DHP India Ltd.

TO THE MEMBERS

Your Directors are pleased to present the Twenty-Sixth Annual Report on thebusiness and operations of the Company and the Audited Statement of Accounts for theFinancial Year ended 31st March 2017.

FINANCIAL HIGHLIGHTS :

The Board's Report shall prepared based on the standalone financial statements of theCompany for the year ended March 31 2017 is summarized below :-

( in Lacs)

DIVIDEND

Your Directors have recommended a dividend of 2/- per Equity Share (Previous year of2/- per Equity Shares) for the financial year ended March 31 2017 i.e. @20% of totalpaid-up equity share capital. The above dividend will be payable out of current year'sprofit of the Company. The dividend if approved by the shareholders will entail anout-flow of 72.21 lacs (inclusive of tax on dividend of 12.21 lacs).

TRANSFER OF RESERVES

The Company proposes to transfer 890.00 lacs to the general reserve out of the amountavailable for appropriation. The Reserves & Surplus thereafter will stand as on March31 2017 at 4172.09 lacs at a Book value of 149.07 per Equity Share.

RESULTS OF OPERATIONS AND THE STATE OF COMPANY'S AFFAIRS

Your Company's operation during the year was satisfactory. The total revenue during theyear was increased to 30.30% in comparison with its previous year similarly the profitbefore tax during the year was increased to 109.72% in comparison with its previous yearand profit after tax during the year was increased to 96.51% in comparison with itsprevious year. Your Directors continue to be of the opinion that high quality of productsand innovations in products as well as improvement in technology along with cost cuttingefforts will help your company to face this competition. The company is expected tocontinue to do well and improve further in the coming years.

a) Changes in Directors and Key Managerial Personnel.

During the year under review there are no changes in Directors & Key ManagerialPersonnel.

b) Proposed Changes in Directors and Key Managerial Personnel seeking approval ofensuing AGM

Mrs. Anjum Dhandhania ( DIN-00058506) a Non-Executive & Woman Director of theCompany retire by rotation at the ensuing Annual General Meeting and being eligible haveoffered herself for re-appointment and the same proposed in notice.

c) Declaration by an Independent Directors :

The Company has received declaration from all the Independent Directors(Non-Rotational) of the Company confirming that they meet the criteria of independence asper Section 149(6) of the Companies Act 2013.

d) Formal Annual Evaluation :

The Company has devised a Policy for performance evaluation of Independent DirectorsBoard Committees and Other individual Directors which includes criteria for performanceevaluation of the non-executive directors and executive directors. The Remuneration paidto Directors & Other Key Managerial Personnel are evaluated by the "Nominationand Remuneration Committee" of the Company on yearly basis.

e) Number of meetings of the Board of Directors :

Five meetings of the Board of Directors were held during the financial year 2016-17i.e. year ended 31/03/2017. For further details please refer report on CorporateGovernance of this Annual Report.

f) Policy of Directors' Appointment and Remuneration :

The current policy is to have an appropriate mix of executive and independent directorsto maintain the independence of the Board and separate its functions of governance andmanagement. As on March 31 2017 the Board consist of 6 members one of whom isnon-rotational executive director one of whom is executive (liable to retire byrotation) one of whom is woman (liable to retire by rotation) and rest three areindependent (non-rotational). The Board periodically evaluates the need for change in itscomposition and size.

The Company's policy on directors' appointment and remuneration and other mattersprovided in Section 178(3) of the Companies Act 2013 has been disclosed in the CorporateGovernance Report which forms part of the directors' report.

g) Familiarisation Programme for Independent Directors :

The Company proactively keeps its Directors informed of the activities of the Companyits management and operations and provides an overall industry perspective as well asissues being faced by the industry.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(3)(c) of the Companies Act 2013 readwith Section 134(5) of the Companies Act 2013 with respect to Directors' ResponsibilityStatement it is hereby confirmed that;

(i) in the preparation of the Annual Accounts for the financial year ended March 312017 the applicable accounting standards read with requirements set out under Schedule IIto the Companies Act 2013 have been followed and there are no material departures fromthe same;

(ii) the Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at March 31 2017 and the profit ofthe Company for the year ended on that date;

(iii) the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;

(iv) the Directors have prepared the accounts for the financial year ended March 312017 on a ‘going concern' basis.

(v) the Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively; and

(vi) the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.

MATERIAL CHANGES & COMMITMENTS

No material changes and commitments have occurred after the close of the year till thedate of this Report which affect the financial position of the Company.

SIGNIFICANT CHANGES

No significant changes and commitments have occurred after the close of the year tillthe date of this Report which affect the financial position of the Company.

INTERNAL FINANCIAL CONTROL AND THEIR ADEQUACY

The Board has adopted the policies and procedures for ensuring the orderly andefficient conduct of its business including adherence to the Company's policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and timely preparation of reliablefinancial disclosures. The details in respect of internal financial control and theiradequacy are included in the management Discussion & Analysis which forms part ofthis report. During the year such controls were tested and no reportable materialweakness in the design or operation were observed.

ESTABLISHMENT OF VIGIL MECHANISM

The Company has established a Vigil Mechanism that enables the Directors and Employeesto report genuine concerns. The Vigil Mechanism provides for ( a) adequate safeguardsagainst victimization of persons who use the Vigil Mechanism; and (b) direct access to theChairman of the Audit Committee of the Board of Director of the Company in appropriate orexceptional cases.

RISK MANAGEMENT

The Company manages monitors and reports on the principal risks and uncertainties thatcan impact its ability to achieve its strategic objectives. The Company evaluating the allrisks that the organization faces such as strategic financial credit market liquiditysecurity property IT legal regulatory reputational and other risks.

Statutory Auditors & their Statutory Audit Report

The existing & current Statutory Auditors M/s. NAVIN NAYAR & COMPANY CharteredAccountants (Firm Registration No. 3177117E) hold office until the ensuing TWENTY-SIXTHANNUAL GENERAL MEETING and thereafter he retire as per provision of the Companies Act2013.

The observations made in the Auditors' Report to the Members of the Company have beendealt with in the Notes to the Statement of Profit and Loss and the Balance Sheet in NotesNo. 1 to 25 of the Accounts. These are self explanatory and do not call for furthercomments. The Auditor's Report does not contain any qualification reservation or adverseremark.

Now as per requirement of Section 139(4) of the Companies Act 2013 read with Rule 6of the Companies (Audit and Auditors) Rules 2014 the Audit Committee & Boardproposed to appoint a New Statutory Auditors in place of existing who is retire atensuing Annual General Meeting. The New Statutory Auditors M/s. D Tiwari & AssociatesChartered Accountants (Firm Registration No. 328951E) have confirmed their eligibility tothe effect that their appointment if made would be within the prescribed limits underthe Companies Act 2013 and they are not disqualified for re-appointment proposed toappoint statutory audit of books of accounts of the Company for Financial Year 2017-18(from 01/04/2017 to 31/03/2018) on a remuneration to be mutually decided by the Board andthe Auditors.

Cost Auditors

The Board has appointed Mr. Kishore Majumdar Practicing Cost Accountant and Proprietorof M/s. K. MAJUMDAR & ASSOCIATES Cost Accountants for conducting Cost Audit for theFinancial Year 2016-17 (Year ended 31/03/2017) and also appointed for next Financial Year2017-18 as Cost Auditor subject to such approvals as may be applicable.

Secretarial Auditors & their Secretarial Audit Report

The Board has appointed Mr. Sushil Tiwari Practicing Company Secretaries andProprietor of M/s. SUSHIL TIWARI & ASSOCIATES Company Secretaries for conductingSecretarial Audit for the Financial Year 2016-17 ( Year ended 31/03/2017) and alsoappointed for next Financial Year 2017-18 as Secretarial Auditor. The Secretarial AuditReport for the financial year ended March 31 2017 is annexed in a separate reportnamely "Secretarial Audit Report" in Form No. MR-3. The Secretarial AuditReport does not contain any qualification reservation or adverse remark.

ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars relating to energy conservation technology absorption foreignexchange earnings and outgo as required to be disclosed under Section 134(3)(m) of theCompanies Act 2013 read with the Companies (Accounts) Rules 2014 are given in aseparate Annexure – "I" attached hereto and form part of the Report.

EXTRACT OF THE ANNUAL RETURN

The extract of the Annual Return as of March 31 2017 pursuant to the sub-section (3)of Section 92 of the Companies Act 2013 in Form No. MGT – 9 shall form partof the Board's Report given in a separate

Annexure – "II" attached hereto and form part of the Report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

During the year the Company formed a new committee named Corporate & SocialResponsibility Committee and adopt a CSR policy to be undertaken by the Company which hasbeen approved by the Board. The disclosure as per Rule 9 of Companies (Corporate SocialResponsibility Policy) Rules 2014 are given in a separate Annexure –"III" attached hereto and form part of the Report.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

As per the requirement of The Sexual Harassment of Women at Workplace ( PreventionProhibition & Redressal) Act 2013 and Rules made there under Company provides fordiversity and equal opportunities to all employees across the Company based on merit andability. The cultures of the Company ensure the aspects of work-life balance foremployees especially for women and are suitably addressed. During the year no complaintsof sexual harassment were received.

AUDIT COMMITTEE

The Audit Committee comprises Non-Executive & Independent Directors namely Mr.Buddhadeb Basu (Chairman) Non-Executive & Independent Director namely Dr. SubrataHaldar & Non-Executive & Independent Director namely Mr. Surajit Raha as otherMembers. All the recommendations made by the Audit Committee were accepted by the Board.

NOMINATION AND REMUNERATION COMMITTEE AND CSR COMMITTEE

The Nomination and Remuneration Committee comprises two Non-Executive IndependentDirector namely Mr. Buddhadeb Basu (Chairman) & Mr. Surajit Raha (Member) and oneNon-Executive & Woman Director Mrs. Anjum Dhandhania (Member). All the recommendationsmade by the Nomination and Remuneration Committee were accepted by the Board.

The Corporate & Social Responsibility (CSR) Committee comprises one Non-Executive& Independent Director namely Mr. Buddhadeb Basu (Chairman) one Executive Directornamely Mr. Asheesh Dabriwal (Member) and one Non-Executive & Independent Directornamely Mr. Surajit Raha (Members). All the recommendations made by the Corporate &Social Responsibility Committee were accepted by the Board.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186

During the year the Company have not paid any loans guarantees or made any investmentsreferred to Section 186 of the Companies Act 2013. The particulars of other loans giveninvestments made for the purpose of its business activities are provided in the standalonefinancial statement (please refer to Note No. 11 & 15 to the standalone financialstatement).

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All the contracts/arrangements/transactions entered by the Company during the financialyear with related parties were in the ordinary course of business and on arm's lengthbasis. During the year the Company had not entered into anycontract/arrangement/transaction with related parties which could be considered materialin accordance with the policy of the Company on materiality of related party transactionsthus the disclosure in prescribed Form No. AOC – 2 is not required as per thirdprovision of Section 188(1) of the Companies Act 2013. Your Directors draw attention ofthe members to Note No. 25.8 of the Financial Statement which sets out related partydisclosures as per Accounting Standards – 18.

PARTICULARS OF EMPLOYEES & MANAGERIAL REMUNERATION

Disclosures pertaining to remuneration and other details as required under Section197(12) of the Companies Act 2013 read with Rule 5(1) of the Companies (Appointment andRemuneration of Managerial personnel) Rules 2014 are provided in a separate Annexure– "IV" attached hereto and form part of the Report.

Particulars of employees pursuant to the provisions of Section 197(12) of the CompaniesAct 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 are NIL.

CORPORATE GOVERNANCE REPORT

The Report on Corporate Governance as stipulated under Regulation 15(2) and otherrelevant provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 for the year ended 31^st March 2017 as forms part of the Annual Reportand which has been set out in a separate report called "Corporate GovernanceReport" annexed herewith. The requisite Certificate from the Statutory Auditorsof the Company M/s. Navin Nayar & Co. Chartered Accountants confirming compliancewith the conditions of Corporate Governance as stipulated under the aforesaid Clause 49& Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 is also annexed to this Report.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review as stipulatedunder Regulation 15(2) and other relevant provisions of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 for the year ended 31^st March 2017is presented in a separate section forming part of the Annual Report called as ManagementDiscussion & Analysis Report" is annexed.

GENERAL

Your Directors state that no disclosures or reporting is required in respect of thefollowing items as there were no transactions on this items during the year under review :

1) Details relating to deposits covered under Chapter V of the Companies Act 2013.

2) Issue of equity shares with differential rights as to dividend voting or otherwise.

3) Issue of shares (including sweat equity shares) to employees of the Company underany scheme save and except ESOS referred to in this Report.

4) Neither the Managing Director nor the any Executive Director of the Company receiveany remuneration or commission from any of its subsidiaries.

5) No significant or material orders were passed by the regulators or courts ortribunal which impact the going concern status and Company's operation in future.

ACKNOWLEDGEMENT

Your Directors would like to express their sincere appreciation for the assistance andco-operation received from the Banks Government Authorities Customers Vendors andMembers during the year under review. Your Directors also wish to place on record theirdeep sense of appreciation for the committed services by the Company's executives staffand workers.

A. CONSERVATION OF ENERGY :

a) The Company has an on going study to identify and implement energy saving systems.For reducing the consumption of energy the Company has installed the Energy SavingFlameless Electrically operated Melting Furnace for Zinc to achieve reduction in energyinputs.

b) This will have an impact in reducing the consumption of Fuel and Power andconsequently the cost of production.

c) The required data with regard to conservation of energy is furnished below :-

Disclosure of particulars with respect to Conservation of Energy for the year ended31st March 2017

B. TECHNOLOGY ABSORPTION : The required information is furnished as below :-

1. Specific areas in which R & D proposed to be carried out by the Company :None

2. Benefit derived as result of above R & D : Not Applicable

3. Future plan of action : Not Applicable.

4. Expenditure on R & D : ( In Lacs )

1. Efforts in brief made towards technology absorption adaptation &innovation :

Continuous efforts are being made towards improvements in the existing productionprocess.

2. Benefit derived as a result of the above efforts :

The Company is successful in improving and maintaining the quality of its product.

(a) Activity relating to export initiatives taken to increase exports; development ofnew export markets for products; and export plans :

The net exports of the Company has been increased from 3183.19 lacs to 3981.34 lacsduring the year. The Company is expanding its production capacity to emerge as a leadingexporter of our product. The Company is ISO 9001 : 2008 certified.

The above details have been given under Notes No. 25.3 to 25.5 of Notes to FinancialStatements.