The Directors have pleasure in presenting the 24th Annual Report of
 the Company and the Audited statement of accounts for the year ended
 31st March, 2012.
 
 01.  FINANCIAL RESULTS:
 
                                                    (Amount in Rs.)
 
                                         Financial       Financial
                                         year ended     year ended
                                         31.03.2012     31.03.2011
 
 a]  Sales & Other Income                 498383137      535572461
 
 b)  Profit before interest,
     Depreciation & Tax                    57570788       55501577
 
 c)  Less: - Interest and Finance Charges  14785074       11172831    
     Depreciation                           8574334        7686261
 
 d)  Profit before Tax                     34211380       36642485
 
 e)  Less : Provision for Tax Current  
     year                                  11500000       12000000
 
 f)  Less : Deferred Tax
     Liabilities                            1539534         500000
 
 g)  Less : Income Tax earlier year          728145        2468360
 
 h)  Profit after Tax                      20443701       21674125
 
 i)  Profit brought forward from previous
     year                                   2053353        4114439
 
 j)  Profit available for appropriations   22497054       25788564
 
 k)  Transferred to General Reserve        15000000       20000000
 
 I)  Proposed Dividend                      3203200        3203200
 
 m)  Provision for Dividend Distribution
     Tax                                     519639         532011
 
 n)  Balance carried to Balance Sheet       3774215        2053353
 
 02.  DIVIDEND:
 
 Your Directors are pleased to recommend Dividend at the rate of Rs.1/-
 Per share( previousy ear Rs. 1- per share) for the year ended 31st
 March, 2012 subject to approval of the members in the ensuing Annual
 General Meeting .
 
 03.  OPERATIONS:
 
 During the year under review, the sales & other Income of Company
 decreased from Rs.5355.72 lacs to Rs. 4983.83 lacs slightly due to
 overall recession in the market & due to above, profit after Tax of the
 Company for the year under review has also decreased slightly from Rs.
 216.74 lacs to 204.44 lacs.
 
 04.  FUTURE OUTLOOK:
 
 The growth outlook for the Indian economy in the near term remains
 positive on account of inter-alia, the following factors: (a)
 expectations that the industrial sector would remain buoyant; (b)
 increase in corporate sales and profitability; (c) pick-up in order
 books and capacity utilization as per different survey results; (d)
 turnaround in exports with improving global conditions; (e) pick-up in
 lead services indicators for transportation, telecommunication and
 construction and;(f) revival in credit demand from the private sector.
 
 05.  DIRECTORS:
 
 Shri Manohar Singh Jain and Shri N.Chakraborty, retire by rotation and
 being eligible, offers themselves for re-appointment. Mr. Vishwanathan
 Iyer has been appointed as Executive Director of the Company.
 
 06.  DIRECTORS'' RESPONSIBILITY STATEMENT :
 
 As stipulated in section 217 (2AA) of Companies Act,1956, your
 Directors subscribe to the Directors'' Responsibility Statement and
 confirm as under:
 
 i) that in the preparation of the annual accounts, the applicable
 accounting standards have been followed alongwith proper explanation
 relating to material departures;
 
 ii) that 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;
 
 iii) that the Directors have taken proper and sufficient care of the
 maintenance of adequate accounting records in accordance with the
 provisionof this Act for safeguarding the assets of the company and for
 preventing and detecting fraud and other irregularities;
 
 iv) that the Directors have prepared the annual accounts on going
 concern basis.
 
 07.  PUBLIC DEPOSIT:
 
 During the year under review, your company has neither invited nor
 accepted any deposit under the provisions of Section 58-A of the
 Companies Act, 1956 and rules made there under.
 
 08.  PERSONNEL:
 
 No employee is in receipt of remuneration exceeding the limits set out
 under section 217 (2A) of the Companies Act, 1956.
 
 09.  AUDITORS:
 
 The Auditors M/s. Mahaveer M. Jain & Company, Chartered Accountants,
 Indore shall cease to hold office at the end of the ensuing Annual
 General Meeting and being eligible offers themselves for re-
 appointment.
 
 10.  CORPORATE GOVERNANCE :
 
 Your Company has taken adequate steps to ensure that all mandatory
 provisions of Corporate Governance as provided in the Listing
 Agreement of the Stock Exchanges with whom the Company''s shares are
 listed, are duly complied with. A Detailed report on Corporate
 Governance and a certificate from the Auditor of the Company regarding
 Compliance of conditions of Corporate Governance as required under
 Clause 49 of the Listing agreement is attached to this report.
 
 11.  ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FORBGN EXCHANGE :
 
 Information in accordance with the provisions of Section 217 (1)(e) of
 the Companies Act, 1956 read with the Companies (Disclosures of
 Particulars in the Report of Board of Director) Rules, 1988 is given in
 the Annexure forming part of this report.
 
 12.  INDUSTRIAL RELATIONS :
 
 Industrial relations of the Company remained cordial during the year.
 
 13.  SUBSIDIARY COMPANY :
 
 M/s. Dimart Engineering Pvt. Ltd. is subsidiary of your Company. The
 business operations of the said companies have not been commenced.
 
 The Statement pursuant to Sector 212 of the Companies Act, 1956, in
 respect of the Subsidiary Company, is separately annexed and forms part
 of the Annual Report.
 
 14.  CONSOLIDATED FINANCIAL STATEMENTS:
 
 The Directors also present the audited consolidated financial
 statements incorporating the duly audited financial statements of the
 subsidiary, viz M/s. Dimart Engineering Pvt. Ltd. and as prepared in
 compliance with the accounting standards and listing agreement.
 
 15 ACKNOWLEDGEMENT:
 
 We wish to acknowledge the understanding & support and the services of
 the workers, staff and executives of the Company, who have largely
 contributed to the efficient operations & management of the operations
 of the Company.
 
 Your Directors also wish to place on record the valuable co-operation &
 support received from the Bankers and Financial Institutions.
 
 We would also like to express thanks to our Shareholders for their
 confidence and understanding.
 
 Regd Office                         For and On behalf of the Board
 
 111, Sector-B
 
 Sanwer Road
 
 INDORE-452015 (M.P.)                           RAJENDRA SINGH JAIN
 
 DATED : 25/08/2012                              (MANAGING DIRECTOR)