Technocraft Industries (India) Ltd

Dear Members,

Directors of your Company have pleasure in presenting the Nineteenth Annual Reporttogether with the Audited Statement of Accounts for the year ended 31^stMarch,2011.

FINANCIAL HIGHLIGHTS

PERFORMANCE

The gross sale and other income for the financial year under review were Rs. 48900.42Lakhs against Rs. 40831.59 Lakhs for the previous financial year registering an increaseof 19%. Total PAT for the year stood at Rs. 3234.62 Lakhs against Rs. 2978.43 Lakhs forthe previous year registering an increase of 8%.

The performance on a consolidated basis is also impressive and registered an increaseof 22% in Gross Income. Decrease in PAT is due to higher depreciation of China's Project.

DIVIDEND

Your Directors are pleased to recommend final dividend of Rs. 1.00 i.e.10% per equityshare of Rs. 10/-, subject to the approval of shareholders at their Annual GeneralMeeting. The final dividend, if declared as above, would involve an outflow of Rs. 315.27Lakhs towards dividend and Rs. 52.36 Lakhs towards Dividend Distribution tax, resulting ina total outflow of Rs. 367.63 Lakhs.

DEPOSIT

During the year ended on 31^st March 2011, the Company has not accepted anyFixed Deposits from the public under section 58A and 58AA of the Companies Act, 1956 r/wCompanies (Acceptance of Deposit) Rules, 1975

AMALGAMATION

Technocraft Export Private Limited, a 100% subsidiary of the Company, was amalgamatedby the order of Hon'ble Bombay High Court on 06^th May, 2011. The appointed dateof the scheme was 01^st April, 2009. Please refer Note No. 2. M (I) of Schedule20 of Notes to Accounts of Standalone Financials for further details.

DIRECTORS

Mr. Pankaj Toprani & Mr. M.D.Saraf, Directors, retire from the Board by rotationand as they are eligible they have been offered re-appointment at ensuing Annual GeneralMeetings. The Notice convening Annual General Meeting includes the proposals ofre-appointment of Directors.

Brief resume of the above Directors, their expertise in specific functional area, nameof the Public Limited companies in which they hold the directorship and theirshareholdings in the Company, as stipulated under clause 49 of the Listing Agreement aregiven in the Report on Corporate Governance forming part of Annual Report.

AUDITORS

The present Statutory Auditors of the Company M/s M.L.Sharma & Co, CharteredAccountants (Registration No. 109963W), Mumbai, retire as statutory auditors at theconclusion of this Annual General Meeting of the Company. They are eligible forre-appointment and Company received a certificate from them that their reappointment, ifmade, would be within the limit specified under section 224 (IB) of the Companies Act,1956 and they are not disqualified for such an appointment within the meaning of subsection (3) and (4) of section 226 of the Companies Act, 1956. Their appointment isrecommended by the Board.

AUDITORS' REPORT

The observation made in the Auditors' Report, read together with the relevant notesthereon are self-explanatory and hence, do not call for any comments under section 217(3)of the Companies Act, 1956. The Auditors' Report on consolidated Accounts is alsoattached. The Consolidated Accounts have been prepared in accordance with the AccountingStandards prescribed by The Institute of Chartered Accountants of India.

CONSOLIDATED FINANCIALS

The Ministry of Corporate Affairs (MCA) by General Circular No.2/2011 dated 8^thFebruary, 2011, issued a direction under section 212(8) of the Companies Act, 1956; thatthe provision of section 212 shall not apply to companies in relation to theirsubsidiaries, subject to fulfill certain conditions mentioned in the said circular withimmediate effect. The Board of Directors of your companies at the meeting held on 29^thJuly, 2011, approved the Audited Consolidated Financial Statements for the financial year2010-11 in accordance with the Accounting Standard (AS-21) and other Accounting Standardsissued by the Institute of Chartered Accountants of India as well as clause 32 of ListingAgreement, which includes financial information of all its subsidiaries and forms part ofthis Annual Report.

The Annual Accounts and financials of all the subsidiaries of your company and relateddetails information shall be made available to members on request and are open forinspection at the registered office of the Company. Your Company has complied with all theconditions as stated mentioned under the circular and accordingly not attached thefinancial statements of the subsidiaries for the financial year 2010-11. A statements ofsummarized financials of all the subsidiaries of your company including capital, reserve,total assets, total liabilities, details of investment, turnover etc. pursuant to GeneralCircular issued by the Ministry of Corporate Affairs, forms part of this report.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, a ManagementDiscussion & Analysis, Corporate Governance Report and Auditors' Certificate regardingcompliance of conditions of Corporate Governance are made a part of the Annual Report.

TRANSFER TO RESERVE

Your company proposed to transfer Rs. 80 lakhs to the General Reserve. Accounts of Rs.5355.46 lakhs is proposed to be retained in the profit and loss account.

MANAGEMENT DISCUSSION AND ANALYSIS

The detailed review of operation, performance and future outlook of your company andits business is given in the Management and Discussion Analysis, which forms part of thisreport.

PARTICULARS OF EMPLOYEES

Particulars of Employees of the Company, as required under section 217(2A) of theCompanies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 for theyear ended 31^st March, 2011

Employees employed throughout the financial year 2010-2011 and who receivedremuneration for the financial year in the aggregate of not less than Rs. 60, 00,000/- perannum

Notes:

• Gross Remuneration includes Salary, Bonus, Allowances & Commission

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors of the Companyconfirm that:

1. in the preparation of annual accounts, the applicable accounting standards has beenfollowed along with proper explanation relating to material departure;

2. the selected accounting policies were applied consistently and the Directors madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company as at 31st March, 2011 and of the Profit of theCompany for the year ended on that date;

3. proper and sufficient care has been taken for the maintenance of adequate accountingrecords in accordance with the provision of the Companies Act,1956 for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

4. the Annual Accounts have been prepared on a 'going concern' basis

ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE

In compliance with the requirement of Section 217(l)(e) of the Companies Act, 1956 readwith the Companies (Disclosure of particulars in the Report of Board of Directors) Rules,1988, the statement showing the particulars in relation to conservation of energy,technology absorption and foreign exchange earnings and outgoing is furnished and formpart of this report as per Annexure-A.

GROUP

Persons constituting group within the definition of group as defined in the Monopoliesand Restrictive Trade Practice Act, 1969. For the purpose of Regulation 3(1) (e) of the Securitiesand Exchange Board of India (Substantial Acquisition of Share and Takeover) Regulation,1997, includes the following:-

ACKNOWLEDGEMENT

Your Directors would like to thank all Bankers, Central Government, State Government,Reserve Bank of India, Financial Institutions, Share Holders, Customers, Dealers,Suppliers and all other business associates for the continued support given by them to theCompany and their confidence in its management. Your Directors also place on record theirdeep sense of appreciation for the services rendered by the employees of the Company.

Annexure of Directors' Report

Power & Fuel Consumption

Closure Division

Technical Absorption

(a) Specific areas in which R & D is carried out by the Company

Company undertakes continuous research and development activities with an objective toreduce operational costs and improve the efficiency of our plants

(b) Benefits derived as a result of the R&D

Reduction of manufacturing cost and it improves the efficiency and profitability of theCompany.

Future plan of Action

Your Company intends to continue focus on core strength by adding new products andincrease the production capacity.

Technology Absorption, Adoption and Innovation

(a) In brief efforts are made towards technology Absorption, adoption and Innovation

(b) Benefits derived as a result of the above effort:

To deliver highest possible quality product and solutions that satisfies our customer.

In case of Imported Technology, following Information is furnished:

Foreign Exchange Earning & Outgo

Activities relating to Export

Your Company has taken various initiatives to increase export turnover by introducingnew products and established foreign subsidiaries worldwide to sell, market and promotethe various products of the Company. Further, the management of the Company made continuesefforts to explore the new markets for its products. Company also appoints some foreignofficers to capture the untapped market for its products.