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Directors Report of Artson Engineering Ltd.

Mar 31, 2015

DEAR MEMBERS,

The Directors present their Thirty-Sixth Annual Report along with the Audited Financial Statement for the Financial Year ended 31st March 2015.

1. Performance of the Company

The Company's performance for the year is summarised below:

Financial Highlights

(Rs. Crore) Financial Financial Year ended Year ended 31st March 31st March 2015 2014

Sales and Other Income 65.09 79.61

Profit/ (Loss) before Finance Cost, Tax, 3.41 (1.84)

Depreciation and Exceptional Items

Profit/ (Loss) before tax (1.99) (8.33)

Profit/ (Loss) after tax (1.99) (8.33)

Profit/ (Loss) brought forward (67.40) (59.07)

Profit/ (Loss) available for appropriation (69.56) (67.40)

Operations

The Company's Total Income for the year under review aggregated Rs. 65.09 Crore (Previous year - Rs. 79.61 Crore). The operations of the Company for the year under review resulted in a Loss after Tax of Rs. 1.99 Crore (Previous year - Loss after Tax Rs. 8.33 Crore).

The Company commenced the financial year with an order backlog of about Rs. 56 Crore. During the year under review, the Company received new orders with estimated value of about Rs. 60 Crore and thus, the orders available for execution aggregated approx. Rs. 116 Crore.

During the year under review, the Company successfully restarted its operations in United Arab Emirates (UAE) and commenced the execution of the works entailing fabrication, erection and painting of tanks and pipe rack along with exports of fabricated items and fabrication and storage of chemical tanks at Sharjah, UAE.

In respect of the tankage order being undertaken at Gujarat, the Company has nearly completed civil works and shortly, it will commence the execution of mechanical portion of the order.

In addition to the execution of the order pertaining to manufacture of buffer vessels, Nashik factory was also occupied with the execution of crude tank pre-fabrication and piping spooling and it is presently under final stage of completion.

Majority of the orders which are being executed in Sharjah, UAE, were awarded only in the 3rd quarter of the Financial Year ended 31st March 2015. Although the Company could complete the order pertaining to design, engineering, manufacturing, supply, testing and commissioning of buffer vessels, it could not garner similar such orders due to lack of activity in the market. Demand at Gamharia (Jamshedpur) slowed after KPO related fabrication dispatches. During the year under review, the Company has also completed major portion of the order entailing fabrication and supply of structurals at the Company's manufacturing facility at Nagpur. The Company intends to undertake Nagpur yard development activity.

Cumulative effect of the above has resulted in the Company's Turnover for the Financial Year 2014-15 falling below expectations.

The Company's Nashik factory has started manufacturing bottling plant and machinery for overseas and domestic markets. With renewal of the existing certifications and new certifications of American Society of Mechanical Engineers (ASME), the Company is hopeful of booking new orders for manufacturing pressure vessels. As a matter of fact, the Company is the first pressure vessel manufacturing unit in the Nashik industrial area. It has obtained ISO 9001-2008 certification for manufacturing & supply of Engineering, Procurement, Construction of Oil & Gas Process & Storage System, structure for power & steel plant, including various types of process industries.

2. Rehabilitation Scheme sanctioned by the Board for Industrial and Financial Reconstruction

The Company's Miscellaneous Application (MA) with the Board for Industrial and Financial Reconstruction (BIFR), containing a proposal for modification of the Sanctioned Scheme, by converting the total outstanding loan, availed from Tata Projects Limited (TPL), the Holding Company, aggregating Rs. 44.18 Crore (including interest upto 31st March 2013) into 44,18,22,878 4 % Optionally Convertible Cumulative Redeemable Preference Shares of Rs. 1/- each to be allotted to TPL on preferential allotment basis and also extension of the rehabilitation period, is still pending with the BIFR.

During the year under review, the Company had also filed one more MA with the BIFR seeking certain reliefs and concessions from the Income Tax Department which are perceived to be in the interest of the Company.

3. Borrowings

As mentioned above, the Miscellaneous Application pertaining to financial restructuring proposal is pending consideration by the BIFR. Accordingly, the Company was not required to repay the balance installments of term-loan as well as the outstanding Inter-Corporate Deposits availed from Tata Projects Limited (TPL). At the hearings granted by the BIFR from time to time, TPL and Bank of India (the Monitoring Agency) have informed the BIFR about their approval for the modifications proposed in the Miscellaneous Applications.

4. Short- term loan from Tata Capital Financial Services Limited

During the Financial Year under review, the Company has borrowed a short term loan aggregating Rs. 21 Crore (Working Capital Demand Loan: Rs. 1 Crore and Short term loan: Rs. 20 Crore) from Tata Capital Financial Services Limited. The Company has also retired the Corporation Bank loan of Rs. 20 Crore.

5. Extract of the Annual Return

An extract of the Annual Return as provided under Section 92 (3) of the Companies Act, 2013 is annexed to this Report and forms part of this Report.

6. Number of meetings of the Board of Directors

6 (six) Board Meetings were held during the year under review. The dates of these Board Meetings are 14th May 2014, 19th July 2014, 17th October 2014, 19th November 2014, 16th January 2015 and 12th March 2015.

7. Directors' Responsibility Statement

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the Internal, Statutory and Secretarial Auditors and the reviews performed by Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company's internal financial controls were adequate and effective during the Financial Year 2014-15.

Accordingly, pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

a. in the preparation of the annual accounts, the applicable accounting standards had been followed and there was no material departures from them;

b. 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 of the profit or loss of the Company for that period;

c. the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. the Directors had prepared the annual accounts on a going concern basis;

e. the Directors had laid down internal financial controls to be followed by the Company and that such financial controls are adequate and were operating effectively; and

f. the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

8. Directors and Key Managerial Personnel

Based on the recommendations of the Nomination and Remuneration Committee, Ms. Leja Hattiangadi was appointed as an Additional Director (Non-Executive and Independent) effective 12th March 2015. The Board has formed an opinion that Ms. Leja Hattiangadi possesses the requisite skills and knowledge and it would be in the interest of the Company to appoint Ms. Leja Hattiangadi as an Independent Director of the Company.

Pursuant to Section 161 of the Companies Act, 2013, Ms. Leja Hattiangadi holds office as Additional Director, upto the ensuing Annual General Meeting, but is eligible for re-appointment. The Company has received notice in writing from a member proposing the candidature of Ms. Leja Hattiangadi for the office of Director. Accordingly, proposal for appointment of Ms. Leja Hattiangadi as Director is being placed before the shareholders for their approval at the ensuing Annual General Meeting.

Pursuant to Section 149 of the Companies Act, 2013, the Board has, subject to the approval of the Members at the ensuing Annual General Meeting, approved the appointment of Ms. Leja Hattiangadi, as an Independent Director on the Board of the Company for a term of 5 consecutive years effective from 12th March 2015.

Ms. Hattiangadi satisfies the criteria for independence laid down in the Companies Act, 2013 and accordingly, the Board recommends the proposal for appointment of Ms. Leja Hattiangadi as an Independent Director for approval by the shareholders at the ensuing Annual General Meeting.

As per the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Pralhad Pawar retires by rotation and being eligible, offers himself for re-appointment.

Mr. A. K. Misra, a non-executive Director and nominee of Tata Projects Limited resigned as a Director of the Company effective 5th May 2015. The Board has placed on record its appreciation of the significant role played by Mr. Misra during his tenure as a Director.

There has been no change in the composition of the Board of Directors except the induction of Ms. Leja Hattiangadi as an Additional Director (Non-Executive and Independent) and cessation of Mr. A. K. Misra as a Director on the Company's Board.

During the year under review, Mr. Pratik Agrawal, was appointed as Chief Financial Officer (CFO) effective 21st July 2014 and he ceased to be the CFO of the Company effective 12th December 2014. In his place Mr. Rajesh Mandale has been appointed as the CFO effective 2nd February 2015. No other Key Managerial Personnel has been appointed or has tendered resignation during the Financial Year 2014-15.

The Company has filed a Miscellaneous Application (No. 536/ 2013 dated 14th October 2013) ['MA'] with the Board for Industrial and Financial Reconstruction (BIFR), seeking amongst others, the exemption from the mandatory requirement pursuant to Section 269 of the Companies Act, 1956 or any such provision under the Companies Act, 2013 regarding the appointment of Managing Director/ Whole Time Director / Manager until the period of rehabilitation of the Scheme. The said MA is pending consideration by the BIFR. In view thereof, the Company has not appointed Managing Director/ Whole Time Director / Manager.

9. Declaration given by Independent Directors

As per the requirement of Section 149 (7) of the Companies Act, 2013, Mr. Nalin Shah, Mr. Michael Bastian and Ms. Leja Hattiangadi, Independent Directors have given their respective declarations that they meet the criteria of independence as specified under Section 149 (6) of the Act.

10. Particulars of Loans, guarantees or investments

The Company has neither given any loans or guarantee nor provided any security in connection with loan to any body corporate or person nor has it acquired by subscription, purchase or otherwise, the securities of any body corporate as provided under Section 186 of the Companies Act, 2013.

11. Remuneration Policy

Based on the recommendations of the Nomination and Remuneration Committee, the Board of Directors has approved and adopted a Remuneration Policy for Directors, Key Managerial Personnel and other employees of the Company as required under Section 178 (3) of the Companies Act, 2013. The Company has adopted Governance Guidelines which inter-alia covers composition and role of the Board, Board Appointment, Induction & Development, Director Remuneration, Code of Conduct, Board Effectiveness Review and mandates of the Board Committees. The Remuneration Policy is annexed to this Report and forms part of this Report.

12. Particulars of contracts or arrangements with related parties

Particulars of contracts or arrangements with related parties in form No. AOC- 2 as required pursuant to the provisions of Section 134(3)(h) and Rule 8 of the Companies (Accounts), Rules, 2014 is annexed to this Report and forms part of this Report.

13. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgoings

Particulars prescribed under Section 134(3)(m) of the Companies Act, 2013 are given in an Annexure to this Report and forms part of this Report.

14. Risk Management Policy

The Company has adopted a Risk Management and Mitigation Policy. A formal Risk reporting system has been devised by the Company. Risk Management Committee has also been constituted comprising of a Director and senior officials of the Company.

15. Annual Evaluation

The performance of Board of Directors and the Committees constituted by the Board and the individual directors has been evaluated during the Financial Year ended 31st March 2015.

16. Particulars of Subsidiary companies or Joint ventures or associate company

The Company does not have any joint venture with any person or an associate company as defined under Section 2 (6) of the Companies Act, 2013 ('the Act') or subsidiary company as defined under Section 2 (87) of the Act.

17. Particulars of Deposits

During the year under review, the Company has neither accepted any deposit covered under Chapter V of the Companies Act, 2013 nor has it accepted deposit which are not in compliance with the requirements of Chapter V.

18. Particulars of Material Orders

During the year under review, neither any Regulator nor any Court or Tribunal has passed any significant and material order impacting the going concern status and the Company's operations in future.

19. Audit Committee

The Audit Committee comprises of Mr. Nalin Shah, Mr. Michael Bastian, the Independent Directors and Mr. Shashikant Oak, the BIFR Nominee. Mr. Nalin Shah and Mr. Michael Bastian are Chartered Accountants by profession and Mr. Oak has vast experience in the Ministry of Finance. The composition of the Committee is as per the provisions of Section 177 of the Companies Act, 2013. The Audit Committee continues to provide valuable advice and guidance in the areas of costing, finance and internal controls.

20. Auditors

M/s. Chokshi & Chokshi LLP, Chartered Accountants, the Statutory Auditors of the Company are due to retire at the ensuing Annual General Meeting. The Company has received a written consent and a certificate from the Statutory Auditors, under Section 139 of the Companies Act, 2013, stating that the appointment, if made will be in accordance with Rule 4 (1) of the Companies (Audit and Auditors) Rules, 2014.

21. Cost Auditors

The Company has filed the Cost Compliance Report and the Cost Audit Report for the Financial Year ended 31st March 2014 with the Ministry of Corporate Affairs (MCA) on 14th August 2014 and 18th August 2014 respectively, which is within the prescribed time.

Considering then prevailing provisions, the Company had appointed M/s. R. Nanabhoy & Co., Cost Accountants, Mumbai, as the Company's Cost Auditors for the Financial Year 2014-15 pursuant to the Companies (Audit and Auditors) Rules, 2014 ('Rules').

The said Rules were amended by MCA vide its Notification dated 31st December 2014. Consequently, the amended Rules are not applicable to the Company and hence, Cost Audit is not applicable to the Company for the year under review.

22. Particulars of Employees

Information as per Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this Report and forms part of this Report.

23. Secretarial Audit Report

During the year under review, the Company had appointed M/s. P. P. Shah, Practising Company Secretaries, Mumbai as the Secretarial Auditor for the Financial Year 2014-15. The report in form MR- 3 on the Audit carried out by the said Auditor is annexed to this Report.

24. Purchase of shares of the Company

The Company does not give any loan, guarantee or security, or any financial assistance to the employees of the Company for the purpose of purchase or subscription for any shares of the Company or its Holding company pursuant to Section 67 (2) of the Companies Act, 2013.

25. Corporate Social Responsibility Committee

The provisions of Section 135 of the Companies Act, 2013 are not presently applicable to the Company.

26. Vigil Mechanism

The Company has adopted a Whistle Blower Policy to report to the Management instances of unethical behaviour, actual or suspected, fraud or violation of the Company's code of conduct or ethics policy. Under this policy, the employees can approach the Company's Ethics Counsellor/ Chairman of the Audit Committee.

27. Issue of shares with differential voting rights

The Company has not issued any shares with differential voting rights pursuant to the provisions of Rule 4 of the Companies (Share Capital and Debenture) Rules, 2014.

28. Issue of sweat equity shares

During the year under review, the Company has not issued any sweat equity shares to any of its employees, pursuant to the provisions of Rule 8 of the Companies (Share Capital and Debenture) Rules, 2014.

29. Employee Stock Option

The Company does not have any Employee Stock Option Scheme for its employees.

30. Reports on Corporate Governance and Management Discussion and Analysis

SEBI has vide its Circular (Ref No. CIR/CFD/POLICY CELL/7/2014 dated 15th September 2014) amongst others, made the compliance with the provisions of amended Clause 49 of the Listing Agreement, non-mandatory for time being, to those companies having paid-up equity share capital not exceeding Rs. 10 Crore and Net Worth not exceeding Rs. 25 Crore as on the last day of the previous financial year. Considering that the Company's paid-up equity share capital was Rs. 3.69 Crore and the Net Worth was negative as on 31st March 2014, compliance with the provisions of revised Clause 49 of the Listing Agreement is not mandatory to the Company.

Accordingly, for the year under review, the reports stating compliance with revised Clause 49 of the Listing Agreement dealing with the Code of Corporate Governance and the Management Discussion and Analysis have not been annexed to this Report.

31. Acknowledgements

The Directors wish to place on record their sincere appreciation for the unrelenting support received during the year from the Shareholders, Tata Projects Limited, customers - both in India and abroad, suppliers, vendors and service providers, Banks, the Board for Industrial and Financial Reconstruction (BIFR), the Appellate Authority for Industrial and Financial Reconstruction (AAIFR) and other Government and Regulatory authorities, Financing and lending institutions. The Board wishes to record its deep appreciation to all the employees and workers of the Company for their dedication and commitment.

For and on behalf of the Board of Directors

VINAYAK DESHPANDE Mumbai, 4th May 2015 Chairman


Mar 31, 2014

TO THE MEMBERS,

The Directors present their Thirty-Fifth Annual Report along with the Audited Financial Statement for the Financial Year ended 31st March 2014.

1. Performance of the Company

The Company''s performance for the year is summarised below: Financial Highlights

(Rs. Crore)

Financial Year ended Financial Year ended 31st March 2014 31st March 2013

Sales and Other Income 79.61 59.25

Profit/(Loss) before Finance Cost, Tax, (1.84) (29.70)

Depreciation and Exceptional Items

Profit/(Loss) before tax (8.33) (39.41)

Profit/ (Loss) after tax (8.33) (39.40)

Profit/ (Loss) brought forward (59.07) (19.67)

Profit/(Loss) available for appropriation (67.40) (59.07)

Operations

The Company''s Total Income for the year under review aggregated Rs. 79.61 Crore (Previous year - Rs. 59.25 Crore). The operations of the Company for the period under review resulted in a Loss after Tax of Rs. 8.33 Crore (Previous year - Loss after Tax Rs. 39.40 Crore).

The Company commenced the financial year with an order backlog of about Rs. 54 Crore. During the year under review, the Company received new orders with estimated value of about Rs. 116 Crore. Out of this, the Company received a repeat order for the works entailing structural fabrication at Gamharia, Jamshedpur and a major order for fabrication, erection, assembly, painting, supply and transportation of various building structures. Thus, the total orders available for execution aggregated approx. Rs. 170 Crore, leaving behind a backlog at the year end of approximately Rs. 66 Crore.

The year in retrospect was a difficult year in terms of operations. The Clients who had awarded contracts to the Company either reduced the contract value or the scope of works. Moreover, since the market conditions were not conducive, few of the orders did not materialise. As a result, the Turnover of the Company was below the expectations.

During the year under review, the Company completed all mechanical works pertaining to the construction of 21 (Twenty One) tanks at Liquid Tank Terminal at Haldia. The Company has completed construction of Export Oil Storage tank at Barmer and blasting and painting is in progress and hydro test balance is expected to complete in the first quarter of the Financial Year 2014-15. The structural fabrication activities at Gamharia, Jamshedpur were carried out in a smooth manner and are likely to be completed by second quarter of the Financial Year 2014-15.

The Company has also completed site demobilisation activities at Dahej, Gujrat, KPO, Odisha and Cuddalore, Tamil Nadu.

The Company''s Nashik Factory received an Order for design, engineering, manufacturing, supply, testing and commissioning of 12 nos. of Buffer Vessels. 4 (Four) vessels were delivered up to the end of the Financial Year under review and delivery of balance vessels is likely to be completed by second quarter of the Financial Year 2014-15.

The Company has started a new manufacturing facility at Umred, Nagpur wherein medium to heavy structural fabrication works are undertaken. The Order pertaining to fabrication of the building structures is being executed at this Manufacturing facility.

With a view to bring stability in operations, the Company''s Management plans to concentrate more on Fabrication/ Manufacturing instead of EPC related projects activities. The Company will continue to be selective and cautious in carrying out ''Tankage'' related works. It is perceived that the strategy to take orders for fabrication work from Tata Companies will help to further stabilise the operations of the Company.

With the support of Tata Projects Limited, the Company is hopeful of reporting improved performance in the years to follow.

2. Rehabilitation Scheme sanctioned by the Board for Industrial and Financial Reconstruction

During the year under review, the Company had filed a Miscellaneous Application ("MA") with the Board for Industrial and Financial Reconstruction (BIFR). The said MA, amongst others, contained a proposal for modification of the Sanctioned Scheme , by converting the total outstanding loan, availed from Tata Projects Limited (TPL), the Holding Company, aggregating Rs. 44.18 Crore (including interest upto 31st March 2013) into 44,18,22,878 4 % Optionally Convertible Cumulative Redeemable Preference Shares of Rs. 1/- each to be allotted to TPL on preferential allotment basis and also extension of the rehabilitation period. The said MA, though heard by the Hon''ble Bench Members earlier, is now scheduled for hearing afresh as one of the Hon''ble Bench Members had demitted the office on his retirement. The Company is hopeful that the BIFR will graciously consider the Company''s proposals and will approve the modifications contained therein.

3. Term loan and Inter-Corporate Deposits from Tata Projects Limited

As mentioned in the earlier paragraph, in order to ensure early revival and to achieve positive net worth, the Company''s Miscellaneous Application contains the above-mentioned proposal on financial restructuring. In view of this, the Company was not required to repay the balance installments of term-loan as well as the outstanding Inter-Corporate Deposits availed from Tata Projects Limited (TPL). During the course of the proceedings before the Hon''ble BIFR, TPL has conveyed its consent to the proposed modifications and also to support the Company''s operations.

4. Directors'' Responsibility Statement

Pursuant to Section 217 (2AA) of the Companies Act, 1956, for the year ended 31st March 2014 the Directors, based on the representations received from the Management, confirm that:

a. in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

b. 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 of the profit or loss of the Company for that period;

c. the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

d. the Directors had prepared the annual accounts on a going concern basis.

5. Directors

Pursuant to Section 149 of the Companies Act, 2013 the Board has, subject to the approval of the Members at the ensuing Annual General Meeting, approved the appointment of Mr. Michael Bastian and Mr. Nalin Shah, as Independent Directors on the Board of the Company for a term of 5 consecutive years effective from the ensuing Annual General Meeting.

Mr. Bastian and Mr. Shah satisfy the criteria for independence laid down in the Companies Act, 2013 and accordingly, the Board recommends the proposal for appointment of Mr. Michael Bastian and Mr. Nalin Shah as Independent Directors for approval by the shareholders at the ensuing Annual General Meeting.

As per the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Vinayak Deshpande retires by rotation and being eligible, offers himself for re-appointment.

6. Audit Committee

Mr. H.H. Malgham retired by rotation and did not seek re-election. Consequent to ceasing to be a Director, he has also ceased to be the Chairman of the Audit Committee.

Mr. Nalin Shah, Director and member of the Audit Committee was appointed as the Chairman of the Audit Committee effective from the conclusion of the Annual General Meeting held on 12th July 2013.

The Audit Committee comprises of Mr. Nalin Shah, Mr. Michael Bastian and Mr. Shashikant Oak. The Audit Committee continues to provide valuable advice and guidance in the areas of costing, finance and internal controls.

7. Auditors

M/s. Chokshi & Chokshi, Chartered Accountants, the Statutory Auditors of the Company are due to retire at the ensuing Annual General Meeting. The Company has received a written consent and a certificate from the Statutory Auditors, under Section 139 of the Companies Act, 2013, stating that the appointment, if made will be in accordance with Rule 4 (1) of the Companies (Audit and Auditors) Rules, 2014.

8. Cost Auditors

The Central Government has approved the appointment of M/s. R. Nanabhoy & Co., Cost Accountants, Mumbai, as the Cost Auditors for conducting the cost audit for the Financial Year ended 31st March 2014. Cost Audit for the Financial Year ended 31st March 2014 is under process at the time of finalisation of this Report.

9. Particulars of Employees

Information as per Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 forms part of this Report. However, as per Section 219 (1) (b) (iv) of the Companies Act, 1956, this Report together with the Accounts is being sent to all the shareholders of the Company excluding the Section 217 (2A) statement. Any shareholder interested in obtaining a copy of the said statement may write to the Company Secretary at the Registered Office of the Company.

10. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgoings

Particulars prescribed under Section 217(1) (e) of the Companies Act, 1956 are given in an Annexure to this Report.

11. Report on Corporate Governance

Pursuant to Clause 49 of the Listing Agreement, a Report on the Corporate Governance together with the Auditors'' Certificate on compliance with the conditions of Corporate Governance as laid down forms part of this Report and are annexed hereto.

12. Management Discussion and Analysis Report

Management Discussion and Analysis for the Financial Year ended 31st March 2014 is separately given and forms part of this Report.

13. Acknowledgements

The Directors wish to place on record their sincere appreciation for the continued support received duringtheyearfrom the Shareholders, Tata Projects Limited, customers- both in India and abroad, suppliers and vendors, Banks, the Board for Industrial and Financial Reconstruction (BIFR), the Appellate Authority for Industrial and Financial Reconstruction (AAIFR) and other Government and Regulatory authorities. The Board wishes to record its deep appreciation to all the employees and workers of the Company for their unstinted support, dedication and commitment.

For and on behalf of the Board of Directors

VINAYAK DESHPANDE

Mumbai, 14th May 2014 Chairman


Mar 31, 2013

TO THE MEMBERS,

The Directors present their Thirty-fourth Annual Report along with the Audited Statement of Accounts for the Financial Year ended 31st March 2013.

1. Performance of the Company

The Company''s performance for the year is summarised below:

Financial Highlights

(Rs. Crore)

Financial year ended Financial Year ended 31st March 2013 31st March 2012

Sales and Other Income 59.25 60.85

Proft/(Loss) before Finance Cost, Tax,

Depreciation and Exceptional Items (29.70) (5.50)

Proft/(Loss) before tax (39.41) (13.49)

Proft/(Loss) after tax (39.40) (13.30)

Proft/(Loss) brought forward (19.67) (6.37)

Proft/(Loss) available for appropriation (59.07) (19.67)

Operations

The Company''s Total Income for the year under review aggregated Rs. 59.25 Crore (Previous year – Rs. 60.85 Crore). The operations of the Company for the period under review resulted in a Loss after Tax of Rs. 39.40 Crore (Previous year – Loss after Tax of Rs. 13.30 Crore).

The Company commenced the fnancial year with an order backlog of about Rs. 115 Crore and since the commencement of the year under review, the Company received new orders with estimated aggregate value of about Rs. 55 Crore. Thus, the total orders available for execution aggregated approx. Rs. 170 Crore.

During the year under review, 4 (four) projects with estimated aggregate value of Rs. 90 Crore were planned for execution. These included projects at Cuddalore (Tamil Nadu), Jodhpur (Rajasthan), Dahej (Gujarat) and a project in UAE. The Clients who awarded these contracts to the Company have subsequently either suspended these projects indefnitely or terminated them and this adversely affected the Company''s execution plans for the year under review.

The projects execution activities at Haldia (West Bengal), Jamshedpur (Jharkhand), Kalinganagar (Orissa) and Uran (Maharashtra) were carried out through the year. The Company also carried out project execution activities in UAE. All these projects are scheduled for completion in the Financial Year 2013-14.

The Company''s Nashik Factory made a signifcant contribution during the year under review. The order that involved manufacture of pressure water flters is nearing its completion. The Management is making focussed efforts to further improve the factory''s operations to enhance the overall performance of the Company.

Uncertainties in the global economies and snail-paced growth of infrastructure industry remained the main areas of concern throughout the year under review. No major expansion plans or new projects were announced and as a result many companies suffered a major setback. Small and Medium companies, including your Company, had to carry out operations on tiny projects with constrained margins.

During this year of uncertainty, the Company focussed on closure of old projects at Bathinda (Punjab) and Barmer (Rajasthan) as well as overseas projects in Kuwait and UAE.

Under the guidance of Tata Projects Limited (TPL), the Company is completely revamping/ restructuring its operations and has fnalised a strategy and business plan to overcome the diffculties in operations. The Company is hopeful of reporting improved performance in the years to come.

2. Rehabilitation Scheme sanctioned by the Board for Industrial and Financial Reconstruction

As the Members are aware, the Board for Industrial and Financial Reconstruction (BIFR) had, vide its Order dated 18th December 2007, sanctioned a rehabilitation scheme (Sanctioned Scheme). While most of the provisions of the Sanctioned Scheme have been implemented, the Company, despite its strenuous efforts, could not achieve the desired objective of being a positive net worth company.

The shareholders may recollect that at the previous Annual General Meeting, the Chairman had informed the shareholders that the Company would approach the BIFR seeking continuity of the Sanctioned Scheme and extension to come out of the BIFR''s purview. Accordingly, the Company is making its application to the BIFR with certain proposals for additional reliefs and concessions from various authorities. The Company is hopeful that the BIFR and the concerned authorities may graciously consider these proposals and with their continued support, the Company may, in this phase of revival, be able to meet the commitment of being a positive net worth Company.

3. Term loan from Tata Projects Limited

Considering the working capital requirements for the projects under execution and other business activities of the Company and with a view to overcome acute cash defcit circumstances, the Company approached TPL to re-schedule the outstanding term-loan so that the balance amount of 2nd installment of Rs. 3.70 Crore will now fall due on 31st March 2017 and thereafter the remaining term-loan will be paid in 3 (three) equal annual installments of Rs. 5.20 Crore each.

4. Change of Registered Offce of the Company

Effective 1st January 2013, the Registered Offce of the Company has been shifted from Rang Udyan Building No. 2, 1st Floor, Sitladevi Temple Road, Mahim (West), Mumbai 400 016 to 11th Floor, Hiranandani Knowledge Park, Technology Street, Powai, Mumbai 400076.

5. Directors'' Responsibility Statement

Pursuant to Section 217(2AA) of the Companies Act, 1956, for the year ended 31st March 2013 the Directors, based on the representations received from the Management, confrm that:

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

b. 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 fnancial year and of the proft or loss of the Company for that period;

c. the Directors had taken proper and suffcient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

d. the Directors had prepared the annual accounts on a going concern basis.

6. Directors

Mr. Nalin Shah was appointed as an Additional Director effective 1st August 2012. Mr. Shah has immense knowledge and experience in the felds of fnance, audit and corporate governance and it is felt that his presence on the Board will be very benefcial to the Company at this crucial time.

Mr. P. V. Varghese, who was appointed as a Whole-time Director effective 1st January 2010 for a period of 3 (three) years i.e. upto 31st December 2012, did not seek any further extension as a Whole-time Director of the Company. Accordingly, he ceased to be a Director of the Company effective that date. The Board has placed on record its appreciation of the role played by Mr. Varghese during his tenure as a Director.

Mr. P. S. Chopde, an original promoter and director, resigned as a Director of the Company effective 10th April 2013. The Board has placed on record its appreciation of the signifcant role played by Mr. Chopde during his more than three decade long tenure as a Director.

Mr. Pralhad Pawar, the Executive Vice President of Tata Projects Limited''s Oil, Gas & Hydrocarbon SBU, was nominated by it to the Board and the Board has appointed Mr. Pawar as an Additional Director effective 19th April 2013.

Pursuant to Section 260 of the Companies Act, 1956, Mr. Nalin Shah and Mr. Pralhad Pawar respectively hold offce, as Additional Director, upto the ensuing Annual General Meeting, but are eligible for re-appointment. The Company has received notices in writing from Members proposing candidature of Mr. Nalin Shah and Mr. Pralhad Pawar for the respective offces of Director. Accordingly, proposals for appointment of Mr. Nalin Shah and Mr. Pralhad Pawar as Directors are being placed before the shareholders for their approval at the ensuing Annual General Meeting.

As per the provisions of the Companies Act, 1956 and Articles of Association of the Company, Mr. H. H. Malgham and Mr. A. K. Misra retire by rotation. Mr. Malgham has not offered himself for re-appointment and Mr. A. K. Misra, being eligible, offers himself for re-appointment.

7. Audit Committee

The Audit Committee comprises of Mr. H. H. Malgham, Mr. Michael Bastian, Mr. Shashikant Oak and Mr. Nalin Shah. The Audit Committee continues to provide valuable advice and guidance in the areas of costing, fnance and internal controls.

8. Auditors

M/s. Chokshi & Chokshi, Chartered Accountants, the Statutory Auditors of the Company are due to retire at the ensuing Annual General Meeting. The Company has received a certifcate from the Statutory Auditors, under Section 224(1B) of the Companies Act, 1956, stating that they are eligible for re-appointment and the said re-appointment, if made, will be within the prescribed limits.

9. Cost Accountants

Pursuant to the provisions of the Companies (Cost Accounting Records) Rules, 2011 (''the Rules'') notifed vide Notifcation [No. G. S. R. 429 (E) dated 3rd June 2011] issued by the Ministry of Corporate Affairs, the Company re-appointed M/s. R. Nanabhoy & Co., Cost Accountants, Mumbai to be the cost accountants for the Financial Year under review.

10. Particulars of Employees

Information as per Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 forms part of this Report. However, as per Section 219(1) (b)(iv) of the Companies Act, 1956, this Report together with the Accounts is being sent to all the shareholders of the Company excluding the Section 217(2A) statement. Any shareholder interested in obtaining a copy of the said statement may write to the Company Secretary at the Registered Offce of the Company.

11. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgoings

Particulars prescribed under Section 217(1)(e) of the Companies Act, 1956 are given in an Annexure to this Report.

12. Report on Corporate Governance

Pursuant to the Order dated 4th April 2012 passed by the BIFR, the Company has been granted exemption from complying with the requirements of Clause 49 of the Listing Agreement upto 31st March 2013. Accordingly, for the year under review, the Company is not required to report compliance with Clause 49 of the Listing Agreement dealing with the Code of Corporate Governance.

13. Acknowledgements

The Directors wish to place on record their sincere appreciation for the continued support received during the year from the Shareholders, Tata Projects Limited, customers – both in India and abroad, suppliers and vendors, Banks, the Board for Industrial and Financial Reconstruction (BIFR), the Appellate Authority for Industrial and Financial Reconstruction (AAIFR) and other Government and Regulatory authorities. The Board wishes to record its deep appreciation to all the employees and workers of the Company for their dedication and commitment.

For and on behalf of the Board of Directors

VINAYAK DESHPANDE

Chairman

Mumbai, 10th May 2013


Mar 31, 2012

TO THE MEMBERS OF ARTSON ENGINEERING LIMITED

The Directors present their Thirty-third Annual Report along with the Audited Statement of Accounts for the financial year ended 31st March 2012.

1. Performance of the Company

The Company's performance for the year is summarised below:

Financial Highlights

(Rs Crore)

Financial year ended Financial Year ended 31st March 2012 31st March 2011

Sales and Other Income 60.88 135.94

Profit/(Loss) before Finance cost, Tax, Depreciation and Exceptional items (5.61) 9.20

Profit/(Loss) before tax (13.49) 4.27

Profit/(Loss) after tax (13.30) 4.55

Profit/(Loss) brought forward (6.37) (10.92)

Profit/(Loss) available for appropriation (19.67) (6.37)

Operations

The Company's Total Income for the year under review aggregated Rs 60.88 Crore (Previous year - Rs 135.94 Crore). The operations of the Company for the period under review resulted in a Loss after Tax of Rs 13.30 Crore (Previous year - Profit after Tax of Rs 4.55 Crore).

The Company commenced the financial year with a healthy order backlog of about Rs 200 Crore. However, two major overseas contracts having aggregate value of about Rs 125 Crore could not be executed, and were treated as cancelled, due to certain onerous contractual issues. Consequently, the Company could not achieve the results hoped for at the start of the Financial Year.

During the year under review, the Company completed (a) the project at Bathinda entailing construction of 64 nos. of Intermediate and Product Storage Tanks (b) another project at Bathinda involving supply, fabrication and erection of structural Crossover Platform in Tank Farm area, and (c) a project entailing mechanical works and piping of 8 (eight) well pads at Bhagyam Oil-fields at Barmer, Rajasthan. The Company's Nashik factory successfully completed a major order of manufacturing high-pressure and complex equipment for installation at a steel plant in Rourkela.

The Company has been awarded by one of its Clients a Certificate for achievement of One Million safe Man-hours of Construction Works without any Lost Time Incident (LTI). This Certificate has been awarded for maintaining Construction Safety Standards as prescribed by the Client and the Company will ensure to maintain these standards in all other project sites.

Work for projects at Cuddalore is now gaining momentum after the suspension due to cyclone in December 2011 which hit India's East Coast. Work was restarted in March 2012, after completion of insurance survey and technical audit by the Client.

Project execution activities at Jamshedpur sites are being completed as per schedule.

During the year under review, the Company secured new orders aggregating Rs 95 Crore. The total order-book position as at 31st March 2012 was about Rs 115 Crore. Since the beginning of the FY 2012-13, the Company has received new orders aggregating Rs 36 Crore. In addition to domestic projects, the Company is actively pursuing various opportunities in the overseas markets, especially in the Middle-East and Gulf Region, and is hopeful of adding, for execution, new orders during the Financial Year 2012-13.

The Board is conscious of the fact that the Company's Net Worth continues to be negative. However, as mentioned earlier, due to factors beyond the control of the Company, its endeavours to be Networth-positive have not fructified. The Board is, however, confident that with pro-active actions under implementation, the performance during the current year will lead to substantial improvement.

2. Certification by American Society of Mechanical Engineers (ASME)

A Review Team from the American Society of Mechanical Engineers (ASME) has recently conducted an audit of the Company's Nashik Factory and hence is now been received an ASME Certification. The Company is, consequently, hopeful of booking significant number of high-end fabrication orders to be executed from Nashik factory.

3. Rehabilitation Scheme sanctioned by the Board for Industrial and Financial Reconstruction

As the Members are aware, the Board for Industrial and Financial Reconstruction (BIFR) had, vide its Order dated 18th December 2007, sanctioned a rehabilitation scheme (Sanctioned Scheme). The said Sanctioned Scheme is presently under implementation. Most of the provisions of the Sanctioned Scheme have already been implemented.

During the year under review, the Company filed a modification application seeking further exemption from Clause 49 of the Listing Agreement with the Bombay Stock Exchange Limited (BSE). The BIFR has approved the extension of the exemption till 31st March 2013 from the applicability of Clause 49 of the Listing Agreement.

4. Term loan from Tata Projects Limited

During the year under review, the Company repaid a part of the 2nd instalment of Rs 1.50 Crore towards the principal amount of the term loan extended by Tata Projects Limited (TPL) under the Sanctioned Scheme. Considering the working capital requirements for the projects under execution and other business activities of the Company and circumstances, TPL has allowed further time to repay the balance amount of Rs 3.70 Crore by 30th September 2012. Interest on the said loan has been paid to TPL regularly.

5. Directors' Responsibility Statement

Pursuant to Section 217 (2AA) of the Companies Act, 1956, for the year ended 31st March 2012 the Directors confirm that:

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

b. 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 of the profit or loss of the Company for that period;

c. the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. the Directors had prepared the annual accounts on a going concern basis.

6. Directors

Mr. N. K. Jagasia, an original promoter and director, resigned as a Director of the Company effective 17th August 2011. The Board has placed on record its appreciation of the role played by Mr. Jagasia during his tenure as a Director.

Mr. K. P. Singh, who had been nominated as a Director by Tata Projects Limited, stepped down as a Director of the Company effective 1st February 2012. The Board has placed on record its appreciation of his valuable guidance and directions in the Company's initiatives and achievements during his tenure as the Chairman of the Company.

Mr. Vinayak Deshpande, the Managing Director of Tata Projects Limited, was nominated by it to the Board in lieu of Mr. K. P. Singh and the Board has appointed Mr. Deshpande as the Chairman effective 1st February 2012. Pursuant to Section 260 of the Companies Act, 1956, Mr. Deshpande holds office, as an Additional Director, upto the ensuing Annual General Meeting, but is eligible for re-appointment. The Company has received a notice in writing from a Member proposing candidature of Mr. Deshpande for the office of a Director. Accordingly, proposal for Mr. Deshpande's appointment as a Director is being placed before the shareholders for their approval at the ensuing Annual General Meeting.

As per the provisions of the Companies Act, 1956 and Articles of Association of the Company, Mr. Michael Bastian retires by rotation and is eligible for re-appointment.

7. Audit Committee

The Audit Committee comprises of Mr. H. H. Malgham, Mr. Michael Bastian and Mr. Shashikant Oak. The Audit Committee continues to provide valuable advice and guidance in the areas of costing, finance and internal controls.

8. Auditors

M/s. Chokshi & Chokshi, Chartered Accountants, the Statutory Auditors of the Company are due to retire at the ensuing Annual General Meeting. The Company has received a certificate from the Statutory Auditors, under Section 224(1)(b) of the Companies Act, 1956, stating that they are eligible for re-appointment and the said re-appointment, if made, will be within the prescribed limits.

9. Cost Accountants

During the year under review, the Companies (Cost Accounting Records) Rules, 2011 ("the Rules") were notified vide Notification [No. G. S. R. 429 (E) dated 3rd June 2011] issued by the Ministry of Corporate Affairs. In compliance with the provisions of the Rules, the Company has appointed M/s. R. Nanabhoy & Co., Cost Accountants, Mumbai to be the cost accountants for the Financial Year under review and they have certified the compliance report to be submitted by the Company to the Central Government.

10. Particulars of Employees

Particulars of the employees as required under Section 217 (2A) of the Companies Act, 1956 are not applicable as the Company did not have any employee drawing remuneration in excess of the sums prescribed.

11. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgoings

Particulars prescribed under Section 217(1) (e) of the Companies Act, 1956 are given in an Annexure to this Report.

12. Report on Corporate Governance

Pursuant to the Orders passed by the BIFR, the Company has been granted exemption from complying with the requirements of Clause 49 of the Listing Agreement upto 31st March 2012, now extended upto 31st March 2013. Accordingly, for the year under review, the Company is not required to report compliance with Clause 49 of the Listing Agreement dealing with Corporate Governance.

13. Acknowledgements

The Directors wish to place on record their sincere appreciation for the continued support received during the year from the Shareholders, Tata Projects Limited, customers - both in India and abroad, suppliers and vendors, Banks, the BIFR, the AAIFR and other Government and Regulatory authorities. The Board wishes to record its deep appreciation to all the employees of the Company for their dedication and commitment.

For and on behalf of the Board of Directors

vinayak deshpande

Chairman

Mumbai, 2nd May 2012


Mar 31, 2010

The Directors present their Thirty-first Annual Report along with the Audited Statement of Accounts for the financial year ended 31st March 2010.

1. Performance of the Company

The Companys performance for the year is summarised below:

Financial Highlights

(Rupees Crore)

Financial Year Financial Year

ended ended

31st March 2010 31st March 2009

Sales and Other Income 132.08 33.78

Profit/(Loss) before depreciation 7.56 (3.81)

Profit/(Loss) before tax 6.23 (4.55)

Profit/(Loss) after tax 6.22 (4.86)

Profit/(Loss) brought forward (17.14) (12.33)

Add: Prior Period Expenses - (0.15)

Transfer from General Reserve - 0.20

Profit/(Loss) available for

appropriation (10.92) (17.14)

Operations

The Company commenced the financial year with an order-book aggregating Rs. 248 Crore for construction of crude-oil storage tanks, intermediate and product storage tanks and associated facilities.

Two Orders for construction of crude-oil storage tanks viz. 4 (four) tanks at Bathinda and 4 (four) tanks at Panipat are nearing completion. Work for construction of Intermediate and Product Storage Tanks (total 64 tanks) at Bathinda is in advanced stage of completion and likely to be completed in the current year.

The Companys Total Income for the year under review aggregated Rs. 132.08 Crore (Previous year - Rs. 33.78 Crore) recording an impressive growth of about 290% over the previous year. The operations of the Company for the period under review resulted in a Profit After Tax of Rs. 6.22 Crore (Previous year - Loss after Tax of Rs. 4.86 Crore).

The Companys order booking in the current year was adversely affected both in the domestic as well as overseas market due to unprecedented melt down and recession that led to postponement of investments. Business in the domestic market was further affected due to the Company not being able to qualify to bid due to negative networth and accumulated losses. The prospects in the current year are however promising both in the domestic as well as overseas market, particularly in the Gulf region where the Company is already active. The Company has recently been awarded a contract on EPC basis for construction of tanks at Abu Dhabi and expects to book some more orders in due course of time.

With the execution of carry-over orders and substantial portion of new orders to be executed during the year, the Companys performance is expected to be better during the financial year 2010-11.

2. Rehabilitation Scheme sanctioned by the Board for Industrial and Financial Reconstruction As the Members are aware, the Board for Industrial and Financial Reconstruction (BIFR) had, vide its Order dated 27th November 2007, sanctioned a rehabilitation scheme (Sanctioned Scheme). The said Sanctioned Scheme is presently under implementation.

During the year under review, the Company had filed two separate modification applications as certain modifications to the Sanctioned Scheme were felt necessary for smooth rehabilitation of the Company. The BIFR has approved the Companys request and has granted exemption, upto 31st March 2011, from complying with the provisions of Clause 49 of the Listing Agreement. Permission has also been granted to the Company to utilize, for other business activities of the Company, the surplus available against the Capital Expenditure aggregating Rs. 5.80 Crore earmarked in the Sanctioned Scheme for the revival of the Nashik factory.

Various approvals and permissions for revival of the Companys Nashik Factory are being obtained and it is expected that the Nashik factory will commence commercial production in the current year.

3. Moratorium for re-payment of loan to Tata Projects Limited

Considering the working capital requirements for the projects-execution and other business activities of the Company and other circumstances prevailing, a request was made to Tata Projects Limited (TPL) to grant a moratorium for re-payment of 1st installment of principal amount of loan, that was originally due on 30th September 2008 as per the Sanctioned Scheme. TPL has approved the moratorium request and accordingly, the 1st such installment will fall due on 30th September 2010 and the 2nd installment will fall due on 31st March 2011. Repayment thereafter will be on a yearly rest basis. Interest on the said loan extended to the Company has been paid to TPL.

4. Directors Responsibility Statement

Pursuant to Section 217(2AA) of the Companies Act, 1956, for the year ended 31st March 2010 the Directors confirm that:

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

b. 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 of the profit or loss of the Company for that period;

c. the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. the Directors had prepared the annual accounts on a going concern basis.

5. Directors

The BIFR has, vide its Orders dated 21st August 2009 and 31st August 2009, respectively, appointed Mr. Shashikant Oak as a Special Director of the Company and advised that Mr. Michael Bastian has ceased to be the Special Director of the Company. Both the changes are effective the date of respective Orders.

Considering the expertise and experience of Mr. Michael Bastian in the fields of finance and corporate governance, the Board formed an opinion that his presence on the Board will be very beneficial to the Company at a time when it is restructuring its operations so that they become viable. Accordingly, Mr. Bastian was appointed as an Additional Director effective 21st September 2009.

Mr. R V. Varghese, who was initially deputed by Tata Projects Limited to assist the Company in its marketing and business development activities, was appointed, effective 1st January 2010, as an Additional Director, and designated as the Executive Director. Proposals for Mr. Vargheses appointment and remuneration payable to him are being placed before the shareholders for their approval at the ensuing Annual General Meeting.

Pursuant to Section 260 of the Companies Act, 1956, Mr. Bastian and Mr. Varghese hold office upto the ensuing Annual General Meeting, but are eligible for re-appointment. The Company has received notices in writing from Members proposing candidature of Mr. Bastian and Mr. Varghese for the office of a Director, respectively.

As per the provisions of the Companies Act, 1956 and Articles of Association of the Company, Mr. N. K. Jagasia and Mr. Hoshie H. Malgham retire by rotation and are eligible for re-appointment.

6. Auditors

M/s. Chokshi & Chokshi, Chartered Accountants, the Statutory Auditors of the Company are due to retire at the ensuing Annual General Meeting. The Company has received a certificate from the Statutory Auditors, under Section 224(l)(b) of the Companies Act, 1956, stating that they are eligible for re-appointment and the said re-appointment, if made, will be within the prescribed limits.

7. Particulars of Employees

Information as per Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 forms part of this Report. However, as per Section 219(l)(b)(iv) of the Companies Act, 1956, this Report together with the Accounts is being sent to all the shareholders of the Company excluding the Section 217(2A) statement. Any shareholder interested in obtaining a copy of the said statement may write to the Company Secretary at the Registered Office of the Company.

8. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgoings Particulars prescribed under Section 217(l)(e) of the Companies Act, 1956 are given in an Annexure to this Report.

9. Report on Corporate Governance

Pursuant to the Order passed by the BIFR, referred above, the Company has been granted exemption from complying with the requirements of Clause 49 of the Listing Agreement upto 31st March 2011. Accordingly, for the year under review, the Company is not required to report compliance with Clause 49 of the Listing Agreement dealing with Corporate Governance.

10. Acknowledgements

The Directors wish to place on record their sincere appreciation for the continued support received during the year from the Shareholders, Tata Projects Limited, customers - both in India and abroad, suppliers and vendors, Banks, the BIFR, the AAIFR and other Government and Regulatory authorities. The Board wishes to record its deep appreciation to all the employees of the Company for their dedication and commitment.

For and on behalf of the Board of Directors

KISHORE PAL SINGH

Chairman



 
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