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net

A *° 4..^
Annual -i10
d

A AAAJOR STRENGTH

HAVi/KINS DEALERS

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FINANCIAL PERFORMANCE: LAST FIVE YEARS

SALES (INCLUDING EXCISE DUTY) PROpiTLAFTER TAX

Rs. CRORES Rs. GR&'RES >
295.41 36.84

254.66

217.52
184
19.12
145.16

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

"RETURN ON NET WORTH . DIVIDEND

RUPEES PER SHARE

112.3% 40.00

20.00
49.7%

31.0%
10.00
7.00
5.00

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

1 CRORE = 10 MILLION

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Hawkins Cookers Limited
Registered Office; Maker Tower F 101, Cuffe Parade, Mumbai 400 005
NOTICE;
NOTICE is hereby given that the 50th Annual General
Meeting of the shareholders of the Company will be held
on Thursday, the 29th day of July, 2010, at Jai Hind College
Hall, 'A' Road, Churchgate, Mumbai 400020 at 4,00 p.m. to
transact the following business:
Ordinary Business
1. To receive and adopt the audited Profit and Loss
Account for the year ended March 31, 2010, and the
Balance Sheet as at March 31, 2010, and Directors' and
Auditors' Reports thereon.
2. To declare a dividend.
3. To appoint a Director in place of Mr. M. A. Teckchandani
who retires by rotation and, being eligible, offers himself for
reappointment.
4. To appoint a Director in place of Mr. Shishir K, Diwanji
who retires by rotation and, being eligible, offers himself for
reappointment.
5. To appoint Auditors to hold office from the conclusion
of this Annual General Meeting until the conclusion of the
next Annual General Meeting and to 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 Mr. Brahm Vasudeva, in respect of
whom the Company has received notices in writing u/s
257 of the Companies Act, 1956, from some members
proposing his candidature for the office of Director, be
and is hereby reappointed a Director of the Company with
effect from April 26, 2011, for a period of five years and he
shall not be liable to retire by rotation during this tenure."
7. To consider and, if thought fit, to pass, with or without
modification(s), the following resolution as a SPECIAL
RESOLUTION:
"RESOLVED that pursuant to Sections 297, 309 and
314(1) and other applicable provisions, if any, of the
Companies Act, 1956, and subject to the approval of the
Central Government and with such modifications that may
be prescribed in the said approval, the shareholders of the
Company hereby accord their approval to the Agreement with
Mr. Brahm Vasudeva, a Director, for availing advisory services
from him for a period of five years with effect from April 26,
2011, on the terms and conditions set out in the Agreement
dated June 4, 2010."
SEE
SPECIAL INVITATION
ON PAGE 8
8. To consider and, if thought fit, to pass, with or without
modification(s), the following resolution as an ORDINARY
RESOLUTION:
"RESOLVED that pursuant to the provisions of Sections
198, 269, 309, Schedule XIII and other applicable provisions,
if any, of the Companies Act, 1956, the Company hereby
approves the reappointment of and remuneration payable
to Mr. Subhadip Dutta Choudhury, as Vice-Chairman of
the Board of Directors and Managing Director designated
as Chief Executive Officer for a period of three years with
effect from August 1, 2010, on the terms and conditions as
stated in the Agreement dated June 4, 2010, between the
Company and Mr. Subhadip Dutta Choudhury."
9. To consider and, if thought fit, to pass, with or without
rnodification(s), the following resolution as an ORDINARY
RESOLUTION:
"RESOLVED that pursuant to the provisions of Sections
198, 269, 309, Schedule XIII and other applicable provisions,
if any, of the Companies Act, 1956, the Company hereby
approves the reappointment of and remuneration payable
to Mr. M. A. Teckchandani as Wholetime Director designated
as Executive Director-Finance & Administration for a period
of three years with effect from November 12, 2010, on
the terms and conditions as stated in the Agreement
dated June 4, 2010, between the Company and
Mr. M. A. Teckchandani."
10. To consider and, if thought fit, to pass, with or without
modification(s), the following resolution as an ORDINARY
RESOLUTION:
"RESOLVED that pursuant to the provisions of Sections
198, 269, 309, Schedule XIII and other applicable provisions,
if any, of the Companies Act, 1956, the Company hereby
approves the appointment of and remuneration payable to
Mr. K. K. Kaul as Wholetime Director designated as Executive
Director-Operations for a period of three years with effect from
June 1, 2010, on the terms and conditions as stated in the
Agreement dated June 1, 2010 between the Company and
Mr. K. K. Kaul."
n. To consider and, if thought fit, to pass, with or without
modification(s), the following resolution as a SPECIAL
RESOLUTION:
"RESOLVED that pursuant to the provisions of Section
314(1B) and other applicable provisions, if any, of the
Companies Act, 1956, and subject to the approval of the
Central Government, the consent of the Company is hereby
1
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accorded to Mr. Neil Vasudeva, son of Mr. Brahm Vasudeva,
Chairman of the Board of Directors of the Company, to hold
and continue to hold an office of profit in the Company as
Senior Vice President - Marketing Projects with effect from
August 1, 2010, for a period of 5 years, and for payment of
revised remuneration on the following terms and conditions
with effect from that date:
A) Basic Salary of Rs. 64,000 per month in the
grade of Rs. 48,000-4,000-1,12,000.
B) Variable Dearness Allowance linked to the
Bombay Consumer Price Index and other allowances
such as fixed dearness allowance; education
allowance; profit incentive; Company's car with
reimbursement of wages of driver or conveyance
allowance in lieu of the same; leave travel allowance;
leave encashments and also other allowances,
incentives, benefits, perquisites and amenities as
applicable to executives in the same grade and as
may be revised from time to time.
C) Provident fund, Superannuation Fund, Gratuity
Fund, Group Life Insurance and Group Personal
Accident Insurance in accordance with the rules of
the Company applicable to his grade and as may
be revised from time to time.
D) Perquisites such as housing, or house rent
allowance in lieu of housing, furniture, fixtures,
furnishings, appliances etc. at residence, medical
benefits, residential telephone and internet connection,
company loans, etc. as applicable to his grade and
as may be revised from time to time.
E) Fixed bonus and variable incentive payments
linked to profits as applicable to management staff
of the Company."
"RESOLVED FURTHER that the Company hereby
expressly approves of:
1) The increments in the basic salary in the scale of
Rs. 48,000-4,000-1,12,000 which are to be determined
annually on the basis of the annual performance
appraisal as is applicable to all management staff.
2) The grant of increase in variable dearness
allowance linked to the Bombay Consumer Price
Index, which has reached Rs. 6,905 for May, 2010,
and further changes thereto as may arise due to the
change of the Bombay Consumer Price Index,
3) A fixed bonus which is at present Rs, 10,000 per
annum.
4) A Profit Incentive linked to profits applicable to
his grade as per the rules of the Company and as
may be revised from time to time.
5) A Profit Performance Incentive based upon
his performance as assessed by the Company and
according to the rules of the Company applicable to
his grade and subject to a maximum of 0.60% of the
Company's net profits calculated as per Sections 199,
349 and 350 of the Companies Act, 1956.
6) The grant of increases in the salary, various
allowances, incentives, perquisites and benefits in
accordance with the rules and regulations governing
such salary, allowances, incentives, perquisites
and benefits in the Company as applicable to
management staff in the same grade and as may
be revised from time to time,
"RESOLVED FURTHER that the overall remuneration
expressly sanctioned by this Special Resolution shall be
within the ceiling of Rs. 68 lakhs in any financial year."
"RESOLVED FURTHER that the designation and
responsibilities of Mr, Neil Vasudeva may be altered at any
time by the Board of Directors without the matter requiring a
fresh resolution by the Company so long as the terms and
conditions of the remuneration applicable to him remain
the same as are contained in this resolution."
"RESOLVED FURTHER that the Board of Directors be and
is hereby authorised severally to do all such acts, deeds and
things as it may consider necessary, expedient or desirable
in order to give effect to this resolution."
12. To consider and, if thought fit, to pass, with or without
modification(s), the following resolution as a SPECIAL
RESOLUTION:
"RESOLVED that pursuant to the provisions of Section
309 and other applicable provisions, if any, of the
Companies Act, 1956, and Article 130A of the Articles of
Association of the Company, the Company be and is
hereby authorised to pay commission not exceeding one
percent of the net profits of the Company as computed
in the manner prescribed in Sections 198, 349 and 350
and other applicable provisions, if any, of the Companies
Act, 1956 to Non-Wholetime Directors of the Company or
some or any of them in such amounts or proportions and
in such manner and in all respects as may be decided by
the Board of Directors (the "Board") whether such amounts
or proportions be the same or different for all or any of such
Directors."
"RESOLVED FURTHER that the aforesaid commission
shall be exclusive of the fees payable to such Directors for
professional services rendered and for each meeting of the
Board or of a Committee or Sub-Committee of the Board
attended by such Directors."
"RESOLVED FURTHER that this Resolution shall be
effective for a period of five years commencing from April
1, 2010."
"RESOLVED FURTHER that the Board of Directors be
and is hereby authorised to take such steps as may be
necessary, to give effect to this resolution."
13. To consider and, if thought fit, to pass, with or without
modification(s), the following resolution as a SPECIAL
RESOLUTION:
"RESOLVED that in supersession of the previous
resolution passed at the 34th Annual General Meeting of
the Company held on August 26, 1994, and pursuant to
applicable provisions, if any, of the Companies Act, 1956,
and the applicable provisions of the Articles of Association
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of the Company, the consent of the Company be and is
hereby accorded to the Board of Directors of the Company
to borrow moneys from time to time for carrying on business
of the Company where the moneys to be borrowed together
with the moneys already borrowed by the Company (apart
from temporary loans obtained from the Company's
bankers in the ordinary.course of business) shall not exceed
the aggregate of the paid-up capital of the Company and
its free reserves at that time,"
By Order of the Board
Mumbai Brahm Vasudeva
June 24, 2010 Chairman
NOTES
1. A member entitled to attend and vote at the Meeting
is entitled to appoint a proxy to attend and vote instead
of himself and such proxy need not be a member of the
Company. Proxies, in order to be valid, must be lodged at
the Registered Office of the Company not less than forty-
eight hours before the commencement of the meeting.
2. Members/Joint shareholder(s)/Proxies are requested
to:
(a) bring the attendance slips duly completed to
the meeting and sign the same at the meeting in
order to obtain entry.
(b) bring their copy of the Annual Report with them
to the Annual General Meeting.
(c) notify immediately the change of address/
change in bank details if any, to the Company's
Registrar and Share Transfer Agent, Link Intime India
Pvt. Ltd., C-13, Pannalal Silk Mills Compound, L. B.
Shastri Marg, Bhandup (West), Mumbai 400078,
quoting their folio number. Members holding shares in
the dematerialised form are advised to inform change
of address/bank details to their respective Depository
Participants.
(d) submit their Electronic Clearing Service (ECS)
mandates to the Company's Registrar and Share
Transfer Agent, Link Intime India Pvt. Ltd., at the
aforesaid address.
3. The Register of Members and Transfer Books will
remain closed from July 22, 2010, to July 29, 2010, both
days inclusive.
4. Dividend, if approved at the meeting, will be made
payable to those Members whose names appear on the
Company's Register of Members on July 29, 2010 in respect
of shares held in physical form. In respect of shares held
in dematerialised form, the dividend will be payable on
the basis of beneficial ownership as on July 21, 2010, as
per details furnished by the National Securities Depository
Limited (NSDL) and the Central Depository Services (India)
Limited (CDSL) for this purpose.
5. Dividend for the financial year ended March 31, 2004,
and thereafter which remain unclaimed for a period of seven
years will be transferred to the "INVESTOR EDUCATION AND
PROTECTION FUND" of the Central Government. Members
who have not encashed their dividend warrant(s) for the
financial year ended March 31, 2004, or thereafter are
requested to contact the Company's Share Transfer Agent,
Link Intime India Pvt. Ltd.
6. Information required under Clause 49 IV G of the
Listing Agreement with the Bombay Stock Exchange (relating
1p Corporate Governance) with respect to the Directors
seeking appointment/reappointment at the 50th Annual
General Meeting is as follows:
Reappointment of Mr. Shishir K. Diwanji
Mr. Shishir K. Diwanji, 70 years of age, is an Advocate,
Solicitor, Notary and a Senior Partner of Messrs. Desai &
Diwanji, a firm of Advocates and Solicitors. He is a Director
on the Board of: ABC Bearings Ltd., Borax Morarji Ltd., HDFC
Trustee Company Ltd., Protos Engineering Co. Pvt. Ltd.,
Citadel Realty and Developers Ltd., Poddar Developers Ltd.
(formerly known as Wearology Ltd,) and Windmere Hospitality
(India) Pvt. Ltd. He is a Member of the Audit Committee of
ABC Bearings Limited, Borax Morarji Limited, HDFC Trustee
Company Limited and Citadel Realty & Developers Ltd. He
holds 2,475 shares of Hawkins Cookers Limited.
Reappointment of Mr. Brahm Vasudeva
Mr, Brahm Vasudeva, 74 years of age, has been
working in your Company since 1968 as Vice-Chairman
and Managing Director and, from 1984, as Chairman and
Managing Director, Mr, Vasudeva retired as Wholetime
Chairman and Chief Executive Officer on April 25, 2006,
and with effect from April 26, 2006, he became a Non-
Executive Director and Chairman of the Board of Directors
of the Company and was also appointed as Advisor to the
Company for a period of five years from that date. Over
this period, the Company has grown many-fold under his
leadership. Mr.Vasudeva is an Honours Graduate in History
from Delhi University. Prior to joining Hawkins, Mr. Vasudeva
worked for 10 years in Hindustan Lever Ltd. in Sales, Marketing
and General Management. Mr. Vasudeva is at present on
the Board of a not-for-profit Company (under Section 25 of
the Companies Act, 1956) namely, The Indian Society of
Advertisers, He holds 1,832,332 shares of Hawkins Cookers
Limited.
Reappointment of Mr. Subhadip Dutta Choudhury
Mr. Subhadip Dutta Choudhury, 42 years of age,
joined the Company in 1992 as a Management Trainee
and worked for 8 years as a Sales Manager in various
regions with increasing levels of responsibility. He moved to
Marketing as Vice President in 2000. He was elected by the
Members as a Wholetime Director designated as Executive
Director-Marketing in 2004 and as Vice Chairman of the
Board of Directors and Managing Director designated as
Chief Executive Officer in 2006. Mr. Dutta Choudhury holds
a B. Tech Degree in Electrical Engineering from Indian
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Institute of Technology, Kharagpur, and a Post Graduate
Diploma in Business Administration from Indian Institute of
Management, Calcutta.
Reappointment of Mr. M. A. Teckchandani
Mr. M. A. Teckchandani, 62 years of age, joined
the Company in 1983 as Vice President-Finance and in
1997 took over the technical operations of the Company
as Senior Vice President-Technical. He was elected by the
Members as a Wholetime Director designated as Executive
Director-Operations in 2001. Effective June 1, 2010, he was
transferred to the position of Executive Director-Finance
& Administration. Mr. Teckchandani holds a B.E. Degree
in Electrical Engineering from the Regional Engineering
College, Durgapur, and a Post Graduate Diploma in
Business Administration from Indian Institute of Management,
Ahmedabad, Prior to joining the Company, he was General
Manager-Finance with Bright Brothers Ltd,
Appointment of Mr. K. K.Kaul
Mr. K. K. Kaul, 55 years of age, joined the Company
in 1984 as General Materials Manager. He has served the
company for 25 years at growing levels of seniority and was
Executive Vice President-Technical prior to his appointment
as Executive Director-Operations. Mr. Kaul holds a B.E. (Hans)
Degree in Mechanical Engineering from BITS (Birla Institute of
Technology & Science), Pilani and a Post Graduate Diploma
in Industrial Engineering from NITIE (National Institute for
Training in Industrial Engineering), Mumbai. Prior to joining
the Company, he was Assistant Manager (Material Planning
& Control) with Premier Automobiles Limited.
7. An explanatory statement of the Special Business
pursuant to Section 173 (2) of the Companies Act, 1956,
in respect of item nos. 6 to 13 is given below:
Item No. 6 of the Notice
The term of appointment of Mr. Brahm Vasudeva
as Non-Executive Director of the Company will come to
an end on April 25, 2011. The Company has received
notices u/s 257 of the Companies Act, 1956 from some
members proposing the name of Mr. Brahm Vasudeva for
reappointment as -Director with effect from April 26, 2011.
The Directors are of the view that the reappointment
of Mr. Brahm Vasudeva as a Director of the Company is in
the interest of the Company.
The Board of Directors recommends the Ordinary
Resolution for your approval.
None of the directors other than Mr. Brahm Vasudeva
is concerned or interested in this item of business.
Item No. 7 of the Notice
The term of appointment of Mr. Brahm Vasudeva
as Advisor to the company will come to an end on April
25, 2011. In the period that Mr. Vasudeva has functioned
as the Advisor to the Company since April 26, 2006, the
Company has done well. At its Meeting held on May 29,
2010, the Board of Directors felt that it is in the interest of
your company to reappoint Mr. Vasudeva as Advisor to
the Company with effect from April 26, 2011, for a period
of five years for which (apart from being reimbursed for all
travel, telephone and conveyance costs including car and
driver's services incurred for the purpose of the business of
the Company) following benefits shall be extended to him:
1. Medical reimbursement for Mr. Brahm Vasudeva
and his wife,
2. Travel cost for his accompanying wife when he
travels for business purposes.
3. Free telephone and internet facility at his
residence for personal use.
4. Car and driver's services for his personal use.
Mr. Brahm Vasudeva joined the Company as Vice-
Chairman and Managing Director in 1968 and became
Chairman and Managing Director in 1984. Prior to joining
the Company he was in employment with Hindustan Lever
Limited for 10 years. He is a graduate in History from St.
Stephens' College, Delhi. In 1981, Mr. Vasudeva attended
the Harvard Business School's Advanced Management
Programme. He was the first Chairman of the Advertising
Standards Council of India and also the first Chairman of
the Media Research Users Council, He is at present on the
Board of the Indian Society of Advertisers.
As per Section 314(1) of the Companies Act, 1956,
the consent of the Members of the Company in the
General Meeting is required for a Director to hold a place
of profit. Your directors are of the view that considering the
long experience and expertise of Mr. Brahm Vasudeva in
the pressure cooker industry and also considering his long
experience and expertise in the field of marketing and
advertising, it will be beneficial for the Company to avail his
advisory services as and when needed by the Company
and accordingly recommend the Special Resolution for
your approval.
The Agreement between Mr. Brahm Vasudeva and
the Company is available for inspection by the members
at the registered office of the Company from 10.00 a.m. to
1.00 p.m. on all working days of the Company.
None of the directors other than Mr. Brahm Vasudeva
is concerned or interested in this item of business,
Item No. 8 of the Notice
Mr. Subhadip Dutta Choudhury's appointment as Vice
Chairman of the Board of Directors and Managing Director
designated as Chief Executive Officer of your Company
comes to an end on July 31, 2010. At its meeting on May
29, 2010, the Board of Directors felt that it is in the interest
of your Company to reappoint Mr. Dutta Choudhury in his
present position for a period of three years from August 1,
2010. The main terms and conditions of the Agreement are
summarised as follows:
Salary: Rs. 2,08,333 per month. Commission on net
profits: at the rate of 2%. Provident Fund/Superannuation/
Annuity Fund/Pension Fund contributions: as per rules of the
Company, Gratuity: half a month's salary for each year of
service. Company owned/leased accommodation is to be
provided for which 10% of the salary to be deducted; in case
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no accommodation is provided, House Rent Allowance @
60% of salary. Leave Travel Allowance: Rs. 40,000 per annum.
Car: for business and personal use. Telephone and Internet:
free at residence, also one Mobile connection to be provided
(long distance personal calls excluded). Medical expenses
incurred by Mr. Dutta Choudhury and family to be borne by
the Company; medical insurance at a cost not exceeding
Rs. 25,000 per annum for Mr. Dutta Choudhury and his family
may be arranged - the Company to use such insurance to
defray expenses covered by it. Personal Accident Insurance
and Life Insurance at an annual premium not exceeding
Rs. 15,000 and Rs.40,000 respectively. Club fees excluding
Life membership and Admission fees for a maximum of two
clubs to be borne by the Company. Furniture, furnishings
and appliances to be provided by the Company as per
Company rules. Leave as per rules of the Company;
encashment of leave at the end of the tenure. In case of
inadequate or no profits, salary and perquisites to be limited
to Rs. 1,50,000 per month excluding terminal benefits to
the extent permitted under Schedule XIII of the Companies
Act, 1956. In case of adequate profits, total remuneration
is subject to an overall ceiling of 4.5% of the net profits
of the Company computed as per Section 309 of the
Companies Act, 1956. Mr. Dutta Choudhury is required
to maintain confidentiality of company information and
not to be involved directly or indirectly in any competitive
business. The designation of and allocation of work to
Mr. Dutta Choudhury may be altered by the Board without
affecting any other term or condition. Agreement is
terminable by three months' notice given by either party.
Ceasing of employment causes end of Directorship. In case
of dispute, arbitration under The Arbitration and Conciliation
Act, 1996, is mandatory.
A copy of the Agreement between the Company
and Mr. Subhadip Dutta Choudhury is available for
inspection by Members at the Registered Office of the
Company between 10.00 a.m. to 1.00 p.m. on all working
days of the Company. An Abstract under Section 302 of
the Companies Act, 1956 has already been circulated to
the Members.
The Board of Directors recommends the Ordinary
Resolution for your approval.
None of the Directors other than Mr. Subhadip
Dutta Choudhury is concerned or interested in this item of
business.
Item No. 9 of the Notice
At the Annual General Meeting of the Company
held on July 30, 2007, the Members had approved the
appointment of Mr. M.A. Teckchandani as a Wholetime
Director of the Company, designated as Executive Director-
Operations, for a period of three years from November 12,
2007, on the remuneration as specified in the Explanatory
Statement annexed to the Notice of the said Meeting.
The Board of Directors of the Company, by a resolution
passed at its meeting held on May 29, 2010, changed the
responsibilities and designation of Mr. Teckchandani from
Executive Director-Operations to Executive Director-Finance
& Administration with effect from June 1, 2010, up to the
remaining tenure of his office, all other terms and conditions
of appointment of Mr. Teckchandani remaining unchanged
including his remuneration as approved earlier by the
Members at the Annual General Meeting held on July 30,
2007.
At its meeting on May 29, 2010, the Board of
Directors felt that it is in the interest of your Company to
reappoint Mr. Teckchandani as Executive Director-Finance
& Administration for a period of three years from November
12, 2010. The main terms and conditions of the Agreement
are summarised as follows:
Salary: Rs.1,75,000 per month. Commission on net
profits: at the rate of 1.25%. Provident Fund/Superannuation/
Annuity Fund/Pension Fund contributions: as per rules of the
Company. Gratuity: half a month's salary for each year of
service. Company owned/leased accommodation is to be
provided for which 10% of the salary to be deducted; in
case no accommodation is provided, House Rent Allowance
@ 60% of salary. Leave Travel Allowance: Rs. 40,000 per
annum. Car: for business and personal use. Telephone and
Internet: free at residence, also one Mobile connection
to be provided (long distance personal calls excluded).
Medical expenses incurred by Mr. Teckchandani and family
to be borne by the Company; medical insurance at a cost
not exceeding Rs. 25,000 per annum for Mr. Teckchandani
and family may be arranged - the Company to use such
insurance to defray expenses covered by it. Personal
Accident Insurance and Life Insurance at an annual premium
not exceeding Rs. 15,000 and Rs. 40,000 respectively. Club
fees excluding Life membership and Admission fees for
a maximum of two clubs to be borne by the Company.
Furniture, furnishings and appliances to be provided by the
Company as per Company rules. Leave as per rules of the
Company; encashment of leave at the end of the tenure.
In case of inadequate or no profits, salary and perquisites
to be limited to Rs. 1,50,000 per month excluding terminal
benefits to the extent permitted under Schedule XIII of the
Companies Act, 1956. In case of adequate profits, total
remuneration is subject to an overall ceiling of 3% of the
net profits of the Company computed as per Section 309
of the Companies Act, 1956, Mr. Teckchandani is required
to maintain confidentiality of company information and
not to be involved directly or indirectly in any competitive
business. The designation of and allocation of work to Mr.
Teckchandani may be altered by the Board without affecting
any other term or condition. Agreement is terminable by
three months' notice given by either party. Ceasing of
employment causes end of Directorship. In case of dispute,
arbitration under The Arbitration and Conciliation Act, 1996,
is mandatory.
A copy of the Agreement between the Company
and Mr. M. A. Teckchandani is available for inspection
by Members at the Registered Office of the Company
between 10.00 a.m. to 1.00 p.m. on all working days of the
Company. An Abstract under Section 302 of the Companies
Act, 1956 has already been circulated to the Members.
The Board of Directors recommends the Ordinary
Resolution for your approval.
None of the Directors other than Mr. M. A. Teckchandani
is concerned or interested in this item of business.
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Item No. 10 of the Notice
At its meeting held on May 29, 2010, the Board of
Directors reviewed the progress made by Mr. K. K. Kaul and
the experience and expertise gained by him particularly
in the areas of materials management, manufacturing,
research & development, quality control and technical
projects. The Board of Directors felt that it is in the interest
of your Company to appoint Mr. K. K. Kaul as a Wholetime
Director of the Company designated as Executive Director-
Operations for a period of three years from June 1, 2010.
The main terms and conditions of the Agreement are
summarised as follows:
Salary: Rs. 1,50,000 per month. Commission on net
profits: at the rate of 1%. Provident Fund/Superannuation/
Annuity Fund/Pension Fund contributions: as per rules of the
Company. Gratuity: half a month's salary for each year of
service. Company owned/leased accommodation is to be
provided for which 10% of the salary to be deducted; in
case no accommodation is provided, House Rent Allowance
@ 60% of salary. Leave Travel Allowance: Rs. 40,000 per
annum. Car: for business and personal use. Telephone and
Internet: free at residence, also one Mobile connection to be
provided (long distance personal calls excluded). Medical
expenses incurred by Mr. Kaul and family to be borne by
the Company; medical insurance at a cost not exceeding
Rs. 25,000 per annum for Mr. Kaul and his family may be
arranged- the Company to use such insurance to defray
expenses covered by it. Personal Accident Insurance
and Life Insurance at an annual premium not exceeding
Rs. 15,000 and Rs. 40,000 respectively. Club fees excluding
Life membership and Admission fees for a maximum of two
clubs to be borne by the Company. Furniture, furnishings
and appliances to be provided by the Company as per
Company rules. Leave as per rules of the Company;
encashment of leave at the end of the tenure. In case of
inadequate or no profits, salary and perquisites to be limited to
Rs. 1,50,000 per month excluding terminal benefits to the
extent permitted under Schedule XIII of the Companies Act,
1956. In case of adequate profits, total remuneration is
subject to an overall ceiling of 2.5% of the net profits of the
Company computed as per Section 309 of the Companies
Act, 1956. Mr. Kaul is required to maintain confidentiality
of company information and not to be involved directly or
indirectly in any competitive business. The designation of and
allocation of work to Mr. Kaul may be altered by the Board
without affecting any other term or condition. Agreement
is terminable by three months' notice given by either party.
Ceasing of employment causes end of Directorship, In case
of dispute, arbitration under The Arbitration and Conciliation
Act, 1996, is mandatory.
A copy of the Agreement between the Company
and Mr. K. K. Kaul is available for inspection by
Members at the Registered Office of the Company
between 10.00 a.m. to 1.00 p.m. on all working days
of the Company. An Abstract under Section 302 of the
Companies Act, 1956 has already been circulated to the
Members.
The Board of Directors recommends the Ordinary
Resolution for your approval.
None of the Directors other than Mr. K, K. Kaul is
concerned or interested in this item of business.
Item No. 11 of the Notice
At the 45th Annual General Meeting held on July 29,
2005, the shareholders had passed a resolution for approval
of revised remuneration to Mr. Neil Vasudeva, son of
Mr. Brahm Vasudeva, Chairman of the Board of Directors
of the Company in the grade of Vice President-Marketing
Projects subject to an overall ceiling of Rs. 17 lakhs in a
financial year.
The Board of directors appointed a Selection
Committee pursuant to Rule 4(7) of the Directors' Relatives
(Office or Place of Profit) Rules, 2003, to consider the
suitability of promoting Mr. Neil Vasudeva as Senior Vice
President-Marketing Projects. The Selection Committee
met on May 26, 2010, and reviewed the performance of
Mr. Neil Vasudeva and approved his selection as Senior
Vice President-Marketing Projects. The Board of Directors at
its meeting held on May 29, 2010 considered the report
of the Selection Committee and gave its approval for
appointment of Mr. Neil Vasudeva as Senior Vice President-
Marketing Projects with effect from August 1, 2010, for a
period of five years with revised remuneration at a salary
of Rs. 64,000 per month in the grade of 'Rs. 48,000-4,000-
1,12,000 with perquisites and benefits applicable to his
grade subject to the approval of the shareholders and
Central Government.
Mr. Neil Vasudeva, 39 years of age, joined the
Company in 1997 as Senior General Manager-South Zone
Sales and worked in the Sales department for seven years.
Thereafter he worked in the Marketing department for six
years and is currently Vice President-Marketing Projects. Prior
to his joining your company, Mr. Neil Vasudeva worked for
four years in Sales in Reckitt & Colman of India Ltd. Mr. Neil
Vasudeva holds a Bachelor of Arts degree from St. Stephen's
College, Delhi University and has a Post Graduate Diploma
in Business Management from XLRI, Jamshedpur.
The Board of Directors recommends the Special
Resolution for your approval.
None of the Directors other than Mr. Brahm Vasudeva
is concerned or interested in this item of business.
Item No. 12 of the Notice
With the growing size, complexity and competition in
your Company's business, it is in your Company's interest
to have the ability to retain and attract suitably qualified
Non-Wholetime Directors. A special resolution was passed
by the Members at the 45th Annual General Meeting held
on July 29, 2005, authorising the Board of Directors to pay
commission to Non-Wholetime Directors. This resolution was
in effect from April 1, 2005 to March 31, 2010. A similar
resolution is now proposed for a further period of 5 years
commencing April 1, 2010, to authorise the Board of Directors
to pay commission to Non-Wholetime Directors, within the
limits prescribed in the resolution and the Companies Act,
1956.
The Board of Directors recommends the Special
Resolution for your approval.
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Mr. Brahm Vasudeva, Mr. J, M. Mukhi, Mr. Shishir K. of the shareholders be obtained for borrowing moneys up
Diwanji, Mr. Gerson da Cunha, General V. N. Sharma (Retd.) to the aggregate of the paid-up capital of the Company
and Mr. B. K. Khare, Directors are deemed to be concerned and its free reserves as permitted under the Companies Act,
or interested in this item of business. 1956.
None of the other Directors is concerned or interested The Board of directors recommends the Special
in this item of business. Resolution for your approval.
None of the directors of the Company is concerned
Item No. 13 of the Notice
or interested in this item of business,
At the 34th Annual General Meeting of the shareholders
of the Company held on August 26, 1994, the Company
had authorised the Board of Directors to borrow moneys
exceeding the aggregate of paid-up capital and free
reserves of the Company, provided that the total amount By Order of the Board
borrowed would not exceed Rs. 15 crores. In view of the
growth of the Company's business and paid-up capital and
free reserves over the last 16 years, the limit of Rs. 15 crores
is now well under the aggregate of the paid-up capital
and free reserves of the Company and has lost its originally Mumbai Brahm Vasudeva
intended meaning. It is therefore proposed that the approval June 24, 2010 Chairman

SPECIAL INVITATION OVERLEAF

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June 24, 2010

Dear Shareholder,

Special Invitation to a Film Show

In celebration of the Company's Golden Jubilee, we have produced a 75-minute film

titled We Are Hawkins. You are cordially invited to see this film on the day and at the venue of
the AGM at a time which will enable you to attend the film show and the AGM conveniently
without making two trips.

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

1:30 pm: Registration opens

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

2:10 pm: Welcome address by the Chairman

2:15 pm: Film show begins

3:30 pm: Light refreshments outside the hall

4:00 pm: AGM begins

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

Yours sincerely.

Brahm Vasudeva
Chairman of the Board of Directors

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HAWKINS COOKERS LIMITED ANNUAL REPORT 2009-10

CONTENTS Page
A Major Strength: Hawkins Dealers Front Cover

Financial Performance: Last Five Years Inside Front Cover

Directors' Report 2

Corporate Governance Report 6

Auditors' Report 10

Balance Sheet 12

Profit & Loss Account 13

Cash Flow Statement 14

Schedules 15

Striving for Excellence: Hawkins Workers & Managers Inside Back Cover

Hawkins Most Valuable Asset: Satisfied Consumers Back Cover

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

S. Dutta Choudhury M. A. Teckchandani K. K. Kaul

VICE-CHAIRMAN & CHIEF EXECUTIVE OFFICER EXECUTIVE DIRECTOR - FINANCE & ADMINISTRATION EXECUTIVE DIRECTOR - OPERATIONS

Brahm Vasudeva
CHAIRMAN

COMPANY SECRETARY AUDITORS

Hutoxi Bhesania Deloitte Haskins & Sells

REGISTERED OFFICE SOLICITORS

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

REGISTRAR AND SHARE TRANSFER AGENT BANKERS

Link Intime India Pvt. Ltd. Dena Bank
C-l 3, Pannalal Silk Mills Compound, Punjab NatjOnal Bank
L. B. Shastri Marg, Bhandup (West), Mumbai 400 078
Tel: 2596 38 38 / 2594 69 70 Fax: 2596 26 91 The Saraswat Co-operative Bank Limited
email: rnt.helpdesk@iinkintime.co.in Corporation Bank

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DIRECTORS' REPORT TO SHAREHOLDERS
We have the honour to present our fiftieth Annual
Report and Audited Statement of Accounts for the year
ended March 31, 2010. As mentioned in our report last year,
2008-09 was in fact our Golden Jubilee Year. In 2009-10,
we celebrated our Golden Jubilee appropriately by holding
functions at our plants and in Mumbai to which our associates,
vendors, employees and their families were invited. We
feel that these functions have significantly enhanced the
understanding and enthusiasm of our associates, vendors
and employees about your Company and its character.
2009-10 OPERATIONS: MAIN RESULTS
We are happy to report that both sales and profits
are the highest ever in the history of your Company. Sales
(including excise duty) in 2009-10 were Rs.2954 million; sales
net of excise duty were Rs.2856 million, up 18% over the
previous year. Profit before tax was Rs.558.8 million, up 90%
over the previous year. Net profit after tax for the year was
Rs.368.4 million, up 93% over the previous year.
MANAGEMENT DISCUSSION AND ANALYSIS
Profit before tax as a percentage of sales in 2009-10
was 18.9% as against 11.5% in the previous year. Profit after
tax as a percentage of sales in 2009-10 was 12.5% as against
7.5% in the previous year. The improvement in margins is
the result of higher sales and moderation in material costs.
Two new pressure cooker models were introduced
in 2009-10 and were very well received in the market - sales
of these models in the aggregate were 89 thousand units in
the launch year. Four new cookware items were similarly
launched for a total sale of 27 thousand units.
Pressure Cooker sales volume increased by 19% and
sales value by 1 7% over the previous year. The number of
directly transacting dealers has gone up to 4,815, an increase
of 29% on the previous'year. Despite our pressure cooker
production increasing from 22.9 lakh units to 28.0 lakh units,
we were not able to supply fully the demand for our pressure
cookers. Similarly, in cookware our demand has been
substantially more than our ability to supply. Management
is working to implement plans to further increase supply of
all our products significantly in 2010-11.
Although material costs in 2009-10 as a whole were
significantly lower than the previous year, the trend of costs
during the year was upwards. At present, the materials
cost situation is uncertain and difficult to forecast.
Cash flow during the year, taking into account
operating, investing and financing activities, was very
comfortable. The increase in cash and bank deposits at
the end of the year is Rs.250 million over the opening
balance of Rs.144 million. The cash and bank deposits
as on March 31, 2010, is Rs.394 million. We have plans to
utilise these funds appropriately.
The number of employees as on March 31, 2010,
is 900. Morale of employees is high. Industrial relations are
normal. We have long-term settlements with our workers
and staff in place in all our plants and offices. We appreciate
very much the contribution of all our employees.
Control Systems
In our judgment, the company has adequate
financial and administrative systems and controls and an
effective internal audit function.
Risks and Concerns
All foreseeable risks that the Company may
encounter and concerns have been addressed in a
documented risk management framework which is
reviewed by the Board from time to time.
Threats and Opportunities
The general inflationary trend in the Indian economy
is a cause for concern. While the cost of raw materials had
moderated, they may once again move up irrationally and
pose a threat. The Company continues to diligently watch
these trends and seeks effective cost controls and necessary
adjustment in prices as needed from time to time.
The continuing vitality of our brands - Hawkins, Future
and Miss Mary - and the general, buoyant growth rate of
the Indian economy augur well for your Company,
Outlook
In our judgement, the outlook for our business is
excellent. We are well-positioned to take advantage of
the growth of demand in our markets competitively and to
continue to increase our sales and profits handsomely.
All forward-looking statements in our report are
based on our assessments and judgments exercised in good
faith at this time. Of course, actual developments and/or
results may differ from our anticipation.
2009-10 OPERATIONS: OTHER ASPECTS
FOB value of exports was Rs. 114.8 million, down 10%
over the previous year mainly owing to delayed shipments
because of product scarcity. Foreign Exchange used in
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the year under report was Rs.6.9 million (previous year:
Rs.l 0.4 million).
Information as per Section 217(2A) of the Companies
Act, 1956, is given in Appendix I. The expenditure on
Research and Development was Rs.l0.2 million, (previous
year: Rs.ll .1 million) - down by 8%. Required details are
given in Appendix II. Efforts continue in our factories and
offices to save energy wherever possible. None of the fixed
deposits maturing for payment prior to March 31, 2010,
remained unclaimed as on that date.
DIVIDEND AND APPROPRIATIONS
We are pleased to recommend Rupees Forty
per Share as dividend at the rate of 400% (previous year:
Rupees Twenty per share). Our recommendation takes into
account the profitability, circumstances and requirements
of the business.
Out of the amount available for appropriation of
Rs.457.8 million (previous year: Rs.258.2 million), we propose
• Rs.211.5 million as provision for dividend (previous
year: Rs.l05.8 million)
• tax on proposed dividend Rs.35.1 million (previous
year: Rs.l8.0 million)
• Rs.50.0 million transfer to General Reserve (previous
year: Rs.45.0 million) and
• Rs.l61.2 million as surplus carried to the Balance
Sheet (previous year: Rs.89.5 million).
DIRECTORS' RESPONSIBILITY STATEMENT
The Board confirms that:
1. The directors -have taken proper and sufficient
care for the maintenance of adequate accounting 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.
2. In the preparation of the Annual Accounts,
the applicable accounting standards have been followed
and proper explanation given relating to material
departures. The directors have prepared the Annual
Accounts on a going concern basis.
3. The directors have selected such accounting
policies and applied them consistently and made
judgments and estimates that are reasonable and prudent
so as to give a true and fair view of the state of affairs
of the Company at the end of the financial year and of
the profit of the Company for that period.
Code of Conduct
The Board has formulated a Code of Conduct for
all Directors of the Board and Senior Managers of the
Company. This Code has been posted on the website of
the Company. All Directors and Senior Management
Personnel have affirmed compliance with the Code.
A declaration to this effect signed by the Vice-Chairman
and Chief Executive Officer of the Company appears
elsewhere in this Annual Report,
Corporate Governance
A separate section on Corporate Governance
forms part of our Report. A Certificate has been received
from the Auditors of the Company regarding compliance
of conditions of Corporate Governance as stipulated
under Clause 49 of the Listing Agreement with the Stock
Exchange. Both appear elsewhere in the Annual Report.
DIRECTORS
The Company has received notices under section
257 of the Companies Act, 1956 for reappointment of
Mr. Brahm Vasudeva as a non-executive Director with effect
from April 26, 2011, for which a suitable resolution is proposed
for your approval. Subject to his being elected as
non-executive Director, the Board has resolved at its meeting
held on May 29, 2010 to reappoint Mr. Vasudeva as the
non-executive Chairman of the Board of the Company for a
further period of five years with effect from April 26, 2011. At
its meeting held on May 29, 2010, the Board has also
reappointed Mr. Vasudeva as an Advisor to your Company
for a further period of five years subject to your approval
for which a suitable resolution is also proposed.
The Board at its meeting held on May 29, 2010, has
reappointed Mr. Subhadip Dutta Choudhury as Vice Chairman
& Chief Executive Officer for a further period of three years
with effect from August 1, 2010, on revised terms subject to
your approval for which a suitable resolution is proposed.
At its meeting held on May 29, 2010, the Board
decided to change the responsibilities and designation of
Mr, M. A. Teckchandani from Executive Director - Operations
to Executive Director - Finance & Administration with effect
from June 1, 2010, with all other terms of his appointment
remaining unchanged. Mr. Teckchandani retires by rotation
and, being eligible, offers himself for reappointment for
which a suitable resolution is proposed for your approval.
The Board also reappointed Mr. M. A. Teckchandani as
Executive Director - Finance & Administration for a further
period of three years with effect from November 12, 2010,
on revised terms subject to your approval for which a
suitable resolution is also proposed.
The Board at its meeting held on May 29, 2010,
appointed Mr. K. K. Kaul as a Wholetime Director of the
Company designated as Executive Director - Operations
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D I R E C T O R S ' R E P O R T continued
for a term of three years with effect from June 1, 2010, AUDITORS
subject to your approval for which a suitable resolution is
Messrs, Deloitte Haskins & Sells retire and, being
proposed. Mr. Kaul has served in your Company as an
eligible, offer themselves for reappointment.
executive for the last 25 years at growing levels of
seniority and was Executive Vice President - Technical prior
ON BEHALF OF THE BOARD OF DIRECTORS
to being appointed as Executive Director - Operations.

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

being eligible, offers himself for reappointment for which Mumbai BRAHM VASUDEVA
a suitable resolution is proposed for your approval. June 21, 2010 CHAIRMAN

DIRECTORS' REPORT: APPENDIX I

Information as per Section 217 (2A) read with Companies (Particulars of Employees) Rules, 1975, forming part
of the Directors' Report for the year ended March 31, 2010

GROSS DATE OF LAST EMPLOYMENT

SR. DESIGNATION EXPERIENCE
NAME AGE REMUNERATION QUALIFICATION COMMENCEMENT NAME OF POSITION
NO. NATURE OF DUTIES (YEARS)
(RS.) OF EMPLOYMENT EMPLOYER HELD

1. S. Dutta Choudhury 42 Vice-Chairman 11,553,966 B. Tech Degree 18 18.05.1992 - -

& Chief Electrical
Executive Engineering,
Officer IIT, Kharagpur
Post Graduate
Diploma in
Business
Administration,
IIM, Calcutta

2. M. A. Teckchandani 62 Executive 8,380,734 B. E. (Electrical), 38 16.08.1983 Bright General

Director - Post Graduate Brothers Manager
Operations Diploma in Ltd. Finance
Business
Administration,
IIM,
Ahmedabad

3. K. Sundararaghavan 64 Executive 408,130 B. E. 43 12.10.1987 Xomos Operations

(up till April 1 5, 2009) Director - (Mechanical), (India) Manager
Finance & Post Graduate Ltd.
Administration Certificate
in General
Management,
IIM,
Ahmedabad

4. K. K. Kaul 55 Executive 6,548,362 B. E. (Hons.) 30 26.12,1984 Premier Assistant

Vice President - (Mechanical), Automobiles Manager -
Technical BITS, Pilani Ltd. Material
Post Gradute Planning
Diploma in and
Industrial Control
Engineering

5. Tej Paul Sharma 48 Senior 4,878,143 B, Com 28 14,11.1983 Speedo Salesman

Vice President - Sales
Sales Corporation
i

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DIRECTORS' REPORT: APPENDIX

Research & Development
Specific areas in which R&D efforts have been
carried out: Quality improvement of existing products and
design of new products. Benefits derived as a result: launch
of new products plus design and quality improvement/cost
reduction in existing products. Future plan of action: we
intend to support the R&D Centre and the Test Kitchen to
meet corporate objectives for quality improvement, cost
reduction and introduction of new products and consumer
service and support. Capital expenditure on R&D: Rs.0.05
million. Recurring expenditure: Rs. 10.1 million, 0.3% of total
turnover (previous year: Rs.10.9 million, 0.4%).
Technology Absorption, Adaptation & Innovation
Efforts made: The Company has relied upon internal
generation. No technology has been imported for the last
five years. As of 1 st April, 2009, the Company had 67 valid
patents and design registrations in force in 5 countries.
During the year 2009-10, 5 design registrations were granted
and 2 design applications were filed. Benefits derived: as
described above.

COMPLIANCE WITH THE CODE OF CONDUCT

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

BY ORDER OF THE BOARD OF DIRECTORS

Mumbai SUBHADIP DUTTA CHOUDHURY |

May 29, 2010 VICE-CHAIRMAN & CHIEF EXECUTIVE OFFICER

AUDITORS' CERTIFICATE ON CORPORATE GOVERNANCE

To the Members of Hawkins Cookers Limited

We have examined the compliance of the conditions of Corporate Governance by Hawkins Cookers
Limited, for the year ended on March 31, 2010, as stipulated in clause 49 of the Listing Agreement of the said
Company with the Bombay Stock Exchange Limited, Mumbai (hereinafter referred to as clause 49).
The compliance of the conditions of Corporate Governance is the responsibility of the Management.
Our examination has been limited to a review of the procedures and implementation thereof, adopted by the
Company for ensuring compliance of the conditions of Corporate Governance. It is neither an audit nor an
expression of opinion on the financial statements of the Company.
In our opinion and to the best of our information and according to the explanations given to us
and the representations made by the directors and the management, we certify that the Company has complied,
in all material respects, with the conditions of Corporate Governance as stipulated in clause 49.
We state that such compliance is neither an assurance as to the future viability of the Company nor the
efficiency or effectiveness with which the Management has conducted the affairs of the Company.

For Deloitte Haskins & Sells

Chartered Accountants
(Registration No. 117366W)

R. K. Hiranandani
Mumbai Partner
June 21, 2010 (Membership No. 36920)

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REPORT ON CORPORATE GOVERNANCE

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

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

BOARD WHETHER
NAME OF DIRECTOR POSITION MEETINGS ATTENDED LAST OTHER BOARD COMMITTEES
ATTENDED AGM DIRECTORSHIPS OF OTHER COMPANIES

Brahm Vasudeva Promoter,

Non-Executive Chairman 5 Yes 1 None

Subhadip Dutta Choudhury Vice-Chairman & None

5 Yes None
Chief Executive Officer

M. A. Teckchandani Executive Director 5 Yes None None

K. Sundararaghavan Executive Director None None
None No
(up till April 15, 2009)

J. M. Mukhi Independent Director 2 Yes 1 None

4 including one as
Shishir K. Diwanji Independent Director 5 Yes 8
Chairman
Gerson da Cunha Independent Director 3 Yes 1 None
General V. N. Sharma (Retd.) Independent Director 4 Yes None None
B. K. Khare Independent Director 5 No* 5 1 (Chairman)
* Owing to his not feeling well at that time.

Audit Committee

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

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

NAME OF DIRECTOR STATUS NO. OF MEETINGS ATTENDED

B. K. Khare Chairman 4
Shishir K. Diwanji Member 4
Gerson da Cunha Member 3
General V. N. Sharma (Retd.) Member 4

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Remuneration Committee

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

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

PROVIDENT FUND, PERQUISITES &

DIRECTOR SALARY (Rs.) SUPERANNUATION ALLOWANCES COMMISSION TOTAL CONTRACT PERIOD
& GRATUITY (Rs.) (Rs.) (Rs.) (Rs.)

01 .08.2007 to
Subhadip Dutta Choudhury 2,000,000 636,154 126,963 8,790,849 11,553,966
31.07.2010

12. 11. 2007 to

M. A. Teckchandani 1 ,800,000 572,538 147,630 5,860,566 8,380,734
11.11.2010

K. Sundararaghavan 12. 11. 2007 to

75,000 23,856 65,084 244,190 408,130
(up till April 1 5, 2009) 15,04.2009

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

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

COMMISSION BOARD COMMITTEE

DIRECTOR PAYABLE FOR THE MEETINGS' MEETINGS' TOTAL (Rs.)
YEAR 2009-1 0 (Rs.) FEES (Rs.) FEES (Rs.)

Brahm Vasudeva 976,761 100,000 65,000 1,141,761

J. M. Mukhi 976,761 40,000 1,016,761

Shishir K. Diwanji 976,761 100,000 165,000 1,241,761

Gerson da Cunha 976,761 60,000 130,000 1,166,761

General V. N. Sharma (Retd.) 976,761 80,000 50,000 1,106,761

B. K. Khare 976,761 100,000 50,000 1,126,761

Shareholding of Non-executive Directors as at 31.3.2010

DIRECTOR NO. OF SHARES HELD

Brahm Vasudeva 1,832,332

Shishir K. Diwanji 2,475

J. M. Mukhi 5,345

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Shareholders' Grievance Committee

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

General Body Meetings

The last three Annual General Meetings were held as under:

FINANCIAL YEAR DATE TIME LOCATION SPECIAL RESOLUTIONS PASSED

2006-2007 30.7.2007 4:00 PM Patkar Hall, SNDT Women's The approval and taking on record the
University, Mumbai approval letter of Department of Company
Affairs dated 23rd November, 2006 approving
the amendment of the provisions relating to the
non-rotational directors of the Company.

Patkar Hall, SNDT Women's

2007-2008 25.7.2008 4:00 PM
University, Mumbai
None

Jai Hind College Hall

2008-2009 31.7.2009 4:00 PM A Road, Churchgate, None
Mumbai

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

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

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

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

GENERAL SHAREHOLDER INFORMATION

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

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The Financial Calendar this year is as follows:

May 29 Annual Results of 2009-10 August 28 : Dividend of Rs.40 per share subject to
approval of the shareholders at the Annual
Julys Mailing of Annual Report
General Meeting will be paid on or before
July 22 to July 29 Dates of Book Closure August 28, 2010.
July 29 First Quarter Results October end : Second Quarter Results
July 29 Annual General Meeting January end : Third Quarter Results

Stock Market Price Data for the Year 2009-2010

COMPANY STOCK PRICES (Rs.) SENSEX INDEX
MONTH
HIGH LOW HIGH LOW

April 179 161 11492 9546

May 228 173 14931 11621
June 340 246 15600 14017
July 350 311 15733 13220
Listing of equity shares on August 470 330 16002 14684
Stock Exchange: Mumbai. September 474 409 17143 15357
Stock Code: 508486 October 540 425 17493 15805
November 700 506 17290 15331
December 698 625 ' 17531 16578
January 730 551 17790 15982
February 818 680 16669 15652
March 945 711 17793 16438

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

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

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

Distribution of Shareholding as on March 31, 2010

CATEGORY NO. OF SHARES HELD % SHAREHOLDING

Banks/Financial Institutions 51,653 0.98

Mutual Funds/
Unit Trust of India 16,000 0.30

Bodies Corporate 96,779 1.83

Foreign Institutional Investors 49,131 0.93
Promoters 2,962,836 56.03
Others 2,111,416 39.93
Total 5,287,815 100.00

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

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

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A U D I T O R S ' R E P O R T T O THE MEMBERS OF HAWKINS COOKERS LIMITED
1 .We have audited the attached Balance Sheet of HAWKINS
COOKERS LIMITED ("the Company") as at 31st March, 2010,
the Profit and Loss Account and the Cash Flow Statement of
the Company for the year ended on that date, both 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 misstatements. An audit includes examining,
on a test basis, evidence supporting the amounts and the
disclosures in the financial statements. An audit also includes
assessing the accounting principles used and the 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.As required by the Companies (Auditor's Report) Order,
2003 (CARO) issued by the Central Government in terms
of Section 227(4A) of the Companies Act, 1956, we enclose
in the Annexure 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 in
paragraph 3 above, we report as follows:
(a) we have obtained all the information and explanations
which to the best of our knowledge and belief were
necessary for the purposes of our audit;
(b) in our opinion, proper books of account as required
by law have been kept by the Company so far as it
appears from our examination of those books;
(c) the Balance Sheet, the Profit and Loss Account and
the Cash Flow Statement dealt with by this report are
in agreement with the books of account;
ANNEXURE TO THE AUDITORS' REPORT
(Referred to in paragraph 3 of our report of even date)
(i) In respect of its fixed assets:
(a) The Company has maintained proper records
showing full particulars, including quantitative details and
situation of the fixed assets.
(b) The fixed assets were physically verified during
the year by the Management in accordance with a regular
programme of verification which, in our opinion, provides for
physical verification of all the fixed assets at reasonable intervals.
According to the information and explanation given to us, 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 disposal has, in our opinion,
not affected the going concern status of the Company.
(ii) In respect of its inventory:
(a) As explained to us, the inventories were
physically verified during the year by the Management at
reasonable intervals.
(b) In our opinion and according to the information
and explanations given to us, the procedures of physical
(d) in our opinion, the Balance Sheet, the Profit and Loss
Account and the Cash Flow Statement dealt with by
this report are in compliance with the Accounting
Standards referred to in Section 211(3C) of the
Companies Act, 1956;
(e) 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:
(i) in the case of the Balance Sheet, of the state of
affairs of the Company as at 31 st March, 2010;
(ii) in the case of the Profit and Loss Account, of the
profit of the Company for the year ended on that date;
and
(iii) in the case of the Cash Flow Statement, of the
cash flows of the Company for the year ended on
that date.
5.On the basis of the written representations received
from the Directors as on 31st March, 2010 taken on record
by the Board of Directors, we report that none of the
Directors is disqualified as on 31st March, 2010 from being
appointed as a director in terms of Section 274(1 )(g) of the
Companies Act, 1956.
For Deloitte Haskins & Sells
Chartered Accountants
(Registration No. 117366W)
R. K. Hiranandani
Partner
Mumbai: May 29, 2010 (Membership No. 36920)
verification of inventories followed by the Management
were reasonable and adequate in relation to the size of the
Company and the nature of its business.
(c) In our opinion and according to the information
and explanations given to us, the Company has maintained
proper records of its inventories and no material discrepancies
were noticed on physical verification.
(iii) (a) The Company has not granted any loans, secured
or unsecured, to companies, firms or other parties listed in
the Register maintained under Section 301 of the Companies
Act, 1956.
(b) In respect of loans, secured or unsecured, taken by
the Company from companies, firms or other parties covered in
the Register maintained under Section 301 of the Companies Act,
1956, according to the information and explanations given to us:
(i) The Company has taken loans by way of fixed
deposits aggregating Rs. 9,650,000 from six parties during
the year. At the year-end, the outstanding balance of such
loans taken aggregated Rs. 44,163,000 (number of parties:
nine) and the maximum amount involved during the year was
Rs. 44,163,000 (number of parties: nine).
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(ii) The rate of interest and other terms and conditions Tax, Service Tax, Customs Duty, Excise Duty and Cess which
of such loans are, in our opinion, prima facie not prejudicial to have not been deposited as on 31 st March, 2010 on account
the interests of the Company. of disputes are given below:
(Hi) The payments of principal amounts and interest in Statute Nature of Forum where Dispute Period to which the Amount
respect of such loans are regular/as per stipulations. the dues is pending amount relates Involved (Rs.)

(iv) In our opinion and according to the information and Sales Tax/ Sales Tax/ Appellate Authority - 1987-2010 4,181,249
Value Value upto Commissioner's
explanations given to us, having regard to the explanations Added Tax Added Tax / Revisional
that some of the items purchased are of special nature and Laws authorities level
Appellate Authority 1990-2007 2,254,991
suitable alternative sources are not readily available for obtaining - Tribunal level
comparable quotations, there is an adequate internal control Central Excise Appellate Authority 2001-2009 5,058,426
Excise Act, duty - Tribunal level
system commensurate with the size of the Company and 1944
the nature of its business with regard to purchases of inventory Income Income tax Commissioner AY 2007-08 759,711
and fixed assets and the sale of goods. There are no sale of Tax Act, and Interest of Income
1961 thereon Tax - Appeals
services, During the course of our audit, we have not observed
any major weakness in such internal control system. (x) The Company does not have any accumulated losses
(v) In respect of contracts or arrangements entered in at the end of the financial year. Also, the Company has not
the Register maintained in pursuance of Section 301 of the incurred cash losses during the financial year covered by our
Companies Act, 1956, to the best of our knowledge and audit and in the immediately preceding financial year.
belief and according to the information and explanations (xi) In our opinion and according to the information and
given to us: explanations given to us, the Company has not defaulted in
(a) The particulars of contracts or arrangements the repayment of dues to any banks. The Company has not
referred to in Section 301 that needed to be entered in obtained any borrowings from financial institutions and has
the Register maintained under the said Section have been also not issued any debentures.
so entered. (xii) According to the information and explanations given
(b) Where each of such transaction is in excess of to us, the Company has not granted any loans and advances
Rs.5 lakhs in respect of any party, the transactions have been on the basis of security by way of pledge of shares, debentures
made at prices which are prima facie reasonable having and other securities.
regard to the prevailing market prices at the relevant time. (xiii) The Company is not a chit fund or nidhi / mutual
(vi) In our opinion and according to the information benefit fund / society.
and explanations given to us, the Company has complied (xiv) According to the information and explanations
with the provisions of Sections 58A and 58AA or any other given to us, the Company is not dealing in or trading in shares,
relevant provisions of the Companies Act, 1956 and the securities, debentures and other investments.
Companies (Acceptance of Deposits) Rules, 1975 with regard (xv) In our opinion and according to the information
to the deposits accepted from the public. According to the and explanations given to us, the company has not
information and explanations given to us, no order has been given any guarantees for loans taken by others from
passed by the Company Law Board or the National Company banks or financial institutions.
Law Tribunal or the Reserve Bank of India or any Court or any (xvi) The Company has not obtained any term loans.
other Tribunal.
(xvii) In our opinion and according to the information
(vii) In our opinion, the Company has an adequate internal and explanations given to us and on an overall examination
audit system commensurate with the size and the nature of its of the Balance Sheet, we report that funds raised on
business. short-term basis have not been used during the year for
(viii) To the best of our knowledge and according to long-term investment.
the information and explanations given to us, the Central (xviii) The Company has not made any preferential
Government has not prescribed the maintenance of cost allotment of shares to parties and companies covered in
records under section 209(1 )(d) of the Companies Act, 1956, the register maintained under section 301 of the Companies
for any of the products of the Company. Act, 1956.
(ix) According to the information and explanations given (xix) The Company has not issued any debentures.
to us in respect of statutory dues: (xx) The Company has not raised any money by public
(a) The Company has been regular in depositing issues during the year.
undisputed dues, including Provident Fund, Investor Education (xxi) To the best of our knowledge and according to the
and Protection Fund, Employees' State Insurance, Income Tax, Information and explanations given to us, no fraud by the
Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty, Company and no material fraud on the Company has been
Cess and other material statutory dues applicable to it with noticed or reported during the year.
the appropriate authorities though there have been slight
delays in very few cases in respect of Income Tax deducted
at source and Sales Tax. For Deloitte Haskins & Sells
(b) There were no undisputed amounts payable Chartered Accountants
in respect of Income Tax, Wealth Tax, Customs Duty, Excise (Registration No. 117366W)
Duty, Cess and other material statutory dues in arrears as at
31st March, 2010 for a period of more than six months from
R. K. Hiranandani
the date they became payable. Partner
(c) Details of dues of Income Tax, Sales Tax, Wealth Murnbai: May 29, 2010 (Membership No. 36920)

11
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BALANCE SHEET

Schedule As at Mar. 31,2010 As at Mar. 31, 2009

Reference Rupees Rupees Rupees Rupees

Sources of Funds
SHAREHOLDERS' FUND
Share Capital 1 52,878,150 52,878,150
Reserves and Surplus 2 336,166,762 214,427,035
389,044,912 267,305,185
LOAN FUNDS
Secured Loans — —
Unsecured Loans 3 122,705,000 87,888,000
122,705,000 87,888,000
DEFERRED TAX - NET LIABILITY 4 9,169,209 7,986,505

TOTAL 520,919,121 363,179,690

Application of Funds
FIXED ASSETS
Gross Block 5 376,678,323 348,262,558
Less: Depreciation 219,451,851 204,453,347

Net Block 157,226,472 143,809,211

Capital Work-in-Progress 11,797,968 7,761,736
169,024,440 151,570,947
INVESTMENTS 6 1,025,000 1,025,000

CURRENT ASSETS, LOANS & ADVANCES

Inventories 7 311,538,594 254,723,617
Sundry Debtors 8 280,332,080 260,061,116
Cash and Bank Balances 9 394,116,276 143,713,404
Loans and Advances 10 55,386,410 53,462,094

1,041,373,360 711,960,231

Less:
CURRENT LIABILITIES & PROVISIONS
LiaPilities 11 422,499,910 346,932,828
Provisions 12 268,003,769 154,443,660
690,503,679 501,376,488
NET CURRENT ASSETS 350,869,681 210,583,743
TOTAL 520,919,121 363,179,690

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

In terms of our Report attached

For DELOITTE HASKINS & SELLS Brahm Vasudeva S, Dutta Choudhury B. K. Khare S. K. Diwanji
Chartered Accountants Chairman Vice-Chairman Director Director
Chief Executive Officer

Crr-rsrv^
R, K. Hiranandani Gen. V, N. Sharma (Retd.) J. M. Mukhi M. A. Teckchandani Hutoxi Bhesania
Partner Director Director Director Company Secretary

Mumbai: May 29, 2010

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PROFIT & LOSS ACCOUNT

Schedule For the year ended For the year ended
Reference Mar. 31,2010 Mar. 31, 2009
Rupees Rupees Rupees Rupees

INCOME
Sales including Excise Duty 2,954,142,420 2,546,577,465
Less: Excise duty on Sales 98,479,864 1 31 ,828,894

Sales Net of Excise Duty 2,855,662,556 2,414,748,571

Income from other sources 13 37,080,715 41,460,829

2,892,743,271 2,456,209,400

EXPENDITURE
Materials 14 1,064,078,121 1,081,956,947
Expenses 15 1,252,974,041 1,064,152,693
Depreciation 16,926,479 16,592,330

2,333,978,641 2,162,701,970

PROFIT BEFORE TAXATION 558,764,630 293,507,430

Provision for Taxation
- For the year
Current Tax 189,200,000 99,500,000
Deferred Tax (net) 1,182,704 99,012

Total for the year 190,382,704 99,599,012

- Fringe Benefits Tax — 2,750,000

190,382,704 102,349,012

PROFIT AFTER TAXATION 368,381,926 191,158,418

Balance brought forward from last year 89,471,864 67,043,030

AMOUNT AVAILABLE FOR APPROPRIATION 457,853,790 258,201,448

APPROPRIATIONS
Proposed Dividend 211,512,600 105,756,300
Tax on Proposed Dividend 35,129,599 17,973,284
Transfer to General Reserve 50,000,000 45,000,000
Balance carried to Balance Sheet 161,211,591 89,471,864

TOTAL 457,853,790 258,201,448

Earnings per share (face value Rs. 1 0) - basic and diluted (Rs.) (Note 1 1 ) 69.67 36.15

Schedules 1 3 to 15 and Notes in Schedule 1 6 also form part of this Profit & Loss Account,

S, K. Diwanji
Director
B. K. Khare
Director Vice-Chairman &
T
S. Dutta Choudhury
-iury(( /

Chief Executive Officer

\J
Brahm Vasudeva
Chairman
In terms of our Report attached
For DELOITTE HASKINS & SELLS
Chartered Accountants

A
••'
Hutoxi Bhesania M. A. Teckchandani J. M. Mukhi Gen. V. N. Sharma (Retd.) R. K. Hiranandani
Company Secretary Director Director Director Partner
Mumbai: May 29, 2010

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CASH FLOW S T A T E M E N T

For the year For the year Signatures to

ended ended Cash Flow Statement
Mar. 31,2010 Mar, 31,2009
Rupees Rupees

A. Cash Flow from Operating Activities:

Profit before tax 558,764,630 293,507,430 Brahm Vasudeva
Chairman
Adjustments for:
Depreciation 16,926,479 16,592,330
(Profit)/Loss on Sale of Fixed Assets (Net) 41,907 (22,371,742)
S. Dutta Choudhury ( I
Interest Expenditure 17,139,583 13,691,526 Vice-Chairman && ^
Income from Investments (5,000) (5,000) Chief Executive Officer

Interest income (21,453,090) (8,161,407)

Provision for/(Write back of) compensated
absences (1,526,661) 8,784,812 B. K, Khare
Director
Operating Profit before Working Capital
Changes 569,887,848 302,037,949
Adjustments for:
Trade and other Receivables (8,090,207) (59,505,205) S. K. Diwanji
Director
Inventories (56,814,977) 13,275,885
Trade and other Payables 71,377,349 4,202,133

Cash Generated from Operations 576,360,013 260,010,762

Gen, V. N. Sharma (Retd.)
Direct Taxes Paid (Net) (198,129,131) (96,024,155) Director
Net Cash Flow from Operating Activities A 378,230,882 163,986,607

B. Cash Flow from Investing Activities:

Purchase of Fixed Assets (34,669,719) J, M. Mukhi
(24,761,894)
Director
Sale of Fixed Assets 247,840 26,907,049
Interest received 8,451,303 5,688,329
Income from Long Term Investments 5,000 5,000
MA Teckchandani
Net Cash from/fused in) Investing Activities B (25,965,576) 7,838,484 Director

C. Cash Flow from Financing Activities:

Interest Paid (14,329,832) (13,126,175)
Hutoxi Bhesania
Repayment of Long Term Loans — (904,870) Company Secretary

Dividends Paid (Including Tax on Dividend) (122,349,602) (60,363,607) Mumbai: May 29, 2010
Increase In Fixed Deposits (Net) 34,817,000 8,549,000

Net Cash used in Financing Activities C (101,862,434) (65,845,652) AUDITORS' REPORT

Net Increase in Cash and Cash Equivalents A + B+ C 250,402,872 105,979,439
In terms of our report attached
Cash and Cash Equivalents at
the commencement of the year (i) 143,713,404 37,733,965 For DELOITTE HASKINS & SELLS
Cash and Cash Equivalents as at Chartered Accountants
the end of the year (Refer Schedule 9) (ii) 394,116,276 143,713,404

Net Increase in Cash and Cash Equivalents (ii) - (i) 250,402,872 105,979,439 K. K. Hiranandani
Partner
Previous year's figures have been regrouped wherever necessary to conform to this year's
classification,
Mumbai: May 29, 2010

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SCHEDU LES
SCHEDULE 1
As at Mar. 31, 2010 As at Mar. 31, 2009
Share Capital Rupees Rupees
AUTHORISED
10,000,000 Equity Shares of Rs. 10 each 100,000,000 100,000,000
(previous year: 10,000,000)
100,000,000 100,000,000

ISSUED AND SUBSCRIBED

5,287,815 Equity Shares of Rs. 10 each, fully paid-up,
(previous year: 5,287,815) of which 3,332,600 shares
were allotted as fully paid-up Bonus Shares by
capitalisation of General Reserve, Share Premium
Account, Capital Reserve-Central Subsidy Account
and Export Reserve Account (previous year: 3,332,600) 52,878,150 52,878,150
52,878,150 52,878,150

SCHEDULE 2
As at Mar. 31,2010 As at Mar. 31, 2009
Reserves and Surplus Rupees Rupees Rupees Rupees

GENERAL RESERVE
As per last Balance Sheet 100,030,634 55,030,634
Add: Transfer from Profit & Loss Account 50,000,000 45,000,000
150,030,634 100,030,634
SHARE PREMIUM ACCOUNT 24,924,537 24,924,537

PROFIT & LOSS ACCOUNT — BALANCE 161,211,591 89,471,864

336,166,762 214,427,035

SCHEDULE 3
As at Mar. 31,2010 As at Mar. 31, 2009
Unsecured Loans Rupees Rupees
FIXED DEPOSITS
From Directors 37,413,000 29,763,000
From Shareholders & Others 85,292,000 58,125,000
122,705,000 87,888,000

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SCHEDULES (continued)

SCHEDULE 4
As at Mar. 31,2010 As at Mar. 31, 2009
Deferred Tax - Net Liability Rupees Rupees Rupees Rupees
Deferred Tax Liabilities
On fiscal allowances on Fixed Assets 21,248,519 20,344,389
On other timing differences — 50,985
21,248,519 20,395,374
Less: Deferred Tax Assets
On employee separation and retirement 9,063,419 10,770,357
On provision for debts considered uncertain
of recovery 39,703 39,703
On other timing differences 2,976,188 1,598,809
12,079,310 12,408,869
Net Liability 9,169,209 7,986,505

SCHEDULE 5 Fixed Assets AT PAGE 18

SCHEDULE 6
As at Mar. 31,2010 As at Mar. 31, 2009
Investments (Long Term, at Cost) Rupees Rupees

Unquoted and Non-Trade

2,500 Shares of Rs. 10 each in Saraswat Co-op Bank Ltd. 25,000 25,000

100,000 Shares of Rs. 10 each in Janakalyan Sahakari

Bank Ltd. 1,000,000 1,000,000

1,025,000 1,025,000

SCHEDULE 7
As at Mar. 31, 2010 As at Mar. 31, 2009
Inventories (at lower ot cost and realisable value) Rupees Rupees
(i) Stores, Spares and Tools 4,195,400 4,272,124
(ii) Raw Materials 137,521,443 96,124,439
(hi) Packing Materials 5,006,736 4,173,200
(iv) Finished Goods 47,409,735 58,114,672
(v) Stock under process 117,405,280 92,039,182
311,538,594 254,723,617

SCHEDULE 8
As at Mar. 31,2010 As at Mar, 31,2009
Sundry Debtors Rupees Rupees
(Unsecured)
Debts outstanding for a period exceeding six months:
Considered good 1,320,215 2,336,452
Considered uncertain of recovery 116,808 116,808
1,437,023 2,453,260
Other Debts: Considered good 279,011,865 257,724,664
280,448,888 260,177,924
Less: Provision for debts considered uncertain of recovery 116,808 116,808
280,332,080 260,061,116

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SCHEDULES (continued)

SCHEDULE 9
As at Mar. 31,2010 As at Mar, 31, 2009
Cash and Bank Balances Rupees Rupees
(i) Cash on hand 579,846 893,953
(ii) Bank Balances with scheduled banks-on current accounts 27,171,430 20,601,667
- on deposit accounts 366,365,000 122,217,784
394,116,276 143,713,404

SCHEDULE 1 0
As ait Mar. 31,2010 As at Mar, 31,2009
Loans And Advances Rupees Rupees
(Unsecured & considered good)
Advances recoverable in cash or in kind or
for value to be received 51,677,157 50,852,919
Taxation payments (net of provision) 3,674,758 2,571,472
Balance with Central Excise (where payable on demand) 34,495 37,703
55,386,410 53,462,094

SCHEDULE 1 1
As at Mar. 31,2010 As at Mar. 31, 2009
Current Liabilities Rupees Rupees Rupees Rupees
Sundry Creditors:
Total outstanding dues of Micro Enterprises and
Small Enterprises (Note 8) 1,071,650 825,478
Total outstanding dues of creditors other than
Micro Enterprises and Small Enterprises 387,436,624 318,065,717
388,508,274 318,891,195
Unclaimed dividend * 4,176,137 2,796,155
Security Deposits & Earnest Money Deposits 22,406,675 20,560,200
Interest accrued but not due 7,408,824 4,685,278
422,499,910 346,932,828
* There is no amount due and outstanding as at
Balance Sheet date to be credited to Investor
Education and Protection Fund

SCHEDULE 12
As at Mar. 31,2010 As at Mar. 31,2009
Provisions Rupees Rupees
Provision for Income Tax (net of payments) — 7,825,845
Proposed Dividend 211,512,600 105,756,300
Provision for tax on Proposed Dividend 35,129,599 17,973,284
Provision for compensated absences 21,361,570 22,888,231
268,003,769 154,443,660

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SCHEDULE 5 GROSS BLOCK DEPRECIATION NET BLOCK

Fixed Assets As at Additions Sales/ As at As at Depre- Sales/ As at As at As at

(Figures in Rs.) April!, during Adjustments March 31, April!, elation/ Adjustments March 31, March 31, March 31,
2009 the year 2010 2009 Amortization 2010 2010 2009

Land
Leasehold 341,739 — — 341,739 116,366 10,777 — 127,143 214,596 225,373

Land
Freehold 200,000 — — 200,000 — — — — 200,000 200,000

Buildings * 87,353,722 — — 87,353,722 36,327,150 2,009,645 — 38,336,795 49,016,927 51,026,572

Plant &
Machinery 208,611,240 27,251,038 309,019 235,553,259 134,184,394 11,857,591 283,480 145,758,505 89,794,754 74,426,846

Furniture &
Fixtures 12,538,187 695,352 31,278 13,202,261 9,894,539 432,533 14,652 10,312,420 2,889,841 2,643,648

Office Equipment &

Appliances 30,776,654 2,687,097 1,877,425 31,586,326 21,089,319 1,865,962 1,629,843 21,325,438 10,260,888 9,687,335

Trade Mark 546,595 — — 546,595 546,595 — — 546,595 — —

Vehicles 7,894,421 — — 7,894,421 2,294,984 749,971 — 3,044,955 4,849,466 5,599,437

TOTAL 348,262,558 30,633,487 2,217,722 376,678,323 204,453,347 16,926,479 1,927,975 219,451,851 157,226,472 143,809,211

Previous year 330,242,122 25,897,259 7,876,823 348,262,558 191,202,533 16,592,330 3,341,516 204,453,347 143,809,211 139,039,589

Capital
Work-in-Progress** 7,761,736 11,797,968 11,797,968 7,761,736

TOTAL 356,024,294 388,476,291 169,024,440 151,570,947

Previous year 339,139,223 356,024,294 151,570,947

* Include shares in Co-operative Societies.

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

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SCHEDULES (continued)

SCHEDULE 13
For the year ended For the year ended
Mar. 31,2010 Mar. 31,2009
Income from Other Sources Rupees Rupees
Income from Long Term Investments (Non-Trade)
Dividend from Saraswat Co-operative Bank Ltd. 5,000 5,000
Interest : On Fixed Deposits with Banks (tax deducted at
source : Rs. 2,476,547; previous year Rs. 1,657,103) 21,393,690 8,092,713
: Others (tax deducted at source:
Rs. 8,549; previous year Rs. 8,526) 59,400 68,694
Profit on sale of fixed assets (net) — 22,371,742
Cash Discounts availed 8,724,726 2,235,405
Miscellaneous Income (includes export benefits
Rs. 6,378,834; previous year: Rs. 6,314,797) 6,897,899 8,687,275
37,080,715 41,460,829

SCHEDULE 14
For the year ended For the year ended
Mar. 31,2010 Mar. 31,2009
Materials Rupees Rupees Rupees Rupees
OPENING STOCK
Raw Materials 96,124,439 77,945,450
Stock under process 92,039,182 90,858,601
Finished Goods 58,114,672 92,130,935
246,278,293 260,934,986
Add: Purchase of Raw Materials 910,279,585 855,587,026
Purchase of Traded Goods-Cookware 209,971,593 215,120,591
1,120,251,178 1,070,707,617
Less: CLOSING STOCK
Raw Materials 137,521,443 96,124,439
Stock under process 117,405,280 92,039,182
Finished Goods 47,409,735 58,114,672
302,336,458 246,278,293
Excise Duty on lncrease/(Decrease) of Finished Goods (114,892) (3,407,363)
1,064,078,121 1,081,956,947
Note : Raw Materials include Components arid Packaging.

SCHEDULE 15
For the year ended For the year ended
Mar. 31, 2010 Mar. 31, 2009
Expenses Rupees Rupees Rupees Rupees
Sub-contracting 169,023,387 123,588,574
Consumption of Stores, Spares & Tools 19,037,574 20,848,709
Power & Fuel 37,029,421 34,113,768
Salaries, Wages and Bonus 289,565,065 270,067,108
Contribution to Provident Fund and Other Funds 28,178,285 26,682,122
Staff Welfare Expenses 15,769,659 15,464,919
Packing and Forwarding Charges 181,435,533 149,485,776
Rent 2,995,246 2,130,374
Insurance 453,382 602,875
Interest:
Fixed Loans 12,377,930 9,358,735
Others 4,761,653 4,332,791
17,139,583 13,691,526
Non-Executive Directors' Fees and Commission 6,800,566 3,547,844
Auditors' Remuneration (Note 1 0) 1,734,389 1,753,429
Repairs and Maintenance - Buildings 5,770,562 5,631,413
Repairs and Maintenance - Plant and Machinery 13,567,540 12,971,892
Repairs and Maintenance - Others 2,204,960 2,138,758
Advertising 115,115,296 97,322,026
Commission 26,311,451 19,149,063
Discount 243,105,552 196,051,792
Travelling & Conveyance 22,559,721 16,563,561
Dealer Conference Expenses 10,905,459 6,974,496
Bad Debts written off — 5,033,577
Less: Provision held — (5,033,577)

Rates & Taxes 4,800,203 4,970,801

Miscellaneous Expenses 45,942,542 47,059,075
1,259,445,376 1,070,809,901
Less: Expenditure Capitalised 6,471,335 6,657,208
1,252,974,041 1,064,152,693

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SCHEDULES (continued)

SCHEDULE 16

Significant Accounting Policies

a. Basis of preparation of accounts

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

b. Use of estimates
The preparation of the financial statements, in conformity with the generally accepted accounting principles, requires estimates and
assumptions to be made that affect the reported amounts of assets and liabilities on the date of the financial statements and the reported
amounts of revenues and expenses during the reporting period, Differences between actual results and estimates are recognised in the
period in which the results are known/materialized.
c. Sales
Sales includes excise duty and realized exchange fluctuations on export receivables.
d. Research and Development
Research and development costs (other than cost of fixed assets acquired) are charged as an expense in the year in which they are
incurred.
e. Employee Retirement Benefits
Defined Contribution Plan:
Contributions to Provident Fund and Superannuation Fund are charged to Profit and Loss Account as incurred.

Defined Benefit Plan/Long Term compensated absences:

Liability towards Gratuity and Long term compensated absences are determined by independent actuaries, using the projected unit credit
method. Actuarial gains and losses are recognised immediately as income or expense in the Profit and Loss Account. Obligation is measured
at the present value of estimated future cash flows using a discounted rate that is determined by reference to the market yields at the
Balance Sheet date on Government Bonds where the currency and terms of the Government Bonds are consistent with the currency and
estimated terms of the defined benefit obligation.
Provident Fund:
The Company's Provident Fund operates under exemption granted under Section 1 7( 1 )(a) of the Employees' Provident Funds and Miscellaneous
Provisions Act, 1952. Conditions for exemption stipulate that the employer shall make good deficiency, if any, in the interest rate declared by
the Trust as compared to the statutory limit. Having regard to the assets of the Fund and the return on investments, the Company does not
expect any deficiency in the foreseeable future.
f. Operating Lease
Assets taken on lease under which, all the risks and rewards of ownership are effectively retained by the lessor are classified as operating
leases. Lease payments under operating leases are recognised as expenses on accrual basis in accordance with the respective lease
agreements.
g. Fixed Assets
The gross block of fixed assets is stated at cost of acquisition or construction including any attributable cost of bringing the asset to its working
condition for its intended use,
h. Depreciation
Depreciation on Fixed Assets for the year has been provided:
(i) On all assets acquired and put to use upto September 30, 1985 on Written Down Value Method at the rates specified in Schedule XIV
to the Companies Act, 1956.
(ii) On all assets acquired and put to use on or after October 1, 1985 on Straight Line Method at the rates specified in Schedule XIV
to the Companies Act, 1956 except Product Display Stands on which depreciation has been provided on Straight Line Method at the
rate of 15%.
i. Inventories
Inventories are valued at lower of weighted average cost and estimated net realisable value. Stocks under process and Finished Goods
include costs of conversion and other costs incurred in bringing the inventories to their present location and condition.
j. Investments
Investments, all of which are long term, are stated at cost less provision, if any, for decline other than temporary in value of such investments.

k. Export Benefits
Duty benefits against exports are accounted for on accrual basis.
I. Foreign Currency Translations
Foreign currency monetary current assets and current liabilities are translated at rates ruling at the year end and exchange differences are
recognised in the Profit and Loss Account. In case of forward exchange contracts, the discount or premium between the forward rate and
the exchange rate at the date of the transaction is recognised as income or expense over the life of the contract.

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SCHEDULES (continued)

SCHEDULE 16 (continued)
m. Taxes on Income
Current tax is determined as the amount of tax payable in respect of taxable income for the period. Deferred tax is recognised, subject to
the consideration of prudence, on timing differences, being the difference between taxable income and accounting income, that originate
in one period and are capable of reversal in one or more subsequent periods. Deferred tax assets are not recognised on unabsorbed
depreciation and carry forward of losses unless there is a virtual certainty that sufficient future taxable income will be available against which
such deferred tax assets can be realised.
n. Contingent Liabilities
Contingent Liabilities are disclosed in the notes on accounts. Provision is made in the accounts if it becomes probable that an outflow of
resources embodying economic benefits will be required to settle the obligation.

Notes forming part of the Accounts

1. Estimated amount of contracts remaining to be executed on capital account not provided for is Rs. 12,765,293 (previous year:
Rs. 5,447,934).
2. The possession of 20 acres of land has been given to the Company by the Government of Punjab, as per the agreement, the conveyance
of which has yet to be finalised.
3. Claims against the Company not acknowledged as debts are gross Rs. 12,152,446 (previous year: Rs. 13,739,498), net of tax Rs. 8,643,998
(previous year: Rs. 11,342,101). These comprise:
(a) Excise Duty, Sales Tax and Indirect Taxes claims disputed by the Company relating to issues of applicability and classification aggregating
gross Rs. 10,204,778 (previous year: Rs. 12,892,166), net of tax Rs. 7,678,704 (previous year: Rs. 10,494,769).
(b) Income Tax claims disputed by the Company relating to allowability of certain expenses aggregating gross Rs. 965,924 (previous year:
Rs. 847,332), net of tax Rs. 965,924 (previous year: Rs. 847,332),
(c) Bills Discounted Rs. 981,744 (previous year: Rs. Nil)

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

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

For the year ended For the year ended

Mar. 31,2010 Mar. 31, 2009
Rupees Rupees Rupees Rupees
Profit Before Taxation as per Profit and Loss Account 558,764,630 293,507,430
Add:
Directors' Remuneration including Directors' Fees 27,143,396 21,460,829
Depreciation charged in the Accounts 16,926,479 16,592,330

44,069,875 38,053,159

Less:
Depreciation as per Section 350 of the Companies Act, 1956 16,738,289 16,404,140
Capital profit on sale of Fixed Assets 39,644 21,338,500
Debts written off against provision for debts considered
uncertain of recovery 5,033,577

16,777,933 42,776,217

27,291,942 (4,723,058)

Net Profit as per Section 309(5) 586,056,572 288,784,372

Commission payable to Executive Directors 14,895,605 10,107,453

Commission payable to Non-Executive Directors 5,860,566 2,887,844

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

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

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SCHEDULES (continued)

SCHEDULE 16 (continued)
8. The identification of vendors as a "Supplier" under the Micro, Small and Medium Enterprises Development Act, 2006 has been done on the
basis of information to the extent provided by the vendors to the Company, This has been relied upon by the auditors,

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

10. Auditors'Remuneration
For the year ended For the year ended
Mar. 31,2010 Mar. 31,2009
Rupees Rupees

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

Fees for other services 600,000 600,000

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

11. Earnings per share

For the year ended For the year ended

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

Earnings per share has been computed as under:

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

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

Earnings per share (Face value Rs. 10 per share)

— (basic and diluted) (a)/(b) 69.67 36.15

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

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

(a) Particulars in respect of goods manufactured/sold

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

Item Units Licensed Installed Actual

Capacity Capacity Production
per annum

Pressure Cookers Nos. Not 7,265,200 2,796,366

Applicable (7,265,200) (2,288,494)

Idli Stands Nos. Not 140,000 77,384

Applicable (140,000) (59,460)

(ii) Raw Materials Consumed

Inventories are valued at lower of weighted average cost and estimated net realisable value. Since the purchase price of certain
raw materials as on March 31, 2009 was lower than the weighted average cost of such materials, the said materials were valued
taking into account the market value of such materials. Had this not been done, the profit for the year ended March 31, 2009
would have been higher by Rs. 21,599,391/-.
For the year ended For the year ended
Mar. 31,2010 Mar. 31,2009
Quantity Value Quantity Value
(M. Tons) (Rupees) (M. Tons) (Rupees)
Aluminium 3,932 493,962,457 3,297 510,235,027
Others 374,920,124 327,173,010
868,882,581 837,408,037

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SCHEDULES (continued)

SCHEDULE 16 (continued)

Value of Raw Materials, Stores and Spares Consumed

Raw Materials Stores and Spares

Value (Rs.) % Value (Rs.)

Indigenous 868,882,581 100.0 19,037,574 100.0

(837,408,037) (100.0) (20,848,709) (100.0)

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

(iv) Opening/Closing Stock

Opening Stock Closing Stock
Item Quantity Value Quantity Value
(Numbers) (Rupees) (Numbers) (Rupees)

Pressure Cookers 34,794 24,320,481 38,383 22,362,398

(85,744) (46,947,357) (34,794) (24,320,481)

Idli Stands 6,465 692,440 6,333 601,612

(6,453) (712,024) (6,465) (692,440)

Cookware 61,000 19,183,360 25,264 9,468,687

(90,440) (34,777,249) (61,000) (19,183,360)

Others 13,918,391 14,977,038

(9,694,305) (13,918,391)

58,114,672 47,409,735
(92,130,935) (58,114,672)

(v) Turnover of goods

Turnover
Quantity Value
(Numbers) (Rupees)
Pressure Cookers 2,792,777 2,403,770,365
(2,339,444) (2,051,974,494)

Idli Stands 77,516 10,901,887

(59,448) (8,115,063)
Cookware 688,760 385,486,627
(641,349) (355,261,774)
Others 153,983,541
(131,226,134)

2,954,142,420
(2,546,577,465)

Turnover includes sales of 688,760 (numbers) Cookware (previous year: 641,349) against purchase of
653,024 (numbers) Cookware (previous year: 611,909).

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

(b) Expenditure and Earnings in Foreign Exchange

For the year ended For the year ended
Mar. 31, 2010 Mar. 31,2009
Rupees Rupees
Expenditure in Foreign Currency
Travelling, Advertising, Commission etc. 6,862,622 10,404,282
Earnings in Foreign Exchange
FOB Value of Exports 114,836,901 127,701,687
Others (freight etc.) 2,820,735 4,107,435

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SCHEDULES (continued)

SCHEDULE 16 (continued)
(c) Remittance in Foreign Currency on account of Dividends
to Non-resident shareholders
For the year ended For the year ended
Mar. 31, 2010 Mar. 31, 2009
— Number of shareholders 3 3
— Number of Equity shares 1,800 1,800
— Amount remitted (Rupees) 36,000 18,000
— Dividend in respect of year ended March 31 2009 2008

14. Related Party Disclosures:

1, Related Parties
(a) Individual having control and relatives:
Mr. Brahm Vasudeva Chairman
and relatives:
Mr. Neil Vasudeva
Mr. Nikhil Vasudeva
Ms. Anuradha S. Kharidelwal
Ms. Gitanjali V. Nevatia
Ms. Gayatri S. Yadav

(b) Key Management Personnel and their relatives:

Mr, S. Dutta Choudhury Vice-Chairman & Chief Executive Officer
Mr. K, Sundararaghavan Wholetime Director (up to April 15, 2009)
Mr. M, A. Teckchandani Wholetime Director
Mrs. Sonya Dutta Choudhury Relative
Mrs. S. M. Teckchandani Relative
Mrs. Prabha Raghavan Relative (up to April 15, 2009)

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

Individual having control and relatives Key Management Personnel and relatives

Mr. Brahm' Mr. Neil Mr. Nikhi! Others Mr. S. Durta Mr. M. A. Others
Vasudeva Vasudeva Vasudeva Choudhury Teckchandani
Rupees Rupees Rupees Rupees Rupees Rupees Rupees

(a) Remuneration 1,374,313 11,553,966 8,380,734 408,130

(2,297,160) (7,064,896) (5,433,524) (5,414,565)
(b) Directors' Fees and Commission 1,141,761
(561,307)
(c) Benefits provided to the Non-
Executive Chairman, as Advisor 121,089
(85,119)

(d) Dividend paid 36,668,640 7,600,640 7,600,640 7,300,480 1,000 24,680 2,000
(18,337,320) (3,800,320) (3,800,320) (3,650,240) (500) (12,340) (1,500)
(e) Fixed deposits repaid

(f) Fixed deposits accepted — 1,000,000 3,000,000 2,950,000 700,000

(—) (-) (—) H H
(g) Interest paid on Fixed deposits 3,205,621 623,854 25,020 189,094 203,764 80,962
(3,177,583) (565,858) (22,707)
(h) Rent received
(22,222) (—)
(i) Security deposit refunded
(8,000,000) (—)
Proceeds from sale of Fixed
Assets
(26,420,000) (—)
Balance as at March 31, 2010
Fixed deposits 29,763,000 5,550,000 200,000 3,000,000 2,950,000 700,000
(29,763,000) (4,550,000) -) (200,000)

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SCHEDULES (continued)

SCHEDULE 16 (continued)
15. Employee Defined Benefits:
Defined benefit plan - as per Actuarial valuation
Gratuity (Funded)
Mar. 31,2010 Mar. 31,2009
Expense recognised in the Statement of Profit and Loss
Account for the year ended
1. Current Service Cost 3,723,245 3,626,575
2. Interest 7,916,318 7,459,402
3. Expected Return on plan assets (8,628,786) (7,797,286)
4. Actuarial (Gain)/Loss 2,787,797 (2,700,852)
5. Total expense 5,798,574 587,839
Net Asset/jLiabilily) recognised in the Balance Sheet Mar. 31, 2008
1. Present Value of Defined Benefit Obligation as at
year end 105,925,634 98,953,970 93,242,526
2. Fair value of plan assets as at year end 100,622,248 90,155,362 75,880,260
3. Funded status Surplus/(Deficit) (5,303,386) (8,798,608) (17,362,266)
4. Net Asset/fLiability) as at year end (5,303,386) (8,798,608) (17,362,266)
Change in the obligation during the year ended
1. Present Value of Defined Benefit Obligation at the
beginning of the year 98,953,970 93,242,526
2. Current Service Cost 3,723,245 3,626,575
3. Interest 7,916,318 7,459,402
4. Actuarial (Gain)/Loss 2,787,797 (2,700,852)
5. Benefit payments (7,455,696) (2,673,681)
6. Present Value of Defined Benefit Obligation at the
end of the year 105,925,634 98,953,970
IV. Change in Fair Value of Assets during the year ended

Fair value of plan assets at the beginning of the

year 90,155,362 75,880,260
Expected Return on plan assets 8,628,786 7,797,286
Contributions by employer 9,293,796 9,151,497
Actual benefits paid (7,455,696) (2,673,681)
Fair value of plan assets at the end of the year 100,622,248 90,155,362
Actual return on plan assets 8,628,786 7,797,286
The major categories of plan assets as a percentage of
total plan
Funded with Life Insurance Corporation of India (LIC) 100% 100%
VI. Actuarial assumptions
1. Discount Rate 8% 8%
2. Expected rate of return on plan assets 9.40% 9.40%
3. In-service mortality LIC (1994-96) LIC (1994-96)
ultimate ultimate
4. Turnover rate 1% to 3% as per age 1 % to 3% as per age
5. Salary Escalation 4% 4%

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

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

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

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

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SCHEDULES (continued)

SCHEDULE 16 (continued)
Balance Sheet Abstract and Company's General Business Profile

I. REGISTRATION DETAILS
Registration No. State Code Balance Sheet Date
011304 Oil 31 03 2010
Date Month Year

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

Public Issue Rights Issue Bonus Issue Private Placement

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

Total Liabilities: 1,223,502 Total Assets: 1,223,502
Sources of Funds
Paid-up Capital: 52,878 Reserves & Surplus: 336,167
Secured Loans: — Unsecured Loans: 122,705
Net Deferred Tax Liability: 9,169
Application of Funds
Net Fixed Assets: 169,024 Investments: 1,025
Net Current Assets: 350,870 Miscellaneous Expenditure: —
Accumulated Losses: —

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

Turnover: 2,892,743 Total Expenditure: 2,333,978
(including income from other sources)
Profit Before Tax: 558,765 Profit After Tax: 368,382
Earnings Per Share in Rs.: 69,67 Dividend rate %: 400

V. GENERIC NAMES OF THREE PRINCIPAL PRODUCTS/SERVICES OF COMPANY (as per monetary terms)
Item Code No. 761519.11
(ITC Code)
Product PRESSURE COOKERS
Description
Item Code Nos. 761519.12
(ITC Code) 761519.13
Product
COOKWARE
Description
Item Code No. 761520.90
(ITC Code)
Product PARTS
Description

Signatures to Schedules 1 to 16

Brahm Vasudeva
L^
S< Dutta Choudhury B.K. Khare S.K. Diwanji
Chairman Vice-Chairman & Director Director
Chief Executive Officer

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Gen. V.N. Sharma (Retd.) J. M. Mukhi MA Teckchandani Hutoxi Bhesania
Director Director Director Company Secretary
Mumbai: May 29, 2010

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