Home  »  Company  »  Artech Power & Trad  »  Quotes  »  Directors Report
Enter the first few characters of Company and click 'Go'

Directors Report of Artech Power & Trading Ltd.

Mar 31, 2015

Dear Members,

The Directors are pleased to present their Twenty Six Annual Report and the Audited Statement of Accounts for the year ended 31st March, 2015.

1. Financial Results: (Amount in INR) Particulars FY 2014-15 FY 2013-14

Revenue from operations 0.00 0.00

Other Income 0.00 0.00

Total expenses (3,482,854.00) (462,858.00)

Profit/(Loss) before tax (3,482,854.00) (462,858.00)

2. Performance:

The operations of the Company during the year under review remained passive. The Company has no operative income during the year and has incurred loss of Rs. 3,482,854/-

3. Dividend:

Due to losses, the director do not propose any dividend for the financial year.

4. Issue of Shares:

During the year under review, the Company had applied for reduction of share capital. The Kerala High Court had passed the order for reduction of capital on 23rd July, 2014. Pursuant to the capital reduction order passed by Kerala High Court, the capital of the Company was reduced from Rs.37,743,000/- to Rs. 1,887,150/-.

During the year under review, your Company has successfully allotted 14,650,000 (One Crore Forty Six Lacs Fifty Thousand) equity shares of Rs. 10/- each through Preferential Allotment and raised an amount of Rs. 146,500,000/- Cr. (Rupees Fourteen Crore Sixty Five Lakhs Only)

The proceeds received through the preferential issue were utilised for the purpose for which it was raised. Consequent to the above allotment, the paid up value of equity share capital of the Company stands increased from Rs. 1,887,150 Cr. to Rs. 148,387,150 Cr.

5. Risk Management Policy:

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. The Company's internal control systems are commensurate with the nature of its business and the size and complexity of its operations. These are routinely tested and certified by Statutory as well as Internal Auditors.

6. Internal Financial Controls with reference to Financial Statements:

The Company has in place adequate internal control with reference to financial statements. The Board has adopted the policy and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company's policies, safeguarding of its assets, the prevention and detection of errors and fraud, the accuracy and completeness of the accounting records.

7. Directors' Responsibility Statement:

Pursuant to Section 134(3)(c) of the Companies Act, 2013, your directors confirm that:

a) in the preparation of the annual accounts for the year ended March 31, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) such accounting policies have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2015 and of the loss of the Company for the year ended on that date;

c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the annual financial statements have been prepared on a going concern basis;

e) proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.

f) systems to ensure compliance with the provisions of all the laws were in place were adequate and operating effectively

8. Directors and Key Managerial Personnel:

During the year under review, the changes that occurred in the composition of the Board are as follows:

a) In accordance with the provision of Sec 149 & Sec 161 of the Companies Act, 2013, Mr. Rikenkumar Vira (DIN: 06713042) was appointed as an Additional Director w.e.f. 5th September, 2014 and will hold office until the conclusion of the ensuing Annual General Meeting and being eligible offers himself for re-appointment

b) In accordance with the provision of Sec 149(10) & (11) and other applicable provisions, if any, of

the Companies Act, 2013, Mr. Neerav Shah (DIN: 07090395) was appointed as an additional Director w.e.f. 22nd April, 2015 and will hold office until the conclusion of the ensuing Annual General Meeting. Your Directors propose him for appointment in terms of the said regulations for a term of five years.

c) Mr. Bhadresh Mehta (Din: 01206174), Mr. Parth Mehta (Din: 01802821) were appointed as an Additional Director w.e.f. 14th February, 2015 and resigned from the Board on 10th August, 2015.

d) Ms. Heena Mehta (Din: 00655763) has been appointed as an Additional Women Director w.e.f. 31st March, 2015 and resigned from the Board on 10th August, 2015.

e) Mr. Anup S Mundhra (DIN- 0637933), Mr. Jignesh J Dave (DIN- 06379141) Mr. Nirmal Kumar Tiwari (DIN- 05233717) Mr. Vikram K Sakaria (DIN-05236323) resigned from the Board on 10th August, 2015.

f) In accordance with the provision of Sec 149(10) & (11) and other applicable provisions, if any, of the Companies Act, 2013, Mr. Ankit Karani (DIN: 07271899) & Mr. Hiren Pasad (DIN 07106085) were appointed as an additional Director w.e.f. 10th August, 2015 and will hold office until the conclusion of the ensuing Annual General Meeting. Your Directors propose both of them for appointment in terms of the said regulations for a term of five years.

The following changes took place in the key managerial persons:

a) Ms. Omesh Bohra has been appointed as Company Secretary & Key Managerial Person under the provision of Sec 203 of the Companies Act, 2013 w.e.f. 8th April, 2015.

b) Ms. Sulakshana Sachin Pawar has been appointed as Chief Finance Officer (CFO) of the Company w.e.f. 24th June, 2015.

c) Mr. Nirmal K Tiwari resigned from the post of Managing Director on 10th August, 2015.

d) Mr. Abhishek Jain has been appointed as Managing Director of the Company w.e.f 10th August, 2015

None of the Directors are disqualified for being appointed as the Director of the Company in terms of Section 164 of the Companies Act, 2013. The Company has received declarations from Independent Directors of the Company stating that they have meet criteria of independence as mentioned under Section 149(6) of the Companies Act, 2013.

Performance Evaluation of the Board, Committees and Director

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an evaluation of its own performance, performance of Individual Directors and the working of its Committees.

The Director made a self-assessment of their effectiveness in terms of attendance, contribution at Meetings and guidance/support extended to the Management outside Board/ Committee Meetings. The feedback received from the Directors was discussed and reviewed by the Independent Directors and also shared with Nomination and Remuneration Committee.

Number of Meetings of the Board:

A calendar of meeting is prepared and circulated in advance.

During the year under review, nine meeting of the board of Directors were conveyed. The details of which are given in the Corporate Governance Report. The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013.

Committee of the Board:

The details of the Board committees are available in the report on corporate governance that forms part of this Annual Report.

9. Details of establishment of vigil mechanism for director and employees:

The Company had adopted a Whistle Blower Policy ("the Policy") as required under Section 177(9) of the Companies Act, 2013 and Clause 49 of the Listing Agreement. The Policy has been formulated with a view to provide a mechanism for directors and employees of the Company to approach the Ethics Counsellor/Chairman of the Audit Committee of the Company in case of any concern. The Whistle Blower Policy may be accessed on the Company's website at the link: www.artechpower.com

10. Contracts and Arrangements with Related Parties:

During the year under review, the Company has not entered into any contract/arrangement /transaction with related parties. The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company's website at the link: www.artechpower.com

11. Particulars of Loans given, Investments made, Guarantees given and Securities provided:

There were no loans, guarantees and investments made by the company under Section 186 of the Companies Act, 2013 during the year under review.

12. Particulars of Employees:

During the year under review, there are no employees who comes within the purview of Section 134 (3)(q) of the Companies Act, 2013 read with Rule 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

13. Statutory Auditor:

M/s Vishvesh A. Shah & Co. were appointed as Statutory Auditors of the Company to hold office from the conclusion of the 25th Annual general meeting (AGM) until the conclusion of AGM to be held in the year 2018, subject to ratification at every AGM.

The retiring auditors have furnished their eligibility certificate u/s 139 of the Companies Act, 2013 and rules famed thereunder. The Auditors' Report does not contain any qualification, reservation or adverse remark.

14. Secretarial Auditor:

M/s. Mihen Halani & Associates, the Practicing Company Secretaries were appointed as Secretarial Auditor to undertake Secretarial Audit of the Company for the year 2014-15. Their Secretarial Audit Report, in prescribed From No. MR-3, is annexed herewith as Annexure "A" to this report.

The Secretarial Audit Report does not contain any qualification reservation or adverse remark.

15. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings & Outgo:

The information as required under Section 134(3)(m) of the Companies Act,2013 with respect to conservation of energy, technology absorption and foreign exchange earnings and outgo is not applicable for the year under review as the Company was closed down and there were no production activities.

16. Extract of Annual Return:

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as "Annexure B" to this report.

17. Corporate Governance:

The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI. The report on Corporate Governance as stipulated under the Listing Agreement forms an integral part of this Report and is annexed herewith as Annexure "C" to this report. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of corporate governance to the report on Corporate Governance.

18. Management Discussion and Analysis Report:

In compliance with the requirements of listing agreement, a detailed Management Discussion & Analysis Report is annexed herewith as Annexure "D" to this report.

19. General:

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

a. Details relating to deposits covered under V of the Companies Act, 2013.

b. Issue of equity shares with differential right as to dividend, voting or otherwise.

c. Issue of Shares (Including sweat equity shares) to employees of the Company under any scheme save and except ESOS referred to in this Report.

d. Neither the Managing Director nor the Whole-time Director of the Company receive any remuneration or commission.

e. No significant or material order were passed by the regulators or courts or tribunals which impact the going concern status and the Company's operation in future.

f. There were no cases filed pursuant to the Sexual Harassment of Women at Workplace Prevention, Prohibition and Redressal) Act, 2013.

g. The provision of Corporate Social Responsibility are not applicable to the Company.

h. Change of Registered Office:

The Company has shifted its registered office within the local limits of the city through circular resolution from Anitha, Second Floor, S A Road, Elamkulam, Cochin, Kerala-682020 to 53/333E, Top Floor, Arden IVY Court, Opp. Reliance Fresh, off. S. C. Bose Road, Vyttila, P.O., Cochin, Ernakulum, Kerala 682 019 with effect from 7th August, 2015.

Further, the company has obtained members approval through postal ballot for shifting registered office from the state of Kerala to state of Maharashtra.

i. Change in the Object of Company:

The company has obtained members approval through postal ballot for insertion of new objects in the memorandum of association of the Company.

j. Change in name of the Company:

The name of the Company has been changed from Artech Power Products Limited to Artech Power & Trading Limited with effect from August 10, 2015 pursuant to approval received from the Registrar of Companies, Kerala and issue of fresh certificate of incorporation upon change of the name.

20. Acknowledgement:

Your Directors would like to express their sincere appreciation for the assistance and co-operation received from the customers, vendors and members during the year under review. Your directors also wish to place on record their deep sense of appreciation for the committed services by the Company's executives, staff and workers.

For ARTECH POWER & TRADING LIMITED (Formerly Known as Artech Power Products Limited)

Sd/- RIKENKUMAR VIRA Place: Mumbai Director Date: August 14, 2015


Mar 31, 2014

Dear Members,

The Directors hereby present this 25th Annual report on the activities and current status of the Company together with the audited statement of accounts for the year ended 31st March 2014.

FINANCIAL RESULTS : (Amount in INR)

Particulars FY 2013-14 FY 2012-13

Revenue from operations 0.00 10,000.00

Other Income 0.00 0.00

Total expenses (462,858.00) 386,644.00

Net Profit/ Loss (462,858.00) (376,644.00)

Dividend :

Due to losses, the directors do not propose any dividend for the accounting year ended 31st March 2014.

Operations of the Company:

The operations of the Company during the year under review, in the absence of any assets and capital, remained passive.

Material Changes & Commitments since the Last AGM :

Directors:

Mr. Vikramkumar Sakaria, Director of the company is retiring by rotation and being eligible, offered himself for reappointment. Board recommends his reappointment.

Mr Anup S. Mundhra and Mr. Jignesh J. Dave, directors of the Company, are being appointed as independent directors for three consecutive years for a term upto the conclusion of the 28th Annual General Meeting of Company in the 2017, as per provisions of Section 149 and other applicable provisions of the Companies Act 2013.

Necessary resolutions for the appointment /re-appointment of the aforesaid directors have been included in the notice convening the ensuing AGM and details of the proposal for appointment / re-appointment are mentioned in the explanatory statement of the notice. Your directors commend their appointment / re-appointment.

All the directors of the Company have confirmed that they are not disqualified from being appointed as directors in terms of Section 274(1 )(g) of the Companies Act, 1956.

Listing:

Equity Shares of the company are listed on the Cochin, Bombay, Delhi and Chennai Stock Exchanges. Company''s shares had been suspended from trading due to nonpayment of dues and various non-compliances by Cochin, Delhi and Chennai stock exchanges. Company is in process of making payments and filing of necessary compliances with these exchanges and will be complied with in short time. Presently, company''s shares are being traded on BSE Limited.

The Status of ESI, PF, TDS and Sales Tax :

During the year under review, there were no operations and no factory employees and there are no outstanding dues on these accounts.

Statutory Disclosures:

Public deposits:

The Company has not accepted any deposits from the public within the meaning of Section 58 A of the Companies Act, 1956 and Rules made there under during the year ended on 31st March, 2014.

Auditor and Auditors Report:

M/s. Vishves A. Shah & Co., Chartered Accountants, statutory auditors of the Company having registration number 121356W retire at the ensuing AGM and are eligible for re-appointment. The Company has received a certificate from the statutory auditors to the effect that their re-appointment, if made, would be within the limits prescribed.

The Notes on Financial Statements referred to in the Auditors'' Report are self-explanatory and do not call for any further comments.

Disclosure of Particulars of employees :

There are no employees who are in receipt of salary in excess of the limits prescribed under Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended by Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules 1988.

Conservation of Energy, Technology absorption, Foreign Exchange earnings and outgo :

The information as required under Section 217 (i) (e) of the Companies Act, 1956 read with the Companies (Directors particulars in the Report of the Board of Directors) Rules 1988, with respect to conservation of energy, technology absorption and foreign exchange earnings and outgo is not applicable for the year under review as the company was closed down and there were no production activities.

Directors'' Responsibility Statement:

Pursuant to the requirements under Section 217 (2AA) of the Companies Act, 1956 with respect to Directors'' Responsibility Statement, it is hereby confirmed:

i) That in the preparation of the annual accounts, the applicable accounting standards had been followed along with the proper explanation relating to material departures applicable to accounting standards;

ii) That the Directors had 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 the profit & loss of the Company for that period;

iii) Proper and sufficient care were taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) The annual accounts have been prepared on a going concern basis. Secretarial Compliance Certificate :

In compliance of the provision of section 383 A of the companies Act, 1956 the board is pleased to enclosed the secretarial compliance report of Practicing Company Secretaries for the year 2013-2014 as part of this Directors report.

Corporate Governance:

As per Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section on Corporate Governance together with a certificate from the Company''s Auditors confirming compliance there to is set out in the Annexure forming part of this report.

Management Discussion & Analysis :

The Management Discussion and Analysis Report is attached herewith and forms part of the Director Report.

Acknowledgement:

Your Directors thank M/s. Federal Bank, Girinagar Branch, Emaku/am and Ashram Road Branch, Ahmedabad with whom the Company maintains the current account. Your Directors also thank all the employees and associates of the Company. Your Directors also thank the Auditors of the Company and the Practicing Company Secretary for their functional advises and services. The moral support given by all our shareholders of the Company during all previous years without which the company would not have revived and for their continued patronage to your Directors during the year under review.

By order of the Board

For Artech Power Products Ltd

Place : Cochin Nirmalkumar Tiwari

Date: 30.05.2014 Chairman


Mar 31, 2013

To the Members,

The Directors hereby present this 24th Annual report on the activities and current status of the Company together with the audited statement of accounts for the year ended 31s1 March 2013.

Financial Results

(Amount in Rs.)

Particulars FY 2012-13 FY 2011-12

Revenue from operations 10,000.00 385,500.00

Other Income 0.00 17,000.00

Total expenses 386,644.00 1,382,627.00

Net Profit/Loss (376,644.00) (980,127.00)

Dividend

As the Company has not earned enough profits from operations, the directors do not propose any dividend for the accounting year ended 31s1 March 2013.

Operations of the Company:

The operations of the Company during the year under review, in the absence of any assets and capital, remained passive.

Material Changes & Commitments since the Last AGM: Change in Directors:

Mr. Vijyan IV and Mr. Repsy Vijyan ceased to be Directors of the company w.e.f. 05.11.2012.

Mr. Nirmalkumar Tiwari And Mr. Vikramkumar Sakaria, Director of the company are retiring by rotation and being eligible, offered themselves for reappointment. Board recommends their reappointment. All other Directors continue to hold their office.

Listing:

Equity Shares of the company are listed on the Cochin, Bombay, Delhi and Chennai Stock Exchanges. Company''s shares had been suspended from trading due to nonpayment of dues and various non-compliances by Cochin, Delhi and Chennai stock exchanges. Company is in process of making payments and filing of necessary compliances with these exchanges and will be complied with in short time. Presently, company''s shares are being traded on BSE Limited.

The Status of ESI, PF, TDS and Sales Tax:

During the year under review, there were no operations and no factory employees and there are no outstanding dues on these accounts.

Statutory Disclosures Public deposits

The Company has not accepted any deposits from the public within the meaning of Section 56 A of the Companies Act, 1956 and Rules made there under during the year ended on 31M March, 2013.

Auditors

M/s. G Joseph & Associates, Chartered Accountants, with Firm Registration No. 00631 OS who are the statutory Auditors of the Company hold office, in accordance with the provisions of the Companies Act, 1956 up to the conclusion of the ensuing Annual General Meeting and have shown their unwillingness to continue as Auditor of the company for the next year due to their busy schedule. Board of Directors recommend to appoint M/s Vishves A. Shah & Co. Chartered Accountants as statutory Auditors of the company upto the conclusion of the next annual general meeting. The Company has received letter from M/s Vishves Shah & Co., Chartered Accountants, to the effect that their reappointment, if made, would be within the prescribed limits under Section 224(1B) of the Companies Act, 1956 and that they are not disqualified for reappointment within the meaning of Section 226 of the said Act

Disclosure of Particulars of employees:

There are no employees who are in receipt of salary in excess of the limits prescribed under Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended by Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules 1988.

Conservation of Energy, Technology absorption, Foreign Exchange earnings and outgo:

The information as required under Section 217 (i) (e) of the Companies Act, 1956 read with the Companies (Directors particulars in the Report of the Board of Directors) Rules 1988, with respect to conservation of energy, technology absorption and foreign exchange earnings and outgo is not applicable for the year under review as the company was closed down and there were no production activities.

Directors'' Responsibility Statement

Pursuant to the requirements under Section 217 (2AA) of the Companies Act, 1956 with respect to Directors'' Responsibility Statement, it is hereby confirmed:

i) That in the preparation of the annual accounts, the applicable accounting standards had been followed along with the proper explanation relating to material departures applicable to accounting standards except non compliance of accounting standards 2, 4,6,10 and 15 as the company was closed down and there were no production and commercial activities;

ii) That the Directors had 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 the profit & loss of the Company for that period;

iii) Proper and sufficient care were taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) The annual accounts have been prepared on a going concern basis.

Secretarial Compliance Certificate;

In compliance of the provision of section 383 A of the companies Act, 1956 the board is pleased to enclose the secretarial compliance report of Practicing Company Secretaries for the year 2012-2013 as part of this Directors report.

Corporate Governance:

As per Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section on Corporate Governance together with a certificate from the Company''s Auditors confirming compliance there to is set out in the Annexure forming part of this report.

Management Discussion & Analysis :

The Management Discussion and Analysis Report is attached herewith and forms part of the Director Report.

Acknowledgement

Your Directors thank M/s. Federal Bank.Girinagar Branch, Emakulam with whom the Company maintains the current account. Your Directors also thank all the employees and associates of the Company. Your Directors also thank the Auditors of the Company and the Practicing Company Secretary for their functional advises and services. The moral support given by all our shareholders of the Company during all previous years without which the company would not have revived and for their continued patronage to your Directors during the year under review.

By order of the Board For Artech Power Products Ltd.



Place: Cochin Nirmalkumar Tiwari Date: 30.05.2013 Chairman


Mar 31, 2012

To the Members,

The Directors hereby present this 23rd Annual report on the activities and current status of the Company together with the audited statement of accounts for the year ended 31st March 2012.

Financial Results (Amount in Rs.)

Particulars FY 2011-12 FY 2010-11

Revenue from operations 385,500.00 888,000.00

Other Income 17,000.00 582,492.00

Total expenses 1,382,627.00 1,104,397.10

Net Profit/ Loss (980,127.00) 366,094.90

Dividend

As the Company has not earned enough profits from operations, the directors do not propose any dividend for the accounting year ended 31st March 2012.

Operations of the Company:

The operations of the Company during the year under review, in the absence of any assets and capital, remained passive.

Material Changes & Commitments since the Last AGM:

Since the last AGM, following material changes has been made:

- Acquisition of Promoters'' Shareholding:

After settlement of all the liabilities of the Company by sale of assets, the Board of Directors were looking for any possible opportunity from any potential group who could associate with this Company for a take over or merger or amalgamation so as to be mutually beneficial in the interest of all our share holders. These efforts have been successful and new management has taken over entire shareholding of the Promoters by making an open offer. Subsequently, there is a change in the management control of the Company.

- Change in Directors:

Mr. Sudhir Menon & Mr Pathrose Pankappally are retiring by rotation and do not offer themselves for reappointment.

Mr. Nirmal Kumar Tiwari and Mr. Vikram Kumar Sakaria were appointed as additional directors w.e.f. 16.08.2012 and accordingly hold office upto the ensuing annual general meeting. Company has received notice in writing from shareholders of the Company proposing their candidature of Mr. Nirmal Kumar Tiwari and Mr. Vikram Kumar Skaria for Directors. Board recommends their appointment as Directors of the Company.

The company has received notice from shareholders of the company proposing candidature of Mr. Anup Mundhra and Mr. Jignesh Dave as directors of the company. Accordingly Board recommends to appoint them as Independent Directors of the company who will be liable to retire by rotation. Mr. Anup Mundhra and Mr. Jiugnesh Dave have also given their consent in writing to act as Independent Non-Executive Directors.

Shares

Company''s shares had been suspended from trading due to nonpayment of dues and various non-compliances by Cochin, Bombay, Delhi and Chennai stock exchanges. Your directors had taken various measures to rectify the deficiencies in this matter in consultation with the advisors. The Bombay Stock Exchange (BSE) has revoked the suspension and the shares have been actively listed w.e.f. July 9, 2012.

The Status of ESI, PF, TDS and Sales Tax:

During the year under review, there were no operations and no factory employees and there are no outstanding dues on these accounts.

Statutory Disclosures Fixed deposits

Your Company has neither accepted nor renewed any Fixed Deposits since the date of last Annual General Meeting. The Fixed deposits the company had in previous years were all closed and discharged by the Company by way of full and final payment on compromise settlement during the year 2009-10. There is no outstanding Fixed Deposit with the company as on 31.03.2012.

Auditors

M/s. G Joseph & Associates, Chartered Accountants, with Firm Registration No. 006310S who are the statutory Auditors of the Company hold office, in accordance with the provisions of the Companies Act, 1956 up to the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.

Disclosure of Particulars of employees:

There are no employees who are in receipt of salary in excess of the limits prescribed under Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended by and Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules 1988.

Conservation of Energy, Technology absorption, Foreign Exchange earnings and outgo:

The information as required under Section 217 (i) (e) of the Companies Act, 1956 read with the Companies (Directors particulars in the Report of the Board of Directors) Rules 1988, with respect to conservation of energy, technology absorption and foreign exchange earnings and outgo is not applicable for the year under review as the company was closed down and there were no production activities.

Directors'' Responsibility Statement

Pursuant to the requirements under Section 217 (2AA) of the Companies Act, 1956 with respect to Directors'' Responsibility Statement, it is hereby confirmed:

i) That in the preparation of the annual accounts, the applicable accounting standards had been followed along with the proper explanation relating to material departures applicable to accounting standards except non compliance of accounting standards 2, 4,6,10 and 15 as the company was closed down and there were no production and commercial activities;

ii) That the Directors had 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 the profit & loss of the Company for that period;

iii) Proper and sufficient care were taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) The annual accounts have been prepared on a going concern basis.

Secretarial Compliance Certificate :

In compliance of the provision of section 383 A of the companies Act, 1956 the board is pleased to enclosed the secretarial compliance report of Practicing Company Secretaries for the year 2011-2012 as part of this Directors report.

Corporate Governance :

As per Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section on Corporate Governance together with a certificate from the Company''s Auditors confirming compliance there to is set out in the Annexure forming part of this report.

Management Discussion & Analysis :

The Management Discussion and Analysis Report is attached herewith and forms part of the Director Report. Acknowledgement

Your Company does not have any financial liability to these or any other Institutions during the year under review and has obtained the No

Dues Certificates from its lenders. Your Directors also thank M/s. Federal Bank, Girinagar Branch, Ernakulam with whom the Company maintains the current account. Your Directors also thank all the employees and associates of the Company.. Your Directors also thank the solicitors of the company for their valuable advises and support in dealing with the crisis management and advises during the year under review. Your Directors also thank the Auditors of the Company and the Practicing Company Secretary for their functional advises and services. Your Directors also thank its Management Consultants who helped the Company to do all the compliances and revoke its suspension. The moral support given by all our shareholders of the Company during all previous years without which the company would not have revived and for their continued patronage to your Directors during the year under review.

By order of the Board

For Artech Power Products Ltd.

Sd/- Sd/-

Place: Cochin Vijayan IV Repsy Vijayan

Date: 21.08.2012 Chairman Managing Director


Mar 31, 2011

The Directors hereby presents this 22nd Annual report on the activities and current status of the Company together with the audited statement of accounts for the year ended 31st March 2011.

Financial Results

Particulars FY 2010-11 FY 2009-10

Sales NIL 1500,000

Other Income 895,590 25,522,491

PBID& Extra 366,093 4,640,371

Net Profit 366,093 4,640,371

Dividend

As the Company has not earned enough profits from operations, the directors do not propose any dividend for the accounting year ended 31st March 2011.

Activities during the year and current status:

The operations of the Company during the year under review, in the absence of any assets and capital, remained passive. After settlement of all the liabilities of the Company by sale of assets during last financial year, The Board of Directors are looking for any possible opportunity from any potential group who could associate with this Company for a take over or merger or amalgamation so as to be mutually beneficial in the interest of all our share holders. The Board is also seeking guidance from consultants in similar lessoning to identify a suitable organization. The Board of Directors is putting in all efforts in this direction to re-activate the company in the context of stringent guidelines being formulated by stock exchanges.

Shares

Company's shares have been suspended from trading due to nonpayment of dues by Cochin, Bombay, Delhi and Chennai stock exchanges. The listing fees could not be paid as there was no income from operations. The share transfer activities are done in house. Your directors will take all the possible steps to rectify the deficiencies in this matter as soon as the Company becomes operational and the required finances and personnel are available.

The Status of ESI, PF, TDS and Sales Tax: During the year under review, there were no operations and no factory employees and there are no outstanding dues on these accounts.

Personnel and Industrial Relations

All the dues to the employees in arrears on the date of closure of the company including compensation for leaving the services are settled on compromise negotiations with the employees union and disbursed during the previous year 2009-10 and all employees were discharged.

Statutory Disclosures

Fixed deposits

Your Company has neither accepted nor renewed any Fixed Deposits since the date of last Annual General Meeting. The Fixed deposits the company had in previous years were all closed and discharged by the Company by way of full and final payment on compromise settlement during the year 2009-10. There is no outstanding Fixed Deposit with the company as on 31.03.2011.

Directors

Mr. Sudhir Menon is retiring by rotation and being eligible offers himself for reappointment.

Artech Power Products Limited

Auditors

M/s. G Joseph & Associates, Chartered Accountants, with Firm Registration No. 006310S who are the statutory Auditors of the Company hold office, in accordance with the provisions of the Companies Act, 1956 up to the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.

Disclosure of Particulars of employees:

There are no employees who are in receipt of salary in excess of the limits prescribed under Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended by and Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules 1988.

Conservation of Energy, Technology absorption, Foreign Exchange earnings and outgo:

The information as required under Section 217 (i) (e) of the Companies Act, 1956 read with the Companies (Directors particulars in the Report of the Board of Directors) Rules 1988, with respect to conservation of energy, technology absorption and foreign exchange earnings and outgo is not applicable for the year under review as the company was closed down and there were no production activities.

Directors' Responsibility Statement

Pursuant to the requirements under Section 217 (2AA) of the Companies Act, 1956 with respect to Directors' Responsibility Statement, it is hereby confirmed:

i) That in the preparation of the annual accounts, the applicable accounting standards had been followed along with the proper explanation relating to material departures applicable to accounting standards except non compliance of accounting standards 2, 4,6,10 and 15 as the company was closed down and there were no production and commercial activities;

ii) That the Directors had 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 the profit & loss of the Company for that period;

iii) As the factory premises, where the registered office of the company was situated, were under the custody of financial institutions, banks etc, the Directors can not comment whether proper and sufficient care were taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) The annual accounts have not been prepared on a going concern basis.

Acknowledgement

The Board of Directors acknowledge with gratitude the support extended by Kerala State Industrial Development Corporation (KSIDC), Industrial Development Bank of India (IDBI) and State Bank of Travancore (SBT) who had been considerate to the Company during the periods of financial crisis. The financial liabilities towards these institutions were settled in full on compromise during the year 2009-10. Your Company does not have any financial liability to these or any other Institutions during the year under review and has obtained the No Dues Certificates from them. Yours Directors also thank M/s. Federal Bank, Girinagar Branch, Ernakulam with whom the Company maintains the current account. Your Directors also thank all the ex-employees and previous deposit holders for their seamless support, who are all settled and discharged in the year 2009-10. Your Directors also thank the solicitors of the company for their valuable advises and support in dealing with the crisis management and advises during the year under review. Your Directors also thank the Auditors of the Company and the Practicing Company Secretary for their functional advises and services. The moral support given by all our shareholders of the Company during all previous years without which, the settlement of liabilities would not have been possible during the year 2009-10 and for their continued patronage to your Directors during the year under review.

By order of the Board

For Artech Power Products Ltd.

Place: Cochin Vijayan IV Repsy Vijayan


Mar 31, 2010

The Board of Directors hereby presents the 21st annual report together with the audited statement of accounts for the year ended 31st March 2010. Your Directors apologize for the delay that has happened In preparing the accounts for the year under review, which was beyond the control.

Financial Results

Sales: Nil Profit before interest, depr, and extra: Rs.5,013,244/-

Other income: Rs.27,022,491/- Net profit for the year: Rs.4,640,371/-

Dividend -

As the Company has not earned enough profits #001 operations, the directors do not propose any dividend for the accounting year ended 31st March 2010.

Activities during the year and current status:

The operations of the factory remained closed during the year under review. In spite of the efforts taken by the management and financial institutions, as the revival plans could not get materialized and following the coercive steps of the revenue recovery proceedings, as decided in the inter institutional meeting with banks and KSIOC in 2007, and on complying the provisions with respect to approval of the shareholders u/s. 193 (1)(a) of Companies Act 1956, the Company could settle on compromise all the liabilities to Financial Institutions, Banks, KSEDC, Fixed deposit holders and other statutory liabilities by sale of its entire assets. Even though the company, Banks and Financial Institutions identified several potential buyers, on account of the various revenue recovery proceedings, court attachments, debt recovery decrees and litigations, most of the parties were reluctant to close the deal. Finally a buyer identified by Financial Institutions after detailed analysis, tripartite discussions and public announcement and negotiations with employees union, came forward, advanced payments for settlement of all liabilities and the title deeds of the Companies assets were directly handed over by IDS) to the buyer which enabled the conveyance of the assets by the Company to the buyer.

Your Company, after a long period of crisis, obtained the no dues certificates from all Financial Institutions, Banks, KSIDC and Government Authorities like Sales tax, BSNL etc. The employees' dues were settled on negotiations with employees union and all employees on the rolls of the company on date of closure were discharged by one time settlement of all arrears due to them and compensation for loss of employment. Your company, though do not have any assets, at the same time do not have any liabilities and pending litigations.

The Board of Directors are presently looking for identifying any possible opportunity from any potential group who could associate with this Company for a take over or merger or amalgamation so as to be mutually beneficial in the interest of all our share holders. The Board of Directors is putting in all efforts in this direction.

Shares

Company's shares have been suspended from trading due to non-payment of dues by Cochin, Bombay, Delhi and Chennai stock exchanges. The listing fees could not be paid as factory was closed and there was no income from operations. The share transfer activities are done in house. Your directors will take all the possible steps to rectify the deficiencies in this matter as soon as the Company becomes operational and the required finances and personnel are available.

Directors reply to qualifications in the Auditor's Report. .

Due to acute financial difficulties the factory was closed in April 2000. The operations could not commence there after. The books and records of the Company were maintained at the registered office located at the factory premises. The premises were under the custody of the Financial Institution. During this period there were no maintenance and some of the records were damaged. The accounts for the financial year up to 2006-07 were reconstructed from the records available with the Company. Due to the above Company was unable to produce some of the documents and records for audit.

With respect to the auditor's qualification regarding non provisioning of sales tax liability, the Company is of the opinion that the tax need not be collected by the Company, since the Company has surrendered Its certificate of registration and no longer a dealer as per provisions of the relevant Sales Tax Act. Moreover, the assets were disposed of as part of the settlement with bankers and the purpose for which the assets were acquired by the buyer are not known to the Company.

With respect to the auditor's qualification regarding disqualification of Directors for non-filing of Annual Accounts/ Returns for 3 years, directors have been advised and are of the opinion that disqualification is applicable only if, directors are to serve on director board of other companies.

With respect to the Auditors comments on the valuation of the fixed assets and current assets, the Company has realized reasonable value for the fixed assets and current assets. The auditor's qualifications on non-compliance of the Accounting Standards are due to above reasons. With respect to the auditor's comments on violation for section 58A, the company could repay all the fixed deposit holders on com promise settlement during the year under review and individual deposit holder's confirmation has been obtained in this regard.

The Status of ESI, PF, TDS and Sales Tax:

The provisions of ESI Act were not applicable to the Company on account that the area where the factory is situated was exempted. During the year under review, the factory was closed and on sale of assets, ail the employees are settled with a compensation package on negotiated settlement with employees union instead of salary arrears and dues. The Company had remitted penalty for delayed payments of PF of previous years during the year under review. The provision of unpaid TDS amounting to Rs. 48,575/- is pertaining to the year 1998-99. As the expenses were not paid by the company during that year, the TDS provided in accounts were also not paid. This has been rectified and TDS has been deducted on modified amounts when paid/provided during the year under review.

Personnel and Industrial Relations

Industrial Relations in the Company were satisfactory during the years. After closure of the Company in April 2000, even though there were some disturbances, the employees were very supportive to the management during the occasions of discussions with probable new investors and finally with the buyer for the assets of the Company. All the dues to the employees in arrears including compensation for leaving the services are settled on compromise negotiations with the employees union and disbursed directly by the buyer of the assets of the Company on 27.03.2010 and all employees were discharged. Your Directors take this opportunity of recording their appreciation for the wholehearted support rendered by the employees and their union during these years.

Statutory Disclosures

Fixed deposits

Your Company has neither accepted nor renewed any Fixed Deposits since the date of last Annual General Meeting. The amount of deposit outstanding as on 1st of April 2009 was Rs. 4,048,655/-. These Fixed Deposits were settled on compromise during the year under review. There is no outstanding Fixed deposit with the company as on 31.03.2010.

Directors

During the year Mr.Vijayan I V had tendered his resignation as Managing Director with effect from 31.03,2010 but continued as non-executive director on the Board. Ms.Repsy Vijayan took up the mantle of Managing Director on that date.

Auditors

M/s. G Joseph 4 Associates, Chartered Accountants, with Firm Registration No. 006310S who are the statutory Auditors of the Company hold office, in accordance with the provisions of the Companies Act, 1956 up to the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.

Disclosure of Particulars of employees:

There are no employees who are in receipt of salary in excess of the limits prescribed under Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended by and Companies (Disclosure of Particulars In the Report of the Board of Directors) Rules 1988.

Conservation of Energy, Technology absorption, Foreign Exchange earnings and outgo:

The information as required under Section 217 (i) (e) of the Companies Act. 1956 read with the Companies (Directors particulars in the Report of the Board of Directors) Rules 1988, with respect to conservation of energy technology absorption and foreign exchange earnings and outgo is not applicable for the year under review as the company was closed down and there were no production activities:

Directors' Responsibility Statement

Pursuant to the requirements under Section 217 (2AA) of the Companies Act, 1956 with respect to Directors' Responsibility Statement, it is hereby confirmed;

i) That in the preparation of the annual accounts, the applicable accounting standards had been followed along with the proper explanation relating to material departures applicable to accounting standards except non compliance of accounting standards 2,4,6,10 and 15 as the company was closed down and there were no production and commercial activities;

ii) That the Directors had 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 the profit & toss of the Company for that period;

iii) As the factory premises, where the registered office of the company was situated, were under the custody of financial institutions, banks etc, the Directors can not comment whether proper and sufficient care were taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) The annual accounts have not been prepared on a going concern basis.

Acknowledgement

The Board of Directors acknowledge with gratitude the support extended by Kerala State Industrial Development Corporation (KSIDC), Industrial Development Bank of India (IDBI) and State Bank of Travancore (SBT) who had been considerate to the Company during these periods of financial crisis. The financial liabilities towards these institutions were settled in full on compromise during the year under review and your Company has obtained the No Dues Certificates from them. Yours Directors also thank M/s. Federal Bank, Girinagar Branch, Ernakulam with whom the Company maintains the current account. Your Directors also thank all the employees and deposit holders for their seamless support, who are all settled and discharged in this year under review. Your Directors also thank the solicitors of the company for their valuable advises and support in dealing with the crisis management. Your Directors also thank the Auditors of the Company and the Practicing Company Secretary for their functional advises and services. Your directors thankfully acknowledge the moral support given by all our shareholders of the Company during the year under review and all previous years without which, the settlement of liabilities would not have been possible during this year and look forward to their continued patronage in the years ahead.

By order of the Board

For Artech Power Products Ltd.

Place: Cochin 20 Vijayan I V Repsy Vijayan

Date: 13.09.2010 Chairman Managing Director


Mar 31, 2008

The Board of Directors hereby presents the 19th annual report together with the audited statement of accounts for the year ended 31st March 2008. Your Directors apologize for the delay that has happened in preparing the accounts for the year under review, which was beyond the control.

Financial Results ,

Sales: Nil Loss before interest, depreciation and extra: Rs.636,418/-

Other income: Rs. 10,000/- Net loss for the year: Rs.650,655/-

Dividend

As the Company has not earned any profit, the directors do not propose any dividend for the accounting year ended 31st March 2008.

Activities during the year and currant status:

The operations of the factory remained closed during the year under review. In spite of the efforts taken by the management ' and financial Institutions, as the revival plans could not get materialized and following the coercive steps of the revenue recovery proceedings, the decision was taken in the inter institutional meeting with banks and KSIDC to take steps for sale of assets by the company to enable settlement of the institutional dues and other statutory liabilities. As the asset sale required, as per the provisions of the Companies Act, compulsory Postal Ballot, the required resolution u/s 193pa) of the Companies Act 1956 was put to the members through Postal ballot and the resolution was approved by the share holders of the Company with requisite majority. The results were announced by the Chairman on 19th March 2008 after the 18th AGM.

As pressures were mounted from the Financial Institutions, Banks and Revenue Dept, for settling their liabilities, one potential buyer approached IDBI for buying the land and building of the Company, The liabilities to Financial Institutions, Banks and Revenue Dept, were in excess of Rs. 36 Crores as on September 2009. As the valuation of Company's properties was much lower, a One Time Settlement was reached with the Institutions and directly settled by the buyer. They further made direct payment of the One Time Settlement arrived at with KSEB. The expenses incurred by the Company for clearing the statutory liabilities. Sales Tax settlement, BSNL settlement and on account of various litigations and proceedings after closure were also settled. The buyer on tripartite negotiations with the employees union also directly settled the employee's salary arrears, other dues and compensation. On sale of assets, the Company could clear of all the liabilities and have obtained the No Dues certificate from the Financial Institution, Bank, Revenue Dept KSEB and BSNL.

The Board of Directors are presently looking for identifying any possible opportunity from any potential group who could associate with this Company for a take over or merger or amalgamation so as to be mutually beneficial in the interest of all our share holders. The Board of Directors is putting in all efforts in this direction.

Shares

Company's shares have been suspended from trading due to nonpayment of dues by Cochin, Bombay, Delhi and Chennai stock exchanges. The listing fees could not be paid as factory was closed and there was no income generation. The share transfer activities are done in house. Your directors will take all the possible steps to rectify the deficiencies in this matter as soon as the Company becomes operational and the required finances and personnel are available.

Directors reply to qualifications in the Auditor's Report.

Due to acute financial difficulties the factory was closed in April 2000. The operations could not commence there after. The books and records of the Company were maintained at the registered office located at the factory premises. The premises were under the custody of the Financial Institution. During this period there were no maintenance and some of the records were damaged. The accounts for the previous financial year were reconstructed from thp records available with the Company. Due to the above Company was unable to produce some of the documents and records for audit.

With respect to the auditors qualification regarding disqualification of Directors for non-filing of Annual Accounts/ Returns for 3 years, directors have been advised and are of the opinion that disqualification is applicable only if directors are to serve on director board of other companies.

With respect to the Auditors comments on the valuation of the fixed assets and current assets, the Directors aje hopeful of realizing at least a value that is reflecting in the books of accounts and hence valued on book value. The auditor's qualifications on non-compliance of the Accounting Standards are due to above reasons. With respect to the auditor's comments on violation for section S8A, the company could, not repay the fixed deposit holders and the directors were prosecuted. The Company's fixed deposits were settled on compromise in subsequent years.

The Status of ESI, PF, TDS and Sales Tax:

The provisions of ESI Act were not applicable to the Company on account that the area where the factory is situated was ' exempted. PF contribution had been paid in the previous year whenever salary disbursements have been made. There were delayed salary payments and salary dues in arrears during the previous year. During the year under review, the factory was closed and there were no salary payment to any of the employees and hence there were no PF dues. The Company had remitted penalty for delayed payments of PF in subsequent years. The provision of unpaid TOS amounting to Rs. 48,575/- is pertaining to the year 1998-99. As the expenses were not paid by the company during that year, the TDS provided in accounts were also not paid. This has been settled in subsequent years. There were unpaid sates tax dues amounting to Rs. 172,179/- pertaining to the year 1998-99 due to the financial crisis and closure of the factory. The demand raised by Revenue recovery on sales tax dues amounting to 14,95,508/- is pending on Appeal. This has been settled in subsequent years. :

Personnel and Industrial Relations :

Industrial Relations in the Company were satisfactory during the years. After closure of the Company in April 2000, even though there were some disturbances, the employees were very supportive to the management during the occasions of discussions with probable new investors and finally the buyer for the assets of the Company. All the dues to the employees including salary and PF arrears including compensation for leaving the services are settled on compromise negotiations with the employees union in subsequent years. Your Directors take this opportunity of recording their appreciation of the wholehearted support rendered by the employees and their union during these years.

Statutory Disclosures

Fixed deposits

Your Company has neither accepted nor renewed any Fixed Deposits since the date of last Annual General Meeting. The amount of deposit outstanding as on 31st March 2008 is Rs. 4,048,655/- out of which a sum of Rs. 3,398,655/- represents unclaimed deposits and the balance represents claims of deposit holders, but could not be paid due to ! financial constraints. These Fixed Deposits were settled on compromise in subsequent years.

Auditors

M/s. G Joseph & Associates, Chartered Accountants, with Firm Registration No. O06310S who are the statutory Auditors of the Company hold office, in accordance with the provisions of the Companies Act, 1956 up to the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.

Disclosure of Particulars of employees:

There are no employees who are in receipt of salary in excess of the limits prescribed under Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended by and Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules 1988.

Conservation of Energy, Technology absorption, Foreign Exchange earnings and outgo: -

The information as required under Section 217 (i) (e) of the Companies Act, 1956 read with the Companies (Directors particulars in the Report of the Board of Directors) Rules 1988, with respect to conservation of energy, technology ' absorption and foreign exchange earnings and outgo is not applicable for the year under review as the company was closed down and there were no production activities.

Directors' Responsibility Statement

Pursuant to the requirements under Section 217 (2AA) of the Companies Act, 1956 with respect to Directors' Responsibility Statement, it is hereby confirmed:

i) That in the preparation of the annual accounts, the applicable accounting standards had been followed along with the proper explanation relating to material departures applicable to accounting standards except non compliance of accounting standards 2,4,6,10 and 15 as the company was closed down and there were no production and commercial activities; ,

ii) That the Directors had 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 affaire of the Company at the end of the Financial Year and the profit & loss of the Company for that period;

iii) As the factory premises, where the registered office of the company was situated, were under the custody of financial institutions, banks etc, the Directors can not comment whether proper and sufficient care were taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other Irregularities;

iv) The annual accounts have not been prepared on a going concern basis.

Acknowledgement

The Board of Directors acknowledge with gratitude the support extended by Kerala State Industrial Development Corporation (KSIDC), Industrial Development Bank of India (IDBI) and State Bank of Travancore (SBT) who had been considerate to the Company during these periods. of financial crisis. The financial liabilities towards these institutions were settled in subsequent years. Yours Directors also thank M/s. Federal Bank. Ernakulam North Branch and Glrinagar Branch with whom the Company maintained the current accounts. Your Directors also thank all the employees and ' deposit holders for their seamless support during the year under review, which were settled in subsequent years. The moral support given by all our shareholders of the Company during the year under review and all subsequent years without which, the settlement of liabilities would not have been possible in subsequent years and their continued patronage to your Directors in the years ahead.

By order of the Board . For Artech Power Products Ltd.

Place: Cochin 20 Vijayan IV Repsy Viiayan

Date : 13.09.2010 Chairman Managing Director


Mar 31, 2007

The Board of Directors hereby presents the 18th annual report on the together with the audited statement of accounts for the year ended 31st March 2007. Your Directors apologize for the delay that has happened in preparing the accounts for the year under review, which was beyond the control.

Financial Results

Sales: Rs. Nil Loss before interest, depreciation and extra: Rs.85,523.00

Other income: Rs. Nil Net loss for the year: Rs.85,523.00

Dividend

As the Company has not earned any profit, the directors do not propose any dividend for the accounting year ended 31st March 2007.

Activities during the year and current status

As reported in the Director's Report for the previous year, the Board of Directors had to take the most unpleasant decision to close down the operations of the factory weft 12th April 2000. The management has engaged all possible efforts in consultation with the Financial Institutions for a revival of the company including options to bring in probable investors as joint venture or take over by potential buyers. Many proceedings in this direction progressed to different levels, but none could be crystallized by the Board or by the Institutions who rendered extensive support to our efforts. Meanwhile the Financial Institutions approached the Debt Recovery Tribunal for recovery of their loans and obtained recovery certificate as the assets of the Company are hypothecated to them. Even after this, efforts were continued for a possible revival of the Company and meanwhile the Revenue Recovery Proceedings by Sales tax Dept, worsened our efforts.

Subsequently the Revenue Department pronounced auction of the Company's property. As this would entangle our entire efforts to settle all other liabilities, the Company approached the Humble High Court of Kerala again and obtained stay to the RR proceedings on our contention that the Company could by way of private sale of assets obtain higher realization of value and could settle the sales tax as well as other statutory liabilities, the Financial Institution's dues by way of compromise settlement. This view was supported by the Financial Institutions in the High Court in the interest of all stakeholders. As the asset sale requires, as per the provisions of the Companies Act, compulsory Postal Ballot, the required resolution u/s 193(a) of the Companies Act 1956 was put to the members through Postal ballot and the resolution was approved by the share holders of the Company with requisite majority. The results were announced by the Chairman on 19th March 2008.

As pressures were mounted from the Financial Institutions, Banks and Revenue Dept, for settling their liabilities, one potential buyer approached IDBI for buying the land and building of the Company. The liabilities to Financial Institutions, Banks and Revenue Dept, were in excess of Rs. 36 Crores as on September 2009. As the valuation of Company's properties was much lower, a One Time Settlement was reached with the Institutions and directly settled by the buyer. They further made direct payment of the One Time Settlement arrived at with KSEB. The expenses incurred by the Company for clearing the statutory liabilities, Sales Tax settlement, BSNL settlement and on account of various litigations and proceedings after closure were also settled. The buyer on tripartite negotiations with the employees union also directly settled the employee's salary arrears, other dues and compensation. On sale of assets, the Company could clear of all the liabilities and have obtained the No Dues certificate from the Financial Institution, Bank, Revenue Dept., KSEB and BSNL.

The Board of Directors are presently looking for identifying any possible opportunity from any potential group who could associate with this Company for a takeover or merger or amalgamation so as to be mutually beneficial in the interest of all our share holders. The Board of Directors is putting in all efforts in this direction.

Shares

Company's shares have been suspended from trading due to non-payment of dues by Cochin, Bombay, Delhi and Chennai stock exchanges. The listing fees could not be paid as factory was closed and there was no income generation. The share transfer activities are done in house. Your directors will take all the possible steps to rectify the deficiencies in this matter as soon as the Company becomes operational and the required finances and personnel are available.

Directors reply to qualifications in the Auditor's Report.

Due to acute financial difficulties the factory was closed in April 2000. The operations could not commence thereafter. The books and records of the Company were maintained at the Registered office located at the factory premises. The premises were under the custody of the Financial Institution. During this period there were no maintenance and some of the records were damaged. The accounts for the previous financial year were reconstructed from the records available with the Company.

Due to the above Company was unable to produce some of the documents and records for audit.

With respect to the Auditor's Qualification regarding disqualification of Directors for non-filing of Annual Accounts/Annual Returns for 3 years, the Company intends to complete filing all Accounts/Returns that are in arrears over the past years after the Annual General Meeting scheduled to be held on 30th August 2010. Once the Accounts are adopted there at, filing will be done forthwith.

With respect to the Auditors comments on the valuation of the fixed assets and current assets, the Directors are hopeful of realizing at least a value that is reflecting in the books of accounts and hence valued on book value. The auditor's qualifications on non-compliance of the Accounting Standards are due to above reasons. With respect to the auditor's comments on violation for section 58A, the company could not repay the fixed deposit holders and the directors were prosecuted. The Company's fixed deposits were settled on compromise in subsequent years.

The Status of ESI, PF, TDS and Sales Tax:

The provisions of ESI Act were not applicable to the Company on account that the area where the factory is situated was exempted. PF contribution had been paid in the previous year whenever salary disbursements have been made. There were delayed salary payments and salary dues in arrears during the previous year. During the year under review, the factory was closed and there were no salary payment to any of the employees and hence there were no PF dues. The Company had remitted penalty for delayed payments of PF in subsequent years. There is an unpaid TDS amounting to Rs. 48,475/- pertaining to the year 1998-99 which could not be paid due to non-availability of proper records. Your directors have initiated steps to make this payment in subsequent years. There were unpaid sales tax dues amounting to Rs. 1,72,179/- pertaining to the year 1998-99 due to the financial crisis and closure of the factory. This has been settled in subsequent years.

Personnel and Industrial Relations

Industrial Relations in the Company were satisfactory during the years. After closure of the Company in April 2000, even though there were some disturbances, the employees were very supportive to the management during the occasions of discussions with probable new investors and finally the buyer for the assets of the Company. All the dues to the employees including salary and PF arrears including compensation for leaving the services are settled on compromise negotiations with the employees union in subsequent years. Your Directors take this opportunity of recording their appreciation of the wholehearted support rendered by the employees and their union during these years.

Statutory Disclosures Fixed deposits

Your Company has neither accepted nor renewed any Fixed Deposits since the date of last Annual General Meeting. The amount of deposit outstanding as on 31st March 2000 is Rs. 4,048,655/- out of which a sum of Rs. 3,398,655/- represents unclaimed deposits and the balance represents claims of deposit holders, but could not be paid due to financial constraints. - These Fixed Deposits were settled on compromise in subsequent years.

Auditors

M/s. G Joseph & Associates, Chartered Accountants, with Firm Registration No. 00631 OS who are the statutory Auditors of the Company hold office, in accordance with the provisions of the Companies Act, 1956 up to the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. _

Disclosure of Particulars of employees

There are no employees who are in receipt of salary in excess of the limits prescribed under Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended by and Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules 1988.

Conservation of Energy, Technology absorption, Foreign Exchange earnings and outgo

The information as required under Section 217 (i) (e) of the Companies Act, 1956 read with the Companies (Directors particulars in the Report of the Board of Directors) Rules 1988, with respect to conservation of energy, technology absorption and foreign exchange earnings and outgo is not applicable for the year under review as the company was closed down and there were no production activities.

Directors' Responsibility Statement

Pursuant to the requirements under Section 217 (2AA) of the Companies Act, 1956 with respect to Directors' Responsibility Statement, it is hereby confirmed:

i) That in the preparation of the annual accounts, the applicable accounting standards had been followed along with the proper explanation relating to material departures applicable to accounting standards except non compliance of accounting standards 2, 4,6,10 and 15 as the company was closed down and there were no production and commercial activities; -

ii) That the Directors had 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 the profit & loss of the Company for that period;

iii) As the factory premises, where the registered office of the company was situated, were under the custody of financial institutions, banks etc, the Directors cannot comment whether proper and sufficient care were taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) The annual accounts have not been prepared on a going concern basis.

Acknowledgement

The Board of Directors acknowledge with gratitude the support extended by Kerala State Industrial Development Corporation (KSIDC), Industrial Development Bank of India (IDBI) and State Bank of Travancore (SBT) who had been considerate to the Company during these periods of financial crisis. The financial liabilities towards these institutions were settled in subsequent years. Yours Directors also thank M/s. Federal Bank, Ernakulum North Branch and Girinagar Branch with whom the Company maintained the current accounts. Your Directors also thank all the employees and deposit holders for their seamless support - during the year under review, which were settled in subsequent years. The moral support given by all our shareholders of the Company during the year under review and all subsequent years without which, the settlement of liabilities would not have been possible in subsequent years and their continued patronage to your Directors in the years ahead.

By order of the Board

For Artech Power

Products Ltd.

Place: Cochin 20 Vijayan IV Repsy Vijayan

Date: 10.07.2010 Chairman Managing Director


Mar 31, 2006

The Board of Directors hereby presents the 17th annual report on the together with the audited statement of accounts for the year ended 31st March 2003. Your Directors apologize for the delay that has happened in preparing the accounts for the year under review, which was beyond the control.

Financial Results

Sales: Rs. Nil Loss before interest, depreciation and extra: Rs.110,484.00

Other income: Rs.900.00 Net loss for the year: Rs.110,484.00

Dividend

As the Company has not earned any profit, the directors do not propose any dividend for the accounting year ended 31st March 2006.

Activities during the year and current status

As reported in the Director's Report for the previous year, the Board of Directors had to take the most unpleasant decision to close down the operations of the factory wet 12th April 2000. The management has engaged all possible efforts in consultation with the Financial Institutions for a revival of the company including options to bring in probable investors as joint venture or take over by potential buyers. Many proceedings in this direction progressed to different levels, but none could be crystallized by the Board or by the Institutions who rendered extensive support to our efforts. Meanwhile the Financial Institutions approached the Debt Recovery Tribunal for recovery of their loans and obtained recovery certificate as the assets of the Company are hypothecated to them. Even after this, efforts were continued for a possible revival of the Company and meanwhile the Revenue Recovery Proceedings by Sales tax Dept, worsened our efforts.

Subsequently the Revenue Department pronounced auction of the Company's property. As this would entangle our entire efforts to settle all other liabilities, the Company approached the Hon' bale High Court of Kerala again and obtained stay to the RR proceedings on our contention that the Company could by way of private sale of assets obtain higher realization of value and could settle the sales tax as well as other statutory liabilities, the Financial Institution's dues by way of compromise settlement. This view was supported by the Financial Institutions in the High Court in the interest of all stakeholders. As the asset sale requires, as per the provisions of the Companies Act, compulsory Postal Ballot, the required resolution u/s 193(a) of the Companies Act 1956 was put to the members through Postal ballot and the resolution was approved by the share holders of the Company with requisite majority. The results were announced by the Chairman on 19th March 2008.

As pressures were mounted from the Financial Institutions, Banks and Revenue Dept, for settling their liabilities, one potential buyer approached IDBI for buying the land and building of the Company. The liabilities to Financial Institutions, Banks and Revenue Dept, were in excess of Rs. 36 Crores as on September 2009. As the valuation of Company's properties was much lower, a One Time Settlement was reached with the Institutions and directly settled by the buyer. They further made direct payment of the One Time Settlement arrived at with KSEB. The expenses incurred by the Company for clearing the statutory liabilities, Sales Tax settlement, BSNL settlement and on account of various litigations and proceedings after closure were also settled. The buyer on tripartite negotiations with the employees union also directly settled the employee's salary arrears, other dues and compensation. On sale of assets, the Company could clear of all the liabilities and have obtained the No Dues certificate from the Financial Institution, Bank, Revenue Dept., KSEB and BSNL.

The Board of Directors are presently looking for identifying any possible opportunity from any potential group who could associate with this Company for a takeover or merger or amalgamation so as to be mutually beneficial in the interest of all our share holders. The Board of Directors is putting in all efforts in this direction.

Shares

Company's shares have been suspended from trading due to non-payment of dues by Cochin, Bombay, Delhi and Chennai stock exchanges. The listing fees could not be paid as factory was closed and there was no income generation. The share transfer activities are done in house. Your directors will take all the possible steps to rectify the deficiencies in this matter as soon as the Company becomes operational and the required finances and personnel are available.

Directors reply to qualifications in the Auditor's Report.

Due to acute financial difficulties the factory was closed in April 2000. The operations could not commence thereafter. The books and records of the Company were maintained at the Registered office located at the factory premises. The premises were under the custody of the Financial Institution. During this period there were no maintenance and some of the records were damaged. The accounts for the previous financial year were reconstructed from the records available with the Company. Due to the above Company was unable to produce some of the documents and records for audit.

With respect to the Auditor's Qualification regarding disqualification of Directors for non-filing of Annual Accounts/Annual Returns for 3 years, the Company intends to complete filing all Accounts/Returns that are in arrears over the past years after the Annual General Meeting scheduled to be held on 30th August 2010. Once the Accounts are adopted there at, filing will be done forthwith.

With respect to the Auditors comments on the valuation of the fixed assets and current assets, the Directors are hopeful of realizing at least a value that is reflecting in the books of accounts and hence valued on book value. The auditor's qualifications on non-compliance of the Accounting Standards are due to above reasons. With respect to the auditor's comments on violation for section 58A, the company could not repay the fixed deposit holders and the directors were prosecuted. The Company's fixed deposits were settled on compromise in subsequent years.

The Status of ESI, PF, TDS and Sales Tax:

The provisions of ESI Act were not applicable to the Company on account that the area where the factory is situated was exempted. PF contribution had been paid in the previous year whenever salary disbursements have been made. There were delayed salary payments and salary dues in arrears during the previous year. During the year under review, the factory was closed and there were no salary payment to any of the employees and hence there were no PF dues. The Company had remitted penalty for delayed payments of PF in subsequent years. There is an unpaid TDS amounting to Rs. 48,475/- pertaining to the year 1998-99 which could not be paid due to non-availability of proper records. Your directors have initiated steps to make this payment in subsequent years. There were unpaid sales tax dues amounting to Rs. 172,179/- pertaining to the year 1998-99 due to the financial crisis and closure of the factory. This has been settled in subsequent years.

Personnel and Industrial Relations

Industrial Relations in the Company were satisfactory during the years. After closure of the Company in April 2000, even though there were some disturbances, the employees were very supportive to the management during the occasions of discussions with probable new investors and finally the buyer for the assets of the Company. All the dues to the employees including salary and PF arrears including compensation for leaving the services are settled on compromise negotiations with the employees union in subsequent years. Your Directors take this opportunity of recording their appreciation of the wholehearted support rendered by the employees and their union during these years.

Statutory Disclosures Fixed deposits

Your Company has neither accepted nor-renewed any Fixed Deposits since the date of last Annual General Meeting. The amount of deposit outstanding as on 31st March 2000 is Rs. 4,048,655/- out of which a sum of Rs. 3,398,655/- represents unclaimed deposits and the balance represents claims of deposit holders, but could not be paid due to financial constraints. These Fixed Deposits were settled on compromise in subsequent years.

Auditors

M/s. G Joseph & Associates, Chartered Accountants, with Firm Registration No. 00631 OS who are the statutory Auditors of the Company hold office, in accordance with the provisions of the Companies Act, 1956 up to the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.

Disclosure of Particulars of employees

There are no employees who are in receipt of salary in excess of the limits prescribed under Section 217 (2A)of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended by and Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules 1988.

Conservation of Energy, Technology absorption, Foreign Exchange earnings and outgo

The information as required under Section 217 (i) (e) of the Companies Act, 1956 read with the Companies (Directors particulars in the Report of the Board of Directors) Rules 1988, with respect to conservation of energy, technology absorption and foreign exchange earnings and outgo is not applicable for the year under review as the company was closed down and there were no production activities. ~

Directors' Responsibility Statement

Pursuant to the requirements under Section 217 (2AA) of the Companies Act, 1956 with respect to Directors' Responsibility Statement, it is hereby confirmed:

i) That in the preparation of the annual accounts, the applicable accounting standards had been followed along with the proper explanation relating to material departures applicable to accounting standards except non compliance of accounting standards 2, 4,6,10 and 15 as the company was closed down and there were no production and commercial activities;

ii) That the Directors had 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 the profit & loss of the Company for that period;

iii) As the factory premises, where the registered office of the company was situated, were under the custody of financial institutions, banks etc, the Directors can not comment whether proper and sufficient care were taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) The annual accounts have not been prepared on a going concern basis.

Acknowledgement

The Board of Directors acknowledge with gratitude the support extended by Kerala State Industrial Development Corporation (KSIDC), Industrial Development Bank of India (IDBI) and State Bank of Travancore (SBT) who had been considerate to the Company during these periods of financial crisis. The financial liabilities towards these institutions were settled in subsequent years. Yours Directors also thank M/s. Federal Bank, Ernakulum North Branch and Girinagar Branch with whom the Company maintained the current accounts. Your Directors also thank all the employees and deposit holders for their seamless support during the year under review, which were settled in subsequent years. The moral support given by all our shareholders of the Company during the year under review and all subsequent years without which, the settlement of liabilities would not have been possible in subsequent years and their continued patronage to your Directors in the years ahead.

By order of the Board

For Artech Power Products Ltd.

Place: Cochin 20 Vijayan IV Repsy Vijayan

Date : 10.07.2010 Chairman Managing Director


Mar 31, 2005

The Board of Directors hereby presents the 16"1 annual report on the together with the audited statement of accounts for the year ended 31st March 2005. Your Directors apologize for the delay that has happened in preparing the accounts for the year under review, which was beyond the control.

Financial Results

Sales: Rs. Nil

Loss before interest, depreciation and extra: Rs.155,001.00

Other income: Rs. Nil

Net loss for the year. Rs. 155,001.00

Dividend

As the Company has not earned any profit, the directors do not propose any dividend for the accounting year ended 31st March 2005.

Activities during the year and current status

As reported in the Director's Report for the previous year, the Board of Directors had to take the most unpleasant decision to close down the operations of the factory w.e.f 12th April 2000. The management has engaged all possible efforts in consultation with the Financial Institutions for a revival of the company including options to bring in probable investors as joint venture or take over by potential buyers. Many proceedings in this direction progressed to different levels, but none could be crystallized by the Board or by the Institutions who rendered extensive support to our efforts. Meanwhile the Financial Institutions approached the Debt Recovery Tribunal for recovery of their loans and obtained recovery certificate as the assets of the Company are hypothecated to them. Even after this, efforts were continued for a possible revival of the Company and meanwhile the Revenue Recovery Proceedings by Sales tax Dept. worsened our efforts. .

Subsequently the Revenue Department pronounced auction of the Company's property. As this would entangle our entire efforts to settle all other liabilities, the Company approached the Hon'ble High Court of Kerala again and obtained stay to the RR proceedings on our contention that the Company could by way of private sale of assets obtain higher realization of value and could settle the sales tax as well as other statutory liabilities, the Financial Institution's dues by way of compromise settlement. This view was supported by the Financial Institutions in the High Court in the interest of all stakeholders. As the asset sale requires, as per the provisions of the Companies Act, compulsory Postal Ballot, the required resolution u/s 193(a) of the Companies Act 1956 was put to the members through Postal ballot and the resolution was approved by the share holders of the Company with requisite majority. The results were announced by the Chairman on 19"1 March 2008.

As pressures were mounted from the Financial Institutions, Banks and Revenue Dept. for settling their liabilities, one potential buyer approached IDBI for buying the land and building of the Company. The liabilities to Financial Institutions, Banks and Revenue Dept. were in excess of Rs. 36 Crores as on September 2009. As the valuation of Company's properties was much lower, a One Time Settlement was reached with the Institutions and directly settled by the buyer. They further made direct payment of the One Time Settlement arrived at with KSEB. The expenses incurred by the Company for clearing the statutory liabilities, Sales Tax settlement, BSNL settlement and on account of various litigations and proceedings after closure were also settled. The buyer on tripartite negotiations with the employees union also directly settled the employee's salary arrears, other dues and compensation. On sale of assets, the Company could clear of all the liabilities and have obtained the No Dues certificate from the Financial Institution, Bank, Revenue Dept., KSEB and BSNL.

The Board of Directors are presently looking for identifying any possible opportunity from any potential group who could associate with this Company for a takeover or merger or amalgamation so as to be mutually beneficial in the interest of all our share holders. The Board of Directors is putting in all efforts in this direction.

Shares

Company's shares have been suspended from trading due to non-payment of dues by Cochin, Bombay, Delhi and Chennai stock exchanges. The listing fees could not be paid as factory was closed and there was no income generation. The share transfer activities are done in house. Your directors will take all the possible steps to rectify the deficiencies in this matter as soon as the Company becomes operational and the required finances and personnel are available.

Directors reply to qualifications in the Auditor's Report.

Due to acute financial difficulties the factory was closed in April 2000. The operations could not commence thereafter. The books and records of the Company were maintained at the Registered office located at the factory premises. The premises were under the custody of the Financial Institution. During this period there were no maintenance and some of the records were damaged. The accounts for the previous financial year were reconstructed from the records available with the' Company. Due to the above Company was unable to produce some of the documents and records for audit.

`With respect to the Auditor's Qualification regarding disqualification of Directors for non-filing of Annual Accounts/Annual Returns for 3 years, the Company intends to complete filing all Accounts/Returns that are in arrears over the past years after the Annual General Meeting scheduled to be held on 30th August 2010. Once the Accounts are adopted there at, filing will be done forth with.

With respect to the Auditors comments on the valuation of the fixed assets and current assets, the Directors are hopeful of realizing at least a value that is reflecting in the books of accounts and hence valued on book value. The auditor's qualifications on non-compliance of the Accounting Standards are due to above reasons. With respect to the auditor's comments on violation for section 58A, the company could not repay the fixed deposit holders and the directors were prosecuted. The Company's fixed deposits were settled on compromise in subsequent years.

The Status of ESI, PF, TDS and Sales Tax:

The provisions of ESI Act were not applicable to the Company on account that the area where the factory is situated was exempted. PF contribution had been paid in the previous year whenever salary disbursements have been made. There were delayed salary payments and salary dues in arrears during the previous year. During the year under review, the factory was closed and there were no salary payment to any of the employees and hence there were no PF dues. The Company had remitted penalty for delayed payments of PF in subsequent years. There is an unpaid TDS amounting to Rs. 48,475/- pertaining to the year 1998-99 which could not be paid due to non-availability of proper records. Your directors have initiated steps to make this payment in subsequent years. There were unpaid sales tax dues amounting to Rs. 172,179/- pertaining to the year 1998-99 due to the financial crisis and closure of the factory. This has been settled in subsequent years.

Personnel and Industrial Relations

Industrial Relations in the Company were satisfactory during the years. After closure of the Company in April 2000, even though there were some disturbances, the employees were very supportive to the management during the occasions of discussions with probable new investors and finally the buyer for the assets of the Company. All the dues to the employees including salary and PF arrears including compensation for leaving the services are settled on compromise negotiations with the employees union in subsequent years. Your Directors take this opportunity of recording their appreciation of the wholehearted support rendered by the employees and their union during these years.

Statutory Disclosures

Fixed deposits

Your Company has neither accepted nor renewed any Fixed. Deposits since the date of last Annual General Meeting. The amount of deposit outstanding as on 31st March 2000 is Rs.4,048,655/- out of which a sum of Rs.3,398,655/- represents unclaimed deposits and the balance represents claims of deposit holders, but could riot be paid due to financial constraints. These Fixed Deposits were settled on compromise in subsequent years.

Auditors

M/s. G Joseph & Associates, Chartered Accountants, with Firm Registration No. 00631 OS who are the statutory Auditors of the Company hold office, in accordance with the provisions of the Companies Act, 1956 up to the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.

Disclosure of Particulars of employees

There are no employees who are in receipt of salary in excess of the limits prescribed under Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended by and Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules 1988.

Conservation of Energy, Technology absorption, Foreign Exchange earnings and outgo

The information as required under Section 217 (i) (e) of the Companies Act, 1956 read with the Companies (Directors particulars in the Report of the Board of Directors) Rules 1988, with respect to conservation of energy, technology absorption and foreign exchange earnings and outgo is not applicable for the year under review as the company was closed down and there were no production activities.

Directors' Responsibility Statement

Pursuant to the requirements under Section 217 (2AA) of the Companies Act, 1956 with respect to Directors' Responsibility Statement, it is hereby confirmed:

i) That in the preparation of the annual accounts, the applicable accounting standards had been followed along with the proper explanation relating to material departures applicable to accounting standards except non compliance of accounting standards 2, 4,6,10 and 15 as the company was closed down and there were no production and commercial activities;

ii) That the Directors had 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 the profit & loss of the Company for that period;

iii) As the factory premises, where the registered office of the company was situated, were under the custody of financial institutions, banks etc, the Directors cannot comment whether proper and sufficient care were taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) The annual accounts have not been prepared on a going concern basis.

Acknowledgement

The Board of Directors acknowledge with gratitude the support extended by Kerala State Industrial Development Corporation (KSIDC), Industrial Development Bank of India (IDBI) and State Bank of Travancore (SBT) who had been considerate to the Company during these periods of financial crisis. The financial liabilities towards these institutions were settled in subsequent years. Yours Directors also thank M/s. Federal Bank, Emakuiam North Branch and Girinagar Branch with whom the Company maintained the current accounts. Your Directors also thank all the employees and deposit holders for their seamless support during the year under review, which were settled in subsequent years. The moral support given by all our shareholders of the Company during the year under review and all subsequent years without which, the settlement of liabilities would not have been possible in subsequent years and their continued patronage to your Directors in the years ahead.

By order of the Board For Artech Power Products Ltd.

Place: Cochin 20 Vijayan IV Repsy Vijayan

Date: 10.07.2010 Chairman Managing Director


Mar 31, 2004

The Board of Directors hereby presents the 15th' annual report on the together with the audited statement of accounts for the year ended 31st March 2004. Your Directors apologize for the delay that has happened in preparing the accounts for the year under review, which was beyond the control.

Financial Results

Sales: Rs. Nil

Loss before interest, depreciation and extra: Rs.65,497.00

Other income: Rs.22,699.00

Net loss for the year: Rs.65,497.00

Dividend

As the Company has not earned any profit, the directors do not propose any dividend for the accounting year ended 31s' March 2004.

Activities during the year and current status

As reported in the Director's Report for the previous year, the Board of Directors had to take the most unpleasant decision to close down the operations of the factory w.e.f 12th April 2000. The management has engaged all possible efforts in consultation with the Financial Institutions for a revival of the company including options to bring in probable investors as joint venture or take over by potential buyers. Many proceedings in this direction progressed to different levels, but none could be crystallized by the Board or by the Institutions who rendered extensive support to our efforts. Meanwhile the Financial Institutions approached the Debt Recovery Tribunal for recovery of their loans and obtained recovery certificate as the assets of the Company are hypothecated to them. Even after this, efforts were continued for a possible revival of the Company and meanwhile the Revenue Recovery Proceedings by Sales tax Dept. worsened our efforts.

Subsequently the Revenue Department pronounced auction of the Company's property. As this would entangle our entire efforts to settle all other liabilities, the Company approached the Hon'ble High Court of Kerala again and obtained stay to the RR proceedings on our contention that the Company could by way of private sale of assets obtain higher realization of value and could settle the sales tax as well as other statutory liabilities, the Financial Institution's dues by way of compromise settlement. This view was supported by the Financial Institutions in the High Court in the interest of all stakeholders. As the asset sale requires, as per the provisions of the Companies Act, compulsory Postal Ballot, the required resolution u/s 193(a) of the Companies Act 1956 was put to the members through Postal ballot and the resolution was approved by the share holders of the Company with requisite majority. The results were announced by the Chairman on 19th March 2008.

As pressures were mounted from the Financial Institutions, Banks and Revenue Dept. for settling their liabilities, one potential buyer approached IDBI for buying the land and building of the Company. The liabilities to Financial Institutions, Banks and Revenue Dept. were in excess of Rs.36 Crores as on September 2009. As the valuation of Company's properties was much lower, a One Time Settlement was reached with the Institutions and directly settled by the buyer. They further made direct payment of the One Time Settlement arrived at with KSEB. The expenses incurred by the Company for clearing the statutory liabilities, Sales Tax settlement, BSNL settlement and on account of various litigations and proceedings after closure were also settled. The buyer on tripartite negotiations with the employees union also directly settled the employee's salary arrears, other dues and compensation. On sale of assets, the Company could clear of all the liabilities and have obtained the No Dues certificate from the Financial Institution, Bank, Revenue Dept., KSEB and BSNL.

The Board of Directors are presently looking for identifying any possible opportunity from any potential group who could associate with this Company for a takeover or merger or amalgamation so as to be mutually beneficial in the interest of all our share holders. The Board of Directors is putting in all efforts in this direction.

Shares

Company's shares have been suspended from trading due to non-payment of dues by Cochin, Bombay, Delhi and Chennai stock exchanges. The listing fees could not be paid as factory was closed and there was no income generation. The share transfer activities are done in house. Your directors will take all the possible steps to rectify the deficiencies in this matter as soon as the Company becomes operational and the required finances and personnel are available.

Directors reply to qualifications in the Auditor's Report.

Due to acute financial difficulties the factory was closed in April 2000. The operations could not commence thereafter. The books and records of the Company were maintained at the Registered office located at the factory premises. The premises were under the custody of the Financial Institution. During this period there were no maintenance and some of the records were damaged. The accounts for the previous financial year were reconstructed from the records available with the Company. Due to the above Company was unable to produce some of the documents and records for audit.

With respect to the Auditor's Qualification regarding disqualification of Directors for non-filing of Annual Accounts/Annual Returns for 3 years, the Company intends to complete filing all Accounts/Returns that are in arrears over the past years after the Annual General Meeting scheduled to be held on 30th August 2010. Once the Accounts are adopted thereat, filing will be done forthwith.

With respect to the Auditors comments on the valuation of the fixed assets and current assets, the Directors are hopeful of realizing at least a value that is reflecting in the books of accounts and hence valued on book value. The auditor's qualifications on non-compliance of the Accounting Standards are due to above reasons. With respect to the auditor's comments on violation for section 58A, the company could not repay the fixed deposit holders and the directors were prosecuted. The Company's fixed deposits were settled on compromise in subsequent years.

The Status of ESI, PF, TDS and Sales Tax:

The provisions of ESI Act were not applicable to the Company on account that the area where the factory is situated was exempted. PF contribution had been paid in the previous year whenever salary disbursements have been made. There were delayed salary payments and salary dues in arrears during the previous year. During the year under review, the factory was closed and there were no salary payment to any of the employees and hence there were no PF dues. The Company had remitted penalty for delayed payments of PF in subsequent years. There is an unpaid TDS amounting to Rs.48475/- pertaining to the year 1998-99 which could not be paid due to non-availability of proper records. Your directors have initiated steps to make this payment in subsequent years. There were unpaid sales tax dues amounting to Rs. 172,179/- pertaining to the year 1998-99 due to the financial crisis and closure of the factory. This has been settled in subsequent years.

Personnel and Industrial Relations

Industrial Relations in the Company were satisfactory during the years. After closure of the Company in April 2000, even though there were some disturbances, the employees were very supportive to the management during the occasions of discussions with probable new investors and finally the buyer for the assets of the Company. All the dues to the employees including salary and PF arrears including compensation for leaving the services are settled on compromise negotiations with the employees union in subsequent years. Your Directors take this opportunity of recording their appreciation of the wholehearted support rendered by the employees and their union during these years.

Statutory Disclosures

Fixed deposits

Your Company has neither accepted nor renewed any Fixed Deposits since the date of last Annual General Meeting. The amount of deposit outstanding as on 31st March 2000 is Rs.4,048,655/- out of which a sum of Rs.3,398,655/- represents unclaimed deposits and the balance represents claims of deposit holders, but could not be paid due to financial constraints. These Fixed Deposits were settled on compromise in subsequent years.

Auditors

M/s. G Joseph & Associates, Chartered Accountants, with Firm Registration No. 00631 OS who are the statutory Auditors of the Company hold office, in accordance with the provisions of the Companies Act, 1956 up to the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.

Disclosure of Particulars of employees

There are no employees who are in receipt of salary in excess of the limits prescribed under Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended by and Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules 1988.

Conservation of Energy, Technology absorption, Foreign Exchange earnings and outgo.

The information as required under Section 217 (i) (e) of the Companies Act, 1956 read with the Companies (Directors particulars in the Report of the Board of Directors) Rules 1988, with respect to conservation of energy, technology absorption and foreign exchange earnings and outgo is not applicable for the year under review as the company was closed down and there were no production activities.

Directors' Responsibility Statement

Pursuant to the requirements under Section 217 (2AA) of the Companies Act, 1956 with respect to Directors' Responsibility Statement, it is hereby confirmed:

i) That in the preparation of the annual accounts, the applicable accounting standards had been followed along with the proper explanation relating to material departures applicable to accounting standards except non compliance of accounting standards 2, 4,6,10 and 15 as the company was closed down and there were no production and commercial activities;

ii) That the Directors had 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 the profit & loss of the Company for that period;

iii) As the factory premises, where the registered office of the company was situated, were under the custody of financial institutions, banks etc, the Directors cannot comment whether proper and sufficient care were taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) The annual accounts have not been prepared on a going concern basis.

Acknowledgement

The Board of Directors acknowledge with gratitude the support extended by Kerala State Industrial Development Corporation (KSIDC), Industrial Development Bank of India (IDBI) and State Bank of Travancore (SBT) who had been considerate to the Company during these periods of financial crisis. The financial liabilities towards these institutions were settled in subsequent years. Yours Directors also thank M/s. Federal Bank, Ernakulam North Branch and Girinagar Branch with whom the Company maintained the current accounts. Your Directors also thank all the employees and deposit holders for their seamless support during the year under review, which were settled in subsequent years. The moral support given by all our shareholders of the Company during the year under review and all subsequent years without which, the settlement of liabilities would not have been possible in subsequent years and their continued patronage to your Directors in the years ahead.

By order of the Board

For Artech Power Products Ltd.

Place: Cochin 20 Vijayan IV Repsy Vijayan

Date: 10.07.2010 Chairman Managing Director


Mar 31, 2003

The Board of Directors hereby presents the 14m annual report on the together with the audited statement of accounts for the year ended 31st March 2003. Your Directors apologize for the delay that has happened in preparing the accounts for the year under review, which was beyond the control.

Financial Results

Sales: Rs. Nil

Profit before interest, depreciation and extra: Rs.181,317.00

Other income: Rs.252,617.00

Net Profit for the year: Rs.181,317.00

Dividend

As the Company has not earned any profit, the directors do not propose any dividend for the accounting year ended 31st March 2003.

Activities during the year and current status

As reported in the Director's Report for the previous year, the Board of Directors had to take the most unpleasant decision to close down the operations of the factory w.e.f 12th April 2000. The management has engaged all possible efforts in consultation with the Financial Institutions for a revival of the company including options to bring in probable investors as joint venture or take over by potential buyers. Many proceedings in this direction progressed to different levels, but none could be crystallized by the Board or by the Institutions who rendered extensive support to our efforts. Meanwhile the Financial Institutions approached the Debt Recovery Tribunal for recovery of their loans and obtained recovery certificate as the assets of the Company are hypothecated to them. Even after this, efforts were continued for a possible revival of the Company and meanwhile the Revenue Recovery Proceedings by Sales tax Dept. worsened our efforts.

Subsequently the Revenue Department pronounced auction of the Company's property. As this would entangle our entire efforts to settle all other liabilities, the Company approached the Hon'ble High Court of Kerala again and obtained stay to the RR proceedings on our contention that the Company could by way of private sale of assets obtain higher realization of value and could settle the sales tax as well as other statutory liabilities, the Financial Institution's dues by way of compromise settlement. This view was supported by the Financial Institutions in the High Court in the interest of all stakeholders. During the year under review, to avoid coercive steps from State Bank of Travancore part payment towards their liabilities were made by the company. As the asset sale requires, as per the provisions of the Companies Act, compulsory Postal Ballot, the required resolution u/s 193(a) of the Companies Act 1956 was put to the members through Postal ballot and the resolution was approved by the share holders of the Company with requisite majority. The results were announced by the Chairman on 19th March 2008.

As pressures were mounted from the Financial Institutions, Banks and Revenue Dept. for settling their liabilities, one potential buyer approached IDBI for buying the land and building of the Company. The liabilities to Financial Institutions, Banks and Revenue Dept. were in excess of Rs.36 Crores as on September 2009. As the valuation of Company's properties was much lower, a One Time Settlement was reached with the Institutions and directly settled by the buyer. They further made direct payment of the One Time Settlement arrived at with KSEB. The expenses incurred by the Company for clearing the statutory liabilities, Sales Tax settlement, BSNL settlement and on account of various litigations and proceedings after closure were also settled. The buyer on tripartite negotiations with the employees union also directly settled the employee's salary arrears, other dues and compensation. On sale of assets, the Company could clear of all the liabilities and have obtained the No Dues certificate from the Financial Institution, Bank, Revenue Dept., KSEB and BSNL.

The Board of Directors are presently looking for identifying any possible opportunity from any potential group who could associate with this Company for a takeover or merger or amalgamation so as to be mutually beneficial in the interest of all our share holders. The Board of Directors is putting in all efforts in this direction.

Shares

Company's shares have been suspended from trading due to non-payment of dues by Cochin, Bombay, Delhi and Chennai stock exchanges. The listing fees could not be paid as factory was closed and there was no income generation. The share transfer activities are done in house. Your directors will take all the possible steps to rectify the deficiencies in this matter as soon as the Company becomes operational and the required finances and personnel are available.

Directors reply to qualifications in the Auditor's Report.

Due to acute financial difficulties the factory was closed in April 2000. The operations could not commence thereafter. The books and records of the Company were maintained at the Registered office located at the factory premises. The premises were under the custody of the Financial Institution. During this period there were no maintenance and some of the records were damaged. The accounts for the previous financial year were reconstructed from the records available with the Company. Due to the above Company was unable to produce some of the documents and records for audit.

With respect to the Auditor's Qualification regarding disqualification of Directors for non-filing of Annual Accounts/Annual Returns for 3 years, the Company intends to complete filing all Accounts/Returns that are in arrears over the past years after the Annual General Meeting scheduled to be held on 30th August 2010. Once the Accounts are adopted there at, filing will be done forthwith.

With respect to the Auditors comments on the valuation of the fixed assets and current assets, the Directors are hopeful of realizing at least a value that is reflecting in the books of accounts and hence valued on book value. The auditor's qualifications on non-compliance of the Accounting Standards are due to above reasons. With respect to the auditor's comments on violation for section 58A, the company could not repay the fixed deposit holders and the directors were prosecuted. The Company's fixed deposits were settled on compromise in subsequent years.

The Status of ESI, PF, TDS and Sales Tax:

The provisions of ESI Act were not applicable to the Company on account that the area where the factory is situated was exempted. PF contribution had been paid in the previous year whenever salary disbursements have been made. There were delayed salary payments and salary dues in arrears during the previous year. During the year under review, the factory was closed and there were no salary payment to any of the employees and hence there were no PF dues. The Company had remitted penalty for delayed payments of PF in subsequent years. There is an unpaid TDS amounting to Rs.48,475/- pertaining to the year 1998-99 which could not be paid due to non-availability of proper records. Your directors have initiated steps to make this payment in subsequent years. There were unpaid sales tax dues amounting to Rs. 172,179/- pertaining to the year 1998-99 due to the financial crisis and closure of the factory. This has been settled in subsequent years.

Personnel and Industrial Relations

Industrial Relations in the Company were satisfactory during the years. After closure of the Company in April 2000, even though there were some disturbances, the employees were very supportive to the management during the occasions of discussions with probable new investors and finally the buyer for the assets of the Company. All the dues to the employees including salary and PF arrears including compensation for leaving the services are settled on compromise negotiations with the employees union in subsequent years. Your Directors take this opportunity of recording their appreciation of the wholehearted support rendered by the employees and their union during these years.

Statutory Disclosures

Fixed deposits

Your Company has neither accepted nor renewed any Fixed Deposits since the date of last Annual General Meeting. The amount of deposit outstanding as on 31st March 2000 is Rs. 4,048,655/- out of which a sum of Rs.3,398,655/- represents unclaimed deposits and the balance represents claims of deposit holders, but could not be paid due to financial constraints. These Fixed Deposits were settled on compromise in subsequent years.

Auditors

M/s. G Joseph & Associates, Chartered Accountants, with Firm Registration No. 00631 OS who are the statutory Auditors of the Company hold office, in accordance with the provisions of the Companies Act, 1956 up to the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.

Disclosure of Particulars of employees

There are no employees who are in receipt of salary in excess of the limits prescribed under Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended by and Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules 1988.

Conservation of Energy, Technology absorption, Foreign Exchange earnings and outgo.

The information as required under Section 217 (i) (e) of the Companies Act, 1956 read with the Companies (Directors particulars in the Report of the Board of Directors) Rules 1988, with respect to conservation of energy, technology absorption and foreign exchange earnings and outgo is not applicable for the year under review as the company was closed down and there were no production activities.

Directors' Responsibility Statement

Pursuant to the requirements under Section 217 (2AA) of the Companies Act, 1956 with respect to Directors' Responsibility Statement, it is hereby confirmed:

i) That in the preparation of the annual accounts, the applicable accounting standards had been followed along with the proper explanation relating to material departures applicable to accounting standards except non compliance of accounting standards 2, 4,6,10 and 15 as the company was closed down and there were no production and commercial activities;

ii) That the Directors had 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 the profit & loss of the Company for that period;

iii) As the factory premises, where the registered office of the company was situated, were under the custody of financial institutions, banks etc, the Directors cannot comment whether proper and sufficient care were taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) The annual accounts have not been prepared on a going concern basis.

Acknowledgement

The Board of Directors acknowledge with gratitude the support extended by Kerala State Industrial Development Corporation (KSIDC), Industrial Development Bank of India (IDBI) and State Bank of Travancore (SBT) who had been considerate to the Company during these periods of financial crisis. The financial liabilities towards these institutions were settled in subsequent years. Yours Directors also thank M/s. Federal Bank, Ernakulam North Branch and Girinagar Branch with whom the Company maintained the current accounts. Your Directors also thank all the employees and deposit holders for their seamless support during the year under review, which were settled in subsequent years. The moral support given by all our shareholders of the Company during the year under review and all subsequent years without which, the settlement of liabilities would not have been possible in subsequent years and their continued patronage to your Directors in the years ahead.

By order of the Board For Artech Power Products Ltd.

Place :Cochin 20 Vijayan IV Repsy Vijayan

Date: 10.07.2010 Chairman Managing Director


Mar 31, 2002

The Board of Directors hereby presents the 13th annual report on the together with the audited statement of accounts for the year ended 31st March 2002. Your Directors apologize for the delay that has happened in preparing the accounts for the year under review, which was beyond the control.

Financial Results

Sales: Rs. Nil

Loss before interest, depreciation and extra: Rs.62,247.00

Other income: Rs.37,271.00

Net loss for the year: Rs.62,247.00

Dividend

As the Company has not earned any profit, the directors do not propose any dividend for the accounting year ended 315( March 2002.

Activities during the year and current status

As reported in the Director's Report for the previous year, the Board of Directors had to take the most unpleasant decision to close down the operations of the factory w.e.f 12th April 2000. The management has engaged all possible efforts in consultation with the Financial Institutions for a revival of the company including options to bring in probable investors as joint venture or take over by potential buyers. Many proceedings in this direction progressed to different levels, but none could be crystallized by the Board or by the Institutions who rendered extensive support to our efforts. Meanwhile the Financial Institutions approached the Debt Recovery Tribunal for recovery of their loans and obtained recovery certificate as the assets of the Company are hypothecated to them. Even after this, efforts were continued for a possible revival of the Company and meanwhile the Revenue Recovery Proceedings by Sales tax Dept. worsened our efforts.

Subsequently the Revenue Department pronounced auction of the Company's property. As this would entangle our entire efforts to settle all other liabilities, the Company approached the Hon'ble High Court of Kerala again and obtained stay to the RR proceedings on our contention that the Company could by way of private sale of assets obtain higher realization of value and could settle the sales tax as well as other statutory liabilities, the Financial Institution's dues by way of compromise settlement. This view was supported by the Financial Institutions in the High Court in the interest of all stakeholders. As the asset sale requires, as per the provisions of the Companies Act, compulsory Postal Ballot, the required resolution u/s 193(a) of the Companies Act 1956 was put to the members through Postal ballot and the resolution was approved by the share holders of the Company with requisite majority. The results were announced by the Chairman on 19th March 2008.

As pressures were mounted from the Financial Institutions, Banks and Revenue Dept. for settling their liabilities, one potential buyer approached IDBI for buying the land and building of the Company. The liabilities to Financial Institutions, Banks and Revenue Dept. were in excess of Rs. 36 Crores as on September 2009. As the valuation of Company's properties was much lower, a One Time Settlement was reached with the Institutions and directly settled by the buyer. They further made direct payment of the One Time Settlement arrived at with KSEB. The expenses incurred by the Company for clearing the statutory liabilities, Sales Tax settlement, BSNL settlement and on account of various litigations and proceedings after closure were also settled. The buyer on tripartite negotiations with the employees union also directly settled the employee's salary arrears, other dues and compensation. On sale of assets, the Company could clear of all the liabilities and have obtained the No Dues certificate from the Financial Institution, Bank, Revenue Dept., KSEB and BSNL.

The Board of Directors are presently looking for identifying any possible opportunity from any potential group who could associate with this Company for a takeover or merger or amalgamation so as to be mutually beneficial in the interest of all our share holders. The Board of Directors is putting in all efforts in this direction.

Shares

Company's shares have been suspended from trading due to non-payment of dues by Cochin, Bombay, Delhi and Chennai stock exchanges. The listing fees could not be paid as factory was closed and there was no income generation. The share transfer activities are done in house. Your directors will take all the possible steps to rectify the deficiencies in this matter as soon as the Company becomes operational and the required finances and personnel are available.

Directors reply to qualifications in the Auditor's Report.

Due to acute financial difficulties the factory was closed in April 2000. The operations could not commence thereafter. The books and records of the Company were maintained at the Registered office located at the factory premises. The premises were under the custody of the Financial Institution. During this period there were no maintenance and some of the records were damaged. The accounts for the previous financial year were reconstructed from the records available with the Company. Due to the above Company was unable to produce some of the documents and records for audit.

With respect to the Auditors comments on the valuation of the fixed assets and current assets, the Directors are hopeful of realizing at least a value that is reflecting in the books of accounts and hence valued on book value. The auditor's qualifications on non-compliance of the Accounting Standards are due to above reasons. With respect to the auditor's comments on violation for section 58A, the company could not repay the fixed deposit holders and the directors were prosecuted. The Company's fixed deposits were settled on compromise in subsequent years.

The Status of ESI, PF, TDS and Sales Tax:

The provisions of ESI Act were not applicable to the Company on account that the area where the factory is situated was exempted. PF contribution had been paid in the previous year whenever salary disbursements have been made. There were delayed salary payments and salary dues in arrears during the previous year. During the year under review, the factory was closed and there were no salary payment to any of the employees and hence there were no PF dues. The Company had remitted penalty for delayed payments of PF in subsequent years. There is an- unpaid TDS amounting to Rs.48,475/- pertaining to the year 1998-99 which could not be paid due to non-availability of proper records. Your directors have initiated steps to make this payment in subsequent years. There were unpaid sales tax dues amounting to Rs. 172,179/- pertaining to the year 1998-99 due to the financial crisis and closure of the factory. This has been settled in subsequent years.

Personnel and Industrial Relations

Industrial Relations in the Company were satisfactory during the years. After closure of the Company in April 2000, even though there were some disturbances, the employees were very supportive to the management during the occasions of discussions with probable new investors and finally the buyer for the assets of the Company. All the dues to the employees including salary and PF arrears including compensation for leaving the services are settled on compromise negotiations with the employees union in subsequent years. Your Directors take this opportunity of recording their appreciation of the wholehearted support rendered by the employees and their union during these years.

Statutory Disclosures

Fixed deposits

Your Company has neither accepted nor renewed any Fixed Deposits since the date of last Annual General Meeting. The amount of deposit outstanding as on 31st March 2000 is Rs.4,048,655/- out of which a sum of Rs. 3,398,655/- represents unclaimed deposits and the balance represents claims of deposit holders, but could not be paid due to financial constraints. These Fixed Deposits were settled on compromise in subsequent years.

Auditors

M/s. G Joseph & Associates, Chartered Accountants, with Firm Registration No. 00631 OS who are the statutory Auditors of the Company hold office, in accordance with the provisions of the Companies Act, 1956 up to the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.

Disclosure of Particulars of employees

There are no employees who are in receipt of salary in excess of the limits prescribed under Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended by and Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules 1988.

Conservation of Energy, Technology absorption, Foreign Exchange earnings and outgo.

The information as required under Section 217 (i) (e) of the Companies Act, 1956 read with the Companies (Directors particulars in the Report of the Board of Directors) Rules 1988, with respect to conservation of energy, technology absorption and foreign exchange earnings and outgo is not applicable for the year under review as the company was closed down and there were no production activities.

Directors' Responsibility Statement

Pursuant to the requirements under Section 217 (2AA) of the Companies Act, 1956 with respect to Directors' Responsibility Statement, it is hereby confirmed:

i) That in the preparation of the annual accounts, the applicable accounting standards had been followed along with the proper explanation relating to material departures applicable to accounting standards except non compliance of accounting standards 2, 4,6,10 and 15 as the company was closed down and there were no production and commercial activities;

ii) That the Directors had 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 the profit & loss of the Company for that period;

iii) As the factory premises, where the registered office of the company was situated, were under the custody of financial institutions, banks etc, the Directors cannot comment whether proper and sufficient care were taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) The annual accounts have not been prepared on a going concern basis.

Acknowledgement

The Board of Directors acknowledge with gratitude the support extended by Kerala State Industrial Development Corporation (KSIDC), Industrial Development Bank of India (IDBI) and State Bank of Travancore (SBT) who had been considerate to the Company during these periods of financial crisis. The financial liabilities towards these institutions were settled in subsequent years. Yours Directors also thank M/s. Federal Bank, Ernakulam North Branch and Girinagar Branch with whom the Company maintained the current accounts. Your Directors also thank all the employees and deposit holders for their seamless support during the year under review, which were settled in subsequent years. The moral support given by all our shareholders of the Company during the year under review and all subsequent years without which, the settlement of liabilities would not have been possible in subsequent years and their continued patronage to your Directors in the years ahead.

By order of the Board

For Artech Power Products Ltd.

Place; Cochin 20 VTjayan IV Repsy Vijayan

Date. 10.07.2010 Chairman Managing Director


Mar 31, 2001

The Board of Directors hereby presents the 12th annual report on the together with the audited statement of accounts for the year ended 31st March 2001. Your Directors apologize for the delay that has happened in preparing the accounts for the year under review, which was beyond the control.

Financial Results

Sales: Rs. Nil

Loss before interest, depreciation and extra: Rs. 165,004.00

Other income: Rs.119,424.00

Net loss for the year: Rs.165,004.00

Dividend

As the Company has not earned any profit, the directors do not propose any dividend for the accounting year ended 31st March 2001.

Activities during the year and current status

During the year under review, on account of reasons beyond the control, the Board of Directors had to take the most unpleasant decision to close down the operations of the factory w.e.f 12th April 2000 There was also no production activities during the first 11 days of the year due to non-availability of the funds, the working capital crisis and the coercive steps that the company had to face. As reported in the last report, keys of the factory premises were handed over to KSIDC/ IDBI. The management has engaged all possible efforts in consultation With the Financial Institutions for a revival of the company including options to bring in probable investors as joint venture or take over by potential buyers. Many proceedings in this direction progressed to different levels, but none could be crystallized by the Board or by the Institutions who rendered extensive support to our efforts. Meanwhile the Financial Institutions approached the Debt Recovery Tribunal for recovery of their loans and obtained recovery certificate as the assets of the Company are hypothecated to them. Even after this, efforts were continued for a possible revival of the Company and meanwhile the Revenue Recovery Proceedings by Sales tax Dept. worsened our efforts.

Subsequently the Revenue Department pronounced auction of the Company's property. As this would entangle our entire efforts to settle all other liabilities, the Company approached the Hon'ble High Court of Kerala again and obtained stay to the RR proceedings on our contention that the Company could by way of private sale of assets obtain higher realization of value and could settle the sales tax as well as other statutory liabilities, the Financial Institution's dues by way of compromise settlement. This view was supported by the Financial Institutions in the High Court in the interest of all stakeholders. As the asset sale requires, as per the provisions of the Companies Act, compulsory Postal Ballot, the required resolution u/s 193(a) of the Companies Act 1956 was put to the members through Postal ballot and the resolution was approved by the share holders of the Company with requisite majority. The results were announced by the Chairman on 19th March 2008.

As pressures were mounted from the Financial Institutions, Banks and Revenue Dept. for settling their liabilities, one potential buyer approached IDBI for buying the land and building of the Company. The liabilities to Financial Institutions, Banks and Revenue Dept. were in excess of Rs. 36 Crores as on September 2009. As the valuation of Company's properties was much lower, a One Time Settlement was reached with the Institutions and directly settled by the buyer. They further made direct payment of the One Time Settlement arrived at with KSEB. The expenses incurred by the Company for clearing the statutory liabilities, Sales Tax settlement, BSNL settlement and on account of various litigations and proceedings after closure were also settled. The buyer on tripartite negotiations with the employees union also directly settled the employee's salary arrears, other dues and compensation. On sale of assets, the Company could clear of all the liabilities and have obtained the No Dues certificate from the Financial Institution, Bank, Revenue Dept., KSEB and BSNL.

The Board of Directors are presently looking for identifying any possible opportunity from any potential group who could associate with this Company for a takeover or merger or amalgamation so as to be mutually beneficial in the interest of all our share holders. The Board of Directors is putting in all efforts in this direction.

Shares

Company's shares have been suspended from trading due to non-payment of dues by Cochin, Bombay, Delhi and Chennai stock exchanges. The listing fees could not be paid as factory was closed and there was no income generation. The share transfer activities are done in house. Your directors will take all the possible steps to rectify the deficiencies in this matter as soon as the Company becomes operational and the required finances and personnel are available.

were damaged the accounts for the previous financial year were reconstructed from the records available with the Company. Due to the above Company was unable to produce some of the documents and records for audit.

With respect to the Auditors comments on the valuation of the fixed assets and current assets, the Directors are hopeful of realizing at least a value that is reflecting in the books of accounts and hence valued on book value. The auditor's qualifications on non-compliance of the Accounting Standards are due to above reasons. With respect to the auditor's comments on violation for section 58A, the company could not repay the fixed deposit holders and the directors were prosecuted. The Company's fixed deposits were settled on compromise in subsequent years.

The Status of ESI, PF, TDS and Sales Tax:

The provisions of ESI Act were not applicable to the Company on account that the area where the factory is situated was exempted. PF contribution had been paid in the previous year whenever salary disbursements have been made. There were delayed salary payments and salary dues in arrears during the previous year. During the year under review, the factory was closed and there were no salary payment to any of the employees and hence there were no PF dues. The Company had remitted penalty for delayed payments of PF in subsequent years. There is an unpaid TDS amounting to Rs. 48,475/- pertaining to the year 1998-99 which could not be paid due to non-availability of proper records. Your directors have initiated steps to make this payment in subsequent years. There were unpaid sales tax dues amounting to Rs. 172,179/- pertaining to the year 1998-99 due to the financial crisis and closure of the factory. This has been settled in subsequent years.

Personnel and Industrial Relations

Industrial Relations in the Company were satisfactory during the years. After closure of the Company in April 2000, even though there were some disturbances, the employees were very supportive to the management during the occasions of discussions with probable new investors and finally the buyer for the assets of the Company. All the dues to the employees including salary and PF arrears including compensation for leaving the services are settled on compromise negotiations with the employees union in subsequent years. Your Directors take this opportunity of recording their appreciation of the wholehearted support rendered by the employees and their union during these years.

Statutory Disclosures

Fixed deposits

Your Company has neither accepted nor renewed any Fixed Deposits since the date of last Annual General Meeting. The amount of deposit outstanding as on 31st March 2000 is Rs. 4,048,655/- out of which a sum of Rs. 3,398,655/- represents unclaimed deposits and the balance represents claims of deposit holders, but could not be paid due to financial constraints. These Fixed Deposits were settled on compromise in subsequent years.

Auditors

M/s. G Joseph & Associates, Chartered Accountants, with Firm Registration No. 00631 OS who are the statutory Auditors of the Company hold office, in accordance with the provisions of the Companies Act, 1956 up to the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.

Disclosure of Particulars of employees

There are no employees who are in receipt of salary in excess of the limits prescribed under Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended by and Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules 1988.

Conservation of Energy, Technology absorption. Foreign Exchange earnings and outgo.

The information as required under Section 217 (i) (e) of the Companies Act, 1956 read with the Companies (Directors particulars in the Report of the Board of Directors) Rules 1988, with respect to conservation of energy, technology absorption and foreign exchange earnings and outgo is not applicable for the year under review as the company was closed down and there were no production activities.

Directors' Responsibility Statement

Pursuant to the requirements under Section 217 (2AA) of the Companies Act, 1956 with respect to Directors' Responsibility Statement, it is hereby confirmed:

i) That in the preparation of the annual accounts, the applicable accounting standards had been followed along with the proper explanation relating to material departures applicable to accounting standards except non compliance of accounting standards 2, 4,6,10 and 15 as the company was closed down and there were no production and commercial activities;

ii) That the Directors had 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 the profit & toss of the Company for that period;

iii) As the factory premises, where the registered office of the company was situated, were under the custody of financial institutions, banks etc, the Directors cannot comment whether proper and sufficient care were taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) The annual accounts have not been prepared on a going concern basis.

Acknowledgement

The Board of Directors acknowledge with gratitude the support extended by Kerala State Industrial Development Corporation (KSIDC), Industrial Development Bank of India (IDBI) and State Bank of Travancore (SBT) who had been considerate to the Company during these periods of financial crisis. The financial liabilities towards these institutions were settled in subsequent years. Yours Directors also thank M/s. Federal Bank, Emakulam North Branch and Girinagar Branch with whom the Company maintained the current accounts. Your Directors also thank all the employees and deposit holders for their seamless support during the year under review, which were settled in subsequent years. The moral support given by all our shareholders of the Company during the year under review and all subsequent years without which, the settlement of liabilities would not have been possible in subsequent years and their continued patronage to your Directors in the years ahead.

By order of the Board

For Artech Power Products Ltd.

Place: Cochin 20 Vijayan IV Repsy Vijayan

Date: 10.07.2010 Chairman Managing Director

 
Subscribe now to get personal finance updates in your inbox!