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Directors Report of Cimmco Ltd.

Mar 31, 2015

The Directors present the 70th Annual Report, together with the audited accounts of the Company for the financial year ended March 31, 2015.

Financial Results

The performance of your Company during the financial year ended the 31st March, 2015 was as follows.

(Rs. in lacs)

Particulars Year ended Year ended 31.03.2015 31.03.2014

Turnover 3,421.72 13,236.27

Profit/(Loss) before Extra-ordinary Items &Tax (1,473.65) 450.64

Less/Add: Exceptional Items 1,069.91 1,250.00

(Loss) before Taxation (2,543.56) (799.36)

Tax Expense including Deferred Tax 34.41 439.34

(Loss) after Taxation (2,577.97) (1,238.70)

(Loss) brought forward from previous year (3,831.42) (2,592.72)

(Loss) carried to Balance Sheet (6,496.49) (3,831.42)

Reserves & Surplus 11,029.44 13,694.51

Earnings per Share (Rs.) (12.79) (6.15)

Company's Performance

Your Company's financial performance was affected adversely due to non-remunerative order for wagons procurement placed by the Indian Railways resulting in loss of Rs.549.28 lacs incurred during the financial year ended the 31 st March, 2015.

In the last tender opened for wagons procurement by the Indian Railways prices offered were even lower than the cost of materials making the contract entirely a loss making proposition and hence your Company had no option but to decline the order. This situation appears to have arisen out of predatory pricing resorted to by some of the Wagon manufacturers who have quoted absurdly low prices. Marketing efforts have been stepped up for securing orders for wagons from private sector customers.

As part of your Company's endeavor to mitigate the risk of predominant dependence on business from Indian Railways, a joint venture has been entered into with two group companies for manufacture of tractors/agriculture implements at Bhagalpur plant which is under implementation while development of other products within the core competencies of your Company is receiving consistently focused attention. Active efforts are also being made to pursue orders for custom designed wagons from private sector customers.

Further, your Company has been issued Industrial License by the Government of India for manufacture of various products for defense sector of the country and steps are being taken in this direction.

With uncertainty in wagons procurement by the Indian Railways persisting, the outlook for the current year is cautious.

OVERALL REVIEW

The overall performance of the Company during the financial year ended the 31st March, 2015 declined due to non-remunerative contract from the Indian Railways.

BUSINESS SEGMENT

Wagons

a) Industry Outlook: Wagons industry is beset with irregular and detrimental Wagons procurement orders by Indian Railways compounded by predatory pricing being resorted to by some of the wagon manufacturers. Though the Government of India has announced various steps viz. focus on safety and environment protection through Green initiatives, strengthening of Railway Tariff Regulatory Authority etc. to improve the infrastructure of Indian Railways, however, procurement policy has to improve to provide the much needed impetus to the industry.

b) Opportunities: Rail is expected to be the preferred mode of movement of cargo being an effective and more economical mode of carrying goods across the country. The Government's plans to expand the railway network and the project of dedicated freight corridors if implemented in right earnest, Wagon industry offers substantial opportunity which can be seized particularly by the established units to fullest extent.

c) Challenges: Uncertainty in timely placement of wagons procurement orders by Indian Railways and availability of funds coupled with the stressed margins due to unhealthy competition in the industry besides rising cost of inputs are major challenges for Wagon Industry in India. The dependence on one customer i.e. Indian Railways is a serious concern in as much as any change in the Government policy stands to directly impact the industry.

d) Segment Review and Analysis:

Unit March31,2015 March31,2014 %Change

Production of Wagons No. 187 644 (70.96)

Sales No 141 652 (78.37)

Average Realisation Rs. Lacs /No. 16.07 16.041 0.18

Review of operations: Performance of the Wagons segment has been affected adversely due to unremunerative contract placed by the Indian Railways for substantially lower quantity during the year under review.

e) Uncertainty persists with regard to placement of wagons procurement order by the Indian Railways even as development of markets for other products takes substantial time and hence the outlook for current fiscal is cautious.

Dividend

In view of the loss sustained, the Directors do not recommend any dividend for the year under review.

Risks and Concerns

The Company has laid down a risk management mechanism which is reviewed periodically. A Risk Management Policy to identify and assess the key risk areas, monitor mitigation measures and report compliance has been adopted. Based on the review, the following key risks have been identified:

Dependence on the Indian Railways

The Company is engaged in the business of manufacturing wagons which is entirely dependent upon the policies of Indian Railways and any change in the policies whether positive or negative directly impacts the business of the Company.

Increase in the cost of raw materials and other inputs

(i) The major raw materials required by the Company include steel, specialized components including bogies, coupler sets, air brakes etc. which are exposed to volatility in prices and availability in required specifications.

(ii) Steel based raw materials being the principal inputs in manufacturing wagons and heavy engineering equipment, cost of finished goods totally depends on the prices of steel prevalent in both National and International markets which are highly volatile and cyclical in nature. However the risk is mitigated to some extent as the most of the contracts have price variation clause.

Risk of performance guarantee, product warranty and liquidated damages

The contracts involve performance guarantee based on contract value and warranty periods within which if any defect is detected in the products, the Company may have to incur expenditure for correcting the defects or even replacing the products. Delay in scheduled delivery may attract liquidated damages.

Subsidiary Companies

There is no subsidiary of your Company.

Extract of Annual Return

The details forming part of the extract of the annual return in the Form MGT-9 is annexed and marked as Annexure DR-1.

Number of Board Meetings

The Board of Directors met eight (8) times during the financial year ended 31 st March, 2015 as per the details provided in the Corporate Governance Report forming part of the Annual Report.

Authorized Capital and Issue of Preference Shares

In June, 2014 your Company's authorized capital has been reclassified and then increased from Rs.50 crore of equity to Rs.50 crore of Preference Shares and Rs.25 crore of equity divided into 2,50,00,000 equity shares and 5,00,00,000 preference shares of Rs.10/- each to facilitate issue and allotment of 8% Non Convertible Non Cumulative Preference Shares of Rs.10/- each aggregating Rs.40 crore to the promoter group entities.

Loans, Guarantees and Investments

Particulars of loans, guarantees and investments made by the Company pursuant to the Section 186 of the Act are furnished under notes to financial statements.

Significant and material orders

There were not material/significant orders passed by any regulator, tribunal impacting the going concern status and the Company's operations in future.

Composition of Audit Committee

The Board has constituted the Audit Committee comprising Shri J K Shukla as the Chairman, Shri Anil Kumar Agarwal and Shri K S B Sanyal as the members and the details are provided in the Corporate Governance Report annexed. Shri D N Davar has resigned from the Board of the Company w.e.f. 13th February, 2015 and may attend the Audit Committee Meeting as Special Invitee.

Related Party Transactions

All Related Party Transactions (RPTs) are entered in compliance with the applicable laws and also in accordance with the policy on the subject adopted by the Board. Audit Committee reviews and approves all the RPTs as stipulated by the Listing Agreement and based thereon final approval of the Board obtained. RPTs as approved by the Board during the financial year 2015 are furnished in the form AOC 2 annexed hereto and marked as Annexure DR-2.

Corporate Governance Report

The Company has complied with the corporate governance requirements under the Act and Listing Agreement. A separate section on corporate governance under Listing Agreement along with a certificate from a company secretary in practice confirming the compliance, is annexed to and forms part of the Annual Report.

Internal Control System

The Company has system of internal controls and necessary checks and balances which are being strengthened so as to ensure

a. that its assets are safeguarded

b. that transactions are authorized, recorded and reported properly; and

c. that the accounting records are properly maintained and its financial statements are reliable.

The Company has appointed external firm of Chartered Accountants to conduct internal audit whose periodic reports are reviewed by the Audit Committee and management for bringing about desired improvement wherever necessary.

Vigil Mechanism

A fraud free and corruption free environment as part of work culture of the Company cannot be over emphasized and with that objective a Vigil Mechanism policy has been adopted by the Board and is uploaded on the web site of the Company at www.cimmco.in. No complaint of this nature was received by the Audit Committee during the year.

Internal Complaints Committee

As per the requirement of Section 4 of The Sexual Harassment of Women At Workplace (Prevention, Prohibition and Redressal) Act,

2013 an Internal Complaints Committee has been formed by the Company, the details of which are given in the Corporate Governance Report. No complaint has been lodged with the Committee during the year.

Directors

Cessation

Shri D N Davar, Independent Director resigned from the Board w.e.f. 13th February, 2015.

Retirement by rotation

Shri Umesh Chowdhary, Vice-Chairman & Managing Director retires by rotation pursuant to the provisions of Section 152 of the Act and is eligible for re-appointment.

Appointment

Shri R N Tiwari's term as Director (Works) ended on 25th February, 201 S.The Board at its meeting held on February 13,2015 has subject to approval of the shareholders reappointed him for two years w.e.f. February 25,2015 at the remuneration approved by the Nomination and Remuneration Committee.

Shri Nandan Bhattacharya is proposed to be appointed as an Independent Director in accordance with the provisions of Sections 149 and 152 of the Act read with the rules made there under and the Clause 49 of the Listing Agreement with the Stock Exchanges concerned. He was appointed as an Additional Director w.e.f. February 28,2015.

Smt. Vinita Bajoria is proposed to be appointed as Non-Executive Director in accordance with the provisions of Section 152 of the Companies Act, 2013 read with the rules made there under and the Clause 49 of the Listing Agreement with the Stock Exchanges concerned. She was appointed as an Additional Director w.e.f. 11th September, 2014 in conformity with the Clause 49 stipulating appointment of woman director.

The information prescribed by Clause 49 of the Listing Agreement in respect of the above said Directors is given in the Notice of Annual General Meeting.

Evaluation of the Board's performance. Committee and Individual Directors

In compliance with the Act and Clause 49 of the Listing Agreement, the performance evaluation of the Board, Committees and Individual Directors was carried out during the year under review as per the details given in Corporate Governance Report.

Declaration by Independent Directors

Declarations pursuant to the Sections 164 and 149(6) of the Act and

Listing Agreement and affirmation of compliance with the Code of Conduct as well as the Code for Regulation of Insider Trading adopted by the Board, by all the Independent Directors of the Company have been made.

Remuneration Policy and remuneration

A policy approved by the Nomination and Remuneration Committee and the Board is followed by the Company on remuneration of Directors and Senior Management Employees, as per the details provided in the Corporate Governance Report.

Particulars of Remuneration of Directors/KMP/Employees

The disclosure stipulated by Section 197(12) of the Companies Act,

2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not applicable.

Disclosure 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 is annexed and marked as Annexure DR-3.

Directors ,Responsibility Statement

The Directors state that:

- Appropriate Accounting Standards as are applicable to the Annual Statement of Accounts for the financial year ended March 31, 2015 have been followed in preparation of the said accounts and there were no material departures there from requiring any explanation;

- The Directors have selected and followed the accounting policies as described in the Notes on Accounts and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of financial year and of the profit and loss statement of the Company for that period;

- Proper and sufficient care has been taken for maintaining adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

- The Annual Accounts have been prepared on a going concern basis; and

- The Directors have laid down Internal Financial Controls (IFC) to be followed by the Company and that such IFC are adequate and operating effectively.

Statutory Auditors

Messrs S R Batliboi & Co. LLP, Chartered Accountants, Auditors of the Company were appointed at the 69th AGM until the conclusion of 71st AGM subject to ratification of their appointment at the AGM every year and the Board recommends the same.

As regards the qualified opinion expressed by the Statutory Auditors, the Note 12.2 in the relevant notes on the financial statement (the Notes) is self explanatory requiring no further specific response from the Directors at this stage. The Company with its persistently diligent efforts is reasonably confident of recovering the entire amount receivable and address the issue in due course.

Cost Auditors

Messrs D. Radhakrishnan & Co., Cost Accountants have been re- appointed as Cost Auditors to conduct cost audit of the accounts maintained by the Company in respect of the products manufactured by the Company, for the Financial Year 2015-16 subject to ratification of their remuneration by the shareholders in accordance with the provisions of Section 148 of the Companies Act, 2013 and the Companies (Cost Records and Audit) Rules, 2014. The Cost Audit Report for the financial year ended 31st March, 2014 has been filed as stipulated by the applicable provisions of law.

Secretarial Auditor

Secretarial Audit has been conducted by Messrs M Rathi & Co, Practicing Company Secretaries appointed by the Board and their report is annexed hereto and marked as Annexure DR-4.

Fixed Deposits

The Company did not accept any deposits during the financial year ended March 31, 2015.

Personnel Human Resources

A. Empowering the employees

The Company considers its organizational structure to be evolving consistently over time while continuing with its efforts to follow good HRpractices. Adequate efforts of the staff and management personnel are directed on imparting continuous training to improve the management practices.

B. Industrial Relations

Industrial relations at all sites of the Company remained cordial.

C. No. of Employees:

Manpower employed as at March 31, 2015 was 146

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

A statement pursuant to Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 on conservation of energy, technology absorption, foreign exchange earnings and outgo is annexed to and marked as Annexure DR-5.

Listing with Stock Exchanges

The equity shares of the Company are listed at The National Stock Exchange of India Limited (NSE),The Bombay Stock Exchange Limited (BSE), The Delhi Stock Exchange Limited (DSE),The Calcutta Stock Exchange Limited (CSE) and The Madhya Pradesh Stock Exchange Limited (MPSE) and Listing fees for the financial year ending the 31 st March, 2016 have been duly paid.

Discussion on Financial Performance with respect to Operational Performance

To mitigate the risk factors referred to hereinabove impacting the operations, better manufacturing processes, improved productivity and focus on optimization of resource deployment are undertaken for a reasonable performance, viewed in the backdrop of the trends witnessed in the industries in which the Company operates.

Corporate Social Responsibility

Your Company continues its endeavors to contribute suitably to the society by being involved in a series of Community Welfare Programs, directly or through philanthropic organizations. Bharatpur plant is located close to the Bharatpur Bird Sanctuary amidst vast green area and all care is taken to preserve the environment to allow the nature's expanse to remain green and grow healthily.

Forward Looking Statement

The statements in this report describing the Company's policy, strategy, projections, estimation and expectations may appear forward looking statements within the meaning of applicable securities laws or regulations. These statements are based on certain assumptions and expectations of future events and the actual results could materially differ from those expressly mentioned in this Report or implied for various factors including those mentioned in the paragraph "Risks and Concerns" herein above and subsequent developments, information or events.

Acknowledgements

Your Directors wish to place on record their appreciation for the cooperation and support of the Banks and Governments of Rajasthan, Madhya Pradesh and Delhi, local administration (West Bengal)/other Government Departments; for contribution of the employees of the Company and all other stakeholders.

On behalf of the Board

Place :Kolkata J. P. Chowdhary

Date: August 12,2015 Executive Chairmen


Mar 31, 2014

Dear Members,

The Directors present the 69th Annual Report, together with the audited accounts of the Company for the financial year ended March 31, 2014.

Financial Results

The performance of your Company during the financial year ended the 31st March, 2014 was as follows.

(Rs. in lacs) Particulars Year ended Year ended 31.03.2014 31.03.2013

Turnover 13,236.27 10,276.19

Profit/(Loss) before Extra-ordinary 450.64 (1,195.25) Items &Tax

Less/Add: Exceptional Items 1,250.00 (235.95)

(Loss) before Taxation (799.36) (959.30)

Deferred Tax Assets Reversed/Charge 439.34 40.97

(Loss) after Taxation (1,238.70) (1,000.27)

(Loss) brought forward from previous year (2,592.72) (1,592.45)

(Loss) carried to Balance Sheet (3,831.42) (2,592.72)

Reserves & Surplus 13,694.51 15,046.76

Earnings per Share (Rs.) (6.15) (4.96)

Dividend

In view of the loss sustained, the Directors do not recommend any dividend for the year under review.

Review of Operations and Future Outlook

During the financial year ended the 31st March, 2014 Wagon production at 644 Wagons was higher by about 21 % as compared to 532 units and sales volume of 652 against 524 in the previous financial year was up by about 24%. Revenue from operations at Rs.10,456.24 lacs during the fiscal under review increased by about 12% as compared to Rs.9301.61 lacs in the FY 2012-13. However, your Company requires substantially larger quantity of wagons procurement order than that placed by the Indian Railways during the financial year ended March 31, 2014 to achieve reasonably sustainable financial results. Exceptional item of Rs.1250 lacs representing the settlement of all dues of an institution which participated as the then largest secured lender in the Scheme of Rehabilitation of the Company, charged to Profit before tax of Rs.450.64 lacs for the FY 2013-14 resulted in loss before tax of Rs.799.36 lacs.

As part of your Company''s endeavor to mitigate the risk of predominant dependence on business from Indian Railways, a joint

venture has been entered into with two group companies for manufacture of tractors/agriculture implements at Bharatpur plant which is under implementation while development of other products within the core competencies of your Company is receiving consistently focused attention.

With uncertainty in wagons procurement by the Indian Railways persisting, the outlook for the current year is cautious.

Authorised Capital and Issue of Preference Shares

In June, 2014 your Company''s authorised capital has been reclassified and then increased from Rs.50 crore of equity to Rs.50 crore of Preference Shares and Rs.25 crore of equity divided into 2,50,00,000 equity shares and 5,00,00,000 preference shares of Rs.10/- each to facilitate issue and allotment of 8% Non Convertible Non Cumulative Preference Shares of Rs.10/- each aggregating Rs.40 crore to the promoter group entities.

Consequent to conversion of securities held by Titagarh Wagons Limited (TWL) in the Company''s holding company: Cimco Equity Holdings Private Limited, your Company has become a step down subsidiary of TWL on and from April 15, 2014.

Management Discussion and Analysis

The Management Discussion and Analysis Report as stipulated under Clause 49 of the Listing Agreement with Stock Exchanges, forming part of Directors'' Report for the year under review, is given in a separate section of this Annual Report.

Directors

Shri Anil Kumar Agarwal and Shri J. K. Shukla, Directors retire by rotation pursuant to the provisions of the Companies Act, 2013 (''the Act'') and are eligible for reappointment. Messrs J K Shukla, K S B Sanyal, M J Z Mowla and G B Rao are proposed to be reappointed as Independent Directors at the ensuing Annual General Meeting (AGM) in accordance with the provisions of Sections 149 and 152 of the Act read with the rules made thereunder and the Clause 49 of the Listing Agreement with the Stock Exchanges concerned.

The information prescribed by Clause 49 of the Listing Agreement in respect of the above said Directors is given in the Notice of AGM.

Directors''Responsibility Statement

Pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956, your Directors confirm that:

(a) in preparation of the annual accounts for the financial year ended March 31,2014 the applicable accounting standards have been followed and proper explanations relating to material departures, if any, have been provided;

(b) the accounting policies selected and applied are consistent and the judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year, and of the Loss of the Company for that period;

(c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;

(d) the annual accounts have been prepared on a going concern basis.

Statutory Auditors & Auditor''s Report

Messrs S R Batliboi & Co. LLP, Chartered Accountants, Auditors of the Company retire at the conclusion of ensuing 69th AGM and willing to continue, they have issued a certificate about their eligibility for reappointment until the conclusion of 71st AGM pursuant to the provisions of Section 139 of the Companies Act, 2013.

As regards the qualified opinion expressed by the Statutory Auditors, the Note 13.2 in the relevant notes on the financial statement (the Notes) is self explanatory requiring no further specific response from the Directors at this stage.The Company with its persistently diligent efforts is reasonably confident of recovering the entire amount receivable and address the issue in due course. The observation in the Annexure to the Auditor''s Report regarding the Company''s accumulated losses and cash losses has since been redressed by infusion of funds by the promoters through subscription to the capital of your Company (the Note 35 in the Notes).

Cost Auditors

Messrs D. Radhakrishnan & Co., Cost Accountants have been re- appointed as Cost Auditors to conduct cost audit of the accounts maintained by the Company in respect of the products manufactured by the Company, for the Financial Year 2014-15 subject to ratification of their remuneration by the shareholders in accordance with the provisions of Section 148 of the Companies Act, 2013 and the Companies (Cost Records and Audit) Rules, 2014. The Cost Audit Report for the financial year ended 31 st March, 2013 have been filed as stipulated by the applicable provisions of law.

Public Deposits

During the year under review, no public deposits were accepted by the Company.

Corporate Governance

A separate section on Corporate Governance as prescribed under Clause49of the Listing Agreement along with the Certificate obtained from a Practising Company Secretary regarding compliance with conditions of Corporate Governance is included in the Annual Report.

Listing with Stock Exchanges

The equity shares of the Company are listed at The National Stock Exchange of India Limited (NSE),The Bombay Stock Exchange Limited (BSE), The Delhi Stock Exchange Limited (DSE),The Calcutta Stock Exchange Limited (CSE) and The Madhya Pradesh Stock Exchange Limited (MPSE) and Listing fees for the financial year ending the 31 st March, 2015 have been duly paid.

Disclosures

1. Under Section 217(2A) of the Companies Act, 1956readwith the Companies (Particulars of Employees) Amendment Rules, 2011, as amended

Particulars of employee(s) drawing remuneration to the extent applicable as per the aforesaid Section are disclosed in the Annexure A to this Report.

2. Under Section 217(1)(e) of the Companies Act, 1956readwith theCompanies(DisclosureofParticularsintheReportofBoard of Directors) Rules, 1988, as amended

The disclosure required under the aforesaid provision has been attached separately and marked as Annexure B to this Directors'' Report and forms part of this Report.

Corporate Social Responsibility

Your Company continues its endeavors to contribute suitably to the society by being involved in a series of Community Welfare Programs, directly or through philanthropic organizations. Bharatpur plant is located close to the Bharatpur Bird Sanctuary amidst vast green area and all care is taken to preserve the environment to allow the nature''s expanse to remain green and grow healthily.

Acknowledgements

Your Directors wish to place on record their appreciation for the cooperation and support of the Banks and Governments of Rajasthan, Madhya Pradesh and Delhi, local administration (West Bengal)/other Government Departments; for contribution of the employees of the Company and all other stakeholders.

On behalf of the Board Place :Kolkata J. P. Chowdhary Date: August 7,2014 Executive Chairmen


Mar 31, 2013

The Directors present the 68th Annual Report, together with the audited accounts of the Company for the financial year ended March 31, 2013.

Financial Results

The performance of the Company was adversely affected mainly due to non receipt of regular order for procurement of Wagons by Indian Railway during the financial year ended the 31 st March, 2013.

(Rs. in lacs)

Particulars Year ended Year ended 31.03.2013 31.03.2012

Turnover 10,276.19 23,651.30

(Loss)/Profit before Extra-ordinary Items & Tax (1,195.25) 3,279.09

Add/(Less): Exceptional Items (235.95) 2,475.99

(Loss)/Profit before Taxation (959.30) 803.10

Add/(Less): Deferred Tax Credits/(Charge) 40.97 (384.47)

(Loss)/Profit after Taxation (1,000.27) 418.63

Loss brought forward from previous year (1,592.45) (2,011.08)

Loss carried to Balance Sheet (2,592.72) (1,592.45)

Reserves & Surplus 15,046.76 16,160.58

Earnings per Share (Rs.) (4.96) 2.08

Dividend

In view of the loss sustained, your Directors do not recommend any dividend for the year under review.

Review of Operations and Future Outlook

As against the order for 1760 Wagons placed by Indian Railway (IR) during FY 2011 -12, IR, contrary to the directions of the Board for Industrial & Financial Reconstruction (BIFR) placed order for 353 Wagons only during the year under review. Subsequently, order for 354 Wagons was released during the FY 2012-13 as a part of the optional procurement program against the order for previous financial year.

When the requests of your Company to reconsider were not acceded by IR, your Company moved BIFR and finally the matter went to the Hon''ble Supreme Court, where the decision went in your Company''s favour. Following it, IR has recently placed an order of 514 Wagons; however, without the option to procure 30% quantity, which aspect as well is being pursued by your Company.

During the year, your Company produced 532 Wagons and dispatched 524 units against 1299 and 1302 units in the previous financial year i.e. a decline of 59.04% and 59.75% respectively.

Revenue at Rs. 9,018 lacs from sale of Wagons for FY 2012-13 vis-a- vis Rs. 21,010 lacs in the FY 2011 -12 was down by 57.08% affecting sustainability of your Company operations achieved in the last 2-3 years.

Your Company is focused on realizing the potential of other products viz. Cement Plant Equipment, Hydro Mechanical Equipment, Pressure Vessel Equipment for which the facilities at Bharatpur are adequate; these could also enable undertaking manufacture of heavy earth moving and mining equipments which is contemplated subject to the applicable approvals in this regard.

The outlook for current year is cautious as the performance of your Company would depend on inter-alia placing by IR of the order for optional 30% quantity which is being pursued effectively even as execution of the order in hand has been taken up in right earnest and focus on securing of orders for the products in other segments is being maintained.

Management Discussion and Analysis

The Management Discussion and Analysis Report as stipulated under Clause 49 of the Listing Agreement with Stock Exchanges, forming part of Directors'' Report for the year under review, is given in a separate section of this Annual Report.

Directors

Shri D N Davar and Shri R M Agarwal, Directors retire by rotation and being eligible, offer themselves for re-appointment at the ensuing AGM. Shri R K Goel appointed as Additional Director by the Board w.e.f. 15th September, 2012 resigned on the 30th January, 2013.

Shri R N Tiwari inducted as Additional Director and appointed Director (Works) w.e.f. the 25th February, 2013 holds office upto the date of ensuing Annual General Meeting (AGM) and is eligible for appointment. Notice pursuant to Section 257 proposing the candidature of Shri Tiwari has been received from a member of the Company for such appointment.

Directors''Responsibility Statement

Pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956, your Directors confirm that:

(a) in preparation of the annual accounts for the financial year ended March 31,2013 the applicable accounting standards have been followed and proper explanations relating to material departures, if any, have been provided;

(b) the accounting policies selected and applied are consistent and the judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year, and of the Loss of the Company for that period;

(c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;

(d) the annual accounts have been prepared on a going concern basis.

Auditors and Auditor''s Report

Messrs S. R. Batliboi & Co. LLP, Chartered Accountants, Auditors of the Company retire at the conclusion of ensuing Annual General Meeting and willing to continue, they have submitted the certificate pursuant to Section 224(1 B) of the Companies Act, 1956 about their eligibility for reappointment.

As regards the qualified opinion in Auditor''s Report, in addition to Notes No. 11, 13.2 & 33 being self explanatory and requiring no further clarification from the Directors at this stage, a gist of management response is as follows:

(i) Demand made by ARCIL against the Company was not in consonance with the understanding i. e. the alleged amount will stand repaid upon invocation of the pledge of shares being the exclusive security in its favour and therefore, the Company denied such additional demand and thus no provision has been considered necessary. Subsequently in an application filed by ARCIL before the BIFR on the subject it has been held that ARCIL''s prayers are not maintainable.

(ii) The amount comprised of three separate claims has been considered good of recovery based on the facts of the each matter and progress witnessed therein including the ruling of the apex court having a direct (positive) bearing on the grounds taken in one of the proceedings filed by the Company.

Whereas arbitration has resumed in one of the matters, a part of the amount has already been received against guarantee given in compliance with the Hon''ble High Court''s order in favour of the Company in the other matter. Therefore, the management is pursuing the proceedings and is hopeful of recovering the said amounts.

(iii) Order for Wagons procurement having been placed by the customer, the Company has taken steps to execute the same in right earnest and is virtually certain of earning reasonable taxable profit to claim entire Deferred Tax Asset in near future.

Cost Auditors

Pursuant to the recent order by Government of India, audit has become applicable to your Company. Messrs. D. Radhakrishnan & Co., Cost Accountants were appointed as Cost Auditors to conduct cost audit for the Financial Year 2013-14,The Certificate of Compliance in respect of maintenance of cost records for the financial year 31 st March, 2013 would be filed with the authority concerned within the time stipulated by law.

Public Deposits

During the year under review, no public deposits had been accepted by the Company.

Corporate Governance

A separate section on Corporate Governance as prescribed under Clause 49 of the Listing Agreement along with the Certificate obtained from a Practising Company Secretary regarding compliance with conditions of Corporate Governance is included in the Annual Report.

Listing with Stock Exchanges

The equity shares of the Company are listed at The National Stock Exchange of India Limited (NSE), The Bombay Stock Exchange Limited (BSE), The Delhi Stock Exchange Limited (DSE), The Calcutta Stock Exchange Limited (CSE) and The Madhya Pradesh Stock Exchange Limited (MPSE) and Listing fees for the financial year ending the 31 st March, 2014 have been duly paid.

Disclosures

1. Under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Amendment Rules, 2011, as amended

Particulars of employee(s) drawing remuneration to the extent applicable as per the aforesaid Section are disclosed in the Annexure A to this Report.

2. Under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, as amended

The disclosure required under the aforesaid provision has been attached separately and marked as Annexure B to this Directors'' Report and forms part of this Report.

Corporate Social Responsibility

Your Company''s endeavors to contribute suitably to the society by being involved in a series of Community Welfare Programs, directly or through philanthropic organizations would continue. Bharatpur plant is located close to the Bharatpur Bird Sanctuary amidst vast green area and all care is taken to preserve the environment to allow the nature''s expanse to remain green and grow healthily.

Acknowledgements

Your Directors wish to place on record their appreciation of the cooperation and support of the secured lenders viz. ICICI Bank and Syndicate Bank and Governments of Rajasthan, Madhya Pradesh and Delhi, local administration (West BengaD/other Government Departments; for contribution of the employees of the Company and all other stakeholders.

On behalf of the Board Place :Kolkata J. P. Chowdhary

Date: May 20,2013 Executive Chairman


Mar 31, 2012

The Directors present the 67th Annual Report, together with the audited accounts of the Company for the financial year ended March 31, 2012. Financial Results

The performance of the Company has been satisfactory during the financial year ended the 31st March, 2012.

(Rs. in lacs)

Particulars Year ended Year ended 31.03.2012 31.03.2011 (12 Months) (9 Months)

Turnover 23,651.30 11,782.02

Profit/(Loss) before Extra-ordinary Items &Tax 3,279.09 1,002.96

Less: Exceptional Items 2,475.99 635.95

Profit before Taxation 803.10 367.01

Add/(Less):Deferred Tax Credits/(Charge) (384.47) 726.70

Less :Wealth Tax& Fringe Benefit Tax - 1.22

Profit after Taxation 418.63 1,093.71

Loss brought forward from previous period 2,011.08 3,104.79

Loss carried to Balance Sheet 1,592.45 2,011.08

Reserves & Surplus 16,160.58 15,855.50

Earnings per Share (Rs.) 2.08 5.43

As the previous financial year comprised of nine months, performance For the financial year ended the 31st March,2012is not comparable with that of the preceding financial year. Adjustment of exceptional items against the Profit before Tax has resulted in lower Profit after Taxation, despite improvement in revenue and top line for the financial year under review.

Dividend

In the absence of adequate profit available for appropriation and accumulated loss being carried forward, your Directors do not recommend any dividend for the year under review.

Review of Operations and Future Outlook

During the year ended the 31st March, 2012 your Company successfully executed the order for Wagons secured from the Indian Railways and produced 1299 and sold 1302 wagons from its plant at Bharatpur.

Facilities of your Company have been streamlined for operational efficiency and are capable of manufacturing large volume of rolling stock. However, order for the number of Wagons entitled to be allocated to the Company is yet to be released by the Indian Railways (IR).The execution of first tranche of the quantity ordered by IR as per its decision based on a change in complete reversal of its stand in non-compliance with the Order passed by the Hon'ble Board for Industrial & Financial Reconstruction (BIFR), has been progressing as per schedule. Your Company's facilities at Bharat pure real so equipped to manufacture various products viz. Cement/Mineral Plant Equipment, Hydro Mechanical Equipment, Pressure Vessel Equipment and orders for the said verticals are being aggressively pursued. Overall the outlook for current year is cautiously optimistic.

Management Discussion and Analysis

The Management Discussion and Analysis Report as stipulated under Clause 49 of the Listing Agreement with Stock Exchanges, forming part of Directors' Report for the year under review, is given in a separate section of this Annual Report.

Directors

Shri J K Shukla and Dr. G B Rao, Directors retire by rotation and being eligible, offer themselves for re-appointment at the ensuing AGM. Shri Manoj Jha inducted as an Additional Director was appointed as Managing Directorw.e.f.the24th March,2012.ShriMJZMowla and Shri K S B Sanyal appointed as Additional Directors by the Board w.e.f. 8th November, 2011 and 24th March, 2012 respectively, hold office up to the dateof ensuing Annual General Meeting and in accordance with Section 260 of the Act are eligible for appointment. Notice(s) pursuant to Section 257 proposing the candidature of the Directors named hereinabove have been received from the members of the Company proposing their appointment.

During the year under review, the term of Shri J P Gupta as Executive Director ended on the 31st July, 2011 and he continued as a Non Executive Director till the 5th December, 2011 before retiring at the last Annual General Meeting held on the said date. Shri Jamil Ashraf, Shri Ravi Kumar, Directors and Dr. Vinay Mohan, Director (Corporate Affairs) & Officiating CFO resigned from the Board w.e.f. the 17th October, 2011, 5th December, 2011 and the 31st March, 2012 respectively. Shri Manoj Jha's resignation from the office of Director & Managing Director has been accepted w.e.f. 30.07.2012.

Directors' Responsibility Statement

Pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956, your Directors confirm that:

(a) in preparation of the annual accounts for the financial year ended March 31, 2012 the applicable accounting standards have been followed and proper explanations relating to material departures, if any, have been provided;

(b) the accounting policies selected and applied are consistent and the judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year, and of the Profit of the Company for that period;

(c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;

(d) the annual accounts have been prepared on a going concern basis. Auditors:

Statutory Auditors

The Statutory Auditors of the Company, M/s. S. R. Batliboi & Co., Chartered Accountants, retire at the conclusion of the forthcoming Annual General Meeting and are eligible for re-appointment. The Audit Committee and Board recommend the reappointment of M/s. S. R. Batliboi & Co., Chartered Accountants as Statutory Auditors of your Company. They have intimated their willingness to continue and submitted the certificate pursuant to Section 224(1B) of the Companies Act,1956 about their eligibility for reappointment.

Cost Auditors

Pursuant to the provisions of Sections 224,226 & 233B of the Companies Act, 1956 and read with the Order No F. No 52/26/CAB/2010 dated 24.01.2012 issued by Cost Audit Branch, Ministry of Company Affairs, Government of Company classified under industry head Engineering Machinery, M/s Sinha Chaudhuri & Associates, Cost Accountants, were appointed as Cost Auditors of the Company for the Financial Year ended 31th March, 2013.

Auditors' Report

Notes 13.2A and 32 when read together with the relevant notes on accounts and accounting policies are self explanatory. The observation of Statutory Auditors regarding no internal audit having been carried out has been addressed by the management and the outgoing Internal Auditors have completed their report. M/s. L B Jha & Co., Chartered Accountants have been appointed as Internal Auditors of the Company to strengthen and stream line the internal audit system.

Public Deposits

During the year under review, no public deposits were accepted by the Company.

Promoter Group

In accordance with the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997, details of Promoters, Promoter Group and its constituents are disclosed in a statement annexed to this Report. None of the Promoters have pledged any Shares held by them in the Company.

Corporate Governance

A separate section on Corporate Governance as prescribed under Clause 49 of the Listing Agreement along with the Certificate obtained from a Practicing Company Secretary regarding compliance with conditions of Corporate Governance is in cluded in the Annual Report.

Listing with Stock Exchanges

The equity shares of the Company are listed at The National Stock Exchange of India Limited (NSE), The Bombay Stock Exchange Limited (BSE), The Delhi Stock Exchange Limited (DSE), The Calcutta Stock Exchange Limited (CSE) and The Madhya Pradesh Stock Exchange Limited (MPSE) and Listing fees for the financial year ending the 31st March, 2013 have also been duly paid.

Disclosures

1. Under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Amendment Rules, 2011, as amended:

Particulars of employee(s) drawing remuneration to the extent applicable as per the aforesaid Section are disclosed in the Annexure A to this Report.

2. Under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors)Rules,1988,as amended:

The disclosure required under the aforesaid provision has been attached separately and marked as Annexure B to this Directors' Report and forms part of this Report.

Corporate Social Responsibility

Your Company' endeavors to contribute suitably to the society by being involved in a series of community welfare programmes, directly or through philanthropic organizations would continue. Bharatpur plant is located close to the Bharat pur Bird Sanctuary amidst vast green area and all care is taken to preserve the environment to allow the nature's expanse to remain healthy and grow healthily.

Acknowledgements

Your Directors wish to place on record their appreciation for the cooperation and support of the secured lenders viz. ICICI Bank, Syndicate Bank and Governments of Rajasthan, Madhya Pradesh and Delhi, local administration/other Government Departments; for contribution of the employees/ex-employees of the Company and all other stakeholders.

On behalf of the Board

Place : Kolkata J. P. Chowdhary

Date: July 30,2012 Executive Chairman


Jun 30, 2010

The Directors have pleasure in presenting the 65th Annual Report, together with the audited accounts of the Company for the financial year ended June 30, 2010.

Financial Results:

The Company was referred to Honble BIFR in the year 2000, declared Sick Industrial Company within the meaning of Section 3(1 )(o) of the Sick Industrial Companies (Special Provisions) Act, 1985 (SICA) by the Honble BIFR in the year 2002 and registered with Reference No. 372/2000. The operations of the Company were stalled following the lockout at its Bharatpur Plant w.e.f. 13.11.2000, and could be resumed only after lifting of the lockout w.e.f. 14.09.2008. After deliberations and examining the Companys revival proposal over considerable period, the Honble BIFR has sanctioned the Rehabilitation Scheme for the Company by its order dated 11.03.2010 under the provisions of SICA, which is in the process of implementation in right earnest. In this backdrop, your Directors were of the opinion that post-sanction of the Scheme, the first audited Balance Sheet of the Company should incorporate the immediate adjustments/set-off/repayments, etc. arising out of the Sanctioned Scheme of the Honble BIFR to reflect its true financial status in a prudent manner, and as such, the financial year of the Company under review has been extended by three months so as to end on 30.06.2010 in place of the usual closure on 31.03.2010 and accordingly the figures given below for the current year are not comparable with that for the previous accounting year.

[Rs./Lacs]

Particulars Year ended Year ended 30.06.2010 31.03.2009 (15 Months) (12 Months)

Profit/(Loss) before Extra-ordinary Items & Tax 338.66 (10,346.62)

Extra-ordinary Items (arising out of the sanctioned Scheme of BIFR) 55,208.23 (287.11)

Profif(Loss) before Taxation 55,546,89 (10,633.73)

Profit/(Loss) after Taxation 55,682.65 (10,637.99)

Balance carried to Balance Sheet (3,104.79) (59,010.13)

Reserves & Surplus 3,220.32 222.69

Net Worth 2,130.37 (57,357.00)

Earnings per Share (before Extra-ordinary Items) (Rs.) 3.05 (72.58)

Dividend:

In view of the restrictions imposed under the Scheme sanctioned by the Honble BIFR, your Directors regret their inability to recommend any dividend for the year.

Developments at BIFR:

As stated in our last Report, the Company had submitted the draft . revival scheme which, inter a//a, envisages strengthening the management by joining of Titagarh Wagons Limited as Co-Promoter; infusion of the requisite funds and further to contribute towards the business development as well as the settlement of dues of the financial institutions and the banks, rationalization of operating costs and financial re-engineering, thereby enabling the faster turnaround and a healthy balance sheet for the Company. The draft revival scheme of the Company received the support and consent of all the major stakeholders, based on which, the Honble BIFR has sanctioned the Rehabilitation Scheme for the Company by order dated 11.03.2010. The rehabilitation strategy envisages reliefs and concessions from various agencies including Central and State Governments, and also induction of fresh funds by the Promoter and Co-Promoter for revival of the Companys operations. Pursuant to and in compliance with this Sanctioned Scheme, the Company has already complied with most of the directions of the Honble BIFR, which include re-organization of share capital by reduction and consolidation, infusion of funds and issue of fresh shares, settlement of labour dues, repayment of the secured and unsecured loans of the Company.

Review of Operations and Future Outlook:

The operations of the Company at its Plant at Bharatpur resumed after having remained closed for almost eight years, following withdrawal of the lock-out on 14.09.2008. The Company, with its glorious history in the fields of manufacture of railway wagons and other heavy engineering products, has again started participating in the tenders floated by the Ministry of Railways and other Public/Private Sector Units to pursue and regain its prominence in the industry in due course. It gives pleasure to your Directors to inform you that the Company has successfully rolled out 123 wagons from its factory during the period under review. The Railway Board has recently placed an order on your Company valued at more than Rs. 250 Crores.which has been partly released for execution. This apart, the Company has received number of other orders from Private/Public Sector units, being under execution. To meet the operational requirements, ICICI Bank Limited has since sanctioned financial assistance by way of term loan and working capital facilities aggregating Rs.130 Crores.

Management Discussion and Analysis:

The Management Discussion and Analysis Report as stipulated under Clause 49 of the Listing Agreement with Stock Exchanges, forming part of Directors Report for the year under review, is given in a separate section of this Annual Report.

Directors :

Shri Sanjiv K. Jha and Shri Rakesh Khandelwal, Directors of the Company, have resigned w.e.f. 22.10.2010 and 14.11.2010 recpectively. The Directors place on record their appreciation for the valuable services rendered by Shri Jha and Shri Khandelwal during their tenure as Directors.

The nomination of Shri R. K. Goel, as Nominee Director was withdrawn by Asset Reconstruction Company (India) Limited (Arcil) vide its letter dated 27.01.2010 and in his place, Shri Sanjoy Gupta has joined the Board of Directors of the Company as Nominee Director of Arcil, with effect from the same date.

Pursuant to the Sanctioned Scheme of the Honble BIFR, Shri Umesh Chowdhary and Shri Anil Kumar Agarwal were nominated by the joint promoters and co-opted as Additional Directors of the Company w.e.f. 14.03.2010. In terms of the provisions of Section 260 of the Companies Act, 1956, read with Article 137 of the

Articles of Association of the Company, Shri Umesh Cbowdhary and Shri Anil Kumar Agarwal will hold office as Directors upto the date of the forthcoming Annual General Meeting. The Company has received notices under the provisions of Section 257 of the Companies Act, 1956, proposing the candidatures of Shri Umesh Chowdhary and Shri Anil Kumar Agarwal for the office of Nominee Directors of the Company.

Subsequent to the sanction of the Scheme by the Honble BIFR, in exercise of the powers conferred under Section 16(4) of SICA the Honble BIFR by its Order dated 19.07.2010 has appointed Shri Ashok Gupta as Special Director in the Board of Directors of the Company. The appointment shall remain valid until further order of the Honble BIFR or for a period of three years from the date of appointment or till the date on which Shri Gupta attains the age of 65 years, whichever is earlier.

The term of office of Shri J. P. Gupta as Executive Director of the Company expired on 31.07.2010. Considering his long association with the Company and valued contribution, the Board of Directors has again re-appointed Shri Gupta as Whole-time Director of the Company (designated as Executive Director) for a period of one yearw.e.f. 01.08.2010. His appointment and remuneration payable to him requires consent of the Shareholders at the ensuing Annual General Meeting of the Company.

In accordance with the provisions of the Companies Act, 1956 read with the Articles of Association, Shri Ravi Kumar and Shri J. K. Shukla, Directors of the Company retire by rotation and being eligible, offer themselves for re-appointment.

Directors Responsibility Statement:

Pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956, your Directors confirm that:

(a) in preparation of the annual accounts for the financial year ended June 30, 2010 the applicable accounting standards have been followed and proper explanations relating.to material departures, if any, have been provided;

(b) the accounting policies selected and applied are consistent and the judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year, and of the Profit of the Company for that period;

(c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;

(d) the annual accounts have been prepared on a going concern basis.

Auditors:

M/s. L. B. Jha & Co., Chartered Accountants, Statutory Auditors of the Company shall retire at the conclusion of the ensuing Annual General Meeting and intimated their un-willingness to be re- appointed due to unavoidable circumstances. As such, it is proposed to appoint M/s. S. R. BatliboiS Co. Chartered Accountants, as the Statutory Auditors of the Company to hold office until the conclusion of the next Annual General Meeting, for which, the Company has received the statutory confirmation that the proposed appointment, if made, will be in accordance with the limit prescribed under Section 224(1B) of the Companies Act, 1956.

Auditors Report:

Observations of the Auditors, when read together with the relevant notes to accounts and accounting policies, are self explanatory.

The Company is taking all action necessary in a time bound manner in regard to the observations made by the Auditors in the Annexture to their Report and therefore, the same require no further clarification.

Corporate Governance:

A separate section on Corporate Governance as prescribed under Clause 49 of the Listing Agreement along with the Certificate obtained from the Auditors of the Company regarding compliance of conditions of Corporate Governance is included in the Annual Report.

Listing with Stock Exchanges:

The equity shares of the Company are listed at National Stock Exchange of India Limited (NSE), Bombay Stock Exchange Limited (BSE), Delhi Stock Exchange Limited (DSE), The Calcutta Stock Exchange Limited (CSE) and the Madhya Pradesh Stock Exchange Limited (MPSE). The Company is regular in payment of Listing Fee to the Stock Exchanges, as well as, the Annual Custodial Fee payable to the Depositories, i.e. National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL).

The trading in equity shares of the Company was under suspension at BSE with effect from 07.01.2002. As communicated in the last years report, based on the. application submitted by the Company and on compliance of the stipulations prescribed by BSE, the ongoing suspension at BSE has been revoked and trading in equity shares of the Company has resumed w.e.f. 26.10.2010. However, the suspension in trading of equity shares of the Company at NSE is continuing w.e.f. 07.05.2009, for revocation of which, the application submitted by the Company is under consideration.

Unpaid/Unclaimed Fixed Deposits & Dividend:

As stated in the last years report, the balances in the unpaid/ unclaimed dividend accounts, debenture redemption and interest on debenture accounts of the Company pertaining to financial years 1996-97,1997-98,1998-99 and 1999-2000 have since been transferred to the credit of the Investor Education and Protection Fund (IEPF), as required under Section 205C of the Companies Act, 1956. The unpaid fixed deposits shall be repaid in accordance with the Sanctioned Scheme of the Honble BIFR.

Disclosures:

1. Under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended:

During the year under review, none of the employees of the Company was in receipt of the remuneration requiring statutory disclosure.

2. Under Section 217(1 )(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, as amended:

The Plant of the Company at Bharatpur was under management lockout since November 2000. The lockout was withdrawn on 14.09. 2008 and thereafter, power connection was restored in October 2008 followed by revamping of Plant & Machinery which were lying in un-used/ rundown condition. Due to the circumstances beyond control of the Company, there was no scope for undertaking any measures during the year under review towards conservation of energy and/or -technology absorption, adaptation and/or innovation. The Company did not have any foreign exchange earnings and outgo during the year under review.

Acknowledgement:

Your Directors wish to place on record their sincere gratitude to the IDBI Bank Limited (Monitoring Agency appointed by Honble BIFR) for their continuous guidance and support, the secured lenders including Arcil, creditors, deposit-holders for their support and understanding in bearing with the Company. Your Directors are also thankful for the understanding of the employees/ex-employees of the Company who have been affected by the disruption of work and of the dedicated services being put in by them. Your Directors also place on record their deep appreciation and gratitude to the Governments of Rajasthan and Madhya Pradesh, local administration and other Government Departments for their kind support and cooperation at all times.

For and on behalf of the Board

Place: Noida Umesh Chowdhary

Date: November 14, 2010 Chairman

 
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