hawkins cooker ltd 2010

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A *° 4..̂Annual i d- 10

A AAAJOR STRENGTH

HAVi/KINS DEALERS

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FINANCIAL PERFORMANCE: LAST FIVE YEARS

SALES (INCLUDING EXCISE DUTY)Rs. CRORES

295.41

254.66

217.52

184

145.16

'05-'06 '06-'07 '07-'08 '08-'09 '09-'10

PROpiTLAFTER TAXRs. GR&'RES >

36.84

19.12

'05-'06 '06-'07 '07-'08 '08-'09 '09-'10

"RETURN ON NET WORTH .

112.3%

49.7%

31.0%

05-'06 '06-'07 '07-'08 '08-'09 '09-'10

DIVIDENDRUPEES PER SHARE

40.00

20.00

10.007.00

5.00

'05-'06- '06-'07 '07-'08 '08-'09 '09-'10PROPOSED

1 CRORE = 10 MILLION





SEESPECIAL INVITATION

ON PAGE 8

Hawkins Cookers LimitedRegistered Office; Maker Tower F 101, Cuffe Parade, Mumbai 400 005

NOTICE;NOTICE is hereby given that the 50th Annual General

Meeting of the shareholders of the Company will be heldon Thursday, the 29th day of July, 2010, at Jai Hind CollegeHall, 'A' Road, Churchgate, Mumbai 400020 at 4,00 p.m. totransact the following business:

Ordinary Business

1. To receive and adopt the audited Profit and LossAccount for the year ended March 31, 2010, and theBalance Sheet as at March 31, 2010, and Directors' andAuditors' Reports thereon.

2. To declare a dividend.

3. To appoint a Director in place of Mr. M. A. Teckchandaniwho retires by rotation and, being eligible, offers himself forreappointment.

4. To appoint a Director in place of Mr. Shishir K, Diwanjiwho retires by rotation and, being eligible, offers himself forreappointment.

5. To appoint Auditors to hold office from the conclusionof this Annual General Meeting until the conclusion of thenext Annual General Meeting and to fix their remuneration.

Special Business

6. To consider and, if thought fit, to pass, with or withoutmodification(s), the following resolution as an ORDINARYRESOLUTION:

"RESOLVED that Mr. Brahm Vasudeva, in respect ofwhom the Company has received notices in writing u/s257 of the Companies Act, 1956, from some membersproposing his candidature for the office of Director, beand is hereby reappointed a Director of the Company witheffect from April 26, 2011, for a period of five years and heshall not be liable to retire by rotation during this tenure."

7. To consider and, if thought fit, to pass, with or withoutmodification(s), the following resolution as a SPECIALRESOLUTION:

"RESOLVED that pursuant to Sections 297, 309 and314(1) and other applicable provisions, if any, of theCompanies Act, 1956, and subject to the approval of theCentral Government and with such modifications that maybe prescribed in the said approval, the shareholders of theCompany hereby accord their approval to the Agreement withMr. Brahm Vasudeva, a Director, for availing advisory servicesfrom him for a period of five years with effect from April 26,2011, on the terms and conditions set out in the Agreementdated June 4, 2010."


"RESOLVED that pursuant to the provisions of Sections198, 269, 309, Schedule XIII and other applicable provisions,if any, of the Companies Act, 1956, the Company herebyapproves the reappointment of and remuneration payableto Mr. Subhadip Dutta Choudhury, as Vice-Chairman ofthe Board of Directors and Managing Director designatedas Chief Executive Officer for a period of three years witheffect from August 1, 2010, on the terms and conditions asstated in the Agreement dated June 4, 2010, between theCompany and Mr. Subhadip Dutta Choudhury."

9. To consider and, if thought fit, to pass, with or withoutrnodification(s), the following resolution as an ORDINARYRESOLUTION:

"RESOLVED that pursuant to the provisions of Sections198, 269, 309, Schedule XIII and other applicable provisions,if any, of the Companies Act, 1956, the Company herebyapproves the reappointment of and remuneration payableto Mr. M. A. Teckchandani as Wholetime Director designatedas Executive Director-Finance & Administration for a periodof three years with effect from November 12, 2010, onthe terms and conditions as stated in the Agreementdated June 4, 2010, between the Company andMr. M. A. Teckchandani."


"RESOLVED that pursuant to the provisions of Sections198, 269, 309, Schedule XIII and other applicable provisions,if any, of the Companies Act, 1956, the Company herebyapproves the appointment of and remuneration payable toMr. K. K. Kaul as Wholetime Director designated as ExecutiveDirector-Operations for a period of three years with effect fromJune 1, 2010, on the terms and conditions as stated in theAgreement dated June 1, 2010 between the Company andMr. K. K. Kaul."

n. To consider and, if thought fit, to pass, with or withoutmodification(s), the following resolution as a SPECIALRESOLUTION:

"RESOLVED that pursuant to the provisions of Section314(1B) and other applicable provisions, if any, of theCompanies Act, 1956, and subject to the approval of theCentral Government, the consent of the Company is hereby

1





accorded to Mr. Neil Vasudeva, son of Mr. Brahm Vasudeva,Chairman of the Board of Directors of the Company, to holdand continue to hold an office of profit in the Company asSenior Vice President - Marketing Projects with effect fromAugust 1, 2010, for a period of 5 years, and for payment ofrevised remuneration on the following terms and conditionswith effect from that date:

A) Basic Salary of Rs. 64,000 per month in thegrade of Rs. 48,000-4,000-1,12,000.

B) Variable Dearness Allowance linked to theBombay Consumer Price Index and other allowancessuch as fixed dearness allowance; educationallowance; profit incentive; Company's car withreimbursement of wages of driver or conveyanceallowance in lieu of the same; leave travel allowance;leave encashments and also other allowances,incentives, benefits, perquisites and amenities asapplicable to executives in the same grade and asmay be revised from time to time.

C) Provident fund, Superannuation Fund, GratuityFund, Group Life Insurance and Group PersonalAccident Insurance in accordance with the rules ofthe Company applicable to his grade and as maybe revised from time to time.

D) Perquisites such as housing, or house rentallowance in lieu of housing, furniture, fixtures,furnishings, appliances etc. at residence, medicalbenefits, residential telephone and internet connection,company loans, etc. as applicable to his grade andas may be revised from time to time.

E) Fixed bonus and variable incentive paymentslinked to profits as applicable to management staffof the Company."

"RESOLVED FURTHER that the Company herebyexpressly approves of:

1) The increments in the basic salary in the scale ofRs. 48,000-4,000-1,12,000 which are to be determinedannually on the basis of the annual performanceappraisal as is applicable to all management staff.

2) The grant of increase in variable dearnessallowance linked to the Bombay Consumer PriceIndex, which has reached Rs. 6,905 for May, 2010,and further changes thereto as may arise due to thechange of the Bombay Consumer Price Index,

3) A fixed bonus which is at present Rs, 10,000 perannum.

4) A Profit Incentive linked to profits applicable tohis grade as per the rules of the Company and asmay be revised from time to time.

5) A Profit Performance Incentive based uponhis performance as assessed by the Company andaccording to the rules of the Company applicable tohis grade and subject to a maximum of 0.60% of theCompany's net profits calculated as per Sections 199,349 and 350 of the Companies Act, 1956.

6) The grant of increases in the salary, variousallowances, incentives, perquisites and benefits inaccordance with the rules and regulations governingsuch salary, allowances, incentives, perquisitesand benefits in the Company as applicable tomanagement staff in the same grade and as maybe revised from time to time,

"RESOLVED FURTHER that the overall remunerationexpressly sanctioned by this Special Resolution shall bewithin the ceiling of Rs. 68 lakhs in any financial year."

"RESOLVED FURTHER that the designation andresponsibilities of Mr, Neil Vasudeva may be altered at anytime by the Board of Directors without the matter requiring afresh resolution by the Company so long as the terms andconditions of the remuneration applicable to him remainthe same as are contained in this resolution."

"RESOLVED FURTHER that the Board of Directors be andis hereby authorised severally to do all such acts, deeds andthings as it may consider necessary, expedient or desirablein order to give effect to this resolution."


"RESOLVED that pursuant to the provisions of Section309 and other applicable provisions, if any, of theCompanies Act, 1956, and Article 130A of the Articles ofAssociation of the Company, the Company be and ishereby authorised to pay commission not exceeding onepercent of the net profits of the Company as computedin the manner prescribed in Sections 198, 349 and 350and other applicable provisions, if any, of the CompaniesAct, 1956 to Non-Wholetime Directors of the Company orsome or any of them in such amounts or proportions andin such manner and in all respects as may be decided bythe Board of Directors (the "Board") whether such amountsor proportions be the same or different for all or any of suchDirectors."

"RESOLVED FURTHER that the aforesaid commissionshall be exclusive of the fees payable to such Directors forprofessional services rendered and for each meeting of theBoard or of a Committee or Sub-Committee of the Boardattended by such Directors."

"RESOLVED FURTHER that this Resolution shall beeffective for a period of five years commencing from April1, 2010."

"RESOLVED FURTHER that the Board of Directors beand is hereby authorised to take such steps as may benecessary, to give effect to this resolution."


"RESOLVED that in supersession of the previousresolution passed at the 34th Annual General Meeting ofthe Company held on August 26, 1994, and pursuant toapplicable provisions, if any, of the Companies Act, 1956,and the applicable provisions of the Articles of Association





of the Company, the consent of the Company be and ishereby accorded to the Board of Directors of the Companyto borrow moneys from time to time for carrying on businessof the Company where the moneys to be borrowed togetherwith the moneys already borrowed by the Company (apartfrom temporary loans obtained from the Company'sbankers in the ordinary.course of business) shall not exceedthe aggregate of the paid-up capital of the Company andits free reserves at that time,"

By Order of the Board

Mumbai Brahm VasudevaJune 24, 2010 Chairman

NOTES

1. A member entitled to attend and vote at the Meetingis entitled to appoint a proxy to attend and vote insteadof himself and such proxy need not be a member of theCompany. Proxies, in order to be valid, must be lodged atthe Registered Office of the Company not less than forty-eight hours before the commencement of the meeting.

2. Members/Joint shareholder(s)/Proxies are requestedto:

(a) bring the attendance slips duly completed tothe meeting and sign the same at the meeting inorder to obtain entry.

(b) bring their copy of the Annual Report with themto the Annual General Meeting.

(c) notify immediately the change of address/change in bank details if any, to the Company'sRegistrar and Share Transfer Agent, Link Intime IndiaPvt. Ltd., C-13, Pannalal Silk Mills Compound, L. B.Shastri Marg, Bhandup (West), Mumbai 400078,quoting their folio number. Members holding shares inthe dematerialised form are advised to inform changeof address/bank details to their respective DepositoryParticipants.

(d) submit their Electronic Clearing Service (ECS)mandates to the Company's Registrar and ShareTransfer Agent, Link Intime India Pvt. Ltd., at theaforesaid address.

3. The Register of Members and Transfer Books willremain closed from July 22, 2010, to July 29, 2010, bothdays inclusive.

4. Dividend, if approved at the meeting, will be madepayable to those Members whose names appear on theCompany's Register of Members on July 29, 2010 in respectof shares held in physical form. In respect of shares heldin dematerialised form, the dividend will be payable onthe basis of beneficial ownership as on July 21, 2010, as

per details furnished by the National Securities DepositoryLimited (NSDL) and the Central Depository Services (India)Limited (CDSL) for this purpose.

5. Dividend for the financial year ended March 31, 2004,and thereafter which remain unclaimed for a period of sevenyears will be transferred to the "INVESTOR EDUCATION ANDPROTECTION FUND" of the Central Government. Memberswho have not encashed their dividend warrant(s) for thefinancial year ended March 31, 2004, or thereafter arerequested to contact the Company's Share Transfer Agent,Link Intime India Pvt. Ltd.

6. Information required under Clause 49 IV G of theListing Agreement with the Bombay Stock Exchange (relating1p Corporate Governance) with respect to the Directorsseeking appointment/reappointment at the 50th AnnualGeneral Meeting is as follows:

Reappointment of Mr. Shishir K. Diwanji

Mr. Shishir K. Diwanji, 70 years of age, is an Advocate,Solicitor, Notary and a Senior Partner of Messrs. Desai &Diwanji, a firm of Advocates and Solicitors. He is a Directoron the Board of: ABC Bearings Ltd., Borax Morarji Ltd., HDFCTrustee Company Ltd., Protos Engineering Co. Pvt. Ltd.,Citadel Realty and Developers Ltd., Poddar Developers Ltd.(formerly known as Wearology Ltd,) and Windmere Hospitality(India) Pvt. Ltd. He is a Member of the Audit Committee ofABC Bearings Limited, Borax Morarji Limited, HDFC TrusteeCompany Limited and Citadel Realty & Developers Ltd. Heholds 2,475 shares of Hawkins Cookers Limited.

Reappointment of Mr. Brahm Vasudeva

Mr, Brahm Vasudeva, 74 years of age, has beenworking in your Company since 1968 as Vice-Chairmanand Managing Director and, from 1984, as Chairman andManaging Director, Mr, Vasudeva retired as WholetimeChairman and Chief Executive Officer on April 25, 2006,and with effect from April 26, 2006, he became a Non-Executive Director and Chairman of the Board of Directorsof the Company and was also appointed as Advisor to theCompany for a period of five years from that date. Overthis period, the Company has grown many-fold under hisleadership. Mr.Vasudeva is an Honours Graduate in Historyfrom Delhi University. Prior to joining Hawkins, Mr. Vasudevaworked for 10 years in Hindustan Lever Ltd. in Sales, Marketingand General Management. Mr. Vasudeva is at present onthe Board of a not-for-profit Company (under Section 25 ofthe Companies Act, 1956) namely, The Indian Society ofAdvertisers, He holds 1,832,332 shares of Hawkins CookersLimited.

Reappointment of Mr. Subhadip Dutta Choudhury

Mr. Subhadip Dutta Choudhury, 42 years of age,joined the Company in 1992 as a Management Traineeand worked for 8 years as a Sales Manager in variousregions with increasing levels of responsibility. He moved toMarketing as Vice President in 2000. He was elected by theMembers as a Wholetime Director designated as ExecutiveDirector-Marketing in 2004 and as Vice Chairman of theBoard of Directors and Managing Director designated asChief Executive Officer in 2006. Mr. Dutta Choudhury holdsa B. Tech Degree in Electrical Engineering from Indian





Institute of Technology, Kharagpur, and a Post GraduateDiploma in Business Administration from Indian Institute ofManagement, Calcutta.

Reappointment of Mr. M. A. Teckchandani

Mr. M. A. Teckchandani, 62 years of age, joinedthe Company in 1983 as Vice President-Finance and in1997 took over the technical operations of the Companyas Senior Vice President-Technical. He was elected by theMembers as a Wholetime Director designated as ExecutiveDirector-Operations in 2001. Effective June 1, 2010, he wastransferred to the position of Executive Director-Finance& Administration. Mr. Teckchandani holds a B.E. Degreein Electrical Engineering from the Regional EngineeringCollege, Durgapur, and a Post Graduate Diploma inBusiness Administration from Indian Institute of Management,Ahmedabad, Prior to joining the Company, he was GeneralManager-Finance with Bright Brothers Ltd,

Appointment of Mr. K. K.Kaul

Mr. K. K. Kaul, 55 years of age, joined the Companyin 1984 as General Materials Manager. He has served thecompany for 25 years at growing levels of seniority and wasExecutive Vice President-Technical prior to his appointmentas Executive Director-Operations. Mr. Kaul holds a B.E. (Hans)Degree in Mechanical Engineering from BITS (Birla Institute ofTechnology & Science), Pilani and a Post Graduate Diplomain Industrial Engineering from NITIE (National Institute forTraining in Industrial Engineering), Mumbai. Prior to joiningthe Company, he was Assistant Manager (Material Planning& Control) with Premier Automobiles Limited.

7. An explanatory statement of the Special Businesspursuant to Section 173 (2) of the Companies Act, 1956,in respect of item nos. 6 to 13 is given below:

Item No. 6 of the Notice

The term of appointment of Mr. Brahm Vasudevaas Non-Executive Director of the Company will come toan end on April 25, 2011. The Company has receivednotices u/s 257 of the Companies Act, 1956 from somemembers proposing the name of Mr. Brahm Vasudeva forreappointment as -Director with effect from April 26, 2011.

The Directors are of the view that the reappointmentof Mr. Brahm Vasudeva as a Director of the Company is inthe interest of the Company.

The Board of Directors recommends the OrdinaryResolution for your approval.

None of the directors other than Mr. Brahm Vasudevais concerned or interested in this item of business.


The term of appointment of Mr. Brahm Vasudevaas Advisor to the company will come to an end on April25, 2011. In the period that Mr. Vasudeva has functionedas the Advisor to the Company since April 26, 2006, theCompany has done well. At its Meeting held on May 29,2010, the Board of Directors felt that it is in the interest ofyour company to reappoint Mr. Vasudeva as Advisor to

the Company with effect from April 26, 2011, for a periodof five years for which (apart from being reimbursed for alltravel, telephone and conveyance costs including car anddriver's services incurred for the purpose of the business ofthe Company) following benefits shall be extended to him:

1. Medical reimbursement for Mr. Brahm Vasudevaand his wife,

2. Travel cost for his accompanying wife when hetravels for business purposes.

3. Free telephone and internet facility at hisresidence for personal use.

4. Car and driver's services for his personal use.

Mr. Brahm Vasudeva joined the Company as Vice-Chairman and Managing Director in 1968 and becameChairman and Managing Director in 1984. Prior to joiningthe Company he was in employment with Hindustan LeverLimited for 10 years. He is a graduate in History from St.Stephens' College, Delhi. In 1981, Mr. Vasudeva attendedthe Harvard Business School's Advanced ManagementProgramme. He was the first Chairman of the AdvertisingStandards Council of India and also the first Chairman ofthe Media Research Users Council, He is at present on theBoard of the Indian Society of Advertisers.

As per Section 314(1) of the Companies Act, 1956,the consent of the Members of the Company in theGeneral Meeting is required for a Director to hold a placeof profit. Your directors are of the view that considering thelong experience and expertise of Mr. Brahm Vasudeva inthe pressure cooker industry and also considering his longexperience and expertise in the field of marketing andadvertising, it will be beneficial for the Company to avail hisadvisory services as and when needed by the Companyand accordingly recommend the Special Resolution foryour approval.

The Agreement between Mr. Brahm Vasudeva andthe Company is available for inspection by the membersat the registered office of the Company from 10.00 a.m. to1.00 p.m. on all working days of the Company.

None of the directors other than Mr. Brahm Vasudevais concerned or interested in this item of business,


Mr. Subhadip Dutta Choudhury's appointment as ViceChairman of the Board of Directors and Managing Directordesignated as Chief Executive Officer of your Companycomes to an end on July 31, 2010. At its meeting on May29, 2010, the Board of Directors felt that it is in the interestof your Company to reappoint Mr. Dutta Choudhury in hispresent position for a period of three years from August 1,2010. The main terms and conditions of the Agreement aresummarised as follows:

Salary: Rs. 2,08,333 per month. Commission on netprofits: at the rate of 2%. Provident Fund/Superannuation/Annuity Fund/Pension Fund contributions: as per rules of theCompany, Gratuity: half a month's salary for each year ofservice. Company owned/leased accommodation is to beprovided for which 10% of the salary to be deducted; in case





no accommodation is provided, House Rent Allowance @60% of salary. Leave Travel Allowance: Rs. 40,000 per annum.Car: for business and personal use. Telephone and Internet:free at residence, also one Mobile connection to be provided(long distance personal calls excluded). Medical expensesincurred by Mr. Dutta Choudhury and family to be borne bythe Company; medical insurance at a cost not exceedingRs. 25,000 per annum for Mr. Dutta Choudhury and his familymay be arranged - the Company to use such insurance todefray expenses covered by it. Personal Accident Insuranceand Life Insurance at an annual premium not exceedingRs. 15,000 and Rs.40,000 respectively. Club fees excludingLife membership and Admission fees for a maximum of twoclubs to be borne by the Company. Furniture, furnishingsand appliances to be provided by the Company as perCompany rules. Leave as per rules of the Company;encashment of leave at the end of the tenure. In case ofinadequate or no profits, salary and perquisites to be limitedto Rs. 1,50,000 per month excluding terminal benefits tothe extent permitted under Schedule XIII of the CompaniesAct, 1956. In case of adequate profits, total remunerationis subject to an overall ceiling of 4.5% of the net profitsof the Company computed as per Section 309 of theCompanies Act, 1956. Mr. Dutta Choudhury is requiredto maintain confidentiality of company information andnot to be involved directly or indirectly in any competitivebusiness. The designation of and allocation of work toMr. Dutta Choudhury may be altered by the Board withoutaffecting any other term or condition. Agreement isterminable by three months' notice given by either party.Ceasing of employment causes end of Directorship. In caseof dispute, arbitration under The Arbitration and ConciliationAct, 1996, is mandatory.

A copy of the Agreement between the Companyand Mr. Subhadip Dutta Choudhury is available forinspection by Members at the Registered Office of theCompany between 10.00 a.m. to 1.00 p.m. on all workingdays of the Company. An Abstract under Section 302 ofthe Companies Act, 1956 has already been circulated tothe Members.


None of the Directors other than Mr. SubhadipDutta Choudhury is concerned or interested in this item ofbusiness.


At the Annual General Meeting of the Companyheld on July 30, 2007, the Members had approved theappointment of Mr. M.A. Teckchandani as a WholetimeDirector of the Company, designated as Executive Director-Operations, for a period of three years from November 12,2007, on the remuneration as specified in the ExplanatoryStatement annexed to the Notice of the said Meeting.The Board of Directors of the Company, by a resolutionpassed at its meeting held on May 29, 2010, changed theresponsibilities and designation of Mr. Teckchandani fromExecutive Director-Operations to Executive Director-Finance& Administration with effect from June 1, 2010, up to theremaining tenure of his office, all other terms and conditions

of appointment of Mr. Teckchandani remaining unchangedincluding his remuneration as approved earlier by theMembers at the Annual General Meeting held on July 30,2007.

At its meeting on May 29, 2010, the Board ofDirectors felt that it is in the interest of your Company toreappoint Mr. Teckchandani as Executive Director-Finance& Administration for a period of three years from November12, 2010. The main terms and conditions of the Agreementare summarised as follows:

Salary: Rs.1,75,000 per month. Commission on netprofits: at the rate of 1.25%. Provident Fund/Superannuation/Annuity Fund/Pension Fund contributions: as per rules of theCompany. Gratuity: half a month's salary for each year ofservice. Company owned/leased accommodation is to beprovided for which 10% of the salary to be deducted; incase no accommodation is provided, House Rent Allowance@ 60% of salary. Leave Travel Allowance: Rs. 40,000 perannum. Car: for business and personal use. Telephone andInternet: free at residence, also one Mobile connectionto be provided (long distance personal calls excluded).Medical expenses incurred by Mr. Teckchandani and familyto be borne by the Company; medical insurance at a costnot exceeding Rs. 25,000 per annum for Mr. Teckchandaniand family may be arranged - the Company to use suchinsurance to defray expenses covered by it. PersonalAccident Insurance and Life Insurance at an annual premiumnot exceeding Rs. 15,000 and Rs. 40,000 respectively. Clubfees excluding Life membership and Admission fees fora maximum of two clubs to be borne by the Company.Furniture, furnishings and appliances to be provided by theCompany as per Company rules. Leave as per rules of theCompany; encashment of leave at the end of the tenure.In case of inadequate or no profits, salary and perquisitesto be limited to Rs. 1,50,000 per month excluding terminalbenefits to the extent permitted under Schedule XIII of theCompanies Act, 1956. In case of adequate profits, totalremuneration is subject to an overall ceiling of 3% of thenet profits of the Company computed as per Section 309of the Companies Act, 1956, Mr. Teckchandani is requiredto maintain confidentiality of company information andnot to be involved directly or indirectly in any competitivebusiness. The designation of and allocation of work to Mr.Teckchandani may be altered by the Board without affectingany other term or condition. Agreement is terminable bythree months' notice given by either party. Ceasing ofemployment causes end of Directorship. In case of dispute,arbitration under The Arbitration and Conciliation Act, 1996,is mandatory.

A copy of the Agreement between the Companyand Mr. M. A. Teckchandani is available for inspectionby Members at the Registered Office of the Companybetween 10.00 a.m. to 1.00 p.m. on all working days of theCompany. An Abstract under Section 302 of the CompaniesAct, 1956 has already been circulated to the Members.


None of the Directors other than Mr. M. A. Teckchandaniis concerned or interested in this item of business.






At its meeting held on May 29, 2010, the Board ofDirectors reviewed the progress made by Mr. K. K. Kaul andthe experience and expertise gained by him particularlyin the areas of materials management, manufacturing,research & development, quality control and technicalprojects. The Board of Directors felt that it is in the interestof your Company to appoint Mr. K. K. Kaul as a WholetimeDirector of the Company designated as Executive Director-Operations for a period of three years from June 1, 2010.The main terms and conditions of the Agreement aresummarised as follows:

Salary: Rs. 1,50,000 per month. Commission on netprofits: at the rate of 1%. Provident Fund/Superannuation/Annuity Fund/Pension Fund contributions: as per rules of theCompany. Gratuity: half a month's salary for each year ofservice. Company owned/leased accommodation is to beprovided for which 10% of the salary to be deducted; incase no accommodation is provided, House Rent Allowance@ 60% of salary. Leave Travel Allowance: Rs. 40,000 perannum. Car: for business and personal use. Telephone andInternet: free at residence, also one Mobile connection to beprovided (long distance personal calls excluded). Medicalexpenses incurred by Mr. Kaul and family to be borne bythe Company; medical insurance at a cost not exceedingRs. 25,000 per annum for Mr. Kaul and his family may bearranged- the Company to use such insurance to defrayexpenses covered by it. Personal Accident Insuranceand Life Insurance at an annual premium not exceedingRs. 15,000 and Rs. 40,000 respectively. Club fees excludingLife membership and Admission fees for a maximum of twoclubs to be borne by the Company. Furniture, furnishingsand appliances to be provided by the Company as perCompany rules. Leave as per rules of the Company;encashment of leave at the end of the tenure. In case ofinadequate or no profits, salary and perquisites to be limited toRs. 1,50,000 per month excluding terminal benefits to theextent permitted under Schedule XIII of the Companies Act,1956. In case of adequate profits, total remuneration issubject to an overall ceiling of 2.5% of the net profits of theCompany computed as per Section 309 of the CompaniesAct, 1956. Mr. Kaul is required to maintain confidentialityof company information and not to be involved directly orindirectly in any competitive business. The designation of andallocation of work to Mr. Kaul may be altered by the Boardwithout affecting any other term or condition. Agreementis terminable by three months' notice given by either party.Ceasing of employment causes end of Directorship, In caseof dispute, arbitration under The Arbitration and ConciliationAct, 1996, is mandatory.

A copy of the Agreement between the Companyand Mr. K. K. Kaul is available for inspection byMembers at the Registered Office of the Companybetween 10.00 a.m. to 1.00 p.m. on all working daysof the Company. An Abstract under Section 302 of theCompanies Act, 1956 has already been circulated to theMembers.


None of the Directors other than Mr. K, K. Kaul isconcerned or interested in this item of business.


At the 45th Annual General Meeting held on July 29,2005, the shareholders had passed a resolution for approvalof revised remuneration to Mr. Neil Vasudeva, son ofMr. Brahm Vasudeva, Chairman of the Board of Directorsof the Company in the grade of Vice President-MarketingProjects subject to an overall ceiling of Rs. 17 lakhs in afinancial year.

The Board of directors appointed a SelectionCommittee pursuant to Rule 4(7) of the Directors' Relatives(Office or Place of Profit) Rules, 2003, to consider thesuitability of promoting Mr. Neil Vasudeva as Senior VicePresident-Marketing Projects. The Selection Committeemet on May 26, 2010, and reviewed the performance ofMr. Neil Vasudeva and approved his selection as SeniorVice President-Marketing Projects. The Board of Directors atits meeting held on May 29, 2010 considered the reportof the Selection Committee and gave its approval forappointment of Mr. Neil Vasudeva as Senior Vice President-Marketing Projects with effect from August 1, 2010, for aperiod of five years with revised remuneration at a salaryof Rs. 64,000 per month in the grade of 'Rs. 48,000-4,000-1,12,000 with perquisites and benefits applicable to hisgrade subject to the approval of the shareholders andCentral Government.

Mr. Neil Vasudeva, 39 years of age, joined theCompany in 1997 as Senior General Manager-South ZoneSales and worked in the Sales department for seven years.Thereafter he worked in the Marketing department for sixyears and is currently Vice President-Marketing Projects. Priorto his joining your company, Mr. Neil Vasudeva worked forfour years in Sales in Reckitt & Colman of India Ltd. Mr. NeilVasudeva holds a Bachelor of Arts degree from St. Stephen'sCollege, Delhi University and has a Post Graduate Diplomain Business Management from XLRI, Jamshedpur.

The Board of Directors recommends the SpecialResolution for your approval.

None of the Directors other than Mr. Brahm Vasudevais concerned or interested in this item of business.

Item No. 12 of the NoticeWith the growing size, complexity and competition in

your Company's business, it is in your Company's interestto have the ability to retain and attract suitably qualifiedNon-Wholetime Directors. A special resolution was passedby the Members at the 45th Annual General Meeting heldon July 29, 2005, authorising the Board of Directors to paycommission to Non-Wholetime Directors. This resolution wasin effect from April 1, 2005 to March 31, 2010. A similarresolution is now proposed for a further period of 5 yearscommencing April 1, 2010, to authorise the Board of Directorsto pay commission to Non-Wholetime Directors, within thelimits prescribed in the resolution and the Companies Act,1956.

The Board of Directors recommends the SpecialResolution for your approval.





Mr. Brahm Vasudeva, Mr. J, M. Mukhi, Mr. Shishir K.Diwanji, Mr. Gerson da Cunha, General V. N. Sharma (Retd.)and Mr. B. K. Khare, Directors are deemed to be concernedor interested in this item of business.

None of the other Directors is concerned or interestedin this item of business.


At the 34th Annual General Meeting of the shareholdersof the Company held on August 26, 1994, the Companyhad authorised the Board of Directors to borrow moneysexceeding the aggregate of paid-up capital and freereserves of the Company, provided that the total amountborrowed would not exceed Rs. 15 crores. In view of thegrowth of the Company's business and paid-up capital andfree reserves over the last 16 years, the limit of Rs. 15 croresis now well under the aggregate of the paid-up capitaland free reserves of the Company and has lost its originallyintended meaning. It is therefore proposed that the approval

of the shareholders be obtained for borrowing moneys upto the aggregate of the paid-up capital of the Companyand its free reserves as permitted under the Companies Act,1956.

The Board of directors recommends the SpecialResolution for your approval.

None of the directors of the Company is concernedor interested in this item of business,

By Order of the Board

MumbaiJune 24, 2010

Brahm VasudevaChairman

SPECIAL INVITATION OVERLEAF





June 24, 2010

Dear Shareholder,

Special Invitation to a Film Show

In celebration of the Company's Golden Jubilee, we have produced a 75-minute filmtitled We Are Hawkins. You are cordially invited to see this film on the day and at the venue ofthe AGM at a time which will enable you to attend the film show and the AGM convenientlywithout making two trips.

As stated in the Notice of the AGM, the venue is Jai Hind College, Churchgate and thedate is Thursday, July 29, 2010. The film show shall precede the AGM. You will need to provideyour attendance slip at the venue in order to obtain passes for the film show and the AGM anda coupon for light refreshments. The programme is as follows:

1:30 pm: Registration opens

2:00 pm: Please take your seats in the Auditorium

2:10 pm: Welcome address by the Chairman

2:15 pm: Film show begins

3:30 pm: Light refreshments outside the hall

4:00 pm: AGM begins

Looking forward to welcoming you at the film show and the AGM and with best wishes,

Yours sincerely.

Brahm VasudevaChairman of the Board of Directors




SANSCO SERVICES - AnnuaTReports Library Services - www.sansco.net

HAWKINS COOKERS LIMITED ANNUAL REPORT 2009-10

CONTENTS Page

A Major Strength: Hawkins Dealers Front Cover

Financial Performance: Last Five Years Inside Front Cover

Directors' Report 2

Corporate Governance Report 6

Auditors' Report 10

Balance Sheet 12

Profit & Loss Account 13

Cash Flow Statement 14

Schedules 15

Striving for Excellence: Hawkins Workers & Managers Inside Back Cover

Hawkins Most Valuable Asset: Satisfied Consumers Back Cover

BOARD OF DIRECTORS

J. M. Mukhi Shishir K. Diwanji Gerson da Cunha Gen. V. N. Sharma (Retd.) B, K. Khare

S. Dutta Choudhury M. A. Teckchandani K. K. KaulVICE-CHAIRMAN & CHIEF EXECUTIVE OFFICER EXECUTIVE DIRECTOR - FINANCE & ADMINISTRATION EXECUTIVE DIRECTOR - OPERATIONS

Brahm VasudevaCHAIRMAN

COMPANY SECRETARY AUDITORS

Hutoxi Bhesania Deloitte Haskins & Sells

REGISTERED OFFICE SOLICITORS

Maker Tower F 101, Cuffe Parade, Mumbai 400 005 India Crawford Bayley & Co.Tel: 22186607 Fax: 2218 11 90

www.hawkinscookers.com

REGISTRAR AND SHARE TRANSFER AGENT BANKERS

Link Intime India Pvt. Ltd. Dena BankC-l 3, Pannalal Silk Mills Compound, Punjab NatjOnal Bank

L. B. Shastri Marg, Bhandup (West), Mumbai 400 078Tel: 2596 38 38 / 2594 69 70 Fax: 2596 26 91 The Saraswat Co-operative Bank Limited

email: [email protected] Corporation Bank





D I R E C T O R S ' R E P O R T T O S H A R E H O L D E R S

We have the honour to present our fiftieth Annual

Report and Audited Statement of Accounts for the year

ended March 31, 2010. As mentioned in our report last year,

2008-09 was in fact our Golden Jubilee Year. In 2009-10,

we celebrated our Golden Jubilee appropriately by holding

functions at our plants and in Mumbai to which our associates,

vendors, employees and their families were invited. We

feel that these functions have significantly enhanced the

understanding and enthusiasm of our associates, vendors

and employees about your Company and its character.

2009-10 OPERATIONS: MAIN RESULTS

We are happy to report that both sales and profits

are the highest ever in the history of your Company. Sales

(including excise duty) in 2009-10 were Rs.2954 million; sales

net of excise duty were Rs.2856 million, up 18% over the

previous year. Profit before tax was Rs.558.8 million, up 90%over the previous year. Net profit after tax for the year was

Rs.368.4 million, up 93% over the previous year.

MANAGEMENT DISCUSSION AND ANALYSIS

Profit before tax as a percentage of sales in 2009-10was 18.9% as against 11.5% in the previous year. Profit after

tax as a percentage of sales in 2009-10 was 12.5% as against

7.5% in the previous year. The improvement in margins is

the result of higher sales and moderation in material costs.

Two new pressure cooker models were introduced

in 2009-10 and were very well received in the market - sales

of these models in the aggregate were 89 thousand units inthe launch year. Four new cookware items were similarly

launched for a total sale of 27 thousand units.

Pressure Cooker sales volume increased by 19% and

sales value by 1 7% over the previous year. The number of

directly transacting dealers has gone up to 4,815, an increase

of 29% on the previous'year. Despite our pressure cooker

production increasing from 22.9 lakh units to 28.0 lakh units,

we were not able to supply fully the demand for our pressure

cookers. Similarly, in cookware our demand has beensubstantially more than our ability to supply. Management

is working to implement plans to further increase supply of

all our products significantly in 2010-11.

Although material costs in 2009-10 as a whole were

significantly lower than the previous year, the trend of costs

during the year was upwards. At present, the materials

cost situation is uncertain and difficult to forecast.

Cash flow during the year, taking into account

operating, investing and financing activities, was very

comfortable. The increase in cash and bank deposits atthe end of the year is Rs.250 million over the opening

balance of Rs.144 million. The cash and bank deposits

as on March 31, 2010, is Rs.394 million. We have plans to

utilise these funds appropriately.

The number of employees as on March 31, 2010,

is 900. Morale of employees is high. Industrial relations are

normal. We have long-term settlements with our workers

and staff in place in all our plants and offices. We appreciate

very much the contribution of all our employees.

Control Systems

In our judgment, the company has adequate

financial and administrative systems and controls and an

effective internal audit function.

Risks and Concerns

All foreseeable risks that the Company mayencounter and concerns have been addressed in adocumented risk management framework which isreviewed by the Board from time to time.

Threats and Opportunities

The general inflationary trend in the Indian economy

is a cause for concern. While the cost of raw materials had

moderated, they may once again move up irrationally and

pose a threat. The Company continues to diligently watch

these trends and seeks effective cost controls and necessary

adjustment in prices as needed from time to time.

The continuing vitality of our brands - Hawkins, Future

and Miss Mary - and the general, buoyant growth rate of

the Indian economy augur well for your Company,

Outlook

In our judgement, the outlook for our business is

excellent. We are well-positioned to take advantage of

the growth of demand in our markets competitively and to

continue to increase our sales and profits handsomely.

All forward-looking statements in our report are

based on our assessments and judgments exercised in good

faith at this time. Of course, actual developments and/or

results may differ from our anticipation.

2009-10 OPERATIONS: OTHER ASPECTS

FOB value of exports was Rs. 114.8 million, down 10%

over the previous year mainly owing to delayed shipments

because of product scarcity. Foreign Exchange used in





the year under report was Rs.6.9 million (previous year:

Rs.l 0.4 million).

Information as per Section 217(2A) of the Companies

Act, 1956, is given in Appendix I. The expenditure on

Research and Development was Rs.l0.2 million, (previous

year: Rs.ll .1 million) - down by 8%. Required details are

given in Appendix II. Efforts continue in our factories and

offices to save energy wherever possible. None of the fixed

deposits maturing for payment prior to March 31, 2010,

remained unclaimed as on that date.

DIVIDEND AND APPROPRIATIONS

We are pleased to recommend Rupees Fortyper Share as dividend at the rate of 400% (previous year:

Rupees Twenty per share). Our recommendation takes intoaccount the profitability, circumstances and requirementsof the business.

Out of the amount available for appropriation of

Rs.457.8 million (previous year: Rs.258.2 million), we propose

• Rs.211.5 million as provision for dividend (previousyear: Rs.l05.8 million)

• tax on proposed dividend Rs.35.1 million (previousyear: Rs.l8.0 million)

• Rs.50.0 million transfer to General Reserve (previousyear: Rs.45.0 million) and

• Rs.l61.2 million as surplus carried to the BalanceSheet (previous year: Rs.89.5 million).

DIRECTORS' RESPONSIBILITY STATEMENT

The Board confirms that:

1. The directors -have taken proper and sufficient

care for the maintenance of adequate accounting recordsin accordance with the provisions of the Companies Act,1956, for safeguarding the assets of the Company andfor preventing and detecting fraud and other irregularities.

2. In the preparation of the Annual Accounts,

the applicable accounting standards have been followedand proper explanation given relating to materialdepartures. The directors have prepared the AnnualAccounts on a going concern basis.

3. The directors have selected such accounting

policies and applied them consistently and madejudgments and estimates that are reasonable and prudent

so as to give a true and fair view of the state of affairsof the Company at the end of the financial year and ofthe profit of the Company for that period.

Code of Conduct

The Board has formulated a Code of Conduct forall Directors of the Board and Senior Managers of the

Company. This Code has been posted on the website ofthe Company. All Directors and Senior ManagementPersonnel have affirmed compliance with the Code.A declaration to this effect signed by the Vice-Chairmanand Chief Executive Officer of the Company appearselsewhere in this Annual Report,

Corporate Governance

A separate section on Corporate Governanceforms part of our Report. A Certificate has been receivedfrom the Auditors of the Company regarding complianceof conditions of Corporate Governance as stipulatedunder Clause 49 of the Listing Agreement with the StockExchange. Both appear elsewhere in the Annual Report.

DIRECTORS

The Company has received notices under section257 of the Companies Act, 1956 for reappointment ofMr. Brahm Vasudeva as a non-executive Director with effectfrom April 26, 2011, for which a suitable resolution is proposedfor your approval. Subject to his being elected asnon-executive Director, the Board has resolved at its meetingheld on May 29, 2010 to reappoint Mr. Vasudeva as thenon-executive Chairman of the Board of the Company for afurther period of five years with effect from April 26, 2011. Atits meeting held on May 29, 2010, the Board has alsoreappointed Mr. Vasudeva as an Advisor to your Companyfor a further period of five years subject to your approvalfor which a suitable resolution is also proposed.

The Board at its meeting held on May 29, 2010, hasreappointed Mr. Subhadip Dutta Choudhury as Vice Chairman& Chief Executive Officer for a further period of three yearswith effect from August 1, 2010, on revised terms subject toyour approval for which a suitable resolution is proposed.

At its meeting held on May 29, 2010, the Boarddecided to change the responsibilities and designation ofMr, M. A. Teckchandani from Executive Director - Operationsto Executive Director - Finance & Administration with effectfrom June 1, 2010, with all other terms of his appointmentremaining unchanged. Mr. Teckchandani retires by rotationand, being eligible, offers himself for reappointment forwhich a suitable resolution is proposed for your approval.The Board also reappointed Mr. M. A. Teckchandani asExecutive Director - Finance & Administration for a furtherperiod of three years with effect from November 12, 2010,on revised terms subject to your approval for which asuitable resolution is also proposed.

The Board at its meeting held on May 29, 2010,appointed Mr. K. K. Kaul as a Wholetime Director of theCompany designated as Executive Director - Operations





D I R E C T O R S ' R E P O R T continued

for a term of three years with effect from June 1, 2010,

subject to your approval for which a suitable resolution is

proposed. Mr. Kaul has served in your Company as an

executive for the last 25 years at growing levels of

seniority and was Executive Vice President - Technical prior

to being appointed as Executive Director - Operations.

Mr. Shishir K. Diwanji, Director retires by rotation and,

being eligible, offers himself for reappointment for which

a suitable resolution is proposed for your approval.

AUDITORS

Messrs, Deloitte Haskins & Sells retire and, being

eligible, offer themselves for reappointment.

ON BEHALF OF THE BOARD OF DIRECTORS

MumbaiJune 21, 2010

BRAHM VASUDEVACHAIRMAN

D I R E C T O R S ' R E P O R T : A P P E N D I X I

Information as per Section 217 (2A) read with Companies (Particulars of Employees) Rules, 1975, forming part

of the Directors' Report for the year ended March 31, 2010

SR.NO.

1.

2.

3.

4.

5.

NAME

S. Dutta Choudhury

M. A. Teckchandani

K. Sundararaghavan(up till April 1 5, 2009)

K. K. Kaul

Tej Paul Sharma

AGE

42

62

64

55

48

DESIGNATIONNATURE OF DUTIES

Vice-Chairman& Chief

ExecutiveOfficer

ExecutiveDirector -

Operations

ExecutiveDirector -

Finance &Administration

ExecutiveVice President -

Technical

SeniorVice President -

Salesi

GROSSREMUNERATION

(RS.)

11,553,966

8,380,734

408,130

6,548,362

4,878,143

QUALIFICATION

B. Tech DegreeElectrical

Engineering,IIT, KharagpurPost Graduate

Diploma inBusiness

Administration,IIM, Calcutta

B. E. (Electrical),Post Graduate

Diploma inBusiness

Administration,IIM,

Ahmedabad

B. E.(Mechanical),Post Graduate

Certificatein General

Management,IIM,

Ahmedabad

B. E. (Hons.)(Mechanical),

BITS, PilaniPost GraduteDiploma inIndustrial

Engineering

B, Com

EXPERIENCE

(YEARS)

18

38

43

30

28

DATE OFCOMMENCEMENTOF EMPLOYMENT

18.05.1992

16.08.1983

12.10.1987

26.12,1984

14,11.1983

LAST EMPLOYMENT

NAME OFEMPLOYER

-

BrightBrothers

Ltd.

Xomos(India)

Ltd.

PremierAutomobiles

Ltd.

SpeedoSales

Corporation

POSITIONHELD

-

GeneralManagerFinance

OperationsManager

AssistantManager -

MaterialPlanning

andControl

Salesman





D I R E C T O R S ' R E P O R T : A P P E N D I X

Research & Development

Specific areas in which R&D efforts have been

carried out: Quality improvement of existing products and

design of new products. Benefits derived as a result: launch

of new products plus design and quality improvement/cost

reduction in existing products. Future plan of action: we

intend to support the R&D Centre and the Test Kitchen to

meet corporate objectives for quality improvement, cost

reduction and introduction of new products and consumer

service and support. Capital expenditure on R&D: Rs.0.05

million. Recurring expenditure: Rs. 10.1 million, 0.3% of totalturnover (previous year: Rs.10.9 million, 0.4%).

Technology Absorption, Adaptation & Innovation

Efforts made: The Company has relied upon internalgeneration. No technology has been imported for the lastfive years. As of 1 st April, 2009, the Company had 67 validpatents and design registrations in force in 5 countries.During the year 2009-10, 5 design registrations were granted

and 2 design applications were filed. Benefits derived: asdescribed above.

C O M P L I A N C E W I T H T H E C O D E O F C O N D U C T

The Board has formulated a Code of Conduct for all Directors and Senior Managers of theCompany which has been posted on the website of the Company. It is hereby affirmed that all Directors andSenior Managers have complied with the Code of Conduct framed by the Company and a confirmation to this effectfor the year 2009-10 has been obtained from all Directors and Senior Managers. There is no instance of non-compliance.

BY ORDER OF THE BOARD OF DIRECTORS

MumbaiMay 29, 2010

SUBHADIP DUTTA CHOUDHURY |VICE-CHAIRMAN & CHIEF EXECUTIVE OFFICER

A U D I T O R S ' C E R T I F I C A T E O N C O R P O R A T E G O V E R N A N C E

To the Members of Hawkins Cookers Limited

We have examined the compliance of the conditions of Corporate Governance by Hawkins CookersLimited, for the year ended on March 31, 2010, as stipulated in clause 49 of the Listing Agreement of the saidCompany with the Bombay Stock Exchange Limited, Mumbai (hereinafter referred to as clause 49).

The compliance of the conditions of Corporate Governance is the responsibility of the Management.Our examination has been limited to a review of the procedures and implementation thereof, adopted by theCompany for ensuring compliance of the conditions of Corporate Governance. It is neither an audit nor anexpression of opinion on the financial statements of the Company.

In our opinion and to the best of our information and according to the explanations given to usand the representations made by the directors and the management, we certify that the Company has complied,in all material respects, with the conditions of Corporate Governance as stipulated in clause 49.

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

For Deloitte Haskins & SellsChartered Accountants

(Registration No. 117366W)

MumbaiJune 21, 2010

R. K. HiranandaniPartner

(Membership No. 36920)





R E P O R T O N C O R P O R A T E G O V E R N A N C E

Company's Philosophy

Hawkins Cookers Limited believes in corporate governance that optimises results in the present and the long-term,duly balancing the expectations of all major stakeholders, consumers, employees, associates and shareholders. It achievesthe required results by focussing on technology, management and marketing in the area of durable products for consumers'kitchens. The Company is committed to transparency, fair dealings and the creation of value on competitive merit.

Board of Directors

Through the year under report, the Board of Directors comprised of a Non-Executive Chairman, a Vice-Chairman & ChiefExecutive Officer, one Executive Director (two Executive Directors for the period April 1 to April 15, 2009) and five independent,non-executive Directors. During the year, five Board Meetings were held: on May 30, 2009, July 31, 2009, September 22, 2009,October 31, 2009, and January 30, 2010. Directors' attendance record and other details are as follows:

NAME OF DIRECTOR

Brahm Vasudeva

Subhadip Dutta Choudhury

M. A. Teckchandani

K. Sundararaghavan(up till April 15, 2009)

J. M. Mukhi

Shishir K. Diwanji

Gerson da Cunha

General V. N. Sharma (Retd.)

B. K. Khare

POSITION

Promoter,Non-Executive Chairman

Vice-Chairman &Chief Executive Officer

Executive Director

Executive Director

Independent Director





BOARDMEETINGSATTENDED

5

5

5

None

2

5

3

4

5

WHETHERATTENDED LAST

AGM

Yes

Yes

Yes

No

Yes

Yes

Yes

Yes

No*

OTHERDIRECTORSHIPS

1

None

None

None

1

8

1

None

5

BOARD COMMITTEESOF OTHER COMPANIES

None

None

None

None

None

4 including one asChairman

None

None

1 (Chairman)

* Owing to his not feeling well at that time.

Audit Committee

The Audit Committee is charged with the responsibility to oversee the Company's financial reporting process anddisclosure of its financial information; to recommend the appointment of Statutory Auditors and the fixation of their fees;to review and discuss with the Auditors about the internal control system, the scope of audit including the observations ofthe Auditors, the adequacy of the internal audit system, major accounting policies, practices and entries, complianceswith accounting standards and the Listing Agreement entered into with the Stock Exchange and other legal requirementsconcerning financial statements and related party transactions, if any; to review the Company's financial and risk managementpolicies; to discuss with the internal Auditors any significant findings for follow-up thereon; and to review the quarterly,half yearly and annual financial statements before they are submitted to the Board of Directors. Minutes of the AuditCommittee Meetings are circulated to the Members of the Board, discussed and noted or acted upon, as required.

The Audit Committee consists of four independent, non-executive Directors. The Audit Committee met four times duringthe year and the attendance of Members at the Meetings was as follows:

NAME OF DIRECTOR

B. K. KhareShishir K. Diwanji

Gerson da Cunha


STATUS

Chairman

MemberMember

Member

NO. OF MEETINGS ATTENDED

4

4

3

4





Remuneration Committee

The Remuneration Committee consists of four independent non-executive Directors: Mr. J.M. Mukhi,Chairman, Mr. Shishir K. Diwanji, Mr. Gerson da Cunha and Mr. B. K. Khare. The role of the Remuneration Committee is toapprove the remuneration of Wholetime Directors under Section II of Part il of Schedule XIII of the Companies Act, 1956, in the eventof no profits or inadequate profits. No meeting of the Remuneration Committee was required or held during the year 2009-10.

Directors' Remuneration

The remuneration of executive directors for the year 2009-10 is as per the table below:

DIRECTOR

Subhadip Dutta Choudhury

M. A. Teckchandani

K. Sundararaghavan(up till April 1 5, 2009)

SALARY (Rs.)

2,000,000

1 ,800,000

75,000

PROVIDENT FUND,SUPERANNUATION& GRATUITY (Rs.)

636,154

572,538

23,856

PERQUISITES &ALLOWANCES

(Rs.)

126,963

147,630

65,084

COMMISSION(Rs.)

8,790,849

5,860,566

244,190

TOTAL(Rs.)

11,553,966

8,380,734

408,130

CONTRACT PERIOD

01 .08.2007 to31.07.2010

12. 11. 2007 to11.11.2010

12. 11. 2007 to15,04.2009

Benefits extended to Mr, Brahm Vasudeva, non-executive Director and Chairman of the Board for hisAdvisory Services for the year 2009-10 (as per contract approved by the Members at the 45th Annual GeneralMeeting of the Company held on 29th July, 2005, for a period of 5 years with effect from 26th April, 2006) were Rs.121,089.In addition, an office has been provided to the non-executive Chairman at the registered office of the Company.

The Board at its meeting held on May 29, 2010, resolved to pay commissions to the non-executive Directorsfor the year 2009-10 amounting to Rs.5,860,566 in the aggregate which is 1% of the applicable net profit of theCompany as per Section 309(5) of the Companies Act, 1956. The Board further resolved to distribute the saidamount amongst the non-executive Directors as noted in the table below which also shows the sitting fees paid:

DIRECTOR

Brahm Vasudeva

J. M. Mukhi

Shishir K. Diwanji

Gerson da Cunha


B. K. Khare

COMMISSIONPAYABLE FOR THE

YEAR 2009-1 0 (Rs.)

976,761

976,761

976,761

976,761

976,761

976,761

BOARDMEETINGS'FEES (Rs.)

100,000

40,000

100,000

60,000

80,000

100,000

COMMITTEEMEETINGS'FEES (Rs.)

65,000

165,000

130,000

50,000

50,000

TOTAL (Rs.)

1,141,761

1,016,761

1,241,761

1,166,761

1,106,761

1,126,761

Shareholding of Non-executive Directors as at 31.3.2010

DIRECTOR

Brahm Vasudeva

Shishir K. Diwanji

J. M. Mukhi

NO. OF SHARES HELD

1,832,332

2,475

5,345

©www.reportjunction.com




Shareholders' Grievance Committee

The Shareholders' Grievance Committee looks into the redressal of shareholders' complaints, if any. The number ofshareholders' complaints received during the year 2009-10 are 20 (previous year: 21) and all have been satisfactorilyresolved within the year except two which have been subsequently resolved. The Committee also approves requests forissue of new certificates on loss / consolidation / split / defacement / transmission / rematerialisation, etc. The Committeeconsists of two non-executive Directors, Mr. Shishir K. Diwanji, Chairman and Mr. Gerson da Cunha and two ExecutiveDirectors, Mr. Subhadip Dutta Choudhury and Mr. M. A. Teckchandani. Mrs. Hutoxi Bhesania, Company Secretary, isthe Compliance Officer. The Committee met eight times in 2009-10.

General Body Meetings

The last three Annual General Meetings were held as under:

FINANCIAL YEAR

2006-2007

2007-2008

2008-2009

DATE

30.7.2007

25.7.2008

31.7.2009

TIME

4:00 PM

4:00 PM

4:00 PM

LOCATION

Patkar Hall, SNDT Women'sUniversity, Mumbai

Patkar Hall, SNDT Women'sUniversity, Mumbai

Jai Hind College HallA Road, Churchgate,Mumbai

SPECIAL RESOLUTIONS PASSED

The approval and taking on record theapproval letter of Department of CompanyAffairs dated 23rd November, 2006 approvingthe amendment of the provisions relating to thenon-rotational directors of the Company.

None

None

No special resolutions were required to be put through postal ballot in the year 2009-10. No special resolutions onmatters requiring postal ballot are placed for shareholders' approval at the ensuing Annual General Meeting.

Disclosures

There were no transactions of a material nature with the Promoters, the Directors or the Management or relativesduring the year 2009-10, that may have any potential conflict with the interest of the Company at large. Transactions withrelated parties as per requirements of Accounting Standard 18 are disclosed in Note No, 14 forming part of the accounts inSchedule 16 and they are not in conflict with the interest of the Company at large.

There were no instances of non-compliance nor have any penalties, strictures been imposed by the Stock Exchangeor the Securities and Exchange Board of India or any other statutory authority during the last three years on any matter relatedto the capital markets,

Means of Communication

During the year, quarterly results were approved by the Board of Directors and submitted to the Stock Exchangein terms of the requirements of Clause 41 of the Listing Agreement. Quarterly results are published as required in prominentlocal daily newspapers, namely, The Economic Times and Maharashtra Times. The results are displayed on the Company's websitewww.hawkinscookers.com. No presentations have been made to institutional investors or to analysts. Management Discussionand Analysis is stated in the Directors' Report.

GENERAL SHAREHOLDER INFORMATION

The Annual General Meeting is to be held on Thursday, the 29th day of July, 2010, at 4.00 pm at Jai Hind CollegeHall, 'A' Road, Churchgate, Mumbai 400020.





The Financial Calendar this year is as follows:

May 29

Julys

July 22 to July 29

July 29

July 29

Annual Results of 2009-10

Mailing of Annual Report

Dates of Book Closure

First Quarter Results

Annual General Meeting

August 28 : Dividend of Rs.40 per share subject toapproval of the shareholders at the AnnualGeneral Meeting will be paid on or beforeAugust 28, 2010.

October end : Second Quarter Results

January end : Third Quarter Results

Stock Market Price Data for the Year 2009-2010

Listing of equity shares onStock Exchange: Mumbai.Stock Code: 508486

MONTH

April

May

June

July

August

September

October

November

December

January

February

March

COMPANY STOCK PRICES (Rs.)

HIGH

179

228

340

350

470

474

540

700

698

730

818

945

LOW

161

173

246

311

330

409

425

506

625

551

680

711

SENSEX INDEX

HIGH

11492

14931

15600

15733

16002

17143

17493

17290

' 17531

17790

16669

17793

LOW

9546

11621

14017

13220

14684

15357

15805

15331

16578

15982

15652

16438

The Company's Registrar and Share Transfer Agent (RTA) is Link Intime India Pvt. Ltd., having its registered office atC-13, Pannalal Silk Mills Compound, LBS Marg, Bhandup (West), Mumbai 400078. The RTA acknowledges and executestransfer of shares, arranges for issue of dividend, processes dematerialisation and rematerialisation of shares, receives anddeals with complaints from investors under the supervision and control of the Company.

Share Transfer System: The Company's shares are traded in the Stock Exchange in dematerialised mode. Shares inphysical mode which are lodged for transfer are processed and returned to the shareholders within the stipulated 30 days.

Dematerialisation of Shares: As on March 31, 2010, 49.90% of the Companys total shares representing 2,638,446shares were held in dematerialised mode and the balance 2,649,369 shares were held in physical mode.

Distribution of Shareholding as on March 31, 2010

CATEGORY

Banks/Financial Institutions

Mutual Funds/Unit Trust of India

Bodies Corporate

Foreign Institutional Investors

Promoters

Others

Total

NO. OF SHARES HELD

51,653

16,000

96,779

49,131

2,962,836

2,111,416

5,287,815

% SHAREHOLDING

0.98

0.30

1.83

0.93

56.03

39.93

100.00

Plant Locations: The Company's plants are located at Thane (Maharashtra), Hoshiarpur (Punjab) and inJaunpur District (UP).

Address for Communication: The Company's registered off ice is situated at Maker Tower F101,Cuffe Parade, Mumbai 400005, Maharashtra. Shareholders holding shares in dematerialised mode should addresstheir correspondence to their respective Depository Participant.

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A U D I T O R S ' R E P O R T T O T H E M E M B E R S O F HAWKINS C O O K E R S L I M I T E D

1 .We have audited the attached Balance Sheet of HAWKINSCOOKERS LIMITED ("the Company") as at 31st March, 2010,the Profit and Loss Account and the Cash Flow Statement ofthe Company for the year ended on that date, both annexedthereto. These financial statements are the responsibility of theCompany's Management. Our responsibility is to express anopinion on these financial statements based on our audit.

2. We conducted our audit in accordance with the auditingstandards generally accepted in India. Those Standards requirethat we plan and perform the audit to obtain reasonableassurance about whether the financial statements are freeof material misstatements. An audit includes examining,on a test basis, evidence supporting the amounts and thedisclosures in the financial statements. An audit also includesassessing the accounting principles used and the significantestimates made by the Management, as well as evaluating theoverall financial statement presentation. We believe that ouraudit provides a reasonable basis for our opinion.

3.As required by the Companies (Auditor's Report) Order,2003 (CARO) issued by the Central Government in termsof Section 227(4A) of the Companies Act, 1956, we enclosein the Annexure a statement on the matters specified inparagraphs 4 and 5 of the said Order.

4. Further to our comments in the Annexure referred to inparagraph 3 above, we report as follows:

(a) we have obtained all the information and explanationswhich to the best of our knowledge and belief werenecessary for the purposes of our audit;

(b) in our opinion, proper books of account as requiredby law have been kept by the Company so far as itappears from our examination of those books;

(c) the Balance Sheet, the Profit and Loss Account andthe Cash Flow Statement dealt with by this report arein agreement with the books of account;

(d) in our opinion, the Balance Sheet, the Profit and LossAccount and the Cash Flow Statement dealt with bythis report are in compliance with the AccountingStandards referred to in Section 211(3C) of theCompanies Act, 1956;

(e) in our opinion and to the best of our informationand according to the explanations given to us, thesaid accounts give the information required by theCompanies Act, 1956 in the manner so requiredand give a true and fair view in conformity with theaccounting principles generally accepted in India:

(i) in the case of the Balance Sheet, of the state ofaffairs of the Company as at 31 st March, 2010;

(ii) in the case of the Profit and Loss Account, of theprofit of the Company for the year ended on that date;and(iii) in the case of the Cash Flow Statement, of thecash flows of the Company for the year ended onthat date.

5.On the basis of the written representations receivedfrom the Directors as on 31st March, 2010 taken on recordby the Board of Directors, we report that none of theDirectors is disqualified as on 31st March, 2010 from beingappointed as a director in terms of Section 274(1 )(g) of theCompanies Act, 1956.



Mumbai: May 29, 2010



A N N E X U R E T O T H E A U D I T O R S ' R E P O R T(Referred to in paragraph 3 of our report of even date)

(i) In respect of its fixed assets:

(a) The Company has maintained proper recordsshowing full particulars, including quantitative details andsituation of the fixed assets.

(b) The fixed assets were physically verified duringthe year by the Management in accordance with a regularprogramme of verification which, in our opinion, provides forphysical verification of all the fixed assets at reasonable intervals.According to the information and explanation given to us, nomaterial discrepancies were noticed on such verification.

(c) The fixed assets disposed off during the year, inour opinion, do not constitute a substantial part of the fixedassets of the Company and such disposal has, in our opinion,not affected the going concern status of the Company.

(ii) In respect of its inventory:(a) As explained to us, the inventories were

physically verified during the year by the Management atreasonable intervals.

(b) In our opinion and according to the informationand explanations given to us, the procedures of physical

verification of inventories followed by the Managementwere reasonable and adequate in relation to the size of theCompany and the nature of its business.

(c) In our opinion and according to the informationand explanations given to us, the Company has maintainedproper records of its inventories and no material discrepancieswere noticed on physical verification.

(iii) (a) The Company has not granted any loans, securedor unsecured, to companies, firms or other parties listed inthe Register maintained under Section 301 of the CompaniesAct, 1956.

(b) In respect of loans, secured or unsecured, taken bythe Company from companies, firms or other parties covered inthe Register maintained under Section 301 of the Companies Act,1956, according to the information and explanations given to us:

(i) The Company has taken loans by way of fixeddeposits aggregating Rs. 9,650,000 from six parties duringthe year. At the year-end, the outstanding balance of suchloans taken aggregated Rs. 44,163,000 (number of parties:nine) and the maximum amount involved during the year wasRs. 44,163,000 (number of parties: nine).





(ii) The rate of interest and other terms and conditionsof such loans are, in our opinion, prima facie not prejudicial tothe interests of the Company.

(Hi) The payments of principal amounts and interest inrespect of such loans are regular/as per stipulations.

(iv) In our opinion and according to the information andexplanations given to us, having regard to the explanationsthat some of the items purchased are of special nature andsuitable alternative sources are not readily available for obtainingcomparable quotations, there is an adequate internal controlsystem commensurate with the size of the Company andthe nature of its business with regard to purchases of inventoryand fixed assets and the sale of goods. There are no sale ofservices, During the course of our audit, we have not observedany major weakness in such internal control system.

(v) In respect of contracts or arrangements entered inthe Register maintained in pursuance of Section 301 of theCompanies Act, 1956, to the best of our knowledge andbelief and according to the information and explanationsgiven to us:

(a) The particulars of contracts or arrangementsreferred to in Section 301 that needed to be entered inthe Register maintained under the said Section have beenso entered.

(b) Where each of such transaction is in excess ofRs.5 lakhs in respect of any party, the transactions have beenmade at prices which are prima facie reasonable havingregard to the prevailing market prices at the relevant time.

(vi) In our opinion and according to the informationand explanations given to us, the Company has compliedwith the provisions of Sections 58A and 58AA or any otherrelevant provisions of the Companies Act, 1956 and theCompanies (Acceptance of Deposits) Rules, 1975 with regardto the deposits accepted from the public. According to theinformation and explanations given to us, no order has beenpassed by the Company Law Board or the National CompanyLaw Tribunal or the Reserve Bank of India or any Court or anyother Tribunal.

(vii) In our opinion, the Company has an adequate internalaudit system commensurate with the size and the nature of itsbusiness.

(viii) To the best of our knowledge and according tothe information and explanations given to us, the CentralGovernment has not prescribed the maintenance of costrecords under section 209(1 )(d) of the Companies Act, 1956,for any of the products of the Company.

(ix) According to the information and explanations givento us in respect of statutory dues:

(a) The Company has been regular in depositingundisputed dues, including Provident Fund, Investor Educationand Protection Fund, Employees' State Insurance, Income Tax,Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty,Cess and other material statutory dues applicable to it withthe appropriate authorities though there have been slightdelays in very few cases in respect of Income Tax deductedat source and Sales Tax.

(b) There were no undisputed amounts payablein respect of Income Tax, Wealth Tax, Customs Duty, ExciseDuty, Cess and other material statutory dues in arrears as at31st March, 2010 for a period of more than six months fromthe date they became payable.

(c) Details of dues of Income Tax, Sales Tax, Wealth

Tax, Service Tax, Customs Duty, Excise Duty and Cess whichhave not been deposited as on 31 st March, 2010 on accountof disputes are given below:

Statute

Sales Tax/ValueAdded TaxLaws

CentralExcise Act,1944

IncomeTax Act,1961

Nature ofthe dues

Sales Tax/Value

Added Tax

Exciseduty

Income taxand Interest

thereon

Forum where Disputeis pending

Appellate Authority -upto Commissioner's

/ Revisionalauthorities level

Appellate Authority- Tribunal level

Appellate Authority- Tribunal level

Commissionerof Income

Tax - Appeals

Period to which theamount relates

1987-2010

1990-2007

2001-2009

AY 2007-08

AmountInvolved (Rs.)

4,181,249

2,254,991

5,058,426

759,711

(x) The Company does not have any accumulated lossesat the end of the financial year. Also, the Company has notincurred cash losses during the financial year covered by ouraudit and in the immediately preceding financial year.

(xi) In our opinion and according to the information andexplanations given to us, the Company has not defaulted inthe repayment of dues to any banks. The Company has notobtained any borrowings from financial institutions and hasalso not issued any debentures.

(xii) According to the information and explanations givento us, the Company has not granted any loans and advanceson the basis of security by way of pledge of shares, debenturesand other securities.

(xiii) The Company is not a chit fund or nidhi / mutualbenefit fund / society.

(xiv) According to the information and explanationsgiven to us, the Company is not dealing in or trading in shares,securities, debentures and other investments.

(xv) In our opinion and according to the informationand explanations given to us, the company has notgiven any guarantees for loans taken by others frombanks or financial institutions.

(xvi) The Company has not obtained any term loans.(xvii) In our opinion and according to the information

and explanations given to us and on an overall examinationof the Balance Sheet, we report that funds raised onshort-term basis have not been used during the year forlong-term investment.

(xviii) The Company has not made any preferentialallotment of shares to parties and companies covered inthe register maintained under section 301 of the CompaniesAct, 1956.

(xix) The Company has not issued any debentures.(xx) The Company has not raised any money by public

issues during the year.(xxi) To the best of our knowledge and according to the

Information and explanations given to us, no fraud by theCompany and no material fraud on the Company has beennoticed or reported during the year.



Murnbai: May 29, 2010



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B A L A N C E S H E E T

Sources of FundsSHAREHOLDERS' FUND

Share Capital

Reserves and Surplus

LOAN FUNDS

Secured Loans

Unsecured Loans

DEFERRED TAX - NET LIABILITY

TOTAL

Application of FundsFIXED ASSETS

Gross Block

Less: Depreciation

Net Block

Capital Work-in-Progress

INVESTMENTS

CURRENT ASSETS, LOANS & ADVANCES

Inventories

Sundry Debtors

Cash and Bank Balances

Loans and Advances

Less:

CURRENT LIABILITIES & PROVISIONS

LiaPilities

Provisions

NET CURRENT ASSETS

TOTAL

Schedules 1 to

Schedule As at

Reference Rupees

1 52,878,150

2 336,166,762

—

3 122,705,000

4

5 376,678,323

219,451,851

157,226,472

11,797,968

6

7 311,538,594

8 280,332,080

9 394,116,276

10 55,386,410

1,041,373,360

11 422,499,910

12 268,003,769

690,503,679

Mar. 31,2010 As

Rupees Rupees

52,878,150

214,427,035

389,044,912

—87,888,000

122,705,000

9,169,209

520,919,121

348,262,558

204,453,347

143,809,211

7,761,736

169,024,440

1,025,000

254,723,617

260,061,116

143,713,404

53,462,094

711,960,231

346,932,828

154,443,660

501,376,488

350,869,681

520,919,121

at Mar. 31, 2009

Rupees

267,305,185

87,888,000

7,986,505

363,179,690

151,570,947

1,025,000

210,583,743

363,179,690

1 2 and Notes in Schedule 1 6 form part of this Balance Sheet

In terms of our Report attachedFor DELOITTE HASKINS & SELLSChartered Accountants

R, K. HiranandaniPartner



Crr-rsrv^

Gen. V, N. Sharma (Retd.)Director

S, Dutta ChoudhuryVice-Chairman

Chief Executive Officer

J. M. MukhiDirector

B. K. KhareDirector

M. A. TeckchandaniDirector

S. K. DiwanjiDirector

Hutoxi BhesaniaCompany Secretary





P R O F I T & L O S S A C C O U N T

Schedule For the year ended For

Reference Mar. 31,2010

Rupees Rupees Rupees

INCOME

Sales including Excise Duty 2,954,142,420 2,546,577,465

Less: Excise duty on Sales 98,479,864 1 31 ,828,894

Sales Net of Excise Duty

Income from other sources 1 3

EXPENDITURE

Materials 1 4

Expenses 1 5

Depreciation

PROFIT BEFORE TAXATION

Provision for Taxation

- For the year

Current Tax

Deferred Tax (net)

Total for the year

- Fringe Benefits Tax

PROFIT AFTER TAXATION

Balance brought forward from last year

AMOUNT AVAILABLE FOR APPROPRIATION

APPROPRIATIONS

Proposed Dividend

Tax on Proposed Dividend

Transfer to General Reserve

Balance carried to Balance Sheet

TOTAL

Earnings per share (face value Rs. 1 0) - basic and

Schedules 1 3 to 15 and Notes

2,855,662,556

37,080,715

2,892,743,271

1,064,078,121

1,252,974,041

16,926,479

2,333,978,641

558,764,630

189,200,000 99,500,000

1,182,704 99,012

190,382,704 99,599,012

— 2,750,000

190,382,704

368,381,926

89,471,864

457,853,790

211,512,600

35,129,599

50,000,000

161,211,591

457,853,790

diluted (Rs.) (Note 1 1 ) 69.67

in Schedule 1 6 also form part of this Profit & Loss Account,

the year ended

Mar. 31, 2009

Rupees

2,414,748,571

41,460,829

2,456,209,400

1,081,956,947

1,064,152,693

16,592,330

2,162,701,970

293,507,430

102,349,012

191,158,418

67,043,030

258,201,448

105,756,300

17,973,284

45,000,000

89,471,864

258,201,448

36.15

S, K. DiwanjiDirector


B. K. KhareDirector

M. A. TeckchandaniDirector

T-iury( /

A••'

J. M. MukhiDirector

S. Dutta Choudhury (Vice-Chairman & \JChief Executive Officer


Gen. V. N. Sharma (Retd.)Director

In terms of our Report attachedFor DELOITTE HASKINS & SELLS

Chartered Accountants







C A S H F L O W S T A T E M E N T

For the year For the yearended ended

Mar. 31,2010 Mar, 31,2009Rupees Rupees

A. Cash Flow from Operating Activities:

Profit before tax

Adjustments for:

Depreciation

(Profit)/Loss on Sale of Fixed Assets (Net)

Interest Expenditure

Income from Investments

Interest income

Provision for/(Write back of) compensatedabsences

Operating Profit before Working CapitalChanges

Adjustments for:

Trade and other Receivables

Inventories

Trade and other Payables

Cash Generated from Operations

Direct Taxes Paid (Net)

Net Cash Flow from Operating Activities A

B. Cash Flow from Investing Activities:

Purchase of Fixed Assets

Sale of Fixed Assets

Interest received

Income from Long Term Investments

Net Cash from/fused in) Investing Activities B

C. Cash Flow from Financing Activities:

Interest Paid

Repayment of Long Term Loans

Dividends Paid (Including Tax on Dividend)

Increase In Fixed Deposits (Net)

Net Cash used in Financing Activities C

Net Increase in Cash and Cash Equivalents A + B + C

Cash and Cash Equivalents atthe commencement of the year (i)

Cash and Cash Equivalents as atthe end of the year (Refer Schedule 9) (ii)

Net Increase in Cash and Cash Equivalents (ii) - (i)

558,764,630

16,926,479

41,907

17,139,583

(5,000)

(21,453,090)

(1,526,661)

569,887,848

(8,090,207)

(56,814,977)

71,377,349

576,360,013

(198,129,131)

378,230,882

(34,669,719)

247,840

8,451,303

5,000

(25,965,576)

(14,329,832)

—

(122,349,602)

34,817,000

(101,862,434)

250,402,872

143,713,404

394,116,276

250,402,872

293,507,430

16,592,330

(22,371,742)

13,691,526

(5,000)

(8,161,407)

8,784,812

302,037,949

(59,505,205)

13,275,885

4,202,133

260,010,762

(96,024,155)

163,986,607

(24,761,894)

26,907,049

5,688,329

5,000

7,838,484

(13,126,175)

(904,870)

(60,363,607)

8,549,000

(65,845,652)

105,979,439

37,733,965

143,713,404

105,979,439

Previous year's figures have been regrouped wherever necessary to conform to this year'sclassification,

Signatures toCash Flow Statement


S. Dutta Choudhury ( IVice-Chairman & ^Vice-Chairman &


B. K, KhareDirector

S. K. DiwanjiDirector

Gen, V. N. Sharma (Retd.)Director

J, M. MukhiDirector

MA TeckchandaniDirector



AUDITORS' REPORT

In terms of our report attached

For DELOITTE HASKINS & SELLSChartered Accountants

K. K. HiranandaniPartner






S C H E D U L E S

SCHEDULE 1

Share Capital

AUTHORISED

10,000,000 Equity Shares of Rs. 10 each(previous year: 10,000,000)

ISSUED AND SUBSCRIBED

5,287,815 Equity Shares of Rs. 10 each, fully paid-up,(previous year: 5,287,815) of which 3,332,600 shareswere allotted as fully paid-up Bonus Shares bycapitalisation of General Reserve, Share PremiumAccount, Capital Reserve-Central Subsidy Accountand Export Reserve Account (previous year: 3,332,600)

As at Mar. 31, 2010Rupees

100,000,000

100,000,000

52,878,150

52,878,150


100,000,000

100,000,000

52,878,150

52,878,150

SCHEDULE 2

Reserves and Surplus

GENERAL RESERVE

As per last Balance Sheet

Add: Transfer from Profit & Loss Account

SHARE PREMIUM ACCOUNT

PROFIT & LOSS ACCOUNT — BALANCE

As at Mar. 31,2010Rupees Rupees

100,030,634

50,000,000

150,030,634

24,924,537

161,211,591

336,166,762

As at Mar. 31, 2009Rupees Rupees

55,030,634

45,000,000

100,030,634

24,924,537

89,471,864

214,427,035

SCHEDULE 3

Unsecured Loans

FIXED DEPOSITS

From Directors

From Shareholders & Others

As at Mar. 31,2010Rupees

37,413,000

85,292,000

122,705,000


29,763,000

58,125,000

87,888,000

05)www.reportjunction.com




SCHEDULES (continued)

SCHEDULE 4

Deferred Tax - Net LiabilityDeferred Tax Liabilities

On fiscal allowances on Fixed Assets

On other timing differences

Less: Deferred Tax Assets

On employee separation and retirement

On provision for debts considered uncertainof recovery

On other timing differences

Net Liability


21,248,519

—

21,248,519

9,063,419

39,703

2,976,188

12,079,310

9,169,209

As atRupees

20,344,389

50,985

10,770,357

39,703

1,598,809

Mar. 31, 2009Rupees

20,395,374

12,408,869

7,986,505

SCHEDULE 5 Fixed Assets AT PAGE 18

SCHEDULE 6

Investments (Long Term, at Cost)

Unquoted and Non-Trade

2,500 Shares of Rs. 10 each in Saraswat Co-op Bank Ltd.

100,000 Shares of Rs. 10 each in Janakalyan SahakariBank Ltd.


25,000

1,000,000

1,025,000


25,000

1,000,000

1,025,000

SCHEDULE 7As at Mar. 31, 2010

Inventories (at lower ot cost and realisable value) Rupees(i) Stores, Spares and Tools

(ii) Raw Materials

(hi) Packing Materials

(iv) Finished Goods

(v) Stock under process

4,195,400

137,521,443

5,006,736

47,409,735

117,405,280

311,538,594


4,272,124

96,124,439

4,173,200

58,114,672

92,039,182

254,723,617

SCHEDULE 8

Sundry Debtors(Unsecured)Debts outstanding for a period exceeding six months:

Considered good

Considered uncertain of recovery

Other Debts: Considered good

Less: Provision for debts considered uncertain of recovery


1,320,215116,808

1,437,023

279,011,865

280,448,888

116,808

280,332,080

As at Mar, 31,2009Rupees

2,336,452

116,808

2,453,260

257,724,664

260,177,924

116,808

260,061,116






SCHEDULE 9

Cash and Bank Balances

(i) Cash on hand

(ii) Bank Balances with scheduled


579,846

banks-on current accounts 27,171,430

- on deposit accounts 366,365,000

394,116,276

As at Mar, 31, 2009Rupees

893,953

20,601,667

122,217,784

143,713,404

SCHEDULE 1 0

Loans And Advances(Unsecured & considered good)

Advances recoverable in cash or in kind orfor value to be received

Taxation payments (net of provision)

Balance with Central Excise (where payable on demand)

As ait Mar. 31,2010Rupees

51,677,157

3,674,758

34,495

55,386,410

As at Mar, 31,2009Rupees

50,852,919

2,571,472

37,703

53,462,094

SCHEDULE 1 1

Current LiabilitiesSundry Creditors:

Total outstanding dues of Micro Enterprises andSmall Enterprises (Note 8)

Total outstanding dues of creditors other thanMicro Enterprises and Small Enterprises

Unclaimed dividend *

Security Deposits & Earnest Money Deposits

Interest accrued but not due

* There is no amount due and outstanding as atBalance Sheet date to be credited to InvestorEducation and Protection Fund


1,071,650

387,436,624

388,508,274

4,176,137

22,406,675

7,408,824

422,499,910

As at Mar. 31, 2009Rupees Rupees

825,478

318,065,717

318,891,195

2,796,155

20,560,200

4,685,278

346,932,828

SCHEDULE 12

Provisions

Provision for Income Tax (net of payments)

Proposed Dividend

Provision for tax on Proposed Dividend

Provision for compensated absences


—

211,512,600

35,129,599

21,361,570

268,003,769


7,825,845

105,756,300

17,973,284

22,888,231

154,443,660




SCHEDULE 5

Fixed Assets(Figures in Rs.)

LandLeasehold

LandFreehold

Buildings *

Plant &Machinery

Furniture &Fixtures

Office Equipment &Appliances

Trade Mark

Vehicles

TOTAL

Previous year

CapitalWork-in-Progress**

TOTAL

Previous year

GROSS BLOCK

As at Additions Sales/ As atApril!, during Adjustments March 31,

2009 the year 2010

341,739 — — 341,739

200,000 — — 200,000

87,353,722 — — 87,353,722

208,611,240 27,251,038 309,019 235,553,259

12,538,187 695,352 31,278 13,202,261

30,776,654 2,687,097 1,877,425 31,586,326

546,595 — — 546,595

7,894,421 — — 7,894,421

348,262,558 30,633,487 2,217,722 376,678,323

330,242,122 25,897,259 7,876,823 348,262,558

7,761,736 11,797,968

356,024,294 388,476,291

339,139,223 356,024,294

DEPRECIATION

As at Depre- Sales/ As atApril!, elation/ Adjustments March 31,

2009 Amortization 2010

116,366 10,777 — 127,143

— — — —

36,327,150 2,009,645 — 38,336,795

134,184,394 11,857,591 283,480 145,758,505

9,894,539 432,533 14,652 10,312,420

21,089,319 1,865,962 1,629,843 21,325,438

546,595 — — 546,595

2,294,984 749,971 — 3,044,955

204,453,347 16,926,479 1,927,975 219,451,851

191,202,533 16,592,330 3,341,516 204,453,347

NET BLOCK

As at As atMarch 31, March 31,

2010 2009

214,596 225,373

200,000 200,000

49,016,927 51,026,572

89,794,754 74,426,846

2,889,841 2,643,648

10,260,888 9,687,335

— —

4,849,466 5,599,437

157,226,472 143,809,211

143,809,211 139,039,589

11,797,968 7,761,736

169,024,440 151,570,947

151,570,947

* Include shares in Co-operative Societies.

** Includes Capital Advances Rs. 4,474,445 (Previous year: Rs. 3,066,744).






SCHEDULE 13

Income from Other SourcesIncome from Long Term Investments (Non-Trade)Dividend from Saraswat Co-operative Bank Ltd.Interest : On Fixed Deposits with Banks (tax deducted at

source : Rs. 2,476,547; previous year Rs. 1,657,103): Others (tax deducted at source:

Rs. 8,549; previous year Rs. 8,526)Profit on sale of fixed assets (net)Cash Discounts availedMiscellaneous Income (includes export benefitsRs. 6,378,834; previous year: Rs. 6,314,797)

For the year endedMar. 31,2010

Rupees

5,000

21,393,690

59,400—

8,724,726

6,897,899

37,080,715


Rupees

5,000

8,092,713

68,69422,371,742

2,235,405

8,687,27541,460,829

SCHEDULE 14

MaterialsOPENING STOCKRaw MaterialsStock under processFinished Goods

Add: Purchase of Raw MaterialsPurchase of Traded Goods-Cookware

Less: CLOSING STOCKRaw MaterialsStock under processFinished Goods

Excise Duty on lncrease/(Decrease) of Finishe

Note : Raw Materials include Components ar

For the year ended For the year endedMar. 31,2010 Mar. 31,2009

Rupees Rupees Rupees Rupees

96,124,439 77,945,45092,039,182 90,858,60158,114,672 92,130,935

246,278,293 260,934,986910,279,585 855,587,026209,971,593 215,120,591

1,120,251,178 1,070,707,617

137,521,443 96,124,439117,405,280 92,039,18247,409,735 58,114,672

302,336,458 246,278,293d Goods (114,892) (3,407,363)

1,064,078,121 1,081,956,947

id Packaging.

SCHEDULE 15

ExpensesSub-contractingConsumption of Stores, Spares & ToolsPower & FuelSalaries, Wages and BonusContribution to Provident Fund and Other FundsStaff Welfare ExpensesPacking and Forwarding ChargesRentInsuranceInterest:Fixed LoansOthers

Non-Executive Directors' Fees and CommissionAuditors' Remuneration (Note 1 0)Repairs and Maintenance - BuildingsRepairs and Maintenance - Plant and MachineryRepairs and Maintenance - OthersAdvertisingCommissionDiscountTravelling & ConveyanceDealer Conference ExpensesBad Debts written offLess: Provision held

Rates & TaxesMiscellaneous Expenses

Less: Expenditure Capitalised

For the year endedMar. 31, 2010

Rupees Rupees169,023,387

19,037,57437,029,421

289,565,06528,178,28515,769,659

181,435,5332,995,246

453,382

12,377,9304,761,653

17,139,5836,800,5661,734,3895,770,562

13,567,5402,204,960

115,115,29626,311,451

243,105,55222,559,72110,905,459

——

4,800,20345,942,542

1,259,445,3766,471,335

1,252,974,041


Rupees Rupees123,588,57420,848,70934,113,768

270,067,10826,682,12215,464,919

149,485,7762,130,374

602,875

9,358,7354,332,791

13,691,5263,547,8441,753,4295,631,413

12,971,8922,138,758

97,322,02619,149,063

196,051,79216,563,5616,974,496

5,033,577(5,033,577)

4,970,80147,059,075

1,070,809,9016,657,208

1,064,152,693






SCHEDULE 16

Significant Accounting Policies

a. Basis of preparation of accounts

The accounts have been prepared to comply in all material aspects with applicable accounting principles in India, the Accounting Standardsreferred to in sub-section (3C) of Section 211 and the relevant provisions of the Companies Act, 1956.

b. Use of estimatesThe preparation of the financial statements, in conformity with the generally accepted accounting principles, requires estimates andassumptions to be made that affect the reported amounts of assets and liabilities on the date of the financial statements and the reportedamounts of revenues and expenses during the reporting period, Differences between actual results and estimates are recognised in theperiod in which the results are known/materialized.

c. Sales

Sales includes excise duty and realized exchange fluctuations on export receivables.

d. Research and Development

Research and development costs (other than cost of fixed assets acquired) are charged as an expense in the year in which they areincurred.

e. Employee Retirement Benefits

Defined Contribution Plan:

Contributions to Provident Fund and Superannuation Fund are charged to Profit and Loss Account as incurred.

Defined Benefit Plan/Long Term compensated absences:

Liability towards Gratuity and Long term compensated absences are determined by independent actuaries, using the projected unit creditmethod. Actuarial gains and losses are recognised immediately as income or expense in the Profit and Loss Account. Obligation is measuredat the present value of estimated future cash flows using a discounted rate that is determined by reference to the market yields at theBalance Sheet date on Government Bonds where the currency and terms of the Government Bonds are consistent with the currency andestimated terms of the defined benefit obligation.

Provident Fund:

The Company's Provident Fund operates under exemption granted under Section 1 7( 1 )(a) of the Employees' Provident Funds and MiscellaneousProvisions Act, 1952. Conditions for exemption stipulate that the employer shall make good deficiency, if any, in the interest rate declared bythe Trust as compared to the statutory limit. Having regard to the assets of the Fund and the return on investments, the Company does notexpect any deficiency in the foreseeable future.

f. Operating Lease

Assets taken on lease under which, all the risks and rewards of ownership are effectively retained by the lessor are classified as operatingleases. Lease payments under operating leases are recognised as expenses on accrual basis in accordance with the respective leaseagreements.

g. Fixed Assets

The gross block of fixed assets is stated at cost of acquisition or construction including any attributable cost of bringing the asset to its workingcondition for its intended use,

h. Depreciation

Depreciation on Fixed Assets for the year has been provided:

(i) On all assets acquired and put to use upto September 30, 1985 on Written Down Value Method at the rates specified in Schedule XIVto the Companies Act, 1956.

(ii) On all assets acquired and put to use on or after October 1, 1985 on Straight Line Method at the rates specified in Schedule XIVto the Companies Act, 1956 except Product Display Stands on which depreciation has been provided on Straight Line Method at therate of 15%.

i. InventoriesInventories are valued at lower of weighted average cost and estimated net realisable value. Stocks under process and Finished Goodsinclude costs of conversion and other costs incurred in bringing the inventories to their present location and condition.

j. InvestmentsInvestments, all of which are long term, are stated at cost less provision, if any, for decline other than temporary in value of such investments.

k. Export BenefitsDuty benefits against exports are accounted for on accrual basis.

I. Foreign Currency TranslationsForeign currency monetary current assets and current liabilities are translated at rates ruling at the year end and exchange differences arerecognised in the Profit and Loss Account. In case of forward exchange contracts, the discount or premium between the forward rate andthe exchange rate at the date of the transaction is recognised as income or expense over the life of the contract.






SCHEDULE 16 (continued)

m. Taxes on IncomeCurrent tax is determined as the amount of tax payable in respect of taxable income for the period. Deferred tax is recognised, subject tothe consideration of prudence, on timing differences, being the difference between taxable income and accounting income, that originatein one period and are capable of reversal in one or more subsequent periods. Deferred tax assets are not recognised on unabsorbeddepreciation and carry forward of losses unless there is a virtual certainty that sufficient future taxable income will be available against whichsuch deferred tax assets can be realised.

n. Contingent LiabilitiesContingent Liabilities are disclosed in the notes on accounts. Provision is made in the accounts if it becomes probable that an outflow ofresources embodying economic benefits will be required to settle the obligation.

Notes forming part of the Accounts

1. Estimated amount of contracts remaining to be executed on capital account not provided for is Rs. 12,765,293 (previous year:Rs. 5,447,934).

2. The possession of 20 acres of land has been given to the Company by the Government of Punjab, as per the agreement, the conveyanceof which has yet to be finalised.

3. Claims against the Company not acknowledged as debts are gross Rs. 12,152,446 (previous year: Rs. 13,739,498), net of tax Rs. 8,643,998(previous year: Rs. 11,342,101). These comprise:

(a) Excise Duty, Sales Tax and Indirect Taxes claims disputed by the Company relating to issues of applicability and classification aggregatinggross Rs. 10,204,778 (previous year: Rs. 12,892,166), net of tax Rs. 7,678,704 (previous year: Rs. 10,494,769).

(b) Income Tax claims disputed by the Company relating to allowability of certain expenses aggregating gross Rs. 965,924 (previous year:Rs. 847,332), net of tax Rs. 965,924 (previous year: Rs. 847,332),

(c) Bills Discounted Rs. 981,744 (previous year: Rs. Nil)

4. Salaries, Wages and Bonus include Directors' remuneration consisting of Salary and Allowances of Rs. 3,983,000 (previous year: Rs. 5,708,004)and Commission of Rs. 14,895,605 (previous year: Rs. 10,107,453), Company's contribution to Provident Fund is Rs.465,000 (previous year:Rs. 672,000) and Superannuation/Gratuity Fund is Rs. 767,548 (previous year: Rs, 1,109,231). Reimbursement of medical expenses isRs. 73,535 (previous year: Rs. 115,903) and value of other perquisites is Rs. 158,142 (previous year: Rs. 200,394), In addition, Rs. 121,089(previous year: Rs. 85,119) has been incurred on benefits provided to the Non-Executive Chairman of the Company, as Advisor.

5. Computation of Net Profit in accordance with Section 309(5) of the Companies Act, 1956 for the year ended March 31, 2010



Profit Before Taxation as per Profit and Loss Account

Add:

Directors' Remuneration including Directors' Fees

Depreciation charged in the Accounts

Less:

Depreciation as per Section 350 of the Companies Act, 1956

Capital profit on sale of Fixed Assets

Debts written off against provision for debts considereduncertain of recovery

Net Profit as per Section 309(5)

Commission payable to Executive Directors

Commission payable to Non-Executive Directors

Rupees

27,143,396

16,926,479

44,069,875

16,738,289

39,644

Rupees

558,764,630

16,777,933

Rupees

21,460,829

16,592,330

38,053,159

16,404,140

21,338,500

5,033,577

42,776,217

Rupees

293,507,430

27,291,942

586,056,572

14,895,605

5,860,566

(4,723,058)

288,784,372

10,107,453

2,887,844

6. The net difference on account of foreign exchange translations credited to the Profit and Loss Account is Rs. 241,646 (previous year: debitedRs. 1,712,630).

7. The Company operates in a single segment, manufacture, trading and sale of Kitchenware.







8. The identification of vendors as a "Supplier" under the Micro, Small and Medium Enterprises Development Act, 2006 has been done on thebasis of information to the extent provided by the vendors to the Company, This has been relied upon by the auditors,

9. Research and development costs debited to the Profit and Loss Account is Rs. 10,121,160 (previous year; Rs. 10,935,237),

10. Auditors'RemunerationFor the year ended For the year ended

Mar. 31,2010 Mar. 31,2009Rupees Rupees

Audit Fees 1,000,000 1,000,000

Fees for other services 600,000 600,000

Reimbursement of out of pocket expenses 134,389 153,429

11. Earnings per share

For the year ended For the year endedMar. 31, 2010 Mar. 31,2009

Rupees Rupees

Earnings per share has been computed as under:

Profit after taxation (a) 368,381,926 191,158,418

Number of Ordinary Shares outstanding (b) 5,287,815 5,287,815

Earnings per share (Face value Rs. 10 per share)— (basic and diluted) (a)/(b) 69.67 36.15

12. As at the year end, the Company has not entered into any Forward Exchange Contracts (or other derivative instruments) to establish theamount of reporting currency required or available at the settlement date of certain payables and receivables. The year end foreigncurrency exposures, which are only in respect of Export receivables/payables, that have not been hedged by a derivative instrument orotherwise amount to Rs. 1,766,623 (US $ 39,347) [previous year: Rs. 1,481,495 (US $ 29,238)].

13. Additional information as required under Part II of Schedule VI to the Companies Act, 1956.

(a) Particulars in respect of goods manufactured/sold

(i) Licensed capacity, installed capacity as certified by Management and actual production

Item Units Licensed Installed ActualCapacity Capacity Production

per annum

Pressure Cookers Nos. Not 7,265,200 2,796,366Applicable (7,265,200) (2,288,494)

Idli Stands Nos. Not 140,000 77,384Applicable (140,000) (59,460)

(ii) Raw Materials ConsumedInventories are valued at lower of weighted average cost and estimated net realisable value. Since the purchase price of certainraw materials as on March 31, 2009 was lower than the weighted average cost of such materials, the said materials were valuedtaking into account the market value of such materials. Had this not been done, the profit for the year ended March 31, 2009would have been higher by Rs. 21,599,391/-.

For the year ended For the year endedMar. 31,2010 Mar. 31,2009

Quantity Value Quantity Value(M. Tons) (Rupees) (M. Tons) (Rupees)

Aluminium 3,932 493,962,457 3,297 510,235,027

Others 374,920,124 327,173,010

868,882,581 837,408,037

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Value of Raw Materials, Stores and Spares Consumed

Raw Materials

Value (Rs.) %

Indigenous 868,882,581 100.0

(837,408,037) (100.0)

Stores and Spares

Value (Rs.)

19,037,574

(20,848,709)

100.0

(100.0)

In furnishing information about Stores and Spares, the view has been taken that the particulars are required only in respect of Storesand Spares used for manufacturing and not in respect of Stores and Spares required for maintenance of Plant and Machinery.

(iv) Opening/Closing Stock

Opening Stock Closing Stock

Item

Pressure Cookers

Idli Stands

Cookware

Others

Quantity(Numbers)

34,794

(85,744)

6,465

(6,453)

61,000

(90,440)

(v) Turnover of goods

Value(Rupees)

24,320,481(46,947,357)

692,440(712,024)

19,183,360

(34,777,249)

13,918,391

(9,694,305)

58,114,672

(92,130,935)

Turnover

Quantity(Numbers)

38,383

(34,794)

6,333

(6,465)

25,264

(61,000)

Value(Rupees)

22,362,398

(24,320,481)

601,612

(692,440)

9,468,687

(19,183,360)

14,977,038

(13,918,391)

47,409,735

(58,114,672)

(b)

Quantity Value(Numbers) (Rupees)

Pressure Cookers 2,792,777 2,403,770,365(2,339,444) (2,051,974,494)

Idli Stands 77,516 10,901,887

(59,448) (8,115,063)

Cookware 688,760 385,486,627

(641,349) (355,261,774)

Others 153,983,541

(131,226,134)

2,954,142,420

(2,546,577,465)

Turnover includes sales of 688,760 (numbers) Cookware (previous year: 641,349) against purchase of653,024 (numbers) Cookware (previous year: 611,909).

Turnover quantity includes goods given under Sales Promotion Schemes and as replacements.

Expenditure and Earnings in Foreign Exchange

Expenditure in Foreign Currency

Travelling, Advertising, Commission etc.

Earnings in Foreign Exchange

FOB Value of Exports

Others (freight etc.)


Rupees

6,862,622

114,836,901

2,820,735


Rupees

10,404,282

127,701,687

4,107,435







(c) Remittance in Foreign Currency on account of Dividendsto Non-resident shareholders

— Number of shareholders

— Number of Equity shares

— Amount remitted (Rupees)

— Dividend in respect of year ended March 31

14. Related Party Disclosures:


31,800

36,0002009


3

1,800

18,000

2008

1, Related Parties

(a) Individual having control and relatives:

Mr. Brahm Vasudeva

and relatives:

Mr. Neil Vasudeva

Mr. Nikhil Vasudeva

Ms. Anuradha S. Kharidelwal

Ms. Gitanjali V. Nevatia

Ms. Gayatri S. Yadav

(b) Key Management Personnel and their relatives:

Mr, S. Dutta Choudhury

Mr. K, Sundararaghavan

Mr. M, A. Teckchandani

Mrs. Sonya Dutta ChoudhuryMrs. S. M. Teckchandani

Mrs. Prabha Raghavan

Chairman

Vice-Chairman & Chief Executive Officer

Wholetime Director (up to April 15, 2009)Wholetime Director

Relative

Relative

Relative (up to April 15, 2009)

2. Disclosure of transactions between the Company and Related Parties and the Status of outstanding balances as at March 31, 2010.

(a) Remuneration

(b) Directors' Fees and Commission

(c) Benefits provided to the Non-Executive Chairman, as Advisor

(d) Dividend paid

(e) Fixed deposits repaid

(f) Fixed deposits accepted

(g) Interest paid on Fixed deposits

(h) Rent received

(i) Security deposit refunded

Proceeds from sale of FixedAssets

Balance as at March 31, 2010

Fixed deposits

Individual having control and relatives

Mr. Brahm'Vasudeva

Rupees

1,141,761(561,307)

121,089(85,119)

36,668,640(18,337,320)

Mr. NeilVasudeva

Rupees

1,374,313(2,297,160)

Mr. Nikhi!Vasudeva

Rupees

Others

Rupees

7,600,640(3,800,320)

7,600,640 7,300,480(3,800,320) (3,650,240)

— 1,000,000

(—) (-)3,205,621 623,854(3,177,583) (565,858)

(22,222) (—)

(8,000,000) (—)

(26,420,000) (—)

29,763,000 5,550,000(29,763,000) (4,550,000)

25,020(22,707)

200,000-) (200,000)

Key Management Personnel and relatives

Mr. S. DurtaChoudhury

Rupees

Mr. M. A.Teckchandani

Rupees

Others

Rupees

11,553,966 8,380,734 408,130(7,064,896) (5,433,524) (5,414,565)

1,000(500)

24,680(12,340)

2,000(1,500)

3,000,000 2,950,000 700,000(—) H H

189,094 203,764 80,962

3,000,000 2,950,000 700,000

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15. Employee Defined Benefits:

Defined benefit plan - as per Actuarial valuation

Expense recognised in the Statement of Profit and LossAccount for the year ended

1. Current Service Cost2. Interest

3. Expected Return on plan assets

4. Actuarial (Gain)/Loss5. Total expense

Net Asset/jLiabilily) recognised in the Balance Sheet

1. Present Value of Defined Benefit Obligation as atyear end

2. Fair value of plan assets as at year end

3. Funded status Surplus/(Deficit)

4. Net Asset/fLiability) as at year end

Change in the obligation during the year ended1. Present Value of Defined Benefit Obligation at the

beginning of the year

2. Current Service Cost

3. Interest

4. Actuarial (Gain)/Loss

5. Benefit payments

6. Present Value of Defined Benefit Obligation at theend of the year

Change in Fair Value of Assets during the year endedIV.

VI.

Fair value of plan assets at the beginning of theyear

Expected Return on plan assetsContributions by employer

Actual benefits paid

Fair value of plan assets at the end of the year

Actual return on plan assets

The major categories of plan assets as a percentage oftotal plan

Funded with Life Insurance Corporation of India (LIC)

Actuarial assumptions

1. Discount Rate

2. Expected rate of return on plan assets

3. In-service mortality

Gratuity (Funded)Mar. 31,2010 Mar. 31,2009

4. Turnover rate

5. Salary Escalation

1%

3,723,245

7,916,318

(8,628,786)

2,787,797

5,798,574

105,925,634

100,622,248

(5,303,386)

(5,303,386)

98,953,970

3,723,245

7,916,318

2,787,797

(7,455,696)

105,925,634

90,155,362

8,628,786

9,293,796

(7,455,696)

100,622,248

8,628,786

100%

8%

9.40%LIC (1994-96)

ultimateto 3% as per age

4%

3,626,575

7,459,402

(7,797,286)

(2,700,852)

587,839

98,953,970

90,155,362

(8,798,608)

(8,798,608)

93,242,526

3,626,575

7,459,402

(2,700,852)

(2,673,681)

98,953,970

75,880,260

7,797,2869,151,497

(2,673,681)90,155,362

7,797,286

100%

8%

9.40%

LIC (1994-96)ultimate

1 % to 3% as per age4%

Mar. 31, 2008

93,242,526

75,880,260

(17,362,266)

(17,362,266)

The expected rate of return is based on expectation of the average long term rate of return expected on investment of the fund, during theestimated term of obligation.

The estimate of future salary increase considered in the actuarial valuation takes into account historical trends, future expectations, inflation,seniority, promotion and other relevant factors. The details of experience adjustments arising on account of planned assets/liabilities asrequired by paragraph 120(n)(ii) of AS15 are not available in the valuation statement received from LIC and hence are not furnished.

16. Previous year's figures have been regrouped wherever necessary to conform to this year's classification.

17. Previous year's figures wherever applicable are written in brackets.







Balance Sheet Abstract and Company's General Business Profile

I. REGISTRATION DETAILS

Registration No. State Code

011304 Oil

Balance Sheet Date

31 03 2010

Date Month Year

II. CAPITAL RAISED DURING THE YEAR (AMOUNT IN RS, THOUSANDS)

Public Issue Rights Issue Bonus Issue Private Placement

POSITION OF MOBILISATION AND DEPLOYMENT OF FUNDS (AMOUNT IN RS. THOUSANDS)

Total Liabilities: 1,223,502

Sources of Funds

Paid-up Capital: 52,878

Secured Loans: —

Net Deferred Tax Liability: 9,169

Application of Funds

Net Fixed Assets: 169,024

Net Current Assets: 350,870

Accumulated Losses: —

Total Assets: 1,223,502

Reserves & Surplus: 336,167

Unsecured Loans: 122,705

Investments: 1,025

Miscellaneous Expenditure: —

IV. PERFORMANCE OF COMPANY (AMOUNT IN RS. THOUSANDS)

Turnover: 2,892,743 Total Expenditure: 2,333,978

(including income from other sources)

Profit Before Tax: 558,765 Profit After Tax: 368,382

Earnings Per Share in Rs.: 69,67 Dividend rate %: 400

V. GENERIC NAMES OF THREE PRINCIPAL PRODUCTS/SERVICES OF COMPANY (as per monetary terms)

761519.11Item Code No.(ITC Code)

ProductDescription

Item Code Nos.(ITC Code)

ProductDescription

Item Code No.(ITC Code)

ProductDescription

PRESSURE COOKERS

761519.12761519.13

COOKWARE

761520.90

PARTS

Signatures to Schedules 1 to 16

L^Brahm Vasudeva

Chairman

cWxrx/^

Gen. V.N. Sharma (Retd.)Director

S< Dutta ChoudhuryVice-Chairman &


J. M. MukhiDirector

B.K. KhareDirector

S.K. DiwanjiDirector

MA TeckchandaniDirector



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