HIND ALUMINIUM INDUSTRIES LIMITED

HIND ALUMINIUM INDUSTRIES LIMITED

ANNUAL REPORT 2015-2016

WIRE RODS

MINERALS

POWER GENERATION

CONDUCTORS

HIND ALUMINIUM INDUSTRIES LTD.

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BOARD OF DIRECTORS

Shri Lalit Kumar Daga ChairmanShri Shailesh Daga Managing DirectorCA. Sudhir Goel Whole-Time DirectorShri Navin Shah Independent DirectorShri Sundeep Mohta Independent DirectorShri Narayan Das Mundhra Independent DirectorMrs. Renu Somani Independent Director

EXECUTIVESCA. Kailash Agarwal (Unit Incharge –Wire Rod & Conductors)Shri G. L. Prasad (President Operation - Wire Rod & Conductors)Shri Mahendra Kumar Jain (Chief Financial Officer)Shri Prem Sharma (Senior General Manager, Marketing - Conductors)Shri Santosh L.Baghel (General Manager-Works; Wire Rod & Conductors)Shri Mahendra H Karia (General Manager-Commercial)Shri Deepak Chaturvedi (General Manager-Corporate)

STATUTORY AUDITORSMotilal & AssociatesChartered Accountants, Mumbai.

BANKERSICICI Bank Ltd. Standard Chartered BankHDFC Bank LtdState Bank of India

REGISTERED OFFICE(CIN: L28920MH1987PLC043472)B-1, Tulsi Vihar, Dr. Annie Besant Road,Worli Naka, Mumbai-400 018.Email: [email protected]; www.associatedgroup.com/hail/investors.htm

REGISTRARS & SHARE TRANSFER AGENTSBigshare Services Pvt.Ltd.Regd.office; E-2, Ansa Industrial Estate,Sakivihar Road, Saki Naka, Andheri (E),Mumbai – 400 072. Tel.022-40430200, Fax No.022-28475207Email; [email protected]

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Contents

Board of Directors

Route Map

Financial Performances

Notice of the Annual General Meeting

Directors Report

Management discussion and Analysis

Auditors Report

Balance Sheet

Profit and Loss Account

Notes to The Financial Statements

Proxy Form

Attendance Slip

Report on corporate Governance

FINANCIAL PERFORMANCES` in Crores

PARTICULARS 2015-16 2014-15 2013-14 2012-13 2011-12 2010-11 2009-10 2008-09 2007-08 2006-07

TOTAL INCOME 722.05 444.36 444.89 437.68 410.61 363.73 184.14 220.05 206.50 202.49

PBDIT 27.26 18.60 17.58 19.50 16.50 14.98 7.07 7.32 8.85 10.55

DEPRECIATION 3.29 3.15 3.51 3.06 2.94 2.70 2.64 2.54 1.12 1.12

PBIT 23.97 15.45 4.07 16.44 13.56 12.28 4.43 4.78 7.73 9.43

FINANCE /INTEREST COST 10.46 5.44 6.11 7.75 5.36 4.19 0.80 1.20 1.12 0.38

PBT 13.51 10.01 7.96 8.70 8.20 8.09 3.63 3.58 6.61 9.05

EQUITY DIVIDEND % 16 % 15 % 15 % 15 % 15 % 15 % 15 % 15 % 15% 15%

SHARE CAPITAL 6.30 6.30 6.30 6.30 6.30 6.30 5.00 5.00 5.00 5.00

RESERVE & SURPLUS 64.76 56.97 51.12 46.36 41.07 35.56 27.32 25.47 23.99 20.63

NET WORTH 71.06 63.27 57.42 52.66 47.37 41.86 32.32 30.47 28.99 25.63

NET FIXED ASSETS 26.83 22.30 24.25 22.07 21.48 22.19 22.85 23.92 24.65 18.92

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ROUTE MAP TO THE AGM VENUE

Venue : Maheshwari Pragati Mandal-Mumbai”Maheshwari Bhavan, 603, Jagannath Shankar Sheth Marg, Chira Bazar, Marine Lines (East), Mumbai–400002

Landmark : Near Parsi Diary, Marine Lines (East) Mumbai

Distance From Churchgate Railway Station – 1 Km (approx)

Distance From Chhatrapati Shivaji Terminas – 1.2 Km (approx)

Distance From Marine Lines Railway Station: 0.8 km (approx)

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Maheshwari Pragati Mandal


NOTICE OF THE ANNUAL GENERAL MEETING

NOTICE is hereby given that the 29th Annual General Meeting of the members of Hind Aluminium Industries Ltd. will be held at “Maheshwari Pragati Mandal-Mumbai” 1st Floor, Maheshwari Bhavan, 603, Jagannath Shankar Sheth Marg, Chira Bazar, Marine Lines (East), Mumbai–400 002 on Monday, the 22nd August, 2016 at 11.00 a.m. to transact the following business:

ORDINARY BUSINESS:

1. To consider & adopt the Audited Financial Statement of the Company for the financial year ended 31st March, 2016, together with the Reports of the Board of Directors and Auditors thereon;

2. To declare dividend on Equity Shares for the year ended 31st March, 2016.

3. To appoint a Director in place of Shri Lalit Kumar Daga (DIN: 00089905) who retires by rotation and being eligible offers himself for re-appointment.

4. To appoint Auditors and fix their remuneration and in this regard, to consider and if thought fit, to pass the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Section 139 and all other applicable provisions, if any, of the Companies Act, 2013 and the Rules framed thereunder, as amended from time to time, the Company hereby ratifies the appointment of M/s. Motilal & Associates, Chartered Accountants (Firm Registration No. 106584W) , as Auditors of the Company to hold office from the conclusion of this Annual General Meeting (AGM) till the conclusion of the 32nd AGM of the Company to be held in the Calendar year 2019 at such remuneration as may be mutually agreed between the Board of Directors of the Company and the Auditors.

SPECIAL BUSINESS

5.To consider and if thought fit to pass, with or without modification, the following resolution as an ordinary resolution:

RESOLVED that in accordance with the provisions of sections 197, 198 & 203 read with Schedule V and other applicable provisions, if any, of the Companies Act, 2013 (including any statutory modifications or re-enactment(s) thereof for the time being in force), the said Act, the Company hereby approves the re-appointment of Shri Shailesh Daga as Managing Director of the Company for the tenure of 5 years with effect from 1st June, 2016, on the following remuneration (subject to maximum remuneration of ̀ 3,75,000/- per month):

A) Tenure : From 1st June, 2016 to 31st May, 2021

B) Remuneration : Up to ̀ 3,75,000/- per month

C) Perquisites & Allowances:

(a) In addition to the salary & commission payable, the Managing Director shall also be entitled to perquisites and allowances like accommodation (furnished or otherwise) or house rent allowance in lieu thereof; house maintenance allowance, together with reimbursement of expenses or allowance for utilities such as gas, electricity, water, furnishings and repairs, medical reimbursement, club fees and leave travel concession, for himself and his family, medical insurance or and such other perquisites and allowances in accordance with the rules of the Company or as may be agreed to by the Board of Directors.

(b) Provision for use of the Company's car for official duties and telephone(s) including cellular phone(s) at residence (including payment for local calls and long distance official calls) shall not be included in the computation of perquisites.

(c) Company's contribution to Provident Fund and Superannuation or Annuity Fund, to the extent these either singly or together are not taxable under the Income-tax Act, gratuity payable at a rate not exceeding half a month salary for each completed year of service and encashment of leave at the end of the tenure, shall not be included in the computation of ceiling on remuneration specified paragraph 1 Section IV of Part II of Schedule V of the Companies Act.

D) Minimum Remuneration: In event of loss or inadequacy of profit in any year, the Managing Director shall be entitled to payment by way of

remuneration and perquisites and allowances as specified in schedule V of Companies Act, 2013.

6. To consider and if thought fit to pass, with or without modification, the following resolution as an ordinary resolution:

RESOLVED Further that in continuation of earlier board resolution dated 26.04.2013 which was approved in the AGM of the Company held on 23.08.2013 and also in accordance with the provisions of sections 197, 198 and 203 other applicable provisions, if any, of the Companies Act, 2013 (the act) read with Schedule V of the said Act, the remuneration of Whole-Time Director CA.Sudhir Goel for his remaining tenure, (subject to maximum remuneration of `3,75,000/- per month) be and is hereby revised as mutually agreed upon by the Board of Directors and Whole-Time Director CA. Sudhir Goel, and all other terms and conditions will remain same as specified in earlier resolution dated 26th April, 2013.

For and on behalf of the Board

Lalit Kumar Daga Chairman

Place:Mumbai

Date: 6th June, 2016

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NOTES FOR MEMBERS' ATTENTION

1. The relative Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 (“Act”) setting out material facts concerning the business under Item No.5 of the Notice, is annexed hereto. The relevant details as required under Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), of the person seeking re-appointment as Director under Item No. 5 of the Notice, are also annexed.

2. A member entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and vote instead of himself/herself and the proxy need not be a member of the company. The instrument appointing the proxy should however be deposited at the registered office of the company not less than forty eight hours before the commencement of the meeting.

3. The Company has notified closure of Register of Members and Share Transfer Books from Saturday, 20th August, 2016 to Monday, 22nd August, 2016 (both days inclusive) for determining the names of the members eligible for dividend on Equity Shares, if declared at the Meeting.

4. Members, Proxies and Authorised Representatives are requested to bring to the meeting, the Attendance Slip enclosed herewith, duly completed and signed, mentioning therein details of their DP ID and Client ID / Folio No.

5. The dividend on equity shares, if declared at the Meeting, will be credited / dispatched between 26th August, 2016 to 21st September, 2016 to those members whose names shall appear on the Company's Register of Members on 20th August, 2016; in respect of the shares held in dematerialised form, the dividend will be paid to members whose names are furnished by National Securities Depository Ltd. and Central Depository Services (India) Ltd. as beneficial owner as on that date.

6. Members holding share in electronic form are requested to intimate immediately any change in their address or bank mandates to their Depository Participants with whom they are maintaining demat accounts. Members holding shares in physical form are requested to advise any change in their address or bank mandates immediately to the Company / Bigshare Services Private Limited (RTA).

7. As per the provisions of Section 72 of the Act, the facility for making nomination is available for the Members in respect of the shares held by them. Members who have not yet registered their nomination are requested to register the same by submitting Form No. SH-13. The said form can be downloaded from the Company's website . Members holding shares in physical form may submit the same to RTA/Company. Members holding shares in electronic form may submit the same to their respective depository participant

8. Members who hold shares in physical form in multiple folios in identical names or joint holding in the same order of names are requested to send the share certificates to RTA, for consolidation into a single folio.

9. Pursuant to Sections 205A and 205C and other applicable provisions, if any, of the Companies Act, 1956, all unclaimed / unpaid dividend, Company has transferred the unpaid or unclaimed dividends declared upto financial years 2007-2008 from time to time on due dates to the Investor Education and Protection Fund (the IEPF) established by the Central Government. Pursuant to provisions of Investor Education and Protection Fund (uploading of information regarding unpaid & unclaimed amount lying with Companies) Rules,2012, the Company has uploaded the details of unpaid & unclaimed amounts lying with the Company as on the date of last AGM i.e 27.08.2015 on the website of the Ministry of Corporate Affairs and updated on quarterly basis on the website of the Company www.associatedgroup.com/hail/investors.htm

10. The notice of AGM along with Annual Reports 2015-16 is being sent by electronic mode to those members whose e-mail address are registered with the Company/Depositories, unless any member has requested for a physical copy of the same. For Members who have not registered their e-mail addresses, physical copies are being sent by the permitted mode. Members may note that this Notice & Annual Report 2015-16 will also be available on the Companies website i.e www.associatedgroup.com/hail/investors.htm

11. The route map showing directions to reach the venue of the twenty-ninth AGM is annexed.

12. In compliance with the Provisions of Section 108 of the Companies Act,2013 and the Rules framed thereunder, as amended from time to time, and Regulation 44 of the SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015, the Members are provided with the facility to cast their vote electronically, through the e-voting services provided by CDSL, on all the resolutions set forth in this Notice. The instructions for e-voting are given below. Resolution(s) passed by Members through e-voting is/are deemed to have been passed as if they have been passed at the AGM.

13. The board of directors has appointed CS. Arun Dash of M/s Arun Dash & Associates, Practicing Company Secretaries (Membership No. ACS18701) as the Scrutinizer to scrutinize the voting at the meeting and remote e-voting process in a fair and transparent manner.

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14. The facility for voting, either through electronic voting system or polling paper shall also be made available at the AGM and the Members attending the meeting who have not already cast their vote by remote e-voting shall be able to exercise their right to vote at the AGM.

15. Relevant documents referred to in the accompanying Notice and the Statement are open for inspection by the members at the Registered Office of the Company on all working days, except Saturday, during business hours up to the date of the meeting.

16. The Securities and Exchange Board of India (SEBI) has mandated the submission of Permanent Account Number (PAN) by every participant in securities market. Members holding shares in electronic form are, therefore, requested to submit their PAN to their Depository Participant with whom they are maintaining demat accounts. Members holding shares in physical form can submit their PAN to the Company / RTA.

17. Non-Resident Indian Members are requested to inform RTA immediately of any change in their residential status on return to India for permanent settlement, particular of their bank account maintain in India with complete name, branch, account type, account no. & address of the bank with PIN Code no., if not furnished earlier.

18. Members are requested to make all correspondence in connection with shares held by them by addressing letters directly to the RTA or the Company at its registered office.

19. The Members who have cast their vote by remote e-voting prior to the AGM may also attend the AGM but shall not be entitled to cast their vote again.

20. Shareholder Instructions for E-Voting :

(i) The voting period begins on <18th August, 2016 at 10.00 am> and ends on <21st August, 2016 at 5.00 pm>. During this period shareholders' of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date (record date) of <16th August, 2016> may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.

(ii) Shareholders who have already voted prior to the meeting date would not be entitled to vote at the meeting venue.

(iii) The shareholders should log on to the e-voting website www.evotingindia.com.

(iv) Click on Shareholders.

(v) Now Enter your User ID

a. For CDSL: 16 digits beneficiary ID, b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID, c. Members holding shares in Physical Form should enter Folio Number registered with the Company.

(vi) Next enter the Image Verification as displayed and Click on Login.

(vii) If you are holding shares in demat form and had logged on to nd voted on an earlier voting of any company, then your existing password is to be used.

(viii) If you are a first time user follow the steps given below:

For Members holding shares in Demat Form and Physical Form

PAN Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department (Applicable for both demat shareholders as well as physical shareholders)

• Members who have not updated their PAN with the Company/Depository Participant are requested to use the first two letters of their name and the 8 digits of the sequence number in the PAN field.

• In case the sequence number is less than 8 digits enter the applicable number of 0's before the number after the first two characters of the name in CAPITAL letters. Eg. If your name is Ramesh Kumar with sequence number 1 then enter RA00000001 in the PAN field.

Dividend Bank Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in your demat Details account or in the company records in order to login.OR Date of Birth (DOB) • If both the details are not recorded with the depository or company please enter the member id / folio

number in the Dividend Bank details field as mentioned in instruction (iv).

(ix) After entering these details appropriately, click on “SUBMIT” tab.

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(x) Members holding shares in physical form will then directly reach the Company selection screen. However, members holding shares in demat form will now reach 'Password Creation' menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

(xi) For Members holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.

(xii) Click on the EVSN for the relevant <Hind Aluminium Industries Limited> on which you choose to vote.

(xiii) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/NO” for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.

(xiv) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.

(xv) After selecting the resolution you have decided to vote on, click on “SUBMIT”. A confirmation box will be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote.

(xvi) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.

(xvii) You can also take a print of the votes cast by clicking on “Click here to print” option on the Voting page.

(xviii) If a demat account holder has forgotten the login password then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.

(xix) Shareholders can also cast their vote using CDSL's mobile app m-Voting available for android based mobiles. The Voting app can be downloaded from Google Play Store. iPhone and Windows phone users can download the app from the App Store and the Windows Phone Store respectively on or after 30th June 2016. Please follow the instructions as prompted by the mobile app while voting on your mobile.

(xx) Note for Non – Individual Shareholders and Custodians



STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT, 2013

As required by Section 102 of the Companies Act, 2013(“Act”) the following explanatory statement sets out all material facts relating to the business mentioned under item No. 5 & 6 of the accompanying Notice:

Item No. 5Shri Shailesh Daga is a Commerce Graduate from Mumbai University and Master in Business Administration from Bond University, Australia. He is the Son of Shri Lalit Kumar Daga, Chairman/Director of the Company. Shri Shailesh Daga has over 29 year experience in the Aluminium Industries and under his leadership the Company has made rapid progress. The board of directors of the Company at their meeting held on 6th June, 2016 has re-appointed him as Managing Director of the Company for a further period of 5 years w.e.f. 1st June, 2016 to 31st May, 2021.He is holding directorship in the company from the date of its incorporation. He holds 250982 equity shares in the Company& also hold directorship in another Listed Company viz. Nirav Commercials Ltd.

The Board commends the Resolution at item No. 5 for approval by the Members.

None of the Directors or Key Managerial Person (KMP) or relative of directors and KMP except Shri Lalit Kumar Daga & Shri Shailesh Daga is/are concerned or interested in the resolution.

Item No.6Shri Sudhir Goel is a qualified Chartered Accountant. He has over 33 year experience in the Aluminium Industries.He is looking after the financial affairs of the Company as a Whole-Time Director & He is holding directorship in the company from the date of its incorporation. He holds 3000 equity shares in the Company & also hold directorship in another Listed Company viz. Nirav Commercials Ltd.The board of directors of the Company at their meeting held on 6th June, 2016 has revised his remuneration.

The Board commends the Resolution at item No. 6 for approval by the Members.

None of the Directors or Key Managerial Person (KMP) or relative of directors and KMP except Shri Sudhir Goel is concerned or interested in the resolution.



Date : 6th June, 2016 Place : Mumbai

• Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodian are required to log on to www.evotingindia.comand register themselves as Corporates.

• A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to [email protected].

• After receiving the login details a Compliance User should be created using the admin login and password. TheCompliance User would be able to link the account(s) for which they wish to vote on.

• The list of accounts linked in the login should be emailed to [email protected] and on approval of the accounts they would be able to cast their vote.

• A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.

(xxi) In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked Questions (“FAQs”) and e-voting manual available at www.evotingindia.com, under help section or write an email to [email protected].

Date: 6th June, 2016Place: Mumbai


DIRECTORS' REPORT TO THE SHAREHOLDERS Companies as on March 31, 2016. There are no activity Dear Shareholders, carried out during the year in subsidiaries, while Joint Your Directors have pleasure in presenting the 29th Annual Venture Company is yet to start its commercial productions. Report together with Audited Balance Sheet and Profit & There has been no material change in the nature of the Loss Account for the year ended 31st March, 2016. The business of the subsidiaries & Joint Venture Companies. highlights of the financial results are as under:

DIRECTORS’ RESPONSIBILITY STATEMENTFINANCIAL RESULTS: Pursuant to the requirement under Section 134(5) of

2015-2016 2014-2015 Companies Act 2013, with respect to Directors’ (` in Crores) (` in Crores) responsibility statement, it is hereby confirmed that:

Total Revenue 722.05 444.36a. in the preparation of Annual Accounts, the applicable

Profit before Tax 13.51 10.01 accounting standards have been followed along with Less: Tax Expenses 4.50 2.73 proper explanation relating to material departures;Net Profit 9.01 7.28 b. the directors had selected such accounting policies and Add: Balance brought applied them consistently and made judgments and forward from previous year 49.73 44.14 estimates that are reasonable and prudent so as to give Less: Adjustment related to a true and fair view of the state of affairs of the Company fixed assets - (0.30) as at 31st March, 2016 and of the profit of the Company Balance available for

for the said period;Appropriations 58.74 51.12c. the directors have taken proper and sufficient care of the

maintenance of adequate accounting records in Appropriations:accordance with the provisions of the Companies Act, Proposed Dividend 1.01 0.952013 for safeguarding the assets of the Company and for Corporate tax on dividend 0.20 0.19preventing and detecting fraud and other irregularities;Transfer to General Reserve 0.25 0.25

d. the directors have prepared the Annual Accounts on a Balance transferred to going concern basis.Balance Sheet 57.28 49.73

e. the Directors have laid down internal financial controls to Total 58.74 51.12be followed by the Company and that such internal financial controls are adequate and are operating DIVIDENDeffectively; andYour Directors are pleased to recommend a Dividend of

f. the Directors have devised proper systems to ensure `1.60 i.e.16 % (Previous Year `1.50 per equity share i.e. compliance with the provisions of all applicable laws and 15 %) per equity share of ` 10 each fully paid up which will that such systems are adequate and operating be paid in line with the applicable rules after your approval effectively.at the ensuing Annual General Meeting.

DIRECTOR & KEY MANAGERIAL PERSONNELTRANSFER TO RESERVESPursuant to the provisions of section 149 of the Companies The company proposes to transfer `25 Lakhs in to general Act,2013, Shri Navin Shah, Shri Sundeep Mohta and reserve out of the amount available for appropriation and an Shri Narayan Das Mundhra were appointed as amount of ̀ 754.54 Lakhs is proposed to be retained in the independentdirectors at the AGM of the Company held on profit & loss account.August 28, 2014 & Mrs Renu Somani was appointed as independent director at the AGM of the Company held on COMPANY PERFORMANCEAugust 27, 2015. They have submitted a declaration that During the year 2015-2016 total revenue of the Company is each of them meets the criteria of independence as ` 722.05 crores as compared to ` 444.36 crores in the provided in section 149(6) of the Act and there has been no previous year. The net profit is ̀ 9.01 crores as compared to change in the circumstances which may affect their status ` 7.28 crores in the previous year. There is no material as independent director during the year.In accordance with change in the nature of business of the company.the provisions of the Act and the Articles of Association of the Company, Shri Lalit Kumar Daga, Chairman/Director of WIRE RODS & CONDUCTORSthe Company, retire by rotation and being eligible have During the year 2015-2016 Aluminium Division of the offered himself for re-appointment.Company has contributed total ` 717.29 crores as

compared to ` 439.00 Crores in the previous year in the Shri Lalit Kumar Daga is a Commerce Graduate from the total revenue of the Company.University of Kolkata. He has vast experience of over 50 years in Aluminium Industry. He is the Chairman and MINING BUSINESSfounder of Hind Aluminium Industries Ltd. He holds During the year Mining Division of the Company has not 5,59,616 equity shares in the Company & also hold carried out any activity.directorship in another Listed Company viz.Nirav

POWER GENERATION Commercials Ltd.Your Company have two Wind Turbine Generators (WTG) of total 2.75 Mega Watts viz. (1) 1.25 Mega Watts, at Shri Mahendra Kumar Jain has been appointed as Chief Nandurbar – Maharashtra (2)1.50 Mega Watts at Sangli- Financial Officer of the Company as per Section 203 of the Maharashtra. Companies Act, 2013.Your Company also have four Solar Power plants of total 1.43 Mega Watts,viz. (1) 100 KWP at Pune- Maharashtra The Board has informed an experience team of senior (2) 522 KWP at Bangluru -Karnataka (3) 403 KWP at executive of the company are looking after all companies Rewari- Haryana & (4) 403 KWP at Alwar-Rajashthan. and SEBI (LODR), 2015 Compliances, however the During the year the power segment of the company has company is also looking for a qualified company secretary.contributed ` 2.48 crores in the total revenue of the

MEETING OF THE BOARDCompany as compared to ` 2.45 crores in the previous Seven meetings of the Board of Directors were held during year.the year. For details of the board meetings please refer to the corporate governance report, which forms part of SUBSIDIARY AND JOINT VENTURE COMPANIES

The Company has two subsidiaries & one Joint Venture directors’ report.

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BOARD EVALUATION this report.The board of directors has carried out an annual PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, evaluation of its own performance, board committees and GUARANTEES GIVEN AND SECURITIES PROVIDEDindividual directors pursuant to the provisions of the Act The particulars of loans, guarantees and investments have and the corporate governance requirements as been disclosed in the financial statements of the Company.prescribed by Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements), CONTRACTS AND ARRANGEMENTS WITH RELATED Regulations 2015. PARTIES

All contracts/arrangements / transactions entered by the The performance of the board was evaluated by the board Company during the financial year with related parties were in after seeking inputs from all the directors on the basis of the ordinary course of business and on arms length basis.Your the criteria such as the board composition and structure, Directors draw attention of the members to Note no. 30(A) of effectiveness of board processes, information and the financial statement which set out related party transactions. functioning, etc. Information on transactions with related parties pursuant to

section 134(3)(h) of the Act read with rule 8(2) of the The performance of the committees was evaluated by the Companies(Accounts) Rules, 2014 are given in Annexure-I in board after seeking inputs from the committee members Form AOC-2 and the same forms part of this reporton the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

CORPORATE SOCIAL RESPONSIBILITYIn a separate meeting of independent directors

The brief outline of the corporate social responsibility (CSR) performance of non-independent directors, performance policy of the Company and the initiatives undertaken by the of the board as a whole and performance of the chairman Company on CSR activities during the year are set out in was evaluated, taking into account the views of executive Annexure II of this report in the format prescribed in the directors and non-executive directors. The same was Companies (Corporate Social Responsibility Policy) Rules, discussed in the board meeting that followed the meeting 2014. For other details regarding the CSR Committee, please of the independent directors, at which the performance of refer to the corporate governance report, which forms part of the board, its committees and individual directors was this report.also discussed. Performance evaluation of independent

directors was done by the entire board, excluding the EXTRACT OF ANNUAL RETURNindependent director being evaluated.Extract of Annual Return of the Company is annexed herewith as Annexure III to this Report.POLICY ON DIRECTORS’ APPOINTEMENT AND

REMUNERATION AND OTHER DETAILSPARTICULARS OF EMPLOYEESThe Company’s policy on directors’ appointment and The information required under section 197(12) of the Act read remuneration and other matter provided in Section178(3) with Rules 5(1) of the Companies (Appointment and of the Act has been disclosed in the corporate governance

report, which forms part of directors’ report. Remuneration of Managerial Personnel) Rules, 2014.During the year 2015-2016, the Company has no executive

INTERNAL FINANCIAL CONTROLS who was in receipt of remuneration exceeding the sum The Board of Directors have taken necessary steps for prescribed under aforesaid section / rule.internal financial control and its adequacy during the financial year 2015-16. DEPOSITS FROM PUBLIC

The Company has not accepted any deposits from public and AUDITORS as such, no amount on account of principal or interest on Pursuant to the provisions of Section 139 of the Act and deposits from public was outstanding as on the date of the the rules framed thereunder, M/s. Motilal & Associates balance sheet.(Firm Reg. No. 106584W), Chartered Accountants, were appointed as statutory auditors of the Company from the MATERIAL ORDERSconclusion of 27th AGM of the company till the conclusion There was no significant and material orders passed by any of the 32nd AGM of the Company to be held in the year regulators or courts or tribunals impacting the going concern 2019 subject to ratification of their appointment at every status and company’s operations in future.AGM.

ISO 9001:2008AUDITORS’ REPORT & SECRETARIAL AUDITORS’ The Wire Rod as well as Conductor divisions of the Company REPORT are ISO 9001:2008 certified and the Company is committed to The Board has re-appointed M/s. Arun Dash & maintain and improve quality.Associates, Company Secretaries, to conduct Secretarial Audit of the Company. Secretarial Audit Report for the

MANAGEMENT DISCUSSION AND ANALYSIS REPORTfinancial year ended March 31, 2016 is annexed herewith Management’s Discussion and Analysis Report for the year marked as Annexure IV to this Report. An experienced under review, as stipulated under Schedule V of SEBI Listing team of senior executives of the company is looking after Regulations,2015 is presented in a separate section forming all company laws and SEBI (LODR), 2015 Compliances, part of the Annual Report.however the company is also looking for a qualified

company secretary.An Experienced team of Senior CORPORATE GOVERNANCEExecutives of the Company is looking after Cost A separate report on Corporate Governance is enclosed as a accounting related functions of the Company, however part of this Annual Report. A certificate from the auditors of the the Company is also looking for a suitable qualified Cost Company regarding compliance with the Corporate AuditorsGovernance norms stipulated is annexed to the report on Corporate Governance. RISK MANAGEMENT POLICY

The development and implementation of risk management policy has been covered in the management discussion and analysis, which forms part of


Conservation of energy, technology absorption, FOREIGN EXCHANGE EARNING AND OUTGOforeign exchange earnings and outgo Your Company has been in constant touch with various

customers around the world. We hope that our regular follow-CONSERVATION OF ENERGY: up will result in procuring export orders. Your Company is Energy conservation continues to be an area of focus for constantly exploring the possibilities of exporting its products. the company. Initiatives to integrate energy efficiency into This is an ongoing process. Export sales can only be increased overall operations are undertaken through design by developing relationship with prospective buyers. In this considerations and operational practices.The key connection your Company's officials may plan to visit some initiatives towards conservation of energy were: countries to explore possibilities of export sales. The a. improved monitoring of energy consumption through information on the above is given in Notes on Account (Note

smart metering and integration with building No.26 to the Accounts).management systems;

b. setting internal targets for energy performance ACKNOWLEDGEMENTimprovement and institution of rigorous operational Your Directors would like to express their sincere appreciation controls toward achieving these targets; for the assistance and co-operation received from the financial

c. The Company is evaluating utilizing Wind & Solar institutions, banks, Government authorities, customers, energy as an alternate source of energy. vendors and members/shareholders during the year under

d. The Company has invested on energy conservation review. Your Directors also wish to place on record their deep equipment. sense of appreciation for the committed services by

Company’s executives, staff and workers. TECHNOLOGY ABSORPTION, ADAPTION AND INNOVATION: For and on behalf of the BoardThe Company continues to use the latest technologies for improving the productivity and quality of its services and products. The Company’s operations do not require Lalit Kumar Dagasignificant import of technology. Place: Mumbai. Chairman

Date: 6th June, 2016RESEARCH AND DEVELOPMENT (R&D):The Company is actively engaged in product up gradation, design, development and new product development. Since the expenditure incurred on research and development activities were not substantial, no separate account for the same was being maintained.

10

b

b

bb


Annexure-IForm No. AOC-2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Companies Act, 2013 andRule 8(2) of the Companies (Accounts) Rules, 2014)

Form for disclosure of particulars of contracts / arrangements entered into by the company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arm's length transactions under third proviso thereto:

1. Details of contracts or arrangements or transactions not at arm's length basis: NIL2. Details of material contracts or arrangement or transactions at arm's length basis:

Sr. Name(s) of Nature of Duration of Sailent terms of Date(s) of party

1. Associated Aluminium Purchases April,2015 to - - -Industries Pvt.Ltd

2 Associated Aluminium Investment April,2015 to March,2016

3 Nirav Commercials Ltd Loans April,2015 to March,2016

4 Associated Non-Ferrous Rent April,2015 to Metals Pvt.Ltd

5 Dynavent Airsystems Investment / April,2015 to Pvt.Ltd.

6 Shubhmangal Portfolio Rent April,2015 toPvt Ltd

7 Dnyaneshwar Hybreed Investment April,2015 to

8 Urvi Estate Pvt Ltd. Investment / April,2015 to - -

9 Babydoll Wizkid Investment/ April,2015 to - -

10 Daga Capital - April,2015 to - -

11 Associated Industries Investment April,2015 to - -

12 Hind Power Products Investment April,2015 to - -

13 Hind Aluminium Investment April,2015 to - -



Date: 6th June, 2016

Amount paid No. the related Contracts/ contracts/ the contracts or approval by in advance

and nature of arrangements/ arrangement/ arrangements the Board, if any relationship transaction transaction or transactions if any

including the value, if any

and Sales March,2016

- - -Products Pvt.Ltd

- - -

- - -March,2016

- - -Rent March,2016

- - -March,2016

- - -Seeds Co. Pvt Ltd. March,2016

-Rent March,2016

-Communication Pvt Ltd. Rent March,2016

-Managemen Pvt Ltd. March,2016

- Ltd, SFZ., Oman March,2016

-Pvt Ltd. March,2016

-Industries(Kenya) Ltd. March,2016

Place: Mumbai

11



Annexure-IIANNUAL REPORT ON CSR ACTIVITIES

1. A brief outline of the company’s CSR policy, including overview of projects or programmes proposed to be undertaken and a reference to the web-link to the CSR policy and projects or programmes:

The Company’ s CSR policy is aimed at demonstrating care for the community through its focus on education & skill development, health & wellness and environmental. Also embedded in this objective is support to the marginalised cross section of the society by providing opportunities to improve their quality of life. The projects undertaken will be within the broad framework of Schedule VII of the Companies Act, 2013.

2. The composition of the CSR committee: The Company has a CSR committee of directors comprising of Shri Lalit Kumar Daga, Chairman of the Committee, CA. Sudhir Goel & Shri Navin Shah.

3. Average net profit of the company for last three financial years for the purpose of computation of CSR: ̀ 1050.85 Lakhs.

4. Prescribed CSR Expenditure (two per cent of the amount as in item 3 above): ̀ 21.01Lakhs.

5. Details of CSR spent during the financial year:a. Total amount to be spent during the financial year: ̀ 21.01 Lakhs.b. Amount unspent: ̀ 10.91 Lakhs.

Some of the large programmes in the areas of healthcare and education are multi year projects.c. Manner in which the amount spent during the financial year: Mentioned below

6. In case the company has failed to spend the two per cent of the average net profit of the last three financial years or any part thereof, the company shall provide the reasons for not spending the amount in its Board report.Please refer to item no. 5(b) above.

7. A responsibility statement of the CSR committee that the implementation and monitoring of CSR Policy, is in compliance with CSR objectives and policy of the Company.

We hereby declare that implementation and monitoring of the CSR policy are in compliance with CSR objectives and policy of the Company.

Lalit Kumar Daga Sudhir GoelChairman-Corporate Social Responsibility Committee Whole-Time Director

5(c) Manner in which amount spent during the financial year is detailed below:

Sr.No. CSR Project

1.

Sector in Project or programme Amount outlay Amount spent Cumulative Amount or Activity which project (1)Local area or other (budget) project on the projects expenditure spent :is identified is covered (2)specify the or programmes or programmes upto the Direct or

state & district wise subheads: reporting throughwhere projects or (` in Lakhs) (1) Direct period implementingprogrammes were expenditure (` in Agencyundertaken (2)Overheads Lakhs)

` in Lakhs)

Contribution Promoting Pan India 21.01 10.10 21.01 Directly to Trust education byTrust

includingenhancingvocationskillsespeciallyamongchildren,women,elderly anddifferentlyabled andlivelihoodenhance-mentareas

12

I. REGISTRATION & OTHER DETAILS:

i CIN

ii Registration Date

iii Name of the Company

iv Category/Sub-category of the Company

v Address of the Registered office and contact details

vi Whether listed companyvii Name , Address & contact details of the Registrar &

Transfer Agent, if any.

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

Sr. No. Name and Description of main products/services NIC Code of the

Product /service

% to total turnover

of the company

1 ALUMINIUM EC WIRE RODS 2732 29.95%

2 ALUMINIUM CONDUCTORS 2732 69.70%

III. PARTICULARS OF HOLDING , SUBSIDIARY & ASSOCIATE COMPANIES

Details of Subsidiary and Joint Venture Companies has mentioned in the Annual Report. Your the members to see Note No. 10B and 10C (c)of the Financial Statement.

Directors draw attention of

All the business activities contributing 10% or more of the total turnover of the company shall be stated:-

May 12, 1987

Hind Aluminium Industries Limited

Public Limited Company

B-1, Tulsi Vihar Dr. A.B Road, Worli Naka Mumbai-400018

Tel: 022-40457100

Yes

Big Share Services Private Limited, E-2, Ansa Industrial Estate, Sakivihar Road,

Saki Naka, Andheri (E) Mumbai-400072 Tel: 022- 40430200

L28920MH1987PLC043472

Annexure-III

FORM NO. MGT-9EXTRACT OF ANNUAL RETURN

as on the financial year ended on 31.03.2016

[Pursuant to Section 92 (3) of the Companies Act, 2013 and rule 12(1) of the Company (Management &

Administration ) Rules, 2014]


13

IV. SHAREHOLDING PATTERN (Equity Share capital Break up as percentage of Total Equity)

No. of Shares held at the No. of Shares held at % Change

beginning of the year the end of the year during the

(01/04/2015) (31/03/2016) year

Demat Physical Total % of Total

Shares

0

0 0

0 0 0 0

`

(i) CATEGORY-WISE SHARE HOLDING

Category of Shareholders

Demat Physical Total % of Total

A. Promoters

(1) Indian

a) Individual/HUF 1925360 0 1925360 30.56 1925360 0 1925360 30.56 0

b) Central /State Government(S) 0 0 0 0 0 0 0 0 0

c) Bodies Corporate 1988592 0 1988592 31.56 1988592 0 1988592 31.56 0

d) Banks/FI 0 0 0 0 0 0 0 0 0

e) Any other 0 0 0 0 0 0 0 0 0

i)Group Companies 0 0 0 0 0 0 0 0 0

SUB TOTAL:(A) (1) 3913952 0 3913952 62.12 3913952 0 3913952 62.12 0

(2) Foreign

a) Individuals 0 0 0 0 0 0 0 0 0

b) Bodies Corporate 0 0 0 0 0 0 0 0 0

c) Institutions 0 0 0 0 0 0 0 0 0

d)Qualified Foreign Investor 0 0 0 0 0 0 0 0 0

e) Any other 0 0 0 0 0 0 0 0 0

SUB TOTAL (A) (2) 0 0 0 0 0 0 0 0 0

Total Shareholding of Promoter

(A)= (A)(1)+(A)(2) 3913952 0 3913952 62.12 3913952 0 3913952 62.12 0

B. PUBLIC SHAREHOLDING

(1) Institutions

a) Mutual Funds 0 0 0 0 0 0 0 0

b) Banks/FI 0 0 0 0 0 0 0 0 0

c) Central/State Government 0 0 0 0 0 0 0 0 0

d) Venture Capital Funds 0 0 0 0 0 0 0 0 0

e) Insurance Companies 0 0 0 0 0 0 0 0 0

f) FIIS 0 0 0 0 0 0 0

g) Foreign Venture

Capital Investors 0 0 0 0 0 0 0 0 0

i) Any Others (specify) 0 0 0 0 0

SUB TOTAL (B)(1) 0 0 0 0 0 0 0 0 0

(2) Non - Institutions

a) Bodies Corporate 469287 2500 471787 7.49 448131 2500 450631 7.15 (0.34)

b) Individuals

I ) Individual shareholders

holding nominal share capital

upto `1 lakh 826723 186962 1013685 16.09 957216 185062 1142278 18.13 2.04

ii) Individuals shareholders

holding nominal share capital

in excess of 1 lakh 871685 0 871685 13.84 753732 0 753732 11.96 (1.88)

c)Qualified Foreign Investor 0 0 0 0 0 0 0 0 0

d)Any Others(Specify)

i)Trust 0 0 0 0 0 0 0 0 0

ii)Clearing Member 12492 0 12492 0.20 8106 0 8106 0.13 (0.07)

iii)Employee 0 0 0 0 0 0 0 0 0

iv)Non Resident Indian(NRI) 3799 12800 16599 0.26 18701 12800 31501 0.50 0.24

v)Overseas Bodies Corporates 0 0 0 0 0 0 0 0 0

vi)Unclaimed Suspense Account 0 0 0 0 0 0 0 0 0

SUB TOTAL (B)(2) 2183986 202262 2386248 37.88 2185886 200362 2386248 37.88 0

Total Public Shareholding

(B)= (B)(1)+(B)(2) 2183986 202262 2386248 37.88 2185886 200362 2386248 37.88 0

C. Shares held by Custodian

and against which Depository

Receiptshave issued 0 0 0 0 0 0 0 0 0

(a)Shares held by custodians 0 0 0 0 0 0 0 0 0

i)Promoter and Promoter Group 0 0 0 0 0 0 0 0 0

SUB TOTAL (C )(1) 0 0 0 0 0 0 0 0 0

Grand Total (A+B+C) 6097938 202262 6300200 100 6099838 200362 6300200 100 0.0

14


(ii) SHARE HOLDING OF PROMOTERS

Sr. No. Shareholder’s Name Shareholding at the Shareholding at beginning of the year the end of the year

(01/04/2015) (31/03/2016)

Sr.No. Shareholder’s Name No. of Shares % of total shares No of shares % of total

of the company shares

of the Company

1 Gautam Rasiklal Ashra 300000 4.76 300000 4.76

2 Anand Rathi Capital Advisors

Private Limited 230000 3.65 230000 3.65

3 Four Dimensions Securities

(India)Ltd 170000 2.70 170000 2.70

4 Dipak Kanayalal Shah 75000 1.19 64000 1.02

5 Swati Bihani 55000 0.87 45900 0.73

6 Vimal Varia 39100 0.62 39100 0.62

7 Kalyani P Jain 37400 0.59 37400 0.59

8 Roopchand S Bhatia 33700 0.53 33700 0.53

9 Ugrabhai V Patel 31657 0.50 25292 0.40

10 Kunjal Varia 31100 0.49 31100 0.49

Total 1002957 15.92 976492 15.50

Shareholding at the beginning of the year Cumulative Shareholding during the Year

Share Holding at the Cumulative Shareholding beginning of the year during the year

No. of % of total Shares % of shares of the company

No. of Shares % of total Shares % of shares % change Shares pledged/ of the company pledged/ in share holding

encumbered encumbered during to total shares to total shares the year

1 LALIT KUMAR DAGA 595616 9.45 NA 595616 9.45 NA 02 SHEELA DAGA 554636 8.8 NA 554636 8.8 NA 03 RAGHAV DAGA 251276 3.99 NA 251276 3.99 NA 04 SHAILESH DAGA 250982 3.98 NA 250982 3.98 NA 05 RASHMI DAGA 55850 0.89 NA 55850 0.89 NA 06 L K DAGA & SONS HUF 110000 1.75 NA 110000 1.75 NA 07 LALIT SHAILESH DAGA HUF 107000 1.7 NA 107000 1.7 NA 08 ASSOCIATED NON-FERROUS

METALS PVT LTD 336850 5.35 NA 336850 5.35 NA 09 DYNAVENT AIRSYSTEMS

PVT LTD 310000 4.92 NA 310000 4.92 NA 010 SHUBHMANGAL PORTFOLIO

PVT LTD 299980 4.76 NA 299980 4.76 NA 011 NIRAV COMMERCIALS LTD. 248518 3.94 NA 248518 3.94 NA 012 DAGA RUBBER WORKS PVT LTD 217500 3.45 NA 217500 3.45 NA 013 DAGA CAPITAL MANAGEMENT

PVT LTD 167500 2.66 NA 167500 2.66 NA 014 ASSOCIATED ALUMINIUM

PRODUCTS PVT LTD 408244 6.48 NA 408244 6.48 NA 0Total 3913952 62.12 NA 3913952 62.12 NA 0

(iii) CHANGE IN PROMOTERS' SHAREHOLDING

No. of Shares % of total Shares No. of Shares % of total Sharesof the company of the company

At the beginning of the year 3913952 62.12 3913952 62.12

Reason : Date wise increase / decrease in promoters’ share holding during the year specifying the reason for increase / decrease

(e.g. transfer / allotment / bonus / sweat equity) 0 0 0 0

At the end of the year 3913952 62.12 3913952 62.12

(iv) Shareholding Pattern of top ten Shareholders (other than Direcors, Promoters & Holders of GDRs & ADRs):

15


Sr.No. Directors No. of Shares % of total shares of the company No of shares % of total

shares

1 Navin Shah 3000 0.05 3000 0.05

2 Sudhir Goel 3000 0.05 3000 0.05

3 Narayan Das Mundhra 800 0.01 800 0.01

Shareholding at the beginning of the year Cumulative Shareholding during the Year

(V) Shareholding of Directors & Key Managerial Personnel

Indebtedness of the Company including interest outstanding/accrued but not due for payment ` Indebtness at the beginning Secured Unsecured Loans Deposits Total indebtedness

Loans

i) Principal Amount 54,97,39,176 26,40,70,775 - 81,38,09,951ii) Interest due but not paid - - -iii) Interest accrued but not due - - -Total (i+ii+iii) 54,97,39,176 26,40,70,775 - 81,38,09,951

Change in Indebtedness financial year.

• Addition 13,59,14,64,608 2,46,53,87,050 - 16,05,68,51,658• Reduction 13,62,48,23,549 2,42,32,06,667 - 16,04,80,30,216Net Change (3,33,58,941) 4 ,21,80,383 - 88,21,442Indebtedness at the end

yeari) Principal Amount 51,63,80,235 30,51,11,363 82,14,91,598ii) Interest due but not paidiii) Interest accrued but not due - - - -Total (i+ii+iii) 51,63,80,235 30,62,51,158 - 82,26,31,393

of the financial year (excluding deposits)

during the

of the financial 51,63,80,235 30,62,51,158 - 82,26,31,393

- 11,39,795 - 11,39,795

Sr. No Particulars of Remuneration Name of the MD/WTD/Manager Total AmountShailesh Daga

(Whole-Time Director)

1 Gross salary 21,00,000 16,80,000 37,80,000(a) Salary as per provisionscontained in section 17(1) of the Income Tax, 1961 - - -

(b) Value of perquisites u/s 17(2)of the Income Tax Act, 1961 - - -

(c ) Profits in lieu of salary undersection 17(3) of the Income TaxAct, 1961 - - -

2 Stock option - -3 Sweat Equity - - -4 Commission - - -

• as % of profit - - -• others, specify… - - -

5 Others, please specify - - -Total (A) 21,00,000 16,80,000 37,80,000

Sudhir Goel (Managing Director)

V. INDEBTEDNESS

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNELA. Remuneration to Managing Director, Whole-time Directors and/or Manager

16

`


Sr. No Particulars of Remuneration

`

Shri Navin Shah 15,000 - - 15,000

Shri - - 13,500

Shri

Mrs Renu Somani 10,500 - -

Total (1) 52,500

2 Other Non-Executive DirectorsShri Lalit Kumar Daga-Chairman 16,500 16,500

Total (2) 16,500 - - 16,500

Fee for attending Commission Others,board/committee (% of profit) pleases pecify Total

meetings`

1 Independent Directors

Sundeep Mohta 13,500

Narayan Das Mundhra 13,500 - - 13,500

10,500

52,500

1 :Gross Salary 11,70,360(a) Salary as per provisionscontained in section 17(1) of theIncome Tax Act, 1961 -(b) Value of perquisites u/s 17(2)of the Income Tax Act, 1961(c ) Profits in lieu of salary undersection 17(3) of the Income TaxAct, 1961 -

2 Stock Option - 3 Sweat Equity - 4 Commission -

• as % of profit - • others, specify… -

Mahendra Kumar JainSr. No. Key Managerial Person (CFO)

Particulars of Remuneration`

VII PENALTIES/PUNISHMENT/COMPOUNDING OF OFFENCES

There were no penalties or compounding of offences during the year ended 31st March 2016

C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD

17

B. Remuneration to other Directors


FORM NO. MR- 3ANNEXURE IV TO DIRECTORS' REPORT

SECRETARIAL AUDIT REPORTFOR THE FINANCIAL YEAR ENDED 31 MARCH, 2016

[Pursuant to section 204(1) of the Companies Act, 2013 and rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To,The MembersHind Aluminium Industries LimitedB-1, TulsiVihar, Dr.A.B.Road,Worli Naka, Mumbai – 400 018

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Hind Aluminium Industries Limited (hereinafter called the Company). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.

Based on our verification of the Company's books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, We hereby report that in our opinion, the Company has, during the audit period covering the financial year ended on 31st March, 2016 ('Audit Period') complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

We have examined the books, papers, minute books, forms and returns filed and other records maintained by Hind Aluminium Industries Limited for the financial year ended on 31st March 2016 according to the provisions of:

(i) The Companies Act, 2013 (the Act) and the rules made thereunder;(ii) The Securities Contracts (Regulation) Act, 1956 ('SCRA') and the rules made thereunder;(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct

Investment, Overseas Direct Investment and External Commercial Borrowings;(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 ('SEBI Act'): —

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992;(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009;(d) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999;(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008;( f ) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; and(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998;

vi) As informed by the management of the Company no Sector specific Laws are applicable to the Company.We have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards issued by the Institute of Company Secretaries of India.(ii) The Listing Agreements entered into by the Company with BSE Limited read with the Securities and Exchange Board of India (Listing Obligations and

Disclosure Requirement) Regulations, 2015.During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above except to the extent as mentioned below:

1. The Company has not appointed a whole time Company Secretary as provided u/s 203 of the Companies Act, 2013 and the Rules framed there under, however we have been informed that the Company is in the process of appointing a suitable Company Secretary.

2. The Company has not got its cost records audited as contemplated u/s 148 of the Companies Act, 2013 , however we have been informed that the company is in the process of appointing a suitable Cost auditor.

3. The Company has spent an amount of 10.10 Lakhs against the amount of ` 21.01Lakhs to be spent during the year towards Corporate Social Responsibility.

We further report that:The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting. All decisions at Board Meetings and Committee Meetings are carried out unanimously as recorded in the minutes of the meetings of the Board of Directors or Committee of the Board, as the case may be.We further report that there are adequate systems and processes in the Company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.We further report that during the audit period there was no specific events/ actions having a major bearing on the company's affairs in pursuance of the above referred laws, rules, regulations, guidelines, standards, etc. referred to above.

For M/s Arun Dash & Associates Company Secretaries

CS. Arun Dash(Proprietor)

M. No. ACS18701C.P. No. 9309

This report is to be read with our letter of even date which is annexed as Annexure A and forms an integral part of the report.

`

18

Place: Mumbai Date: 6th June,2016


‘Annexure A’To,The MembersHind Aluminium Industries LimitedB-1, Tulsi Vihar, Dr.A.B.Road Worli Naka, Mumbai – 400 018

Our report of even date is to be read along with this letter.

1. Maintenance of secretarial record is the responsibility of the management of the company. Our responsibility is to express an opinion on these secretarial records based on our audit.

2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. We believe that the processes and practices, we followed provide a reasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the company.4. Where ever required, we have obtained the Management representation about the compliance of laws, rules and regulations and

happening of events etc.5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of

management. Our examination was limited to the verification of procedures on test basis.6. The Secretarial Audit report is neither an assurance as to the future viability of the company nor of the efficacy or effectiveness with which

the management has conducted the affairs of the company.

For M/s Arun Dash & Associates Company Secretaries

CS. Arun Dash (Proprietor)

M. No. ACS18701 C.P. No. 9309

Place: Mumbai Date: 06th June, 2016

19

Managements' Discussion and Analysis

Industry sector and developmentYour Company is involved primarily in three areas of business, namely Aluminium, Minerals and Wind & Solar Power Generation.

Opportunities Power or electricity is one of the most critical components of infrastructure affecting economic growth and well-being of nations. The existence and development of adequate infrastructure is essential for sustained growth of the Indian economy. Electricity demand in the country has increased rapidly and is expected to rise further in the years to come. India ranks third, just behind US and China, among 40 countries for renewable energy on back of strong focus by the government on promoting renewable energy and implementation of projects in a time bound manner. In order to address adequate electricity availability to all the people in the country by March 2019, Govt. of India has launched a scheme called "Power for All". This scheme will ensure continuous and uninterrupted electricity supply to all households, industries and commercial establishments by creating and improving necessary infrastructure. The Power sector in India had an installed capacity of 303 GW, Renewable Power plants constituted 28% of total installed capacity and Non-Renewable Power Plants constituted the remaining 72%. During the fiscal year 2015-16, the electricity generated in utility sector is 1,090,851 billion KWh with a short fall of requirement by 23.557 billion KWh (-2.1%) against the 2.2% deficit anticipated. Around 293 global and domestic companies have committed to generate 266 GW of solar, wind, mini-hydel and biomass-based power in India over the next 5–10 years. The initiative would entail an investment of about US$ 310–350 billion. Our analysis of proposed / ongoing infrastructure projects indicates that the strong order inflow momentum would continue in this sector.

Segment-wise performance.Aluminium division of the Company has shown a rapid growth in its total revenue. The year gone by has been a good year for us because the total revenue has crossed ̀ 717.29 Crores as compared to ̀ 433.62 Crores in the previous year and this is primarily on account of increase in Conductors sold.

In the mineral sector your Company is trying to look for good sources of mineral & at present the Company has restricted its operation in this segment.

The Company has two Wind Turbine Generators (WTG) & four Solar Power Plants with total power generation capacity of 4.18 Mega Watts and all are working well.

Major threatsWhile significant investments are planned by the Government of India, there has always been a lag in the planned investments and in the actual implementation and execution of those investments. The Company operates in a highly competitive environment and most orders in India are finalized through the tendering process. While the Company is well placed in this segment, with increased competition, realizations may be hit going forward.

In the mineral area there are always certain issues like local environment, Govt. policies which are difficult to predict and can become an impediment in the working of this division.

OutlookAs mentioned in the earlier paragraph with the government initiating investments in the power sector there seems to be a positive outlook for our products. We also hope to significantly expand our Bauxite operations in the coming year.

Risk and concernAs always, volatility in the price of aluminium will affect the performance of the aluminium division. The mineral division will always be subject to commodity prices fluctuation as well as local issues.

Internal control system and their adequacyThe entire facility of both Wire Rods as well as Conductor manufacturing are ISO certified. Your Company has a real time system of monitoring its targets as well as expenditure. Your Company has been externally rated by CARE as CARE A-/A2+ . This has infused great confidence in the bankers of the Company.

PerformanceYour Company has constantly trying to increase its sales as well as profitability and we will try and keep this trend going.

Development in human resource / industrial relationsThe company places high importance on the development of its human resources. It imparts regular training to its employees to make them more focused to adapt to the constant change in the business environment. Industrial relation in the units was satisfactory.


20

REPORT ON CORPORATE GOVERNANCE

The company is in compliance with the requirements stipulated under regulation 17 to 27 read with Schedule V and clause (b) to (i) of sub-regulation 46 of SEBI Listing Regulations, as applicable, with regard to corporate governance.

STATEMENT ON COMPANY’S PHILOSOPHY ON CODE OF GOVERNANCEHind Aluminium Industries Ltd. believes in conducting its affairs in a fair, transparent and professional manner and maintaining the good ethical standards in its dealing with all its constituents.

BOARD OF DIRECTORSv Composition of the Board :

As on 31st March, 2016, the Company has seven directors. The Composition of the board is in conformity with Regulation 17 of the SEBI Listing Regulations read with Section 149 of the Act. The composition of the Board and category of the Directors are as follows;

Name of Directors Category No.of other No.of membership(s)/Directorship(s)* chairmanship(s) of Board

Committee in other Companies **

Shri Lalit Kumar Daga Chairman/Non-Executive 19 -

Shri Shailesh Daga Managing Director 15 -CA. Sudhir Goel Whole-Time Director 6 -Shri Navin Shah Independent Director 1 -Shri Sundeep Mohta Independent Director 5 -Shri Narayan Das Mundhra Independent Director 1 -Mrs.Renu Somani Independent Director 1 -

*The Directorship held by Directors as mentioned above, do not include directorship in foreign companies.*The Membership/Chairmanships in other public Companies excluding Hind Aluminium Industries Limited have been considered.

v Board and Committee meetings

During 2015-2016, the board of Directors met 7 times. The details of Board meeting are given

DirectorsNo. of Board Meeting held

No. of Board Meeting

AttendedAttended last AGM

Shri Lalit Kumar Daga

Shri Shailesh Daga

C.A. Sudhir Goel

Shri Navin Shah Shri Sundeep Mohta

Shri Narayan Das Mundhra

Mrs. Renu Somani

7 7

7 7

7 7

7

7

77

7

Yes

Yes

Yes

Yes

No

No

No

2

6

6

7

Seven Board Meeting were held during the year and the dates on which the said meetings were held:-April 01, 2015, April 20, 2015, May 30, 2015, June17, 2015, August14, 2015, November 14, 2015 and February 13, 2016.

During the year Meeting of the independent director were held on 13th February, 2016. The Independent Directors inter-alia, reviewed the performance of non-independent directors, chairman of the company and the Board as a whole.The necessary quorum was present for all the meetings.

During the year 2015-16, information as mentioned in Schedule II Part A of the SEBI Listing Regulations, has been placed before the Board for its consideration includes:• Annual operating plans, budget and any updates.• Capital budgets and any updates.• Quarterly financial results• Minutes of meetings of Audit Committee, and other committees of the board of directors.• Information on recruitment and remuneration of senior officers just below the Board level.• Materially important show cause, demand, prosecution and penalty notices.• Fatal or serious accidents, dangerous occurrences, any material effluent or pollution problems.• Any materially relevant default in financial obligations to and by the Company, or substantial nonpayment• Issue which involves possible public or product liability claims of a substantial nature.• Significant development on the human resources and industrial relations front• Quarterly details of foreign exchange exposure and steps taken by the management to limit the risk of adverse exchange rate movement.• Non-compliance of any regulatory, statutory or listing requirements and shareholders service such as non-payment of dividend, delay in etc.


The Board of Directors of your Company is routinely presented with all information under the above heads whenever applicable and materially significant. These are submitted either as part of the agenda papers well in advance of the Board Meetings or are tabled in course of the Board meeting or are tabled before the appropriate committee of the Board.Details of equity shares of the Company held by the Directors as on March 31, 2016 are given below:

Name Category Number of equity Shares

Shri Lalit Kumar Daga Chairman/Non-Executive Director 5,95,616Shri Shailesh Daga Managing Director 2,50,982CA. Sudhir Goel Whole-Time Director 3,000

AUDIT COMMITTEE

Your Company has an Audit Committee. The composition, procedure, role/function of the committee complies with the requirements of section 177 of Companies Act, 2013 as well as in accordance with Regulation 18 of the SEBI Listing Regulation.

v Composition of Committee, meetings held & attended During the year, Audit Committee met four times.

Name of Member No. of Meeting heldNo. of Meeting

AttendedShri Navin Shah Chairman - Audit Committee

Shri Sundeep Mohta

CA. Sudhir Goel

4 4

4 2

4 4

(Independent Director)

Category

(Independent Director)

Whole-Time (Director)

21

The terms of reference if the audit committee are broadly as under:

Power of the Audit Committee• To investigate any activity within its terms of reference• To seek information from any employee• To obtain outside legal or other professional advice• To secure attendance of outsiders with relevant expertise, if it considers necessary

Role of the Audit Committee, inter alia include the following:• Oversight of the Company’s financial reporting process and the disclosure of its financial information to ensure that

the financial statement is correct, sufficient and credible.• Recommending the appointment, remuneration and terms of appointment of statutory auditors including cost

auditors of the Company.• Approving payment to statutory auditors, including cost auditors, for any other services rendered by them.• Reviewing with the management, the management, the annual financial statement and auditor’s report thereon

before submission the Board for approval. .• To review the functioning of the Whistle Blower mechanism;

Review of information by Audit CommitteeThe Audit Committee shall mandatorily review the following information:

• Management discussion and analysis of financial condition and results of operations;• Statement of significant related party transactions (as defined by the Audit Committee), submitted by management;• Management letters / letters of internal control weaknesses issued by the statutory auditors;• Internal audit reports relating to internal control weaknesses; and• The appointment, removal and terms of remuneration of the Chief internal auditor shall be subject to review by the

Audit Committee.

NOMINATION & REMUNERATION COMMITTEE AND STAKEHOLDERS RELATIONSHIP COMMITTEEThe Committee’s constitution and terms of reference are in compliance with provisions Regulation 19 of SEBI Listing Regulations, read with Section 178 of the Act.

The broad terms of reference of the Nomination & Remuneration Committee and Stakeholders Relationship Committee are as under;

• formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the board of directors a policy relating to, the remuneration of the directors, key managerial personnel and other employees;

• formulation of criteria for evaluation of performance of independent directors and the board of directors;• devising a policy on diversity of board of directors;• identifying persons who are qualified to become directors and who may be appointed in senior management in

accordance with the criteria laid down, and recommend to the board of directors their appointment and removal.• whether to extend or continue the term of appointment of the independent director, on the basis of the report of

performance evaluation of independent directors.


Composition of Members of Nomination & Remuneration Committee and Stakeholders Relationship Committee & details of meetings attended are given below;

Name of Member Category No. of Meetings HeldChairman of the Committee

Shri Navin Shah Independent Director 2 2

Shri Narayan Das Mundhra Independent Director 2 1

Non-ExecutiveShri Lalit Kumar Daga Director /Chairman 2 2

Performance Evaluation Criteria for Independent Directors:The performance evaluation criteria for independent directors is determined by the Nomination and Remuneration Committee. An indicative list of factors that may be evaluated include participation and contribution by a director, committment, effective deployment of knowledge and expertise, effective management of relationship with stakeholders, integrity and maintenance of confidentiality and independence of behaviour and judgement.

Remuneration Policy:The Company pays remuneration by way of salary, benefits, perquisites and allowances (fixed component) and commission (variable component) to its managing director and the executive directors. Annual increments are decided by the nomination and remuneration committee (NRC) within the salary scale approved by the members of the Company and are effective April 1 each year. NRC decides on the commission payable to the managing director and the executive director out of the profits for the financial year and within the ceilings prescribed under the Act based on the performance of the Company as well as managing director and executive director of the Company. Except for sitting fees for attending board as well as committee meetings the company does not pay any remuneration to its non-executive directors.

Remuneration & Sitting fee paid to Directors for the year 2015-2016 is given below:

Name of Directors Relationship with Sitting Fees for Salary andother Directors Board Meeting as well as Perquisites

various committees meetings (`) (`)Shri Lalit Kumar Daga Father of Shri

Shailesh Daga 16,500/- NIL Shri Shailesh Daga Son of Shri Lalit

Kumar Daga 16,500/- 21,00,000/- CA. Sudhir Goel - 22,500/- 16,80,000/-Shri Navin Shah - 15,000/- NIL Shri Sundeep Mohta - 13,500/- NILShri Narayan Das Mundhra - 13,500/- NILMrs Renu Somani - 10,500/- NIL

a) The Company does not have any scheme for grant of stock options to its Directors or Employees.b) Shri Navin Shah, Independent director is heading the stakeholders’ grievance committee.c) Details of Investor complaints received and redressed during the year 2015-2016 are as follows:

Opening Balance Received during the Resolved during the Closing Balanceyear year

0 2 2 0

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

Composition of the Committee are given below:

Name of Member Category No. of Meeting Held Attended

Shri Lalit Kumar Daga Non-Executive Director Chairman 2 2

CA. Sudhir Goel Whole-Time Director 2 2

Shri Navin Shah Independent Director 2 2

Terms of Reference of the Committee, inter alia, including the following:

• To formulate and recommend to the Board, a Corporate Social Responsibility (CSR) Policy indicating activities• To be undertaken by the Company in compliance with provisions of the Companies Act, 2013 and rules made thereunder• To recommend the amount of expenditure to be incurred on the CSR activities• To monitor the implementation of the CSR Policy of the Company from time to time• To approve the Corporate Sustainability Reports and oversee the implementation of sustainability activities• To carry out any other function as is mandated by the Board from time to time and/or enforced by any statutory notification, amendment

or modification as may be applicable or as may be necessary or appropriate for performance of its duties.

GENERAL BODY MEETINGSLocation and time, where last three Annual General Meetings held

Year Location Date Time2014-2015 Maheshwari Pragati Mandal, Mumbai – 400 002 27th August, 2015 11.00 a.m2013-2014 Maheshwari Pragati Mandal, Mumbai – 400 002 28th August, 2014 10.30 a.m.2012-2013 Maheshwari Pragati Mandal, Mumbai – 400 002 23rd August, 2013 11.00 a.m.Whether special resolutions passed in the previous 3 AGMs. – Yes,

At AGM dated 23.08.2013, a Special resolution has passed/ approved for appointment of CA.Sudhir Goel as a Whole-Time Director from

Non-Executive Director of the Company for a period of 5 years i.e. from 01.04.2013 to 31.03.2018.

Attended

22


OTHER DISCLOSURESi. There is no materially significant related party transactions that may have potential conflict with the interest of the

Company at large.

ii. Details of non-compliance by the Company, penalties, structures imposed on the Company by the stock exchanges or the SEBI or any statutory authority, on any matter related to capital markets, during the last three years 2013-14, 2014-15 and 2015-16 respectively: Nil.

iii. The Company has adopted a Whistle Blower Policy and has established the necessary vigil mechanism as define under Regulation 22 of SEBI Listing Regulations for directors and employees to report concerns about unethical behaviour. No person has been denied access to the Chairman of the audit committee.

iv. The Company has duly fulfilled the following discretionary requirements as prescribed in Schedule II Part E of the SEBI Listing Regulations:a. The auditors’ report on statutory financial statements of the Company are unqualified.b. Shri Lalit Kumar Daga is the Chairman of the Company and Shri Shailesh Daga is the Managing Director of the

Company. The Company has complied with the requirement of having separate persons to the post Chairman and Managing Director

c. Internal auditors of the Company, make presentations to the audit committee on their reports.

v. Reconciliation of share capital audit: A qualified practicing Company Secretary carried out a share capital audit to reconcile the total admitted equity share capital with the National Securities Depository Limited (“NSDL”) and the Central Depository Services (India) Limited (“CDSL”) and the total issued and listed equity share capital. The audit report confirms that the total issued / paid-up capital is in agreement with the total number of shares in physical form and the total number of dematerialised shares held with NSDL and CDSL.

vi. Code of ConductThe member of the board and senior management personnel have affirmed the compliance with Code applicable to them during the year ended March 31, 2016. The annual report of the Company contains a certificate by the Managing Director and CFO in terms of SEBI Listing Regulations on the compliance declarations received from Board of Directors and Senior Management.The Corporate Governance Report forms part of the Annual Report. Your Company has complied with all the mandatory requirements of regulation 17 to 27 read with Schedule V and clause (b) to (i) of sub regulation(2) of regulation 46 of SEBI Listing Regulations.

MEANS OF COMMUNICATIONThe quarterly, half yearly and annual results are published in daily English news paper “The Free Press Journal” and Marathi daily news paper “Navshakti” in its Mumbai editions and also available on the company’s website i.e www.associatedgroup.com/hail/investors.htm

EQUTIY SUSPENSE ACCOUNTIn accordance with the requirement of Regulation 34 (3) and Schedule V Part F of SEBI Listing Regulations, no share of the company is in suspense account. There are no material transactions with related parties that may have potential conflict with the interests of the Company. As per Accounting Standard 18, relevant disclosures are made in the financial statement for theyear.

AUDITORS’ CERTIFICATE ON CORPORATE GOVERNANCECertificate from the Statutory Auditors confirming compliance with all the conditions of corporate governance as stipulated in Paragraph E of Schedule V of the SEBI Listing Regulations is annexed to the Report and form part of the Annual Report.

SHAREHOLDER INFORMATION

1. The Company is registered in the State of Maharashtra, India. The Corporate Identification Number ( CIN) allotted to the Company by the Ministry of Corporate Affairs(MCA) is CIN: L28920MH1987PLC043472

2. Annual General MeetingDate and Time : Monday, 22nd August, 2016 at 11.00 a.m.Venue : Maheshwari Pragati Mandal-Mumbai’

1st Floor, Maheshwari Bhavan,603, Jagannath Shankar Sheth Marg,Chira Bazar, Marine Lines (E),Mumbai – 400 002.3.

3. Financial CalendarFin. reporting for the quarter ending Jun. 30, 2016 : By 13th August, 2016Fin. reporting for the half year ending Sep.30, 2016 : By 14th November, 2016Fin. reporting for the quarter ending Dec. 31, 2016 : By 13th February, 2017Fin. reporting for the year ending Mar.31, 2017 : By 30th May, 2017

4. Dates of Book Closure : 20thAugust, 2016 to 22ndAugust, 2016(Both days inclusive)5

5. Dividend payment date : On or after 27th August, 20166. Registered Office : Hind Aluminium Industries Ltd.

CIN: L28920MH1987PLC043472B-1, Tulsi Vihar, Dr.A.B. Road,Worli Naka, Mumbai – 400 018.Tel.: (022) 40457100Fax: (022) 4936888Email: [email protected]

23


11. Stock Performance

Phiroze Jeejeebhoy Towers, Dalal Street,Mumbai – 400 001.

8. Stock Code : 5319799. ISIN allotted to Equity Shares : INE227B01019

Note: Listing fees for the year 2016-2017 has been paid to BSE Ltd.10. Stock market price data for the year at BSE Ltd.

Month Open Price ` High Price ` Low Price ` Close Price ` No. of SharesApr-15 44.00 51.00 43.00 46.25 11,334

May-15 48.00 49.70 40.00 45.00 9,804Jun-15 54.00 66.25 51.00 56.25 1,19,180Jul-15 55.00 72.00 53.75 66.25 60,151

Aug-15 67.00 92.00 62.50 64.15 1,47,920Sep-15 51.35 74.40 50.10 63.60 63,116Oct-15 65.95 94.90 60.00 81.50 1,30,430Nov-15 87.40 94.00 73.15 87.10 1,25,427Dec-15 89.50 121.25 85.00 112.20 1,99,934Jan-16 117.40 117.50 72.20 87.40 74,894Feb-16 88.50 90.95 56.00 68.00 65,645Mar-16 72.50 80.55 67.75 73.00 44,566

7. Listing Details : BSE Ltd.

12. Registrar and Transfer Agents (RTA) : Bigshares Services Pvt Ltd. E-2 Ansa Industrial Estate , Sakivihar Road, Saki Naka, Andheri (East), Mumbai - 400 072 Tel.022-40430200, Fax No.022-28475207 Email : [email protected]

13. Share Transfer System : Share transfer in physical form are dispatched Within the prescribed time limit, if documentsare clear in all respect.

The trading in the Company's share are permitted Only in the dematerialized segment

14. Investors Service : Complaints received during the year is mentioned in Corporate Governance report.

24

265.00

BSE Service

HAIL Index

245.00

225.00

205.00

185.00

165.00

145.00

125.00

105.00

85.00

Apr/

15

May/

15

June/1

5

July

/15

Aug/1

5

Sept/15

Oct

/15

Nov/

15

Dec/

15

Jan/1

6

Feb/1

6

Mar/

16


st15. Distribution of Shareholding as on 31 March, 2016 No. of Equity No.of Share % of Share No. of

shares held holders holders held holding

1- 5000 2562 84.53 4,23,373 6.725001-10000 222 7.32 1,75,776 2.7910001-20000 110 3.62 1,68,845 2.6820001-30000 46 1.52 1,22,854 1.9530001-40000 17 0.56 59,852 0.9540001-50000 16 0.53 75,602 1.2050001-100000 21 0.70 1,42,385 2.26100001 and above 37 1.22 51,31,513 81.45

3,031 100.00 63,00,200 100.00

16. Categories of Equity Shareholding as on 31st March, 2016

Category No.of Shares % of Share No.of Shares % ShareHolders Holders Held Holding

Indian Promoters 14 0.46 39,13,952 62.12Corporate Bodies 61 2.01 4,50,631 7.15NRIs/OCBs 34 1.12 31,501 0.50Indian Public 2922 96.41 19,04,116 30.23

3031 100.00 63,00,200 100.00

17. Dematerialisation of Shares and Liquidity : 96.88% Equity shares of your company have beenDematerialized upto 31st March, 2016

18. Plant Locations :Aluminium Wire Rod & Conductors : Survey No.1/1 & 1/2, Village Khutali,

Khanvel-Doodhani Road,Silvassa – 396230 (UT of DNH)

19. Investor correspondence : For shares held in physical formBigshares Services Pvt Ltd.CIN: U99999MH1994PTC076534E-2 Ansa Industrial Estate ,Sakivihar Road, Saki NakaAndheri (East) Mumbai - 400 072Tel.022-40430200Fax.022-28475207email; [email protected] shares held in demat formYour Depository Participant (DP)Any other queriesHind Aluminium Industries Ltd..B-1, Tulsi Vihar, Dr.A.B.Road, Worli Naka,Mumbai – 400 018Tel.: (022)-40457100email : [email protected]

shares % of Share

MD/ CFO CERTIFICATE

To,The Board of DirectorsHind Aluminium Industries Limited

1. We have reviewed financial statements and the cash flow statement of Hind Aluminium Industries Limited for the year ended 31st March,2016 and to the best of our knowledge and belief:i. these statements do not contain any materially untrue statement or omit any material fact or contain statements that might be

misleading;ii. these statements together present a true and fair view of the Company’s affairs and are in compliance with existing accounting

standards, applicable laws and regulations.2. There are, to the best of our knowledge and belief, no transactions entered into by the Company during the year which are fraudulent, illegal

or violative of the Company’s Code of Conduct.3. We accept responsibility for establishing and maintaining internal controls for financial reporting and we have evaluated the effectiveness

of Company’s internal control systems pertaining to financial reporting. We have not come across any reportable deficiencies in the design or operation of such internal controls.

4. We have indicated to the Auditors and the Audit Committee:(i) that there are no significant changes in internal control over financial reporting during the year;(ii) that there are no significant changes in accounting policies during the year; and(iii) that there are no instances of significant fraud of which we have become aware.

Shailesh Daga Mahendra Kumar Jain Managing Director Chief Financial Officer

Place:Mumbai Date: 6th June, 2016

25


Auditor's Certificate on Corporate Governance

To the members of Hind Aluminium Industries Ltd.

We have examined the compliances of the conditions of corporate governance by Hind Aluminium Industries Ltd. for the year ended 31st March, 2016 as stipulated in Regulation 17 to 27 read with Schedule V and clause (b) to (i) of sub-regulation 46 of SEBI Listing Regulation.

The compliance of conditions of the corporate governance is the responsibility of the management. Our examination was limited to a review of the procedures and implementation thereof, adopted by the Company for ensuring the compliance with conditions of the certificate of corporate governance as stipulated in the said Regulation. It is neither an audit nor an expression of the opinion of the financial statements of the Company.

In our opinion and to the best of our information and according to explanations given to us and the representations made by the Directors and the Management, save appointment of whole time Company Secretary, we certify that the Company has complied with the conditions of corporate governance as stipulated in Regulation 17 to 27 read with Schedule V and clause (b) to (i) of sub-regulation 46 of SEBI Listing Regulation.

We further state that such compliance is neither an assurance as to the future viability of the Company nor of the efficiency or effectiveness with which the management has conducted affairs of the Company.

FOR MOTILAL & ASSOCIATESCHARTERED ACCOUNTANTS

(CA. M.P. MODY)PARTNER

Membership No. 042975

Place: MumbaiDated : 6th June, 2016.

26


INDEPENDENT AUDITORS' REPORT

TO THE MEMBERS OF HIND ALUMINIUM INDUSTRIES LIMITED

REPORT ON THE FINANCIAL STATEMENTS

We have audited the accompanying financial statements of HIND ALUMINIUM INDUSTRIES LIMITED('the Company'), which comprise the Balance Sheet as at 31st March, 2016, the Profit and Loss Statement, the Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

MANAGEMENT'S RESPONSIBILITY FOR THE FINANCIAL STATEMENTSThe Company's Board of Directors is responsible for the matters stated in section 134 (5) of the Companies Act, 2013 (hereinafter referred to as “the Act”) with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes 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 frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error, which have been used for the purpose of preparation of the financial statements by the Directors of the Company, as aforesaid.

AUDITORS' RESPONSIBILITYOur responsibility is to express an opinion on these financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company's preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company's Directors, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the financial statements.

OPINIONIn our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2016;b) in the case of the Statement of Profit and Loss, of the profit of the Company for the year ended on that date; andc) in the case of the Cash Flow Statement, of the cash flows of the Company for the year ended on that date.

OTHER MATTERSWe did not audit the financial statements of the subsidiaries and joint venture. These financial statements have been audited by the other auditors, whose reports have been furnished to us as at 31st March, 2015 & 31st December,2015 respectively. As informed to us the financial statements for the year 2015-16 are not consolidated for the year under audit as referred to in note no. 10B& 10C(c) and note no. 24.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS1. As required by the Companies (Auditor's Report) Order, 2016 (“the Order”) issued by the Central Government of India in terms of sub-section

(11) of section 143 of the Act, we give in the “Annexure A” a statement on the matters specified in paragraphs 3 and 4 of the Order.

2. As required by Section143(3) of the Act, we report that:

a We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit;

b In our opinion, proper books of account as required by law relating to preparation of the aforesaid financial statements have been kept so far as it appears from our examination of those books.

c The Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement dealt with by this Report are in agreement with the books of account.

d In our opinion, the aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014;

e On the basis of the written representations received from the directors of the Company as on 31st March, 2016, taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2016, from being appointed as a director in terms of Section 164 (2) of the Act.

f With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in “Annexure B”.

g With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

(i) The Company has disclosed the impact of pending litigations on its financial position in its financial statements as referred to in Note 31of the financial statements.

(ii) The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses. (iii) There has been no delay in transferring amounts required to be transferred to the Investor Education and Protection Fund by the

Company. For MOTILAL & ASSOCIATES

Chartered Accountants(FRNo.106584W)

CA. M.P.MODYPartner

Membership No 042975Mumbai, 6thJune,2016

27


ANNEXURE A TO THE INDEPENDENT AUDITORS' REPORT

The Annexure A referred to in our Independent Auditors' Report to the members of the Company on the financial statements for the year ended on 31st March 2016. We report that:

(1) In Respect of its fixed assets:(a) The company is maintaining proper records showing full particulars including quantitative details and situation

of fixed assets.(b) The fixed assets of the company have been physically verified by the management at reasonable intervals. No

material discrepancies between the book records and the physical inventory have been noticed.(c) All the title deeds of immovable properties are held in the name of the company.

(2) In respect of its inventories:

(a) As explained to us the inventory has been physically verified by the management at reasonable intervals.(b) On the basis of our examination of the inventory records, in our opinion, the company is maintaining proper

records of inventory. The discrepancies noticed on physical verification of inventory as compared to book records were not material.

(3) According to the information and explanation given to us, the company has granted unsecured loan to Companies, Firms, Limited Liability Partnerships or other parties covered in the register maintained under section 189 of the Companies Act. However the terms and conditions of such loans are not prejudicial to the company's interest. Receipt of the Principal amount and Interest is regular and there are no overdue amounts for more than 90days.

(4) In Our opinion and according to the information and explanations given to us during the course of the audit, the company has not entered in any transaction that attract the provisions of section 185 and 186 of the Companies Act, 2013.

(5) According to the information and explanations given to us, the Company has not accepted any deposits from public. Therefore, the provisions of clause (v) of the paragraph 3 of the CARO 2016 are not applicable to the Company.

(6) We have broadly reviewed the cost records maintained by the company pursuant to the Rules made by the Central Government for maintenance of cost records under sub-section (1) of section 148 of the Companies Act, 2013 and are of the opinion that prima facie the prescribed accounts and cost records have been maintained. We have, however, not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

(7) In respect of statutory dues:

(a) According to the information and explanations given to us and according to the books and records as produced and examined by us, in our opinion, the company is generally regular in depositing the undisputed statutory dues including provident fund, employees' state insurance, income-tax, sales-tax, wealth tax, service tax, duty of customs, duty of excise, value added tax, cess and any other statutory dues as applicable with the appropriate authorities.According to the information and explanations given to us no undisputed amounts payable in respect of provident fund, employees' state insurance, income-tax, service-tax, excise duty, sales tax, customs duty and cess were in arrears, as at 31st March, 2016 for the period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, there are no material dues of wealth tax, income tax, duty of customs and cess which have not been deposited with the appropriate authorities on account of any dispute. However, according to the information and explanations given to us, the particulars of dues of income tax as at 31st March, 2016 which have not been deposited on account of any dispute, are given below:

Name of the Nature of Dues Amounts involved Assessment Forum where disputeStatute ` Year to which the is pending

amount relates

The Income Income Tax 2,30,102 2000-01 Assessing Officer Tax Act. 1,19,814 2002-03 Assessing Officer

8,29,898 2005-06 I.T.A.T, Mumbai73,473 2006-07 Assessing Officer11,964 2007-08 Assessing Officer

4,59,260 2008-09 Assessing Officer1,33,170 2009-10 Assessing Officer1,14,730 2011-12 Assessing Officer

33,95,684 2012-13 C.I.T.(A), Mumbai

28


(8) Based on our audit procedures and according to the information and explanations given to us, we are of the opinion that theCompany has not defaulted in repayment of dues to financial institution and banks.

(9) According to the information and explanations given to us the Company has raised new term loan during the year. The term loans outstanding at the beginning of the year and those raised during the year have been applied for the purposes for which they were raised.

(10) During the course of our examination of the books and records of the company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instance of fraud on or by the company, noticed or reported during the year, nor have we been informed of such case by the management.

(11) Based upon the audit procedures performed and the information and explanations given by the management, the managerial remuneration has been paid or provided in accordance with the provisions of section 197 read with Schedule V to the Companies Act.

(12) The Company is not a Nidhi Company hence the provisions of the Nidhi Company and the Nidhi Rules, 2014 is not applicable to the company.

(13) In our opinion and according to the information and explanations given to us all transactions with the related parties are in compliance with sections 177 and 188 of Companies Act, 2013, where applicable, and the details have been disclosed in the Financial Statements etc., as required by the applicable accounting standards;

(14) Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review, thus requirement of section 42 of the Companies Act, 2013 is not applicable to the company.

(15) In our opinion and according to the information and explanations given to us Company has not entered into any non-cash transactions with directors or persons connected with him. Thus the provisions of section 192 of Companies Act, 2013 are not applicable to the company;

(16) In our opinion and according to the information and explanations given to us Company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934.

For MOTILAL & ASSOCIATESChartered Accountants

(FRNo.106584W)

CA. M.P.MODYPartner

Membership No 042975

Place : MumbaiDate : 6th June,2016

29


ANNEXURE B TO THE INDEPENDENT AUDITOR'S REPORT OF EVEN DATE ON THE FINANCIAL STATEMENTS OF HIND ALUMINIUM INDUSTRIES LIMITED

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”)

We have audited the internal financial controls over financial reporting of HIND ALUMINIUM INDUSTRIES LIMITED (“the Company”) as of March 31, 2016 in conjunction with our audit of the financial statements of the Company for the year ended on that date.

Management's Responsibility for Internal Financial Controls The Company's management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India.These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company's policies, the safeguarding of its as sets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditors' Responsibility Our responsibility is to express an opinion on the Company's internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the “Guidance Note”) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company's internal financial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting A company's internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal financial control over financial reporting includes those policies and procedures that:

1. Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

2. Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and

3. Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls over Financial ReportingBecause of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2016, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

For Motilal & AssociatesChartered Accountants

(FRNo. 106584W)

CA. Mukesh P. ModyPartner

Membership No. 042975Place: MumbaiDate: 6thJune, 2016

30


31

EQUITY AND LIABILITIES :

Shareholders' Funds :Share Capital 2 6,30,02,000 6,30,02,000Reserves and Surplus 3 64,76,10,480 56,96,56,111

71,06,12,480 63,26,58,111Non - Current Liabilities :Long Term Borrowings 4 5,31,82,439 6,88,68,550Deferred Tax Liabilities [ Net ] 27 3,88,93,359 3,46,46,583

9,20,75,798 10,35,15,133Current Liabilities :Short Term Borrowings 5 76,94,48,954 74,49,41,402Trade Payables 6 56,61,94,723 52,06,74,683Other Current Liabilities 7 15,43,35,949 7,72,57,219Short Term Provisions 8 1,24,13,997 1,16,18,491

150,23,93,623 135,44,91,795Total 230,50,81,901 209,06,65,039

ASSETS :Non - Current Assets :Fixed Assets : 9Tangible Assets 26,77,07,715 22,26,67,458Intangible Assets 5,69,506 3,12,734

26,82,77,221 22,29,80,192Non Current Investments 10 11,36,51,175 11,31,96,972Long Term Loans and Advances 11 18,72,01,006 13,47,74,001

30,08,52,181 24,79,70,973Current Assets :Current InvestmentsInventories 12 38,22,14,064 40,59,92,183Trade Receivables 13 126,01,40,790 101,11,50,699Cash and Cash Equivalents 14 7,51,30,125 7,84,62,939Short Term Loans and Advances 15 1,72,88,971 12,14,54,364Other Current Assets 16 11,78,549 26,53,689

173,59,52,499 161,97,13,874Total 230,50,81,901 209,06,65,039

Significant Accounting Policies andNotes to the Financial Statements 1 to 38

BALANCE SHEET AS AT MARCH 31, 2016

NoteNo.

End ofCurrent Reporting

Year March 31, 2016

`

Previous ReportingYear

March 31, 2015 `

Particulars

As per our report of even date

MOTILAL & ASSOCIATESChartered Accountants

CA. MUKESH P. MODY PartnerM.No.FCA 042975Place : MumbaiDated : 6th June,2016

FOR & ON BEHALF OF THE BOARD

LALIT KUMAR DAGA - CHAIRMAN

SHAILESH DAGA - MANAGING DIRECTOR

CA. SUDHIR GOEL - WHOLE - TIME DIRECTORMAHENDRA KUMAR JAIN

CHIEF FINANCIAL OFFICER


32

REVENUE :

Revenue from Operations 17 719,77,00,839 441,44,85,099

Other Income 18 2,27,70,544 2,91,34,785

Total Revenue 722,04,71,383 444,36,19,884

EXPENSES :

Cost of Materials Consumed 19 651,77,49,183 416,22,81,024

Changes in Inventories of Finished goods,

semi finished goods 20 4,87,05,204 (17,89,58,190)

Employee Benefits Expense 21 5,37,27,396 3,68,00,835

Finance Cost 22 10,45,91,417 5,43,86,581

Depreciation 9 3,29,65,733 3,15,40,955

Other Expenses 23 32,76,14,301 23,74,08,229

Total Expenses 708,53,53,234 434,34,59,434

Profit before Tax 13,51,18,149 10,01,60,450

Less / [ Add ] : Tax Expense

Current Tax 3,72,00,000 2,60,00,000

Deferred Tax 27 42,46,777 13,24,012

Adjustments relating to earlier years 35,84,566 -

4,50,31,343 2,73,24,012

Profit for the year from continuing operations 9,00,86,806 7,28,36,438

Earning per Equity Share [EPS] [ in Rupees ] 28

Basic 14.30 11.56

Diluted 14.30 11.56

Significant Accounting Policies and

Notes to the Financial Statements 1 to 38

Statement of Profit and Loss for the year ended March 31, 2016


Year March 31, 2016

`


March 31, 2015 `

NoteNo.

Particulars



CA. MUKESH P. MODY PartnerM.No.FCA 042975Place : MumbaiDated : 6th June,2016




CA. SUDHIR GOEL - WHOLE - TIME DIRECTORMAHENDRA KUMAR JAIN



Notes to the Financial Statements

Note : 1 -Significant Accounting Policies

1 Basis of Accounting :All financial items of Income and Expenditure having a material bearing on the financial statement are recognised on accrual basis, except Income by way of dividend and Expense by way of leave encashment which is accounted on cash basis.

2 Sales :Sales exclude Sales Tax, Transportation, Insurance, discount, penalty / late delivery charges and include sale of Scraps, Excise Duty and price variation but net of Sales Returns.In the case of Mining division Sales include Royalty.

3 Use of Estimates :The preparation of Financial Statements in conformity with the Accounting Standards generally accepted in India requires, the management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities as at the date of the financial statements and reported amounts of revenues and expenses for the year. Actual results could differ from these estimates. Any revision to accounting estimates is recognised prospectively in current and future periods.

4 Fixed Assets and Depreciation :i) All fixed assets are valued at cost less depreciation.The cost is inclusive of incidental expenses

exculding excise related to acquisition and put to use. Pre-operative expenses including trial run expenses (net of revenue) are capitalised. Interest on borrowings and financing costs during the period of construction is added to cost of fixed assets.

ii) Impairement loss ,if any is recognised in the year in which impairement takes place.iii) Depreciation on Fixed Assets is provided on Straight Line Method at the rate and in the manner

specified in Schedule II of the Companies Act, 2013.iv) Depreciation on additions / disposals of the fixed assets during the year is provided on pro-rata basis

according to the period during which assets are put to use.

5 Expenditure during the Construction Period :The expenditure incidental to the expansion / new projects are allocated to Fixed Assets in the year ofcommencement of the commercial production.

6 Investments :i) Long term and strategic investments are stated at cost.ii) Current investments, if any, are stated at cost.iii) Investments in shares of foreign joint venture/subsidiary and other Companies are expressed in Indian

Currency at the rate of exchange prevailing at the time when the original investments were made.

7 Inventories :Raw Materials, Stores & Spare Parts, Packing Materials, Finished Goods and Semi Finished Goods are valued at lower of cost and net realisable value.

8 Revenue Recognition :i) Revenue from Sale of goods is recognised when significant risks and rewards of ownership of the goods

have been passed to the buyer.ii) Service income is recognised as per the terms of contracts with the customers when the related services

are performed or the agreed milestones are achieved and are net of service tax wherever applicable.iii) Dividend income is recognised when the unconditional right to receive the income is established.iv) Revenue in respect of other income is recognised when no significant uncertainty as to its determination

or realisation exists.

33


9 Foreign Currency Transactions :

Transaction in foreign currency are recorded at the rate of exchange in force on the respective date of

such transactions. Foreign currency transaction remain unsettled as at the end of the year are translated

at the year end /contracted rates.

Exchange difference on repayment/conversion/translation are adjusted to

(i) Carrying Cost of fixed assets,if foreign currency liability relates to fixed assets.

(ii) the Profit & Loss account in other cases.

10 Excise Duty :

Excise Duty is accounted gross of Cenvat benefit availed on inputs, fixed assets and eligible services.

11 Retirement Benefits :

i) Defined Benefit Plans :

The gratuity scheme is administered through the Life Insurance Corporation of India. Gratuity liability

is accounted as per the actuarial contribution demanded by Life Insurance Corporation of India.

ii) Leave Liability :

The employees of the company are entitled to leave as per the leave policy of the company. The liability

on account of accumulated leave as on last day of the accounting year is not recognised.

12 Employee Separation Costs :

The compensation paid to the employees under Voluntary Retirement Scheme is expensed in the year

of payment.

13 Provision for Bad and Doubtful Debts / Advances :

No Provision is made in accounts for bad and doubtful debts / advances which in the opinion of the

management are considered doubtful of recovery.

14 Deferred Tax:

Deferred tax is recognised, subject to the consideration of prudence, on timing differences, being the

difference between taxable income and accounting income that originate in one period and are capable

of reversal in one or more subsequent periods. Deferred tax assets arising from temporary timing

differences are recognised to the extent there is reasonable certainity that the assets can be realised in

future.

15 Provisions, Contingent Liabilities and Contingent Assets :

Provision is recognised when the company has a present obligation as a result of past events and it is

probable that the outflow of resources will be required to settle the obligation and in respect of which

reliable estimates can be made. A disclosure for contingent liability is made when there is a possible

obligation, that may, but probably will not require an outflow of resources. When there is a possible

obligation or a present obligation in respect of which the likelihood of outflow of resources is remote, no

provision / disclosure is made. Contingent assets are not recognised in the financial statements.

Provisions and contingencies are reviewed at each balance sheet date and adjusted to reflect the

correct management estimates.

34


35

Note : 2 Share Capital

Authorised :

65,00,000 Equity Shares of `10/- each 6,50,00,000 65,000,000

6,50,00,000 65,000,000

Issued, Subscribed and Fully Paid-up Equity Shares :

63,00,200 Equity Shares of `10/- each fully 6,30,02,000 6,30,02,000

paid up 6,30,02,000 6,30,02,000

A. The reconciliation of the number of Shares outstanding :

Particulars: Nos. Nos.

Number of shares at the beginning 63,00,200 63,00,200

Number of shares at the end 63,00,200 63,00,200

NOTES TO THE FINANCIAL STATEMENTS


Year March 31, 2016

`


March 31, 2015 `

Particulars

B. The equity share holders of the Company are entitled to receive final dividend as declared and approved

by the Board of Directors and/ or the share holders of the Company. The dividend so declared will be in

proportion to the number of equity shares held by the share holders.

C. In the event of the liquidation of the Company, equity share holders will be entitled to receive remaining

assets of the company. The distribution will be in proportion to the number of equity shares held

by the share holders.

D Details of Share Holders holding more than 5% of Equity Shares as at March 31, 2016 are as under:

Name of Share Holder

Shri Lalit Kumar Daga

Mrs. Sheela Daga

Associated Non-FerrousMetals Pvt Ltd

Associated Aluminium Products Pvt Ltd

No of Shares

595616

554636

408244

336850

No of Shares

595616

554636

408244

336850

% of Holding

9.45

8.80

6.48

5.35

% of Holding

9.45

8.80

6.48

5.35

Current Reporting yearMarch,2016

Previous Reportingyear March,2015


A Securities for Term Loans :

Secured by hypothecation of land, Fixed Assets.

Secured by hypothecation of Motor Car.

First and exclusive charge by way of Hypothecation of Plant & Machinery, of the company purchased and to be purchased from bank finance, situated at Village Khutali, Khanvel, Silvassa and Factory Land and Building situated at Kachigam Road, Daman.

First and exclusive charge by way of Equitable mortgage of Factory Land and Building situated at Village Khutali, Khanvel, Silvassa and Kachigam Road, Daman.

Second charge by way of Equitable mortgage of Residential property situated at Lalit Vihar, Village Khanvel, Silvassa.

First charge by way of Equitable mortgage over factory land and Hypothication of Plant & Machinary of the WTG located at 59/1, Village Akhatwade, Dist. Nandurbar.

First and exclusive charge by way of Equitable mortgage of Residential property situated at Antony,Swagat, Rajanigandha Apartments Daman and Lalit Vihar Silvassa.

Extension of charge over residual value for the WTG at village Narsewadi, Dist. Sangli and Plant & Machinery for the proposed expansion of conductor division financed by bank.

Information regarding unhedged foreign currency exposure of the company is to be shared on a quarterly basis in a form and manner acceptable to the bank.

First pari passu charge over the entire stocks and receivables of the company (both present and future).

B Terms of repayment :a In equal quarterly installments.b 20 equal quarterly installment starting after three months from the date of first disbursement.c Monthly EMI.

36


Year March 31, 2016

`


March 31, 2015 `

Particulars

Note : 3 - Reserve and Surplus

Capital Reserve :Balance as per last Balance Sheet 3,40,090 3,40,090

Other Reserves :General Reserve :Balance as per last Balance Sheet 7,20,17,115 6,95,17,115Add : Transfer from Surplus 25,00,000 25,00,000

7,45,17,115 7,20,17,115Surplus :Balance as per last Balance Sheet 49,72,98,906 44,13,26,992Less: Adjustment relating to Fixed Assets - (29,90,447)(Refer Note No. 4 (iii) of Significant Accounting Policy).Add : Profit for the year 9,00,86,806 7,28,36,438

58,73,85,712 51,11,72,983Less : Appropriations :Dividends :Proposed Dividend 1,00,80,320 94,50,300Corporate Dividend Tax on Proposed Dividend 20,52,117 19,23,777Transfer to General Reserve 25,00,000 25,00,000

1,46,32,437 1,38,74,077Balance as at year end 57,27,53,275 49,72,98,906

Total 64,76,10,480 56,96,56,111General Reserve can be used for :a Issue of Bonus Sharesb Set off of Losses of the Company, if any,


Note : 4 - Long Term Borrowings :Secured :a Term Loan from State Bank of India,Vapi 1,33,32,738 1,83,46,810b Term Loan from HDFC Bank Ltd ,Mumbai 3,60,00,000 4,50,00,000c Term Loan from ICICI Bank Ltd.Mumbai 18,40,584 55,21,740d Vehicle Loan from Volkswagen Finance Pvt. Ltd. 20,09,117 -

Total 5,31,82,439 6,88,68,550


37

C There are no defaults in repayment of loan and interest thereon as on March 31, 2016 for all the loans under this head.

Term Loan from HDFC Bank Ltd ,Mumbai

A Securities for Term Loans :Secured by Exclusive charge over solar plants of 522 KWP and 100 KWP located at SKF India Ltd. Bangaluru & SKF India Ltd, Pune respectively having value of ` 4,50,00,000 Lien over shares total worth ` 50 lakhs of Idea Cellular Ltd held by Director/Authorised signatory of the company.

B Terms of repayment :Repayable in quarterly installments without any moratorium from the date of 1st disbursement. Repayment wouldhappen as: 20% in first year, 30% in second year and 50% in third year

Note : 5 - Short Term borrowings :

Secured Loans repayable on Demand :Cash Credit / Buyers Credit/ LC from ICICI Bank Ltd -Mumbai 5,84,09,966 11,84,16,509Cash Credit / Purchase bill Finance/ from Standard Chartered Bank Ltd - Mumbai 18,06,94,198 26,24,88,634Cash Credit / Buyers Credit from State Bank of India -Vapi (10,58,158) 9,99,65,484Cash Credit from HDFC Bank Ltd -Mumbai 3,02,68,501 -WCDL from HDFC Bank Ltd. - Mumbai 9,40,00,000 -WCDL from State Bank of India - Vapi 10,08,83,288 -Unsecured Loans :Aditya Birla Finance Ltd. 14,60,60,344 10,84,33,926Short Term Loan from HDFC Bank Ltd, Mumbai 15,00,00,000 15,00,00,000Babul Fiscal Services Private Ltd 27,25,000 26,36,849Nirav Commercials Ltd- Group Company 74,65,815 30,00,000

Total 76,94,48,954 74,49,41,402

A Securities for Secured Loans :First charge by way of hypothecation of entire stock of Raw materials,Work in process,Finished stock & Book debts and second charge on Plant & Machinery, Factory & Residential Building, at Silvassa.Secured by way of Pari Passu Charge on all present and future current assets of the Company.Secured by Hypothication of all chargeable current assets of the company on Pari Passu basis with other working capital bankers.First charge by way of Equitable mortgage over factory land and Hypothication of Plant & Machinary of the WTG located at No. 275, survey No. 818 of Village Narsewadi, Dist. Sangli.First charge by way of Hypothecation of Plant & Machinery of the company purchased and to be purchased out of bank's finances at Village Khutali, Khanvel, Silvassa.There are no defaults in repayment of loan and interest thereon as on March 31, 2016 for all the loans under this head.

Fixed Deposit of Rs. 5,00,000 under lien in place of SCB's mortgage on residential flats.

B Terms of repayment of loans :Cash Credit on Demand.WCDL -Principal amount to be repaid as bullet payment on maturity date.

Note :6 - Trade Payables :

Micro, Small and Medium Enterprises : - -Others 39,92,94,477 31,86,86,517Due to companies under the same management or in which Director isa Director or MemberAssociated Aluminium Industries Pvt Ltd. 16,69,00,246 20,19,88,166

Total 56,61,94,723 52,06,74,683

A As per information & explanation given there was no amount due to small scale under taking exceeding ` 1 Lakh each 30 days outstanding for more than 30 days at the close of the year. This disclosure is based on the document/information available from the compnay regarding their status of the small scale undertaking.

B The above information has been compiled in respect of parties to the extent to which they could be identified as Micro,Small and Medium Enterprises on the basis of information available with and explanations given by the Company.


Year March 31, 2016

`


March 31, 2015 `

Particulars



Note : 7 - Other Current Liabilities :Unclaimed Dividend 8,01,557 7,50,695Other Payables :Creditors for Expenses 9,80,11,463 4,15,75,042Payable to Statutory Authorities 4,98,32,552 2,30,59,539Advances from Customers 56,90,377 1,18,71,943

Total 15,43,35,949 7,72,57,219

During the year the Final unclaimed dividend amount of `. 81,324/-(Previous year ` 36,177/-) for the financial year 2007-08 is transferred to Investor's Education Protection Fund on 26/10/2015

Note : 8 - Short Term Provisions :

Provision for Employee Benefits 2,81,560 2,44,414Others :Proposed Dividend 1,00,80,320 94,50,300Corporate Dividend Tax on Proposed Dividend 20,52,117 19,23,777

Total 1,24,13,997 1,16,18,491


Year March 31, 2016

`


March 31, 2015 `

Particulars


Tangible Assets :

Freehold Land 67,74,490 - - 67,74,490 - - - - 67,74,490 67,74,490

Buildings 6,40,86,525 6,66,615 - 6,47,53,140 1,88,18,239 20,43,854 - 2,08,62,093 4,38,91,047 4,52,68,286

Residential Flat 43,64,430 - - 43,64,430 10,51,015 68,958 - 11,19,973 32,44,457 33,13,415

Office Premises 22,23,144 51,900 - 22,75,044 70,021 71,625 - 1,41,646 21,33,398 21,53,123

Plant & Machinery 16,76,61,874 1,46,33,987 90,38,025 17,32,57,836 8,23,67,016 1,97,97,044 48,85,895 9,72,78,165 7,59,79,671 8,52,94,858

Wind Turbine Generator 14,80,96,373 - - 14,80,96,373 11,99,46,807 63,97,764 - 12,63,44,571 2,17,51,802 2,81,49,566

Solar Power Plant 4,45,03,782 4,95,69,000 - 9,40,72,782 24,37,963 19,86,921 - 44,24,884 8,96,47,898 4,20,65,819

Electrical Installations 54,62,899 1,39,37,695 - 1,94,00,594 27,16,216 9,01,780 5,16,473 31,01,523 1,62,99,071 27,46,683

Furniture and Fixtures 73,32,303 - 58,788 72,73,515 24,95,597 6,54,167 46,519 31,03,245 41,70,270 48,36,706

Office Equipments 13,57,937 3,35,929 - 16,93,866 2,67,227 2,47,513 - 5,14,740 11,79,126 10,90,710

Vehicles 54,30,349 22,21,200 - 76,51,549 44,56,547 5,58,517 - 50,15,064 26,36,485 9,73,802

Sub-Total 45,72,94,106 8,14,16,326 90,96,813 52,96,13,619 23,46,26,648 3,27,28,143 54,48,887 26,19,05,904 26,77,07,715 22,26,67,458

Previous year 47,77,74,275 1,49,16,876 3,53,97,045 45,72,94,106 23,57,87,161 3,13,85,796 3,25,46,309 23,46,26,648 22,26,67,458

Intangible Assets :

Computer Software 14,34,793 4,94,362 - 19,29,155 11,22,059 2,37,590 - 13,59,649 5,69,506 3,12,734

Sub-Total 14,34,793 4,94,362 - 19,29,155 11,22,059 2,37,590 - 13,59,649 5,69,506 3,12,734

Previous year 25,36,264 90,875 11,92,346 14,34,793 20,19,535 1,55,159 10,52,635 11,22,059 3,12,734

Total 45,87,28,899 8,19,10,688 90,96,813 53,15,42,774 23,57,48,707 3,29,65,733 54,48,887 26,32,65,553 26,82,77,221 22,29,80,192

Previous year 48,03,10,539 1,50,07,751 3,65,89,391 45,87,28,899 23,78,06,696 3,15,40,955 3,35,98,944 23,57,48,707 22,29,80,192

Note : 9 - Fixed Assets

Nature of Fixed Assets

Gross Block Depreciation Net Block

As at 01.04.2015

Additions During the

year

Sales and / oradj. duringthe year

As at31.03.2016

Up to01.04.2015

For theyear

On Salesand / or

adj. duringthe year

Up to31.03.2016

As at31.03.2016

As at01.04.2015

`

Notes :There is no impairment of the fixed assets therefore columns for the same are not included in above.* These assets have completed its useful life.

38


B The Company has invested ̀ 5,00,000/-in Hind Power Products Pvt Ltd,a wholly owned subsidiary of the company.There is no diminution in the value of investment. The Company has not carried out any activity during the year.

C a The aggregate amount of quoted investments is ` 1,63,545/-(previous year `.1,63,545/-) and the market value thereof is ̀ 6,87,920/- [previous year ̀ 6,36,879/-]

b The aggregate amount of unquoted investments is ̀ 11,18,32,296/-(previous year ̀ 11,18,32,296/-)c The equity of ,Associated Industries Ltd SFZ., is Rials Omani 23,10,000.The Shareholding pattern in the said

Joint Venture is as under:Percentage No. of

of Holding Sharesa. Hind Aluminium Industries Ltd 32.50 7,50,750b. Associated Aluminium Products Pvt. Ltd. 17.50 4,04,249c. Carmeuse Majan LLC (SFZ) 50.00 11,54,999

As per Audited Accounts of Associated Industries Ltd, SFZ., as at 31 st December,2015 the company is yet to start its commercial operations.d. No activity carried out during the year under review in a subsidiary Hind Power Products Pvt. Ltd.

* These shares are allotted on demerger of Associated Aluminium Industries Pvt.Ltd. otherwise than in cash.

Note : 11- Long Term Loans and Advances :

[Unsecured, Considered Good]Advances recoverable in cash or in kind or for value to be received :Considered goodSecurity Deposits 3,79,71,465 4,70,41,112Other Loans and Advances :Balances with Custom / Service Tax / Sales Tax Authorities 15,31,03,349 9,42,87,184Provision for Taxation (net of Advance Tax & TDS) (38,73,808) (65,54,295)

Total 18,72,01,006 13,47,74,001

39

Note No. 10 : Non current InvestmentLong Term Investments : Nos. Face

ValueOther Investments :Investments in Equity Shares 11,19,95,841 11,19,95,841Investments in Government Securities 5,703 5,703Investments in Mutual Funds 16,49,631 11,95,428

11,36,51,175 11,31,96,972

A Details of Other Investments :Investment in Equity Instruments :Quoted :In fully paid-up Equity Shares of :Grasim Industries Ltd 121 10 70,701 70,701Ultratech Cement Ltd 69 10 92,844 92,844

1,63,545 1,63,545Unquoted :In fully paid-up equity shares of :Dnyaneshwar Hydreed Seeds Co.Pvt Ltd 500 100 6,84,020 6,84,020Urvi Estate Pvt.Ltd. 90 100 9,00,000 9,00,000Babydoll Wizkid Communication Pvt Ltd 90 100 9,00,000 9,00,000Associated Aluminium Industries Pvt Ltd 45000 10 4,50,000 4,50,000Associated Aluminium Products Pvt Ltd.* 90000 10 - -Dynavent Air Systems Pvt Ltd 70 100 3,71,000 3,71,000Hind Power Products Private Ltd 50000 10 5,00,000 5,00,000Associated Industries Ltd SFZ 750750 - 10,80,27,276 10,80,27,276

11,18,32,296 11,18,32,296Investments in Government Securities 5,703 5,703Investments in Mutual Funds 16,49,631 11,95,428Total [ Aggregate Book Value of Investments ] 11,36,51,175 11,31,96,972


Year March 31, 2016

`


March 31, 2015 `

Particulars



Note : 12 - Inventories :

A Classification of Inventories :Raw Materials 9,58,99,827 8,13,72,767Semi Finished Goods 25,07,72,556 29,10,26,960Finished Goods 39,94,256 1,24,45,056Stores and Spares 1,85,54,102 1,31,90,380Others:Packing Materials 1,29,93,323 79,57,020

Total 38,22,14,064 40,59,92,183B The Inventory is valued at lower of cost and net realisable value.

Note : 13 - Trade Receivables :Debts outstanding for a period exceeding six months :Considered good 8,69,78,894 16,49,50,214Other debts - Considered good 117,31,61,896 84,62,00,485

Total 126,01,40,790 101,11,50,699

Note : 14 - Cash and Cash Equivalents :Balances with Banks 18,48,093 96,46,900Cash on Hand 78,081 1,47,333FDR with Bank 7,32,03,951 6,86,68,706

Total 7,51,30,125 7,84,62,939i) Earmarked balances with banks:

Balances with Banks in unclaimed dividend account 8,01,557 7,72,878ii) Balances with Banks to the extent held as margin money

deposits against guarantee and letter of credit & other short term deposits. 7,32,03,951 6,86,68,706

iii) Company keeps Fixed deposit with the Nationalised/Private Banks, these deposits can be withdrawn by the company as per its own discretion / requirement of funds.

iv) Company maintains cash credit and current accounts mainly with Nationalised /Private Banks.

v) Margin money are lying with the Nationalised Bank / Private Banks.

Note : 15 - Short Term Loans and Advances :[Unsecured, Considered Good]Loans and advances due by Joint Venture / SubsidiaryAssociated Industries Ltd SFZ - 9,34,56,506Hind Aluminium Industries (Kenya) Ltd 1,26,138 -Others :Advances to Suppliers 55,88,780 1,12,66,516Advances recoverable in cash or in kind or for value to be received :Considered good 1,15,74,053 1,67,31,342

Total 1,72,88,971 12,14,54,364Note : 16 - Other Current Assets :Prepaid Expenses 11,78,549 26,53,689

Total 11,78,549 26,53,689Note : 17 - Revenue from Operations :

Sale of Products 714,85,22,921 433,02,22,249Generation of Power\Solar 2,47,62,184 2,44,60,749Conversion charges 2,44,15,734 5,98,02,101

Total 719,77,00,839 441,44,85,099Details of Revenue from Operations of the Company are as under :

a Sales of Wire Rods / Conductor 712,87,34,453 432,17,47,376b Generartion of Power / Solar 2,47,62,184 2,44,60,749c Trading of Steel Wire 1,97,88,468 84,74,873d Conversion charges 2,44,15,734 5,98,02,101


Year March 31, 2016

`


March 31, 2015 `

Particulars


40


Note : 18 - Other Income :Interest Income [Gross] :From Long Term Investments 28,82,271 58,83,474From Current Investments 1,87,97,129 2,23,77,752

2,16,79,400 2,82,61,226Dividend Income [ Gross ] :From Long Term Investments 84,002 76,391Other Non-operating Income 10,07,142 7,97,168

Total 2,27,70,544 2,91,34,785Note : 19 - Cost of Materials Consumed :Raw Materials :Stock at commencement 8,13,72,767 1,28,52,568Add : Purchases 651,28,75,794 422,24,92,524

659,42,48,561 423,53,45,092Less : Stock at close 9,58,99,827 8,13,72,767

649,83,48,734 415,39,72,325Purchases-Trading 1,94,00,449 83,08,699

Total 651,77,49,183 416,22,81,024Details of Purchase of Raw Material are as under :a Aluminium Ingots,Wire Rods & Scrap 621,57,09,796 408,02,05,280b Steel Wire 15,83,23,759 14,22,87,244c Steel Import 10,33,80,055 -Custom Duty/Clearing forwarding/Carriage inward etc..on above 3,54,62,184 -Details of Purchase -Trading is as under :a Steel Wire - Imported 1,94,00,449 83,08,699Note : 20 - Changes in Inventories :Stock at commencementSemi Finished Goods 29,10,26,960 11,80,62,490Finished Goods 1,24,45,056 64,51,336

30,34,72,016 12,45,13,826Stock at close :Semi Finished Goods 25,07,72,556 29,10,26,960Finished Goods 39,94,256 1,24,45,056

25,47,66,812 30,34,72,016Total 4,87,05,204 ( 17,89,58,190)

Details of Semi Finished Goods is as under :a Aluminium Wire Rod 56,10,792 55,97,360b Aluminium Conductor 24,51,61,764 28,54,29,600

Note : 21 - Employee Benefit Expense :Salaries, Wages and Bonus 4,87,22,087 3,25,66,831Company's Contribution to Provident & Other funds 20,85,113 21,81,929Staff Welfare Expenses 29,20,196 20,52,075

Total 5,37,27,396 3,68,00,835Note : 22 - Finance Cost :Interest 8,35,35,607 4,12,82,547Bank Commission & Charges 1,89,61,110 1,04,78,321Loan Processing Charges 20,94,700 26,25,713

Total 10,45,91,417 5,43,86,581The break up of interest cost in to major heads is given below :a Banks :a On Term Loans 3,60,56,710 1,08,06,046b On Cash credit/ Buyers credit / Letter of credit 1,88,04,223 2,46,07,331b Others 2,86,74,674 58,69,170

End of

Particulars


41

Current ReportingYear

March 31, 2016 `


March 31, 2015 `


Note : 23 - Other Expenses :

Consumption of Stores and spares parts 7,14,30,731 7,58,74,802Consumption of Packing Materials 12,49,29,349 6,15,70,107Power & Fuel 3,26,48,648 2,36,27,500Rent 11,61,600 11,86,272Repairs and Maintenance:Factory Buildings 35,08,859 17,57,517Plant and Machinery 66,58,447 40,23,250Electricals 8,17,888 5,03,037Computer 2,46,719 1,51,818Others 25,23,026 22,60,812Insurance 12,50,320 9,94,481Transport Loading & Unloading 70,39,607 59,48,556Watch & Ward 25,99,444 20,09,191Audit Fees 2,25,000 1,80,000Rates and Taxes 1,12,549 1,62,156Managing Directors' Remuneration 21,00,000 18,00,000Traveling & Conveyance Expenses 1,60,89,966 55,70,853Legal and Professional Fees 61,46,920 56,42,027Printing & Stationery 7,97,169 8,42,000Telehone & Postage 12,17,322 9,95,009Electricity Charges 6,83,773 5,70,461Vehicle Maintenance 7,29,882 5,06,920Subscription & Membership 1,44,121 2,53,507Tender Fees/Expenses 6,27,300 9,25,302Marketing, Selling & Distribution Expenses :Advertisement Expenses 2,52,055 2,64,000Commission on Sales 2,64,71,367 2,23,87,346Freight and Forwarding on Sales (Net) 42 53,989 98,06,816Sales Promotion Expenses 10,71,981 3,87,561Sundry Balances written off 2,03,576 88,315Directors Sitting fees 1,15,770 1,01,450Corporate Social Responsibility 10,10,000 93,400Miscellaneous Expenses 1,05,46,923 69,23,763

Total 32,76,14,301 23,74,08,229

Other Expenses :Rent Expenses :The Company has taken various residential / office premises under operating lease or leave and license agreement. The lease

terms in respect of such premises are on the basis of individual agreement entered into with the respective landlords/owners.

The Company has given refundable interest free security deposits in accordance with the agreed terms. The lease payments

are recognised in the Profit and Loss account under " Rent " in Note no. 23.

Note : 24The Company has formed its subsidiary i.e. Hind Aluminium Industries (Kenya) Ltd., on 27th day of August, 2015 with an

authorised share capital of 1000 shares of KES 100 each. However there were no activity carried out by the said subsidiary

during the period from 27/08/2015 to 31/03/2016. The share capital was subscribed on 4th April, 2016 and 24th May,2016

respectively. The amount spent on their behalf by the company towards pre- operative expenses is shown as recoverable from

the said subsidiary in note no. 15. The shareholding pattern of the company is as under:

Percentage No. ofof Holding Shares

a. Hind Aluminium Industries Ltd. 65.00 650b. Associated Aluminium Products Pvt. Ltd. 35.00 350


Year March 31, 2016

`


March 31, 2015 `

Particulars


42



Note : 25 - Value of Imports calculated on CIF basis :

Trading:(` In Lakhs) ( ` In Lakhs)

Steel Wire 194.00 83.09Manufacturing:Steel 1,340.89 -

Note : 26 - Expenditure in Foreign Currency :Travelling Expenses 8.15 2.60Legal & Professional Expenses 37.14 -Tender Fees 1.33 -

Note : 27 - Deferred Tax :A The Net Deferred Tax Liability of ` 42,46,777/- [ Previous Year :` 13,24,012/-] for the year has been provided in the Profit and Loss Account.B Break up of Deferred Tax Liabilities and Assets into major components of the respective balances are as under :

` Deferred Tax Liabilities :Depreciation 3,46,46,582 42,46,777 3,88,93,359

Total 3,46,46,582 42,46,777 3,88,93,359Deferred Tax Assets : - - -

Total - - -Net Deferred Tax Liability 3,46,46,582 42,46,777 3,88,93,359

As at Profit & Loss As at31-03-2014 Account 31-03-2015

Deferred Tax Liabilities :Depreciation 3,33,22,570 13,24,012 3,46,46,582Others - - -

Total 3,33,22,570 13,24,012 3,46,46,582Deferred Tax Assets : - - -

Total - - -Net Deferred Tax Liability 3,33,22,570 13,24,012 3,46,46,582

Note : 28 - Calculation of Earnings per Equity Share [ EPS ] :The numerators and denominators used to calculate the basic and diluted EPS are as follows :

2016 2015a Profit after tax attributable to Shareholders ` 9,00,86,806 7,28,36,438b Basic and weighted average number of Equity

shares outstanding during the year Nos. 63,00,200 Nos. 63,00,200c Nominal value of equity share 10 10d Basic EPS 14.30 11.56e Diluted EPS 14.30 11.56

March 31, 2016 March 31, 2015

As at INR -Charge for the year to As at31-03-2015 As at Profit & Loss Account 31-03-2016

` `

Previous year

`

` ` ` ` ` `

43

Note: 29 - Primary Segment Information (by product segment): ` in Lakhs

Segment Revenue 31.03.2016 31.03.2015 31.03.2016 31.03.2015 31.03.2016 31.03.2015 31.03.2016 31.03.2015 31.03.2016 31.03.2015Gross Turnover 71,729.39 43,900.24 - - 247.62 244.61 - - 71,977.01 44,144.85Less: Intersegment Turnover - - - - - - - - - -External Turnover 71,729.39 43,900.24 - - 247.62 244.61 - - 71,977.01 44,144.85Segment Result beforeInterest and Taxes 1,865.23 1,026.21 (15.26) (14.29) 119.78 119.90 - - 1,969.75 1,131.82Add :Interest Income 216.79 282.61 - - - - - - 216.79 282.61Less:Interest Expenses 789.67 407.91 - - 45.68 4.92 - - 835.35 412.83Net Profit before Tax 1,292.35 900.91 (15.26) (14.29) 74.10 114.98 - - 1,351.19 1,001.60Prior Year Adjustments - - - - - - 35.85 - 35.85 -Provision for Current Tax - - - - - - 372.00 260.00 372.00 260.00Deferred Tax - - - - - - 42.47 13.24 42.47 13.24Profit after Tax 1,292.35 900.91 (15.26) (14.29) 74.10 114.98 - - 900.87 728.36Other InformationsSegment Assets 20,179.19 19,146.18 78.95 119.19 1,311.16 789.20 - - 21,569.31 20,054.57Total Assets 21,569.31 20,054.57Segment Liabilities 6,844.13 5,939.53 5.17 21.86 350.80 - - 7,200.10 5 ,961.39Total Liabilities 7,200.10 5,961.39Capital Expenditure /Trfd. 322.90 127.80 0.52 1.49 495.69 20.79 - - 819.11 150.08Depreciation 243.69 230.56 2.12 2.10 83.85 82.76 - - 329.66 315.42Non-cash expenses other than - - - - - - - - - -depreciation

Segment assets and segment liabilities represent assets and liabilities in respective segments.The assets and liabilities that cannot be allocated to a segment on reasonable basis have been disclosed as "Unallocable".

Minerals Power Unallocable TotalAluminium Product


Note : 30 - Related Party Transactions :

A. Name of the Related Party and Nature of the Related Party Relationship :Associates & Subsidiary Companies/concerns :a) Associates

Associated Aluminium Industries Pvt Ltd.Associated Aluminium Products Pvt Ltd.Nirav Commercials Ltd.Associated Non-Ferrous Metals Pvt Ltd.Dynavent Airsystems Pvt Ltd.Shubhmangal Portfolio Pvt Ltd.Dnyaneshwar Hydreed Seeds Co.Pvt Ltd.Urvi Estate Pvt.Ltd.Babydoll Wizkid Communication Pvt LtdDaga Capital Management Pvt LtdAssociated Industries Ltd. SFZ., Oman

b) Subsidiary CompaniesHind Power Products Pvt Ltd.Hind Alumunium Industries (Kenya) Ltd.

c) Directors and their relatives :Shri Lalit Kumar Daga - ChairmanShri Shailesh Daga - Managing Director (S/o Shri Lalit Kumar Daga - Chairman)

B. Statement pursuant to Section 129 (3) of the Companies Act,2013 related to Subsidiaries and Associate Companies: ` in Lakhs

Sr. Name of Subsidiaries / Associates Latest audited No.of Amount of Purchases Rent Loan Loan Security Sales InterestNo. Balance Sheet Shares Investment in Taken Repaid Deposit

Date Associates & Given c subsidiaries

Name of Subsidiaries which areyet to commence operations

1 Hind Power Products Pvt. Ltd. 31.03.2015 50000 5.00 - - - - - - -2 Hind Alumnium Industries (Kenya) Ltd. - 650 1.26 - - - - - - -

Names of Associate Companies:

1 Associated Aluminium Industries Pvt Ltd 31.03.2015 45000 4.50 24,757.72 - - - - 1,042.57 221.83

2 Nirav Commercials Ltd 31.03.2016 - - 274.90 230.24 - - 8.90 3 Associated Non-Ferrous Metals

Pvt Ltd 31.03.2015 - - - 3.00 - - 90.00 - -4 Dynavent Airsystems Pvt Ltd 31.03.2015 70 3.71 - 2.40 - - 75.00 - -5 Shubhmangal Portfolio Pvt Ltd 31.03.2015 - - 2.40 - - 75.00 - -6 Dnyaneshwar Hydreed Seeds Co.

Pvt Ltd 31.03.2015 500 6.84 - - - - - - -7 Urvi Estate Pvt.Ltd. 31.03.2015 90 9.00 - 1.80 - - - - -8 Babydoll Wizkid Communication

Pvt Ltd 31.03.2015 90 9.00 - 1.80 - - 15.78 - -9 Associated Aluminium Products

Pvt Ltd. 31.03.2015 90000 - -10 Associated Industries Ltd. SFZ. 31.12.2015 1,080.27

C. Details relating to persons referred to in item no. 30-A [c ] above : ( ` In Lakhs) ( ` In Lakhs)

Remuneration :

Shri. Shailesh Daga - Managing Director 21.00 18.00

Note : 31 - Contingent Liabilities and commitment to the extent not provided for :I) Contingent Liabilities :a Debts considered doubtful not provided for. - -b In respect of guarantees given by Banks and / or counter guarantees given Unacertainable Unacertainable

by the Company.c Other money for which the company is contingent liable:

The Income Tax Assessments of the Company have been completed up to 53,68,095 1,14,31,491Assessment Year 2012-13. Based on the decisions of the Appellate authorities andthe interpretations of other relevant provisions, the Company has been legallyadvised that the additional demand raised is likely to be either deleted orsubstantially reduced and accordingly no provision is considered necessary.

44


Year March 31, 2016


March 31, 2015


Note : 32 - Distribution of Proposed Dividend :

The Board of Directors, in its meeting held on 6th June,2016 recommended the final dividend of ̀ 1.60 per equity share. If the same is approved by the share holders in the annual general meeting, there will be an appropriation of ̀ 1,21,32,437/- from surplus out of which ̀ 1,00,80,320/- as proposed dividend and ̀ 20,52,117/- as net corporate dividend tax.

Note : 33 - Corporate Social Responsibility (CSR):

The Company has not spent the required amount in terms of provisions of section 135 of the companies,Act 2013 on Corporate Social Responsibility. During the year the company has incurred an amount towards the above mentioned activities as under:a. Gross amount required to be spent by the company during the year ̀ . 21,01,716/- (previous year ̀ 17,20,328/-)b. Amount spent during the year by the company ` 10,10,000/- (previous year `. 93,400/-).Indirectly Expended through

donation to Charitable Trust ̀ 10,10,000/-.

Note : 34 The Original certificate of NSC VIth issue deposited with sales tax office, Daman (U.T.) as security for registration is yet to be encashed after maturity.

Note : 35 Miscellaneous Expenses shown in Note- 23 for Other Expenses includes sundry balances written off ` 2,03,576/-(Previous year ` 88,315/-) and Other Non Operating Income shown in Note no. 18 includes Miscellaneous balances written back (net) ̀ .4,33,716/-(Previous Year ̀ 3,23,483).

Note : 36 The price variation claim of ̀ 1,24,26,169/- (previous year ̀ Nil) is reduced from sales and sundry debtors during the year under review as the same is not accepted and confirmed by the customer.

Note : 37 Certain balances in respect of Unsecured Loans, Sundry Debtors, Sundry Creditors and Loans & Advances are subject to confirmation by respective parties.

Note : 38 Previous year's figures have been regrouped / rearranged wherever necessary to confirm to the current year grouping.

Signature to Notes 1 to 38




CA. SUDHIR GOEL - WHOLE - TIME DIRECTOR



CA. MUKESH P. MODY PartnerM.No.FCA 042975Place : MumbaiDated : 6th June, 2016

MAHENDRA KUMAR JAIN


45


46

2015-2016 2014-2015(`) (`)

A) CASH FLOW FROM OPERATING ACTIVITIESNet Profit Before Tax and Extraordinary Items 13,51,18,149 10,01,60,450Adjustments For :Depreciation 3,29,65,733 3,15,40,955Interest & L.C. Discounting (Net) 6,18,56,207 1,30,21,321Profit on commodities transactions - (1,500)Loss on sale of Fixed Assets 6,27,268 -Profit on sales of Fixed Assets (2,90,000) -Dividend Income (84,002) (76,391)

9,50,75,206 4,44,84,385Operating Profit Before Working Capital Changes 23,01,93,355 14,46,44,835Adjustments For :Trade and Other Receivables (14,33,49,558) (38,80,82,978)Inventories 2,37,78,119 (24,83,63,015)Trade Payables 12,26,35,916 20,46,15,772

30,64,477 (43,18,30,221)Cash Generated From Operations 23,32,57,832 (28,71,85,386)Direct Taxes Paid (4,08,44,396) (1,28,27,903)

(4,08,44,396) (1,28,27,903)Cash Flow before Extraordinary Items 19,24,13,436 (30,00,13,289)Net Cash from Operating Activities A 19,24,13,436 (30,00,13,289)B) CASH FLOW FROM INVESTING ACTIVITIESNon Current Investment (4,54,203) (9,48,431)Long term Loans and Advances (4,97,46,518) (4,64,64,058)Purchases of Fixed Assets (8,19,10,688) (1,50,07,751)Sales of Fixed Assets 6,90,000 -Profit on commodities transactions - 1,500Dividend Received 84,002 76,391Net Cash used in Investing Activities B (13,13,37,407) (6,23,42,349)C) CASH FLOW FROM FINANCING ACTIVITIESRepayment of Borrowings 88,21,441 38,67,67,855Interest & L.C. Discounting (Net) (6,18,56,207) (1,30,21,321)Dividend Paid (94,50,300) (94,50,300)Tax on Dividend Paid (19,23,777) (16,06,078)Net Cash (Used in)/ generated fromFinancing Activities C (6,44,08,843) 36,26,90,156Net increase / (Decrease) in Cash and Cash equivalents (33,32,814) 3,34,518Opening Balance of Cash and Cash equivalents 7,84,62,939 7,81,28,421Closing Balance of Cash and Cash equivalents 7,51,30,125 7,84,62,939

CASH FLOW STATEMENT FOR THE YEAR ENDED 31st MARCH 2016

To AUDITOR'S CERTIFICATEThe Board of DirectorsHind Aluminium Industries Ltd.B-1, Tulsi Vihar, Dr. A. B. Road, Worli Naka, Mumbai - 400 018We have examined the attached Cash Flow Statement of Hind Aluminium Industries Ltd. for the year ended 31st March, 2016. The Statement has been prepared by the Company in accordance with the requirements of SEBI ( Listing Obligation and Disclosure Requirement) Regulation, 2015, and in agreement with the corresponding Profit & Loss Account and Balance Sheet of the Company covered by our report of even date to the members of the Company. FOR MOTILAL & ASSOCIATES

Chartered AccountantsDated: 6th June ,2016Place : Mumbai

CA. Mukesh P. MODY Partner

M.No.FCA 042975



CA. MUKESH P. MODY PartnerM.No.FCA 042975Dated : 6th June ,2016Place : Mumbai




CA. SUDHIR GOEL - WHOLE - TIME DIRECTOR

MAHENDRA KUMAR JAIN



NOTES

47


Hind Aluminium Industries LimitedCIN:L28920MH1987PLC043472

Registered Office: B-1, Tulsi Vihar Dr. A.B. Road, Worli Naka, Mumbai-400018Telephone : 022-40457100 Fax: 022-24936888;

e-mail:[email protected]; website:www.associatedgroup.com/hail/investors.htm

FORM NO. MGT-11PROXY FORM

[Pursuant to Section 105(6) of the Companies Act, 2013 and Rule 19(3) of the Companies (Management and Administration) Rules, 2014]

Name of the Member(s) :

Registered address :

E- mail Id :

Folio No. / Client ID No. : DP ID No. :

I/ We, being the member(s) of : Shares of Hind Aluminium Industries Limited, hereby appoint

1.Name : E- mail Id :

Address :

Signature :

or failing him/her


Address:

Signature :

or failing him/her


Address :

Signature :

As my/our proxy to attend and vote (on a poll) for me/us and on my/ our behalf at the twenty-nineth Annual General Meeting of the Company to be held on Monday, August 22nd, 2016 at 11.00 a.m. at Maheshwari Pragati Mandal- Mumbai,1st Floor, Maheshwari Bhavan, 603, Jagannath Shankar Sheth Marg,

Tear

Here

#

48


Chira Bazar, Marine Lines(East), Mumbai- 400002 and at any adjournment thereof in respect of such resolutions as are indicated below:

Signed: this day of , 2016

Signature of Member(s) :

Signature of Proxy holder(s) :

Notes:This Form in order to be effective should be duly completed and deposited at the Registered office of the Company at B-1, Tulsi Vihar, Dr. A.B. Road, Worli Naka Mumbai- 400018, not less than 48 hours before the commencement of the Meeting.

Item Description of Resolutions No. of equity (FOR) (AGAINST)shares I /We assent to I/ We dissent

No. held by me the resolution the resolution

Ordinary Business1 To consider & adopt the Audited

Financial Statement of the Companyfor the financial year ended March 31, 2016 together with the reports ofthe Board of Directors and Auditors thereon;

2 Declaration of Dividend on Equity Shares for the year ended 31st March, 2016

3 To appoint a Director in place of Shri Lalit Kumar Daga (DIN-00089905) who retire by rotation and, being eligible, offers himself for re-appointment.

4 Ratification of appointment of M/s. Motilal & Associates as Statutory Auditors of the Company.

Special Business5 To consider re-appointment of

Shri Shailesh Daga as a Managing Director of the Company.

6. To consider the revision in remuneration of CA. Sudhir Goel, Whole-Time Director of the Company.

49

Affix revenue stamp of

` 1


ATTENDANCE SLIP

HIND ALUMINIUM INDUSTRIES LTD.Regd. Office : B-1, Tulsi Vihar, Dr. Annie Besent Road, Worli Naka, Mumbai - 400018

PLEASE FILL ATTENDANCE SLIP AND HAND OVER AT THE ENTRANCE OF THE MEETING VENUEJoint Shareholders may use photocopy of this attendance Slip

DP. ID*

Client Id*

Regd. Folio No.

NAME AND ADDRESS OF THE SHAREHOLDER

No. of Share(s) held :

Tear

Here

#

Note : Shareholder / Proxy holder desiring to attend the meeting should bring this copy ofthe Annual Report for reference at the Meeting.

*Applicable for investors holding shares in electronics form.

I hereby record presence at the 29th Annual General Meeting of the Company held on Monday, August 22nd, 2016 at 11.00 a.m. at “Maheshwari Prgati Mandal - Mumbai” 1st Floor, Maheshwari Bhavan,603, Jagannath Shankar Sheth Marg, Chira Bazar, Marine Lines (E), Mumbai - 400 002

Signature of Shareholder or proxy holder

50


BOOK-POST

If undelivered, please return to :


Regd. Office : B-1, Tulsi Vihar,Dr. Annie Besent Road, Worli Naka,

Mumbai - 400 018.

Printed by : S H V MULTIPRINTS - 09821309633

HIND ALUMINIUM INDUSTRIES LIMITED

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