Anjani Dham Industries Ltd

Dear Shareholders,

ANJANI DHAM INDUSTRIES LIMITED

Your Directors have great pleasure In presenting the 24th Annual Report onbusiness and operations of the Company together with the Audited statements of Accountsfor the financial year ended on 31st March 2012,

FINANCIAL RESULTS :

RESUME OF PERFORMANCE

Your Directors are pleased to report satisfactory performance of the Company for yetanother year, The total revenue from operations was Rs.24687.68 lacs as againstRs.23550,14 lacs in the previous yuan The Company has made net profit of Rs.31.09 lacs asagainst the previous net profit of Rs,29,30 lacs after providing depreciation of Rs.340,94lacs and provision for taxation (current year) of Rs.42.50 lacs for the financial yearended on 31st March, 2012, The Increase In profits during the year under review was onaccount of increased sales, better margins, reduction in Input costs, interest costs andoverall efficiency in operations at all levels. With the surge in demand coupled withbetter marriage season and softening of key raw material prices in improving the marginssignificantly during the year under review.

The outlook for the current year is encouraging.

DIVIDEND:

No dividend has been recommended in respect of the year ended 31st March, 2012 and theentire surplus be ploughed back to the business to meet the needs for additional financefor capital expenditure.

FIXED DEPOSIT:

The Company has not accepted any deposit from the public pursuant to the provisions ofSection 58A of the Companies Act, 1956.

DIRECTORS:

At the ensuing Annual General Meeting Mr. Ramniwas K. Pandia will retire by rotationand being eligible and offers himself for re-appointment in the term of provision ofArticles of Association of the Company.

Mr. Anjani R. Agarwal was resigned from the Board of Directors of the Companyw.e.f/14.02.2012. The Board placed on record its deep sense of appreciation for thevaluable contribution made by Mr. Anjani R. Agarwal during his tenure.

AUDITORS AND THEIR REPORTS:

Auditors of the Company, M/s. Nahta Jain & Associates, Chartered Accountants,Ahmedabad will retire at the ensuing Annual General Meeting of the Company and are beingeligible have offered themselves for re-appointment. The Shareholders are requested toappoint the Auditors of the Company and authorize the Board to fix their remuneration.

The observations made by the Auditors' in their Auditors' report and the notesappearing in the accounts with regard to it are self-explanatory and do not requiresfurther clarification by the Board.

ADDITIONAL DISCLOSURES:

In line with the requirements of the Listing Agreement with the Stock Exchanges andAccounting Standard of the Institute of Chartered Accountants of India, your Company hasmade additional disclosures in the notes on accounts for the year under review in respectof Related Party Transactions, Deferred Tax Liability, etc.

CORPORATE GOVERNANCE REPORT:

Your Company perceives Corporate Governance as an endeavor for transparency and awholehearted approach towards continuous enhancement of shareholders' value. Your Companyhas been complying with the conditions of Corporate Governance as stipulated in Clause 49of the Listing Agreement. Further, the Board of Directors of your Company constituted aCommittee known as Corporate Governance Committee, which recommends the best practices inthe Corporate Governance.

A separate report on Corporate Governance along with Auditors' Certificate oncompliance with the Corporate Governance norms and stipulated in Clause 49 of the ListingAgreement, forming part of this report is annexed herewith.

PARTICULARS OF EMPLOYEES:

The statement showing particulars of employees under section 217(2A) of the CompaniesAct, 1956, read with the companies (Particulars of Employees) Rules, 1975, as amended, isnot required to be given as there were no employees coming within the purview of thissection.

INSURANCE:

The assets of the Company are adequately insured against the loss of fire and otherrisks which considered necessary by the management.

MANAGEMENT DISCUSSION AND ANALYSIS:

Industry structures relating to the Company's activity is performing well in economy.The Company has obtained various order (domestic and exports) during the financial year2011-12. Growth of the Industry is providing the opportunity to over come the threat ofincreasing cost and competition for the Industry. The Audit Committee of the Company hasregularly reviewed internal Control System of the company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:

Information pursuant to Section 217(1)(e) of the Companies Act 1956 read with theCompanies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988relating to the foregoing matters is given hereunder.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956, theDirectors of your Company confirm that:

i) in the preparation of the annual accounts, the applicable accounting standards havebeen followed along with proper explanation relating to material departures;

ii) the Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that were reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit or loss of the Company for that period;

iii) the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act, 1956for safeguarding the assets of the company and for preventing and detecting fraud andother irregularities;

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

APPRECIATION:

Your Directors would like to express their appreciation for the assistance andco-operation received from the financial institutions, banks, Government authorities,customers, vendors and members during the year under review. Your Directors also wish toplace on record their deep sense of appreciation for the committed services by theexecutives, staff of the Company.