Annualreport08 09

AIA ENGINEERING LTD.
19TH ANNUAL REPORT

2008-2009
AIA ENGINEERING LIMITED
BOARD OF DIRECTORS
Mr. Rajendra S. Shah Chairman – Non-Executive - Independent
Mr. Bhadresh K. Shah Managing Director – Executive - Promoter
Mr. Vinod Narain Independent Director
Dr. S. R. Ganesh Independent Director
Mr. Bhupendra A. Shah Independent Director
Mr. Sanjay S. Majmudar Independent Director
Dr. S. Srikumar Non-Independent Non Executive Director
COMPANY SECRETARY
Mr. S. N. Jetheliya
STATUTORY AUDITORS
M/s.Talati & Talati

Chartered Accountants,
Ambica Chambers,
Near Old High Court,
Navrangpura,
AHMEDABAD-380 009
REGISTERED OFFICE
115, GVMM Estate,
Odhav Road,
AHMEDABAD – 382 410
Phone No. 079-22901078-81
Fax No. 079-22901077
Website : www.aiaengineering.com
REGISTRAR & TRANSFER AGENT
Link Intime India Pvt. Ltd.
(Formerly - Intime Spectrum Registry Limited)
CONTENTS
C/13, Pannalal Silk Mills Compound,
Kantilal Maganlal Ind. Estate, Note from the MD’s Desk 2
L.B.S. Marg, Bhandup (West)
MUMBAI – 400 078 Numbers Speak 4
Phone No. 022-25960320-28
Directors’ Report 8
Fax No. 022-25960329
BANKERS Report on Corporate Governance 18
State Bank of India Management Discussion and Analysis 32

GVMSAV Ltd. Branch,
Odhav Road, Standalone Financial Statements 37
Ahmedabad - 382 410
Consolidated Financial Statements 71
ABN AMRO BANK N.V.
Viva Complex, Opp. Parimal Garden, Notice 94
Ellisbridge, Ahmedabad - 380 006
1
19th ANNUAL REPORT 2008-09
NOTE FROM THE MANAGING DIRECTORS’ DESK

Mr.Bhadresh Shah
Dear Shareholders,
Fiscal Year 2008-09 was an exceptional year as far as business environment is concerned.
Every assumption that we made for our business model was tested. On reviewing the
progress for the year, we are happy to note that we have been able to withstand the various
challenges thrown at us and we have not only evolved as a stronger organization but with
renewed confidence in the resiliency of our business.
The Company is operating in a high technology oriented niche engineering segment,
involving manufacturing of impact, abrasion and wear resistant, high chrome mill internal
products used by Cement, Mining and Utility Industries. The Company services the
‘replacement’ demand of these industries and the OEM requirement for new capacities added
in those industries.
The domestic ‘replacement’ market is healthy thanks to the demand of Metals and Cement.
In overseas market it should improve once activity level improves. The OEM business, which
had seen a dip in last few quarters, will show increased activity as the global economy
recovers.
The implementation of the ongoing Greenfield project at Moraiya is completed and both
the phases with an aggregate capacity of 1,00,000 TPA have been commissioned. The first
phase of 50,000 MT. was commissioned in June 2007 and the second phase of 50,000 MT
in May 2008.
Fiscal Year 2008-09 –particularly the second half of Fiscal Year 2008-09 witnessed on set of
deep recessionary trends in the major global markets. The regions which were particularly
worst hit include North America, South America, European Subcontinent as well as Eastern
European countries. Since your company is strongly present in the Cement segment in all
these major markets, it has witnessed a temporary impact of this slow down in the Cement
replacement demand from the above markets. This impact is likely to be felt till the first
half of the Fiscal Year 2009-10
Even on the Mining front, since your Company had focused strongly on Iron Ore for its
worldwide foray into mining business, significant slow down in the iron ore production
world wide resulted into a sizeable de-stocking activity by the major iron ore mines, which
affected your Company’s plan to ramp up its production for servicing this segment in near
term.
However, your Company firmly believes that the long term prospects are bullish. Further,
there are already earlier signs of some recovery starting to happen in the second half of
Fiscal Year 2009-10.
Your Company has taken several initiatives for sustaining the growth momentum. For
Cement segment we are widening our geographical reach and increasing our focus on
multiple applications. On the Mining front your Company has aggressively diversified into
other minerals like Copper, Platinum and Gold and the initial response is quite positive.
Commercial dispatches in the Copper and Platinum segment have already begun. Similarly
2
on the utility front, your Company has also started initiatives for entering Chinese markets
where your Company has excellent solutions. On the domestic marketing front, your
Company continues to enjoy a significant share in all the three segments where it operates
We are using the slow down to our advantage by starting various initiatives across the group
which include pruning down operational costs, employee training, manufacturing process
improvement, optimization of supply chain etc.
Thus, I am happy to reiterate that in spite of a bit of aberration attributable to certain macro
economic factors, with early signs of recovery now becoming visible by the time the Annual
Report is in your hand, the Management of your Company reaffirms its faith in the
robustness of the business model.
I gratefully acknowledge the unstinted support of all the Board Members and Senior
Managerial Personnel, the Staff Members and Workers and each and every member of AIA
family for their untiring efforts in making the Company what it is today. I cannot forget
our customers, vendors and suppliers for reposing strong confidence in us. I also thankfully
acknowledge the kind co-operation and support of our bankers. Last but not the least, I
sincerely thank all the stake holders for whole heartedly supporting and encouraging us in
our endeavour.
Bhadresh Shah
Managing Director
3
NUMBERS SPEAK
Profit & Loss Account (Consolidated) (Rs. in Lacs)
Particulars Year ended Year ended
31st March 31st March
2009 2008
INCOME :-
Gross Sales 108558.96 77137.59
Less:Central Excise Duty 6229.86 8019.44
Net Sales 102329.10 69118.15
Other Income 2184.34 3165.05
Increase /( Decrease) in Stock 1522.87 964.03
T O T A L 106036.31 73247.23
EXPENDITURE :-
Trading Purchases 2424.14 1172.27
Raw material & Stores Consumption 48576.28 32294.77
Manufacturing Expenses 13867.44 11091.91
Employees emoluments 4105.54 3123.42
Administrative and Other Expenses 5049.37 1852.77
Selling & Distribution Expenses 5157.13 4162.96
Interest Expenses 207.26 168.07
Depreciation 2025.19 1357.86
T O T A L 81412.35 55224.03
Add:- Excess Provision written back 309.14 0.00
PROFIT BEFORE TAXES 24933.10 18023.20
PROVISION FOR TAXES
a) Current Tax 7046.91 4131.09
b) Deferred Tax 419.99 427.26
c) Fringe Benefits Tax 35.00 43.90
TOTAL TAX (a+b+c) 7501.90 4602.25

PROFIT AFTER TAXES 17431.20 13420.95
LESS : MINORITY INTEREST 69.45 93.88
PROFIT AFTER MINORITY INTEREST 17361.75 13327.07
4
Balance Sheet (Consolidated)

(Rs. in Lacs)
Particulars As at As at
31 st March 31st March
2009 2008
SOURCES OF FUNDS
SHAREHOLDERS’ FUNDS :
(a) Share Capital 1879.68 1879.68
(b) Share Capital Suspense 6.73 0.00
(c) Reserves and Surplus 75370.20 59122.39
77256.61 61002.07
MINORITY INTEREST 569.67 836.05
LOAN FUNDS :
(a) Secured Loans 4246.11 1187.35
(b) Unsecured Loans 169.16 172.63
4415.27 1359.98
DEFERRED TAX LIABILITIES (NET) 995.13 589.04
TOTAL 83236.68 63787.14
APPLICATION OF FUNDS
FIXED ASSETS :
(a) Gross Block 31269.08 24890.72
(b) Less : Depreciation 8108.51 6477.78
Net Block 23160.57 18412.94
(c) Capital Work In Progress 667.94 3086.66
23828.51 21499.60
INVESTMENTS 4138.09 9469.92
CURRENT ASSETS, LOANS AND ADVANCES :
(a) Interest Accrued on Investment 346.77 7.56
(b) Inventories 13926.29 13599.02
(c) Sundry Debtors 18468.41 17477.19
(d) Cash and Bank balances 25872.95 2658.41
(e) Loans and Advances 26700.83 19483.14
85315.25 53225.32
Less : CURRENT LIABILITIES AND PROVISIONS :
(a) Current Liabilities 7645.31 6279.30
(b) Provisions 22399.86 14128.77
30045.17 20408.07
NET CURRENT ASSETS 55270.08 32817.25
MISCELLANEOUS EXPENDITURE
(To the extent not written off) 0.00 0.37
TOTAL 83236.68 63787.14
5
RATIOS (Consolidated)

31st March 31st March
2009 2008
Financial Performance Ratios %
Operating Profits 26.25 28.28
PAT/Net Sales 17.03 19.42
Interest/Total Income 0.20 0.23
BALANCE SHEET RATIOS (TIMES)
Debt/Equity Ratio 0.06 0.02
Current Ratio 2.84 2.61
PER SHARE DATA RATIOS (Rs.)
Earning Per Share (EPS) 18.41 14.18
(Restated)
6
GRAPHS (Rs. in Lacs)
Net Sales
140000.00
120000.00
102329.10
100000.00
80000.00
69118.15
60000.00
40000.00
20000.00
0.00
31st MARCH-08 31st MARCH-09
Operating Profits
30000.00
26856.41
25000.00
19549.12
20000.00
15000.00
10000.00
5000.00
0.00
Profit After Taxes

18000.00 17431.20
15000.00
13420.95
12000.00
9000.00
6000.00
3000.00
0.00
Net Worth
80000.00 77256.61
70000.00
61002.07
60000.00
50000.00
40000.00
30000.00
20000.00
10000.00
0.00
31 st MARCH-08 31st MARCH-09
7
DIRECTORS’ REPORT
To,
The Members,
AIA Engineering Limited
Ahmedabad
Your Directors take pleasure in submitting the 19th Annual Report and the Audited Annual Accounts of
the Company for the year ended 31st March, 2009.
1. FINANCIAL HIGHLIGHTS:
31.3.2009 31.3.2008
Rs. in Lacs Rs. in Lacs
Sales & Other Income 94283.38 62136.57
Profit before Interest, Depreciation and Taxation 22283.01 15895.23
Interest 84.67 8.49
Profit before tax 20581.26 15059.71
(i) Provision for Taxation (Current) 6775.00 3720.00
(ii) Short / Excess provision of Taxation 7.59 7.79
(iii) Provision for Taxation (Deferred) 421.90 466.90
(iv) Provision for Fringe Benefits Tax 31.00 34.00
Total Tax (i+ii+iii+iv) 7235.49 4228.69
Profit after tax 13345.77 10831.02
Surplus Brought Forward from Previous Year 19620.81 10752.55
Balance available for appropriations 32966.58 21583.57
Interim Dividend on Equity Shares 563.90 0.00
Proposed Final Dividend on Equity Shares 1792.09 751.87
Tax on Dividend on Equity Shares 400.40 127.78
Transferred to General Reserve 1334.58 1083.11
Balance Carried to Balance Sheet 28875.61 19620.81
2. OPERATIONAL REVIEW:
During the year under review, the Turnover of the Company has gone up from Rs.59380.54 Lacs to
Rs.92285.94 Lacs. Exports of the Company have gone up from Rs. 27305.94 Lacs to Rs.49182.21 Lacs.
The Profit Before Tax (PBT) has increased from Rs. 15059.71 Lacs to Rs.20581.26 Lacs. The Profit
after Tax (PAT) has increased from Rs.10831.02 Lacs to Rs.13345.77 Lacs.
On a consolidated basis, your company (together with its Subsidiaries) registered a Turnover of
Rs. 102329.10 Lacs during the year under review as compared to the Turnover of Rs. 69118.15 Lacs
registered in the Financial Year 2007-2008. Correspondingly, the Consolidated Profit After Tax (PAT)
has increased to Rs. 17431.20 Lacs in Financial Year 2008-09 as compared to PAT of Rs.13420.95
Lacs in Financial Year 2007-08.
The figures of the previous year do not include the figures of the erstwhile Reclamation Welding
Limited and Paramount Centrispun Castings Private Limited , the subsidiaries of the Company which
have been merged with the Company effective from 01.04.2008, being the appointed date and
accordingly the Current Year’s figures are not comparable to those of the previous year.
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3. DIVIDEND:
During the Financial year 2008-09, the Company has paid an Interim Dividend of Rs.0.60 (30%) per
share on 93983940 Equity Shares of Rs.2 each aggregating to Rs.659.74 Lacs (including Corporate
Dividend Tax) on 12.11.2008.
The Board of Directors is pleased to recommend a final dividend of Rs.1.90 per Equity Share of Rs.2
each (including a Special Dividend of Rs.1.00 per share of Rs.2 each) amounting to Rs.1792.09 Lacs
for the Financial Year 2008-09 subject to the approval of the Shareholders.
The total Dividend outgo for the year ended 31st March, 2009 would be Rs.2756.39 Lacs including the
Corporate Dividend Tax of Rs.400.40 Lacs.
4. SPLITTING OF THE FACE VALUE OF THE EQUITY SHARES OF Rs.10 EACH TO Rs.2 EACH:
During the year under review, the Equity Shares of the face value of Rs.10 each in the share capital
of the Company has been sub-divided / splitted into 5 Equity Shares of the face value of Rs.2 each
with effect from 21.10.2008.
5. ALTERATION IN THE AUTHORIZED SHARE CAPITAL OF THE COMPANY:
During the year under review, Company has re-classified its existing un-issued Preference Share
Capital of Rs.20,00,00,000 divided into 20,00,000 Redeemable Cumulative Preference Shares of Rs.100
each into the Equity Share Capital of Rs.20,00,00,000 divided into 10,00,00,000 Equity Shares of Rs.2
each.
With the re-classification of the Preference Share Capital into Equity Share Capital and splitting of
the face value of Equity Shares of Rs.10 each into the face value of Rs.2 each, the Authorized Share
Capital of the Company is Rs.46,00,00,000 divided into 23,00,00,000 Equity Shares of Rs.2 each.
6. AMALGAMATION OF RECLAMATION WELDING LIMITED AND PARAMOUNT CENTRIPUN
CASTINGS PRIVATE LIMITED WITH THE COMPANY:
Your Directors are pleased to inform that the Scheme of Amalgamation of Reclamation Welding
Limited (Reclamation) and Paramount Centrispun Castings Private Limited (Paramount) with the
Company has been sanctioned by the Hon’ble High Court of Gujarat, Ahmedabad vide its order dated
08.05.2009.
The Scheme has become effective with effect from 20.05.2009 and has been implemented with effect from
the Appointed Date i.e. 01-04-2008. The Company has given the accounting effects of the Scheme of
Amalgamation of the above two Companies in its Annual Results for the year ended 31st March 2009
and therefore in view of this, the previous year’s figures are not comparable with this year’s figures.
7. CAPITAL EXPENDITURE OUTLAY:
During the year under review, the Company has incurred Rs. 6671.55 Lacs (including Rs.667.95 Lacs
of Capital work-in-progress) on Capital Expenditure.
8. HUMAN RESOURCE POLICY:
Company takes pride of its highly motivated and committed team of employees, some of them with
the Company, since inception. While the employees strength have increased sizably with addition of
Moraiya unit, instilling confidence and encouraging long term bonds, the Company offered higher
remunerations to both, existing as well as new employees. On their part the employees performed to
their full potential and contributed to the growth and development of the Company.
9. BUSINESS PROSPECTS:
The Company is operating in a high technology niche Engineering segment, involving design &
manufacturing of impact, abrasion and wear resistant, Mill Internals in high chromium metallurgy.
These Mill Internals are consumable parts in the process of Grinding / Crushing in the Mills in the
Cement Industry, Mining Industry and Utility and quarry industries.
9
Within India, the Cement Industry has shown continued rise in production, thanks to growth in
infrastructure segment. Similarly, Utility Industry (Thermal Power Plants) is also growing owing to
deficit in the Power Generation. Mining is essential for extraction of core minerals, which are the
Raw Material for various ferrous and non-ferrous Industries. The Mining activity continues to sustain
production levels within India. This trend is reflected in several other developing economies.
Nonetheless, the global recession has had adverse impact on cement and mining sectors particularly
in developed countries. This trend continues in global markets which may in very near future affect
requirement of company’s products particularly for exports till de-stocking of inventories takes place
and subsequent improvement in markets.
The Company has succeeded in building a business model which is hedged to a large extent against
external conditions because of the following:
1. There are only a few recognized suppliers, who are manufacturing the products manufactured
by the Company.
2. Majority of the Company’s business comes from the ‘replacement’ demand which is not linked
to the economic capital spending cycles and new projects
3. The Company supplies to three different industries across geographies – in Cement, Mining and
Utility industries and a down turn in some part of the world will always be negated by the boom
in another.
4. The top customers does not account for more than 10% of Sales.
5. Diversification into quarry industries has shown positive results thanks to superiority of
company’s products viz-a-viz conventional alloys.
10. FUTURE EXPANSION:
The Greenfield project at Moraiya has now been commissioned. Your company is targeting to increase
the production capacity upto around 2,00,000 tons so as to become effective and available in the fiscal
year 2010-11. This would be done through a cap-ex of around Rs.40 crores which will be funded
through internal cash generation.
11. INTELLECTUAL PROPERTY RIGHTS:
To protect our intellectual property, we have filed one more patent in the United States of America.
The patents filed in previous years are under examination and opposition process and we are taking
steps to get them approved.
12. SUBSIDIARY COMPANIES:
As required under the Listing Agreements with the Stock Exchanges and in accordance with the
Accounting Standard 21 (AS-21), Consolidated Financial Statements being prepared by the Company
include financial information of its Subsidiaries.
In accordance with the provisions laid down in Section 212 of the Companies Act, 1956, the Company
is required to attach the Annual Accounts of the subsidiary Companies to its Annual Accounts.
On an Application made by the Company, the Government of India, Ministry of Corporate Affairs
vide its letter No. 47/373/2009-CL-III dated 14th May 2009 granted exemption to the Company from
attaching the audited accounts of the subsidiaries to this Annual Report for the Financial Year ended
31st March 2009 subject to the compliance of terms and conditions as mentioned in their letter.
The Company has Subsidiaries in India and abroad. A statement containing brief financial details of
these companies (other than Reclamation and Parmount, which have merged with the Company) for
the year ended 31st March 2009 forms part of this Annual Report. The annual accounts of the
Subsidiary Companies will be available for inspection by any investor at the Registered Office of the
Company. The Annual Accounts of the Subsidiary Companies and the related detailed information
will be made available to the investors of the Company seeking such information at any point of time.
10
13. INSURANCE:
The Company has taken adequate insurance coverage of all assets and stocks against various
calamities viz. fire, flood, earthquake, cyclone etc.
14. DEPOSITS:
The Company has not accepted deposits from the public during the year under review, within the
meaning of Section 58A of the Companies Act, 1956.
15. INDUSTRIAL RELATIONS:
With all the statutory compliances, the Company maintained its image of being a progressive and
compliant Company. Industrial relations maintained were excellent with regular interaction with the
business and industry fraternity, through prestigious institutions like, Confederation of Indian
Industries, Gujarat Chamber of Commerce and Industries and Ahmedabad Management Association.
This helped securing Company interests in various matters and for keeping abreast with latest
development in the business and industry.
16. ENVIRONMENT – SAFETY – HEALTH:
Safety was a key word and safe operating practices and safe work for all, were the KRAs. With regular
tool box meetings at shop floors level, all our awareness and involvement were achieved and personnel
protective equipments and health check ups contributed to safety and good occupational health of
employees. Conditions for environmental clearance and GPCB consent were fully complied with.
17. INTERNAL CONTROL AND AUDIT:
Company has a proper and adequate system of Internal Control commensurate with its size and the
nature of its operation to ensure that all assets are safeguarded and protected against loss from un-
authorised use or disposition and those transactions are authorised, recorded and reported correctly.
During the year under review, Internal Audit of the Company has been carried out by a firm of
Chartered Accountants.
18. CORPORATE GOVERNANCE:
In line with the Company’s commitment to good Corporate Governance Practices, your Company has
complied with all the mandatory provisions of Corporate Governance as prescribed in Clause 49 of
the Listing Agreement with the Stock Exchanges.
A separate report on Corporate Governance and Practicing Company Secretaries Report thereon are
included as a part of the Annual Report.
19. MANAGEMENT’S DISCUSSION AND ANALYSIS (MDA):
MDA covering details of operations, International markets, Research and Development, Opportunities
and Threats, etc. for the year under review is given as a separate statement, which forms part of this
Annual Report.
20. DIRECTORS:
Mr. Vinod Narain and Dr. S. R. Ganesh, Directors of the Company retire by rotation at the ensuing
Annual General Meeting and being eligible, offered themselves for re-appointment.
Dr. S. Srikumar was appointed as an Additional Director of the Company by the Board of Directors
in their meeting held on 20th January 2009 and vacates the office of the Director at the ensuing Annual
General Meeting pursuant to the provisions of Section 260 of the Companies Act, 1956. Notice has
been received from a member under Section 257 of the Companies Act, 1956 together with necessary
deposit proposing his intention for the appointment of Dr. S. Srikumar as the Director of the Company.
The Board recommends the re-appointments of Mr. Vinod Narain, Dr. S. R. Ganesh and of Dr. S.
Srikumar as Directors of the Company.
11
Pursuance to Clause 49 of the Listing Agreement, brief resumes of Mr. Vinod Narain, Dr. S. R. Ganesh
and Dr. S. Srikumar, together with their expertise in specific functional areas and names of the
Companies in which they hold office of a Director and / or the Chairman / Membership of Committees
of the Board, is given in the Notice of the Annual General Meeting.
21. STATUTORY AUDITORS:
Members are requested to appoint Statutory Auditors for the current year and fix their remuneration.
M/s. Talati & Talati, Chartered Accountants, the Company’s Auditors will retire at the conclusion of
the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.
22. PARTICULARS OF EMPLOYEES:
The particulars of employees, as required under Section 217 (2A) of the Companies Act, 1956 are given
as an Annexure-A to this report.
23. PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE EARNINGS AND OUTGO:
The additional information regarding conservation of energy, technology absorption and foreign
exchange earnings and outgo, stipulated under Section 217 (1) (e) of the Companies Act, 1956 are
given as an Annexure–B to this report.
24. DIRECTORS’ RESPONSIBILITY STATEMENT:
Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors hereby confirm that:
(i) in the preparation of the Annual Accounts, the applicable accounting standards have been
followed;
(ii) sound accounting policies have been selected and applied consistently and judgments and
estimates made that are reasonable and prudent so as to give a true and fair view of the state of
affairs of the Company at the end of the Financial Year ended 31st March 2009 and the Profit and
Loss Account for the year ended on that date;
(iii) proper and sufficient care has been taken for the maintenance of adequate accounting records in
accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the
Company and for preventing and detecting fraud and other irregularities;
(iv) the Annual Accounts have been prepared on a going concern basis.
25. “GROUP” FOR INTER-SE TRANSFER OF SHARES:
As required under Clause 3(e) of the Securities and Exchange Board of India (Substantial Acquisition
of Shares and Takeover) Regulations 1997, persons constituting “Group” (within the meaning as
defined in the Monopolies and Restrictive Trade Practices Act, 1969) for the purpose of availing
exemption from applicability of the provisions of Regulation 10 to 12 of the aforesaid SEBI Regulations
are given in Annexure C attached herewith and the said Annexure C forms part of this Annual Report.
26. ACKNOWLEDGEMENT:
Your Directors thank the Company’s customers, vendors, bankers, auditors, investors and Government
bodies for their continued support during the year. Your Directors place on record their appreciation
of the contributions made by employees at all levels. Your Company’s consistent growth was made
possible by their hard work, solidarity, co-operation and support.
For and on behalf of the Board,
Place: Ahmedabad (Rajendra S. Shah)

th
Date : 25 June 2009 Chairman
12
ANNEXURE- “A” TO THE DIRECTORS’ REPORT
Information under section 217(2A) of the Companies Act, 1956 read with the Companies (particulars of
employees) Rules, 1975 and forming part of the Directors’ report for the year ended 31st March, 2009.
(A) Employed throughout the financial year under review and were in receipt of remuneration for the
Financial Year in the aggregate of not less than Rs.24,00,000/- p.a.
1. Name Shri Bhadresh K. Shah
2. Age 58 Years
3. Qualification B.Tech Metallurgical
4. Designation Managing Director
5. Date of commencement of employment. 1.4.1991
6. Experience 32 Years
7. Remuneration Rs.62.26 Lacs p.a.
8. Particulars of last employment :
a) Employer Ahmedabad Induction Alloys Ltd.
b) Last Post Managing Director
c) No. of Years 12 Years
(B) Employed for part of the Financial Year under review and were in receipt of remuneration at the rate
of not less than Rs.2,00,000/- per month : Nil
Place: Ahmedabad (Rajendra S. Shah)

th
Date : 25 June 2009 Chairman
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ANNEXURE - “B” TO THE DIRECTORS’ REPORT

Information under section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of particulars
in the report of Board of Directors) Rules, 1988 and forming part of the Directors’ Report for the year ended
31st March 2009.
FORM – A
A) CONSERVATION OF ENERGY :
a) Modification of Liner Heat Treatment furnace from LDO fired to PNG fired has reduced the Energy
cost by 20%.
b) Replacing Conventional Screw Air Compressor with Technologically advanced Screw Air
Compressor with inbuilt VFD has reduced Energy Consumption from 52 KWH to 39 KWH i.e.
Energy saving of 25%.
c) Provision of 5000 KVAR HT Capacitors has improved AIA-M1 Power Factor from 0.95 to 0.99
which resulted in 2% rebate in Electricity Bill.
I. POWER & FUEL CONSUMPTION:
Particulars Current Year Previous Year
2008-2009 2007-2008
1. Electricity
a) Purchased Units 99599486 63510349
Total Amount (Rs. in Lacs) 6424.41 3169.80
Rate / Unit / (Rs.) 6.45 4.99
b) Own Generation
Through Diesel Generator Unit 79706 102945
Unit per Litre of Diesel Oil 3.07 2.53
Cost / Unit (Rs.) 12.09 15.64
c) Through Steam Turbine/Generator
Units N.A. N.A.
Units per Litre of Fuel/Oil/Gas/ N.A. N.A.
Cost/Unit (Rs.) N.A. N.A.
2. Coal (Specify Quantity and where used)
Quantity (in Tons) N.A. N.A.
Total cost (Rs.) N.A. N.A.
Average Rate/(Rs.) N.A. N.A.
3. Light Diesel Oil
Quantity (in Kilo Litre) 842020 2229636
Total Amount (Rs. in Lacs) 277.87 695.90
Average Rate (Rs.) 33.00 31.21
4. Others/Internal Generation - PNG
Quantity (Unit) (SCM) 150301 N.A.
Total Cost (Rs. in Lacs) 38.12 N.A.
Rate/Unit (Rs.) 25.36 N.A.
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II. CONSUMPTION PER UNIT OF PRODUCTION:

Particulars Current Year Previous Year
2008-2009 2007-2008
Product :
Castings Unit (Tonnes) 72436 43536
(Excluding production on job work : Nil
[Previous Year 112288 Tonnes]
Electricity per Ton of Castings (Units) 1375 1459
15
FORM – B
(B) TECHNOLOGY ABSORPTION :
I. RESEARCH & DEVELOPMENT ( R & D)
a) Specific areas in which R & D carried out by the Company.
• New design of inserts developed for inserted rolls for thermal power plants.
• New alloy developed for hollow balls.
b) Benefits derived as a result of the above R & D.
• New design is expected to offer better performance of inserted rolls.
• Hollow balls in new alloy has increased the life of the component.
c) Future plans of action.
• Concepts of new design of insert to be applied for rolls used in other applications.
d) Expenditure on R & D (Rs. in Lacs).
1. Capital - Nil
2. Recurring - Nil
3. Total - Nil
4. Total R & D expenditure as percentage of total turn over - Nil.
II. TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION
a) Efforts in brief made towards technology absorption, adaptation and innovation.
• Adaptation of “polymer quenching technique” for grinding media.
• Adaptation of natural gas as fuel for heat treatment furnace.
b) Benefits derived as a result of the above efforts.
• Polymer quenching offers advantage of pollution free work place and product has better
aesthetic appearance as compared to oil quenching.
• Gas fired furnace offers advantage of energy saving and operation is cleaner.
c) Imported technology.
• No technological inputs were used from outside. All developments were in house.
d) Foreign Exchange Earnings and outgo:
(Rs. in Lacs)
31.3.2009 31.3.2008
i) Total foreign exchange used 6152.15 4466.03
ii) Total foreign exchange earned 49182.21 27305.94
Place : Ahmedabad (Rajendra S. Shah)

Date : 25th June 2009 Chairman
16
ANNEXURE – ‘C’ FORMING PART OF THE DIRECTORS’ REPORT

Following is the list of persons constituting “Group” (within the meaning as defined in the Monopolies
and Restrictive Trade Practices Act, 1969) for the purpose of availing exemption from applicability of the
provisions of Regulations 10 to 12 of Securities and Exchange Board of India (Substantial Acquisition of
Shares and Takeovers) Regulations, 1997 as provided in Clause 3 (e) of the said Regulations.
Sr. No. Particulars
1 Welcast Steels Limited

2. Vega Industries (Middle East) F.Z.E.
3. Vega Industries Limited, U.K.
4. Vega Industries Limited, U.S.A.
5. Vrindavan Alloys Private Limited.
6. Keyur Financial Services Private Limited
7. Mr. Bhadresh K. Shah
8. Mrs. Gita B. Shah
9. Mrs. Khushali B. Shah
10. Mrs. Bhumika B. Shah
Place : Ahmedabad (Rajendra S. Shah)

Date : 25th June 2009 Chairman
17
REPORT ON CORPORATE GOVERNANCE
COMPANY’S PHILOSOPHY ON CORPORATE GOVERNANCE

The Company’s philosophy on Corporate Governance aims at assisting the management of the Company
in the efficient conduct of the business and in meeting its responsibilities to all the stakeholders. The
Company always strives to achieve optimum performance at all levels by adhering to good Corporate
Governance practices, such as:
• Fair and transparent business practices.
• Effective management control by Board.
• Adequate representation of Promoters and Independent Directors on the Board.
• Monitoring of executive performance by the Board.
• Compliance of Laws.
• Transparent and timely disclosure of financial and management information.
The Company’s corporate governance philosophy has been further strengthened through the Model Code
of Conduct for the Directors / Designated Employees of the Company for Prevention of Insider Trading.
The said Code of Conduct for Prevention of the Insider Trading has also been amended during the year
under review in line with the amended Securities and Exchange Board of India (SEBI) Prevention of Insider
Trading Regulations in this regard.
We take pleasure in reporting that your Company has complied in all respects with the features of Corporate
Governance specified in Clause 49 of the Listing Agreement.
I. BOARD OF DIRECTORS
(A) Composition of the Board:
The Composition of the Board of Directors, with reference to the number of Executive and Non-
Executive Directors, meets the requirement of Code of Corporate Governance. The Board is headed
by the Non-Executive Chairman, Mr. Rajendra S. Shah. The present strength of the Board of
Directors is 7 which include 1 Executive - Promoter Director, 5 Independent - Non-Executive
Directors and 1 Non Independent - Non-Executive Director in terms of Clause – I (A) (iii) of Clause
49 of the Listing Agreement. Board represents a balance mix of professionalism, knowledge and
expertise.
Board Meetings / Directors Particulars:
Company’s Board met six times during the year under review on 26th April 2008, 4th June 2008,
31st July 2008, 22nd October 2008, 12th November 2008 and 20th January 2009. The Company holds
one Board Meeting in each quarter and the gap between any two Board Meetings was not more
than four months as prescribed under the Listing Agreement. Details of the Directors, their
positions, attendance record at Board meetings and last Annual General Meeting (AGM), other
Directorships (excluding private limited, foreign companies and alternate directorships) and the
memberships / Chairmanships of Board Committees other than your Company as on 31st March
2009 are as follows:
18
Name of the Directors Category Board Meetings Attendance at

Attended the Last AGM
held on
16.09.2008
Mr. Rajendra S. Shah Independent – 5 Present
(Chairman) Non Executive
Mr. Bhadresh K. Shah Executive - Promoter 6 Present
(Managing Director)
Mr. Vinod Narain Independent - Non Executive 0 Absent
Dr. S. R. Ganesh Independent - Non Executive 2 Absent
Mr. Bhupendra A. Shah Independent - Non Executive 6 Present
Mr. Sanjay S. Majmudar Independent - Non Executive 6 Present
Dr. S. Srikumar* Non Independent – Non Executive N.A. N.A.
* Appointed as an Additional Director w.e.f. 20.01.2009.
Number of Directorships & Committee Memberships/Chairmanships in other public companies
(excluding Private & Foreign Companies):
Name of the Other Committee Committee
Directors Directorships Memberships Chairmanships
Mr. Rajendra S. Shah 4 1 None
Mr. Bhadresh K. Shah* 2 None None
Mr. Vinod Narain 1 None None
Dr. S. R. Ganesh 1 None None
Mr. Bhupendra A. Shah None None None
Mr. Sanjay S. Majmudar 4 2 1
Dr. S. Srikumar None None None
* includes the directorship in Reclamation Welding Limited which got merged with the Company
by the order of Hon’ble High Court of Gujarat dated 08.05.2009.
(B) Independent Directors’ Compensation and Disclosures:
Independent Directors are paid sitting fees in accordance with the applicable laws.
Role of Independent Directors:
The Independent Directors play an important role in the deliberations in Board Meetings and bring
with them rich expertise in their respective fields.
(C) Information available to the members of the Board:
All the information as specified in Clause 49 of the Listing Agreement is provided to the Board of
Directors. Information like businesses to be transacted at Board Meeting is submitted well in
advance through electronic mail mode and agenda papers are submitted to them when the Board
meeting is scheduled to be held or are tabled during the course of Board Meetings.
(D) Code of Conduct:
Company’s Board has laid down a Code of Conduct for all Board Members and Senior
Management Personnel of the Company. The Code of Conduct is available on the website of the
Company www.aiaengineering.com. All Board Members and Senior Management Personnel have
affirmed compliance of the Code of Conduct. A declaration signed by the Managing Director to
this effect is enclosed at the end of this report.
19
II. COMMITTEES OF THE BOARD:

The Company has four (4) Board level Committees, namely:
a) Audit Committee;
b) Shareholders’ / Investors’ Grievance Committee;
c) Remuneration Committee; and
d) QIP Committee.
a) AUDIT COMMITTEE:
As on 31st March 2009, the Audit Committee comprise of 4 Independent Directors. Names of the
members and the Chairman of the Committee as on 31st March 2009 together with their attendance
are given in the following table.
Name of the Member / Chairman No. of Meetings Meetings Attended
Mr. Rajendra S. Shah - Chairman 5 3
Mr. Vinod Narain 5 0
Mr. Bhupendra A. Shah 5 5
Mr. Sanjay S, Majmudar* 3 3
* Appointed as the member of the Audit Committee w.e.f. 04.06.2008.
During Financial Year 2008-09, five (5) Audit Committee meetings were held on 26th April 2008,
3rd June 2008, 31st July 2008, 22nd October 2008 and 20 th January 2009. Necessary quorum was
present for all the meetings. The time gap between any two Audit committee meetings was not
more than four months.
The Chairman of the Audit Committee attended the last Annual General Meeting of the members
of the Company held on 16th September 2008.
The Managing Director, Executive Director (Finance), Statutory Auditors’ and Internal Auditors’
were invited whenever necessary to the meetings of the Audit Committee.
Mr. S. N. Jetheliya, Company Secretary acts as Secretary of the Committee.
The Terms of Reference of the Audit Committee cover the matters specified for Audit Committee
under Clause 49 of the Listing Agreement and Section 292A of the Companies Act, 1956.
Brief description of terms of reference:
i) Supervision of the Company’s financial reporting process.
ii) Reviewing with the management, the financial results before placing them to the Board with
a special emphasis on accounting policies and practices, internal controls, compliance with
the accounting standards and other legal requirements concerning financial statements.
iii) Reviewing the adequacy of internal control systems and internal audit functions including their
policies, procedures, techniques and other regulatory requirements with the statutory auditors.
iv) Reviewing the Company’s financial and Risk Management policies;
v) Recommending the appointment and removal of external auditors and their remuneration.
vi) Keeping watch on timely payment to shareholders, creditors etc.
vii) Reviewing of significant Related Party Transactions, if any.
viii) Reviewing management discussion and analysis of financial condition and result of
operations.
ix) Reviewing the performance of the Statutory and Internal Auditors and appointment, removal
and terms of remuneration of Chief Internal Auditors.
20
The Audit Committee also reviews the uses / applications of QIP funds by major category (capital
expenditure, sales and marketing, working capital, etc), on a quarterly basis as a part of their
quarterly declaration of financial results. The audit committee makes appropriate recommendations
to the Board to take up steps in this matter.
b) SHAREHOLDERS’ / INVESTORS’ GRIEVANCE COMMITTEE
The Company has constituted a Shareholders’/Investors’ Grievance Committee of Directors to look
into the:
(i) Redressal of Shareholders’ and Investors’ complaints like transfer of shares, non-receipt of
Annual Reports, non-receipt of declared dividends etc.
(ii) Oversee the performance of the Registrar and Transfer Agent and recommend measures for
overall improvement in the quality of investor services.
Composition, Name of Members and Chairperson:
1. Mr. Rajendra S. Shah - Chairman
2. Mr. Bhadresh K. Shah - Member
Mr. S. N. Jetheliya, Company Secretary acts as the Compliance Officer of the Committee.
Meetings and attendance during the year:
The Committee meets on need basis. During the year under review Committee met four times on
29th April 2008, 29th July 2008, 20th October 2008 and 19 th January 2009.
Number of Shareholders complaints received so far:
The total numbers of Complaint received and replied to the satisfaction of Shareholders during
the year under review was 1. There are no outstanding complaints as on 31st March, 2009.
Number of Complaints not solved to the satisfaction of shareholders: Nil
Number of pending share transfers: Nil
c) REMUNERATION COMMITTEE:
Brief description of terms of reference:
To formulate a remuneration policy and recommend/review the remuneration payable to the
Executive Directors.
Composition, Name of Members and Chairperson:
1. Mr. Vinod Narain - Chairman
2. Mr. Rajendra S. Shah - Member
3. Dr. S. R. Ganesh - Member
Meeting and Attendance during the year:
No meeting of Remuneration Committee was held during the year under review.
Remuneration Policy:
To review the remuneration package of the Managing Director and recommend suitable revision
to the Board.
21
Details of remuneration to all the Directors:

The details of remuneration paid to the Managing Director during the year 2008-2009 are given below:
(Rs. in Lacs)
Name of the Director and Salary Perquisites Total

Designation
Mr. Bhadresh K. Shah,

60.00 2.26 62.26
Managing Director
The Company does not have any stock option plan or performance linked incentive for the Executive
Director.
The details of Sitting Fees paid to the Independent - Non-Executive Directors and Non-Executive Director
for attending Board and Committee Meetings during the financial year 2008-2009 is given below:
Sr.No. Name of the Directors Sitting Fees Paid (Rs. in Lacs)
1 Mr. Rajendra S. Shah 0.40
2 Mr. Vinod Narain 0.00
3 Dr. S. R. Ganesh 0.10
4. Mr. Bhupendra A. Shah 0.55
5. Mr. Sanjay S. Majmudar 0.45
6. Dr. S. Srikumar* Nil
* Appointed as an Additional Director w.e.f. 20.01.2009.
Mr. S. N. Jetheliya, Company Secretary acts as the Secretary of the Committee.
d) QIP COMMITTEE:
i) Composition, Name of Members and Chairperson:
1. Mr. Rajendra S. Shah - Chairman
2. Mr. Bhadresh K. Shah - Member
3. Mr. Bhupendra A. Shah - Member
ii) Brief description of terms of reference:
1. To monitor the execution of the projects specifically in context of utilization of the issue
proceeds.
2. To submit quarterly Reports to the Audit Committee/Board of Directors of the Company.
During the year under review the Committee met on 23rd April 2008, 22nd July 2008, 20th October
2008 and 23rd January 2009.
III Subsidiary Companies:
None of the subsidiaries of the Company come under the purview of the Material Non-Listed Subsidiary.
However, the particulars of the significant transactions and the Financial Statements of Subsidiaries, in
particular, the investments, if any, during the quarter are reviewed by the Audit Committee of the Company.
The copies of the minutes of the unlisted Indian Subsidiary Companies are placed in the subsequent
Board Meeting of the Company.
With effect from 20.05.2009, two un-listed subsidiaries of the Company viz, Reclamation Welding
Limited and Paramount Centrispun Castings Private Limited were amalgamated with the company
by the order of Hon’ble High Court of Gujarat, Ahmedabad dated 08.05.2009.
22
IV Disclosures:
(A) Related Party Transactions:
The Company has not entered into transactions of material nature with related parties i.e. Directors
or Management, their subsidiaries or relatives conflicting with the Company’s interest at large.
The Register of Contracts containing transactions in which Directors are interested is placed before
the Audit Commitee / Board regularly for its recommendation / approval. The details of Related
Party Transactions are disclosed in financial section of this Annual Report.
(B) Disclosure of Accounting Treatment:
In the preparation of the Financial Statements, the Company has followed Accounting policies
and Practices as prescribed in the Accounting Standards and there is no change in the accounting
treatment during the year under review.
(C) Board Disclosure – Risk Management:
The Company has laid down procedures for the Risk Assessment and its Minimization. These
procedures are periodically reviewed by the Audit Commitee / Board to ensure that executive
management controls risk through means of a properly defined framework.
(D) The Company has not come out with any Public Issue, Right Issue or Preferential Issue etc. during
the year under review.
(E) Remuneration of Directors:
Mr. Bhadresh K. Shah is the only Executive Director of the Company and remuneration paid to
him is as under:
(Rs. in Lacs)
Name of the Director Salary Perquisites Total
and Designation
Mr. Bhadresh K. Shah,
60.00 2.26 62.26
Managing Director
The Company does not have any stock option plan or performance linked incentive for the
Executive Director.
The details of Sitting Fees paid to the Independent Non-Executive Directors and Non-Executive Director
for attending Board and Committee Meetings during the financial year 2008-2009 is given below:
Sr.No. Name of the Directors Sitting Fees Paid (Rs. in Lacs)
1 Mr. Rajendra S. Shah 0.40
2 Mr. Vinod Narain 0.00
3 Dr. S. R. Ganesh 0.10
4. Mr. Bhupendra A. Shah 0.55
5. Mr. Sanjay S. Majmudar 0.45
6. Dr. S. Srikumar* Nil
* Appointed as an Additional Director w.e.f.20.01.2009.
The Directors’ Remuneration Policy of your Company conforms to the provisions under Companies
Act, 1956. The Board determines the remuneration of the Non-Executive Directors.
(F) Management
(i) Management Discussion and Analysis Report:
Management Discussion and Analysis Report is set out in a separate section included in this
Annual Report and forms a part of this Report.
23
(ii) Disclosure of material Financial and Commercial Transactions:

As per the disclosure received from the Senior Management Personnel, no material Financial
and Commercial transactions that may have a potential conflict with the interest of the
Company at large were taken place during the year under report.
(G) Shareholders:
(i) Disclosures regarding appointment or re-appointment of Directors:
Mr. Vinod Narain and Dr. S. R. Ganesh, Directors of the Company will retire by rotation at
the ensuing Annual General Meeting and being eligible, have offered themselves for re-
appointment. Dr. S. Srikumar, who was appointed as an Additional Director of the Company
vacates his office at the ensuing Annual General Meeting.
The Board has recommended the re-appointments of the retiring Directors and of Dr. S.
Srikumar.
The brief resume and other informations required to be disclosed under this section are
provided in the notice of the Annual General Meeting.
(ii) Quarterly results are forwarded to the Stock Exchanges where the Equity Shares of the
Company are listed and the same is posted on Company’s website.
(iii) Shareholding of Non-Executive Directors as on 31 st March 2009:
Name of Directors Number of Shares
Mr. Rajendra S. Shah 5
Mr. Vinod Narain Nil
Dr. S. R. Ganesh Nil
Mr. Bhupendra A. Shah 120
Mr. Sanjay S. Majmudar 15120
Dr. S. Srikumar Nil
(H) Compliance by the Company:
The Company has complied with all the mandatory requirements of the Listing Agreements with
Stock Exchanges as well as regulations and guidelines of SEBI. Further, during the last three years,
no penalties were imposed or strictures were passed on the Company by the Stock Exchanges or
SEBI or any statutory authority, on any matter related to capital markets.
(V) CEO / Executive Director (Finance) Certification:
The Managing Director and the Executive Director (Finance) of the Company have certified to the Board
as required under Clause 49 (V) of the Listing Agreement for the year ended 31st March 2009.
(VI) Means of Communication:
(1) The quarterly and half yearly results are published in widely circulating national and local dailies
such as “The Business Standard”, “Economic Times”, “Financial Express” and Hindu Business
Line in English and Gujarati. These results are not sent individually to the shareholders but are
put on the website of the Company.
(2) The Company’s results and official news releases are displayed on the Company’s website address:
www.aiaengineering.com. The Company holds meetings with the investors and analysts.
24
(VII) General Body Meetings: (Last three years disclosures)

(a) GENERAL MEETING:
(i) ANNUAL GENERAL BODY MEETINGS:
The particulars of the last three Annual General Meetings held are given hereunder:
Financial Date Venue Time
Year
2007-08 16.09.2008 H.T. Parekh Convention Centre, 10.00 A.M.
Ahmedabad Management Association,
ATIRA Campus,
Dr. Vikram Sarabhai Marg, Ahmedabad–380 015
2006-07 31-08-2007 H.T. Parekh Convention Centre, 10.00 A.M.
ATIRA Campus,
2005-06 27-09-2006 H.T. Parekh Convention Centre, 10.00 A.M.
ATIRA Campus,
The following special resolutions were passed by the members during the past 3 Annual
General Meetings:
Annual General Meeting held on 16-09-2008
• To consider to keep the Register and Index of Members, and copies of Annual Returns
prepared under Section 159 and 160 of the Companies Act, 1956 together with the Copies
of Certificates and documents required to be annexed thereto under Section 160 and 161 of
the Companies Act, 1956 at the Branch office of Link Intime India Pvt. Ltd. (Formerly Intime
Spectrum Registry Limited), the Registrar and Share Transfer Agent of the Company at 211,
Sudarshan Complex, Nr. Mithakhali Under Bridge, Navrangpura, Ahmedabad – 380009
Annual General Meeting held on 31-08-2007
• To consider payment of Professional fees / compensation, if any, payable to Non-Executive
Directors including Independent Directors of the Company.
Annual General Meeting held on 27-09-2006.
• To consider issue of Shares pursuant to the provisions of Section 81 (1A) of the Companies
Act, 1956 and to authorize the Board of Directors of the Company to offer, issue and allot
Equity Shares through ESOP / ESPS to the permanent Employees including directors of
the Company whether whole-time or working in India or overseas or otherwise except
Promoter Directors.
• To consider issue of Shares pursuant to the provisions of Section 81 (1A) of the Companies
Act, 1956 and to authorize the Board of Directors of the Company to offer, issue and allot
Equity Shares through ESOP / ESPS to the permanent Employees of the subsidiary
Company (ies), whether Indian or foreign including Directors of the Subsidiary Companies
whether working in India or overseas or otherwise except Promoter Directors.
(ii) EXTRAORDINARY GENERAL MEETING
No Extraordinary General Meeting of the members was held during this year.
25
(iii) COURT CONVENED MEETING OF MEMBERS:

A Court Convened meeting of the Members of the Company was held on 16th January 2009
at 10.00 A.M. H.T. Parekh Convention Centre, Ahmedabad Management Association, ATIRA
Campus, Dr. Vikram Sarabhai Marg, Ahmedabad – 380 015 in terms of the Order dated 24th
November 2008 of the Hon’ble High Court of Gujarat, Ahmedabad for obtaining the requisite
approval of the Members of the company for the Scheme of Amalgamation of Reclamation
Welding Limited and Paramount Centrispun Castings Private Limited with the Company.
(b) POSTAL BALLOT:
No Postal Ballot was conducted during the year under review
VIII GENERAL SHAREHOLDER INFORMATION
Date and Time of 19th AGM Wednesday, the 23rd September 2009 at 10.00 A.M.
Venue of AGM H.T. Parekh Convention Centre, Ahmedabad Management
Association, ATIRA Campus, Dr. Vikram Sarabhai Marg,
Ahmedabad–380 015
Financial Year 31st March 2009
Book Closure Date 14.09.2009 to 23.09.2009
Registered Office Address 115, GVMM Estate, Odhav Road, Odhav, Ahmedabad-382 410
Dividend Payment Date Within 30 days from the date of declaration of Dividend.
Compliance Officer Mr. S. N. Jetheliya, Company Secretary
Email for Redressal of Investors’ ric@aiaengineering.com

Complaints in terms of Clause 47 (f)
of the Listing Agreement
Website www.aiaengineering.com
Financial Calendar (subject to change) for the Financial Year 2009-10
First Quarter Results On or before 31st July 2009
Second Quarter & Half Yearly Results On or before 31st October 2009
Third Quarter Results On or before 31st January 2010
Audited Results for the year 2009-10 On or before 30th June 2010
(a) Listing on Stock Exchanges:

Name and Address of the Stock Exchanges Scrip Code
Bombay Stock Exchange Limited

25th Floor, P. J. Towers, Dalal Street, Fort, Mumbai – 400 001 532683
National Stock Exchange of India Limited
Exchange Plaza, Bandra-Kurla Complex, Bandra (E), Mumbai – 400 051 AIAENG
The listing fees for the year 2009-10 have been paid to both the Stock Exchanges.
26
(b) Market Price Data: The securities of the Company have been listed on BSE and NSE. The stock market
prices were as under:
Bombay Stock Exchange National Stock Exchange
Limited of India Limited
Month BSE High Low High Low
Sensex (Rs.) (Rs.) (Rs.) (Rs.)
April 08 17287.31 1675.00 1447.00 1639.00 1430.70

May 08 16415.57 1665.00 1440.00 1665.00 1441.00
June 08 13461.60 1600.00 1240.00 1595.00 1211.35
July 08 14355.75 1349.00 1180.90 1395.45 1158.05
Aug. 08 14564.53 1575.00 1201.00 1724.00 1240.00

Sept. 08 12860.43 1650.00 1340.00 1800.00 1270.40
Upto* 12th Oct. 08 9788.06 1334.90 920.00 1345.00 927.00
From** 13th Oct. 08 9788.06 223.00 148.00 224.00 142.60
Nov.08 9092.72 183.85 119.00 180.00 108.10

Dec.08 9647.31 160.00 118.05 163.00 115.05
Jan.09 9424.24 149.00 104.50 149.85 104.20
Feb.09 8891.61 124.40 107.25 125.00 101.45
Mar.09 9708.50 135.75 102.05 136.30 101.50

* The face value of Equity Shares of the Company was of Rs.10 per share upto 12.10.2009.
** The face value of Equity Shares of the Company was of Rs.2 per share on account of sub-division
/ split of the Equity Shares of the Company from the face value of Rs.10 each to Rs.2 each.
(c) Registrar & Share Transfer Agents:
MUMBAI OFFICE AHMEDABAD BRANCH OFFICE:
Link Intime India Private Limited Link Intime India Private Limited
(Formerly - Intime Spectrum Registry Ltd.), (Formerly - Intime Spectrum Registry Ltd.)
C/13, Pannalal Silk Mills Compound, 211, Sudarshan Complex,
Kantilal Maganlal Ind. Estate, Nr. Mithakhali Under Bridge,
L.B.S. Marg, Bhandup (West), Navrangpura,
MUMBAI – 400 078 AHMEDABAD - 380 009
Phone No. 022-25960320-28 Phone – 079-26456179
Fax No. 022-25960329 email: ahmedabad@linkintime.co.in
Email : isrl@vsnl.com
(d) Share transfer System:
The share transfers are processed and the share certificates are returned to the shareholders within
a maximum period of 30 days from the date of receipt, subject to the documents being valid and
complete in all respects.
27
(e) Distribution of Shareholding:

(i) Shareholding pattern as on 31st March, 2009.
Category No. of Shares held Total No. of % of
Physical Electronic Shares Holding
Promoters Shareholding 20015 65360095 65380110 69.57
Mutual Funds & UTI 0 17889766 17889766 19.03
Banks, FI & Insurance Companies 0 500 500 0.00
Foreign Financial Institutions 0 4748651 4748651 5.05
NRIs 0 245998 245998 0.26
Other Corporate Bodies 0 2396145 2396145 2.55
Indian Public 140 3322630 3322770 3.54
Total 20155 93963785 93983940 100.00
(ii) Distribution of Shareholding as on 31st March 2009.
No. of Equity Shares No. of Folios % of Total Folios No. of Shares % of Holding
1 to 500 11241 93.6520 1136783 1.2100
501 to 1000 296 2.4660 231812 0.2470
1001 to 2000 186 1.5500 267824 0.2850
2001 to 3000 80 0.6670 203195 0.2160
3001 to 4000 28 0.2330 98419 0.1050
4001 to 5000 40 0.3330 187262 0.1990
5001 to 10000 32 0.2670 235200 0.2500
10001 & above 100 0.8330 91623445 97.4880
Grand Total 12003 100.0000 93983940 100.0000
Shareholders in Physical Mode 10 0.0833 20155 0.0214
Shareholders in Electronic Mode 11993 99.9167 93963785 99.9786
(f) Dematerialization of Shares & Liquidity:

The shares of the company are compulsorily traded in DEMAT form in the Stock Exchanges where
they are listed. The shares are available for dematerialization on both the Depositories viz. National
Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL).
As on 31-03-2009, 93963785 Equity Shares are in Dematerialized Form representing 99.98% of the
total paid up Equity share capital of the Company. The ISIN allotted to the Company’s scrip is
INE212H01026. The shares of the company are actively traded at Bombay Stock Exchange Limited,
Mumbai (BSE) and National Stock Exchange of India Limited, Mumbai (NSE).
(g) Outstanding GDRs/ADRs/Warrants or any Convertible Instruments, conversion date and likely
Impact on Equity:
The company has not issued GDRs / ADRs / Warrants or any convertible instruments.
(h) Plant Locations:
(a) 235-236, G.V.M.M. Estate, odhav Road,
Odhav, Ahmedabad – 382 410
(b) 129/129-A, G.V.M.M. Estate, odhav Road,
(Erstwhile Reclamation Welding Ltd.)
Odhav, Ahmedabad – 382 410
28
(c) Plot No.s 70-77, Survey No.s 423/P, 426/P & 427/P,
Mahagujarat Industrial Estate, Sarkhej-Bavla N. H. 8-A,
Village: Moraiya, Post: Changodar, Taluka: Sanand, Dist.: Ahmedabad – 382 213
(d) L-3, MIDC Industrial Area,
(Erstwhile Paramount Centrispun Castings Pvt. Ltd.)
Hinga, Nagpur - 400 016
(i) Address for Correspondence:
a) For transfer / dematerialization of shares, change of address of members and other queries:
MUMBAI OFFICE AHMEDABAD BRANCH OFFICE:
Link Intime India Private Limited Link Intime India Private Limited
(Formerly - Intime Spectrum Registry Ltd.), (Formerly - Intime Spectrum Registry Ltd.)
C/13, Pannalal Silk Mills Compound, 211, Sudarshan Complex,
Kantilal Maganlal Ind. Estate, Nr. Mithakhali Under Bridge,
L.B.S. Marg, Bhandup (West), Navrangpura,
MUMBAI – 400 078 AHMEDABAD - 380 009
Phone No. 022-25960320-28 Phone – 079-26456179
Fax No. 022-25960329 email: ahmedabad@linkintime.co.in
Email : isrl@vsnl.com
b) Any query relating to Dividend, Annual Reports etc.
Mr. S. N. Jetheliya,
Company Secretary & Compliance Officer
115, GVMM Estate, Odhav Road, Odhav,
AHMEDABAD-382 410
Phone No. 079-22901078-81, Fax No. 079-22901077
Email: snj@aiaengineering.com
Investors’ related query mail to ric@aiaengineering.com
Details of Non-Compliance
There was no non-compliance during the year and no penalties has been imposed or strictures
passed on the Company by the Stock Exchanges, SEBI or any other Statutory Authority. The
Company has obtained a Certificate from the Practicing Company Secretaries on Corporate
Governance and the same will be sent to all the shareholders of the Company. The same certificate
shall also be sent to all the concerned Stock Exchanges along with the Annual Reports to be filed
by the Company.
Practicing Company Secretaries Certificate on Corporate Governance
A certificate has been issued by M/s. Tushar Vora & Associates, Practicing Company Secretaries
with regard to compliance of conditions of Corporate Governance is attached to this report.
NON-MANDATORY REQUIREMENTS
a) Chairman of the Board
A Non-Executive Chairman heads the Board of the company.
b) Remuneration Committee
The Board has constituted a Remuneration Committee consisting of three non-executive directors.
c) Shareholder Rights
As the Quarterly, Half Yearly and Annual Results under Clause 41 of the Listing Agreement
are published in leading newspapers having wide circulation, the same are not sent to the
shareholders of the company individually.
d) Postal Ballot
The company has no occasion to place a resolution requiring Postal Ballot for Shareholders
approval as recommended under the relevant rules & Clause 49 of the Listing Agreement.
This report was adopted by the Board of Directors at their meeting held on 25th June 2009.
29
Practicing Company Secretaries Certificate on Corporate Governance
To
The Members of
Ahmedabad-382 410
We have examined the compliance of conditions of Corporate Governance by AIA ENGINEERING LIMITED
for the year ended 31st March 2009 as stipulated in Clause 49 of the Listing Agreement of the Company
with the Stock Exchanges in India.
The Compliance of the conditions of Corporate Governance is the responsibility of the management. Our
examination was limited to the procedures and implementation thereof, adopted by the Company for
ensuring the compliance of the conditions of Corporate Governance. It is neither an audit nor an expression
of an 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 us, we certify
that the Company has complied with the conditions of Corporate Governance as stipulated in the above
listing agreement.
We state that during the year ended 31st March 2009, only 1 Investor complaint was received and no Investor
Complaint is pending against the Company as on 31 st March 2009 as per the records maintained by the
Company and presented to the Investors/ Shareholders Grievance Committee.
We further state that such Compliance is neither an assurance as to the future viability of the Company
nor the efficiency or effectiveness with which the management has conducted the affairs of the Company.
For Tushar Vora & Associates

Company Secretaries
Place : Ahmedabad TUSHAR M.VORA

Date : 25th June, 2009 Proprietor
C.O.P. No.: 1745
DECLARATION
In compliance with Clause 49 of the Listing Agreement, I Bhadresh K. Shah, Managing Director of the
Company hereby declares on the basis of information furnished to me that all Board Members and Senior
Managerial Personnel have affirmed in writing the Compliance of their respective Code of Conducts adopted
by the Board for the Financial Year 2008-09.
Place : Ahmedabad (Bhadresh K. Shah)

Date : 25th June, 2009 Managing Director
30
MANAGING DIRECTOR / EXECUTIVE DIRECTOR (FINANCE) CERTIFICATION
To,
The Board of Directors,
AIA Engineering Limited,
Ahmedabad-382 410
We, the undersigned, in our capacities as the Managing Director and Executive Director (Finance) of AIA
Engineering Limited (“the Company”) to the best of our knowledge and belief certify that:
(a) We have reviewed the Financial Statements and the Cash Flow Statement for the year ended on March
31, 2009 and based on our knowledge and belief, we state that:
(i) These statements do not contain any materially untrue statement or omit any material fact or
contain statements that might be misleading.
(ii) These statements together present a true and fair view of the Company’s affairs and are in
compliance with existing Accounting Standards, applicable laws & regulations.
(b) We further state that to the best of our knowledge and belief, there are no transactions executed into
by the Company during the year which are fraudulent, illegal or violate the Company’s Code of
Conduct.
(c) We are responsible for establishing & maintaining Internal Controls for financial reporting and we
have evaluated the effectiveness of the internal control systems of the Company pertaining to financial
reporting and we have disclosed to the Auditors and the Audit Committee those deficiencies, of which
we are aware, in the design or operation of the internal control system, if any, and that we have taken
the required steps to rectify these deficiencies.
(d) We have indicated, based on our evaluation, wherever applicable, to the Auditors and the Audit
Committee:
(i) significant changes, if any, in internal control over financial reporting during the year;
(ii) significant changes, if any, in accounting policies during the year and that the same has been
disclosed in the notes to the financial statements; and
(iii) instances of fraud which we have become aware and the involvement therein, if any, of
management or an employee having significant role in the Company’s internal control system
over financial reporting.
Bhadresh K. Shah Kunal D. Shah

Managing Director Executive Director (Finance)
Place : Ahmedabad Place : Ahmedabad

Date : 25th June, 2009 Date : 25th June, 2009
31
MANAGEMENT DISCUSSION AND ANALYSIS
A. INDUSTRY OVERVIEW
Infrastructure is the pivot on which economic development of any country rests. Cement, mining and utilities
are the basic drivers of infrastructure development. Mill Internals manufactured by the Company find
application in the above mentioned industries.
The Company basically employs alloy-casting process for manufacture of the products, which require
designing of alloys in relation to end application. The casting process is followed by precision heat treatment
to develop required end properties. Therefore, Company can generally be classified as a foundry. The industry
produces a specific range of high chrome mill internals which are used as wear parts in the crushing /
grinding operations in the mills/plants of Cement, Mining and Utility industries, therefore the market
prospects are linked with the requirement of these industries.
The demand of our products is driven by maintenance requirement market and project requirement market.
Outlook in both areas of demand is healthy.
Presently, the Company is mainly focusing on the Cement and Mining segment outside India, however, in
India, it is servicing all the three segments.
B. SWOT ANALYSIS
The Company is uniquely positioned as a supplier of High Chrome Mill Internals on a global scale, on
account of the following competitive strengths:
Ø Focus on the combination of Metallurgy, Design and Applications.
Ø Comprehensive solutions based approach, as distinct from supply of commodity products.
Ø Focus on technology research and development.
Ø Worldwide presence in more than 60 countries, being directly in front of the customers through a net
work of overseas marketing subsidiaries in the Middle East, Europe and USA and warehouse facilities.
Ø Low cost of production.
Ø Strategic commercial partnerships with leading OEMs and customers.
Ø A management team comprising of Technocrats, Professionals and Consultants having rich experience
in High Chrome Mill Internals industry.
WEAKNESS/THREATS
Ø Inability to scale up the capacities rapidly owing to extremely high importance of absolutely zero failure
rate of the products expected by the customers, requiring close monitoring of the quality.
Ø Issues related to logistics, particularly with the increasing volumes of the products.
Ø Current global slow down owing to massive de-stocking witnessed in the cement and mining industries
which may impact the short term performance of the company.
OPPORTUNITIES AND STRATEGIES
Ø To tap the opportunities available in the global Mining segment and the Cement, Mining & Utility
segment in India.
Ø To expand the Cement market by adding new geographies and also by focusing on widening of
product-portfolio in the cement business.
Ø To widen the basket of minerals by focusing on solutions for Copper, Gold and Platinum in addition to
Iron Ore Mining in the global markets.
Ø To maintain and further strengthen our capabilities of Research & Development activity.
Ø To focus more on strategic relationship/ commercial partnerships with international groups.
32
C. SEGMENTWISE PERFORMANCE
The Company primarily operates in only one segment i.e. manufacturing of High Chrome Mill Internals.
However, from the market stand point, to give a better understanding of our market positioning, it may be
mentioned that in F.Y. 2008-09, 43% of the total consolidated sales came from within India and balance
57% came from outside India.
D. OUTLOOK AND PROSPECTS
The Company is operating in a high technology oriented niche engineering segment, involving manufacturing
of impact, abrasion and wear resistant, high chrome mill internal products used by cement, mining and
utility industries. The Company services the ‘replacement’ demand of these industries and the OEM
requirement for new capacities added.
Ø The ‘replacement’ market is strong thanks to the strong demand of metals and cement.
Ø The OEM business is also poised for growth as new cement capacities are being added not only in India,
but in many other parts of the world.
The implementation of the ongoing Greenfield project at Moraiya is complete, and both the phases with an
aggregate capacity of 1,00,000 TPA have been commissioned. The first phase of 50,000 MT. was commissioned
in June 2007 and the second phase of 50,000 MT in May 2008.
Fiscal year 2008-09 –particularly the second half of fiscal year 2008-09 witnessed on set of deep recessionary
trends in the major global markets. The countries which were particularly worst hit include North America,
South America, European Subcontinent as well as CIS countries. Since your company is strongly present in
the cement segment in all these major markets, it has witnessed a temporary impact of this slow down in the
cement replacement demand from the above markets. This impact is likely to be felt till the first half of the
fiscal year 2009-10
Even on the mining front, since your company had focused strongly on Iron Ore for its worldwide foray into
mining business, significant slow down in the iron ore production world wide resulted into a sizeable
destocking activity by the major iron ore mines, which affected your company’s plan to ramp up its production
for servicing this segment in near term.
However, your company firmly believes that the long term prospects are extremely bullish. Further, there are
already earlier signs of some recovery starting to happen in the second half of fiscal year 2009-10.
Your company has taken several initiatives for sustaining the growth momentum. This include in the cement
segment widening of market horizon and focusing on multiple applications etc. On the mining front your
company has aggressively diversified into other minerals like Copper, Platinum and Gold and the initial
response is quite positive. The commercial dispatches in the Copper and Platinum segment have already
begun.
Similarly on the utility front, your company has also started initiatives for entering Chinese markets where
your company has excellent solutions.
On the domestic marketing front, your company continues to enjoy a lion share in all the three segments
where it operates.
Thus, the long term prospects continue to remain very much bullish and strong.
Your company is targeting to increase the production capacity upto around 2,00,000 tons so as to become
effective and available in the fiscal year 2010-11. This would be done through a cap-ex of around Rs.40
crores which will be funded through internal cash generation.
33
E. RISKS AND CONCERNS

Given its large exports, the Company is exposed to foreign exchange rate fluctuation risk. The Company has
started hedging the risk in a systematic manner, so as to mitigate the same.
Another major area of risk is with regard to fluctuation in the raw material prices. However, the Company
has converted major portion of its contracts from fixed price to fluctuating price regime. Again, the Company
is closely monitoring the price movements and is regularly buying the raw materials during low price cycles
so as to average out the impact of price fluctuations.
The Company is exposed to certain operating business risks, similar to most manufacturing companies,
which is mitigated by regular monitoring and corrective actions.
F. INTERNAL CONTROL SYSTEM AND THE ADEQUACY
The Company has proper and adequate system of internal controls commensurate with its size and nature
of operations to provide reasonable assurance that all assets are safeguarded, transactions are authorized,
recorded & reported properly and to ascertain operating business risks, which is mitigated by regular
monitoring and corrective actions.
The internal control system has been designed so as to ensure that the financial and other records are reliable
and reflects a true and fair view of the state of the Company’s business.
A qualified and independent Audit Committee of the Board of Directors actively reviews the adequacy and
effectiveness of internal control systems and suggests improvements for strengthening them.
G. FINANCIAL PERFORMANCE REVIEW
The financial performance of the Company as a whole (on consolidated basis) is as under:-
I. Consolidated Performance
An analysis of the consolidated performance of the Company is given below:
(a) Physical Production
The production achieved is as under:
(Qty. in M.T.)
Product F.Y.2008-09 F.Y.2007-08
High Chrome Mill Internals 103570 88166
It will be seen that in physical terms, the Company has achieved 17.47% growth in F.Y.2009 over
the F.Y. 2008.
(b) Sales Turnover ( Consolidated)
The comparative position of sales turnover achieved by the Company is as under :
(Rs. in Lacs)
Particulars F.Y.2008-09 F.Y.2007-08
Sales in India 44192.30 36584.66
Sales Outside India 58136.80 32533.49
Total 102329.10 69118.15
It will be seen that the total sales of the Company have increased by 48% over the previous financial
year. Further, sales in India have increased by 21 % over the previous financial year and sales
outside India have increased by 79 % over the previous financial year.
34
(c) Key Performance Indicators (Consolidated)

An analysis of the key indicators as percentage to Sales is given below:
(Rs. in Lacs)
1 - Net Sales 102329.10 69118.15
2 Raw Materials Consumed (including Stores, Spares &
Trading Purchase) 51000.42 33467.04
- % of Sales 49.83% 48.42%
3 Employee Costs 4105.54 3123.42
- % of Sales 4.01% 4.52%
4 Other Expenditure 14073.95 17107.64
- % of Sales 23.53% 24.75%
5 EBIDTA 27165.55 19549.13
- % of Sales 16.55% 28.28%
6 Interest Cost 207.26 168.07
- % of Sales 0.20% 0.24%
7 Depreciation 2025.19 1357.86
- % of Sales 1.98% 1.96%
8 Profit Before Tax 24933.10 18023.20
- % of Sales 24.37% 26.07%
9 Profit After Tax 17431.20 13420.95
- % of Sales 17.03% 19.42%
II. Standalone performance
The analysis of standalone performance of the Company is given below:
(a) Physical Production
The production achieved is as under:
(Qty. in M.T.)
Product F.Y.2008-09 F.Y.2007-08
High Chrome Mill Internals 72354 55824
It will be seen that in physical terms, the Company has achieved 30 % growth in F.Y.2009 over the
F.Y. 2008.
(b) Sales Turnover (Standalone)
The comparative position of sales turnover achieved by the Company is as under:
(Rs. in Lacs)
Sales in India 43103.73 32074.60
Sales Outside India 49182.21 27305.94
Total 92285.94 59380.54
35
It will be seen that the total sales of the Company have increased by 55 % over the previous financial
year. Further, sales in India have increased by 34 % over the previous financial year and sales
outside have increased by 80 % over the previous financial year.
(c) Key Performance Indicators (Standalone)
An analysis of the key indicators as percentage to Sales is given below:
(Rs. in Lacs)
1 - Net Sales 92285.94 59380.54
2 Raw Materials Consumed (including Stores, Spares
& Trading Purchase) 52183.53 34044.54
- % of Sales 56.55% 57.33%
3 Employee Costs 2569.92 1524.21
- % of Sales 2.78% 2.57%
4 Other Expenditure 17140.94 11727.80
- % of Sales 18.57% 19.75%
5 EBIDTA 22283.00 15895.25
- % of Sales 24.15% 26.77
6 Interest Cost 84.67 8.49
- % of Sales 0.09% 0.01%
7 Depreciation 1617.08 827.04
- % of Sales 1.75% 1.39%
8 Profit Before Tax 20581.26 15059.72
- % of Sales 22.30% 25.36%
9 Profit After Tax 13345.77 10831.02
- % of Sales 14.46% 18.24%
H) INDUSTRIAL RELATIONS AND HUMAN RESOURCE MANAGEMENT
The Company believes that human resource is the most important asset of the organization. During the year
under review, your Company continued its efforts to improve HR related processes, practices and systems to
align these to the organizational objectives. Training and development of its employees is ensured through
on the job and outside training programs and workshop.
The Company continues to attract excellent talent to further its business interest. Industrial Relations continue
to be cordial.
Cautionary Statement
Statements made in the Management Discussion & Analysis describing the Company’s objectives, projections,
estimates, expectations may be “Forward-looking statements” within the meaning of applicable securities,
laws & regulations. Actual results could differ from those expressed or implied, Important factors that could
make a difference to the Company’s operations include economic conditions affecting demand supply and
price conditions in the domestic & overseas markets in which the Company operates, changes in the
government regulations, tax laws & other statutes & other incidental factors.
None of the Senior Management personnel have Financial and Commercial transactions with the Company,
where they have personal interest, that would / could emerge as potential conflict with the interest of the
Company at large.
36
AUDITORS’ REPORT
To
The Members
Ahmedabad
1. We have audited the attached Balance Sheet of AIA ENGINEERING LIMITED as at 31st March 2009,
and also the Profit and Loss Account and the Cash Flow Statement for the year ended on that date
annexed thereto. These financial statements are the responsibility of the Company’s Management. Our
responsibility is to express an opinion on these financial statements based on our audit.
2. We conducted our audit in accordance with the auditing standards generally accepted in India. Those
standards require that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial statements. An audit also
includes assessing the accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
3. As required by the Companies (Auditor’s Report) Order, 2003 issued by the Central Government of
India in terms of sub-section (4A) of Section 227 of the Companies Act, 1956, we enclose in the Annex-
ure, a statement on the matters specified in paragraphs 4 and 5 of the said Order.
4. Further to our comments in the Annexure referred to above, we report that;
i. We have obtained all the information and explanations which to the best of our knowledge and
belief were necessary for the purpose of our audit;
ii. In our opinion, proper books of accounts as required by law have been kept by the Company so
far as appears from our examination of those books;
iii. The Balance Sheet and Profit and Loss Account and Cash Flow Statement dealt with by this Re-
port are in agreement with the books of account;
iv. In our opinion, the Balance Sheet and Profit and Loss Account and Cash Flow Statement dealt
with this Report comply with the Accounting Standards referred to in Sub-section (3C) of Section
211 of the Companies Act, 1956;
v. Without qualifying our opinion, we draw attention to:
Note 11 of Schedule 17 regarding derivatives contracts entered into by the Company to hedge
Foreign Currency Risk. The notional marked-to-market loss on these unexpired contracts as on
31-3-2009 amounting to Rs.13664.94 Lacs has not been considered in the financial statements.
vi. On the basis of written representations received from the Directors, as on 31st March, 2009 and
taken on record by the Board of Directors, we report that none of the Directors is disqualified as
on 31st March, 2009 from being appointed as a Director in terms of Clause (g) of Sub-Section (1) of
Section 274 of the Companies Act, 1956;
vii. In our opinion and to the best of our information and according to the explanations given to us,
the said accounts give the information required by the Companies Act, 1956, in the manner so
required and give a true and fair view in conformity with the accounting principles generally
accepted in India;
(a) In the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2009.
(b) In the case of the Profit and Loss Account, of the profit for the year ended on that date.
(c) In the case of the Cash Flow statement, of the cash flows for the year ended on that date.
For TALATI & TALATI
Chartered Accountants
(UMESH TALATI)
Place : AHMEDABAD Partner
Date : 25th June, 2009 Mem.No. 34834
37
ANNEXURE TO THE AUDITORS’ REPORT

(Referred to in paragraph 3 of our report of even date)
(i) (a) The Company has maintained proper records showing full particulars including quantitative
details and situation of fixed assets.
(b) Majority of the assets have been physically verified by the management during the year and
there is a regular programme of verification which, in our opinion, is reasonable having regard
to the size of the Company and the nature of its assets. No material discrepancies were noticed
on such verification.
(c) The fixed assets disposed off during the year, in our opinion, do not constitute a substantial
part of the fixed assets of the Company and such disposable has, in our opinion, not affected
the going concern status of the Company.
(ii) (a) The inventory excluding materials in transit has been physically verified during the year by
the management. In our opinion, the frequency of verification is reasonable.
(b) The procedures of physical verification of inventories followed by the management are
reasonable and adequate in relation to the size of the Company and the nature of its business.
(c) On the basis of our examination of the records of the Company, we are of the opinion that the
Company is maintaining proper records of inventory. The discrepancies noticed on
verification between the physical stocks and the book records were not material.
(iii) (a) The Company has granted unsecured loan to a Company covered in the register maintained
under Section 301 of the Companies Act, 1956. The maximum amount involved during the
year was Rs.190 Lacs and the year-end balance of loan granted to this Company was Rs.Nil.
(b) In our opinion and according to the information and explanations given to us, the rate of
interest and other terms and conditions on which loan has been granted to a Company listed
in the register maintained under Section 301 of the Companies Act, 1956 are not, prima facie,
prejudicial to the interest of the Company.
(c) The said Company has repaid principal amounts as stipulated and has been regular in the
payment of interest.
(d) There is no overdue amount of loans, granted to the Company listed in the register maintained
u/s. 301 of the Companies Act, 1956.
(e) The Company has not taken any Loans, secured or unsecured, from Companies, Firms or other
Parties covered in the Register maintained u/s 301 of the Companies Act, 1956. Consequently,
Clause (iii) (f) and (iii) (g) of Paragraph 4 of the Order are not applicable.
(iv) In our opinion and according to the information and explanations given to us, there are adequate
internal control procedures commensurate with the size of the Company and the nature of its
business with regard to purchase of inventory, fixed assets and with regard to the sale of goods.
During the course of our audit, no major weaknesses have been noticed in the internal controls.
(v) (a) Based on the audit procedures applied by us and according to the information and
explanations provided by the management, we are of the opinion that the transactions that
need to be entered into the register maintained under Section 301 have been so entered.
(b) In our opinion and according to the information and explanations given to us, the transactions
made in pursuance of contracts or arrangements entered in the register maintained under
Section 301 in respect of any party during the year are of specialized nature of job and non-
availability of alternative source of supply hence the price paid/received could be considered
reasonable.
38
(vi) In our opinion and according to the information and explanations given to us, the Company has
not accepted any deposit from the public and hence the provisions of Section 58A and 58AA or any
other relevant provisions of the Companies Act, 1956 and the Companies (Acceptance of Deposits)
Rules, 1975 with regard to the deposits accepted from the public are not applicable to the Company.
(vii) The Company has appointed a firm of Chartered Accountants as its Internal Auditor for the year
under review. The Internal Audit for the year is therefore carried out by the said firm. In our opinion,
the Company has an Internal Audit System commensurate with the size and nature of its Business.
(viii) The Central Government has not prescribed maintenance of cost records under section 209(1)(d) of
the Companies Act, 1956. Hence the provision of this Clause is not applicable to the Company.
(ix) (a) In our opinion and according to information and explanations given to us and the records
produced before us, the Company is generally regular in depositing with appropriate
authorities undisputed statutory dues including Provident Fund, Employees State Insurance,
Income-Tax, Sales Tax, Wealth Tax, Custom Duty, Service Tax, Excise Duty, Cess and other
Statutory Dues applicable to it. There are no undisputed Statutory dues as referred to above
as at 31st March, 2009 outstanding for a period of more than six months from due date they
become payable.
(b) According to the information and explanations given to us, details of dues of Income Tax,
Excise Duty, Service Tax, Sales Tax, ESI etc. which have not been deposited on account of
any dispute are given below:
Name of Nature of dues Amount under Periods to Forum
the statute dispute not which the where the
yet deposited amount dispute is
Rs. in Lacs relates pending
Income Tax Income Tax including interest
Act 1961 and penalty, as applicable. 6.15 1999-2000 Tribunal
2.46 2003-2004
8.82 2004-2005
153.96 2004-2005 CIT (Appeals)
The Central Excise Duty including 82.82 2003-2004 CESTAT
Excise Act interest and penalty, 318.80 2006-2007 Commissioner
1944 as applicable Appeals
7.50 2007-2008 CESTAT
0.59 2003-2004 Commissioner
Appeals
Service Tax Act Service Tax including interest 106.61 1997-2001 Commissioner
and penalty, as applicable Appeals
Gujarat / Sales Tax/Central Sales Tax 90.48 2003-04 Deputy
Maharashtra 19.76 2002-03 Commissioner
Value Added of Commercial
Tax / CST Taxes–Appeals
Employees State ESI Contribution 1.16 1997-1998 Asst. Director,
Insurance ESIC
Corporation
39
(x) The Company does not have any accumulated losses. The Company has not incurred cash losses
during the financial year covered by our audit and the immediately preceding financial year.
(xi) Based on our audit procedures and on the information and explanations given by the management,
we are of the opinion that the Company has not defaulted in repayment of dues to the banks.
(xii) In our opinion and according to explanations given to us, the Company has not granted any loans
against security by way of pledge of Shares, Debentures and other Securities. Therefore the
provisions of Clause 4(xii) of the Order are not applicable to the Company.
(xiii) The Company is not a chit fund or a nidhi mutual benefit fund/society. Therefore, the provisions
of Clause 4(xiii) of the Companies (Auditor’s Report) Order, 2003 are not applicable to the Company.
(xiv) The Company is not dealing in or trading in Shares, Securities, Debentures and other investments.
Accordingly, the provisions of Clause 4(xiv) of the Companies (Auditor’s Report) Order, 2003 are
not applicable to the Company.
(xv) The Company has provided a Guarantee for non-fund based limits taken by a Subsidiary of the
Company from a Bank, and prima facie terms and conditions thereof are not prejudicial to the interest
of the Company.
(xvi) In our opinion and according to information and explanations given to us, on and overall basis the
term loans have been applied for the purpose for which they were obtained.
(xvii) Based on the information and explanations given to us and on an overall examination of the balance
sheet of the Company, we report that no funds raised on short-term basis have been used for
long-term investment by the Company.
(xviii) During the year covered under our audit, the Company has not made any preferential allotment of
Shares to parties covered in register under Section 301 of the Companies Act, 1956.
(xix) During the year covered by our audit report, the Company has not issued any Debentures.
Accordingly, the provisions of Clause (xix) of the Companies (Auditor’s Report) Order, 2003 are
not applicable to the Company.
(xx) We have verified the end use of money raised by Qualified Institutions Placement (QIP) and has
been disclosed in the Note No.1 to Notes forming part of Accounts.
(xxi) We report that no fraud on or by the Company has been noticed or reported during the course of
our Audit.
For TALATI & TALATI
(UMESH TALATI)
Place : AHMEDABAD Partner
Date : 25th June, 2009 Mem.No. 34834
40
E N
B E ANK
S BL
A
H EFT
E LY L
A G L
P N A
S T IO
H I N
T T E
IN
41
BALANCE SHEET AS AT 31st MARCH, 2009
As at As at
31st March, 2009 31st March, 2008
Schedule Rs. in Lacs Rs. in Lacs
SOURCES OF FUNDS : -
1. SHAREHOLDERS’ FUNDS :
(a) Share Capital 1 1879.68 1879.68
(Refer Note No.4 of Schedule : 17)
(c) Reserves and Surplus 2 62989.63 50633.71
64876.04 52513.39
2. LOAN FUNDS :
(a) Secured Loans 3 3541.62 0.00
(b) Unsecured Loan 4 169.16 0.00
3710.78 0.00
3. DEFERRED TAX LIABILITIES (NET) : 5 1081.57 643.49
TOTAL : 69668.39 53156.88
APPLICATION OF FUNDS : -
1. FIXED ASSETS :
(a) Gross Block 6 25685.93 17128.46
Net Block 20147.14 14580.52
20815.09 17535.53
2. INVESTMENTS : 7 5583.71 11601.24
3. CURRENT ASSETS, LOANS AND ADVANCES : 8
(a) Interest accrued on Investments 346.77 7.56
(b) Inventories 7705.27 9346.34
(c) Sundry Debtors 15412.67 13872.03
70456.03 41441.35
Less : CURRENT LIABILITIES AND PROVISIONS : 9
(b) Provisions 21715.55 13174.85
27186.44 17421.24
NET CURRENT ASSETS : 43269.59 24020.11
TOTAL : 69668.39 53156.88
Significant Accounting Policies 16
Notes forming part of the Accounts 17
Schedules referred to herein above form an intergral part of financial statements.

As per our report of even date attached.
For and on behalf of
TALATI & TALATI RAJENDRA S. SHAH BHADRESH K. SHAH
Chartered Accountants Chairman Managing Director
UMESH TALATI BHUPENDRA A. SHAH S. N. JETHELIYA
Partner Director Company Secretary
PLACE : AHMEDABAD PLACE : AHMEDABAD
DATE : 25th June, 2009 DATE : 25th June, 2009
42
PROFIT AND LOSS ACCOUNT FOR THE FINANCIAL YEAR ENDED 31st MARCH 2009
Year ended Year ended

INCOME :-
Gross Sales 97361.20 63961.20
Less : Central Excise Duty 5075.26 4580.66
Net Sales 10 92285.94 59380.54
Other Income 11 1997.44 2756.03
Increase / ( Decrease) in Stock 12 -415.12 1055.23
TOTAL : 93868.26 63191.80
EXPENDITURE :-
Trading Purchases 14877.79 11917.89
Manufacturing Expenses 13 50634.29 31673.06
Administrative,Selling and Other Expenses 14 6382.31 3705.62
Interest Expenses 15 84.67 8.49
Depreciation 6 1617.08 827.03
TOTAL : 73596.14 48132.09
20272.12 15059.71
Add: Excess Provision written back 309.14 0.00
(Refer Point No.4 of Schedule 17 )
PROVISION FOR TAXES :
a) Current Tax 6775.00 3720.00
b) Short Provision for earlier years 7.59 7.79
c) Deferred Tax 421.90 466.90
d) Fringe Benefits Tax 31.00 34.00
Total Taxes 7235.49 4228.69
Surplus Brought forward from Previous year 19620.81 10752.55
PROFIT AVAILABLE FOR APPROPRIATIONS : 32966.58 21583.57
Appropriations :
Interim Dividend on Equity Shares 563.90 0.00
Corporte Tax on Dividend on Equity Shares 400.40 127.78
4090.97 1962.76
Balance carried to Balance Sheet 28875.61 19620.81
Basic and Diluted Earning Per Equity Share (Rupees) 14.15 11.52
Nominal Value of Rs.2/- each (Previous Year Rs.10/- each) (Restated)
(Refer Point No.8 of Schedule : 17)
43
CASH FLOW STATEMENT FOR THE FINANCIAL YEAR ENDED 31st MARCH 2009
CASH FLOW FROM OPERATING ACTIVITIES:
A. NET PROFIT BEFORE TAX 20581.26 15059.72
Add / (Less) : Adjustments For
Leave Encashment 0.00 39.70
Unrealised Exchange Fluctuation (Gain ) / Loss 32.54 (0.11)
Excess Depreciation written back (309.14) 0.00
Interest and Finance Charges 84.67 8.49
Interest Income (695.91) (1030.99)
Profit on Sale of Assets (39.73) (0.85)
Dividend on Shares (9.14) (9.14)
Dividend on Mutual Fund (364.13) (961.09)
Profit on Sale of Investments (7.68) (14.91)
Loss on Sale of Assets 2.31 0.00
Loss on Sale of Mutual Fund Units 2.17 0.00
OPERATING PROFIT BEFORE WORKING CAPITAL CHANGES 20894.30 13917.85
(Increase) / Decrease In Current Assets
Trade and Other Receivables (2143.93) (5791.08)
Inventories 2272.35 (4039.52)
Trade Payables 809.05 799.26
CASH GENERATED FROM OPERATIONS 21831.77 4886.51
Direct Taxes paid (6429.94) (4320.54)
NET CASH INFLOW FROM OPERATING ACTIVITIES (A) 15401.83 565.97
B. CASH FLOW FROM INVESTING ACTIVITIES:
Interest received 695.91 736.20
Dividend received 373.27 970.23
Purchase of Fixed Assets (3706.16) (7154.23)
Purchase of Investments (4138.03) 0.00
Sale of Fixed Assets 163.30 0.00
Sale of Investments 9475.36 4551.68
NET CASH INFLOW / (OUTFLOW ) FROM INVESTING ACTIVITIES (B) 2863.65 (896.12)
C. CASH FLOW USED IN FINANCING ACTIVITIES:
Proceed of Secured Borrowings 3495.35 0.00
Payment of Other Borrowings (3.47) 0.00
Interest and Finance Charges paid (84.67) (8.49)
Final and Interim Dividend paid including Tax (1539.39) (769.70)
NET CASH INFLOW / (OUTFLOW ) FROM FINANCING ACTIVITIES (C) 1867.82 (778.19)
Net Increase / (Decrease) in Cash and Cash Equivalents 20133.30 (1108.34)
Cash and Cash Equivalents as at 1st April 1357.29 2465.52
Add : Cash and Cash Equivalents taken over on Amalgamation 461.31 0.00
1818.60 2465.52
Cash and Cash Equivalents as at 31st March 21951.90 1357.18
Net Increase / (Decrease) in Cash and Cash Equivalents 20133.30 (1108.34)
Cash and Cash Equivalents Comprise :
Cash and Bank Balances 21919.36 1357.29
Adjustment : Unrealised Exchange (Gain ) / Loss 32.54 (0.11)
21951.90 1357.18
Note :
1 Cash and Cash Equivalents includes Rs.461.31 Lacs of erstwhile Reclamation Welding Ltd. and Paramount Centrispun Castings
Pvt. Ltd. taken over on Amalgamation.
2 Amalgamation of the erstwhile Reclamation Welding Ltd. and Paramount Centrispun Castings Pvt.Ltd. is Non Cash Transaction.
3 Cash and Cash Equivalents include balances with Scheduled Banks in Unpaid Dividend Accounts Rs.1.06 Lac (Previous Year
Rs.0.61 Lacs) which are not available for the use by the Company.
4 Previous Year’s figures are not comparable due to Note 2 above.
DATE : 25 th June, 2009 DATE : 25th June, 2009
44
SCHEDULES 1 TO 9 FORMING PART OF THE BALANCE SHEET AS AT 31st MARCH 2009
As at As at
SCHEDULE : 1 SHARE CAPITAL

AUTHORISED :
230000000 Equity Shares of Rs.2/- each
(Previous Year 26000000 Shares of Rs.10/- each) 4600.00 2600.00
Face Value of Rs.10/- Splitted in to Face Value
of Rs.2/- w.e.f. 21st October, 2008
NIL Redeemable Cumulative Preference Shares of
Rs.100/- each (Previous Year 2000000 Shares) 0.00 2000.00
T O T A L : 4600.00 4600.00
ISSUED, SUBSCRIBED & PAID UP :
93983940 Equity Shares of Rs.2/-each fully paid up 1879.68 1879.68
(Previous year 18796788 Shares of Rs.10/-each
fully paid)
Face Value of Rs.10/- Splitted in to Face Value of

Rs.2/- w.e.f. 21st October, 2008
T O T A L : 1879.68 1879.68
SCHEDULE : 2 RESERVES AND SURPLUS
A. Capital Redemption Reserve 1913.38 1913.38
Add : On Amalgamation
(Refer Point No.4 of Schedule : 17) 12.36 0.00
1925.74 1913.38
B. Shares Premium 26579.52 26579.52
C. General Reserve 2520.00 1436.89
Add : Transferred from Profit and Loss Account 1334.58 1083.11
3854.58 2520.00
Less : On Amalgamation
3628.66 2520.00
D. Profit and Loss Account 28875.61 19620.81
30855.71 19620.81
T O T A L : 62989.63 50633.71
45
As at As at
SCHEDULE : 3 SECURED LOANS

A. TERM LOAN :
From Bank 18.22 0.00
The Term Loan is secured by Equitable mortage in
favour of State Bank of India on the Land and
Buildings and hypothecation of Plant Machineries
of the erstwhile Reclamation Welding Ltd.
B. WORKING CAPITAL FACILITIES :

From Bank 3523.40 0.00
The Working Capital Facilities are secured by
paripassu charge in favour of State Bank of India
and ABN AMRO Bank N.V. on the Company’s
movable and immovable properties both present and
future by way of hypothecation and mortgage.
T O T A L : 3541.62 0.00
SCHEDULE : 4 UNSECURED LOAN
FROM STATE GOVERNMENT :
Deferred Sales tax under Package Scheme of 169.16 0.00
Incentives 1993 of Government of Maharashtra for
erstwhile Paramount Centrispun Castings Pvt.Ltd.
T O T A L : 169.16 0.00
SCHEDULE : 5 DEFERRED TAX LIABILITIES /
DEFERRED TAX ASSETS (NET)
A. DEFERRED TAX LIABILITIES :
Arising on account of timing difference
- Depreciation 1145.74 682.41
TOTAL DEFERRED TAX LIABILITIES (A) 1145.74 682.41
Less :
B. DEFERRED TAX ASSETS :
Arising on account of timing difference
- Gratuity 2.77 0.00
- Leave Encashment 61.40 38.92
TOTAL DEFERRED TAX ASSETS (B) 64.17 38.92
T O T A L : ( A - B ) 1081.57 643.49
46
SCHEDULE : 6 FIXED ASSETS (Rs. in Lacs)
GROSS BLOCK DEPRECIATION NET BLOCK
Sr. Name of the fixed assets As at Addition Addition Sales/ As at As at Addition Written For the Net As at As at As at
1-4-08 on A/c During Transfer 31-3-09 1-4-08 on A/c Back Year Adjust- 31-3-09 31-3-09 31-3-08
of the Adjust- of During ment
Amalga- Year ments Amalga- the Year
mation mation
A. INTANGIBLE ASSETS :
1 GOODWILL 28.62 0.00 0.00 0.00 28.62 18.60 0.00 0.00 5.72 0.00 24.32 4.30 10.02
2 PATENTS AND COPYRIGHTS 2.44 0.00 0.00 0.00 2.44 0.59 0.00 0.00 0.12 0.00 0.71 1.73 1.85
SUB TOTAL (A) : 31.06 0.00 0.00 0.00 31.06 19.19 0.00 0.00 5.84 0.00 25.03 6.03 11.87
B. TANGIBLE ASSETS :
1 FREEHOLD LAND 1107.28 45.73 39.18 0.00 1192.19 0.00 0.00 0.00 0.00 0.00 0.00 1192.19 1107.28
2 LEASEHOLD LAND 0.00 6.67 0.00 0.00 6.67 0.00 0.00 0.00 0.00 0.00 0.00 6.67 0.00
3 BUILDINGS 5175.33 583.47 2048.03 0.00 7806.83 262.38 237.45 78.64 233.58 0.00 654.77 7152.06 4912.95
4 PLANT AND MACHINERIES 8805.13 1912.53 3202.38 98.85 13821.19 1779.71 1398.38 215.42 1156.65 16.92 4102.40 9718.79 7025.42
5 ELECTRICAL INSTALLATION 904.34 29.49 274.34 0.00 1208.17 72.20 0.00 1.63 109.27 0.00 179.84 1028.33 832.14
6 COMPUTERS 183.57 30.94 72.05 1.35 285.21 83.55 24.05 1.32 27.24 0.00 133.52 151.69 100.02
7 FURNITURE AND FIXTURES 397.17 52.61 236.14 1.00 684.92 143.00 35.70 5.22 33.35 1.03 205.80 479.12 254.17
8 VEHICLES 273.90 60.40 92.53 40.02 386.81 71.76 29.42 6.91 33.14 24.14 103.27 283.54 202.14
9 LABORATORY EQUIPMENTS 250.68 0.00 38.95 26.75 262.88 116.15 0.00 0.00 18.01 0.00 134.16 128.72 134.53

SUB TOTAL (B) : 17097.40 2721.84 6003.60 167.97 25654.87 2528.75 1725.00 309.14 1611.24 42.09 5513.76 20141.11 14568.65
TOTAL : (A) + (B) 17128.46 2721.84 6003.60 167.97 25685.93 2547.94 1725.00 309.14 1617.08 42.09 5538.79 20147.14 14580.52
C. CAPITAL WORK IN PROGRESS 2955.01 10.38 667.95 2965.39 667.95 0.00 0.00 0.00 0.00 0.00 0.00 667.95 2955.01
GRAND TOTAL (A+B+C) 20083.47 2732.22 6671.55 3133.36 26353.88 2547.94 1725.00 309.14 1617.08 42.09 5538.79 20815.09 17535.53
TOTAL PREVIOUS YEAR 6453.41 0.00 10688.40 13.35 17128.46 1733.97 0.00 0.00 827.03 13.06 2547.94 14580.52 4719.44
CAPITAL WORK IN PROGRESS 5957.01 0.00 2955.01 5957.01 2955.01 0.00 0.00 0.00 0.00 0.00 0.00 2955.01 5957.01
GRAND TOTAL 2007-2008 12410.42 0.00 13643.41 5970.36 20083.47 1733.97 0.00 0.00 827.03 13.06 2547.94 17535.53 10676.45
47
As at As at
SCHEDULE : 7 INVESTMENTS ( AT COST )
LONG TERM TRADE INVESTMENTS: (QUOTED)
INVESTMENT IN SUBSIDIARY COMPANY IN INDIA:
456881 Equity Shares of Welcast Steels Ltd. of
Rs.10/- each fully paid up.
(Previous year 456881 Equity Shares) 1296.27 1296.27
LONG TERM TRADE INVESTMENTS: (UNQUOTED)
A. INVESTMENT IN SUBSIDIARY COMPANIES IN INDIA:
1. NIL Equity Shares of Paramount Centrispun
Castings Pvt.Ltd.of Rs.100/- each fully paid up
2. NIL Equity Shares of Reclamation Welding Ltd.
of Rs. 100/- each fully paid up
0.00 685.71
B. INVESTMENT IN SUBSIDIARY COMPANIES
OUTSIDE INDIA :
1. 32500 Equity Shares of Vega Industries (Middle
East) FZE, U.A.E. of US$ 10/- each fully paid up
2. NIL Class A Shares of Vega Industries,Inc.
Canada of $ 1 CAD each fully paid up
(Previous year 30000 Class A Shares) 0.00 10.60
149.39 159.99
C. INVESTMENT IN OTHER COMPANY :
25 Equity Shares of Koramangla Properties Pvt.
Ltd.of Rs.100/-each fully paid up
CURRENT INVESTMENT IN
MUTUAL FUNDS : (UNQUOTED) :
A. INVESTMENT OUT OF UNUTILIZED MONEY
RAISED BY ISSUE :
1. HDFC Cash Management Treasury Advantage Fund 25.53 0.00
254501.415 Units NAV of Rs.10.03150 each
(Previous Year NIL Units NAV of Rs.NIL)
2. State Bank of India SHF Ultra Short Term Fund 180.82 0.00
3. ING Vysya Liquid Plus Institutional Plan 0.00 2085.76
NIL Units NAV of Rs.NIL
(Previous Year 20850649.438 Units NAV of
Rs.10.0033 each)
48
As at As at
4. ING Vysya FMP-41 Institutional Plan 0.00 2009.30
Rs.10.0465 each)
5. Prudential ICICI Flexible Income Plan 0.00 1131.66
Rs.10.5735 each)
6. Principal PNB Floating Rate Fund Institutional Plan 0.00 836.00
Rs.10.0123 each)
7. UTI Liquid Plus Daily Dividend Plan 0.00 300.30
Rs.1000.2140 each)
8. Kotak Flexi Debt Scheme 0.00 1325.26
Rs.10.0311 each)
9. Birla Sunlife Liquid Plus Institutional Plan 0.00 1123.07
Rs.10.0068 each)
206.35 8811.35
B. CURRENT INVESTMENT OUT OF OTHER FUND :
1. Reliance Money Manager Fund Institutional Option 600.50 0.00
2. HDFC Cash Management Treasury Advantage Fund 1831.17 0.00
(Previous Year NIL Units NAV of Rs.NIL )
3. State Bank of India Mutual Fund SDFS-13M 1500.00 0.00
(Previous Year NIL Units NAV of Rs.NIL )
4. ING Vysya Liquid Plus Plan 0.00 647.89
Rs.10.0033 each)
3931.67 647.89
4138.02 9459.24
T O T A L : 5583.71 11601.24
49
As at As at
AGGREGATE VALUE QUOTED UNQUOTED

Cost 1296.27 4287.44
Previous Year 1296.27 10304.97
Market Price 1192.46
Previous Year 2606.51
SCHEDULE : 8 CURRENT ASSETS , LOANS AND ADVANCES

CURRENT ASSETS :
A. INTEREST ACCRUED ON INVESTMENTS 346.77 7.56
B. INVENTORIES
(At lower of cost or net realisable value)
(As taken, valued & certified by the Directors)
Stores & Spares 1134.30 741.27
Raw Materials 2519.76 4516.56
Work-In Process 4051.21 4088.51
7705.27 9346.34
C. SUNDRY DEBTORS
(Unsecured, Considered Good)
a) Debts outstanding for a period exceeding six months 1009.56 667.27
b) Others (*) 14403.11 13204.76
15412.67 13872.03
Note : (*) Includes due from : Maximum due

during the year
Subsidiaries :
Welcast Steels Ltd. 655.19 655.19 43.75
Previous Year 47.10
Vega Industries Ltd. U.S.A. 0.10 0.10 0.08
Previous Year 0.09
Vega Industries (Middle East) FZE U.A.E. 9128.74 4146.24 6663.38
Vega Industries Ltd. U.K. 2.22 0.75 0.00
Previous Year 0.75
50
As at As at
D. CASH AND BANK BALANCES
a) Cash on hand 3.94 4.93
b) Balance with Scheduled Banks
i) In Fixed Deposits 15947.29 95.15
ii) In Current Accounts (including Cheques on 5933.08 1054.58
hand Rs.5641985/- (Previous Year Rs.NIL)
iii) In Current Accounts-Unutilized money
of IPO/QIP 33.99 202.02
iv) In Unpaid Equity Dividend Accounts 1.06 0.61
21919.36 1357.29
LOANS & ADVANCES :
(Unsecured , Considered Good)
A) Advances and Loan to subsidiaries @ 627.57 743.59
B) Advances recoverable in cash or in kind or for
value to be received 1239.98 820.35
C) Sundry Deposits and Others 1302.28 1022.09
D) Loans and Advances to Staff 72.83 89.86
E) Balance with Central Excise / Service tax Department 2767.06 2015.76
F) Advance Income tax & Tax deducted at source 18955.61 12071.39
G) Advance Fringe Benefit tax 106.63 95.09
25071.96 16858.13
@ Includes due from : Maximum due

during the year
Subsidiaries : @
Welcast Steels Ltd. 3350.84 625.66 553.59
Vega Industries (Middle East) FZE U.A.E. 1.91 1.91 0.00
Previous Year 0.00
Welcast Steels Ltd. Inter Corporate Deposit 190.00 0.00 190.00
TOTAL: 70456.03 41441.35
51
As at As at
SCHEDULE : 9 CURRENT LIABILITIES AND PROVISIONS

CURRENT LIABILITIES :
a) Sundry Creditors *
I. Micro ,Small and Medium Enterprises - -
(Refer Point No.2 of Schedule : 17)
II. Others Creditors 4386.07 3084.01
* Includes due to : Maximum due

during the year
Subsidiaries : * 282.10 281.74 372.94
b) Other Liabilities 147.74 114.69

c) Unclaimed Equity Dividend @ 1.06 0.61
d) Statutory Liabilities 189.00 71.43
e) Advances from Customers 747.02 975.65
5470.89 4246.39
@ There is no amount due to be transferred to
Investor’s Education and Protection Fund
PROVISIONS :
a) Provision for Income tax 18724.00 11518.00
b) Provision for Fringe Benefits tax 106.30 94.10
c) Proposed Final Dividend 1792.09 751.87
d) Provision for Corporate Tax on Dividend 304.57 127.78
e) Provision for Expenses 543.43 547.88
f) Provision for Product Warranties 64.51 20.00
g) Provision for Leave Encashment 180.65 115.22
21715.55 13174.85
T O T A L : 27186.44 17421.24
52
SCHEDULES 10 TO 15 FORMING PART OF THE PROFIT AND LOSS ACCOUNT

FOR THE FINANCIAL YEAR ENDED 31st MARCH 2009

SCHEDULE : 10 SALES
A. Domestic Sales 48178.99 36655.26
Less : Central Excise Duty 5075.26 4580.66
43103.73 32074.60
B. Export Sales 49182.21 27305.94
T O T A L : 92285.94 59380.54
SCHEDULE : 11 OTHER INCOME

A. Interest ( Gross ) 695.91 60.77
(T.D.S Rs.153.88 lacs Previous Year Rs. 7.32 lacs)
B. Miscellaneous Receipts 126.23 104.79
C. Dividend from subsidiary (Trade Investment) 9.14 9.14
D. Dividend from Mutual Funds (Current Investment) 364.13 961.09
E. Profit on Sale of Assets 39.73 1.71
F. Sale of DEPB Licenses 689.16 46.67
G. Sales tax Refund 0.00 3.66
H. Income tax Refund 0.66 0.00
I. Insurance Claim received 31.74 6.78
J. Gain on Exchange Rate Fluctuation 0.00 1544.89
K. Profit on Sale of Mutual Fund Units 7.68 14.91
L. Sundry balances written back 33.06 1.62
T O T A L : 1997.44 2756.03
SCHEDULE : 12 INCREASE / (DECREASE) IN STOCK

A. Closing Stock : Work In Process 4051.21 4088.51
Less :
B. Opening Stock : Work In Process 4088.51 3033.28
(Refer Point No.4 of Schedule :17) 377.82 0.00
4466.33 3033.28
T O T A L : (415.12) 1055.23
SCHEDULE : 13 MANUFACTURING EXPENSES
A. RAW MATERIALS CONSUMED
Opening Stock 4516.56 1756.69
4658.20 1756.69
Add : Purchases 26017.84 18763.02
Sub Total 30676.04 20519.71
Less : Closing Stock 2519.76 4516.56
Raw Materials Consumed 28156.28 16003.15
53

SCHEDULE : 13 MANUFACTURING EXPENSES (Contd...)
B. STORES CONSUMED
839.02 516.85
Add : Purchases 9444.74 6347.92
Sub Total 10283.76 6864.77
Stores Consumed 9149.46 6123.50
C. PAYMENT TO & PROVISIONS FOR EMPLOYEES
a) Salaries, Wages and Bonus 2260.56 1363.49
b) Contribution to Provident Fund / ESIC/ Gratuity 240.47 123.60
c) Staff Welfare Expenses 68.89 37.12
2569.92 1524.21
D. OPERATIONAL AND OTHER EXPENSES
a) Power and Fuel 6424.41 3169.80
b) Labour Charges 2267.34 1234.56
c) Job Conversion Charges 0.00 2338.24
d) Freight Inward,Octroi,Coolies and Cartages 800.04 799.79
e) Repairs and Maintenance
- To Buildings 75.97 24.09
- To Plant and Machineries 1153.40 433.88
- To Other Assets 37.47 21.84
1266.84 479.81
10758.63 8022.20
T O T A L : 50634.29 31673.06
SCHEDULE : 14 ADMINISTRATIVE,
SELLING AND OTHER EXPENSES
1. Insurance Premium Expenses 75.08 50.98
2. Rent, Rates and Taxes 35.90 34.22
3. Freight Outward, Coolies and Cartages 2595.59 2013.73
4. Commission Expenses 533.08 172.05
5. Service Charges 5.53 8.80
6. Directors’ Remuneration and Perquisites 82.11 62.05
7. Directors’ Sitting Fees 1.80 1.40
8. Travelling Expenses - For Directors 5.17 5.44
- For Staff and Guests 213.83 212.29
219.00 217.73
54

SCHEDULE : 14 ADMINISTRATIVE,
SELLING AND OTHER EXPENSES(Contd...)
9. Statutory Audit Fees 5.00 5.00
10. Legal and Professional Consultancy Fees 514.94 240.97
11. Bank Commission Charges 121.90 61.98
12. Printing and Stationery Expenses 41.75 35.27
13. Postage,Telephones,Courier,Internet & E-mail 93.20 63.12
14. Sales Promotion / Gift Expenses 19.78 29.92
15. Computer Expenses 19.51 17.24
16. Vehicle Repairs and Maintenance 40.79 34.28
17. Conveyance Expenses 98.29 55.44
18. Security Expenses 87.92 54.38
19. Subsciption and Membership Fees 5.25 3.94
20. Entertainment Expenses 12.73 8.22
21. Donation Expenses 12.07 37.85
22. Advertisement Expenses 15.09 7.29
23. Licence Fees 4.00 3.25
24. Bad Debts 33.83 17.93
25. Product Warranty Expenses 16.36 141.47
26. Late Delivery Charges 39.71 65.06
27. Recruitment and Training Expenses 1.76 4.12
28. Water Charges 20.28 13.31
29. Office Expenses 35.67 14.36
30. Electricity Expenses 40.53 25.00
31. Central Excise Duty and CVD 124.76 116.14
32. Sales tax 4.17 2.60
33. Service tax 37.46 7.07
34. Cash Transaction tax 0.56 0.98
35. Festival Celebration Expenses 12.05 3.97
36. Amalgamation Expenses 4.42 0.00
37. Loss on Sale of Assets 2.31 0.87
38. Loss on Sale of Mutual Fund Units 2.17 0.00
39. Loss on Exchange Rate Fluctuation 1318.46 0.00
40. General / Miscellaneous Expenses 47.50 73.63
T O T A L : 6382.31 3705.62
SCHEDULE : 15 INTEREST EXPENSES
A. To Banks
- For Cash Credit and Working Capital 58.24 1.63
- For Short / Long Term Loan 11.90 0.00
- For Inland / Foreign Bills Discounting 13.03 6.85
- For Others 1.04 0.00
84.21 8.48
B. To Others 0.46 0.01
T O T A L : 84.67 8.49
55
SCHEDULE :16 SIGNIFICANT ACCOUNTING POLICIES:

1) Basis of Accounting :
The Financial Statements are prepared as per historical cost convention and in accordance with the
Generally Accepted Accounting Principles in India, the provisions of the Companies Act 1956, and
the applicable Accounting Standards notified under the Companies (Accounting Standards) Rules,
2006. All Income and Expenditures having material bearing on the Financial Statements are
recognized on accrual basis.
2) Use of Estimates:
The presentation of the Financial Statements in conformity with the Generally Accepted Accounting
policies requires, the management to make estimates and assumptions that affect the reported amount
of Assets and Liabilities, Revenues and Expenses and disclosure of Contingent Liabilities. Such
estimation and assumptions are based on management’s evaluation of relevant facts and
circumstances as on date of Financial Statements. Difference between the actual results and estimates
are recognized in the period in which the results are known / materialized.
3) Revenue Recognisation :
Sales are stated net of rebate and trade discount and excludes Central Sales Tax, State Value Added
Tax. With regard to sale of products, income is reported when practically all risks and rights connected
with the ownership have been transferred to the buyers. This usually occurs upon dispatch, after the
price has been determined.
Export Benefits (Pass Book Credit) are accounted / recognized as and when utilized by the Company.
Dividend on Financial Instruments are recognized as and when realized. Interest on deposits is
4) Fixed Assets :
Tangible Fixed Assets acquired by the Company are reported at acquisition value, with deductions
for accumulated depreciation and impairment losses, if any. The acquisition value includes the
purchase price (excluding refundable taxes), and expenses directly attributable to assets to bring it to
the factory and in the working condition for its intended use. Where the construction or development
of any such asset requiring a substantial period of time to set up for its intended use, is funded by
borrowings if any, the corresponding borrowing cost are capitalized up to the date when the asset is
ready for its intended use.
Intangible Assets are reported at acquisition value with deductions for accumulated amortization
and any impairment losses.
Capital work in progress includes cost of assets at sites, construction expenditure, advances made
for acquisition of capital assets.
5) Depreciation :
Depreciation has been provided on Fixed Assets on Straight Line Method as per the rates specified in
Schedule XIV of the Companies Act, 1956 as amended from time to time.
Amortization of intangible assets takes place on a Straight Line basis over the assets anticipated useful
life. The useful life is determined based on the period of the underline contract and the period of time
over which the intangible assets is expected to be used.
Goodwill is amortized over a period of 5 years.
6) Impairment of Assets:
The carrying value of assets of the Company’s cash generating units are reviewed for impairment
annually or more often if there is an indication of decline in value. If any indication of such impairment
exists, the recoverable amounts of those assets are estimated and impairment loss is recognized, if
the carrying amount of those assets exceeds their recoverable amount. The recoverable amount is the
greater of the net selling price and their value in use. Value in use is arrived at by discounting the
estimated future cash flows to their present value based on appropriate discount factor. Net Selling
price is the estimated selling price in the ordinary course of business, less estimated cost of completion
and to make the sales.
56
7) Investments :
Investments are classified as Long Term & Current Investments. Long Term Investments are valued
at cost less provision for diminution other than temporary, in value, if any. Current Investments are
valued at cost or fair value whichever is lower.
8) Inventories :
Inventories of Raw Materials and Stores are valued at cost or net realizable value whichever is lower
after considering the credit of VAT and Cenvat and stock in transit and stock lying at third party
Premises are valued at cost.
Inventories of Work in Process are valued at lower of cost or net realizable value.
Inventories of Finished Goods are valued at cost or net realizable value whichever is lower. Cost of Finished
Goods and Work-in-Progress are determined using the absorption costing principles. Costs include the
cost of materials consumed, labour and a systematic allocation of variable and fixed production overheads,
Excise duties at the applicable rates are also included in the cost of Finished Goods.
9) Employee Benefit :
(a) Short Term
Short Term employee benefits are recognized as an expense at the undiscounted amount expected
to be paid over the period of services rendered by the employees to the company.
(b) Long Term
The Company has both defined contribution and defined benefit plans, of which some have assets
in approved funds. These plans are financed by the Company in the case of defined contribution
plans.
(c) Defined Contribution Plans
These are plans in which the Company pays pre-defined amounts to separate funds and does
not have any legal or informal obligation to pay additional sums. These comprise of contributions
to Employees Provident Fund. The Company’s payments to the defined contribution plans are
reported as expenses during the period in which the employee perform the services that the
payment covers.
(d) Defined Benefit Plans
Expenses for defined benefit gratuity payment plans are calculated as at the balance sheet date
by independent actuaries in the manner that distributes expenses over the employees working
life. These commitments are valued at the present value of the expected future payments, with
consideration for calculated future salary increases, using a discounted rate corresponding to
the interest rate estimated by the actuary having regard to the interest rate on Government Bonds
with a remaining term i.e. almost equivalent to the average balance working period of employees.
(e) Other Employee Benefit
Compensated absences which accrue to employees and which can be carried to future periods
but are expected to be encashed or availed in twelve months immediately following the year end
are reported as expenses during the year in which the employees perform the services that the
benefit covers and the liabilities are reported at the undiscounted amount of the benefits after
deducting amounts already paid.
10) Central Excise Duty :
Excise duty is accounted on the basis of both, payments made in respect of goods cleared as also
provision made for goods lying in bonded warehouses.
11) Foreign Currency Transactions :
Transactions in foreign currencies are translated to the reporting currency based on the exchange
rate on the date of the transaction. Exchange differences arising on settlement thereof during the year
are recognized as income or expenses in the Profit and Loss Account.
Cash and bank balances, receivables and liabilities (monetary items) in foreign currencies as at the
year end are translated at closing-date rates, and unrealized translation differences are included in
the Profit and Loss Account.
57
Investments in foreign currency (non-monetary items) are reported using the exchange rate at the date
of the transaction.
The Company enters into derivative contracts strictly for hedging purposes and not for trading or
speculation. Derivative transactions are being considered as off balance sheet date transactions and
accordingly the gains/ losses arising there from are recognized under respective heads of accounts
as and when the settlement takes place with the terms of the respective contracts.
12) Borrowing Cost :
Borrowing costs are recognized in the period to which they relate, regardless of how the funds have
been utilized, except where it relates to the financing of construction or development of assets requiring
a substantial period of time to prepare for their intended future use. Interest on borrowings if any is
capitalized upto the date when the asset is ready for its intended use. The amount of interest
capitalized for the period is determined by applying the interest rate applicable to appropriate
borrowings.
13) Earning per Share :
Basic earning per share is calculated by dividing the net profit after tax for the year attributable to
Equity Shareholders of the Company by the weighted average number of Equity Shares outstanding
during the year. Diluted earning per Share is calculated by dividing net profit attributable to equity
Shareholders (after adjustment for diluted earnings) by average number of weighted equity shares
outstanding during the year.
14) Provisions and Contingencies :
A provision is recognized when the Company has a present legal or constructive obligation as a result
of past event and it is probable that an outflow of resources will be required to settle the obligation,
in respect of which reliable estimate can be made. Provisions (excluding long term benefits) are not
discounted to its present value and are determined based on best estimate required to settle the
obligation at the balance sheet date. These are reviewed at each balance sheet date and adjusted to
reflect the current best estimates. Contingent liabilities are not recognized but are disclosed in the
notes to the Financial Statements. A contingent asset is neither recognized nor disclosed.
15) Product Warranty Expenses :
Product warranty expenses are determined based on Company’s historical experience and estimates
are accrued in the year of Sale.
16) Taxation on Income :
(a) Provision for Current Tax is made as per the provisions of the Income Tax Act, 1961.
(b) Provision for Fringe Benefit Tax is made in accordance with the provisions relating to the levy of
this tax as contained in Chapter XII-H of the Income Tax Act, 1961.
(c) Deferred Tax resulting from “timing differences that are temporary in nature” between accounting
and taxable profit is accounted for, using the tax rates and laws that have been enacted as on the
Balance Sheet date. The deferred tax asset is recognized and carried forward only to the extent
that there is a reasonable or virtual certainty, as the case may be, that the asset will be realised
in future.
17) Cash Flow Statement :
The Cash Flow Statement is prepared by the “indirect method” set out in Accounting
Standard 3 (AS-3) on “Cash Flow Statements” and presents the cash flows by operating, investing
and financing activities of the Company.
Cash and Cash equivalents presented in the Cash Flow Statement consist of cash on hand and demand
deposits with banks.
58
SCHEDULE – 17 NOTES TO ACCOUNTS

1. Details of utilization of funds received on Initial Public Offer (IPO) and Qualified Institutions
Placement (QIP) :
On December 7th, 2005, consequent to an Initial Public Offer, the Company issued and allotted 4700000
Equity Shares of Rs.10/- each at a premium of Rs.305 per Share. The Issued Share Capital increased
by Rs.470 Lac and Rs.14335 Lac has been credited to the Share Premium Account.
On 19th December 2006, consequent to Qualified Institutions Placement (QIP), the Company issued and
allotted 1020408 Equity Shares of Rs.10/- each at a premium of Rs.1215/- per share through Qualified
Institutions Placement under Chapter XIII-A of SEBI (Disclosure & Investor Protection) Guidelines 2000
to Qualified Institutional Buyers (QIB).
The Issued Share Capital increased by Rs. 102.04 Lacs and Rs. 12397.96 Lacs has been credited to the
Share Premium Account.
The details of money raised and utilized is as under :
(Rs. in Lacs)
Particulars IPO QIP
Money Raised 14805.00 12500.00
Income on Unutilised Money 858.39 1452.69
Total 15663.39 13952.69
Amount Utilised for Capital Expenditure and
General Corporate purposes. 15663.39 7341.98
Amount Unutilised 0.00 6610.71
The unutilized money has been temporarily invested in Mutual Funds and Fixed Deposit receipts with
banks.
2. The Company has not received information from the Suppliers regarding their status under The Micro,
Small & Medium Enterprises Development Act, 2006. Hence, disclosures, if any relating to amounts
unpaid as at the balance sheet date together with interest paid or payable as per the requirement under
the said Act, have not been made.
3. Disclosure required by Clause 32 of the Listing Agreement :
Amount of loans and advances in nature of loans outstanding from subsidiary for the year ended 31st
March, 2009.
Subsidiary Company Outstanding Maximum amount Investment in
as at outstanding shares of the
31-03-2009 during the year Company
Rs. in Lacs Rs. in Lacs (No. of Shares)
Welcast Steels Limited Nil 190.00 456881
4. Scheme of Amalgamation of Reclamation Welding Ltd.(RWL) and Paramount Centrispun Castings
Private Limited (PCCPL) with AIA Engineering Ltd.(the Company):
Pursuant to the Shareholders’ approval at the Court convened meeting of the company held on 16th
January,2009 and the sanction of the Hon. High Court of Gujarat to the Scheme of Amalgamation vide
its order dated 8th May,2009, the assets and liabilities of the erstwhile RWL and PCCPL whose
principal business was manufacture of Alloy Steel Castings, were transferred to and vested in the
Company with effect from the appointed date, viz. 1st April, 2008 in accordance with the Scheme so
sanctioned. The Scheme has become effective from 20th May, 2009, accordingly, was given effect to in
the Accounts.
The amalgamation has been accounted for under the “Pooling of interests method” as prescribed by
Accounting Standard 14 (AS-14) issued by the Institute of Chartered Accountants of India.
59
Accordingly, the assets, liabilities and other reserves of the erstwhile RWL and PCCPL as at 1st April
2008 have been taken over at their book values. As a result, reserves of the erstwhile RWL and PCCPL
aggregating to Rs.2120.25 Lacs have been added to the reserves of the Company. Further, 336430 Equity
Shares of the face value of Rs.2 each fully paid would be issued to the other Shareholders of the
erstwhile RWL in exchange of 67286 Equity Shares of Rs.100 each held by them in the erstwhile RWL
in the ratio 5:1. In case of PCCPL, no Equity Shares of the Company would be issued, as all the Equity
Shares issued by erstwhile PCCPL were held by the Company.
The difference of Rs.353.71Lacs between the value of net assets taken over, the face value of the shares
to be issued and the investment of the company in the shares of RWL and PCCPL has been adjusted
to the General Reserve of the company.
Pursuant to the Scheme, 157000 Equity Shares of Rs.100 each held by the Company in the erstwhile
RWL and 114442 Equity Shares of Rs.100 each held by the Company in the erstwhile PCCPL have
been cancelled.
As one of the Transferor Companies viz. RWL was following the Diminishing Balance Method of
Depreciation, to ensure uniformity of Accounting Policies, adjustment of Rs.309.14 lacs being the
difference of depreciation between Diminishing Balance Method and Straight-Line Method is made in
the book value of fixed assets of RWL by crediting the same to Profit & Loss Account.
5. As per Accounting Standard 15 “Employee Benefits”, the disclosures of Employee benefits as
defined in the Accounting Standard are given below:
Defined Contribution Plan:
Contribution to Defined Contribution Plan, recognized as expense for the year is as under :
(Rs. in Lacs)
2008-09
Employer’s Contribution to Provident Fund 124.77
Defined Benefit Plan:
The employees’ gratuity fund scheme managed by a Trust is a Defined Benefit Plan. The present value
of obligation is determined based on actuarial valuation using the Projected Unit Credit Method, which
recognizes each period of service as giving rise to additional unit of employee benefit entitlement and
measures each unit separately to build up the final obligation. The obligation for leave encashment is
recognized in the same manner as gratuity.
i. Reconciliation of opening and closing balances of Defined Benefit obligation:
(Rs. in Lacs)
Gratuity Leave Gratuity Leave
(Funded) Encashment (Funded) Encashment
(Unfunded) (Unfunded)
2008-2009 2008-2009 2007-2008 2007-2008
Defined Benefit obligation at
beginning of the year 403.42 133.89 298.10 75.51
Current Service Cost 41.41 21.62 26.55 28.50
Interest Cost 32.02 10.65 23.85 6.04
Actuarial (gain) / Loss 51.58 33.31 -1.88 17.32
Benefits paid -18.46 -21.59 -6.21 -12.16
Defined Benefit obligation at year end 509.97 177.88 340.41 115.21
60
ii. Reconciliation of opening and closing balances of fair value of plan assets:
(Rs. in Lacs)
Gratuity Gratuity
(Funded) (Funded)
2008-2009 2007-2008
Fair value of plan assets at beginning of the year 413.76 300.03
Expected return on plan assets 37.93 26.61
Actuarial gain / (loss) -13.28 -12.22
Employer contribution 75.93 32.20
Benefits paid -18.45 -6.21
Fair Value of plan assets at year end 495.89 340.41
iii. Reconciliation of fair value of assets and obligations:
(Rs. in Lacs)
As at 31st (Unfunded) As at 31st (Unfunded)
March As at 31st March As at 31st
2009 March 2008 March
2009 2008
Fair value of plan assets 495.89 - 340.41 -
Present value of obligation 509.98 177.88 340.41 115.21
Amount recognized in Balance Sheet 14.09 177.88 - 115.21
iv. Expense recognized during the year:

(Rs. in Lacs)
2008-2009 2008-2009 2007-2008 2007-2008
Current Service Cost 41.41 21.62 26.55 28.50
Interest Cost 32.02 10.65 23.85 6.04
Expected return on plan assets -37.93 - -26.61 -
Actuarial gain / (loss) 58.33 33.31 10.34 17.33
Net Cost 93.83 65.58 34.13 51.87
v. Investment Details:
As at 31st (Unfunded) As at 31st (Unfunded)
March As at 31st March As at 31st
2009 March 2008 March
2009 2008
GOI Securities 11.08% N.A. 10.48% N.A.
Public Securities 42.13% N.A. 51.86% N.A.
Special Deposit Schemes 10.30% N.A. 14.91% N.A.
State Govt. Securities 7.70% N.A. 11.85% N.A.
Insurance Policies 15.99% N.A. Nil N.A.
Others (including bank balances) 12.80% N.A. 10.90% N.A.
61
vi. Actuarial assumptions:

2008-2009 2008-2009 2007-2008 2007-2008
Mortality Table (LIC) 1994-96 1994-96 1994-96 1994-96
Discount rate (per annum) 8.00% 8.00% 8.00% 8.00%
Expected rate of return on plan
assets (per annum) 8.50% - 8.50% -
Rate of escalation in salary (per annum) 7.00% 7.00% 7.00% 7.00%
The estimates of rate of escalation in salary considered in actuarial valuation, take into account
inflation, seniority, promotion and other relevant factors including supply and demand in the
employment market. The above information is certified by the actuary.
The expected rate of return on plan assets is determined considering several applicable factors, mainly
the composition of plan assets held, assessed risks, historical results of return on plan assets and the
Company’s policy for plan assets management.
6. Based on the guiding principles given in Accounting Standard on “Segment Reporting” (AS-17) issued
by the Institute of Chartered Accountants of India, the Company operates mainly in manufacturing of
High Chrome Mill Internals (Castings) and all other activities are incidental thereto, which have
similar risk and return, accordingly, there are no separate reportable Segment as far as Primary
Segment is concerned.
Information about Secondary Geographical Segments:
(Rs. in Lacs)
st
Particulars Year ended 31 March 2009
Revenue by Geographical Segment
India 45101.17
Outside India 49182.21
Addition to Fixed Assets and Intangible Assets
India
(includes addition on Amalgamation Rs.2721.85 Lacs) 8725.45
Outside India Nil
Carrying amount of Fixed Assets
India 20147.14
Outside India Nil
Notes:
1) Geographical Segments considered for disclosures are as follows :
• Sales within India includes Sales to Customers located within India.
• Sales Outside India includes Sales to Customers located outside India.
2) Revenue comprises:
(Rs. in Lacs)
Sales 92285.94
Other income 1997.44
62
7. Related party disclosures under Accounting Standard 18:

(i) Subsidiaries : (ii) Relatives of Key Management Personnel:
1. Welcast Steels Limited 1. Hotel Gulmarg
2. Vega Industries (Middle East) FZE, U.A.E. 2. L.D.M. X-ray Clinic
3. Vega Industries Ltd., U.K. 3. K. M. Shah Nursing Home
4. Vega Industries Ltd., U.S.A. 4. Mrs. Giraben K. Shah
(iii) Key Management Personnel : 5. Mrs. Gitaben B. Shah
1. Mr.Bhadresh K.Shah (Managing Director) 6. Rajsi Foods Pvt. Ltd.
2. Dr. S. Srikumar (Director) 7. Powertec Engineering Pvt. Ltd.
Disclosures of Transactions between the Company and Related Parties and the status of outstanding
balances as on 31st March 2009:
(Rs. in Lacs)
Sr. Nature of Transaction Subsidiaries Relatives Key
No of Key Management
Management Personnel
Personnel
1 Sale of Goods 46443.09
2 Sale of Stores & Spares 6.46
3 Sale of Capital Goods 163.50
4 Purchase of Goods 16865.40
5 Purchase of Stores & Spares 1320.62
6 Purchase of Capital Goods 8.21
7 Recovery of Expenses (Freight & Travelling) 118.11
8 Commission paid on Purchases 11.89
9 Commission paid on Sales 58.00
10 Professional Fees paid 45.48
11 Salary, Bonus & Perquisites 1.66
12 Rent, Rates & Taxes paid 5.84
13 Hotel charges paid 1.39
14 Repairs & Maintenance of Equipments 8.08
15 Interest received 16.42
16 Dividend received 9.14
17 Repayment of Inter Corporate Loan 190.00
18 Directors’ Remuneration and perquisites 82.11
(includes Rs.1984684/-paid to the Directors of
erstwhile Reclamation Welding Ltd.)
GRAND TOTAL 65140.95 132.34 82.11

Balance Outstanding at the year end (Receivable) 5431.33 Nil Nil
Balance Outstanding at the year end (Payable) 281.74 1.99 Nil
63
Disclosures in respect of transactions which are more than 10% of the total transactions of the same
type with related parties during the year:
(Rs. in Lacs)
Sr. Description Related Parties Amount
No.
1 Sale of Goods Vega Industries (Middle East) FZE 46001.35
2 Sale of Stores & Spares Welcast Steels Limited 6.47
3 Sale of Capital Goods Welcast Steels Limited 163.50
4 Purchase of Goods Welcast Steels Limited 16865.40
5 Purchase of Stores & Spares Vega Industries Ltd., USA 1306.87
6 Purchase of Capital Goods Welcast Steels Limited 8.21
7 Commission paid on Purchase Rajsi Foods Pvt. Ltd. 11.89
8 Commission paid on Sales Powertec Engineering Pvt. Ltd. 58.00
9 Profesional Fees paid Powertec Engineering Pvt. Ltd. 45.48
10 Salary, Bonus, Perquisites Mrs. Gita B. Shah 1.66
11 Rent Rates and Taxes Mrs. Gita B. Shah 3.00
Mrs. Giraben K. Shah 1.44
12 Hotel Charges paid Hotel Gulmarg 1.39
13 Repairs & Maintenance of Equipments Powertec Engineering Pvt. Ltd. 8.08
14 Interest received Welcast Steels Ltd. 16.42
15 Dividend received Welcast Steels Ltd. 9.14
16 Repayment of Inter Corporate Loan Welcast Steels Ltd. 190.00
17 Director’s Remuneration Mr. Bhadresh K. Shah 60.00
Mr. Omprakash Fatehlal Shah 9.00
Mr. Balkrishna Fatehlal Shah 9.00
18 Director’s Perquisites Mr. Bhadresh K. Shah 2.26
8. Earnings per Share (EPS) – The numerators and denominators used to calculate Basic and Diluted
Earnings per Share:
2008-2009 2007-2008
Profit attributable to the Equity Shareholders (Rs.in Lacs) A 13345.78 10831.02
Basic / Weighted average number of Equity Shares
outstanding during the period B 94320370 93983940
Nominal value of Equity Shares (Rs.) 2 2
Basic/Diluted Earnings per Share (Rs.) A/B 14.15 11.52
Restated
Pursuant to a resolution passed by the Shareholders of the Company at the AGM held on 16 th
September 2008, each equity share of face value of Rs.10 was sub-divided into 5 equity shares of face
value of Rs.2 each.
64
9. Deferred Tax Liability comprises of timing differences on account of :

(Rs. in Lacs)
As at As at
31-3-2009 31-3-2008
Leave Encashment (61.40) (38.92)
Gratuity (2.77) Nil
Total 1081.57 643.49
10. Contingent Liabilities not provided for in Accounts :
(Rs. in Lacs)
As at As at
31-3-2009 31-3-2008
a Bank Guarantees Outstanding 3133.44 2815.66
b Corporate Guarantees Outstanding to Customers 4564.74 3770.75
c Guarantees given by the Company on behalf of Subsidiaries 821.52 740.15
d Letters of Credit 265.66 Nil
e Claims against the Company / Disputed Liabilities
not acknowledged as Debts
i) Central Excise & Service Tax 901.74 525.07
ii) Income Tax 171.34 17.42
iii) Sales Tax / Central Sales Tax 110.24 90.48
iv) E.S.I.C. 1.16 Nil
Total 9969.84 7959.53
11. Derivative Instruments :
a) The Company has entered into forward contracts to offset foreign currency risks arising from the
amounts denominated in currencies other than the Indian Rupee. The counter parties to such
forward contracts are banks. These contracts are entered into, to hedge the foreign currency risks.
Details of forward contracts outstanding as at the year end are:
Currency Exposure to No. of As at the year end
Buy/Sell contracts
Rs. in Lacs Foreign
currency
Us Dollar Sell 5 67655.64 133000000

(Previous year) (7) (42341.16) (105800000)
Euro Sell 4 17218.82 25500000
(Previous year) (5) (32494.69) (51375000)
Consequent to the announcement issued by the Institute of Chartered Accountants of India on
Accounting of Derivatives, the Company has recognised marked to market outstanding derivative
contracts. The notional marked-to-market loss on these unexpired contracts as on 31-3-2009
amounting to Rs.13664.94 Lacs has not been considered in the financial statements. The actual gain/
loss could vary and be determined only on settlement of the contracts on their respective due dates.
65
b) Foreign currency exposure at the year end not hedged by derivative instruments:
As at As at
31st March 2009 31st March 2008
Payables against import of goods and services
Rupees (in Lacs) 696.42 225.50
US Dollar 1376898 563432
Euro 9065 -
Advance payment to suppliers
US Dollar 90277 984338
Pound Sterling Nil 2032
Euro 12200 24105
12. Additional Information pursuant to the provisions of paragraphs 3, 4, 4-B, 4-C, 4-D & 4-E of Part -II
of Schedule VI of the Companies Act, 1956. (As certified by Directors):
A) Quantitative information of Manufacturing Goods (Castings) sold:
2008-2009 2007-2008
M.T. Rs. in Lacs M.T. Rs. in Lacs
Own Manufacturing 70311.191 71367.46 53895.356 43661.11
Job Conversion 158.115 99.91 255.864 131.51
B) Directors’ Remuneration :
(Rs. in Lacs)
2008-2009 2007-2008
i) Remuneration (includes Rs.18.00 Lacs paid to the Directors
of erstwhile Reclamation Welding Limited)
(Previous Year – Rs. Nil) 78.00 60.00
ii) Perquisites / benefits in cash & kind (includes Rs.1.85 Lacs
paid to the Directors of erstwhile Reclamation Welding Limited)
(Previous year – Rs. Nil) 4.11 2.05
iii) Director’s Sitting Fees (Rs. 0.30 Lacs paid to the Directors of
erstwhile Paramount Centrispun Castings Pvt. Ltd. 1.80 1.40
Total 83.91 63.45
C) Auditors’ Remuneration :
(Rs. in Lacs)
2008-2009 2007-2008
a) Audit Fees 5.00 5.00

b) Tax Audit Fees 0.21 0.21
c) For Taxation matters 0.36 0.36
d) For Certification and other services 1.29 4.88
66
D) Quantitative information of Goods manufactured (Castings):

2008-2009 2007-2008
Capacity, Production etc.
a) Licensed Capacity Not Applicable Not Applicable
b) Installed Capacity
(As certified by the
Management) 130000.000 - 68600.000 -
c) Actual Production
Manufacturing 72278.106 - 55567.674 -
Job Conversion 158.115 - 255.674 -
E) Quantitative information of Trading activity (Castings):
2008-2009 2007-2008
a) Opening Stock Nil Nil Nil Nil
b) Purchases 26630.886 14877.79 26153.929 11917.89
c) Sales 26630.886 18851.18 26153.929 14138.24
d) Closing Stock Nil Nil Nil Nil
F) C. I. F. Value of Imports :
2008-2009 2007-2008
1 Raw Materials - Scrap 7027.125 2139.02 4530.171 956.06
2 Raw Materials – Ferro Alloys 1381.174 1938.61 3763.310 2182.93
3 Stores - 1260.61 - 563.34
4 Capital Goods - 550.52 - 672.36
G) Expenditure in Foreign Currency :

(Rs. in Lacs)
2008-2009 2007-2008
1 Travelling Expenses 55.69 27.52
2 Professional Fees 207.69 33.59
3 Subscription & Membership Nil 1.11
TOTAL 263.38 62.22
67
H) Value of Imported and Indigenous Raw Materials, Stores & Spares consumed and percentage
thereof :
2008-2009 2007-2008
a) Raw Materials
1 Imported - Scrap 6711.618 2062.18 3851.838 787.75
Percentage 7.32% 4.92%
2 Imported - Ferro Alloys 1872.565 1959.80 3075.158 1740.56
3 Indigenous - Scrap 49533.525 15141.90 37257.887 8708.92
4 Indigenous - Ferro Alloys 12580.334 8992.41 7769.853 4765.92

TOTAL 70698.042 28156.28 51954.736 16003.15

b) Stores & Spares
1 Imported — 957.48 — 708.86
2 Indigenous — 8191.98 — 5414.63
TOTAL — 9149.46 — 6123.49

I) Remittance in Foreign Currency on account of Dividend:
Description 2008-2009 2007-2008
a) (i) Year to which the Final Dividend relates 2007-08 2006-07

(ii) Year to which the Interim Dividend relates 2008-09 —
b) Number of Non-Resident Shareholders One One
c) Number of Equity Shares held by Non-Resident Shareholders 4159400 831880
d) Amount Remitted (Rs. in Lacs)
(i) Final Dividend 33.28 29.12
(ii) Interim Dividend 24.95 —
J) Earning in Foreign Exchange :
2008-2009 2007-2008
Export of Goods 49182.21 27305.94
13. Previous year’s figures have been reworked, reclassified, regrouped and rearranged wherever
necessary, however, the figures for the previous year do not include figures for the erstwhile RWL and
PCCPL and accordingly the current year’s figures are not comparable to those of the previous year.
68
14. Additional Information pursuant to the provisions of Part-IV of Schedule VI of the Companies Act, 1956:
BALANCE SHEET ABSTRACT AND COMPANY’S GENERAL BUSINESS PROFILE :
I. Registration Details :
Registration No.: 015182 State Code : 04
Balance Sheet Date : 31-03-2009
II. Capital raised during the year (Amount in Rs. Thousands) :
Public Issue : Nil Right Issue : Nil
Bonus Issue: Nil Private Placement: Nil
III. Position of Mobilisation and Deployment of Funds (Amount in Rs. Thousands) :
Total Liabilities 6966839 Total Assets 6966839
Source of Funds Application of Funds
Paid up Capital 187968 Net Fixed Assets 2081509
Share Capital Suspense 673 Investments 558371
Reserve & Surplus 6298963 Net Current Assets 4326959
Secured Loan 354162
Unsecured Loan 16916
Deferred Tax Liabilities (Net) 108157
IV. Performance of the Company (Amount in Rs. Thousands) :
Turnover 9386826 Total Expenditure 7359614
Profit Before Tax 2058126 Profit After Tax 1334577
Earnings per Share (In Rs.) 14.15 Dividend Rate 125%
V. Generic Names of the Three Principal Products/Services of the Company (As per Monetary Terms):
Item Code No. (ITC Code) Product Description
(1) 73269013 (1) Grinding Media Balls & Cylpebs
(2) 7626990990 (2) Other Cast Articles of Iron or Steel.
Signature to Schedule 1 to 17
69
70
STATEMENT PURSUANT TO SECTION 212 OF THE COMPANIES ACT, 1956 RELATING TO THE SUBSIDIARY COMPANIES
1. Name of the Subsidiary Companies Welcast Vega Industries Vega Industries Vega Industries
Steels (Middle East) Limited, Limited,
Limited F.Z.E. U.K. U.S.A.
2. The Financial Year of the Subsidiary Company ended 31.03.2009 31.03.2009 31.03.2009 31.03.2009
on
3 (a) No. of Equity Shares held by AIA Engineering Ltd. in 456881 Equity Shares of 32500 Shares of US$ 10000 Ordinary Shares 50000 Shares of US
the Subsidiary as at the end of the Financial Year of Rs.10/- each fully paid- 10/- each fully paid- of Pound 1 each fully $ 1 each fully paid-up
the Subsidiary. up up paid-up
(b) Capital and Reserves of Subsidiary at the end of the

Financial Year of Subsidiary US $ 50,000
i) Capital Rs. 63.84 Lacs US $ 3,25,000 Pound 10,000 US $ 5,53,668
ii) Reserves and Surplus Rs. 1941.50 Lacs US $1,90,92,321 Pound 14,95,079
100%*
(c) Extent of interest of AIA Engineering. Ltd. in the Equity 100%* * By Vega
Capital of the Subsidiary at the end of the Financial Year 71.59% 100% *By Vega Industries Industries,U.K.
of the Subsidiary. (Middle East) F.Z.E.
4. The net aggregate amount of Profits of the Subsidiary so

far as they concern the members of AIA Engineering
Ltd.
(a) Not dealt with in the accounts of AIA Engineering
Ltd.
* For the Subsidiary’s Financial Year ended on 31st March, Rs.226.93 Lacs US $ 75,50,188 Pound 3,55,296 US $ 2,645
2009.
* For the previous Financial Years of the Rs.864.68 Lacs US $ 115,42,133 Pound 10,56,584 US $ 4,50,348
Subsidiary since it became the Subsidiary of AIA
Engineering Ltd.
(b) Dealt with in the accounts of AIA Engineering Ltd.

* For the Subsidiary’s Financial Year ended on 31st March Nil Nil Nil Nil
2009.
* For previous Financial Years of the Subsidiary since it Nil Nil Nil Nil
became the Subsidiary of AIA Engineering Ltd.
Note: Indian Subsidiaries viz. Reclamation Welding Limited and Paramount Centrispun Castings Private Limited were merged with the Com-
pany effective from 01.04.2008 pursuant to the Scheme of Amalgamation sanctioned by the Hon'ble High Court of Gujarat vide its order dated
08.05.2009.
Place : Ahmedabad RAJENDRA S. SHAH BHADRESH K. SHAH BHUPENDRA A. SHAH S. N. JETHELIYA

Date :25th June, 2009 Chairman Managing Director Director Company Secretary
AIA ENGINEERING LIMITED -CONSOLIDATED
AUDITORS’ REPORT ON CONSOLIDATED FINANCIAL STATEMENTS
TO
THE BOARD OF DIRECTORS OF
1. We have audited the attached consolidated balance sheet of AIA Engineering Limited (“the Company”), and
its subsidiaries (collectively referred as ‘the AIA Group’) as at March 31, 2009 and also the consolidated
profit and loss account and the consolidated cash flow statement for the year ended on that date annexed
thereto. These financial statements are the responsibility of the Management of the Company. Our
responsibility is to express an opinion on these financial statements based on our audit.
2. We conducted our audit in accordance with the auditing standards generally accepted in India. Those
Standards require that we plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by the management, as well as evaluating the
overall financial statement presentation. We believe that our audit provides a reasonable basis for our
opinion.
3. We did not audit the financial statements of subsidiaries, whose financial statements reflect total assets of
Rs.139.54 crores as at March 31, 2009 and total revenue of Rs.741.06 crores for the year then ended. These
financial statements and other financial information have been audited by other auditors whose reports
have been furnished to us, and our opinion is based solely on the report of other auditors.
4. We report that the consolidated financial statements have been prepared by the Company’s management in
accordance with the requirements of the Accounting Standard (AS) 21 - Consolidated Financial Statements
issued by the Institute of Chartered Accountants of India.
5. On the basis of information and explanations given to us and on the consideration of the separate Audit
Reports on individual Audited financial statements of AIA Engineering Limited and its subsidiaries, in our
opinion the consolidated financial statements give a true and fair view in conformity with the accounting
principles generally accepted in India:
(i) in the case of the consolidated balance sheet, of the state of affairs of the AIA Group as at March 31, 2009
(ii) in the case of consolidated profit and loss account, of the profit for the year ended on that date; and
(iii) In the case of consolidated cash flow statement, of the cash flows for the year ended on that date.
(iv) Without qualifying our opinion, we draw attention to :
Note 10(a) of Schedule 19 regarding derivatives contracts entered into by the Company to hedge Foreign
Currency Risk. The notional marked-to-market loss on these unexpired contracts as on 31-3-2009 amounting
to Rs.13664.94 Lacs has not been considered in the financial statements.
For Talati & Talati

Umesh Talati
Place : Ahmedabad Partner
Date : 25th June, 2009 (Membership No.34834)
71
CONSOLIDATED BALANCE SHEET AS AT 31 st MARCH, 2009
As at As at
SOURCES OF FUNDS :-
1. SHAREHOLDERS’ FUNDS :
(a) Share Capital 1 1879.68 1879.68
(Refer Note No2 of Schedule 19)
(c) Reserves and Surplus 2 75370.20 59122.39
77256.61 61002.07
2. MINORITY INTEREST 569.67 836.05
3. LOAN FUNDS :
(a) Secured Loans 3 4246.11 1187.35
(b) Unsecured Loans 4 169.16 172.63
4415.27 1359.98
4. DEFERRED TAX LIABILITIES (NET) 5 995.13 589.04
TOTAL: 83236.68 63787.14
APPLICATION OF FUNDS :-
1. FIXED ASSETS :
(a) Gross Block 6 31269.08 24890.72
Net Block 23160.57 18412.94
23828.51 21499.60
2. INVESTMENTS 7 4138.09 9469.92
3. CURRENT ASSETS, LOANS AND ADVANCES : 8
(a) Interest Accrued on Investments 346.77 7.56
(b) Inventories 13926.29 13599.02
(c) Sundry Debtors 18468.41 17477.19
85315.25 53225.32
Less : CURRENT LIABILITIES AND PROVISIONS : 9
(b) Provisions 22399.86 14128.77
30045.17 20408.07
NET CURRENT ASSETS 55270.08 32817.25
4. MISCELLANEOUS EXPENDITURE 0.00 0.37
(To the extent not written off )
TOTAL: 83236.68 63787.14
72
CONSOLIDATED PROFIT AND LOSS ACCOUNT FOR THE FINANCIAL YEAR ENDED 31 st MARCH 2009

INCOME :-
Gross Sales 10 108558.96 77137.59
Less: Central Excise Duty 6229.86 8019.44
Net Sales 102329.10 69118.15
Other Income 11 2184.34 3165.05
Increase in Stock 12 1522.87 964.03
TOTAL: 106036.31 73247.23
EXPENDITURE :-
Trading Purchases 13 2424.14 1172.27
Raw material & Stores Consumption 13 48576.28 32294.77
Manufacturing Expenses 13 13867.44 11091.91
Employees Emoluments 14 4105.54 3123.42
Administrative and Other Expenses 15 5049.37 1852.77
Selling & Distribution Expenses 16 5157.13 4162.96
Interest Expenses 17 207.26 168.07
Depreciation 6 2025.19 1357.86
TOTAL: 81412.35 55224.03
24623.96 18023.20
Add: Excess Provision written back 309.14 0.00
(Refer Point No.2 of Schedule 19)
PROVISION FOR TAXES
a) Current Tax 7046.91 4131.09
b) Deferred Tax 419.99 427.26
c) Fringe Benefits Tax 35.00 43.90
TOTAL TAX (a+b+c) 7501.90 4602.25
LESS : MINORITY INTEREST 69.45 93.88
PROFIT AFTER MINORITY INTEREST 17361.75 13327.07
Less: Prior period Adjustment 1.30 0.32
Profit after adjustment 17360.45 13326.75
Less: Income tax adjustement of earlier years 16.27 0.00

17344.18 13326.75
Add: Surplus Brought from Previous Year 27139.19 17348.69
PROFIT AVAILABLE FOR APPROPRIATION 44483.37 30675.44
Appropriations:
Interim Dividend 563.90 0.00
Corporate Tax on Dividend on Equity Shares 402.57 129.95
4130.90 1997.69
Balance carried to Balance Sheet 40352.47 28677.75
Basic and diluted earning per share 18.41 14.18

Nominal Value of Rs.2/- each (Previous Year Rs.10/- each)
Refer Note No 8 of Schedule 19 (Restated)

73
CONSOLIDATED CASH FLOW STATEMENT FOR THE FINANCIAL YEAR ENDED 31 st MARCH 2009

CASH FLOW FROM OPERATING ACTIVITIES:
NET PROFIT BEFORE TAX AND EXCEPTIONAL ITEMS 24,933.10 18,023.20
Add / (Less) : Adjustments for
Leave Encashment 0.00 42.64
Depreciation 2,025.19 1,357.86
Excess Depreciation written back (309.14) -
Interest and Finance Charges 207.26 168.07
Interest Income (724.65) (1,072.13)
Profit on Sale of Assets (40.77) (4.98)
Dividend on Shares (9.14) -
Dividend on Mutual Fund (364.13) -
Profit on Sale of Mutual Fund Units (7.68) -
Loss on Sale of Assets 2.31 4.04
Loss on Sale of Mutual Fund Units 2.17 -
OPERATING PROFIT BEFORE WORKING CAPITAL CHANGES 25,714.52 18,518.70
(Increase) / Decrease In Current Assets
Trade and Other Receivables (1,677.79) (6,390.46)
Inventories (327.27) (3,772.75)
Trade Payables 2,104.53 (1,539.79)
CASH OPERATING PROFIT BEFORE INCOME TAX PAID 25,813.99 6,815.70
Direct Taxes paid (6,605.38) (4,535.34)
NET CASH INFLOW / (OUTFLOW ) FROM OPERATING ACTIVITIES 19,208.61 2,280.36
CASH FLOW FROM INVESTING ACTIVITIES:
Interest received 724.65 777.35
Dividend received 373.27 -
Purchase of Fixed Assets (3,959.64) (8,195.84)
Sale of Fixed Assets 236.29 -
Sale of Investments 5,331.83 4,551.68
NET CASH INFLOW / (OUTFLOW ) FROM INVESTING ACTIVITIES 2,706.40 (2,866.81)
CASH FLOW FROM FINANCING ACTIVITIES:
Proceed of Secured Borrowings 3,058.76 (291.30)
Payment of Unsecured Borrowings (3.47) -
Change in Equity Share Capital 6.73 -
Interest and Finance Charges paid (207.26) (168.07)
Equity Dividend paid (894.88) (784.27)
Interim Equity Dividend paid (659.74) -
NET CASH INFLOW / (OUTFLOW ) FROM FINANCING ACTIVITIES 1,300.14 (1,243.64)
Net Increase / (Decrease) in Cash and Cash Equivalents 23,215.15 (1,830.09)
Cash and Cash Equivalents as at 1st April 2,657.80 4,487.89
Cash and Cash Equivalents as at 31st March 25,872.95 26,857.80
Net Increase / (Decrease) in Cash and Cash Equivalents 23,215.15 (1,830.09)
Notes:
1. Cash and Cash Equivalents includes Rs. 461.31 Lacs of erstwhile Reclamation Welding Limited and Paramount Centrispun
Casting Pvt. Ltd. taken over on Amalgamation.
2. Amalgamation of the erstwhile Reclamation Welding Limited and Paramount Centrispun Casting Pvt. Ltd. is Non-Cash Transaction.
3. Cash and Cash Equivalents include balances with Scheduled Banks in Unpaid Dividend Accounts Rs. 3.76 Lacs (previous year
Rs 3.21 Lacs) which are not available for the use by the Company.
4. Previous Year’s figures are not Comparable due to Note- 2 above.
74
SCHEDULES 1 TO 9 FORMING PART OF THE CONSOLIDATED BALANCE SHEET AS AT 31 ST MARCH 2009
As at As at
SCHEDULE : 1 SHARE CAPITAL
AUTHORISED :
230000000 Equity Shares of Rs.2/- each
(Previous Year 26000000 Shares of Rs.10/- each) 4600.00 2600.00
Face value of Rs.10/- splitted in to the
Face value of Rs. 2/- w.e.f. 21st October, 2008.
NIL Redeemable Cumulative Preference
of Rs. 100/- each ( Previous Year 2000000 Shares) 0.00 2000.00
TOTAL: 4600.00 4600.00
ISSUED, SUBSCRIBED & PAID UP :
93983940 Equity Shares of Rs.2/- each fully paid
up ( Previous year 18796788 Shares of Rs.10/- each
fully paid) Face value of Rs.10/- splitted in to the
Face value of Rs. 2/- w.e.f. 21st October, 2008.
1879.68 1879.68
TOTAL: 1879.68 1879.68
SCHEDULE : 2 RESERVES AND SURPLUS
A. Capital Redemption Reserve 1913.38 1925.74
Add : On Amalgamation (Refer Point No.2 of Schedule :19) 12.36 0.00
1925.74 1925.74
B. Shares Premium 26627.32 26627.32
C. General Reserve 2699.13 1777.60
Less: Gratuity provision of earlier years 0.00 (53.80)
Add : Transferred from Profit and Loss Account 1359.58 1103.11
Less : On Amalgamation (Refer Point No.2 of Schedule :19) 225.92 0.00
3832.79 2826.91
D. Revaluation Reserve 20.13 25.47
Less: Withdrawals on account of Depreciation 6.10 5.34
14.03 20.13
E. Profit and Loss Account
Profit as per Profit and Loss Account 40526.65 28677.75
Add : On Amalgamation (Refer Point No.2 of Schedule :19) 1980.10 0.00
42506.75 28677.75
F. Foreign Currency Translation Reserve 1119.82 (271.31)
76026.45 59806.54
Less: Adjustment on Account of Consolidation 656.25 684.15
TOTAL: 75370.20 59122.39
75
As at As at
SCHEDULE : 3 SECURED LOANS

A. TERM LOAN :
From Financial Institution 0.00 3.90
From Banks 172.56 256.46
172.56 260.36
B. WORKING CAPITAL FACILITIES :
From Banks 4073.55 926.99
TOTAL: 4246.11 1187.35
SCHEDULE : 4 UNSECURED LOANS

From State Government 169.16 172.63
Deferred Sales Tax under Package Scheme of
Incentives 1993 of Government of Maharastra
TOTAL: 169.16 172.63
SCHEDULE : 5 DEFERRED TAX LIABILITIES /

DEFERRED TAX ASSETS (NET)
A. DEFERRED TAX LIABILITIES :

Arising on account of timing difference 1081.57 732.86
Less :
B. DEFERRED TAX ASSETS :
Arising on account of timing difference 86.44 143.82
TOTAL:(A-B) 995.13 589.04
76
SCHEDULE : 6 FIXED ASSETS (Rs. in Lacs)
GROSS BLOCK DEPRECIATION NET BLOCK
Sr. Name of the Fixed Assets As at Addition Addition Sales/ As at As at Addition Written For the Net As at As at As at
01 .04 .0 8 on A/c During Transfer 31.03.09 01 .04 .0 8 on A/c Back Year Adjust- 31.03.09 31.03.09 31.03.08
of the Adjust- of During ment
Amalga- Year ments Amalga- the
mation mation Year
A. INTANGIBLE ASSETS :
1 GOODWILL 1504.84 0.00 0.00 35.55 1469.29 18.93 0.00 0.00 5.72 20.88 45.53 1423.76 1485.91
2 PATENTS AND COPYRIGHTS 2.44 0.00 0.00 0.00 2.44 0.59 0.00 0.00 0.12 0.00 0.71 1.73 1.85
SUB TOTAL (A) : 1507.28 0.00 0.00 35.55 1471.73 19.52 0.00 0.00 5.84 20.88 46.24 1425.49 1487.76
B TANGIBLE ASSETS :
1 LEASEHOLD LAND 0.00 6.67 0.00 0.00 6.67 0.00 0.00 0.00 0.00 0.00 0.00 6.67 6.67
2 FREEHOLD LAND 1116.17 45.74 39.18 0.00 1201.09 0.00 0.00 0.00 0.00 0.00 0.00 1201.09 1161.91
3 BUILDINGS 5695.75 583.47 2106.78 0.00 8386.00 474.52 237.45 78.64 265.54 0.00 898.87 7487.13 5567.25
4 PLANT AND MACHINERIES 11568.15 1912.53 3743.18 159.55 17064.31 3606.83 1398.38 215.42 1501.84 63.50 6228.13 10836.18 8475.47

5 ELECTRICAL INSTALLATION 904.37 29.49 274.34 0.00 1208.20 72.20 0.00 1.63 109.27 0.00 179.84 1028.36 861.66
6 FURNITURE AND FIXTURES 456.25 52.62 240.83 1.00 748.70 174.26 35.70 5.22 39.14 1.03 242.85 505.85 298.91
7 OFFICE EQUIPMENTS 51.58 0.00 4.43 0.00 56.01 40.11 0.00 0.00 9.80 0.00 49.91 6.10 11.47
8 VEHICLES 382.10 60.40 110.99 65.04 488.45 138.56 27.57 6.92 45.51 47.73 156.99 331.46 276.37
9 LABORATORY EQUIPMENTS 258.52 0.00 71.45 26.75 303.22 121.03 0.00 0.00 20.44 0.00 141.47 161.75 137.49
10 COMPUTERS 228.69 30.94 76.42 1.35 334.70 107.60 24.05 1.32 33.88 0.00 164.21 170.49 127.98
SUB TOTAL (B) : 20661.58 2721.86 6667.60 253.69 29797.35 4735.11 1723.15 309.15 2025.42 112.26 8062.27 21735.08 16925.18
TOTAL (A+B) 22168.86 2721.86 6667.60 289.24 31269.08 4754.63 1723.15 309.15 2031.26 91.38 8108.51 23160.57 18412.94
C CAPITAL WORK IN PROGRESS 3076.29 10.37 667.94 3086.66 667.94 0.00 0.00 0.00 0.00 0.00 0.00 667.94 3086.66
GRAND TOTAL (A+B+C) 25245.15 2732.23 7335.54 3375.90 31937.02 4754.63 1723.15 309.15 2031.26 91.38 8108.51 23828.51 21499.60
Previous Year 2 007-0 8 13713.36 11243.00 65.64 24890.72 5164.08 1357.86 44.15 6477.78 18412.94 8549.28
77
As at As at
SCHEDULE : 7 INVESTMENTS ( AT COST )
INVESTMENT IN OTHER COMPANIES :
25 Equity Shares of Koramangla Properties Pvt. Ltd.of
Rs.100/-each fully paid up (Previous year 25 Equity Shares) 0.03 0.03
NIL Class A Shares of Vega Industries, Inc. Canada of $ 1
CAD each fully paid up (Previous year 30000 Equity Shares) 0.00 10.60
INVESTMENT IN GOVERNMENT SECURITIES :
National Savings Certificates 0.04 0.05
CURRENT INVESTMENT IN MUTUAL FUND UNITS : (UNQUOTED) 4138.02 9459.24
TOTAL: 4138.09 9469.92
SCHEDULE : 8 CURRENT ASSETS , LOANS AND ADVANCES
CURRENT ASSETS :
A. INTEREST ACCRUED ON INVESTMENTS 346.77 7.56
B. INVENTORIES
(At lower of cost or net realisable value)
(As taken, valued & certified by the Directors)
Stores & Spares 1436.14 1053.01
Raw Materials 3038.07 5405.96
Work-In Process 4789.48 4759.66
Finished Goods 4655.00 2358.72
DEPB Licence on hand 7.60 21.67
13926.29 13599.02
C. SUNDRY DEBTORS
(Unsecured, Considered Good)
a) Debts outstanding for a period exceeding six months 1049.03 678.93
b) Others 17419.38 16798.26
18468.41 17477.19
D. CASH AND BANK BALANCES
a) Cash on hand 8.08 7.92
b) Balance with Scheduled Banks
i) In Fixed Deposits 16096.38 351.97
ii) In Current Accounts (Including Cheques on 9730.74 2093.28
hand Rs.56.42 Lacs (Previous Year NIL)
iii) In Current Accounts-Unutilized amount
of Issues (IPO/QIP) 33.99 202.03
iv) In Unpaid Equity Dividend Accounts 3.76 3.21
25872.95 2658.41
LOANS & ADVANCES :
(Unsecured , Considered Good)
a) Advances recoverable in cash or in kind or for
value to be received 1412.71 2440.82
b) Inter Corporate Deposits 627.57 0.00
c) Sundry Deposits and Others 1747.03 1635.75
d) Loans and Advances to Staff 97.36 115.43
e) Balance with Central Excise/Service tax Department 3628.98 2346.35
f) Advance Income tax & tax deducted at source 19187.18 12944.79
26700.83 19483.14
TOTAL: 85315.25 53225.32
78
As at As at
SCHEDULE : 9 CURRENT LIABILITIES AND PROVISIONS
CURRENT LIABILITIES :
a) Sundry Creditors 5213.52 4195.54
b) Other Liabilities 1492.01 992.38
c) Statutory Liabilities 189.00 78.37
d) Unclaimed Dividend @ 3.76 3.21
e) Advances from Customers 747.02 1009.80
7645.31 6279.30
@ There is no amount due to be transferred to Investor’s
Education and Protection Fund
PROVISIONS :
a) Provision for Taxation 19038.92 12320.00
b) Proposed Dividend 1804.85 764.63
c) Provision for Tax on Dividend 306.74 129.95
d) Provision for Expenses 983.55 732.70
e) Provision for Product Warranties 64.52 40.46
f) Provision for Leave Encashment 201.28 141.03
22399.86 14128.77
TOTAL: 30045.17 20408.07
SCHEDULES 10 TO 17 FORMING PART OF THE CONSOLIDATED PROFIT

AND LOSS ACCOUNT FOR THE FINANCIAL YEAR ENDED 31st MARCH 2009
SCHEDULE : 10 SALES
A. Sales in India 50422.16 44604.10
Less: Excise Duty: 6229.86 8019.44
Net Sales 44192.30 36584.66
B. Sales Outside India 58136.80 32533.49
TOTAL: 102329.10 69118.15
SCHEDULE : 11 OTHER INCOME
A. Interest ( Gross ) 724.65 101.91
B. Miscellaneous Receipts 180.78 164.29
C. Dividend From Mutual Fund 364.13 961.08
D. Dividend From Subsidiary 9.14 9.14
E. Profit on Sale of Assets 40.77 4.98
F. Sale of DEPB Licenses 689.16 58.44
G. Income tax Refund 0.66 63.70
H. Sales tax Refund 0.00 9.09
I. Profit on sale of Mutual Fund Units 7.68 14.91
J. Exchange Rate Fluctuation difference 0.07 1766.68
K. Sundry Balances written back 135.56 1.62
L. Insurance claim received 31.74 9.21
TOTAL: 2184.34 3165.05
79

SCHEDULE : 12 INCREASE IN STOCK

A. Closing Stock : Work In Process 4789.48 4759.66
: Finished Goods 4244.83 2389.36
9034.31 7149.02
Less :
B. Opening Stock : Work In Process 4780.29 3658.96
: Finished Goods 2731.15 2526.03
7511.44 6184.99
TOTAL: 1522.87 964.03
SCHEDULE : 13 MANUFACTURING EXPENSES

A. RAW MATERIALS CONSUMED
Add : Purchases 37073.78 28032.06
Sub Total 42479.74 30637.22
Raw Materials Consumed 39441.67 25231.26
B. STORES CONSUMED
Add : Purchases 9517.73 7320.48
Sub Total 10570.75 8114.69
Stores Consumed 9134.61 7063.51
C. Trading purchases 2424.14 1172.27

SUBTOTAL: 51000.42 33467.04
OTHER MANUFACTURING EXPENSES

a) Power and Fuel 8514.38 6804.60
b) Labour Charges 2607.78 1934.51
c) Job Conversion Charges 0.00 0.65
d) Freight Inward, Octroi, Coolies and Cartages 800.04 871.82
e) Other Manufacturing Expense 166.35 399.84
12088.54 10011.42
f) Repairs and Maintenance
- To Buildings 96.15 53.53
- To Plant and Machineries 1639.76 962.35
- To Other Assets 42.99 64.61
1778.90 1080.49
TOTAL: 64867.87 44558.95
80

SCHEDULE : 14 EMPLOYEES EMOLUMENTS

a) Salaries, Wages and Bonus 3626.39 2664.00
b) Contribution to Provident Fund /ESIC/ Gratuity 355.10 241.53
c) Staff Welfare Expenses 124.04 217.89
TOTAL: 4105.54 3123.42
SCHEDULE : 15 ADMINISTRATIVE AND OTHER EXPENSES
1. Insurance Premium Expenses 107.61 83.27
2. Rent, Rates and Taxes 103.61 106.16
3. Service Charges 5.53 8.80
4. Directors’ Remuneration and Perquisites 287.88 189.81
5. Directors’ Sitting Fees 2.70 2.81
6. Traveling Expenses -Others 18.54 28.40
7. Statutory Audit Fees 24.02 25.35
8. Legal and Professional Consultancy Fees 1307.10 463.93
9. Bank Commission Charges 222.87 154.51
10. Printing and Stationery Expenses 55.15 55.32
11. Postage,Telephones,Courier,Internet & E-mail 200.47 153.30
12. Computer Expenses 20.26 26.67
13. Vehicle Repairs and Maintenance 42.58 47.69
14. Conveyance Expenses 98.29 67.80
15. Security Expenses 87.92 63.22
16. Subscription and Membership Fees 5.31 4.21
17. License Fees 0.00 3.25
18. Donation Expenses 12.07 37.90
19. Advertisement Expenses 16.91 14.14
20. Bad Debts 48.49 63.24
21. Recruitment and Training Expenses 1.76 4.12
22. Entertainment Expenses 0.00 8.22
23. Water Charges 20.28 13.31
24. Electricity Expenses 42.36 25.00
25. Sales tax / Wealth Tax 4.17 23.83
26. Service tax / Cash transaction Tax 38.02 8.05
27. Loss on Sale of Assets 2.31 4.04
28. Loss on Sale of Mutual funds 2.17 0.00
29. Deferred Revenue Expenses written off. 0.00 0.71
30. Exchange Rate Fluctuation Difference 2101.66 20.31
31. Amalgamation Expenses 4.42 0.00
32. General / Miscellaneous Expenses 164.92 145.40
TOTAL: 5049.37 1852.77
81

SCHEDULE : 16 SELLING & DISTRIBUTION EXPENSES

A. Freight Outward, Coolies and Cartages 3052.65 2517.74
B. Commission Expenses 1155.66 610.00
C. Traveling Expenses - Directors 5.16 5.44
- Staff and Others 702.28 626.53
D. Sales Promotion Expenses 53.87 39.14
E. Discount allowed 0.00 2.50
F. Other sales Expenses 6.69 18.42
G. Warranty and LD Expenses 56.06 227.05
H. Central Excise Duty 124.76 116.14
TOTAL: 5157.13 4162.96
SCHEDULE : 17 INTEREST EXPENSES

A. To Corporate Entities 0.00 10.02
B. To Financial Institutions 0.00 0.46
C. To Banks
- For Cash Credit 58.24 93.85
- For Export Packing Credit Loan 88.06 0.00
- For Term Loan 35.72 38.23
- For Inland / Foreign Bills Discounting 13.03 12.52
- For Others 1.03 0.00
196.08 144.60
D. To Others 11.18 12.99
TOTAL: 207.26 168.07
82
SCHEDULE 18
SIGNIFICANT ACCOUNTING POLICIES:
1) Principles of consolidation:
a) The Consolidated Financial Statements have been prepared in accordance with Accounting Standard
21 (AS 21) on “Consolidated Financial Statements” issued by the Institute of Chartered Accountants of
India and on the basis of separate audited Financial Statements of AIA Engineering Limited (AIA) and
its subsidiaries.
b) The Consolidated Financial Statements have been prepared on the following basis :
(i) The Financial Statements of the Subsidiaries are combined on a line-by-line basis by adding together
the book values of like items of assets, liabilities, income and expenses, after fully eliminating intra-
group balances and intra-group transactions resulting in unrealized profits or losses in accordance
with Accounting Standard - 21 (AS 21).
(ii) In case of Foreign Subsidiaries, being non-integral foreign operations, revenue items are consolidated
at the average rate prevailing during the year. All assets and liabilities are converted at rates
prevailing at the year end. Any exchange difference arising on consolidation is recognized in
“Exchange Fluctuation Translation Reserve”.
(iii) The difference between the costs of investment in the subsidiaries over the net assets at the time of
acquisition of the investment in the subsidiaries is recognized in the Financial Statements as
Goodwill or Capital Reserve as the case may be.
(iv) The Consolidated Financial Statements are prepared using uniform accounting policies for like
transactions and other events in similar circumstances and necessary adjustments required for
deviations if any have been made in the Consolidated Financial Statements.
2) The list of Subsidiary Companies included in consolidation with AIA Engineering Limited (AIA) and AIA’s
shareholding therein is as under:
Name of Subsidiary Country of Shareholding as at Shareholding as at
Incorporation 31-03-2009 31-03-2008
Paramount Centrispun India Nil 100%
Castings Pvt. Ltd. (Merged with AIA)
Reclamation Welding Ltd. India Nil (Merged with AIA ) 70%
Welcast Steels Limited India 71.59% 71.59%
Vega Industries (Middle East) F.Z.E. U.A.E. 100% 100%
Vega Industries Limited, U.K. U.K. 100% by Vega Industries 100% by Vega Industries
(Middle East) F.Z.E. (Middle East) F.Z.E.
Vega Industries Limited, U.S.A. U.S.A. 100% by Vega Industries 100% by Vega Industries
Limited, U.K Limited, U.K
3) Basis of Accounting:
The Financial Statements are prepared as per historical cost convention and in accordance with the Generally
Accepted Accounting Principles in India, the provisions of the Companies Act 1956 , and the applicable
Accounting Standards notified under the Companies (Accounting Standards) Rules, 2006. All Income and
Expenditures having material bearing on the Financial Statements are recognized on accrual basis.
4) Use of Estimates:
The presentation of the Financial Statements in conformity with the Generally Accepted Accounting policies
requires, the management to make estimates and assumptions that affect the reported amount of Assets and
Liabilities, Revenues and Expenses and disclosure of contingent liabilities. Such estimation and assumptions
are based on management’s evaluation of relevant facts and circumstances as on date of Financial Statements.
Difference between the actual results and estimates are recognized in the period in which the results are
known / materialized.
83
5) Revenue Recognisation:
Sales are stated net of rebate and trade discount and exclude Central Sales Tax, State Value Added Tax.
With regard to sale of products, income is reported when practically all risks and rights connected with
the ownership have been transferred to the buyers. This usually occurs upon dispatch, after the price
has been determined.
Export Benefits (Pass Book Credit) are accounted / recognized as and when utilized by the Company
except in erstwhile Paramount Centrispun Castings Pvt. Ltd. and Welcast Steels Limited where in
Export benefits are accounted on Accrual basis.
Dividends on Financial Instruments are recognized as and when realized. Interest on deposits is
6) Fixed Assets:
Tangible Fixed Assets acquired by the group are reported at acquisition value, with deductions for
accumulated depreciation and impairment losses, if any. The acquisition value includes the purchase
price (excluding refundable taxes) and expenses directly attributable to assets to bring it to the factory
and in the working condition for its intended use. Where the construction or development of any such
asset requiring a substantial period of time to set up for its intended use, is funded by borrowings if any,
the corresponding borrowing cost are capitalized up to the date when the asset is ready for its intended
use.
Intangible Assets are reported at acquisition value with deductions for accumulated amortization and
any impairment losses.
Capital work in progress includes cost of assets at sites, construction expenditure, advances made for
acquisition of capital assets.
7) Impairment of Assets:
The carrying value of assets of the group’s cash generating units are reviewed for impairment annually
or more often if there is an indication of decline in value. If any indication of such impairment exists, the
recoverable amounts of those assets are estimated and impairment loss is recognized, if the carrying
amount of those assets exceeds their recoverable amount. The recoverable amount is the greater of the
net selling price and their value in use. Value in use is arrived at by discounting the estimated future
cash flows to their present value based on appropriate discount factor.
Net selling price is the estimated selling price in the ordinary course of business, less estimated cost of
completion and to make the sales.
8) Inventories:
Inventories of Raw Materials and Stores are valued at cost or net realizable value whichever is lower
after considering the credit of VAT and Cenvat and stock in transit and stock lying at third party
Premises are valued at cost.
Inventories of Work in Process are valued at lower of cost or net realizable value.
Inventories of Finished Goods are valued at cost or net realizable value whichever is lower. Cost of
Finished Goods and Work-in-progress are determined using the absorption costing principles. Cost
include the cost of material consumed, labour and a systematic allocation of variable and fixed
production overheads. Excise duties at the applicable rates are also included in the cost of Finished
Goods.
9) Depreciation:
Depreciation has been provided on Fixed Assets on Straight Line Method as per the rates specified in
Schedule XIV of the Companies Act, 1956 as amended from time to time, except for the following
subsidiaries:
84
Name of Subsidiary Basis of Depreciation

1 Welcast Steels Limited In case of assets acquired after 31-3-1996, Written Down Value
Method as per the rates specified in Schedule XIV to the Companies
Act, 1956.
2 Vega Industries (Middle East) F.Z.E. Equal annual installments over estimated useful lives of the assets.
3 Vega Industries Limited, U.S.A. Straight-line method over the estimated useful lives of the assets.
4 Vega Industries Limited, U.K. Written Down Value Method over the estimated useful lives of the
assets.
Amortization on intangible assets takes place on a Straight Line basis over the assets anticipated useful life.
The useful life is determined based on the period of the underline contract and the period of time over which
the intangible assets is expected to be used.
10) Central Excise Duty:
Central Excise duty is accounted on the basis of both, payments made in respect of goods cleared as also
provision made for goods lying in bonded warehouses.
11) Foreign Currency Transactions:
Transactions in foreign currencies are translated to the reporting currency based on the exchange rate on the
date of the transaction. Exchange differences arising on settlement thereof during the year are recognized as
income or expenses in the Profit and Loss Account.
Cash and bank balances, receivables and liabilities (monetary items) in foreign currencies as at the year end
are translated at closing-date rates, and unrealized translation differences are included in the Profit and
Loss Account.
Investments in foreign currency (non-monetary items) are reported using the exchange rate at the date of the
transaction.
Derivative contracts entered are strictly for hedging purposes and not for trading or speculation. Derivative
transactions are being considered as off balance sheet date transactions and accordingly the gains/ losses
arising there from are recognized under respective heads of accounts as and when the settlement takes place
with the terms of the respective contracts.
12) Investments:
i) Investments are classified as Long Term & Current Investments. Long Term Investments are valued at
cost less provision for diminution other than temporary, in value, if any. Current Investments are valued
at cost or fair value whichever is lower.
ii) Investment in shares of foreign subsidiary Company is expressed in Indian Currency at the rates of
exchange prevailing at the time when the investment was made.
13) Borrowing Cost:
Borrowing costs are recognized in the period to which they relate, regardless of how the funds have been
utilized, except where it relates to the financing of construction or development of assets requiring a
substantial period of time to prepare for their intended future use. Interest on borrowings if any is capitalized
up to the date when the asset is ready for its intended use. The amount of interest capitalized for the period
is determined by applying the interest rate applicable to appropriate borrowings.
85
14) Earning per Share:

Basic earning per share is calculated by dividing the net profit after tax for the year attributable to Equity
Shareholders of the Company by the weighted average number of Equity Shares issued during the year.
Diluted earning per Share is calculated by dividing net profit attributable to equity Shareholders (after
adjustment for diluted earnings) by average number of weighted equity shares outstanding during the year.
15) Provisions and Contingencies:
A provision is recognized when the group has a present legal or constructive obligation as a result of past
event and it is probable that an outflow of resources will be required to settle the obligation, in respect of
which reliable estimate can be made. Provisions (excluding retirement benefits) are not discounted to its
present value and are determined based on best estimate required to settle the obligation at the balance sheet
date. These are reviewed at each balance sheet date and adjusted to reflect the current best estimates. Contingent
liabilities are not recognized but are disclosed in the notes to the Financial Statements. A contingent asset is
neither recognized nor disclosed.
16) Product Warranty Expenses:
Product warranty expenses are determined based on group’s historical experience and estimates are accrued
in the year of Sale.
17) Lease:
Lease arrangements, where the risks and rewards incident to ownership of an asset substantially vests with
the Lessor, are recognized as operating lease. Lease rentals under operating lease are recognized in the profit
and loss account.
18) Taxation on Income:
(1) The Company and other Indian subsidiaries:
a) Provision for Current Tax is made as per the provisions of the Income Tax Act, 1961.
b) Provision for Fringe Benefit Tax is made in accordance with the provisions relating to the levy of
this tax as contained in Chapter XII-H of the Income Tax Act, 1961.
c) Deferred Tax resulting from “timing differences that are temporary in nature” between accounting
and taxable profit is accounted for, using the tax rates and laws that have been enacted as on the
Balance Sheet date. The deferred tax asset is recognized and carried forward only to the extent that
there is a reasonable or virtual certainty, as the case may be, that the asset will be realized in future.
(2) Foreign Companies:
Foreign Companies recognize tax liabilities and assets in accordance with the local laws.
19) Cash Flow Statement:
The Cash Flow Statement is prepared by the “indirect method” set out in Accounting Standard-3 (AS 3) on “Cash
Flow Statements” and presents the cash flows by operating, investing and financing activities of the Company.
Cash and cash equivalents presented in the Cash Flow Statement consist of cash on hand and demand
deposits with banks.
86
SCHEDULE 19
NOTES ON ACCOUNTS:
1. Details of utilization of funds received on Initial Public Offer (IPO) and Qualified Institutions Placement
(QIP):
On December 7th, 2005, consequent to an Initial Public Offer, the Company issued and allotted 4700000
Equity Shares of Rs.10/- each at a premium of Rs.305 per Share. The Issued Share Capital increased by
Rs.470 Lac and Rs.14335 Lac has been credited to the Share Premium Account.
On 19th December 2006, consequent to Qualified Institutions Placement (QIP), the Company issued and
allotted 1020408 Equity Shares of Rs.10/- each at a premium of Rs.1215/- per share through Qualified
Institutions Placement under Chapter XIII-A of SEBI (Disclosure & Investor Protection) Guidelines 2000 to
Qualified Institutional Buyers (QIB). The Issued Share Capital increased by Rs. 102.04 Lacs and Rs. 12397.96
Lacs has been credited to the Share Premium Account.
The details of money raised and utilized is as under :
(Rs. in Lacs)
Particulars IPO QIP
Money Raised 14805.00 12500.00
Income on Unutilised Money 858.39 1452.69
Total 15663.39 13952.69
Amount Utilised for Capital Expenditure and General Corporate purposes. 15663.39 7341.98
Amount Unutilised 0.00 6610.71
The unutilized money has been temporarily invested in Mutual Funds and Fixed Deposit receipts with
banks.
2. Scheme of Amalgamation of Reclamation Welding Ltd. (RWL) and Paramount Centrispun Castings Private
Limited (PCCPL) with AIA Engineering Ltd. (the Company):
Pursuant to the Shareholders’ approval at the Court convened meeting of the company held on 16th
January,2009 and the sanction of the Hon. High Court of Gujarat to the Scheme of Amalgamation vide its
order dated 8th May,2009, the assets and liabilities of the erstwhile RWL and PCCPL whose principal
business was manufacture of Alloy Steel Castings, were transferred to and vested in the Company with effect
from the appointed date, viz. 1st April, 2008 in accordance with the Scheme so sanctioned. The Scheme has
become effective from 20th May, 2009, accordingly, was given effect to in the Accounts.
The amalgamation has been accounted for under the “Pooling of interests method” as prescribed by
Accounting Standard 14 (AS-14) issued by the Institute of Chartered Accountants of India. Accordingly, the
assets, liabilities and other reserves of the erstwhile RWL and PCCPL as at 1st April 2008 have been taken
over at their book values. As a result, reserves of the erstwhile RWL and PCCPL aggregating to Rs.2120.25
Lacs have been added to the reserves of the Company. Further, 336430 Equity Shares of the face value of Rs.2
each fully paid would be issued to the other Shareholders of the erstwhile RWL in exchange of 67286 Equity
Shares of Rs.100 each held by them in the erstwhile RWL in the ratio 5:1. In case of PCCPL, no Equity Shares
of the Company would be issued, as all the Equity Shares issued by erstwhile PCCPL were held by the
Company.
The difference of Rs.353.71Lacs between the value of net assets taken over, the face value of the shares to be
issued and the investment of the company in the shares of RWL and PCCPL has been adjusted to the General
Reserve of the company.
87
Pursuant to the Scheme, 157000 Equity Shares of Rs.100 each held by the Company in the erstwhile RWL
and 114442 Equity Shares of Rs.100 each held by the Company in the erstwhile PCCPL have been cancelled.
As one of the Transferor Companies viz. RWL was following the Diminishing Balance Method of Depreciation,
to ensure uniformity of Accounting Policies, adjustment of Rs.309.14 lacs being the difference of depreciation
between Diminishing Balance Method and Straight-Line Method is made in the book value of fixed assets of
RWL by crediting the same to Profit & Loss Account.
3. Disclosure required by Clause 32 of the Listing Agreement.
Amount of loans and advances in nature of loans outstanding from subsidiaries for the year ended 31st
March, 2009.
Subsidiary Company Outstanding as Maximum amount Investment in shares
at 31-03-2009 outstanding during the year of the Company
(Rs. in Lacs) (Rs. in Lacs) (No. of Shares)
Welcast Steels Limited Nil 190.00 456881
4. Based on the guiding principles given in Accounting Standard on “Segment Reporting” (AS-17) issued by
the Institute of Chartered Accountants of India, the Group operates mainly in manufacturing of High Chrome
Mill Internals (Castings) and all other activities are incidental thereto, which have similar risk and return,
accordingly, there are no separate reportable Segment as far as Primary Segment is concerned.
Information about Secondary Geographical Segments:

(Rs.in lacs)
Particulars Year ended 31st March 2009
Revenue by Geographical Segment
India 46229.44
Addition to Fixed Assets and Intangible Assets
India 6642.61
Outside India 24.98
Carrying amount of Fixed Assets
India 22924.37
Notes:
1) Geographical Segments considered for disclosures are as follows :
• Sales within India includes Sales to Customers located within India.
• Sales Outside India includes Sales to Customers located outside India.
2) Revenue comprises
(Rs. in Lacs)
Sales 102329.10
Other income 2184.34
5. In case of Vega Industries (Middle East) F.Z.E., U.A.E., the revenue and expenses transactions at the year end
reflected in Profit & Loss Account have been translated into Indian Rupees at an average of monthly exchange
rate. The assets and liabilities in the Balance Sheet have been translated into Indian Rupees at the closing
exchange rate at the year end. The resultant translation exchange, gain/ loss have been disclosed as “Foreign
Currency Translation Reserve”.
88
6. Related party disclosures under Accounting Standard 18:

(a) Relatives of Key Management Personnel : (b) Key Management Personnel :
1. Hotel Gulmarg 1. Mr. Bhadresh K.Shah
2. L.D.M. X-ray Clinic 2. Dr. S. Srikumar
3. K.M.Shah Nursing home 3. Mr. Vinod Narain
4. Mrs. Giraben K. Shah 4. Mr. D.P.Dhanuka
5. Mrs. Gita B. Shah 5. Mr. Pradip R. Shah
6. Rajsi Foods Pvt.Ltd. 6. Mr. Paryank R.Shah
7. Powertech Engineering Pvt.Ltd. 7. Mr. Jules Spede
8. Mr.David Hurlock
9. Mr. R.A. Gilani
Disclosures of Transactions between the Company and Related Parties and the status of outstanding
balances as on 31st March 2009:
Sr. Nature of Relationship Relatives of Key Key
No. Management Management
Personnel Personnel
Rs.in Lacs Rs.in Lacs
1. Rent, Rates &Taxes paid 5.84 –
2. Hotel Charges paid 1.39 –
3. Commission paid 69.89 –
4. Salary, Bonus and Perquisites 1.66 –
5. Professional Charges 45.48 1.80
6. Directors’ Remuneration and perquisites
(Includes Rs. 19.85 Lacs paid to the Directors of erstwhile
Reclamation Welding Ltd.) – 287.66
7. Repairs & Maintenance of Equipments 8.08 –
Balance outstanding at the year end (Payable) 1.99 –
Disclosures in respect of transactions which are more than 10% of the total transactions of the same type
with related parties during the year:
(Rs. in Lacs)
No.
1. Commission paid Rajsi Foods Pvt. Ltd. 11.89
Powertec Engineering Pvt. Ltd. 58.00
2. Profesional Fees paid Powertec Engineering Pvt. Ltd. 45.48
Mr. Pradip R. Shah 1.80
3. Salary, Bonus, Perquisites Mrs. Gita B. Shah 1.66
4. Rent Rates and Taxes Mrs. Gita B. Shah 3.00
Mrs. Giraben K. Shah 1.44
5. Hotel Charges paid Hotel Gulmarg 1.39
6. Repairs & Maintenance of Equipments Powertec Engineering Pvt. Ltd. 8.08
89
(Rs. in Lacs)
No.
7. Director’s Remuneration and Perquisites Mr. Bhadresh K. Shah 116.69
Mr. Omprakash Fatehlal Shah 9.00
Mr. Paryank R. Shah 78.84
Mr. R. A. Gilani 28.57
Mr. David Hurlock 40.17
7. Earnings per Share (EPS) – The numerators and denominators used to calculate Basic and Diluted Earnings
per Share:
2008-2009 2007-2008
Profit attributable to the Equity Shareholders (Rs.Lacs) A 17360.45 13326.75
Basic / Weighted average number of Equity Shares
outstanding during the period B 94320370 93983940
Nominal value of Equity Shares (Rs.) 2 2
Basic/Diluted Earnings per Share (Rs.) A/B 18.41 14.18
Restated
Pursuant to a resolution passed by the Shareholders of the Company at the AGM held on 16th September
2008, each equity share of face value of Rs.10 was sub-divided into 5 equity shares of face value of Rs.2 each.
8. Contingent Liabilities not provided for in Accounts:

(Rs. in Lacs)
PARTICULARS 2008-2009 2007-2008
A Bank Guarantees Outstanding 3740.99 3646.52
B Guarantees Outstanding to Customers 4564.74 3770.75
C Guarantee given by the Holding Company on behalf
of Subsidiaries 821.52 740.15
D Letters of Credit 265.67 Nil
E Claims against the Company / Disputed Liabilities not
acknowledged as Debts
(i) Excise & Service Tax 901.74 525.66
(ii) Income tax 184.98 17.42
(iii) Sales Tax 110.24 110.24
(iv) Custom duty 556.37 556.37
(v) E.S.I.C. 1.16 Nil
(vi) Labour Court Nil 0.45
90
9. Operating Lease Agreement :

On 15th April, 2007 Vega Industries Ltd. (U.S.A.) took office space under a Lease Agreement which is classified
as an operating lease for financial statement purpose.
As on 31st March , 2009 the future minimum rental payments under non-cancelable operating lease consist
of the following:
Year Ending 31st March Rs. In Lacs
2010 5.98
2011 6.15
st st
Total rent expenses as on 31 March, 2009 and on 31 March, 2008 was Rs. 11.29 lacs and Rs. 12.37 lacs
respectively.
10. Derivative Instruments:
a) The Company has entered into forward contracts to offset foreign currency risks arising from the amounts
denominated in currencies other than the Indian Rupee. The counter parties to such forward contracts
are banks. These contracts are entered into, to hedge the foreign currency risks. Details of forward
contracts outstanding as at the year end are:
Currency Exposure to No. of As at the year end
Buy/Sell contracts Rs. in Lacs Foreign currency
Us Dollar Sell 5 67655.64 133000000

(Previous year) (7) (42341.16) (105800000)
Euro Sell 4 17218.82 25500000

(Previous year) (5) (32494.69) (51375000)
Consequent to the announcement issued by the Institute of Chartered Accountants of India on Accounting
of Derivatives, the Company has recognised marked to market outstanding derivative contracts. The
notional marked-to-market loss on these unexpired contracts as on 31-3-2009 amounting to Rs.13664.94
Lacs has not been considered in the financial statements. The actual gain / loss could vary and be
determined only on settlement of the contract on their respective due dates.
b) Foreign currency exposure at the year end not hedged by derivative instruments:
As at As at
st st
31 March 2009 31 March 2008
Payables against import of goods and services
US Dollar 1376898 563432
Euro 9065 –
Advance payment to Suppliers
US Dollar 90277 984338
Pound Sterling Nil 2032
Euro 12200 24105
91
11. Previous year’s figures have been reworked, reclassified, regrouped and rearranged wherever necessary.
Signature to Schedule 1 to 19
92
STATEMENT PURSUANT TO EXEMPTION RECEIVED UNDER SECTION 212(8) OF THE
COMPANIES ACT, 1956 RELATING TO THE SUBSIDIARY COMPANIES
(Rs. in Lacs)
Sr. Name of Country Reporting Capital Reserves Total Total Investment Turnover Profit Provision Profit Proposed
No. Subsidiary Currency Assets Liabilities other than before for after Dividend
Company Investment Taxation Taxation Taxation
in
Subsidiary
1. Welcast Steels India INR 63.84 1941.50 5399.91 3394.57 0.04 18962.76 378.59 150.37 228.22 12.76
Limited
2. Vega Industries U.A.E. US Dollar 149.39 9712.05 15521.87 5644.49 Nil 50305.82 3505.70 Nil 3505.70 Nil
(Middle East)
F.Z.E.

3 Vega Industries U.K. Pound 6.88 1087.13 6161.92 5067.53 Nil 21824.73 387.99 109.55 278.45 Nil
Limited, U.K.
4. Vega Industries U.S.A. US Dollar 24.01 281.64 3088.67 882.42 Nil 5994.57 7.29 6.06 1.23 Nil
Limited, U.S.A.
Note: Indian Subsidiaries viz. Reclamation Welding Limited and Paramount Centrispun Castings Private Limited were merged with the
Company effective from 01.04.2008 pursuant to the Scheme of Amalgamation sanctioned by the Hon'ble High Court of Gujarat vide its order
dated 08.05.2009.
Place : Ahmedabad RAJENDRA S. SHAH BHADRESH K. SHAH BHUPENDRA A. SHAH S. N. JETHELIYA

Date :25th June, 2009 Chairman Managing Director Director Company Secretary
93
NOTICE
Notice is hereby given that the NINETEENTH ANNUAL GENERAL MEETING of the members of
AIA ENGINEERING LIMITED will be held on Wednesday, the 23rd September 2009 at 10.00 A.M. at
H.T. Parekh Convention Centre, Ahmedabad Management Association, ATIRA Campus, Dr. Vikram
Sarabhai Marg, Ahmedabad–380 015, to transact the following business:
ORDINARY BUSINESS:
1. To receive, consider and adopt the Audited Balance Sheet as at 31st March 2009 and the Profit and
Loss Account of the Company for the year ended on that date and the Reports of the Board of
Directors’ and Auditors’ thereon.
2. To declare Final Dividend on Equity Shares and to confirm the Interim Dividend for the Financial
Year ended 31st March 2009.
3. To appoint a Director in place of Mr. Vinod Narain, who retires by rotation and being eligible, offers
himself for re-appointment.
4. To appoint a Director in place of Dr. S. R. Ganesh, who retires by rotation and being eligible, offers
himself for re-appointment.
5. To appoint Statutory Auditors and fix their remuneration.
SPECIAL BUSINESS:
6. To Consider and if thought fit, to pass, with or without modification (s), the following resolution as
an Ordinary Resolution:
“RESOLVED THAT Dr. S. Srikumar who was appointed as an Additional Director of the Company
pursuant to the provisions of Section 260 of the Companies Act, 1956 and in respect of whom, the
Company has received a Notice in writing under Section 257 of the Companies Act, 1956 from a
member signifying his intention to propose him as Director of the Company, be and is hereby
appointed as a Director of the Company liable to retire by rotation.”
By the Order of the Board of Directors

Sd/-
Place : Ahmedabad (S. N. Jetheliya)
Date : 25th June 2009 Company Secretary
Registered Office:
115, G.V.M.M. Estate,
Odhav Road, Odhav,
Ahmedabad – 382 410
NOTES:
1. The Explanatory Statement pursuant to Section 173 (2) of the Companies Act, 1956 in respect of the
business under Item No. 6 above is annexed hereto.
2. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO
APPOINT ONE OR MORE PROXIES TO ATTEND AND VOTE ON A POLL ONLY INSTEAD OF
HIMSELF AND A PROXY NEED NOT BE A MEMBER.
3. The instrument of proxy in order to be effective must be received at the Registered Office of the
Company not less than 48 hours before the commencement of the meeting.
94
4. The Register of Members and Share Transfer Book of the Company will remain closed from 14th
September 2009 to 23rd September 2009 (both days inclusive).
5. Members are requested to bring the Attendance Slip duly filled in and hand over the same at the
entrance of the Meeting Hall.
6. Payment of Dividend:
(a) The Bank account particulars of the members holding shares in physical form will be printed
on the dividend warrants. Hence the members are advised to intimate changes, if any in their
registered address along with Pin Code and submit particulars of their bank account, viz name
and address of the branch of the bank, 9 digit MICR code of the branch, type of account and
account number latest by 12 th September 2009 directly to the Company’s Registrar & Share
Transfer Agent (RTA), Link Intime India Pvt. Ltd. (Formerly - Intime Spectrum Registry Limited),
C/13, Pannalal Silk Mills Compound, Kantilal Maganlal Ind. Estate, L.B.S. Marg, Bhandup
(West), MUMBAI – 400 078 or at its Branch Office at 211, Sudarshan Complex, Nr. Mithakhali
Under Bridge, Navrangpura, Ahmedabad – 380009.
(b) Members holding shares in demat form are advised to inform the changes, if any, in particulars
of their bank account to their respective Depository Participants.
7. Those members who have so far not en-cashed their dividend warrants for the under mentioned
Financial Years, may claim or approach the Company for the payment thereof as the same will be
transferred to the Investors’ Education and Protection Fund (IEPF) of the Central Government,
pursuant to Section 205 C of the Companies Act, 1956 on the respective dates mentioned against
Financial year. Kindly note that after such dates, the members will loose their rights to claim such
dividends.
Sr. No. Financial Year Due date of Transfer to IEPF
1. 2005-06 04.10.2013
2. 2006-07 07.09.2014
3. 2007-08 23.09.2015
4. 2008-09 – Interim Dividend 19.11.2015
8. Re-appointment of Directors:
Mr. Vinod Narain and Dr. S. R. Ganesh, Directors retire by rotation, and being eligible, offered
themselves for re-appointment.
Dr. S. Srikumar, who was appointed as an Additional Director, vacates the office of the Director at
the ensuing Annual General Meeting pursuant to the provisions of Section 260 and is proposed to
be re-appointed as Director of the Company.
Pursuant to the requirements under the Listing Agreement with the Stock Exchanges relating to
Corporate Governance, a statement containing brief resumes of the above Directors together with the
details of shares held by them, if any, is attached hereto.
REQUEST TO THE MEMBERS
1. Members desiring any relevant information on the accounts at the Annual General Meeting are
requested to write to the Company at least seven days in advance at its Registered Office, so as to
enable the Company to keep the information ready.
2. Members are requested to bring their copy of the Annual Report to the Meeting.
95
EXPLANATORY STATEMENT PURSUANT TO SECTION 173 (2) OF THE COMPANIES ACT, 1956:
ITEM NO. 6:
Dr. S. Srikumar was appointed as an Additional Director by the Board of Directors in their meeting held
on 20 th January 2009, vacates the office of the Director at the ensuing Annual General Meeting of the
Company pursuant to the provisions of Section 260 of the Companies Act, 1956. The Company has
received a Notice in writing from a member under Section 257 of the Companies Act, 1956 signifying his
intention to propose the name of Dr. S. Srikumar as Director of the Company.
Dr. S. Srikumar is a M. Tech (Industrial Engg.). He has completed his Ph.D in 1988 and holding PGDM
from AIMA. He possesses vast knowledge and experience of Industry, Project Management, Technical
Evaluation, Engineering Coordination and Administration etc. He is also on the Board of various other
Private Limited Companies. His appointment, if made, will be of immense benefit to the Company.
The Directors consider that his association at the Board level would be of large value to the Company
and hence recommend his appointment in terms of Resolution set out in Item No. 6 of the Notice.
None of the Directors except Dr. S. Srikumar is in any way concerned or interested in the said resolution.
By the Order of the Board of Directors

Sd/-
Place : Ahmedabad (S. N. Jetheliya)
th
Date : 25 June 2009 Company Secretary
Registered Office:
115, GVMM Estate,
Odhav Road, Odhav,
Ahmedabad – 382 410
96
ANNEXURE TO THE NOTICE
Disclosure pursuant to Clause 49 of Listing Agreement with regard to the Directors seeking re-appointment
at the ensuing Annual General Meeting (Refer Item No. 3, 4 & 6 of the Notice)
Name Mr. Vinod Narain Dr. S. R. Ganesh Dr. S. Srikumar
Date of Birth 10.03.1930 - 79 years 15.06.1946 – 63 years 25.11.1959 – 50 years
Appointed on 14th April 2005 14th April 2005 20th January 2009
Qualifications National Certificate Course B. Tech (IIT), S.M. M. Tech (Industrial Engg.).
of Mechanical Engineers (Management) Sloan School He has completed his Ph.D in
from Birmingham, England of Management, MIT, USA, 1988 and holding PGDM
& Diploma in Automobile PhD (Business Studies) from AIMA.
Engg. of UEI (England) London Business School, UK
Expertise in He is an Industrialist based He is a Management He possesses vast knowledge

specific functional in Bangalore and the founder Consultant. He was a former and experience of Industry,
areas of Welcast Steels Ltd. He Senate Member of IIT Project Management,
possesses National Bombay; Professor of IIM Technical Evaluation,
Certificate Course of Ahmedabad; visiting Engineering Coordination
Mechanical Engineers from Professor at various and Administration.
Birmingham, England and is Management Institutes like
also Fellow of the Institution Andersen Graduate School of
of Valuers and possesses rich Management UCLA, USA,
and varied experience in University of Virginia and
Corporate management. S.P. Jain Institute of
Management Research,
Bombay. Presently he is a
visiting Senior Professor at
Narsee Monjee Institute of
Management, Mumbai. He
was also Consulting Advisor
of Tata Consultancy Services,
Mumbai and an Advisor for
Corporate Development at
Essar Group, Mumbai.
Directorships Welcast Steels Limited Aries Agro Limited NIL

held in other
Public Companies
Membership/ NIL Remuneration Committee NIL

Chairmanships of (Aries Agro Limited)
Committees
across other
Public Companies
No. of Equity
Shares held in the NIL NIL NIL
Company.
97
Regd. Office : 115, G.V.M.M. Estate, Odhav Road, Odhav, Ahmedabad – 382 410
ATTENDANCE SLIP
Nineteenth Annual General Meeting of the Company to be held on Wednesday, the 23rd September 2009 at
10.00 A.M. at H.T. Parekh Convention Centre, Ahmedabad Management Association, ATIRA Campus, Dr. Vikram
Sarabhai Marg, Ahmedabad–380 015.
Folio No.: …………………...................…… DPID No……….....................…………… Client ID No……….........…………
Name of Shareholder (s) …………………..................................…………………………………………………………
I /We certify that I am / We are Member (s) / Proxy of the Member (s) of the Company holding ................................ Shares.
.............................................................
Signature of Member (s) / Proxy
• A member or his duly appointed Proxy wishing to attend the meeting must complete this Attendance Slip and
hand it over at the entrance.
• Name of the Proxy in Block Letters. …….........................…………….……………………………….………

(in case a Proxy attends the meeting)
......................................................................................................................................
Regd. Office : 115, G.V.M.M. Estate, Odhav Road, Odhav, Ahmedabad – 382 410
PROXY FORM
I /We ……………………………………………….. of …………………………… being a Member /Members of AIA
Engineering Limited hereby appoint Mr.…………………..................................................................……….. of
………………………… or failing him Mr.……………………………...........................…….....................……… of
…………………………….. as my/our proxy to attend and vote for my / our behalf at the Nineteenth Annual General
Meeting of the Company to be held on Wednesday, the 23rd September 2009 at 10.00 A.M. at H.T. Parekh Convention
Centre, Ahmedabad Management Association, ATIRA Campus, Dr. Vikram Sarabhai Marg, Ahmedabad–380 015
and at any adjournment thereof.
In witness where of
AFFIX
I /We have signed on this ………....…day of ……….………………2009. Re. 1
REVENUE
Folio No.:…………………………… DPID No. ……………………………….
STAMP
Client ID No. :………………………. No. of Shares ………………………….
A Member intending to appoint a Proxy should complete the Proxy Form and deposit it at the Company’s Registered
Office, at least 48 hours before the commencement of the meeting.

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AIA ENGINEERING LTD.

19TH ANNUAL REPORT

M/s.Talati & Talati

BANKERS Report on Corporate Governance 18

State Bank of India Management Discussion and Analysis 32

NOTE FROM THE MANAGING DIRECTORS’ DESK

TOTAL TAX (a+b+c) 7501.90 4602.25

Balance Sheet (Consolidated)

Particulars Year ended Year ended

GRAPHS (Rs. in Lacs)

Profit After Taxes

For and on behalf of the Board,

Place: Ahmedabad (Rajendra S. Shah)

ANNEXURE- “A” TO THE DIRECTORS’ REPORT

For and on behalf of the Board,

Place: Ahmedabad (Rajendra S. Shah)

ANNEXURE - “B” TO THE DIRECTORS’ REPORT

II. CONSUMPTION PER UNIT OF PRODUCTION:

Castings Unit (Tonnes) 72436 43536

(Excluding production on job work : Nil

[Previous Year 112288 Tonnes]

Electricity per Ton of Castings (Units) 1375 1459

For and on behalf of the Board,

Place : Ahmedabad (Rajendra S. Shah)

ANNEXURE – ‘C’ FORMING PART OF THE DIRECTORS’ REPORT

Sr. No. Particulars

1 Welcast Steels Limited

For and on behalf of the Board,

Place : Ahmedabad (Rajendra S. Shah)

REPORT ON CORPORATE GOVERNANCE

COMPANY’S PHILOSOPHY ON CORPORATE GOVERNANCE

Name of the Directors Category Board Meetings Attendance at

II. COMMITTEES OF THE BOARD:

Details of remuneration to all the Directors:

Name of the Director and Salary Perquisites Total

Mr. Bhadresh K. Shah,

(ii) Disclosure of material Financial and Commercial Transactions:

(VII) General Body Meetings: (Last three years disclosures)

(iii) COURT CONVENED MEETING OF MEMBERS:

Financial Year 31st March 2009

Book Closure Date 14.09.2009 to 23.09.2009

Compliance Officer Mr. S. N. Jetheliya, Company Secretary

Email for Redressal of Investors’ ric@aiaengineering.com

Financial Calendar (subject to change) for the Financial Year 2009-10

First Quarter Results On or before 31st July 2009

Third Quarter Results On or before 31st January 2010

(a) Listing on Stock Exchanges:

Bombay Stock Exchange Limited

April 08 17287.31 1675.00 1447.00 1639.00 1430.70

June 08 13461.60 1600.00 1240.00 1595.00 1211.35

July 08 14355.75 1349.00 1180.90 1395.45 1158.05

Aug. 08 14564.53 1575.00 1201.00 1724.00 1240.00

Upto* 12th Oct. 08 9788.06 1334.90 920.00 1345.00 927.00

From** 13th Oct. 08 9788.06 223.00 148.00 224.00 142.60

Nov.08 9092.72 183.85 119.00 180.00 108.10

Jan.09 9424.24 149.00 104.50 149.85 104.20

Feb.09 8891.61 124.40 107.25 125.00 101.45

Mar.09 9708.50 135.75 102.05 136.30 101.50

(e) Distribution of Shareholding:

(f) Dematerialization of Shares & Liquidity:

Practicing Company Secretaries Certificate on Corporate Governance

For Tushar Vora & Associates

Place : Ahmedabad TUSHAR M.VORA