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Directors Report of ATV Projects India Ltd.

Mar 31, 2016

The Directors are pleased to present the 29th Report together with the Audited Statement of Accounts for the year ended 31st March 2016.

1. FINANCIAL RESULTS:

(Rs in Lacs)

Particulars

Year Ended (31-03-2016)

Year Ended (31-03-2015)

Income

7937.80

6351.16

Profit before Interest, Depreciation & Tax

743.79

270.96

Less: Depreciation

44.45

( 22.33)

Profit / (Loss) before Tax

699.34

248.63

Extra Ordinary Items

Nil

3387.37

Profit

699.34

3636.00

Add: Loss carried from previous year

(37205.06)

(40852.57)

Total Loss carried to Balance Sheet

(36505.72)

(37205.06)

The Company has made no transfers to reserves during the year.

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

2. SHARE CAPITAL

The Authorized Share Capital of the company as on 31st March 2016 was Rs. 75 crores divided into 7,50,00,000 Equity Shares of Rs. 10/each. The issued & subscribed capital as on same date was Rs. 53,11,74, 250 divided into 5, 31, 17,425 equity shares of Rs 10/each. Calls in arrears were Rs. 56.17 lacs. Paid up capital as on 31st March, 2016 remained Rs.5255.57 lacs. During the year under review the authorized, issued, subscribed and paid up capital of the company remained unchanged.

3. DIVIDEND

Your Directors place on record their deep sense of concern that due to huge carry forward losses, your Directors are unable to declare any dividend to its shareholders and / or to make any appropriation for the same.

4. OPERATIONS/ STATE OF COMPANY''S AFFAIRS:

Company Division at Mathura is in operation and undertaking works for Power, Cement, Sugar and other industrial sectors. The major Turnover of Mathura Division''s Turnover is from export. During the year a heavy duty plate Bending Machine has been added to augment the capacity of the Mathura Unit.

Company is also in the process of locating suitable collaborators for manufacture of Cement plant equipment like Ball Mills, Vertical Roller Mills and Boilers for Waste Heat Recovery system. Company is also exploring the possibilities of undertaking Process packages of Waste Heat Recovery System, Grinding System, desulphurization system and to generate its own power through solar energy.

TPE Plant of the company is lying closed for last 18 years i.e. from the year 1999. Due to passage of time and heavy corrosion being hazardous in nature, company has decided to appoint an independent agency to decide the residual life of the plant. Based on the internal report of the independent agency, company will decide future course of action either to refurbish or to dismantle the plant.

Members are aware that the company is sick Industrial undertaking and its rehabilitation scheme is still pending before BIFR. The OTS proposal of Rs. 82 crore along with interest on delayed period of Rs.19.25 crore has been paid to all the secured lenders including Central Bank of India in line with other lenders/debenture holders. During the year, Company has paid to Central Bank of India Rs. 11.03 crore on account of pool OTS along with Rs.6.98 crore on account of interest totaling to Rs. 18.01 crore, further, paid Rs. 14.54 lacs on account of delay in payment of agreed OTS amount, besides Debenture Trustee fees of Rs. 2.41 crore has also been paid. Meanwhile, BIFR vide its order dated 14.09.2015 circulated copy of DRS and fixed statutory/mandatory hearing on 26.11.2015 to hear objections / suggestions, if any. IDBI (OA) filed its objections / suggestion to the DRS on 13.01.2016. Due to non availability of member at BIFR, bench is not functional since October 2015 onward. Therefore, company filed Writ Petition before Hon''ble Delhi High Court for sanction of its scheme. High Court has issued notices to BIFR & IDBI (OA). Next date of hearing is fixed on 15.07.2016.

5. MANAGEMENT: Company is managed by well qualified, experienced professionals guided by the Board of Directors.

6. BOARD OF DIRECTORS:

The Board is duly constituted.

A) During the year:

- Mr. Sakti Pada Banerjee and Mr. Satish Kumar Gupta were designated as Independent directors in terms of the provisions of Section 149,150,152 read with Schedule IV and the Companies (Appointment and Qualification of Directors) Rules, 2014 and all other applicable provisions, if any, of the Companies Act, 2013 in the Annual general Meeting (AGM) held on 18th September 2015.

- Mr. K. S. Nalwaya was designated as Non- executive director in the Annual general Meeting (AGM) held on 18th September 2015.

- Mrs. Sherly Filomena Da Costa Gonsalves Wagh, who was appointed as an additional director of the Company w.e.f. 13th May 2015, was appointed as Non- executive director in the Annual General Meeting (AGM) held on 18th September 2015.

In compliance of relevant provisions of the listing Agreement and Section 203 of the Companies Act, 2013 Mr. Ravindra Chaturvedi was appointed as Chief Financial Officer (CFO) of the Company during the financial year.

All the appointments were in accordance with the provisions of the Companies Act, 2013 and Listing Agreement.

There were no resignations of directors during the financial year.

B) Pursuant to provisions of Section 149, 150, 152 read with Schedule IV and the Companies (Appointment and Qualification of Directors) Rules, 2014 and all other applicable provisions, if any, of the Companies Act, 2013, it is proposed to designate Mr. K. S. Nalwaya as an Independent Director of the Company to hold office for a term of 5 (Five) consecutive years from the conclusion of ensuing Annual General Meeting and he shall be not liable to retire by rotation.

Mrs. Sherly Filomena Da Costa Gonsalves Wagh, who is a Non Executive Director will retire by rotation in the ensuing Annual General Meeting and being eligible, offers herself to be reappointed.

None of the Directors of the company are disqualified for being appointed as Directors as specified under Section 164 of the Companies Act, 2013.

Your Directors recommend the re-appointment of the above Directors.

7. MEETINGS OF THE BOARD AND COMMITTEE HELD DURING THE YEAR:

A. BOARD MEETINGS:

During the year, four board meetings were convened and held, the details of which are given in the Corporate Governance Report.

B. COMMITTEE MEETINGS:

For the details of the Composition of the Committees viz. Audit Committee/ Stakeholders'' Relationship Committee/ Nomination and Remuneration Committee and details of the number of meetings held of each committee, kindly refer report on Corporate Governance.

All the recommendations made by the Audit Committee were accepted by the Board.

C. MEETING OF INDEPENDENT DIRECTORS:

The Independent Directors of the Company had met during the year on 8th February 2016. The details of which are given in the Corporate Governance Report.

All independent directors have given declarations that they meet the criteria of independence as laid down under section 149(6) of the Companies Act, 2013 and the Listing Agreement/ SEBI (LODR) Regulations 2015.

8. PERFORMANCE EVALUATION OF THE BOARD AND INDIVIDUAL DIRECTORS:

For details of the performance evaluation of the board/ individual directors and Committee, kindly refer report on Corporate Governance.

9. COMPANY''S POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES:

The Board has duly approved and adopted a policy viz. “Policy for Remuneration of the Directors, Key Managerial Personnel and other Employees” recommended by the Nomination and Remuneration Committee relating to appointment of Directors/ Key Managerial Personnel/ other employees, payment of remuneration to directors/ Key Managerial Personnel/ other employees, Directors qualifications, positive attributes, independence of Directors and other related matters as provided under the Companies Act, 2013.

All the remunerations to the directors/ Key Managerial Personnel/ employees is as per the Companies Policy viz. “Policy for Remuneration of the Directors, Key Managerial Personnel and other Employees”.

10. DIRECTOR''S RESPONSIBILITY STATEMENT

In compliance to the Provisions of Section 134(5) of the Companies Act, 2013, your Directors wish to place on record.

i) That in preparing the Annual Accounts, all applicable accounting standards has been followed.

ii) That the accounting policies adopted are consistently followed and the judgments and estimates made are reasonable and prudent so as to give a true and fair view of state of affairs of the Company at the end of the Financial Year and of the Profit and Loss Account of the Company for the Financial Year, under review.

iii) That the Directors have 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 / detecting fraud and other irregularities.

iv) That the Annual Accounts have been prepared on a going concern basis.

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

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

11. VIGIL MECHANISM

Company has suitable vigil mechanism to deal with essence of fraud and mis management, if any.

12. EXTRACT OF ANNUAL RETURN

As required under Section 92(3) of the Companies Act 2013, the extract of Annual Return in form MGT-9 is annexed as Annexure- 1.

13. SUBSIDARIES, JOINT VENTURE AND ASSOCIATE COMPANIES:

There are no subsidiaries, Joint Venture and Associate Companies of ATV Projects India Limited.

14. INTERNAL AUDITOR

In compliance of Section 138 of the Companies Act 2013, Mr. Ravindra Chaturvedi is the Internal Auditor. He submits his report to Audit Committee from time to time.

15. AUDITORS

M/s. N. S. Bhatt & Co., Chartered Accountants, Statutory Auditors of the Company will retire at the forthcoming Annual General Meeting of the Company and being eligible, offer themselves for reappointment.

The comments by the Auditors in their Report are self-explanatory and, in the opinion of the Board, do not require any further clarifications.

16. SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Ms. Savita Singla, Practicing Company Secretary (COP No: 8614) to undertake the Secretarial Audit of the Company. The Report of the Secretarial Auditor is annexed as Annexure- 2.

The comments by the Secretarial Auditors in their Report are self explanatory and in the opinion of the board don''t required any further clarifications.

17. CORPORATE GOVERNANCE

Your company adheres to all the requirements of the Corporate Governance both in letter and spirit. Your company is complying with the conditions as prescribed under clause 49 of the Listing Agreement read with Regulation 72 and 27 of SEBI LODR 2015. Code of Conduct as applicable to the directors, Key and the senior management personnel has also been put in place. Your company continues to maintain an internal control system headed by an Internal Audit Team and which the Audit Committee continuously reviews.

A separate section on Corporate Governance and a certificate from the Auditors confirming compliance with the Corporate Governance requirements as stipulated in Clause 49 of the Listing Agreement(s) read with Regulation 72 and 27 of SEBI (LODR) Regulations, 2015 entered into with the Stock Exchanges, form part of this Annual Report.

18. POLICY ON PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The Company has in place a Prevention of Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the workplace (Prevention, Prohibition & Redressal) Act, 2013, A committee has been set up to redress complaints received regarding sexual harassment. All employees (Permanent, contractual, temporary, trainees) are covered under this policy.

19. EMPLOYEE RELATIONS

Your Directors wish to place sincere thank to all the employees and officers for their cordial relations and valuable services, which continued to be rendered by them to the Company.

20. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO.

As the TPE plant at Nagothane has been closed for last 18 years, therefore details about power, fuel expenses etc. in respect of the plant have not been given. The Company continues to economies in every sphere including that of power and fuel by avoiding all wasteful expenditure and cutting costs.

No R & D is being carried on at present and the imported technology has been fully absorbed.

The details about foreign exchange earnings and outgo are given in the Notes to Accounts.

21. DEMATERIALISATION OF SHARES

The Company has entered into agreements with both National Securities Depository Limited (NSDL) and Central Depository Services Limited (CDSL) whereby the shareholders have an option to dematerialize their shares with either of the Depository. As on 31st March 2016 total 42.39% of the equity share of the company has been dematerialized.

22. LISTING OF SHARES AT BSE

Shares of the company are listed on Bombay Stock Exchange and are being traded there.

23. RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the Financial Year were on an arm''s length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. Accordingly there are no transactions that are require to be reported in Form AOC-2. All Related Party Transactions have been placed before the Audit Committee as also the Board for their approval.

Your directors draw attention of the members to note no.23 for the financial statements which sets out related party disclosure.

24. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

There were no loans, guarantees or investments made by the Company pursuant to the provisions of the Section 186 of the Companies Act, 2013 during the year under review.

25. RISK MANAGEMENT POLICY AND ADEQUACY OF INTERNAL FINANCIAL CONTROLS

Pursuant to section 134 (3) (n) of the Companies Act, 2013, the Company has developed a Risk Management Policy to identify the elements of risk, if any, which may threaten the existence of the Company.

At present the Company has not identified any element of risk, which may threaten the existence of the Company.

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 continuing basis. These are discussed at the meetings of the Audit Committee and the Board of Directors of the Company.

The Company''s internal control systems with reference to the Financial Statements are adequate and commensurate with the nature of its business and the size and complexity of its operations. These are routinely tested by Statutory as well as Internal Auditors.

Significant audit observations, if any and follow up actions thereon are reported to the Audit Committee.

26. 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 Chapter V of the Act.

b. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company''s operations in future.

c. Issue of equity shares with differential rights as to dividend, voting or otherwise.

d. Issue of shares (Including Sweat Equity Shares) to employees of the Company under any Scheme.

Your Directors state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

27. ACKNOWLEDGMENT

Your Directors gratefully acknowledge the continuing faith and support extended by the Central Government ,State Government, Banks, Financial Institutions, Shareholders, Creditors, Staff, workers and Others who have supported the Company and hope to receive their continued support.

For and on behalf of the Board of Directors

Place: Mumbai M. V. CHATURVEDI

Dated: 18th May 2016 Chairman (DIN:00086331)


Mar 31, 2015

THE MEMBERS

The Directors are pleased to present the Twenty Eighth Report together with the Audited Statement of Accounts for the year ended 31st March 2015.

1. FINANCIAL RESULTS:

(Rs. In Lacs) Year Ended Year Ended (31-03-2015) (31-03-2014)

Income 6351.17 5688.05

Profit before Interest, 270.96 267.28

Depreciation & Tax

Less: Depreciation ( 22.33) (94.98)

Profit / (Loss) before Tax 248.63 172.30

Extra Ordinary Items 3387.37 -

Profit 3636.00 172.30

Add: Loss carried From (40852.57) (41024.87)

previous year

Total Loss carried to (37205.06) (40852.57)

Balance Sheet

2. SHARE CAPITAL

The Authorized Share Capital of the company as on 31st March 2015 was Rs. 75 crores divided into 7,50,00,000 Equity Shares of Rs. 10/- each. The issued& subscribed capital as on same date was Rs. 53, 11,74,250 divided into 5, 31, 17,425 equity shares of Rs 10/- each. Calls in arrears were Rs. 56.17 lacs. Paid up capital as on 31st March 2015 remained Rs.5255.57 lacs. During the year under review the authorized, issued, subscribed and paid up capital of the company remained unchanged.

3. DIVIDEND

Your Directors place on record their deep sense of concern that due to huge carry forward losses, your Directors are unable to declare any dividend to its shareholders and / or to make any appropriation for the same.

4. OPERATIONS:

The Engineering Division at Mathura is partially in operation and executing the works with own raw materials as well as on job work basis for Power Plant, Cement Plant, Sugar Plants and for other industrial units. Part of manufactured jobs were meant for export. During the year, we have added few machines in the workshop. Regular maintenance was being carried out from time to time of all the plant and machinery to ensure the smooth operation. The management is planning to add some more machinery so that some value addition orders can be executed which will increase the profitability of the company. The company has booked the orders for the next financial year about to Rs.40.00 crores.

With regards to TPE Plant of the company which remained closed since 1999 and even though sufficient care has been taken to maintain the plant but due to passage of time heavy corrosion has happened and as the TPE plant is hazardous in nature, company has decided to appoint an independent agency like EIL to conduct health check up of the TPe plant. Upon receipt of the health check up report, company will decide future course of action either to refurbish the plant or to dismantle the same.

Members are aware that the company is sick Industrial undertaking and its rehabilitation scheme is pending before BIFR. The OTS proposal of -

Rs. 82 crores has been accepted by all the secured lenders except Central Bank of India. Therefore, in compliance to the OTS offer, company has paid Rs. 70.97 crores (being 100% principal OTS amount) interest of Rs. 12.12 crores (being 100% amount) on account of delayed payments to 27 consenting lenders out of 28 lenders which are approx 87% in value as on 31st March, 2015. However, discussion with non - consenting lender i.e. Central Bank of India is in progress. Further, as directed by Hon'ble BIFR vide its order dated 27th January, 2015 company has filed its updated Draft Revival-Cum-Reverse-Merger- Scheme (DRS) before the Hon'ble BIFR and IDBI (O.A.) for speedy rehabilitation of the company. Further, directed IDBI (O.A.) to proceed with preparation of a fully tide up DRS and submit the same to the bench for further examination and circulation. Therefore, in pursuance to the above said order IDBI (O.A.) has called for the Joint Meeting of the lenders on 08.05.2015 for finalization of the rehabilitation scheme (DRS) as directed by Hon'ble BIFR. The official of the company have attended the meeting and have discussed the DRS. However, the main application of revival is still pending before Hon'ble BIFR. Meanwhile, Hon'ble Delhi High Court vide its order dated 29th April, 2015 allowed our Writ Petition and set aside AAIFR order dated 14th May, 2013 and remanded back the matter to Hon'ble BIFR for further proceedings.

5. MANAGEMENT:

Company is managed by well qualified, experienced professionals guided by the Board of Directors.

6. DIRECTORS:

6.1.1 Pursuant to provisions of Section 149 of the Companies Act 2013, It is proposed to appoint Mr. S. P. Banerjee and Mr. S.K.Gupta as independent Directors to hold office for a term of 5 (Five) consecutive years from the conclusion of this Annual General Meeting, not liable to retire by rotation.

6.1.2 Pursuant to provisions under section 152 of the Companies Act 2013, it is proposed to appoint Mr. K. S. Nalwaya as Non Executive Director liable to retire by rotation.

6.1.3 Mrs Sherly Filomena Da costa Gonsalves Wagh ,Who was appointed as an additional Director on 13-05-2015, shall vacate the office of Director on the ensuing Annual General Meeting. It is proposed to appoint her as Non Executive Director liable to retire by rotation.

None of the Directors of the company are disqualified for being appointed as Directors as specified under section 164 of the Companies Act, 2013.

Your Directors recommend the re-appointment of the above Directors.

7. DIRECTOR'S RESPONSIBILITY STATEMENT

In compliance to the Provisions of Section 134(5) of the Companies Act, 2013, your Directors wish to place on record

I) That in preparing the Annual Accounts, all applicable accounting standards has been followed.

ii) That the accounting policies adopted are consistently followed and the judgments and estimates made are reasonable and prudent so as to give a true and fair view of state of affairs of the Company at the end of the Financial Year and of the Profit and Loss Account of the Company for the Financial Year, under review.

iii) That the Directors have 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 / detecting fraud and other irregularities.

iv) That the Annual Accounts have been prepared on a going concern basis.

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

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

8. VIGIL MECHANISM

Company has suitable vigil mechanism to deal with instances of fraud and mis management if any.

9. EXTRACT OF ANNUAL RETURN

As required under section 92 (3) of the Companies Act 2013 the extract of Annual Return in form MGT-9 is annexed.

10. CORPORATE GOVERNANCE

Your company adheres to all the requirements of the Corporate Governance both in letter and spirit. Your company is complying with the conditions as prescribed under clause 49 of the Listing Agreement. Code of Conduct as applicable to the directors, Key and the senior management personnel has also been put in place. Your company continues to maintain an internal control system headed by an Internal Audit Team and which the Audit Committee continuously reviews.

A separate Report on Corporate Governance is attached as a part of the Director's Report.

11. EMPLOYEE RELATIONS

Your Directors wish to place sincere thank to all the employees and officers for their cordial relations and valuable services, which continued to be rendered by them to the Company.

12. TECHNOLOGIES, RESEARCH & DEVELOPMENT, ETC.

As the TPE plant at Nagothane has been closed for more than a decade, therefore, details about power, fuel expenses etc. in respect of the plant have not been given. The Company continues to economies in every sphere including that of power and fuel by avoiding all wasteful expenditure and cutting costs.

No R & D is being carried on at present and the imported technology has been fully absorbed.

The details about foreign exchange earnings and outgo are given in the Notes to Accounts

13. DEMATERIALISATION OF SHARES

The Company has entered into agreements with both National Securities Depository Limited (NSDL) and Central Depository Services Limited (CDSL) whereby the shareholders have an option to dematerialize their shares with either of the Depository. As on 31st March 2015 total 42.03% of the equity share of the company has been dematerialized.

14. LISTING OF SHARES AT BSE

Shares of the Company are listed on Bombay Stock Exchange and are being traded there.

15. AUDITORS

M/s. N. S. Bhatt & Co., Chartered Accountants, Statutory Auditors of the Company will retire at the forthcoming Annual General Meeting of the Company and being eligible, offer themselves for re-appointment.

The comments by the Auditors in their Report are self-explanatory and, in the opinion of the Board, do not require any further clarifications.

16. COST AUDITORS

M/s. K.S.Bhatnagar and Associates Cost and Management Accountants New Delhi, had been appointed as Cost Auditors of the Company for the financial year 2014-15 they will submit their report to Dept. of Company Affairs in prescribed time

17. SECRETARIAL AUDITORS

Ruchita S. Suryavansi Whole Time Practicing Company Secretary Mumbai, had been appointed as Secretarial Auditors for the Financial Year 2014-15. Their report is annexed herewith.

18. ACKNOWLEDGMENT

Your Directors gratefully acknowledge the continuing faith and support extended by the Central Government ,State Government, Banks, Financial Institutions, Shareholders, Creditors, Staff, workers and Others who have supported the Company and hope to receive their continued support.

For and on behalf of the Board of Directors

M. V. CHATURVEDI

Place: Mumbai Chairman

Dated:13th May 2015 (Din:0863310)


Mar 31, 2014

Dear Members

The Directors are pleased to present the Twenty Seventh Report together with the Audited Statement of Accounts for the year ended 31st March 2014.

1. FINANCIAL RESULTS : (Rs. in Lacs)

Year ended Year ended 31/03/2014 31/03/2013

Income 5688.05 4180.28

Profit before Interest, Depreciation & Tax 267.28 235.45

Less : Depreciation (94.98) (108.55)

Profit / (Loss) before Tax 172.30 126.90

Add : Loss carried

from previous year (41024.87) (41151.77)

Total Loss carried to Balance Sheet (40852.57) (41024.87)

2. SHARE CAPITAL

The Authorized Share Capital of the company as on 31st March 2014 was Rs. 75 crores dividend into 7,50,00,000 Equity Shares of Rs.10/- each. The issued & subscribed and paid up capital as on same date was Rs. 53,11,74,250 divided into 5,31,17,425 equity shares of Rs 10/- each. Calls in arrears were Rs. 56.17 lacs. Paid up capital as on 31st March 2014 remained Rs.5255.57lacs. During the year under review the authorized, issued, subscribed and paid up capital of the company remained unchanged.

3. DIVIDEND

Your Directors place on record their deep sense of concern that due to huge carry forward losses, your Directors are unable to declare any dividend to its shareholders and / or to make any appropriation for the same.

4. OPERATIONS:

The Engineering Division at Mathura is partially in operation and executing the works with own raw materials as well as on job work basis for Power Plant, Cement Plant, Sugar Plants and for other industrial units. During the year, we have added a machine in the workshop and commissioned a shot blast room in the workshop. Regular maintenance was being carried out from time to time of all the plant and machinery to ensure the smooth operation. The management is planning to add some more machinery so that some value addition orders can be executed which will increase the profitability of the company. The company has booked the orders for the next financial year about to Rs. 50 crores.

With regards to TPE Plant of the company which remained closed throughout the year, sufficient care has been taken to maintain the plant due to its non -use.

Members are aware that the company is sick industrial undertaking and its rehabilitation scheme is pending before BIFR. The OTS proposal of Rs. 82 crores has been accepted by all the secured lenders except Central Bank of India. Therefore, in compliance to the OTS offer, company has paid Rs. 70.97 crores (being 100% principal OTS amount) to 27 consenting lenders out of 28 lenders which are approx 87% in value. Company has also paid interest of Rs. 10.55 crores on account of delayed payments to the above said 27 consenting lenders as on 31st March, 2014. The balance amount Rs. 1.61 crores (being 10%) of interest has also been paid to SASF (subject to reconciliation) on 17th April, 2014. SASF in turn distributed the pro-rata share to all the 27 consenting lenders on 6th May, 2014. The Draft Revival-Cum-Reverse-Merger-Scheme (DRS) before Hon''ble BIFR for speedy rehabilitation of the company is pending adjudication. The main application of revival is still pending before Hon''ble BIFR. Meanwhile, Hon''ble AAIFR dismissed two appeals challenging the interim order of BIFR. Your company challenged the dismissal order of Hon''ble AAIFR before Hon''ble Delhi High Court. The Hon''ble Delhi High Court issued notices to all the respondents and subject matter is pending adjudication. However, discussion with non consenting lender i.e. Central Bank of India is in progress.

5. MANAGEMENT:

Company is managed by well qualified, experienced professionals guided by the Board of Directors.

6. DIRECTORS:

6.1.1 Mr. S. K. Gupta will retire by rotation at the forthcoming Annual General Meeting of the Company and being eligible, offers himself for reappointment.

6.1.2 Mr. K. S. Nalwaya will retire by rotation at the forth coming Annual General Meeting of the Company and being eligible, offers himself for reappointment

6.1.3 None of the Directors of the company are disqualified for being appointed as Directors as specified under section 164 of the Companies Act, 2013.

Your Directors recommend the re-appointment of the retiring Directors.

7. DIRECTOR''S RESPONSIBILITY STATEMENT

In compliance to the Provisions of Section 217(10(2AA) of the Companies Act, 1956(134 of the Companies Act, 2013), your Directors wish to place on record.

i) That in preparing the Annual Accounts, all applicable accounting standards have been followed.

ii) That the accounting policies adopted are consistently followed and the judgments and estimates made are reasonable and prudent so as to give a true and fair view of state of affairs of the Company at the end of the Financial Year and of the Profit and Loss Account of the Company for the Financial Year, under review.

iii) That the Directors have 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 / detecting fraud and other irregularities.

iv) That the Annual Accounts have been prepared on a going concern basis.

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

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

8. CORPORATE GOVERNANCE

Your company adheres to all the requirements of the Corporate Governance both in letter and spirit. Your company is complying with the conditions as prescribed under clause 49 of the Listing Agreement. Code of Conduct as applicable to the directors, Key and the senior management personnel has also been put in place. Your company continues to maintain an internal control system headed by an Internal Audit Team and which the Audit Committee continuously reviews.

A separate Report on Corporate Governance is attached as a part of the Annual Report.

9. EMPLOYEE RELATIONS

Your Directors wish to place sincere thank to all the employees and officers for their cordial relations and valuable services, which continued to be rendered by them to the Company.

10. TECHNOLOGIES, RESEARCH & DEVELOPMENT, ETC.

As the TPE plant at Nagothane has been closed for more than a decade, therefore, details about power, fuel expenses etc. in respect of the plant have not been given. The Company continues to economies in every sphere including that of power and fuel by avoiding all wasteful expenditure and cutting costs.

No R & D is being carried on at present and the imported technology has been fully absorbed.

The details about foreign exchange earnings and outgo are given in the Notes to Accounts

11. DEMATERIALISATION OF SHARES

The Company has entered into agreements with both National Securities Depository Limited (NSDL) and Central Depository Services Limited (CDSL) whereby the shareholders have an option to dematerialize their shares with either of the Depository. As on 31st March 2014 total 41.76% of the equity share of the company have been dematerialized.

12. LISTING OF SHARES AT BSE

Shares of the Company are relisted on Bombay Stock Exchange and are being traded there.

13. AUDITORS

M/s. N. S. Bhatt & Co., Chartered Accountants, Statutory Auditors of the Company will retire at the forthcoming Annual General Meeting of the Company and being eligible, offer themselves for re-appointment.

The comments by the Auditors in their Report are self- explanatory and, in the opinion of the Board, do not require any further clarifications.

14. COST AUDITORS

M/s. K. S. Bhatnagar and Associates Cost and Management Accountants New Delhi have been appointed as Cost Auditors of the Company for the financial year 2013-14. The due date of submission of Cost Audit Report is 27th September 2014. The report will be submitted to the concerned authorities in time.

15. ACKNOWLEDGMENT

Your Directors gratefully acknowledge the continuing faith and support extended by the Shareholders, Creditors, Staffs and Others who have supported the Company and hope to receive their continued support.

For and on behalf of the Board of Directors

Place : Mumbai M. V. CHATURVEDI Dated: 20th May, 2014 Chairman


Mar 31, 2013

TO THE MEMBERS

The Directors are pleased to present the Twenty Sixth Report together with the Audited Statement of Accounts for the year ended 31st March 2013.

1. FINANCIAL RESULTS : (Rs. in Lacs)

Year ended Year ended 31/03/2013 31/03/2013

Income 4180.28 3534.63

Profit before Interest, 235.45 240.29

Depreciation & Tax

Less : Interest ----- -----

Less : Depreciation (108.55) (122.78)

Profit / (Loss) before Tax 126.90 117.51

Add : Loss carriede

from previous year (41151.77) (41269.28)

Total Loss carried to

Balance Sheet 41024.87 41151.77



2. SHARE CAPITAL

The Authorized Share Capital of the company as on 31st March 2013 was Rs. 75 crores dividend into 75000000 Equity Shares of Rs. 10/- each. The issued& subscribed capital as on same date was Rs. 53.12 crores divided into 53117425 equity shares of Rs 10/- each. Calls in arrears were Rs. 56.17 lacs. Paid up capital as on 31st March 2013 remained Rs. 5255.57 lacs. During the year under review the authorized, issued, subscribed & paid up capital of the Company remained unchanged.

3. DIVIDEND

Your Directors place on record their deep sense of concern that due to huge carry forward losses, your Directors are unable to declare any dividend to its shareholders and / or to make any appropriation for the same.

4. OPERATIONS:

The Engineering Division at Mathura is partially in operation and executing the works with own raw materials as well as on job work basis for Power Plant, Cement Plant and for other industrial units. We have added some machinery in the workshop and regular maintenance was being carried out time to time of all the plant and machinery to ensure the smooth operation. The management is planning to add some more machinery so that some value addition orders can be executed which will increased the profitability of the company.

With regards to TPE Plant of the company which remained closed throughout the year, sufficient care is being taken to maintain the plant due to its non -use. Your Directors have tried with an European company to re-start this plant but the deal could not be finalized Still discussions are going on with another party to reach some understanding to restart this plant.

Members are aware that the company is sick Industrial undertaking and its rehabilitation scheme is pending before BIFR.The OTS proposal of Rs. 82 crores has been accepted by all the secured lenders except Central Bank of India. Therefore, in compliance to the OTS offer, company has paid Rs. 70.97 crores (being 100% principal OTS amount of 27 lenders out of 28 lenders) to the consenting lenders approx 87%. Company has also paid interest of Rs. 8.75 crores and Rs. 2.61 crores on account delayed payments and other payables, to the above said 27 consenting lenders. The balance amount of 2.75 crores (being 25%) of interest will carry compound interest @11% and will be due and payable upon receipt of OTS consent from Central Bank of India. The Draft Revival-Cum-Reverse-Merger-Scheme (DRS) filed earlier before Hon''ble BIFR for speedy rehabilitation of the company is pending adjudication. The main application of revival is still pending before Hon''ble BIFR.Meanwhile company has filed two appeals challenging the interim order of BIFR,which are pending adjudication before Hon''ble AAIFR. However discussions with non consenting lender i.e. Central Bank of India are in progress.

5. MANAGEMENT:

Company is managed by well qualified, experienced professionals guided by the Board of Directors.

6. DIRECTORS:

6.1.1 Mr.K.S.Nalwaya will retire by rotation at the forthcoming Annual General Meeting of the Company and being eligible, offers himself for reappointment.

6.1.2 Mr. S. P. Banerjee will retire by rotation at the forth coming Annual General Meeting of the Company and being eligible, offers himself for reappointment

6.1.3 None of the Directors of the company are disqualified for being appointed as Directors as specified under section 274(1) (g) of the Companies Act, 1956.

Your Directors recommend the re-appointment of the retiring Directors.

7. DIRECTOR''S RESPONSIBILITY STATEMENT

In compliance to the Provisions of Section 217 (2AA) of the Companies Act, 1956, your Directors wish to place on record.

i) That in preparing the Annual Accounts, all applicable accounting standards have been followed.

ii) That the accounting policies adopted are consistently followed and the judgments and estimates made are reasonable and prudent so as to give a true and fair view of state of affairs of the Company at the end of the Financial Year and of the Profit and Loss Account of the Company for the Financial Year, under review.

iii) That the Directors have 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 / detecting fraud and other irregularities.

iv) That the Annual Accounts have been prepared on a going concern basis.

8. CORPORATE GOVERNANCE

Your company adheres to all the requirements of the Corporate Governance both in letter and spirit. Your company is complying with the conditions as prescribed under clause 49 of the Listing Agreement. Code of Conduct as applicable to the directors and the senior management personnel has also been put in place. Your company continues to maintain an internal control system headed by an Internal Audit Team and which the Audit Committee continuously reviews.

A separate Report on Corporate Governance is attached as a part of the Annual Report.

9. EMPLOYEE RELATIONS

Your Directors wish to place sincere thank to all the employees and officers for their cordial relations and valuable services, which continued to be rendered by them to the Company.

10. TECHNOLOGIES, RESEARCH & DEVELOPMENT, ETC.

As the TPE plant at Nagothane has been closed for several years, therefore, details about power, fuel expenses etc. in respect of the plant have not been given. The Company continues to economies in every sphere including that of power and fuel by avoiding all wasteful expenditure and cutting costs.

No R & D is being carried on at present and the imported technology has been fully absorbed.

The details about foreign exchange earnings and outgo are given in the Notes to Accounts

11. DEMATERIALISATION OF SHARES

The Company has entered into agreements with both National Securities Depository Limited (NSDL) and Central Depository Services Limited (CDSL) whereby the shareholders have an option to dematerialize their shares with either of the Depository. As on 31st March 2013 total 41.65% of the equity share of the company have been dematerialized.

12. LISTING OF SHARES AT BSE

Shares of the Company are relisted on Bombay Stock Exchange and are being traded there.

13. PARTICULARS OF EMPLOYEE

There is no employee, coming within the purview of Section 217 (2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975.

14. AUDITORS

M/s. N. S. Bhatt & Co., Chartered Accountants, Statutory Auditors of the Company will retire at the forthcoming Annual General Meeting of the Company and being eligible, offer themselves for re-appointment.

The comments by the Auditors in their Report are self- explanatory and, in the opinion of the Board, do not require any further clarifications.

15. ACKNOWLEDGMENT

Your Directors gratefully acknowledge the continuing faith and support extended by the Shareholders, Creditors, Staff and Others who have supported the Company and hope to receive their continued support.



For and on behalf of the Board of Directors

Place : Mathura m. V. CHATURVEDI

Dated: 14th May, 2013 Chairman


Mar 31, 2012

The Directors are pleased to present the Twenty Fifth Report together with the Audited Statement of Accounts for the year ended 31st March 2012.

1. FINANCIAL RESULTS : (Rs. in Lacs)

Year ended Year ended 31/03/2012 31/03/2011

Income 3,534.63 2,598.28

Profit before Interest, 240.29 358.84

Depreciation & Tax Less : Depreciation (122.78) (132.92)

Profit / (Loss) before Tax 117.51 225.92

Add : Loss carriede from previous year (41,269.28) (41495.20)

Total Loss carried to Balance Sheet 41,151.77 41,269.28

2. SHARE CAPITAL

The Authorized Share Capital of the company as on 31st March 2012 was Rs. 75 crores divided into 75000000 Equity Shares of Rs. 10/- each. The issued& subscribed capital as on same date was Rs. 53.12 crores divided into 53117425 equity shares of Rs 10/- each. Calls in arrears were Rs. 56.17 lacs. Paid up capital as on 31st March 2012 remained Rs. 5255.57 lacs. During the year under review the authorized, issued, subscribed & paid up capital of the Company remained unchanged.

3. DIVIDEND

Your Directors place on record their deep sense of concern that due to huge carry forward losses, your Directors are unable to declare any dividend to its shareholders and / or to make any appropriation for the same.

4. OPERATIONS:

The Engineering Division at Mathura is partially in operation and executing the works with own raw materials as well as on job work basis for Power Plant, Cement Plant and for other industrial units. We have added some machinery in the workshop. Regular maintenance had been carried out of all the plant and machinery to ensure the smooth operation.

With regards to TPE Plant of the company which remained closed throughout the year, sufficient care is being taken to maintain the plant due to its non -use.

Members are aware that the OTS proposal of Rs. 82 crores has been accepted by all the secured lenders except Central Bank of India and the same have also been confirmed by Hon'ble AAIFR vide its order dated 13th February, 2008. Therefore, in compliance to the OTS offer, the company has deposited Rs. 70.68 crores (being 100% OTS amount of 26 lenders out of 28 lenders) with IDBI (O.A.) which has already been disbursed to the consenting lenders approx 87%. ICICI Bank one of the lenders who have earlier consented to OTS and have collected its upfront pro-rata share being 15% has still not reinstated the OTS, which we hope will reinstate very soon. The company has also paid interest of Rs. 2.70 crores (being 25%) to the above said 26 consenting lenders on account of delayed payment of OTS amount within the stipulated time. The Draft scheme for revival by way of Reverse-Merger, (DRS) has been filed before Hon'ble AAIFR & BIFR for speedy rehabilitation of the company, which is pending adjudication. As per direction of the Hon'ble Delhi High Court, Hon'ble AAIFR is now seized with both the Appeals for fresh consideration.

5. MANAGEMENT:

Company is managed by well qualified, experienced professionals guided by the Board of Directors.

6. DIRECTORS:

6.1.1 Mr. S. P. Banerjee will retire by rotation at the forth coming Annual General Meeting of the Company and being eligible, offers himself for re-appointment.

6.1.2 Mr.S.K.Gupta will retire by rotation at the forthcoming Annual General Meeting of the Company and being eligible, offers himself for re-appointment.

6.1.3 None of the Directors of the company are disqualified for being appointed as Directors as specified under section 274(1) (g) of the Companies Act, 1956.

Your Directors recommend the re-appointment of the retiring Directors.

7. DIRECTOR'S RESPONSIBILITY STATEMENT

In compliance to the Provisions of Section 217 (2AA) of the Companies Act, 1956, your Directors wish to place on record.

i) That in preparing the Annual Accounts, all applicable accounting standards have been followed.

ii) That the accounting policies adopted are consistently followed and the judgments and estimates made are reasonable and prudent so as to give a true and fair view of state of affairs of the Company at the end of the Financial Year and of the Profit and Loss Account of the Company for the Financial Year, under review.

iii) That the Directors have 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 / detecting fraud and other irregularities.

iv) That the Annual Accounts have been prepared on a going concern basis.

8. CORPORATE GOVERNANCE

Your company adheres to all the requirements of the Corporate Governance both in letter and spirit. Your company is complying with the conditions as prescribed under clause 49 of the Listing Agreement. Code of Conduct as applicable to the directors and the senior management personnel has also been put in place. Your company continues to maintain an internal control system headed by an Internal Audit Team and which the Audit Committee continuously reviews.

A separate Report on Corporate Governance is attached as a part of the Annual Report.

9. EMPLOYEE RELATIONS

Your Directors wish to place sincere thank to all the employees and officers for their cordial relations and valuable services, which continued to be rendered by them to the Company.

10. TECHNOLOGIES, RESEARCH & DEVELOPMENT, ETC.

As the TPE plant at Nagothane has been closed for several years, therefore, details about power, fuel expenses etc. in respect of the plant have not been given. The Company continues to economies in every sphere including that of power and fuel by avoiding all wasteful expenditure and cutting costs.

No R & D is being carried on at present and the imported technology has been fully absorbed.

The details about foreign exchange earnings and outgo are given in the Notes to Accounts

11. DEMATERIALISATION OF SHARES

The Company has entered into agreements with both National Securities Depository Limited (NSDL) and Central Depository Services Limited (CDSL) whereby the shareholders have an option to dematerialize their shares with either of the Depository. As on 31st March 2012 total 33.05% of the equity share of the company have been dematerialized.

12. LISTING OF SHARES

Shares of the Company are listed on Bombay Stock Exchange, Delhi Stock Exchange and Ahmadabad stock Exchange and presently being traded at Bombay stock Exchange only.

13. PARTICULARS OF EMPLOYEE

There is no employee, coming within the purview of Section 217 (2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975.

14. AUDITORS

M/s. N. S. Bhatt & Co., Chartered Accountants, Statutory Auditors of the Company will retire at the forthcoming Annual General Meeting of the Company and being eligible, offer themselves for re-appointment.

The comments by the Auditors in their Report are self- explanatory and, in the opinion of the Board, do not require any further clarifications.

15. ACKNOWLEDGMENT

Your Directors gratefully acknowledge the continuing faith and support extended by the Banks, Financial Institutions Shareholders, Creditors, Staff and Others who have supported the Company and hope to receive their continued support.

For and on behalf of the Board of Directors

Place : Mumbai M. V. CHATURVEDI

Dated: 28th July, 2012 Chairman


Mar 31, 2010

The Directors are pleased to present the Twenty Third Report together with the Audited Statement of Accounts for the year ended 31st March 2010.

1. FINANCIAL RESULTS : (Rs. in Lacs)

Year ended Period ended 31/03/2010 31/03/2009 (12 months) (9 months)

Income 2931.16 1,481.59

Profit before Interest, 627.66 376.86 Depreciation & Tax

Less : Interest ----- -----

Less : Depreciation (153.61) (126.83)

Profit / (Loss) before Tax 474.05 250.03

Provision for fringe benefit tax ----- 0.33

Profit / (Loss) after tax 474.05 249.70

Add : Loss carried

From previous year (41,969.25) (42,218.95)

Total Loss carried to Balance Sheet 41495.20 41,969.25

2. SHARE CAPITAL

The Authorised Share Capital of the company as on 31st March 2010 was Rs. 75 crores dividend into 75000000 Equity Shares of Rs. 10/- each. The issued, subscribed and paid up capital as on same date was Rs. 52.56 crores divided into 5,25,55,700 Equity shares of Rs. 10/- each fully paid up. During the year under review the authorized, issued , subscribed & paid up capital remained unchanged.

3. DIVIDEND

Your Directors place on record their deep sense of concern that due to huge carry forward losses, your Directors are unable to declare any dividend to its shareholders and / or to make any appropriation for the same.

4. OPERATIONS:

The Engineering Division at Mathura is partially in operation and executing the works with our own raw materials as well as on job work basis for Power Plant, Cement Plant and for other industrial units. We have carried out regular maintenance of all the plant and machinery to ensure the smooth operation.

With regards to TPE Plant of the company which remained closed through out the year, sufficient care has been taken to ensure further detoriation due to its non- use. However lot of corrosion has occurred due to passage of time.

Members are aware that the earlier OTS proposal of your company for Rs.72 crores to the Secured Lenders has already been approved by them in the joint meeting held on 13lh January, 2007 therefore, in compliance to the OTS offer, our company has deposited up-front amount of Rs. 7.20 Crores (being 10% of the OTS) with IDBI (O.A.). Subsequently in the month of January, 2008 on demand of the lenders due to rise in the property price, the company has increased its OTS offer by Rs. 10 crore i.e. Rs. 82 Crores. Meanwhile, Monble AAIFR vide its order dated 13th February, 2008 has directed IDBI (OA) to accept the revised OTS offer of Rs. 82 crores on behalf of all the lenders and directed the company to make the balance payment within two months as well as directed the company to file its Draft Rehabilitation Scheme (DRS) before BIFR for speedy rehabilitation of the company. The company has filed its DRS which is pending before BIFR. Central Bank of India has challenged the aforesaid order of AAIFR before the Delhi High Court. Your company has also challenged the order of AAIFR before Delhi High Court to the extent of the payment schedule as agreed in the joint meeting of the lenders. Subsequently, Honble Delhi High Court vide its order dated 4lh February, 2010 has allowed both the Writ Petitions and remanded the matter back to Honble AAIFR for fresh consideration. As per the OTS settlement terms, company has received approx 76% formal sanction letters from the secured lenders and awaiting the balance to come. IDBI (OA) vide its letter dated 21st August, 2009 has already distributed the upfront amount @ 10% in pro-rata to the lenders who have conveyed their sanction and have kgpt the balance amount in No Lien interest bearing account.

5. MANAGEMENT:

Mr. V. Narayan who was reappointed as the Whole-Time Director of the company for a period of one year with effect from 1sl February 2009 subject to the approval of the Shareholders, passed away on 26,h September 2009.

Mr. V. Narayan remained associated with your company for more than 32 years and occupied various key positions .Directors & members place on record their deep sense of appreciation for co-operation and guidance provided by him during his tenure.

6. DIRECTORS:

6.1.1 Mr.S. P. Banerjee, will retire by rotation at the forthcoming Annual General Meeting of the Company and being eligible, offers himself for reappointment.

6.1.2 Mr. K. S. Nalwaya will retire by rotation at the forthcoming Annual General Meeting of the Company and bel*ng eligible, offers himself for reappointment.

6.1.3 None of the Directors of the company are disqualified for being appointed as Directors as specified under section 274(1) (g) of the Companies Act, 1956.

7. DIRECTORS RESPONSIBILITY STATEMENT

In compliance to the Provisions of Section 217 (2AA) of the Companies Act, 1956, your Directors wish to place on record.

i) That in preparing the Annual Accounts, all applicable accounting standards has been followed.

ii) That the accounting policies adopted are consistently followed and the judgments and estimates made are reasonable and prudent so as to give a true and fair view of state of affairs of the Company at the end of the Financial Year and of the Profit and Loss Account of the Company for the Financial Year, under review.

iii) That the Directors have 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 / detecting fraud and other irregularities.

iv) That the Annual Accounts have been prepared on a going concern basis.

8. CORPORATE GOVERNANCE

Your company adheres to all the requirements of the Corporate Governance both in letter and spirit. Your company is complying with the conditions as prescribed under clause 49 of the Listing Agreement. Code of Conduct as applicable to the directors and the senior management personnel has also been put in place. Your company continues to maintain an internal control system headed by an Internal Audit Team and which the Audit Committee continuously reviews.

A separate Report on Corporate Governance is attached as a part of the Annual Report.

9. EMPLOYEE RELATIONS

Your Directors wish sincerely thank to all the employees and officers for their cordial relations and valuable services, which continued to be rendered by them to the Company.

10. TECHNOLOGIES, RESEARCH & DEVELOPMENT, ETC.

As the TPE plant at Nagothane has been closed for last eleven years, therefore, details about power, fuel expenses etc. in respect of the plant have not been given. The Company continues to economies in every sphere including that of power and fuel by avoiding all wasteful expenditure and cutting costs.

No R & D is being carried on at present and the imported technology has been fully absorbed. When Company will put up final pilot plant the same will reduce batch timing and cost of production.

The details about foreign exchange earning and outgo are given in the Notes to Accounts.

11. DEMATERIALISATION OF SHARES

The Company has entered into agreements with both National Securities Depository Limited (NSDL) and Central Depository Services Limited (CDSL) whereby the shareholders have an option to dematerialize their shares with either of the Depository. As on 31st March 2010 total 29.58 % of the equity share of the company has been dematerialized.

12. LISTING OF SHARES AT BSE

In response to representation of the company for revocation of suspension of relisting of its Equity shares before Bombay Stock Exchange (BSE), the BSE has conveyed its approval subject to compliance of certain formalities. The company has already complied most of the formalities and is in the process to comply the balance. Hence, we are hopeful that our shares will be relisted & traded at BSE very soon.

13. PARTICULARS OF EMPLOYEES

There is no employee coming within the purview of Section 217 (2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975.

14. AUDITORS

M/s. N. S. Bhatt & Co., Chartered Accountants, Auditors of the Company will retire at the forthcoming Annual General Meeting of the Company and being eligible, offer them selves for re-appointment.

The comments by the Auditors in their Report are self- explanatory and, in the opinion of the Board, do not require any further clarifications.

15. ACKNOWLEDGMENT

Your Directors gratefully acknowledge the continuing faith and support extended by the Shareholders, Creditors, Staff and others who have supported the Company and hope to receive their continued support.

For and on behalf of the Board of Directors

Place : Mumbai M. V. CHATURVEDI

Dated: 29lh April, 2010 Chairman

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