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Directors Report of Beardsell Ltd.

Mar 31, 2016

The Directors present the 79th Annual Report of the Company together with the Audited Accounts for the Financial Year ended 31.03.201 6.

PERFORMANCE / OPERATIONS

FINANCIAL RESULTS ( Rs. In Lakhs)

Year Ended

Year Ended

31.03.2016

31.03.2015

Gross Revenue

15122.88

13202.42

Profit before interest & Depreciation

1355.94

762.14

Finance Cost

520.26

462.86

Profit before Depreciation

835.68

299.28

Depreciation

322.33

304.50

Profit / (LOSS) before tax

513.55

(5.22)

Profit / (LOSS) after taxation

328.53

(9.83)

Surplus in Statement of Profit & Loss Account

from Last Year

1651.08

1723.05

Less: Depreciation on transition to Schedule 1

of The Companies Act, 2013 on tangible fixed

assets with nil remaining useful life

(5.78)

Appropriations

Dividend paid on Equity Shares

56.20

46.83

Tax on Dividend

11.44

9.53

Surplus carried to Balance Sheet

1911.97

1651.08

DIVIDEND:

The Board of Directors wishes to inform the shareholders that Interim Dividend at the rate of Re. 1.20 (12 percent) per share was paid as Dividend for the year ended 31st March, 201 6 to those share holders whose name appeared in the Register of Members on 23rd March, 201 6. The above payment shall be considered as final dividend and no fresh dividend is recommended by the Board.

Consolidated Financial Statements

In accordance with the Accounting Standard (AS)-21 on Consolidated Financial Statements, the audited consolidated financial statement is provided in the Annual Report.

REVIEWOF OPERATIONS A) PACKAGING PRODUCTS

EPS division showed an excellent achievement both in production as well as gross margins. Continuous reduction in RM pricing due to crude/dollar fluctuations helped increase in margins.

B) PREFABRICATED PANEL PRODUCTS

Our Isobuild sales went up due to a major order from KRIDL, Bangalore.

The Quikbuild sales also have picked up considerably.

C) CONTRACTS & EXPORTS

Our contracting division continues to execute insulation contracts for major public sector companies. We are striving to increase revenues in this segment by marketing across regions. The exports division has successfully won several global tenders and are in the process of implementing those contracts. The exports teams is doing remarkably well.

CHANGE IN THE NATURE OF BUSINESS, IF ANY: There is no change in the nature of business.

Material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the Financial Statements relate and the date of the report: Nil

Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company''s operations in future : Nil

Details in respect of adequacy of internal financial controls with reference to the Financial Statements : Adequate internal financial controls are in place and they are working effectively and efficiently.

Details of Associate Companies: Nil

DETAILS OF WHOLLY OWNED SUBSIDIARY

Our Company has acquired M/s. Sarovar Insulation Pvt Ltd and made it a wholly owned Subsidiary on 29/02/2016. M/s.Sarovar Insulation Pvt Ltd is engaged in the manufacture and processing of EPS products at Coimbatore and at SUPA, Ahmednagar, Maharashtra.

Fixed Deposits

(a)

Accepted During the year

Rs. 88,49,000/-

(b)

Remained Unpaid or unclaimed as at the end of the year

Rs.2,09,000/-

(c)

Whether there has been any default

There was no

in repayment of deposits or payment

default in

of interest thereon during the year

repayment of

and if so, number of such cases

deposits or payment

and the total amount involved

of interest thereon.

(d)

At the beginning of the year

NIL

Maximum during the year

NIL

At the End of the year

The details of deposits which are not

in compliance with the requirements

NIL

of Chapter V of the Act

NIL

STATUTORY AUDITORS

Messrs. Deloitte Haskins & Sells (DHS), Chartered Accountants, Chennai (ICAI Registration Number of the firm is 008072S) were appointed as Statutory Auditors of the Company in our Seventy Seventh Annual General Meeting held on 13th August 2014 and they hold office till the conclusion of our Eightieth Annual General Meeting on a remuneration as the Board of Directors of the Company may determine, in addition to travelling and out of pocket expenses.

INTERNAL AUDITORS

Mr .V V Sridharan (Membership Number FCA 24801) is the Internal Auditor of our Company.

EXTRACT OF THE ANNUAL RETURN

The extract of the annual return in Form No.MGT-9 forms part of this Board s Report.

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

Information Under Section 134 (3) (m) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 and forming part of Directors Report for the year ended 31st March 2016.

Research and Development, Technology Absorption and Conservation of Energy

The main focus of the Company''s Research and Development effort is on Energy Conservation, process up gradation and environmental preservation

Better utility of Resources, to minimize cost & wastage. Continuous efforts are on to reduce wastage in use of Power and Fuel.

Foreign Exchange Earnings And Outgo

During the year under review, Foreign Exchange Earnings amounted to Rs.l 1 55.29 Lakhs as against Rs.l 266.48 Lakhs during previous year.

The total Foreign Exchange Outgo during the year under review was Rs.l 102.74 Lakhs as against Rs.l 392.67 Lakhs during previous year.

DIRECTORS

APPOINTMENT AND RE-APPOINTMENT OF DIRECTORS

Mrs. Jayasree Anumolu retires by rotation at this Annual General Meeting, and being eligible, offer herself for reappointment.

DECLARATION BYINDEPENDENT DIRECTORS:

The declaration by Independent Directors forms part of this Board''s Report.

FORMAL ANNUAL EVALUATION:

The Board members and the Committee members performed their functions as required by the Companies Act 2013andas per the regulatory framework of Securities and Exchange Board of India.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:

During the financial year 201 5-1 6 Six Board Meetings were held on 29/05/2015, 13/08/2015, 13/11/2015, 12/02/2016,1 9/02/201 6 and 12/03/201 6.

AUDIT COMMITTEE:

During the financial year 2015-16 Four Audit Committee Meetings were held on 29/05/2015, 13/08/2015, 13/11/201 5 and 12/02/201 6.

Composition and Attendance record of the members of the Committee is as under:

S.No

Member

Designation

No. of meetings attended

1

Mr. M. Uttam Reddi

Independent

3

2

Mr. V. Thirumal Rao

Non-Executive

4

3

Mr. R. Gowri Shanker

Independent

4

4

Mr. V.J. Singh

Independent

4

5

Mr. S.V Narasimha Rao

Executive Director

4

VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES

The Company has established a vigil mechanism for directors and employees to report genuine concerns and the same is hosted in our website www.beardsell.co.in.

NOMINATION AND REMUNERATION COMMITTEE

During the financial year 2015-16 one Committee meeting was held on 29/05/201 5.

S.No

Member

Designation

No. of meetings attended

1

Mr. M. Uttam Reddi

Independent

1

2

Mr. V. Thirumal Rao

Non-Executive

1

3

Mr. R. Gowri Shanker

Independent

1

4

Mr. V.J. Singh

Independent

1

CORPORATE SOCIAL RESPONSIBILITY REPORTING (CSR)

CSR Reporting forms part of this Report.

CSR COMMITTEE COMPRISES OF THE FOLLOWING DIRECTORS:

S. No

Member

Designation

No. of meetings attended

1

Mr Bharat Anumolu

Managing Director

1

2

Mr.Amrith Anumolu

Executive Director

1

3

Mr.R.Gowri Shanker

Independent Director

1

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT 2013:

(i) Loans : Rs.920.00 lacs

(ii) Guarantees : Nil

(iii) Investments : Rs. 1 59.20 lacs

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

Form No. AOC-2: (Pursuant to clause (h) of sub-section (3) of section 134 of the Companies Act 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014).

Form for disclosure of particulars of contracts /arrangements entered into by the company with related parties referred to in sub-section (1) of section 1 88 of the Companies Act, 201 3 including certain arm''s length transactions under third proviso thereto:

Details of contracts or arrangements or transactions not at arm''s length basis

: NIL

Details

of material contracts or arrangements or transactions at arm''s length basis :

1. Na

me

of the related party and nature of relationship :

Sarovar Insulation Pvt Ltd

(i)

Nature of contracts/arrangements/transactions :

Processor and seller of EPS Products and

Purchaser of EPS Resins

(ii)

Duration of contracts/arrangements/transactions :

Ongoing

(iii)

Salient terms of contract including value :

Processing charges : Rs.25.88 lacs;

Sale of EPS Products : Rs.882.37 lacs

Purchase of EPS Resins : Rs.49.15lacs

(iv)

Date of approval by Board, if any :

1 3th August 2015

(v)

Amount paid as advances, if any :

Nil

2. Na

me

of the related party and nature of relationship :

Gunnam Subbarao Insulation Pvt Ltd

(i)

Nature of contracts/ arrangements/ transactions:

Processor of EPS & Quikbuild products

(n)

Duration of contracts/arrangements/transactions :

Ongoing

(in)

Salient terms of contract including value :

Processing charges : Rs. 1 89.33 lacs

Sales of Isobuild products : Rs. 393.12 lacs

Purchase of Isobuild products : Rs. 360.1 7 lacs

(iv)

Date of approval by Board, if any :

13th August 2015

(v)

Amount paid as advances, if any :

Nil

BOARDS REPORT FOR THE YEAR ENDED 31/03/2016 PARTICULARS OF EMPLOYEES:

(A) Information as per Section 197 (12) read with Rule 5 (1) of The Companies (Appointment & Remuneration of Managerial Personnel) Rules,2014:

(i) The ratio of Remuneration of each Director to the median remuneration of the employees of the Company for the financial year:

Name of the Director

Ratio

Mr. Bharat Anumolu

8.69

Mr. S.V. Narasimha Rao

14.22

Mr. Amrith Anumolu

8.69

Mr. Uttam Reddi

n

Mr. V. Thirumal Rao

n

Mr. R. Gowri Shanker

n

Mr. V.J. Singh

n

Mrs. Jayasree Anumolu

n

The median remuneration of the employees of the company during the Financial Year 2015-16wasRs.3,12,929/-

{*) The sitting fees received by the non-executive Independent Directors was less than the median remuneration of employee and hence the ratio is not provided.

{**) The remuneration received by the non-executive Director comprises of sitting fees and professional fees paid to a Law firm wherein he is a Partner for rendering legal services and hence the ratio is not provided.

(ii) The percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary in the financial year:

Name of the Director

Designation

% of increase in Remuneration

Mr. Bharat Anumolu

Managing Director

2.27

Mr. S.V Narasimha Rao

Executive Director

4.61

Mr. Amrith Anumolu

Executive Director

100.00

Mr. M.Uttam Reddi

Independent Director

(#)

Mr. VThirumal Rao

Non-Executive Director

(#i

Mr. R.Gowri Shanker

Independent Director

(#i

Mr. VJ.Sinqh

Non-Executive Director

(#)

Mrs. Jayasree Anumolu

Independent Director

(#i

Mr. Y.Mukthar Basha

Chief Financial Officer

6.67

Mr. K.Murali

Company Secretary

1 7.84

{#) The remuneration to non-executive Independent Directors comprises of sitting

fees for attending the Board / Committee meetings. The actual payment of sitting fee is based on the number of meetings attended by the Directors. In view of the aforesaid facts, the calculation of percentage increase in remuneration would not be meaningful and hence not provided.

The percentage increase in the remuneration of Chief Financial Officer and Company Secretary in the financial year: 10.92 %

(iii) The percentage increase in the median remuneration of employees in the financial year: 27.58%

(iv) The number of permanent employees on the rolls of the company: 234

(v) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase inthe managerial remuneration:

Managerial Remuneration was increased by 100% to Mr.Amrith Anumolu, Executive Director which is higher than percentile increase in salaries of employees other than Managerial Personnel. The increase is in commensurate with the level of contribution made by Mr. Amrith Anumolu to the Company.

(vi) Affirmation that the remuneration is as per the remuneration policy of the company:

The Company affirms that the remuneration is as per the Remuneration Policy of the Company.

(B) Information as per section 1 97 (12) read with Rule 5 (2) and 5(3) of The Companies (Appointment & Remuneration of Managerial Personnel) Rules,201 4:

(i) None of the employee was in receipt of remuneration for the financial year 2015-16, which, in aggregate, was not less than sixty lakh rupees; and

(ii) None of the employee who was employed for a part of the financial year 2015-1 6 was in receipt of remuneration for any part of the financial year 201 5-1 6, at a rate, which, in the aggregate, was not less than five lakh rupees per month.

SECRETARIAL AUDIT REPORT:

A Secretarial Audit Report given by Lakshmmi Subramanian & Associates, Practicing Company Secretaries, Chennai is annexed to this report.

AUDITORS'' CERTIFICATE ON CORPORATE GOVERNANCE:

M/s Deloitte Haskins & Sells, Chartered Accountants, Chennai have given a certificate regarding compliance of conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement and the same is annexed to this report.

RISK MANAGEMENT POLICY:

The Company has developed and implemented a risk management policy including identification therein the elements of risk which in the opinion of the Board may threaten the existence of the company.

COST AUDIT

Your company has appointed Mr M. Krishnaswamy, Practicing Cost Accountant, Chennai (FCMA No.5944) as Cost Auditor for the financial year 201 6-1 7 with the consent of the Central Government for the Audit of Cost Accounts maintained by the Company.

EMPLOYEE RELATIONS

The relations between the employees and management continued to be cordial during the year.

DIRECTORS'' RESPONSIBILITY STATEMENT:

As required by Sec. 1 34 (3) [c] of the Companies Act, 201 3, your Directors further report that:

I In preparation of the annual accounts, applicable accounting standards have been followed along with proper explanation relating to material departures;

II The Directors have selected 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 as on 31st March, 201 6 and of the Profit of the Company for financial year ended 31 st March, 201 6;

MANAGEMENT DISCUSSIONS AND ANALYSIS Industry Structure & Development

The prefab building elements manufactured by your Company finds applications in cold storages, Food Processing Plants, Pharmaceuticals and Roofing applications. Expanded Polystyrene has varied applications in insulation and packaging. SteilWallz panels finds applications in construction of low cost housing. Your Company also undertakes Contracts with in-house /outsourced materials.

Outlook on Opportunities and Threats

With increased industrial construction and retail business activities and Government of India''s thrust and encouraging policies on cold storages with latest technologies for improving post harvest infrastructure, there is likely to be increase in demand for your Company''s products.

Fluctuating raw material prices can have negative impact on operations. Majorrawmaterialsare:

a) Expanded Polystyrene (a petroleum derivative):

Increase in petroleum prices impacts this raw material price.

III The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

IV The Directors have prepared the Annual Accounts on a going concern basis.

V 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 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.

REMUNERATION POLICY OF THE COMPANY

The remuneration policy of the Company comprising the appointment and remuneration of the Directors, Key Managerial Personnel and Senior Executives of the Company including criteria for determining qualifications, positive attributes, independence of a Director and other related matters has been hosted in our website www.beardsell.co.in.

CORPORATE GOVERNANCE

Your Directors report that your Company has been fully compliant with the SEBI ICDR Regulations on Corporate Governance, which have been incorporated in Clause 49 of the Listing Agreement. A detailed report on this forms part of Annexure.

ACKNOWLEDGEMENT

Your Directors gratefully acknowledge the continued support received from the Bankers, Principals/Suppliers, Customers and Employees.

For and on behalf of the Board

Bharat Anumolu Managing Director

Hyderabad S.V Narasimha Rao

May 27, 201 6 Executive Director


Mar 31, 2015

Dear Members'

The Directors present the 78th Annual Report of the Company together with the Audited Accounts for the Financial Year ended 31.03.2015.

PERFORMANCE / OPERATIONS

FINANCIAL RESULTS (Rs. In Lakhs)

Year Ended Year Ended 31.03.2015 31.03.2014

Gross Revenue 13202.42 10704.20

Profit before interest & Depreciation 762.14 663.14

Finance Cost 462.86 238.26

Profit before Depreciation 299.28 424.88

Depreciation 304.50 222.52

Profit/(LOSS) before tax (5.22) 202.36

Profit / (LOSS) after taxation (9.83) 129.12

Surplus in Statement of Profit & Loss Account

from Last Year 1723.05 1648.72

Less: Depreciation on transition to Schedule II of The Companies Act, 2013 on tangible fixed assets with nil remaining (5.78) - useful life

Appropriations

Proposed Dividend on Equity Shares 46.83 46.83 Tax on Dividend 9.53 7.96

Surplus carried to Balance Sheet 1651.08 1723.05

Consolidated Financial Statements

In accordance with the Accounting Standard (AS)-21 on Consolidated Financial Statements, the audited consolidated financial statement is provided in the Annual Report.

DIVIDEND:

The Board of Directors wishes to inform the shareholders that the Dividend at the rate of Re.l/- (10 percent) per share is proposed to be paid as Dividend for the year ended 31st March, 201 5 to those share holders whose name appears in the Register of Members on 6th August, 2015, subject to the approval of the shareholders in the ensuing Annual General Meeting.

REVIEW OF OPERATIONS

A) PACKAGING PRODUCTS

Our EPS Packaging products are accepted throughout various industry sectors due to our emphasis on quality and our adherence to production schedules. Although our turn over is increasing, our profitability for this product line is severely impacted by the continuous increase in raw material prices.

B) PREFABRICATED PANEL PRODUCTS

Our Isobuild product line has performed well. SteilWallz which is marketed as a superior building system has made substantial progress during this year.

C) CONTRACTS & EXPORTS

Our contracting division continues to execute insulation contracts for major public sector companies. We are striving to increase revenues in this segment by marketing across regions. The exports division has successfully won several global tenders and are in the process of implementing those contracts. The exports teams is doing remarkably well.

CHANGE IN THE NATURE OF BUSINESS, IF ANY: There is no change in the nature of business.

Material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the Financial Statements relate and the date of the report: Nil

Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company's operations in future : Nil

Details in respect of adequacy of internal financial controls with reference to the Financial Statements : Adequate internal financial controls are in place and they are working effectively and efficiently.

Details of Associate Companies: Nil

Fixed Deposits

The details relating to deposits, covered under Chapter V of the Act:

(a) Accepted During the year NIL

(b) Remained un paid or unclaimed Rs. 147000/- as at the end of the year

(c) Whether there has been any default There was no in repayment of deposits or payment default In of interest thereon during the year repayment of and if so, number of such cases deposits or payment and the total amount involved of interest thereon.

(d) At the beginning of the year NIL

Maximum during the year NIL

At the End of the year NIL

The details of deposits which are not in compliance with the requirements of Chapter V of the Act NIL

STATUTORY AUDITORS

Messrs. Deloitte Haskins & Sells (DHS), Chartered Accountants, Chennai (ICAI Registration Number of the firm is 008072S) were appointed as Statutory Auditors of the Company in our Seventy Seventh Annual General Meeting held on 13th August 2014 and they hold office till the conclusion of our Eightieth Annual General Meeting on a remuneration as the Board of Directors of the Company may determine, in addition to travelling and out of pocket expenses.

INTERNAL AUDITORS

Mr .V.V Sridharan (Membership Number FCA 24801) is the Internal Auditor of our Company.

EXTRACT OF THE ANNUAL RETURN

The extract of the annual return in Form No.MGT-9 forms part of this Board's Report.

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

Information Under Section 134 (3) (m) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 and forming part of Directors Report for the year ended 31 st March 2015.

Research and Development, Technology Absorption and Conservation of Energy

The main focus of the Company's Research and Development effort is on Energy Conservation, process upgradation and environmental preservation

Better utility of Resources, to minimize cost & wastage. Continuous efforts are on to reduce wastage in use of Power and Fuel.

Foreign Exchange Earnings And Outgo

During the year under review, Foreign Exchange Earnings amounted to Rs.1266.48 Lakhs as against Rs.51.26 Lakhs during previous year.

The total Foreign Exchange Outgo during the year under review was Rs.l392.67 Lakhs as against Rs.504.13 Lakhs during previous year.

DIRECTORS

APPOINTMENT AND RE-APPOINTMENT OF DIRECTORS

Mrs Jayasree Anumolu was appointed as a Director with effect from 31st March 2015. The appointment is subject to the approval and confirmation of the shareholders in the ensuing Annual General Meeting.

Mr.V.Thirumal Rao retires by rotation at this Annual General Meeting, and being eligible, offer him self for re-appointment.

DECLARATION BY INDEPENDENT DIRECTORS:

The declaration given by the Independent Directors are hosted in our website www.beardsell.co.in

FORMAL ANNUAL EVALUATION BY BOARD OF ITS OWN PERFORAAANCE AND THAT OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS:

The Board members and the Committee members performed their functions as required by the Companies Act 2013 and as per the regulatory framework of Securities and Exchange Board of India.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

During the financial year 2014-15 Six Board Meetings were held on 29/05/2014, 13/08/2014, 12/11/2014, 20/01/2015, 13/02/2015 and 31/03/2015.

AUDIT COMMITTEE

During the financial year 2014-15 Four Audit Committee Meetings were held on 29/05/2014, 13/08/2014, 12/11/2014 and 13/02/2015.

Composition and Attendance record of the members of the Committee is as under:

No. of S. Member Designation meetings No attended

1 Mr. M. Uttam Reddi Independent 3

2 Mr. V Thirumal Rao Non-Executive 4

3 Mr. R. Gowri Shanker Independent 3

4 Mr. V.J. Singh Independent 4

5 Mr. S.V. Narasimha Rao Executive Director 4

VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES

The Company has established a vigil mechanism for directors and employees to report genuine concerns and the same is hosted in our wesite www.beardsell.co.in.

NOMINATION AND REMUNERATION COMMITTEE

During the financial year 2014-15 one Committee meeting was held on 19/05/2014.

S. Member Designation No. of No meetings attended

1 Mr. M. Uttam Reddi Independent 1

2 Mr. V Thirumal Rao Non-Executive 1

3 Mr. R. Gowri Shanker Independent 1 4 Mr. V.J. Singh Independent 1

CORPORATE SOCIAL RESPONSIBILITY REPORTING (CSR)

CSR Reporting forms part of this Report.

CSR COMMITTEE COMPRISES OF THE FOLLOWING DIRECTORS:

S. Member Designation No. of No meetings attended

1 Mr Bharat Anumolu Managing Director 1

2 Mr. Amrith Anumolu Executive Director 1

3 Mr.R.Gowri Shanker Independent Director 1

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT 2013:

(i) Loans : Rs.372.70 lacs

(ii) Guarantees : Nil

(iii) Investments : Rs. 138.08 lacs

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

Form No. AOC-2: (Pursuant to clause (h) of sub-section (3) of section 134 of the Companies Act 2013 and Rule 8(2) of the Companies (Accounts) Rules, 201 4).

Form for disclosure of particulars of contracts / arrangements entered into by the company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arm's length transactions under third proviso thereto:

Details of contracts or arrangements or transactions not at arm's length basis : NIL

Details of material contracts or arrangements or transactions at arm's length basis :

1. Name of the related party and nature of relationship : Sarovar Insulation Pvt Ltd

(i) Nature of contracts/ arrangements/transactions : Processor and seller of EPS Products and Purchaser of EPS Resins

(ii) Duration of contracts/ arrangements/transactions : Ongoing

(iii) Salient terms of contract including value : Processing charges : Rs. 15.98 lacs;

Sale of EPS Products : Rs.935.62 lacs;

Purchase of EPS Resins : Rs. 129.52 lacs

(iv) Date of approval by Board, if any : 12th November 2014

(v) Amount paid as advances, if any : Nil

2. Name of the related party and nature of relationship : Gunnam Subbarao Insulation Pvt Ltd

(i) Nature of contracts / arrangements / transactions : Processor of EPS & Quikbuild products

(ii) Duration of contracts/ arrangements/transactions : Ongoing

(iii) Salientterms of contract including value : Processing charges: Rs. 175.00 lacs

(iv) Date of approval by Board, if any : 12th November 2014

(v) Amount paid as advances, if any : Nil

Particulars of Employees and related disclosures

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, none of the employee is drawing remuneration in excess of the limits set out in the said rules.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Having regard to the provisions of the first proviso to Section 136(1) of the Act and as advised, the Annual Report excluding the aforesaid information is being sent to the members of the Company. The said information is available for inspection at the registered office of the Company during working hours and any member interested in obtaining such information may write to the Company Secretary and the same will be furnished on request. The Full Annual Report including the aforesaid information is being sent electronically to all those members who have registered their email addresses and is available on the Company's website.

SECRETARIAL AUDIT:

Pursuant to provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rule 2014, your Company engaged the services of Messrs. Lakshmmi Subramanian & Associates, Practicing Company Secretaries, Chennai to conduct the Secretarial Audit of the Company for the financial year ended March 31,2015.

The Secretarial Audit Report (in Form MR -3) is attached as Annexure to this Report.

AUDITORS' CERTIFICATE ON CORPORATE GOVERNANCE:

M/s Deloitte Haskins & Sells, Chartered Accountants, Chennai have given a certificate regarding compliance of conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement and the same is annexed to this report.

RISK MANAGEMENT POLICY:

The Company has developed and implemented a risk management policy including identification therein the elements of risk which in the opinion of the Board may threaten the existence of the company.

COST AUDIT

Your company has appointed Mr M. Krishnaswamy, Practicing Cost Accountant, Chennai (FCMA No.5944) as Cost Auditor for the financial year 2015-16 with the consent of the Central Government for the Audit of Cost Accounts maintained by the Company.

EMPLOYEE RELATIONS

The relations between the employees and management continued to be cordial during the year.

DIRECTORS' RESPONSIBILITY STATEMENT:

As required by Sec. 134 (3) [c] of the Companies Act, 201 3, your Directors further report that:

I In preparation of the annual accounts, applicable accounting standards have been followed along with proper explanation relating to material departures;

II The Directors have selected 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 as on 31st March, 2015 and of the Profit / (Loss) of the Company for financial year ended 31st March, 2015;

III The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

IV The Directors have prepared the Annual Accounts on a going concern basis.

V 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 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.

REMUNERATION POLICY OF THE COMPANY

The Remuneration policy of the Company Comprising the appointment and remuneration of the Directors, Key Managerial Personnel and Senior Executives of the Company including criteria for determining qualifications, positive attributes, independence of a Director and other related matters has been hosted in our website www.beardsell.co.in .

CORPORATE GOVERNANCE

Your Directors report that your Company has been fully compliant with the SEBI ICDR Regulations on Corporate Governance, which have been incorporated in Clause 49 of the Listing Agreement. A detailed report on this forms part of Annexure.

ACKNOWLEDGEMENT

Your Directors gratefully acknowledge the continued support received from the Bankers, Principals/Suppliers, Customers and Employees.

For and on behalf of the Board

Bharat Anumolu Managing Director Chennai S.V. Narasimha Rao May 29, 2015 Executive Director


Mar 31, 2014

Dear Members,

The Directors present the 77th Annual Report of the Company together with the Audited Accounts for the Financial Year ended 31.03.201 4.

PERFORMANCE / OPERATIONS

FINANCIAL RESULTS (Rs. In Lakhs)

Year Ended Year Ended 31.03.2014 31.03.2013

Gross Revenue 10704.20 9609.92

Profit before interest & Depreciation 663.14 863.22

Finance Cost 238.26 177.96

Profit before Depreciation 424.88 685.26

Depreciation 222.52 179.33

Profit before tax 202.36 505.93

Profit after taxation 129.12 294.05

Surplus in Statement of Profit & 1648.72 1409.46 Loss from Last Year Appropriations

Proposed Dividend on Equity Shares 46.83 46.83

Tax on Dividend 7.96 7.96

Surplus carried to Balance Sheet 1723.75 1648.72

REVIEW OF OPERATIONS DIVIDEND:

The Board of Directors wishes to inform the shareholders that the Dividend at the rate of Re. 1 /- (10 percent) per share is proposed to be paid as Dividend for the year ended 31st March, 2014 to those share holders whose name appears in the Register of Members on 4th August, 2014, subject to the approval of the shareholders in the ensuing Annual General Meeting.

A) PACKAGING PRODUCTS

Our EPS packaging products are accepted throughout various industry sectors due to our emphasis on quality and our adherence to production schedules. Notable customer wins in this financial year included SANMINA SCI India Pvt Ltd., who have started procuring our product. Although our volumes are increasing, our profitability for this product line is severely impacted by the continuous increase in EPS raw material prices.

B) PREFABRICATED PANEL PRODUCTS

Our Isobuild product line installed Walk-in Cold Rooms for storing medicines throughout Andhra Pradesh. This tender was won against international bidding. We have successfully executed 120 Nos of RO plant buildings to Karnataka Rural Infrastructure Development Ltd for supply of purified water in various villages throughout Karnataka. We have also successfully executed 105 TORTA CABINS for PWD, Bihar.

This year substantial progress has been made in SteilWallz, which is marketed as a superior building system to the traditional RCC construction that is prevalent in the commercial and residential building sectors. We have executed villas / houses in Tamil Nadu and Hyderabad in a very quick time and at a competitive cost compared to conventional method of construction.

C) CONTRACTS & EXPORTS

Our contracting division continues to execute insulation contracts for major companies including HPCL, IOCL and others. We are striving to increase revenues in this segment by marketing across regions. The exports team has successfully won several tenders abroad and are in the process of implementing the contracts.

FIXED DEPOSITS

Fixed Deposits amounting to Rs. 1.24 Lakhs matured but were not claimed till 31st March 2014. Subsequently , Fixed Deposit totaling to Rs 0.45 Lakhs have been re- paid.

Pursuant to Section 73, 74 and 76 of the Companies Act 2013, deposits accepted prior to 01/04/2014 are being repaid on the respective due dates.

All Deposits / Interest accrued there on remaining unclaimed for a period of seven years from the date they became due for payment have been credited to the Investor Education and Protection Fund under Section 124 (5) of the Companies Act, 2013.

INSURANCE

All the Properties of the Company including Buildings, Plant and Machinery and Stocks have been adequately insured.

DIRECTORS

Mr. Bharat Anumolu was re-appointed as Managing Director with effect from 20th May, 2014 for a period of five years. The re-appointment is subject to the approval and confirmation of the shareholders in the ensuing Annual General Meeting.

Mr. S.V. Narasimha Rao was re-appointed as Executive Director with effect from 29th June, 2014 for a period of five years. The reappointment is subject to the approval and confirmation of the shareholders in the ensuing Annual General Meeting.

Mr. V.Thirumai Rao retires by rotation at this Annual General Meeting, and being eligible, offer him self for re-appointment.

Mr. R.Gowri Shanker, Mr, M.Uttam Reddi and Mr. V.J.Singh Directors, reappointed as an Independent Directors of the Company to hold office for a period of five years from 29th May, 201 4 to 28th May, 2019.

AUDITORS

The Auditors, Messrs. Deloitte Haskins & Sells (DHS), retire and are eligible for re-appointment for a further period of three years up to the conclusion of the Eightieth Annual General Meeting of the Company. A written certificate has been received by the Company from them that the re-appointment, if made, will be in accordance with the limits specified in Sec. 139 (1) of the Companies Act, 2013.

DIRECTORS''RESPONSIBILITY STATEMENT:

As required by Sec. 134 (3) [c] of the Companies Act, 2013, your Directors further report that:

I. In preparation of the annual accounts, applicable accounting standards have been followed along with proper explanation relating to material departures;

II. The Directors have selected accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on 31 st March, 201 4 and of the Profit of the Company for financial year ended 31st March, 2014;

III. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

IV. The Directors have prepared the Annual Accounts on a going concern basis.

COST AUDIT

Your company has appointed Mr M. Krishnaswamy, Practicing Cost Accountant, Chennai (FCMA No.5944) as Cost Auditor for the financial year 2014-15 with the consent of the Central Government for the Audit of Cost Accounts maintained by the Company.

CORPORATE GOVERNANCE

Your Directors report that your Company has been fully compliant with the SEBI ICDR Regulations on Corporate Governance, which have been incorporated in Clause 49 of the Listing Agreement. A detailed report on this forms part of Annexure.

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

Information Under Section 134 (3) (m) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 and forming part of Directors Report for the year ended 31st March, 2014.

Research and Development, Technology Absorption and Conservation of Energy

The main focus of the Company''s Research and Development effort is on Energy Conservation, process up gradation and environmental preservation Better utility of Resources, to minimize cost & wastage. Continuous efforts are on to reduce wastage in use of Power and Fuel.

We have installed Solar Energy System in our Chennai Factory and we have developed a low cost insulated building material for use in low cost housing.

Foreign Exchange Earnings And Outgo

During the year under review, Foreign Exchange Earnings amounted to Rs. 51.26 Lakhs as against Rs.395.98 Lakhs during previous year.

The total Foreign Exchange Outgo during the year under review was Rs.504.13 Lakhs as against Rs.1 32.1 4 Lakhs during previous year.

EMPLOYEE RELATIONS

The relations between the employees and management continued to be cordial during the year.

PARTICULARS OF EMPLOYEES

None of the employees come under purview of Section 134 read with Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

ACKNOWLEDGEMENT

Your Directors gratefully acknowledge the continued support received from the Bankers, Principals/Suppliers, Customers and Employees.

For and on behalf of the Board Bharat Anumolu Managing Director Chennai S.V. Narasimha Rao May 29, 201 4 Executive Director


Mar 31, 2013

The Directors present the 76th Annual Report of the Company together with the Audited Accounts for the Financial Year ended31.03.2013.

PERFORMANCE / OPERATIONS

FINANCIAL RESULTS

(Rs. In Lakhs)

Year Ended Year Ended 31.03.2013 31.03.2012

Gross Revenue 9609.92 9643.04

Profit before Finance Cost & Depreciation 842.22 639.75

Finance Cost 156.96 125.53

Profit before Depreciation 685.26 514.22

Depreciation 179.33 163.48

Profit before tax 505.93 350.74

Profit after taxation 294.05 235.25

Surplus in Statement of Profit & Loss from Last Year 1409.46 1228.65 Appropriations

Proposed Dividend on Equitv Shares 46.83 46.83

Tax on Dividend 7.96 7.61

Surplus carried to Balance Sheet 1648.72 1409.46

REVIEW OF OPERATIONS

DIVIDEND:

The Board of Directors wishes to inform the shareholders that the Dividend at the rate of Re.l .00 (10 percent) per share is proposed to be paid as Dividend for the year ended 31st March, 201 3 to those share holders whose name appears in the Register of Members on 4th August, 201 3, subject to the approval of the shareholders in the ensuing Annual General Meeting.

A) PACKAGING PRODUCTS

Our EPS packaging products are accepted throughout various industry sectors due to our emphasis on gualityand ouradherence to production schedules. Notable customer wins in this financial year included Samsung India Pvt. Ltd., who have started procuring our product for their Sriperumbudur manufacturing location. Although our volumes are increasing, our profitability for this product line is severely impacted by the continuous increase in EPS raw material prices.

B) PREFABRICATED PANEL PRODUCTS

Our Isobuild product line was impacted due to the decrease in projects initiated by the pharmaceutical sector. We have identified other customer segments and expect our revenues from this product line to stabilize or increase by diversifying beyond the pharma sectorclientele.

We are ramping up our new product line, SteilWallz, which is marketed as a superior building system to the traditional RCC construction that is prevalent in the commercial and residential building sectors. SteilWallz is a prefabricated

building panel that can cut energy use in buildings by up to 20 per cent, and can reduce construction time by up to 50 per cent. These substantial savings are not the only benefits that builders can obtain from using SteilWallz prefabricated panels.

C) CONTRACTS & EXPORTS

Our contracting division continues to execute insulation contracts for major companies including HPCL, IOCL and others. We are striving to increase revenues in this segment by marketing across regions. The exports team has successfully won several tenders abroad and are in the process of implementing the contracts.

FIXED DEPOSITS

Fixed Deposits amounting to Rs. 1.29 Lakhs matured but were not claimed till 31st March 2013. Subsequently , Fixed Deposits totaling to Rs 0.10 Lakhs have been renewed / re- paid. Reminders have been sent to the other deposit holders for their instructions.

All Deposits / Interest accrued thereon remaining unclaimed for a period of seven years from the date they became due for payment have been credited to the Investor Fducation and Protection Fund under Section 205 C of the Companies Act, 1956.

INSURANCE

All the Properties of the Company including Buildings, Plant and Machinery and Stocks have been adequately insured.

DIRECTORS

Mr.V.Thirumal Rao, Mr.V.J.Singh, retires by rotation at this Annual General Meeting, and being eligible, offer themselves for re-appointment.

MrAmrith Anumolu was appointed as Executive Director with effect from 1st April, 2013 for a period of five years. The appointment is subject to the approval and confirmation of the shareholders in the ensuing Annual general Meeting.

AUDITORS

The Auditors, Messrs. Deloitte Haskins & Sells (DHS), retire and are eligible for re-appointment. A written certificate has been received by the Company from them that the re-appointment, if made, will be in accordance with the limits specified in Sec.224 (IB) of the Companies Act, 1956.

DIRECTORS''RESPONSIBILITY STATEMENT:

As required by Sec. 217(2AA) of the Companies Act, 1956, your Directors further report that:

I. In preparation of the Annual Accounts, applicable accounting standards have been followed along with aroperexplanation relating to material departures;

II. The Directors have selected 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 as on 31st March, 201 3 and of the Profit of the Company for financial year ended 31st March, 2013;

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

IV. The Directors have prepared the Annual Accounts on a going concern basis.

COST AUDIT

Pursuant to the Circular Dated 24th January, 2012 of the Ministry of Corporate Affairs, Your company has appointed Mr.M.Krishnaswamy, Practicing Cost Accountant, Chennai (FCMA 5944) as Cost Auditor for the year 201 2-201 3, with the consent of the Central Government, for the Audit of Cost Accounts maintained by the Company.

CORPORATE GOVERNANCE

Your Directors report that your Company has been fully compliant with the SEBI iCDR Regulations on Corporate Governance, which have been incorporated in Clause 49 of the Listing Agreement. A detailed report on this forms part of Annexure.

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

Information Under Section 21 7(1)(e) of the Companies Act, 1 956 read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1 988 and forming part of Directors Report for the year ended 31 st March 201 3.

Research and Development, Technology Absorption and Conservation of Energy

The mam focus of the Company''s research and Development effort is on Energy Conservation, process up-gradation and environmental preservation. Better utility of Resources, to minimize cost & wastage. Continuous efforts are on to reduce wastage in use of Powerand Fuel.

We have installed Solar Energy System in our Chennai Factory and we ha'' e developed a low cost insulated building material for use in low cost housing.

Foreign Exchange Earnings and Outgo

During the year under review, Foreign Exchange Earnings amounted to Rs.395.98 Lakhs as against Rs.21.43 Lakhs during previous year.

The total Foreign Exchange Outgo during the year under review was Rs.132.14 Lakhs as against Rs.889.18 Lakhs during previous year.

EMPLOYEE RELATIONS

The relations between the employees and management continued to be cordial during the year.

PARTICULARS OF EMPLOYEES

None of the employees come under purview of Section 21 7 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975.

ACKNOWLEDGMENT

Your Directors gratefully acknowledge the continued support received from the Bankers, Principals/Suppliers, Customers and Employees.

For and on behalf of the Board

Bharat Anumolu

Managing Director

Bengaluru S.V. Narasimha Rao

May 30, 2013 Executive Director


Mar 31, 2010

The Directors presentthe 73rd Annual Report of the Company together with the Audited Accounts for the Financial Year ended 31.03.2010.

PERFORMANCE / OPERATIONS

FINANCIAL RESULTS ( Rs. In Lakhs) Year Ended Year Ended 31.03.2010 31.03.2009

Gross Revenue 5811.50 5282.16

Profit before Interest & Depreciation 565.07 138.63

Interest 12.77 15.02

Profit before Depreciation 552.30 123.61

Depreciation 73.79 57.31

Profit before tax 478.51 66.30

Profit after taxation 320.03 31.00

Balance of Profit & Loss Account from Last Year 579.50 548.50

Balance Profit carried to Balance Sheet 899.53 579.50

REVIEW OF OPERATIONS INSULATION DIVISION

a) EPS

Performance of this division was satisfactory and during the year your Company has recorded substantial growth in this sector.

b) ISOBUILD PREFAB PANELS

The Division sold / installed 82658 RMT as against 93938 RMT during the previous year. Slowdown of Projects, in particular, from Pharmaceuticals, Roofing Applications, Cold Storage & Food processing industries affected the sales. We hope that the subsequent year will show better results.

c) CONTRACTING

Companys decision to reduce its exposure to AC&R segment resulted in drop in business. We are planning to enter contracting business substantially.

TRADING DIVISION

Trading Divisions performance was affected largely due to slump in textile industry and exports. We were only doing textile exports. With our past experience, we are planning to enter foreign trade in a big way which will contribute significantly to our business.

CAPITAL ISSUE

The Company is implementing a number of enhancements in its production capacity and its cash flow projections indicates that it would have to raise additional debt via Term Loans to finance the capital expenditure including working capital . To keep the burden low the Company proposes to raise capital via issue of Fully Convertible Equity Warrants upto an extent of Rs.232.00 lakhs to the Promoters on Preferential Basis. The necessary resolution under section 81(1 A) of the Companies Act, 1956 is being placed before you at the ensuing Annual General Meeting for seeking your approval.

LISTING WITH STOCK EXCHANGE

The Companys securities are listed at:

Madras Stock Exchange Ltd., 11 Second Line Beach, Chennai -600 001.

The Listing fee to the Exchange has been paid upto date.

FIXED DEPOSITS

Fixed Deposits amounting to Rs. 1.1 4 Lakhs matured but were not claimed till 31st March, 2010. Subsequently, Fixed Deposits totaling to Rs 0.23 lakhs have been repaid. Reminders have been sent to the other deposit holders for their instructions.

All Deposits / Interest accrued there on remaining unclaimed for a period of seven years from the date they became due for payment have been credited to the Investor Education and Protection Fund under Section 205 C of the Companies Act, 1956.

INSURANCE

All the Properties of the Company including Buildings, Plant and Machinery and Stocks have been adequately insured.

DIRECTORS

Mr. P Punnaiah, Director passed away on 26th February, 201 0 and the Board members and employees places on record the excellent support and guidance given by him to the Companys growth.

Mr. M. Uttam Reddi and Mr R Gowri Shanker, Directors, retire by rotation at this Annual General Meeting, and being eligible, offer themselves for re-appointment.

Mr. Amrith Anumolu and Mr V J Singh (Nominee of LIC) appointed as Additional Directors of the Company with effect from 12.08.2010.

AUDITORS

The Auditors, M/s. Deloitte Haskins & Sells (DHS), retire and are eligible for re-appointment. A written certificate has been received by the Company from them that the re-appointment, if made, will be in accordance with the limits specified in Sec.224(lB)ofthe Companies Act, 1956.

NOTE ON SUBSIDIARY COMPANY MERGER OF SUBSIDIARY COMPANY

Pursuant to order dated 23rd July, 2009 passed by the Honble High Court of Judicature at Madras in the Company Application No.988 of 2009 in Company Application No.551 of 2009, Meeting of Shareholders of BEARDSELL LIMITED was held on 9th September, 2009 at 10.00 A.M. at "Mini Hall", Sathguru Gnanananda Hall, Narada Gana Sabha, 314, T.T.K. Road, Chennai 60001 8 and the approval for merger of Viraat Granites (P) Ltd. (wholly owned subsidiary) with the Company was obtained. The report of the Chairman was filed in the Madras High Court immediately after the conclusion of the meeting.

Orders awaited from Hyderabad High Court for dissolution without winding up of the Subsidiary Company.

AUDITORS OF SUSIDIARY COMPANY

The Auditors, M/s. Deloitte Haskins & Sells (DHS), retire and are eligible for re-appointment. A written certificate has been received by the Company from them that the re-appointment, if made, will be in accordance with the limits specified in Sec.224 (1 B) of the Companies Act, 1 956.

DIRECTORS RESPONSIBILITY STATEMENT

As required by Sec. 21 7(2AA) of the Companies Act, 1 956, your Directors further report that:

I. In preparation of the annual accounts, applicable accounting standards have been followed along with proper explanation relating to material departures;

II. The Directors have selected 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 as on 31 st March, 201 0 and of the Profit of the Company for financial year ended 31st March, 2010;

III. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

IV. The Directors have prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE

Your Directors report that your Company has been fully compliant with the SEBI Guidelines on Corporate Governance, which have been incorporated in Clause 49 of the Listing Agreement. A detailed report on this forms part of Annexure.

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

Information Under Section 217(l)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1 988 and forming part of Directors Report for the year ended 31st March, 2010.

Research and Development, Technology Absorption and Conservation of Energy

The main focus of the Companys research and Development effort is on Energy Conservation, process up gradation and environmental preservation

Better utility of Resources, to minimize cost & wastage. Continuous efforts are on to reduce wastage in use of Power and Fuel.

We are trying to go in for some cutting edge technology like solar, etc.

Foreign Exchange Earnings And Outgo

During the year under review, Foreign Exchange Earnings amounted to Rs.62.88 Lakhs as against Rs.115.33 Lakhs during previous year.

The total Foreign Exchange Outgo during the year under review was Rs.422.97 Lakhs as against Rs.212.57 Lakhs during previous year.

EMPLOYEE RELATIONS

The relations between the employees and management continued to be cordial during the year.

PARTICULARS OF EMPLOYEES

None of the employees come under purview of Section 21 7 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975.

ACKNOWLEDGMENT

Your Directors gratefully acknowledge the continued support received from the Bankers, Principals/Suppliers, Customers and Employees.

For and on behalf of the Board

Bbarat Anumolu

Managing Director

Chennai V. Thirumal Rao

August 28, 2010 Director


Mar 31, 2000

The Directors have pleasure in presenting the 63rd Annual Report of the Company togetherwith the Audited Accounts for the year ended 31.03.2000.

The Balance Sheet and Report of the Subsidiary Company are annexed to this Report as required under Sec.212 of The Companies Act, 1956.

FINANCIAL RESULTS:

(Rs. in Lakhs)

Year ended Year ended 31.03.2000 31.03.1999

Gross Revenue 4108.28 3965.40

Cash Profit 77.26 50.52

Depreciation 114.41 120.16

Loss (37.15) (69.64)

Balance of Profit & Loss Account from Last year (13.77) 55.34

Dividend provision Written Back - 0.53

Balance in Profit & Loss A/c (50.92) (13.77)

DIVIDEND:

Considering the working results for the year under review, no dividend is recommended.

REVIEW OF OPERATIONS

Recession in the economy continued to affect the Companys performance all over.

INSULATION DIVISION:

This divisions performance was adversely affected due to a steep increase of 50% in Raw Material price between September 1999 and March 2000 which could not be fully passed on to customers immediately.

To improve competitiveness and reduce cost, automation of machines were extended to all factories.

In Ganga Nagar unit all the employees resigned from the services of the Company and their dues were settled.

In Thane unit due to high labour cost volumes were dropping. To overcome this, during the year under review, your Company offered Voluntary Retirement Scheme and only 10 workmen/staff opted for the scheme. Further 44 workmen were retrenched after due statutory compliance. Out of this 11 workmen have taken their terminal dues. This partial reorganisation was completed in February, 2000. Benefits of this reorganisation are likely to accrue during the current year.

ISOWALL PANELS:

During the year under review, your Company successfully completed two large cold storages at Hyderabad and Amritsar. Major enquiries are under negotiation and is likely to materialise during the current year.

MARKETING, CONSULTANCY AND EXPORT DIVISIONS:

MARKETING DIVISION:

(A) EPAD:

There was slight improvement in the working of this division. New agency taken for Vaccum Circuit Breakers is getting stabilised.

(B) CHEMICALS:

This divisions performance was affected due to larger imports and difficulties in the user segment. Credit policy of principal also affected this business. Reduction in turnover is also due to direct billing by the principal where the commission was protected.

CONSULTANCY DIVISION:

Consultancy divisions performance was satisfactory.

EXPORT DIVISION:

This divisions performance improved and efforts are being made for further progress.

FUTURE PLANS:

Sandwich panels are extensively used in cold storages & Food processing units. Technology is being sourced for food processing applications. To improve performance of marketing division, additional agency from NTC (TN & P) have been taken for certain territories. Further new agencies are under discussion.

DIRECTORS:

Mr. M. Uttam Reddi and Mr.R C. D.Nambiar Directors retire by rotation at this Annual General Meeting, and being eligible, offer themselves for re-appointment.

AUDITORS REPORT:

As regards observations of the Auditors in their report for the year under review, the Notes appended to the Accounts are self-explanatory.

AUDITORS

The Auditors, Messrs Fraser and Ross, retire and are eligible for re-appointment. A written certificate has been received by the Company from them to this effect that the re-appointment, if made, will be in accordance with the limits specified in Sec.224(1 B) of The Companies Act, 1956.

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

As required under Sec.21 7(1)(e) of the Companies Act, 1956, read with Rule 2 of The Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, the particulars relating to conservation of energy, technology absorption and foreign exchange earnings and outgo wherever applicable are annexed.

PARTICULARS OF EMPLOYEES

None of the employees comes under purview of section 217(2A) of The Companies Act, 1956 read with Companies ( Particulars of Employees ) Rules 1975.

EMPLOYEE RELATIONS

The employee relations were cordial during the year under review except in Thane unit where 33 retrenched workers have represented in labour court.

NON-CONVERTIBLE DEBENTURES

The funds raised by private placement of Secured Redeemable Non-convertible debentures amounting to Rs.75.00 lakhs have been utilised only towards Working Captial and have not been diverted for any other purpose. The debentures were fully redeemed during the year under review.

FIXED DEPOSITS

Fixed deposits amounting to Rs.6.91 lakhs matured but were not claimed till 31st March, 2000. Subsequently, Fixed Deposits totalling to Rs.3.95 lakhs have been renewed/repaid. Reminders have been sent to the other deposit holders for their instructions.

LISTING WITH STOCK EXCHANGE

The Companys securities are listed at: Madras Stock Exchange Ltd., 11, Second Line Beach, Chennai - 600 001. The Listing fees to the Exchange has been paid upto date.

ACKNOWLEDGEMENT

Your Directors gratefully acknowledge the continued support received from the Financial Institutions, Bankers, Principals/Suppliers, Customers and Employees.

For and on behalf of the Board

R PUNNAIAH Chairman and Managing Director.

M. UTTAM REDDI Director.

Chennai

23rd August 2000.

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