confirmed compliance with the Code.

CODE OF CONDUCT

Your Company has adopted a Code of Conduct applicable for all Directors and Senior Management of the Company which is in consonance with the requirements of Listing Regulations. The said code is available on the website of the Company. All the Directors and Senior Management Personnel of the Company have affirmed compliance with Code of Conduct of the Company for the year ended 31st March, 2024. A declaration to this effect signed by Managing Director forms part of this Report.

ACKNOWLEDGEMENT:

The Directors express their deep gratitude and thank the Central and State Governments as well as their respective Departments and Development Authorities connected with the business ofthe Company, contractors and consultants and also Banks, Financial Institutions, Debenture Trustees, Shareholders, Debenture-Holders and Employees of the Company for their continued support and encouragement and look forward for the same in future.

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Mar 31, 2018

The Directors have the pleasure in submitting the Thirty Fifth Annual Report of your Company together with the Audited Statement of Accounts and the Auditors'' Report for the financial year ended 31^st March, 2018.

1. FINANCIAL RESULT

The performance of the Company for the financial year ended 31^st March, 2018 is summarized below:

(Rs. in lakhs)

Particulars	Current Year (Rs.)	Previous Year (Rs.)
Total Revenue	6,024.45	6,932.21
Expenditure (excluding Depreciation and Amortization)	5,549.40	6,381.48
Earnings before Depreciation and Taxes	475.05	550.73
Depreciation and Amortization	386.15	377.57
Earnings before Taxes	88.90	173.16
Tax expenses including Deferred tax	4.64	55.49
Profit after Taxes	84.26	117.67
Add : Balance brought forward from previous year	1,642.35	1,517.58
Add : Other Comprehensive Income	13.95	7.12
Less : Proposed Dividend (Including Dividend Tax)	31.09	-
Less : Tax on regular assessment paid	-	0.02
Balance carried to Balance Sheet	1,709.47	1,642.35

2. BUSINESS RESULTS

During the year under review, your Company has registered a Turnover of Rs. 6,024.45 Lakhs as against Rs. 6,932.21 Lakhs in the previous year. The Profit before taxes in the current year is Rs. 88.90 Lakhs as against Rs. 173.16 Lakhs in the previous year and profit after taxes are Rs. 84.26 Lakhs as against Rs. 117.67 Lakhs in the previous year.

3. FINANCE

Cash and cash equivalents as at 31st March, 2018 was Rs. 197.22 Lakhs. The company continues to focus on judicious management of its working capital. Receivables, inventories and other working capital parameters were kept under strict check through continuous monitoring.

4. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of the provisions of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Management''s discussion and analysis is set out in this Annual Report.

5. CORPORATE GOVERNANCE

A report on Corporate Governance along with a Certificate from M/s. Sandeep Rathi & Associates, Chartered Accountants in practice, regarding compliance of the requirements of Corporate Governance under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is presented in a separate section forming part of the Annual Report. The auditors’ certificate for fiscal 2017-2018 does not contain any qualification, reservation or adverse remark.

6. DIRECTORS & KEY MANAGERIAL PERSONNEL

In accordance with the provisions of the Companies Act, 2013 and in terms of the Memorandum and Articles of Association of the Company, Mr.S.L Agarwal (DIN: 00347757) retires by rotation and being eligible has offered himself for re-appointment.

7. DIVIDEND

Your Directors have recommended dividend Rs. 1/- per equity share (10%) for the financial year ended 31st March, 2018, amounting to Rs. 25.71 Lakhs. The dividend payout is subject to approval of members at the ensuing Annual General Meeting.

The dividend will be paid to members whose name appear in the Register of Members as on 1st August, 2018 in respect of shares held in dematerialized form, it will be paid to members whose names are furnished by National Securities Depository Limited and Central Depository Services (India) Limited as beneficial owners as on that date.

8. LISTING OF SHARES AND DEMATERIALIZATION

The Company''s shares are listed and traded at Bombay Stock Exchange (BSE) and its scrip code is 508875 and ISIN No. INE861H01012

9. RISK MANAGEMENT

During the year, the company has developed and implemented Risk Management Policy consistent with the provisions of the Act and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 to identify the elements of risk which may threaten the existence of the Company and possible solutions to mitigate the risk involved.

10. FIXED DEPOSITS

During the year under review, the Company did not raise funds by way of fixed deposits and, as such, no amount of principal or interest was outstanding as on the balance sheet date.

11. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF THE REPORT

There are no material changes affecting the financial position from the end of Financial Year i.e. 31st March, 2018 till date.

12. DIRECTORS’ RESPONSIBILITY STATEMENT

In pursuance of section 134 (5) of the Companies Act, 2013, the Directors hereby confirm that:

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

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

(c) the Directors 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;

(d) the Directors have prepared the annual accounts on a going concern basis;

(e) that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.

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

13. BOARD MEETINGS

The Board of Directors met Five times during this financial year. The details of the meetings are elaborated in the Corporate Governance Section of this Report.

14. DECLARATION OF INDEPENDENCE

Your Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 read with Schedules and Rules issued thereunder and under Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

15. BOARD & COMMITTEE EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and under Regulation 25 of the SEBI (Listing obligations and disclosure requirements) Regulations, 2015, the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

16. SEPARATE INDEPENDENT DIRECTORS’ MEETINGS

The Independent Directors meet at least once in a year, without the presence of Executive Directors or Management representatives. They also have a separate meeting with the Non-Executive Chairman, to discuss issues and concerns, if any.

The Independent Directors met on 30th March, 2018 during the Financial Year ended 31st March, 2018.

17. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The Company proactively keeps its Independent Directors informed of the activities of the Company, its management and operations and provides an overall industry perspective as well as issues being faced by the industry.

18. VIGIL MECHANISM/ WHISTLE BLOWER POLICY

Your Company believes in conducting its affairs in a fair and transparent manner while maintaining high standards of governance, personal ethics and seeks to induce and recognize the virtues of honesty, integrity and accountability with ethical behavior and adherence to laws, amongst its employees in the course of discharge of their duties and responsibilities. The Company has adopted a Whistle Blower Policy and has established the necessary vigil mechanism as defined under Regulation 22 of SEBI Listing Regulations for directors and employees to report concerns about unethical behavior. No person has been denied access to the Chairman of the audit committee.

19. POLICY ON DIRECTORS APPOINTMENT AND THEIR REMUNERATION

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

20. AUDIT COMMITTEE

The details pertaining to composition of audit committee is included in the Corporate Governance Report which forms part of Annual Report.

21. STATUTORY AUDITORS

The Board had appointed M/s. Sandeep Rathi & Associates, Chartered Accountants, (FRN # 113728W) to hold the office of the statutory auditor of the Company from the conclusion of the Thirty Third Annual General Meeting till the Annual General Meeting to be held in the year 2020 and at a remuneration to be fixed by the Board of Directors in consultation with the auditors, plus reimbursement of out of pocket expenses incurred by them for the purpose of audit.

Further, Certificate from the Auditors has been received to the effect that their re-appointment, if made, would be within the limits prescribed under section 139 of the Companies Act, 2013.

22. STATUTORY AUDITORS’ REPORT

The statutory auditors'' report is self-explanatory. It does not require any comment as there is no qualification in reports.

23. SECRETARIAL AUDITOR

Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the company has appointed Ms. Kala Agarwal, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company.

24. SECRETARIAL AUDIT REPORT

The Secretarial Audit Report does not contain any qualifications, reservations & explanations.

25. EXTRACT OF ANNUAL RETURN

In accordance with Section 134(3)(a) of the Companies Act, 2013, an extract of the Annual Return in the prescribed format is appended as annexure to the Board''s report as Annexure - I.

26. DISCLOSURE RELATING TO SUBSIDIARY COMPANIES / ASSOCIATE COMPANIES / JOINT VENTURES:

The Company does not have any Subsidiary Company / Associate Company / Joint Ventures.

However, Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014, Form AOC-1 is annexed to this report as Annexure - II.

27. PARTICULARS OF CONTRACTS & ARRANGEMENTS WITH RELATED PARTIES

All related party transactions that were entered into during the financial year were on an arm’s 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 the Company at large.

Pursuant to the provisions of section 134 (3) (h) of the Companies Act, 2013 read with Rule 8 (2) of the Companies (Accounts) Rules, 2014, Form AOC-2 is annexed to this report as Annexure - III.

28. INTERNAL AUDIT SYSTEM

The Company''s internal Auditors had conducted periodic audit to provide reasonable assurance that the Company’s established policies and procedure have been followed.

29. INTERNAL CONTROL SYSTEM AND ITS ADEQUACY

The Company has a proper and adequate internal control system for all its activities including safeguarding and protecting its assets against any loss from its unauthorized use or disposition. All transaction are properly documented, authorized, recorded and reported correctly. The Company has well defined Management Reports on key performance indicators. The systems are reviewed continuously and its improvement and effectiveness is enhanced based on the reports from various fields. Normal foreseeable risks to the company''s assets are adequately covered by comprehensive insurance.

30. PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 197(12) of the Companies Act, 2013 and the Companies (Particulars of Employee) Rules, 1975, names and other particulars of the employees required are not given as none of the employee is covered under the said provisions of the Act.

31. ENVIRONMENT PROTECTION AND POLLUTION CONTROL

The Company has always been socially conscious corporate, and has always carried forward all its operations and procedures following environment friendly norms with all necessary clearances.

Your Company has taken the following steps towards environment and Ecological balance in manufacturing of Castings.

Continuous plantation activities in and around the Factory as usual has helped in keeping the environment pollution free.

32. CONSERVATION OF ENERGY

The Company has taken all possible measures for the conservation of energy by undertaking melting operations in consolidated and economical lot sizes for optimum utilizations of furnace.

33. FOREIGN EXCHANGE EARNING AND OUTGO

The information regarding the foreign exchange earnings and outgo is contained in Note no. 41 to the Notes to Accounts.

34. SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

There were no cases of sexual harassment filed during the year under review, in terms of the provision of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

35. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 are NIL as on 31.03.2018.

36. CORPORATE SOCIAL RESPONSIBILITY

As the Company does not fall in the mandatory bracket for Corporate Social Responsibility pursuant to Section 135 of the Companies Act, 2013 the Company did not adopt any activity pursuant to the same for the financial year 2017-18.

37. SHARE CAPITAL

a) Issue of Equity Shares:

No Equity Shares were issued in current financial year.

b) Issue of Sweat Equity Shares:

No Sweat Equity Shares were issued in current financial year.

c) Issue of Employee Stock Options:

No Employee Stock Options were issued in current financial year.

d) Provision of Money by Company for Purchase of Its Own Shares by Employees or by Trustees for the benefit of employees:

No provision is made by Company for purchase of its own shares by employees or by trustees for the benefit of employees.

38. PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company''s shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. All the Directors and the designated employees have confirmed compliance with the Code.

39. ACKNOWLEDGEMENTS

The Directors wish to convey their appreciation to all the Company employees for their enormous personal efforts as well as their collective contribution to Company''s record performance.

The Directors would also like to thank their Shareholders, Customers, Dealers, Suppliers, Bankers, Financial Institutions, Government Authorities and all Other Business Associates for the continued support given by them to the Company and their confidence in the Management.

BY ORDER OF THE BOARD OF DIRECTORS BY ORDER OF THE BOARD OF DIRECTORS

FOR NITIN CASTINGS LIMITED FOR NITIN CASTINGS LIMITED

NIPUN KEDIA SHYAMLAL AGARWAL

DIRECTOR WHOLE-TIME DIRECTOR

DIN:02356010 DIN:00347757

THANE, 30TH DAY OF MAY, 2018

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Mar 31, 2015

Dear Members,

The Directors have the pleasure in submitting the Thirty Second Annual Report on the business and operation of the Company along with the Audited Accounts for the financial year ended 31st March, 2015.

Financial Result

The performance of the Company for the financial year ended 31st March, 2015 is summarized below: Rs. Lacs

Particulars Current Year Previous Year

Total Revenue 4,221.36 3,640.07

Total Expenditure 3,956.60 3,415.37

Earnings before Depreciation and Taxes 264.75 224.70

Depreciation and Amortization 99.18 83.66

Earnings before Taxes 165.57 141.04

Tax expenses including Deferred tax 54.48 52.44

Profit after Taxes 111.09 88.60

Add : Balance brought forward from 1,537,46 1, 448.86 previous year

Less : Excess Carried Value of Fixed 107.87 - Assets Adjusted

Profit after Taxes 1,540.68 1,537.46

Less : Proposed Dividend on Equity Shares (Including Tax on Dividend) 16.85 -

Balance carried to Balance Sheet 1,523.84 1,537.46

Business Results

During the year under review, your Company has registered a turnover of Rs. 4,221.36 Lacs as against Rs. 3,640.07 Lacs in the previous year. The Profit before taxes in the current year is Rs. 165.57 Lacs as against Rs. 141.04 Lacs in the previous year and profit after taxes are Rs. 111.09 Lacs as against Rs. 88.60 Lacs in the previous year.

Dividend

Your Directors have recommended dividend Rs. 1.00 per equity share for the financial year ended 31st March, 2015, amounting to Rs. 14.04 Lacs. The dividend payout is subject to approval of members at the ensuring Annual General Meeting.

The dividend will be paid to members whose name appear in the Register of Members as on September 14, 2015; in respect of shares held in dematerialized form, it will be paid to members whose names are furnished by National Securities Depository Limited and Central Depository Services (India) Limited as beneficial owners as on that date.

New Product

We would like to inform you that we have set up & introduced a new pilot plant of Investment Castings with the total capacity of 10 M.T. per month. The Pilot plant of 10 M.T. is already installed and trials have commenced from 28th February, 2015 with total capital investment of Rs. 71.00 Lacs and the further expansion decision will be taken on appropriate time. We estimate that the new plant will add a top line of Rs. 2 Crores in current financial year.

The major customer base for the Investment Castings will cover following Industries.

a) Medical Equipment

b) Defence

c) Aerospace

d) Pumps & Valve

e) Food processing

f) Steel Industries

We have synergy with all existing customers to develop the new requirement of the project and new customer base.

Listing of Shares and Dematerialization

The Company's shares are listed and traded at Bombay Stock Exchange (BSE) and its scrip code is 508875 and ISIN No. INE861H01012

Safety

The Management is committed to ensure safety of its employees, plant and community at all its operations. The safety Management system has been established, communication, involvement, motivation, skill development, training and health have been identified as the key drivers for safe working environment. These initiatives have resulted in reducing the injuries and lost time significantly.

Fixed Deposit

During the year under review, the Company did not raise funds by way of fixed deposits and, as such, no amount of principal or interest was outstanding as on the balance sheet date.

Environment Protection and Pollution Control

The Company has always been socially conscious corporate, and has always carried forward all its operations and procedures following environment friendly norms with all necessary clearances.

Your Company has taken the following steps towards environment and Ecological balance in manufacturing of Castings.

* Continuous plantation activities in and around the Factory as usual has helped in keeping the environment pollution free.

Industrial Relation

Cordial industrial relation and improvement in production were maintained at the Company's plant.The management appreciates the support of employees at all level and looks forward to their full co-operation and involvement in years to come.

Directors

In pursuant to the provisions of the Companies Act, 2013 and the Articles of Associations of the Company,

Mr. Nipun Kedia retires by rotation and being eligible, offer them for re-appointment.

Age & Name Designation Qualification Experience (Years)

Mr. Nipun Kedia Director B.E. 28/5

Date of Name Commencement of Employment

Mr. Nipun Kedia 01/07/2010

Brief profile of Mr. Nipun Kedia is annexed to the Notice of meeting.

Declaration of Independence

Your Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under the provisions of Companies Act, 2013 read with Schedules and Rules issued thereunder as well as clause 49 of Listing Agreement.

Internal Audit System

The Company's internal Auditors had conducted periodic audit to provide reasonable assurance that the Company's established policies and procedure have been followed.

Internal Control System and its Adequacy

The Company has a proper and adequate internal control system for all its activities including safeguarding and protecting its assets against any loss from its unauthorized use or disposition. All transaction are properly documented, authorized, recorded and reported correctly. The Company has well defined Management Reports on key performance indicators. The systems are reviewed continuously and its improvement and effectiveness is enhanced based on the reports from various fields. Normal foreseeable risks to the company's assets are adequately covered by comprehensive insurance.

Particulars of Employees

In terms of the provisions of Section 197(12) of the Companies Act, 2013 and the Companies (Particulars of Employee) Rules, 1975, names and other particulars of the employees required are not given as none of the employee is covered under the said provisions of the Act.

Conservation of Energy

The company has taken all possible measures for the conservation of energy by undertaking melting operations in consolidated and economical lot sizes for optimum utilizations of furnace.

Technology Absorption

The Company's in-house Research and Development Department is engaged in continuous up-gradation to take up the changing market demand and this has been well appreciated by the user industries. The Company has adopted modern technology which has provided cost reduction and improvement in manufacturing processes to maintain highest standard in quality and customer satisfaction.

Foreign Exchange Earning and Outgo

The information regarding the foreign exchange earnings and outgo is contained in Note no. 1(i) to the Notes to Accounts.

Auditors' Report

The auditors' report is self explanatory. It does not require any comment as there is no qualification in reports.

Code of Conduct

In terms of requirement of Clause 49 of the Listing Agreement, the Company has received certificate from all its Senior Management personnel and members of the Board about the compliance of Code of Conduct as laid down by the Board.

Sexual Harassment of Women at Workplace

There were no cases of sexual harassment filed during the year under review, in terms of the provision of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Directors' Responsibility Statement

Yours Directors state that:

(i) That in presentation of the Annual Accounts, applicable Accounting Standards has been followed.

(ii) That the accounting policies have been consistently applied and reasonable, prudent judgment and estimates are made so as to give true and fair view of the state of affairs of your Company as at 31st March 2015.

(iii) That the proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provision of the Companies Act, 2013 for safeguarding the assets of your company and for preventing and detecting frauds and other irregularities.

(iv) That the annual accounts of your company have been prepared on going concern basis.

(v) The directors have laid down internal financial controls, which are adequate and operating effectively.

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

Management Discussion and Analysis and Corporate Governance Report

In compliance with clause 49 of the Listing Agreement entered in with the Stock Exchanges, a separate section on Management Discussion and Analysis that includes details on the state of affairs of the Company as required to be disclosed in the Directors Report forms part of this Annual Report. Further, the Corporate Governance Report, as approved by the Board of Directors, together with a certificate from the Statutory Auditors confirming the compliance with requirements of Clause 49 of the Listing Agreement also forms part of Annual Report.

Statutory Auditors

M/s. Jajodia and Company, Chartered Accountants, Statutory Auditor of the Company, holds office until the conclusion of the ensuing Annual General Meeting and is recommended for re-appointment and to fix their remuneration. Certificate from the Auditors has been received to the effect that their re-appointment, if made, would be within the limits prescribed under section 1 39 of the Companies Act, 201 3.

Secretarial Auditor

The Board has appointed M/s. K. Pratik & Associates,, Practicing Company Secretary, to conduct Secretarial Audit Report for the financial year ended March 31,2015 is annexed herewith. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

Extract of Annual Return

In accordance with Section 134(3)(a) of the Companies Act, 2013, an extract of the annual return in the prescribed format is appended as annexure to the Board's report

Acknowledgements

The Directors wish to convey their appreciation to all the Company employees for their enormous personal efforts as well as their collective contribution to Company's record performance. The Directors would also like to thank their Shareholders, Customers, Dealers, Suppliers, Bankers, Financial Institutions, Government Authorities and all Other Business Associates for the continued support given by them to the Company and their confidence in the Management.

By Order of the Board of Director

Mumbai, the 30th day of May 2015 Mr. S. L. Agarwal Wholetime Director Din No. : 00347757

---

Mar 31, 2014

Dear Members,

The Directors have the pleasure in submitting the Thirty First Annual Report on the business and operation of the Company along with the Audited Accounts for the financial year ended 31st March, 2014.

Financial Result

The performance of the Company for the financial year ended 31st March, 2014 is summarized below:

Rs. in Lacs Particulars Current Year Previous Year

Total Revenue 3,640.07 3,474.34

Total Expenditure 3,415.37 3,177.63

Earnings before Depreciation 224.70 296.71 and Taxes

Depreciation and Amortization 83.67 84.65

Earnings before Taxes 141.03 212.06

Tax expenses including Deferred tax 52.44 68.80

Profit after Taxes 88.59 143.26

Add : Balance brought forward 1,448.87 1,305.61 from previous year

Balance carried to Balance Sheet 1,537.46 1,448.87

Business Results

During the year under review, your Company has registered a turnover of Rs. 3,640.07 Lacs as against Rs. 3,474.34 Lacs in the previous year. The Profit before taxes in the current year is Rs. 141.04 Lacs as against Rs. 212.06 Lacs in the previous year and profit after taxes are Rs. 88.59 Lacs as against Rs. 143.26 Lacs in the previous year.

Dividend

Your Directors have not recommended any payment of dividend during the financial year ended 31st March, 2014. Your Directors are of the opinion that plough back of profit into the business will reward share holders suitably in future.

Listing of Shares and Dematerialization

The Company''s shares are listed and traded at Bombay Stock Exchange (BSE) and its scrip code is 508875 and ISIN No. INE861H01012

Safety

The Management is committed to ensure safety of its employees, plant and community at all its operations. The safety Management system has been established, communication, involvement, motivation, skill development, training and health have been identified as the key drivers for safe working environment. These initiatives have resulted in reducing the injuries and lost time significantly.

Fixed Deposit

During the year under review, the Company did not raise funds by way of fixed deposits and, as such, no amount of principal or interest was outstanding as on the balance sheet date.

Environment Protection and Pollution Control

The Company has always been socially conscious corporate, and has always carried forward all its operations and procedures following environment friendly norms with all necessary clearances.

Your Company has taken the following steps towards environment and Ecological balance in manufacturing of Castings.

* Continuous plantation activities in and around the Factory as usual has helped in keeping the environment pollution free.

Industrial Relation

Cordial industrial relation and improvement in production were maintained at the Company''s plant. The management appreciates the support of employees at all level and looks forward to their full co-operation and involvement in years to come.

Directors

In pursuant to the provisions of the Companies Act, 1956 and the Articles of Associations of the Company, Mr. Nirmal Kedia retires by rotation and being eligible, offer themselves for re-appointment.

Name Designation Gross Qualification Age & Date of Remuneration Experience Commence (Years) ment of Employment

Mr. Nirmal Director 12,00,000/- B. Com. 44/20 01/04/2005 Kedia

Internal Audit System

The Company''s internal Auditors had conducted periodic audit to provide reasonable assurance that the Company''s established policies and procedure have been followed.

Internal Control System and its Adequacy

The Company has a proper and adequate internal control system for all its activities including safeguarding and protecting its assets against any loss from its unauthorized use or disposition. All transaction are properly documented, authorized, recorded and reported correctly. The Company has well defined Management Reports on key performance indicators. The systems are reviewed continuously and its improvement and effectiveness is enhanced based on the reports from various fields. Normal foreseeable risks to the company''s assets are adequately covered by comprehensive insurance.

Particulars of Employees

In terms of the provisions of Section 217(2A) of the Companies Act, 1956 and the Companies (Particulars of Employee) Rules, 1975, names and other particulars of the employees required are not given as none of the employee is covered under the said provisions of the Act.

Conservation of Energy

The company has taken all possible measures for the conservation of energy by undertaking melting operations in consolidated and economical lot sizes for optimum utilizations of furnace.

Technology Absorption

The Company''s in-house Research and Development Department is engaged in continuous up-gradation to take up the changing market demand and this has been well appreciated by the user industries. The Company has adopted modern technology which has provided cost reduction and improvement in manufacturing processes to maintain highest standard in quality and customer satisfaction.

Foreign Exchange Earning and Outgo

The information regarding the foreign exchange earnings and outgo is contained in Note no. 1 (i) to the Notes to Accounts.

Auditors'' Report

The auditors'' report is self explanatory. It does not require any comment as there is no qualification in reports. Code of Conduct

In terms of requirement of Clause 49 of the Listing Agreement, the Company has received certificate from all its Senior Management personnel and members of the Board about the compliance of Code of Conduct as laid down by the Board.

Sexual Harassment of Women at Workplace

There were no cases of sexual harassment filed during the year under review, in terms of the provision of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Directors'' Responsibility Statement

Pursuant to Section 217(2AA) of the Companies Act, 1956 the Directors, subscribe to the Directors Responsibility statement and Confirm as under:

(i) That in presentation of the Annual Accounts, applicable Accounting Standards has been followed.

(ii) That the accounting policies have been consistently applied and reasonable, prudent judgment and estimates are made so as to give true and fair view of the state of affairs of your Company as at 31st March 2014.

(iii) That the proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provision of the Companies Act, 1956 for safeguarding the assets of your company and for preventing and detecting frauds and other irregularities.

(iv) That the annual accounts of your company have been prepared on going concern basis.

Statutory Auditors

M/s. Jajodia and Company, Chartered Accountants, Statutory Auditor of the Company, holds office until the conclusion of the ensuing Annual General Meeting and is recommended for re-appointment and to fix their remuneration. Certificate from the Auditors has been received to the effect that their re-appointment, if made, would be within the limits prescribed under section 224(1B) of the Companies Act, 1956.

Cost Auditors

The Board of Directors has approved the appointment of M/s. Dilip Bathija & Associates, Cost Accountants, as Cost Auditors, for conducting Cost Audit in relation to Alloys Steel Castings manufactured by the Company for the financial year ended March, 2014.

As per section 148 read with Companies (Audit & Auditors) Rules, 2014 and other applicable provisions, if any, of the Companies Act, 2013 the Board of Directors of your Company has appointed M/s Dilip Bathija & Associates, Cost Accountants as the Cost Auditor of your Company for the financial year 2014-15 on the recommendations made by the Audit Committee. The remuneration proposed to be paid to the Cost Auditors, subject to the ratification by the members at the ensuing Annual General Meeting, would be Rs. 40,000 (Rupees Forty Thousand) excluding out of pocket expenses, if any.

The Cost Audit report for the financial year 2012-13 was filed within the due date. The due date for submission of the Cost Audit Report for the year 2013-14 is within 180 days from 31st March, 2014.

Management Discussion and Analysis and Corporate Governance Report

In compliance with clause 49 of the Listing Agreement entered in with the Stock Exchanges, a separate section on Management Discussion and Analysis that includes details on the state of affairs of the Company as required to be disclosed in the Directors Report forms part of this Annual Report. Further, the Corporate Governance Report, as approved by the Board of Directors, together with a certificate from the Statutory Auditors confirming the compliance with requirements of Clause 49 of the Listing Agreement also forms part of Annual Report.

Acknowledgements

The Directors wish to convey their appreciation to all the Company employees for their enormous personal efforts as well as their collective contribution to Company''s record performance.

The Directors would also like to thank their Shareholders, Customers, Dealers, Suppliers, Bankers, Financial Institutions, Government Authorities and all Other Business Associates for the continued support given by them to the Company and their confidence in the Management.

By Order of the Board of Directors Director

Mumbai, the 30th day of May, 2014

---

Mar 31, 2013

To, The Members,

The Directors have the pleasure in submitting the Thirtieth Annual Report on the business and operation of the Company along with theAudited Accounts forthe financial year ended 31st March, 2013.

Financial Result

The performance of the Company for the financial year ended 31st March, 2013 is summarized below:

Rs.in Lacs

Particulars Current Year Previous Year

Total Revenue 3,474.34 3,452.29

Total Expenditure 3,177.63 3,144.92

Earnings before Depreciation and Taxes 296.71 307.37

Depreciation and Amortization 84.65 97.49

Earnings before Taxes 212.06 209.88

Tax expenses including Deferred tax 68.80 8.27

Profit after Taxes 143.26 141.61

Add : Balance brought forward from previous year 1,305.61 1,164.01

Balance carried to Balance Sheet 1,448.87 1,305.62

Global & Indian Economy

The global economic scenario in financial year 2012-13 continued to be fraught with challenges. Major economies witnessed slower growth and the Eurozone was full of uncertainty. An Indian economy also seen shortfall crisis due to persistence of high rates of inflation and the direct impact this may have had on profitability and through that on investment behavior. However, in recent months, there are some sign of conditions stabilizing and a gradual improvement in the global economic environment.

Business Results

During the year under review, your Company has registered a turnover of? 3,474.34 Lacs as against ? 3,452.29 Lacs in the previous year. The Profit before taxes in the current year is ? 212.06 Lacs as against ? 209.87 Lacs in the previous year and profit after taxes are ? 143.26 Lacs as against ? 141.61 Lacs in the previous year.

Dividend

Your Directors have not recommended any payment of dividend during the financial year ended 31st March, 2013. Your Directors are of the opinion that plough back of profit into the business will reward share holders suitably in future.

Listing of Shares and Dematerialization

The Company''s shares are listed and traded at Bombay Stock Exchange (BSE) and its scrip code is 508875 and ISINNo. INE861H01012

Safety

The Management is committed to ensure safety of its employees, plant and community at all its operations. The safety Management system has been established, communication, involvement, motivation, skill development, training and health have been identified as the key drivers for safe working environment. These initiatives have resulted in reducing the injuries and lost time significantly.

Fixed Deposit

During the year under review, the Company did not raise funds by way of fixed deposits and, as such, no amount of principal or interest was outstanding as on the balance sheet date.

Environment Protection and Pollution Control

The Company has always been socially conscious corporate, and has always carried forward all its operations and procedures following environment friendly norms with all necessary clearances.

Your Company has taken the following steps towards environment and Ecological balance in manufacturing of Castings.

Continuous plantation activities in and around the Factory as usual has helped in keeping the environment pollution free.

Industrial Relation

Cordial industrial relation and improvement in production were maintained at the Company''s plant. The management appreciates the support of employees at all level and looks forward to their full co-operation and involvement in years to come.

Directors

In pursuant to the provisions of the Companies Act, 1956 and the Articles of Associations of the Company, Mr. Nitin Kedia and Mr. DevenDoshi retires by rotation and being eligible, offer themselves for re-appointment.

Internal Audit System

The Company''s internal Auditors had conducted periodic audit to provide reasonable assurance that the Company''s established policies and procedure have been followed.

Internal Control System and its Adequacy

The Company has a proper and adequate internal control system for all its activities including safeguarding and protecting its assets against any loss from its unauthorized use or disposition. All transaction are properly documented, authorized, recorded and reported correctly. The Company has well defined Management Reports on key performance indicators. The systems are reviewed continuously and its improvement and effectiveness is enhanced based on the reports from various fields. Normal foreseeable risks to the company''s assets are adequately covered by comprehensive insurance.

Particulars of Employees

In terms of the provisions of Section 217(2A) of the Companies Act, 1956 and the Companies (Particulars of Employee) Rules, 1975, names and other particulars of the employees required are not given as none of the employee is covered underthe said provisions of the Act.

Conservation of Energy and Technology Absorption and Foreign Exchange Earning & Outgo

The company has taken all possible measures forthe conservation of energy by undertaking melting operations in consolidated and economical lot sizes for optimum utilizations of furnace.

The Company''s in-house Research and Development Department is engaged in continuous up-gradation to take up the changing market demand and this has been well appreciated by the user industries. The Company has adopted modern technology in expansion of the capacity which has provided cost reduction and improvement in manufacturing processes to maintain highest standard in quality and customer satisfaction.

Foreign Exchange Earning and Outgo

The information regarding the foreign exchange earnings and outgo is contained in Note no. 1(i) to the Notes to Accounts.

Auditors'' Report

The auditors'' report is self explanatory. It does not require any comment as there is no qualification in reports.

Code of Conduct

In terms of requirement of Clause 49 of the Listing Agreement, the Company has received certificate from all its Senior Management personnel and members of the Board about the compliance of Code of Conduct as laid down by the Board.

Directors''Responsibility Statement

Pursuant to Section 217(2AA) of the Companies Act, 1956 the Directors, subscribe to the Directors Responsibility statement and Confirm as under:

(i) That in presentation of the Annual Accounts, applicable Accounting Standards has been followed. (ii) That the accounting policies have been consistently applied and reasonable, prudent judgment and estimates are made so as to give true and fairviewof the state of affairs of your Company as at 31st March 2013.

(iii) That the proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisionofthe CompaniesAct, 1956 for safeguarding the assets ofyour company and for preventing and detecting frauds and other irregularities.

(iv) That the annual accounts ofyour company have been preparedongoing concern basis.

StatutoryAuditors

M/s. Jajodia and Company, Chartered Accountants, Statutory Auditor of the Company, holds office until the conclusion of the ensuing Annual General Meeting and is recommended for re-appointment and to fix their remuneration. Certificate from the Auditors has been received to the effect that their re-appointment, if made, wouldbewithin the limits prescribed under section 224(1B)ofthe CompaniesAct, 1956.

CostAuditors

The Board of Directors has approved the appointment of M/s. Dilip Bathija & Associates, Cost Accountants, as Cost Auditors, for conducting Cost Audit in relation to Alloys Steel Castings manufactured by the Company for the financial year ended March, 2013 and for issuance of Compliance Report for the financial year ended March 31, 2013 under the Companies (CostAccounting Records) Rules, 2011.

ManagementDiscussion andAnalysis and CorporateGovernanceReport

In compliance with clause 49 of the Listing Agreement entered in with the Stock Exchanges, a separate section on Management Discussion andAnalysis that includes details on the state of affairs of the Company as required to be disclosed in the Directors Report forms part of this Annual Report. Further, the Corporate Governance Report, as approved by the Board of Directors, together with a certificate from the StatutoryAuditors confirming the compliance with requirementsof Clause 49 ofthe ListingAgreement also forms part ofAnnual Report.

Acknowledgements

The Directors wish to convey their appreciation to all the Company employees for their enormous personal efforts aswellastheir collective contributionto Company''s record performance.

The Directors would also like to thank their Shareholders, Customers, Dealers, Suppliers, Bankers, Financial Institutions, Government Authorities and all Other Business Associates for the continued support given by them to the Company and their confidencein the Management.

By Order of the Board of Directors

Nipun Kedia

Thane, the 30th day of May, 2013 Director

---

Mar 31, 2012

The Directors have the pleasure in submitting the Twenty Ninth Annual Report on the business and operation of the Company along with the Audited Accounts for the financial year ended 31st March, 2012.

Financial Result

The performance of the Company for the financial year ended 31st March, 2012 is summarized below:

Rs. in Lacs

Particulars Current Year Previous Year

Total Revenue 3,452.29 3,128.66

Total Expenditure 3,144.92 2,799.10

Earnings before Depreciation and Taxes 307.37 329.56

Depreciation and Amortization 97.49 98.43

Earnings before Taxes 209.88 231.13

Tax expenses including Deferred tax 68.27 85.39

Profit after Taxes 141.61 145.74

Add : Balance brought forward from previous year 1,164.01 1,018.27

Balance carried to Balance Sheet 1,305.62 1,164.01

Global Economy

The global economic environment has been fragile, owing to the various reasons such as political turmoil in Middle East & North Africa, aftermath of the earthquake and tsunami in Japan, US economy downgrade by rating agencies and challenges in Eurozone. However, in recent months, there are sign of conditions stabilizing and a gradual improvement in the global economic environment.

Business Results

During the year under review, your Company has registered a turnover of Rs. 3,452.29 Lacs as against Rs. 3,128.66 Lacs in the previous year. The Profit before taxes in the current year is Rs. 209.88 Lacs as against Rs. 231.13 Lacs in the previous year and profit after taxes are Rs. 141.61 Lacs as against Rs. 145.74 Lacs in the previous year.

Dividend

Your Directors have not recommended any payment of dividend during the financial year ended 31st March, 2012. Your Directors are of the opinion that plough back of profit into the business will reward share holders suitably in future.

Listing of Shares and Dematerialization

The Company's shares are listed and traded at Bombay Stock Exchange (BSE) and its scrip code is 508875 and ISIN No. INE861H01012

Safety

The Management is committed to ensure safety of its employees, plant and community at all its operations. The safety Management system has been established, communication, involvement, motivation, skill development, training and health have been identified as the key drivers for safe working environment. These initiatives have resulted in reducing the injuries and lost time significantly.

Future Outlook

The Management of the Company is of the opinion that the future out look is bright for sustaining the growth in the current year. Your Company has already established its position in the market and does expect better results.

Fixed Deposit

During the year under review, the Company did not raise funds by way of fixed deposits and, as such, no amount of principal or interest was outstanding as on the balance sheet date.

Environment Protection and Pollution Control

The Company has always been socially conscious corporate, and has always carried forward all its operations and procedures following environment friendly norms with all necessary clearances.

Your Company has taken the following steps towards environment and Ecological balance in manufacturing of Castings.

- Continuous plantation activities in and around the Factory as usual has helped in keeping the environment pollution free.

Industrial Relation

Cordial industrial relation and improvement in production were maintained at the Company's plant. The management appreciates the support of employees at all level and looks forward to their full co-operation and involvement in years to come.

Directors

In pursuant to the provisions of the Companies Act, 1956 and the Articles of Associations of the Company, Mr. Nipun Kediaand Mr. Arvind Jalan retires by rotation and being eligible, offer themselves for re-appointment.

Internal Audit System

The Company's internal Auditors had conducted periodic audit to provide reasonable assurance that the Company's established policies and procedure have been followed.

Internal Control System and its Adequacy

The Company has a proper and adequate internal control system for all its activities including safeguarding and protecting its assets against any loss from its unauthorized use or disposition. All transaction are properly documented, authorized, recorded and reported correctly. The Company has well defined Management Reports on key performance indicators. The systems are reviewed continuously and its improvement and effectiveness is enhanced based on the reports from various fields. Normal foreseeable risks to the company's assets are adequately covered by comprehensive insurance.

Particulars of Employees

In terms of the provisions of Section 217(2A) of the Companies Act, 1956 and the Companies (Particulars of Employee) Rules, 1975, names and other particulars of the employees required are not given as none of the employee is covered under the said provisions of the Act.

Conservation of Energy and Technology Absorption and Foreign Exchange Earning & Outgo

The company has taken all possible measures for the conservation of energy by undertaking melting operations in consolidated and economical lot sizes for optimum utilizations of furnace.

The Company's in-house Research and Development Department is engaged in continuous up-gradation to take up the changing market demand and this has been well appreciated by the user industries. The Company has adopted modern technology in expansion of the capacity which has provided cost reduction and improvement in manufacturing processes to maintain highest standard in quality and customer satisfaction.

Foreign Exchange Earning and Outgo

The information regarding the foreign exchange earnings and outgo is contained in Note no. 1 (i) to the Notes to Accounts.

Auditors' Report

The auditors' report is self explanatory. It does not require any comment as there is no qualification in reports.

Code of Conduct

In terms of requirement of Clause 49 of the Listing Agreement, the Company has received certificate from all its Senior Management personnel and members of the Board about the compliance of Code of Conduct as laid down by the Board.

Directors' Responsibility Statement

Pursuant to Section 217(2AA) of the Companies Act, 1956 the Directors, subscribe to the Directors Responsibility statement and Confirm as under:

(i) That in presentation of the Annual Accounts, applicable Accounting Standards has been followed.

(ii) That the accounting policies have been consistently applied and reasonable, prudent judgment and estimates are made so as to give true and fair view of the state of affairs of your Company as at 31st March 2012.

(iii) That the proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provision of the Companies Act, 1956 for safeguarding the assets of your company and for preventing and detecting frauds and other irregularities.

(iv) That the annual accounts of your company have been prepared on going concern basis.

Statutory Auditors

M/s. Jajodia and Company, Chartered Accountants, Statutory Auditor of the Company, holds office until the conclusion of the ensuing Annual General Meeting and is recommended for re-appointment and to fix their remuneration. Certificate from the Auditors has been received to the effect that their re-appointment, if made, would be within the limits prescribed under section 224(1 B) of the Companies Act, 1956.

Cost Auditors

The Board of Directors has approved the appointment of M/s. Dilip Bathija & Associates, Cost Accountants, as Cost Auditors, for conducting Cost Audit in relation to Alloys Steel Castings manufactured by the Company for the financial year ended March, 2012 and for issuance of Compliance Report for the financial year ended March 31,2012 underthe Companies (Cost Accounting Records) Rules, 2011.

Management Discussion and Analysis and Corporate Governance Report

In compliance with clause 49 of the Listing Agreement entered in with the Stock Exchanges, a separate section on Management Discussion and Analysis that includes details on the state of affairs of the Company as required to be disclosed in the Directors Report forms part of this Annual Report. Further, the Corporate Governance Report, as approved by the Board of Directors, together with a certificate from the Statutory Auditors confirming the compliance with requirements of Clause 49 of the Listing Agreement also forms part of Annual Report.

Acknowledgements

The Directors wish to convey their appreciation to all the Company employees for their enormous personal efforts as well as their collective contribution to Company's record performance.

The Directors would also like to thank Shareholders, Customers, Dealers, Suppliers, Bankers, Financial Institutions, Government Authorities and all Other Business Associates for the continued support given by them to the Company and their confidence in the Management.

By Order of the Board of Directors

Nipun Kedia

Thane, the 30th day of May, 2012 Director

---

Mar 31, 2010

The Directors have the pleasure in submitting the Twenty Seventh Annual Report on the business and operation of the Company along with the Audited Accounts for the financial year ended 31st March, 2010.

Financial Result

The performance of the Company for the financial year ended 31st March, 2010 is summarized below:

Rupees in Lacs

Particulars Current Previous Year Year

Total Income 2,660.79 4,406.29

Total Expenditure 2,343.92 4,050.06

Profit before Depreciation & Taxes 316.87 356.23

Provision for Depreciation 63.78 80.70

Profit before Taxes 233.09 275.53

Provision for Taxes including FBT & Deferred Tax 78.35 93.50

Profit after Taxes 154.74 182.03

Add : Balance brought forward from previous year 863.53 681.50

Balance carried to Balance Sheet. 1,018.27 863.53



Global Economy

The slowdown in the global economy especially with respect to US still facing the heat all over the world, our country and Industry also has felt the cascading effect of the same. The growth momentum in industry has been slow, as consumer and business sentiment has weakened.

Business Results

During the year under review, your Company has registered a turnover of Rs. 2,660.79 Lacs as against Rs. 4,406.29

Lacs in the previous year. The Profit before taxes are Rs. 233.09 Lacs and profit after taxes are Rs 154.74 Lacs.

The decrease in turnover was due to the fall In the price of raw material and due to the global slowdown. In fact the performance of company has improved in terms of profitability margin due to effective cost controls.

Divedend

Your Directors have not recommended any payment of dividend during the financial year ended 31st March. 2010. Your Directors are of the opinion that plough back of profit into the business will reward share holders suitably in future.

Listing of Shares and Dematerlailzatlon

The Companys shares are listed and traded at Bombay Stock Exchange (BSE) and its scrip code is 508875 and ISIN NO. INE861H01012

Safety

The Management is committed to ensure safety of its employees, plant and community at alt its operations. The safety Management system has been established, communication, involvement, motivation, skill development, training and health have been identified as the key drivers for safe working-environment. These initiatives have resulted in reducing the injuries and lost time significantly.

Future Outlook

The Management of the Company is of the opinion that the future out look is bright for sustaining the growth in the current year. Your Company has already established its position in the market and does expect better results.

Fixed Deposit

During the year under review, the Company did not raise funds by way of fixed deposits and, as such, no amount of principal or interest was outstanding as on the balance sheet date.

Environment Protection and Pollution Control

The Company hag always been socially conscious corporate, and has always carried forward all its operations and

procedures following environmenl friendly norms with all necessary clearances.

Your Company has taken the, followlng steps towards environment and Ecological balance in manufacturing of Castings.

* Continuous plantation activities in and around the Factory as usual has helped in keeping the enviroment polIution free.

Industrial Relation

Cordian industrial relation and improvement In production were maintained at the Companys plant. The management appreciates the support of employees at all level and looks forward to their full co-operation and involvement In years to come.

Directors

In pursuant to the provisions of the Companies Act, 1956 and the Articles of Associations of the Company. Mr. Deven M Doshi and Mr. Nitin S. Kedia retires by rotation and being eligible, offer themselves for re-appointment. Further with a view to broad base its board the company has appointed Mr. Nipun N. Kadia as Director of the Company.

Internal Audit System

The Companys internal Auditors had conducted periodic audit to provide reasonable assurance that the Companys established policies and procedure have been followed.

Internal Control System and its Adequacy

The Company has a, proper and adequate Internal control system for all its activities Including safeguarding and protecting its assets against any loss from its, unauthorized use or disposition All transaction are properly documented, authorized, recorded and reported correctly. The Company has well defined Management Report on key performance indicators. The systems are reviewed continuously and its improvement and effectiveness is enhanced based on the reports from various fields. Normal foreseeable risks to the companys assets are adequately covered by comprehensive insurance.

Particulars of Employees

In terms of the provisions of Section 217(2A) of the Companies Act, 1956 and the Companies (Particulars of Employee) Rules, 1975, names and other particulars of the employees are required are not given as none of the employed is covered under the said provisions of the act.

Conservation of Energy and Technology Absorption and Foreign Exchange Earning & Outgo

The company has taken all possible measures for the conservation of energy by undertaking melting operations In consolidated and economical lot sizes for optimum utilizations of furnace.

The Companys in-house Research and Development Department Is engaged In continuous up-gradation to take up the Changing market demand and this has been well appreciated by the user industries. The Company has adopted; modem technology In expansion of the capacity which has provided cost reduction and improvement in manufacturing processes to maintain highest standard in quality and customer satisfaction.

The Information regarding the foreign exchange earnings and outgo is contained in note no. (i) of Schedule 1a to the Notes to Accounts.

Auditors Report

The auditors report is self explanatory. It does not require any comment as there is no qualiflcation in reports.

Code of Conduct

In terms of requirement of Clause 49 of the Lisiting Agreement, the Company has received certificate from all Its senior management personnel and member of the Board about the compliance of code of conduct as told down by the Board.

Directors Responsibllity Statement

Pursuant la Section 217(2AA) of Che Companies Act, 1968 the Directors, subscribe to the Directors Rosponsibility

statement and Confirm as under

(i) That In presentation of the Annual Accounts, applicable accounting standards has been followed.

(ii) That the accounting policies have been consistently applied and reasonable, prudent judgment and estimates are made so as to give and fair view of the state of affairs of your Company as at 31st March 2010.

(iii) That the proper and sufficient care has been taken for the maintenance of adequate accounting records In accordance with the provision of the Companies Act, 1956 for safeguarding the assets of your company and for preventing and detecting frauds and other irregularities.

(iv) That the annual accounts of your company have been prepared on going concern basis.

Auditors

M/s. Jajodia and Company. Chartered Accountants, Statutory Auditor of the Company, holds office until the conclusion of the ensuing Annual General Meeting and is recommended for re-appointment and to fix their remuneration. Certificate from the Auditors has been received to the effect that their re-appointment, if made, would be within the limits prescribed under section 224(1B)of the Companies Act 1956.

Acknowledgements

The Directors wish to convey their appreciation to all of the Companys employees for their enormous personal efforts as well as their collective contribution to Companys record performance.

The Directors would also like to thank shareholders, customers, dealers, suppliers, bankers, financial institutions, Government authorities and all other business associates for the continued support given by them to the company and their confidence in management

By Order of the Board of Directors

Nirmal B. Kedia

Thane, the 31st day of May, 2010 Chairman