Dear Members''
 
 The Directors have pleasure in presenting their 21st Annual Report on
 the business and operations of the Company for the year ended 31st
 March, 2012.
 
 1.  FINANCIAL RESULTS:
 
                                                        (Rs. In Lacs)
 
 Particulars                               31st March,   31st March, 
                                                  2012          2011
 
 Sales                                        22816.59          6.98
 
 Other Income                                    73.56          0.03
 
 Profit (Loss) before Depreciation             120.732         (2.16)
 
 Less : Depreciation                            165.44          0.00
 
 Net Profit/(Loss) before Tax                   741.95         (2.16)
 
 Less : Provision for Tax (MAT)                  57.44          0.00
 
 Less: Deferred Tax Liability                     0.00          0.00
 
 Profit/(Loss) after Tax                        694.52         (2.16)
 
 Appropriations
 
 Less: Proposed Dividend (10%)                   63.30          0 00
 
 Tax on proposed dividend                        10.27          0.00
 
 Amount Available for appropriation             620.95         (2.16)
 
 Provision For Income of Tax                      0.00          0.00
 earlier written back
 
 Balance Transferred to Profit &                620.95         (2.16) 
 Loss A/c
 
 
 2.  DIVIDEND:
 
 The Board of Directors of the Company recommends Dividend at the rate
 of 0.20 paisa per share (10%) on 31651970 Equity Shares of Rs.  21- per
 share amounting to Rs. 6330394/- to the shareholders, whose name
 appears in the Register of Members of the Company as on the record date
 i.e. 24th September. 2012.
 
 3.  SANCTION OF THE COMPOSITE SCHEME OF ARRANGEMENT AND AMALGAMATION
 
 The Hon''ble Bombay High Court by Order dated 13th April 2012 has
 sanctioned the Composite Scheme of Arrangement and Amalgamation of VHCL
 Industries Ltd with the Jhaveri Weldflux Limited w.e.f from 1st April
 2011. In terms of the said Sanctioned Scheme the name of the Jhaveri
 Weldflux Limited has also changed to VHCL Industries Ltd. Note No 25 of
 the Notes forming part of the Financial Statements give the salient
 features of the said Sanctioned Scheme.  Since the figures of the
 previous year of both Companies cannot be merged for the purpose of
 comparison due to the effect of the Amalgamation of the two Companies
 given in the Financial Statements for the year ended 31.03.2012, the
 previous year figures for the year ended 31.03.2011 have been given on
 standalone basis of Jhaveri Weldflux Limited only.
 
 4.  DIRECTORS:
 
 Shri Pankaj H. valia and Harshadrai Bosmia were appointed as Directors
 of the Company with effect from 17th November, 2011.
 
 Mr. Gaurav A. Sheth and Mr. Pankaj P. Jhaveri have resigned from the
 Board with effect from 2nd June. 2011. The Board places on record their
 appreciation for valuable service rendered by them to the Company
 during their tenure as Director of the Company.
 
 5.  AUDITORS :
 
 Mr. Hiteshkumar P. Shah, Chartered Accountant has expressed their
 unwillingness to be re- appointed as Statutory Auditors of the Company
 for the year 2012-13 in the forth coming Annual General Meeting, The
 Company has received consent letter from Sarda Soni Associates as
 chartered Accountant for their appointment as Statutory Auditor of the
 Company provided their appointment is approved by the Shareholders at
 the forth coming Annual General Meeting. M/s Sarda Soni Associates have
 also confirmed that their appointment, if made, will be with in the
 limits prescribe u/s 224 of the Companies Act, 1956
 
 AUDITOR''S REPORT :
 
 The observations made in the Auditor''s Report as regards accounting
 treatment for retirement benefits on cash basis, the Directors state
 that the Company has been consistently following cash basis for payment
 of retirement benefits to its employees.
 
 AUDIT COMMITTEE :
 
 The composition of Audit Committee is as given in the Report on
 Corporate Governance.
 
 SHAREHOLDERS''/INVESTOR GRIEVANCE COMMITTEE :
 
 The composition of Shareholders''/Investor Grievance Committee is as
 given in the Report on Corporate Governance.
 
 REPORT ON CORPORATE GOVERNANCE :
 
 Pursuant to Clause 49 of the Listing Agreement with the Stock
 Exchanges, a Management Discussion and Analysis Report and a Corporate
 Governance Report are made as a part of this Annual Report.
 
 A Certificate from the M/s. Hitesh kumar P. Shah. Chartered Accountants.
 regarding Compliance of the conditions of Corporate Governance as
 stipulated by Clause 49 of the Listing Agreement is attached to this
 report.
 
 DIRECTOR'' S RESPONSIBILITY STATEMENT
 
 Pursuant to Section 217 (2AA) of the Companies Act. 1956, the Directors
 confirm that:
 
 a) In the presentation of the Annual Accounts, the applicable
 Accounting Standards has been followed and no material departures
 except to the extent disclosed have been made from the same.
 
 b) the Directors had selected such Accounting policies and applied them
 consistently and 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 or loss
 of the Company for that period;
 
 c) the Directors had 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, and
 
 d) The Directors had prepared the Annual Accounts on a going concern
 basis.
 
 STATEMENTS OF PARTICULARS UNDER COMPANIES (DISCLOSURE OF PARTICULARS IN
 THE REPORT OF BOARD OF DIRECTORS) RULES, 1988
 
 Information in accordance with the provisions of Section 217(1) (e) of
 the Act read with the Companies (Disclosure of Particulars in the
 Report of Board of Directors) Rules, 1988, regarding Conservation of
 Energy, Technology Absorption and Foreign Exchange Earnings and Outgo
 is given in Annexure A.
 
 PUBLIC DEPOSITS
 
 The Company has not accepted any Public Deposits during the year under
 report.
 
 INSURANCE:
 
 The properties, stock, assets of your Company are adequately insured.
 
 PARTICULARS OF EMPLOYEES :
 
 The Company has no employee in the category specified under Section
 217(2A) of the Companies Act, 1956.
 
                                       For and on behalf of the Board
 
                                                                 Sd/-
                                                      Pankaj H. Valia
                                                           (CHAIRMAN)
 
 PLACE : Mumbai
 DATE  : 24th August, 2012