Hawkins Cookers Ltd Management Discussions.

In 2014-15, the main challenge was growing demand and the Company met this challenge and grew the volume of products sold by 6.6% in Pressure Cookers and 9.5% in Cookware. The Company made three new TV commercials, each ranging in duration from 50 to 60 seconds, in order to expand the demand for its products and we are pleased to report a good response from the market. The Company also had two very successful dealer conferences which have further improved the understanding and enthusiasm of our dealers for our products. Manufacturing costs have increased due to increases in raw materials, power and labour.

During the course of this year, we have signed three-year wage agreements with our workers in our three factories and with our staff in Mumbai, Thane and Hoshiarpur. The morale of our employees at all locations is high. We appreciate very much the contribution of our employees to the successful working of your Company.

Profit before tax as a percentage of net sales in 2014-15 was 9.2% as against 12.5% in the previous year. Profit after tax as a percentage of net sales in 2014-15 was 6.2% as against 8.4% in the previous year. We have taken a price increase of around 6% in Pressure Cookers and Cookware on April 1, 2015.

Cash flow during the year was comfortable. Cash and cash equivalents as on March 31, 2015, were Rs. 31.59 crores (previous year: Rs. 50.39 crores). We have plans to utilise these funds appropriately.

Control Systems

In our judgment, the Company has adequate financial and administrative systems and controls and an effective internal audit function.

Risks and Concerns

All foreseeable risks that the Company may encounter and concerns have been addressed in a documented

Risk-Management Framework which is reviewed by the Board from time to time.

Threats and Opportunities

Management continues to diligently watch cost increase trends and seeks effective cost controls and necessary adjustment in prices as needed from time to time.

The current and long-term vitality of the demand for our brands - Hawkins, Contura, Hevibase, Futura and Miss Mary - augur well for the future of your Company.

Outlook

We believe the outlook for our business is excellent. In this year, we have further strengthened the good reputation we have amongst our consumers and customers and we expect to increase our sales and profits handsomely.

All forward-looking statements in our report are based on our assessments and judgments exercised in good faith at this time. Of course, actual developments and/or results may differ from our present anticipation.

2014-15 Operations: Other Aspects

The value of exports at Rs. 33.46 crores in 2014-15 was 24.8% up over the previous year. Foreign Exchange used in 2014-15 was Rs. 6.27 crores (Rs. 1.27 crores in the previous year).

As our Research & Development Unit is recognised by the Department of Scientific and Industrial Research, our expenditure on R&D in 2014-15 shall be eligible for the benefit of deductibility of expenses at the rate of 200% for the purpose of the computation of income tax subject to the necessary approvals by the Department of Scientific and Industrial Research and the Income Tax Department. The expenditure on Research & Development in 2014-15 was Rs. 3.08 crores, up 56% over previous year. Required details are given in Appendix i. Efforts continue in our factories and offices to save energy wherever possible.

The details of deposits under Section 73 of the Companies Act, 2013, are as follows:

(a) Amount accepted during the year: Rs. 12.51 crores.

(b) Amount remained unpaid or unclaimed as at the end of the year: Nil.

(c) Default in repayment of deposits or payment of interest thereon: Nil.

Dividend and Appropriations

We are pleased to recommend Rupees Forty Five per Share as dividend at the rate of 450% (previous year: Rupees Sixty per Share). Our recommendation takes into account the profitability, circumstances and requirements of the business.

Out of the amount available for appropriation of Rs. 45.25 crores (previous year: Rs. 55.25 crores), we propose:

• Rs. 23.80 crores as provision for dividend (previous year: Rs. 31.73 crores)

• Rs. 4.84 crores as tax on proposed dividend (previous year: Rs. 5.39 crores)

• Rs. 5.00 crores transfer to General Reserve (previous year: Rs. 5.00 crores) and

• Rs. 11.61 crores as surplus carried to the Balance Sheet (previous year: Rs. 13.13 crores).

Directors’ Responsibility Statement

The Board confirms that:

1. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

2. In the preparation of the Annual Accounts, the applicable accounting standards have been followed and proper explanation given relating to material departures. The Directors have prepared the Annual Accounts on a going-concern basis.

3. 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.

4. Based on the framework of the internal financial controls and compliance systems established and maintained by the Company, the work performed by the Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Companys internal financial controls were adequate and effective during the financial year 2014-15.

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

Code of Conduct

The Board has formulated and updated The Corporate Governance Code of Conduct for all Directors of the Board and Senior Managers of the Company. This Code is available on the website of the Company. All Directors and Senior Management Personnel have affirmed compliance with the Code. A declaration to this effect signed by the Vice-Chairman and Chief Executive Officer of the Company appears elsewhere in this Annual Report.