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Directors Report of CMI FPE Ltd.

Mar 31, 2017

Dear Shareholders,

The Directors have pleasure in presenting the Thirty First Annual Report of the Company on the business and operations of the Company, together with the audited financial statements for the financial year ended March 31, 2017.

1. FINANCIAL PERFORMANCE

(Rs,in lacs)

Particulars

Financial Year

Financial Year

2016-2017

2015-2016

Total Revenue

16,787.17

21,449.07

Profit before provision for doubtful trade receivables, depreciation and amortisation

1,065.18

2,134.36

expense, finance costs and tax expense

Less:

Depreciation and amortisation expense

524.85

579.19

Finance costs

102.93

237.45

Provision for doubtful trade receivables

-

792.44

Profit / (Loss) before Exceptional Item and Tax

437.40

525.28

Add : Exceptional Item

-

1,433.93

Less : Tax expense:

Net current tax expense

79.00

23.00

Deferred tax

12.91

623.93

Profit / (Loss) for the year

345.49

1,312.28

Balance brought forward from previous year

4,053.96

2,741.68

Balance carried forward

4,399.45

4,053.96

2. OVERVIEW OF COMPANY’S FINANCIAL PERFORMANCE

Operations

The year under review marked the deflation of commodity prices globally reducing the steel prices. The growth in the demand for Indian steel lagged much behind the expectations. The net revenue from operations of the Company dropped by almost 24% and the profitability of the Company also decreased. The combination of predatory prices and import has jeopardized the loans raised by the domestic steel industry for capacity expansion.

Industrial Infrastructure Development

Infrastructure sector is a key driver for the Indian economy. The sector is highly responsible for propelling India''s overall development and enjoys intense focus from Government for initiating policies that would ensure time-bound creation of good infrastructure in the country. India is witnessing significant interest from international investors in the infrastructure space. Steel industry and its associated mining and metallurgy sectors have seen a number of major investments and developments in the recent past.

India is expected to become the world''s second largest producer of crude steel in the next 10 years, moving up from the third position, as its capacity is projected to increase to about 300 MT by 2025. Hence scope for accelerated growth is offered by India''s comparatively low per capita steel consumption and the expected rise in consumption due to increased infrastructure construction and the thriving automobile railways and white goods sectors.

Your Company, anticipating the growth in opportunities, has realigned the infrastructure and machines at Taloja Plant to achieve higher productivity and maximum utilization and to produce quality equipment at competitive cost. A full-fledged versatile fabrication facility has been developed at Hedavali for low cost production.

Material Changes and Commitments affecting the financial position of the Company

There have been no material changes and commitments 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 this report.

3. DIVIDEND

In order to conserve resources for the operating business, your Directors do not recommend any dividend for the financial year 2016-17.

During the year, the unclaimed dividend amount of Rs,1,30,854/- out of the final dividend for the year ended March 31, 2009 was transferred to the Investor Education and Protection Fund.

4. SHARE CAPITAL

The paid up equity share capital of the Company as on March 31, 2017 was Rs,493.78 lacs. During the year under review, the Company has not issued any shares with or without differential voting rights. It has neither issued employee stock options nor sweat equity shares. As on March 31, 2017, none of the Directors of the Company holds shares of the Company.

5. REGISTRAR AND SHARE TRANSFER AGENT

As informed in the last year Annual Report, the Company had, pursuant to the order of Securities and Exchange Board of India (“SEBI”), switched over the activities of Registrar and Share Transfer Agent from Sharepro Services (India) Private Limited (“Sharepro”) to Bigshare Services Private Limited (“Bigshare”), registered with SEBI.

Bigshare has taken over all the data and records from Sharepro and the transition of records was smooth, without any inconvenience to the shareholders of the Company.

The Company has made all the necessary disclosures and communication to BSE Limited as per the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘‘Listing Regulations”).

6. DEPOSITS

Your Company has not accepted any deposits from the public falling within the ambit of Sections 73 and 74 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014.

7. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 and Schedule V of the Listing Regulations are given in the notes to the Financial Statements.

8. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

Pursuant to the provisions of Section 135 of the Companies Act, 2013 and the Rules framed thereunder, the Company spent Rs,3.19 lacs towards CSR activities for the year ended March

31, 2017. The contents of the CSR policy and initiatives taken by the Company during the year ended March 31, 2017 as per the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014 are furnished in Annexure A to this Report. The CSR policy of the Company is available on the Company''s website -www.cmifpe.com.

The Company considers the community as an important stakeholder and has been investing in its well being with a belief that people around should prosper at the same pace as the business does. The Company has meticulously taken up social development as a core responsibility.

9. HUMAN RESOURCES Personnel

The industrial relations continued to be cordial at all levels throughout the year. Your Directors wish to thank all the Employees and Workmen of the Company for their contribution, support and continued co-operation throughout the year.

Health and Safety

The details on Health and Safety are provided in the Management Discussion and Analysis which forms part of this Report.

Policy on Prevention, Prohibition and Redressal of Sexual Harassment at Workplace

The Company as an organization is committed to provide a healthy environment to all the employees and thus does not tolerate any discrimination and / or harassment in any form. The Company has in place a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 201 3 and Rules thereunder. All women - permanent, temporary or contractual are covered under the policy. This has been widely communicated internally and is uploaded on the Company''s intranet portal.

The Company has set up an Internal Complaints Committee to inquire into complaints of sexual harassment and recommend appropriate action.

During the year under review, the Internal Complaints Committee has not received any complaint of sexual harassment.

10. INNOVATION

The Company, alongwith its holding Company, has a track record of research and development, and has been recognized as a trendsetter with several breakthroughs in the industry. More recently, the Group has added many new products and techniques for special and customized applications. The spirit of innovativeness has helped the Company to achieve cost efficiencies in the areas of energy, raw materials sourcing, logistics, excellence in customer service and manpower optimization leading to productivity improvement.

11. BUSINESS RISK MANAGEMENT

The Board of Directors has constituted a Risk Management Committee. The Committee oversees the risk management process including risk identification, impact and control selfassessment, effective implementation of the mitigation plans and risk reporting. The objective of the Committee is to assist the Board in fulfilling its oversight responsibilities with regard to business risk management.

The details and the process of Risk Management as implemented by the Company are provided as part of the Management Discussion and Analysis which forms part of this Report.

12. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an adequate system of internal controls in place with reference to the Financial Statements. The management of the Company is responsible for ensuring that Internal Financial Controls (IFC) have been instituted in the Company and that such controls are adequate and operating effectively.

The Company''s internal controls system is founded on values of integrity and operational excellence. It supports the vision of the Company. The foundation of the internal controls system lies in the corporate strategies, risk management framework and policies and procedures. The Company has a robust internal control framework, commensurate with the size, scale and complexity of its operations. The framework has been designed to provide reasonable assurance related to financial and operational information, compliance with applicable laws and for safeguarding the assets of the Company.

The Internal Audit (IA) function for the year 201617 was entrusted to M/s. KPMG. To maintain objectivity and independence, the Internal Auditors report to the Audit Committee.

During the year under review, the Risk Management Committee of the Company had reviewed the test of controls with detailed analysis of 10 key processes; no reportable material weakness in the design or operations was observed. The Internal Audit team monitors and evaluates the efficacy and adequacy of internal control systems in the Company, on the basis of Standard Operating Procedures, instruction manuals, accounting policy and procedures, its compliance with operating system, accounting procedures and policies at all locations of the Company. The results of the tests of the controls were discussed with the Statutory Auditors. The Statutory Auditors have submitted their report on the Internal Financial Controls, which forms an integral part of this Report.

This formalized system of internal control and risk management framework facilitates effective compliance of the Listing Regulations, Companies Act, 2013 and relevant statue applicable to the Company.

13. VIGIL MECHANISM / WHISTLE BLOWER POLICY

Fraud and corruption-free work culture has been at the core of the Company. To meet this objective, the Company has adopted a Whistle Blower Policy to deal with any instances of fraud and mismanagement in the Company. The mechanism provides for adequate safeguards against victimization of Director(s) and Employee(s) who avail themselves of the mechanism. The Whistle Blower Policy is available on the website of the Company - www.cmifpe.com. It is affirmed that no personnel of the Company has been denied access to the Audit Committee.

14. DIRECTORS & KEY MANAGERIAL PERSONNEL

Changes in the composition of the Board of Directors

Mr. Jean Jouet, consequent to his taking new responsibilities within the CMI Group, resigned as the Chairman and Director of the Company with effect from May 30, 2017.

The Board of Directors (“Board”) places on record its collective unanimous appreciation of the valuable services rendered and contribution made by Mr. Jean Jouet during his tenure as the Chairman of the Board.

The Board, on the recommendations of the Nomination and Remuneration Committee, has appointed Mr. Joao Felix Da Silva (DIN 07662251) as an Additional Director, and also as the Chairman of the Board of Directors of the Company with effect from May 30, 2017.

Pursuant to the provisions of Section 161 of the Companies Act, 2013, Mr. Joao Felix Da Silva holds office upto the date of the ensuing Annual General Meeting of the Company and is eligible for appointment as a Non Executive Director. The Company has received a notice from a member along with a cheque in favour of the Company under Section 160 of the Companies Act, 2013, signifying his intention to propose Mr. Joao Felix Da Silva as candidate for the office of Director of the Company at the ensuing Annual General Meeting.

The necessary resolution proposing the appointment of Mr. Joao Felix Da Silva as Director, is being placed before the members for their approval.

Retirement by rotation

In accordance with the provisions of Section 152 of the Companies Act, 2013, Mr. Yves Honhon (DIN 02268831) retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. The Board recommends his re-appointment for the consideration of the members of the Company at the ensuing Annual General Meeting.

Re-appointment of Managing Director

The re-appointment and remuneration of Mr. Raman Madhok as Managing Director was approved by the members of the Company at the last Annual General Meeting for a further period of 3 years effective from October 9, 2016, subject to the approval of the Central Government.

Subsequently, on September 12, 2016, the Ministry of Corporate Affairs amended the Schedule V of the Companies Act, 2013 wherein the requirements relating to remuneration to professional managerial personnel would not be applicable on compliance of certain conditions. The required compliance information was included in the special resolution and the explanatory statement for re-appointment of Managing Director. The Central Government, vide its letter dated October 20, 2016, has confirmed that the approval of Central Government was not required for the payment of remuneration to Mr. Raman Madhok, he being a professional managerial personnel.

Independent Directors

All Independent Directors have submitted the declaration of Independence as required under Section 149(7) of the Companies Act, 2013 confirming that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16(1) (b) of Listing Regulations.

Brief profile of the Directors proposed to be appointed / re-appointed and other information as stipulated under Listing Regulations and Secretarial Standard 2 are furnished in the Notice attached to this Report.

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 read with the Rules issued there under and Regulation 17 of the Listing Regulations, the Board had carried out the annual performance evaluation of its own performance, an evaluation of the working of various Committees, as well as an evaluation of the directors individually. Further SEBI vide its guidance note dated January 5, 2017 has suggested certain process / practice that may be adopted by the companies for performance evaluation. The Company had taken into consideration these guidelines also.

The evaluation exercise was carried out internally, using the experience gathered from the external evaluation outsourced in earlier years. A structured questionnaire was prepared after taking into inputs received from the Directors, covering various aspects of the Board''s functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance.

After the conclusion of such exercise, and after reviewing the findings, the Chairman of the Board met each Director individually to get an overview of the functioning of the Board and its constituents, inter alia, on the criteria such as attendance and level of participation at the meetings of the Board and Committees, independence of judgment exercised by the Independent Directors, interpersonal relationship, etc.

Significant collective highlights, learning’s and action points with respect to the evaluation were presented to the Board. The Board of Directors expressed their satisfaction with the evaluation process and also with the findings.

Key Managerial Personnel

Mr. Raman Madhok, Managing Director, Mr. Akash Ohri, Chief Financial Officer and Mr. Haresh Vala, Company Secretary are the Key Managerial Personnel of the Company.

Remuneration Policy

The Company has adopted a Remuneration Policy for the Directors, Key Managerial Personnel (“KMP”) and other employees, pursuant to the provisions of Companies Act, 2013 and the Listing Regulations. The main objective of the said policy is to ensure that the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate the Directors, KMP and senior management employees. The remuneration involves a balance between fixed and incentive pay, reflecting short and long term performance objectives appropriate to the working of the Company and its goals. The details of this policy are explained in the Corporate Governance Report.

15. DIRECTORS’ RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of the provisions of Section 1 34(3)(c) of the Companies Act, 201 3 that:

a. in the preparation of the annual financial statements for the year ended March 31, 2017, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b. such accounting policies as mentioned in the Notes to the financial statements have been selected and applied consistently, and judgments and estimates have been made that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company as at March 31, 2017 and of the profit of the Company for the year ended on that date;

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

d. the annual financial statements have been prepared on a ‘going concern'' basis;

e. proper internal financial controls have been laid down and are being followed, and that such internal financial controls are adequate and are operating effectively; and

f. proper systems were in place to ensure compliance with the provision of all applicable laws, and these were adequate and operating effectively.

16. MEETINGS & COMMITTEES Meetings held during the year

During the year under review, 4 (four) Board Meetings and 4 (four) Audit Committee Meetings were convened and held, the details of the meetings held and attendance of Directors at such meetings are provided in the Corporate Governance Report. The intervening gaps between the meetings were within the limits stipulated under the Companies Act, 2013 and the Listing Regulations.

Audit Committee

The Audit Committee is constituted in line with the regulatory requirements mandated by the Companies Act, 2013 and the Listing Regulations. The details of the Committee and its terms of reference are set out in the Corporate Governance Report forming part of this Report.

Nomination and Remuneration Committee

The Nomination and Remuneration Committee is constituted in line with the regulatory requirements mandated by the Companies Act, 2013 and the Listing Regulations. The details of the Committee and its terms of reference are set out in the Corporate Governance Report forming part of this Report.

Corporate Social Responsibility (CSR) Committee

The CSR Committee is constituted in line with the regulatory requirements mandated by the Companies Act, 201 3. The details of the Committee and its terms of reference are set out in the Corporate Governance Report forming part of this Report.

17. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All related party transactions that were entered into during the financial year were on an arm''s length basis, in the ordinary course of business and were in compliance with the applicable provisions of the Companies Act, 2013 and the Rules made there under and the Listing Regulations. There were no materially significant Related Party Transactions made by the Company during the year that would have required members'' approval under the Listing Regulations. The members, at the last Annual General Meeting held on July 29, 2016, had approved an omnibus prior approval for material related party transactions with CMI SA, Holding Company for a value up to Rs,500 crores and with CMI Industry Automation Private Limited, Fellow Subsidiary for a value up to Rs,25 crores for orders to be transacted in a span of 2 to 3 years. The Company is pleased to inform that orders with CMI SA for the financial year ended March 31, 2017 were for Rs,112.47 crores.

All Related Party Transactions are placed before the Audit Committee and also the Board for approval. Prior omnibus approval of the Audit Committee is obtained for transactions which are foreseen and are repetitive in nature. A statement of all related party transactions is placed before the Audit Committee for its review on a quarterly basis, specifying the nature, value and terms and conditions of the transactions.

The Company has adopted a Related Party Transactions Policy. The Policy, as approved by the Board, is uploaded on the Company''s website at http://cmifpe.com/ financialreport.aspxRs,Subcat=RPT Policy as per LODR&InvestorType=Policies.

Details of transactions with Related Parties are given in the Notes to the Financial Statements in accordance with the Accounting Standards. There were no transactions during the year which were required to be reported in Form AOC 2.

None of the Directors has any pecuniary relationships or transactions with the Company.

18. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant and material orders passed by the Regulators or Courts or Tribunals that would impact the going concern status of the Company and its future operations.

19. AUDITORS

Statutory Auditors

At the Annual General Meeting (“AGM”) of the Company held last year, pursuant to the provisions of the Companies Act, 2013 and Rules made there under, M/s. Deloitte Haskins & Sells, Chartered Accountants were appointed as the Statutory Auditors of the Company from the conclusion of the 30th Annual General Meeting held on July

29, 2016 till the conclusion of the 32nd Annual General Meeting of the Company to be held in the year 2018, subject to the ratification of their appointment at the AGM to be held in 2017.

M/s. Deloitte Haskins & Sells have furnished a certificate of their eligibility and consent under Section 141 of the Companies Act, 2013. In terms of the Listing Regulations, the Auditors have confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

The members are requested to consider the ratification of the appointment of M/s. Deloitte Haskins & Sells, Chartered Accountants as Auditors and authorize the Board to fix their remuneration.

There are no qualifications, reservations or adverse remarks or disclaimers made by the Statutory Auditors in their report.

Cost Auditor

In terms of the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, the Company is required to audit its Cost Accounting records for the financial year 201 7-201 8. The Board of Directors, on the recommendation of the Audit Committee, has appointed M/s. Kishore Bhatia & Associates, Cost Accountants to audit the cost accounts of the Company for the financial year 2017-18 on a remuneration of Rs,2,00,000/-. As required under the Companies Act, 2013, a resolution seeking member''s approval for the remuneration payable to the Cost Auditor forms part of the Notice convening the Annual General Meeting for their ratification.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 201 3 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors had appointed M/s. VKM & Associates, Company Secretaries in Practice to undertake the Secretarial Audit of the Company for the financial year 2016-17. The Secretarial Auditor''s Report is annexed as Annexure B and forms an integral part of this Report.

There is no secretarial audit qualification for the year under review.

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

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo, stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is annexed as Annexure C and forms an integral part of this Report.

21. CORPORATE GOVERNANCE

The Company has complied fully with the corporate governance requirements under the Companies Act, 2013 and as stipulated under the Listing Regulations. A separate section on Corporate Governance practices followed by the Company, along with a certificate from the Statutory Auditors of the Company confirming the compliance, is annexed and forms an integral part of this Report.

22. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report, appended as stipulated under the Listing Regulations forms an integral part of this Report.

23. EXTRACT OF ANNUAL RETURN

Pursuant to Section 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the extract of the Annual Return is annexed as Annexure D and forms an integral part of this Report.

24. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The information required under Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure E and forms an integral part of this Report.

The information required under Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said Rules will be provided upon request. In terms of first proviso to Section 1 36 of the Companies Act, 201 3, the Report and Accounts are being sent to the members and others entitled thereto, excluding the information on employees'' particulars, which is available for inspection by the members at the Registered Office of the Company during the business hours on working days of the Company up to the date of the ensuing Annual General Meeting. Any member interested in obtaining a copy thereof may write to the Company Secretary. None of the employees listed in the said Annexure is related to any Director of the Company. None of the employees hold (by himself or along with his / her spouse and dependent children) more than 2% of the equity shares of the Company.

25. PLANT VISIT

The management will make arrangements for visit of the interested shareholders to the Company''s plant at Taloja on Friday, September 22, 2017. The plant visit is a half day program, and for operational convenience and safety reasons, is limited to 100 shareholders. Such of those shareholders who are keen to visit the Company''s plant are requested to submit their intention by filling up the enclosed form, to the Registrar and Transfer Agents of the Company, at the 31st Annual General Meeting.

Eligible shareholders will be those whose names appear in the Register of Members as on the date of 31st Annual General Meeting. The Company will finalize by August 14, 2017, the list of shareholders identified to attend the plant. The identification will be on first come first serve basis.

The shareholders so identified will not be allowed to transfer their ‘visit requests'' to others nor will any companions be allowed to join the plant visit. Shareholders are requested to note that clicking of photos / videos is strictly prohibited inside the premises of the plant.

Shareholders will be required to show their identity proof as and when requested, for visiting the plant.

ACKNOWLEDGEMENT

Your Directors would like to express their appreciation for the co-operation and assistance received from the Government authorities, bankers, financial institutions, vendors, customers and shareholders, and also from all the employees and other stakeholders, during the year under review.

For and on behalf of the Board

Joao Felix Da Silva

Chairman

Taloja

May 30, 2017


Mar 31, 2016

Directors’ Report

Dear Shareholders,

The Directors have pleasure in presenting the Thirtieth Annual Report of the Company on the business and operations of the Company, together with the audited financial statements for the financial year ended March 31, 2016.

FINANCIAL PERFORMANCE

(Rs. in lacs)

Particulars

Financial Year

Financial Year

2015-2016

2014-2015

Total Revenue

21,449.07

24,092.78

Profit before provision for doubtful trade receivables, depreciation and amortization

2,134.36

1,319.27

expense, finance costs and tax expense

Less:

Depreciation and amortization expense

579.19

650.13

Finance costs

237.45

429.57

Provision for doubtful trade receivables

792.44

3.18

Profit / (Loss) before Exceptional Item and Tax

525.28

236.39

Add : Exceptional Item

1,433.93

556.48

Less : Tax expense:

Net current tax expense

23.00

150.00

Deferred tax

623.93

(304.40)

Profit / (Loss) for the year

1,312.28

947.27

Balance brought forward from previous year

2,741.68

1,794.41

Balance carried forward

4,053.96

2,741.68

DIVIDEND

In order to conserve resources for the operating business, your Directors do not recommend any dividend for the financial year 2015-16.

During the year, the unclaimed dividend pertaining to the final dividend for the year ended March 31, 2008 was transferred to the Investor Education and Protection Fund.

OPERATIONS

The year under review marked the deflation of commodity prices globally reducing the steel prices. The growth in the demand for Indian steel lagged much behind the expectations. The net revenue from operations of the Company dropped by almost 6.4% because of the uncertain business environment. However, the profitability of the Company increased because of other income and measures taken by the Company to increase the efficiency. The combination of predatory prices and import has jeopardized the loans raised by the domestic steel industry for capacity expansion.

INDUSTRIAL INFRASTRUCTURE DEVELOPMENT

The government''s focus on ‘Make in India'' and infrastructure looks to take off and translate into sustained demand for steel in the next couple of years. India is likely to be among the few countries worldwide where steel demand will see an upswing. The Company through its experience and proven process in cold rolling and metal processing industry, continuous innovation, value engineering and cost effective solution, will stand above its competitors.

As informed earlier, the operations of the Company at Silvassa plant was discontinued and the plant at Taloja was realigned with new infrastructure and machines.

During the year under review, the Company had disposed off the related assets at Silvassa including the land and buildings on January 19, 2016.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments 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 this report.

SHARE CAPITAL

The paid up equity share capital of the Company as on March 31, 2016 was '' 493.78 lacs. During the year under review, the Company has not issued any shares. The Company has not issued shares with differential voting rights. It has neither issued employee stock options nor sweat equity shares. As on March 31, 2016, none of the Directors of the Company holds shares of the Company.

NEW LISTING AGREEMENT

The Company has entered into new Listing Agreement with BSE Limited, in compliance with Regulation 109 of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009.

CHANGE OF REGISTRAR AND SHARE TRANSFER AGENT

Securities and Exchange Board of India (“SEBI”) vide its order No. WTM/RKA/MIRSD2/41/2016 dated March 22, 2016 had, inter alia, advised the Companies who were clients of Sharepro Services (India) Private Limited (“Sharepro”) to conduct an audit of the records and systems of Sharepro with respect to dividends paid and transfer of securities to determine whether the dividends have been paid to actual / beneficiary holders and whether securities have been transferred as per the provisions of the law. The order also advised the Companies to switch over the activities of Registrar and Share Transfer Agent from Sharepro to another Registrar and Transfer Agent registered with SEBI.

In view of the above, the Company had assigned the task of audit to M/s. VKM & Associates, Practicing Company Secretary and they have issued a report mentioning that there are no areas of default or concern relating to your Company.

The Board, through a circular resolution dated April 15, 2016 had approved the appointment of M/s. Bigshare Services Private Limited (“Bigshare”) as the Registrar and Share Transfer Agent of the Company, in place of Sharepro, with effect from May 1, 2016. The Company has made necessary disclosures and communication to BSE Limited as per the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

DEPOSITS

Your Company has not accepted any deposits from the public falling within the ambit of Sections 73 and 74 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014.

DIRECTORS

Retire by rotation

In accordance with the provisions of Section 152 of the Companies Act, 201 3, Mr. Fabrice Orban retires by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for re-appointment. The Board recommends his re-appointment for the consideration of the members of the Company at the ensuing Annual General Meeting.

Re-appointment of Managing Director

The current term of Mr. Raman Madhok as the Managing Director of the Company expires on October 8, 2016. At the meeting held on May 19, 2016, the Board of Directors, acting on the recommendation of the Nomination and Remuneration Committee, have approved his re-appointment for a further period of 3 (three) years, terms of remuneration, etc., subject to the approval of the members of the Company and Central Government, if required. The necessary resolution for his re-appointment is being placed before the members for approval.

Independent Directors’ Declaration

All Independent Directors have submitted the declaration of Independence as required under Section 149(7) of the Companies Act, 2013 confirming that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16(1 )(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”).

During the year under review, there is no change in the Board of Directors of the Company.

Brief profile of the Directors proposed to be appointed / re-appointed and other information as stipulated under Listing Regulations and Secretarial Standard 2 are part of the Notice attached to this Report.

KEY MANAGERIAL PERSONNEL

During the year under review, the Board had appointed Mr. Haresh Vala as the Company Secretary of the Company, being Key Managerial Personnel of the Company. As on date, Mr. Raman Madhok, Managing Director, Mr. Akash Ohri, Chief Financial Officer and Mr. Haresh Vala, Company Secretary are the Key Managerial Personnel of the Company.

BOARD EVALUATION

In compliance with the provisions of the Companies Act, 2013 read with the Rules issued there under and Regulation 17 of the Listing Regulations, the Board, with the assistance of the reputed consulting firm, Aon Services India Private Limited (erstwhile Hewitt Associates (India) Private Limited), had carried out an annual performance evaluation of its own performance, of the directors individually as well as an evaluation of the working of the Committees. Significant highlights, learning and action points with respect to the evaluation were presented to the Board. The Board of Directors expressed their satisfaction with the evaluation process and with the findings. The Chairman discussed with each Director individually regarding the findings of the evaluation.

REMUNERATION POLICY

The Company has adopted a Remuneration Policy for the Directors, Key Managerial Personnel and other employees, pursuant to the provisions of Companies Act, 2013 and the Listing Regulations. The policy lays down criteria for selection and appointment of Board Members. The details of this policy are explained in the Corporate Governance Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 and Schedule V of the Listing Regulations are given in the notes to the Financial Statements.

MEETINGS

During the year under review, 4 (four) Board Meetings and 4 (four) Audit Committee Meetings were convened and held, the details of the meetings held and attendance of Directors at such meetings are provided in the Corporate Governance Report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 201 3 and the Listing Regulations.

DIRECTORS’ RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of the provisions of Section 134(3)(c) of the Companies Act, 2013 that :

a. in the preparation of the annual financial statements for the year ended March 31, 2016, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b. such accounting policies as mentioned in the Notes to the financial statements have been selected and applied them consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2016 and of the profit of the Company for the year ended on that date;

c. proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 201 3 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. the annual financial statements have been prepared on a ‘going concern'' basis;

e. proper internal financial controls have been laid down and are being followed and that such internal financial controls are adequate and are operating effectively; and

f. proper systems were in place to ensure compliance with the provisions of all applicable laws, and these were adequate and operating effectively.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on an arm''s length basis, in the ordinary course of business and were in compliance with the applicable provisions of the Companies Act, 2013 and the Rules made there under and the Listing Regulations (erstwhile Listing Agreement entered into with the Stock Exchange). There were no materially significant Related Party Transactions made by the Company during the year that would have required members approval under the Listing Regulations.

All Related Party Transactions are placed before the Audit Committee and also the Board for approval. Prior omnibus approval of the Audit Committee is obtained for transactions which are foreseen and are repetitive in nature. A statement of all related party transactions is placed before the Audit Committee for its review on quarterly basis, specifying the nature, value and terms and conditions of the transactions.

The Company has adopted a Related Party Transactions Policy. The Policy, as approved by the Board, is uploaded on the Company''s website at http:// cmifpe.com/financial report. aspx? Subcat=RPT Policy as per LODR & Investor Type=Policies.

Details of transactions with Related Parties are given in the Notes to the Financial Statements in accordance with the Accounting Standards. There were no transactions during the year which would require to be reported in Form AOC 2.

None of the Directors has any pecuniary relationships or transactions vis-a-vis the Company.

AUDITORS

a. Statutory Auditors

The Company''s Auditors, M/s. Deloitte Haskins & Sells, Chartered Accountants hold office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment as per Section 139 of the Companies Act, 2013.

M/s. Deloitte Haskins & Sells have expressed their willingness to get appointed as the Statutory Auditors of the Company and have furnished a certificate of their eligibility and consent under Section 141 of the Companies Act, 2013. In terms of the Listing Regulations, the Auditors have confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India. The Board, based on the recommendation of the Audit Committee, has recommended their appointment as Auditors of the Company till the conclusion of the 32nd Annual General Meeting of the Company to be held in the year 2018, subject to ratification at every Annual General Meeting.

The members are requested to consider the reappointment of M/s. Deloitte Haskins & Sells, Chartered Accountants as Auditors from the conclusion of this Annual General Meeting till the conclusion of the 32nd Annual General Meeting in the year 2018 subject to ratification at every Annual General Meeting.

There are no qualifications, reservations or adverse remarks or disclaimers made by the Statutory Auditors in their report.

b. Cost Auditor

In terms of the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, the Company is required to audit its Cost Accounting records for the financial year 2016-17. The Board of Directors, on the recommendation of the Audit Committee, has appointed M/s. Kishore Bhatia & Associates, Cost Accountants to audit the cost accounts of the Company for the financial year 2016-17 on a remuneration of '' 2 lacs. As required under the Companies Act, 2013, a resolution seeking member''s approval for the remuneration payable to the Cost Auditor forms part of the Notice convening the Annual General Meeting for their ratification.

c. Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors had appointed M/s. VKM & Associates, Company Secretaries in Practice to undertake the Secretarial Audit of the Company for the financial year 2015-16. The Secretarial Auditor Report is annexed as Annexure A and forms an integral part of this Report.

There is no secretarial audit qualification for the year under review.

CORPORATE GOVERNANCE

As required under Regulation 34(3) read with Schedule V(C) of the Listing Regulations, a separate section on Corporate Governance practices followed by the Company, together with a certificate from the Statutory Auditors of the Company confirming the compliance forms an integral part of this Report.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report, as stipulated under the Listing Regulations forms part of the Annual Report.

POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE

The Company has zero tolerance towards sexual harassment at the workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules there under. An Internal Complaints Committee has been constituted to inquire into complaints of sexual harassment and recommend appropriate action.

During the year under review, the Internal Complaints Committee has not received any complaint of sexual harassment.

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

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo, stipulated under Section 1 34(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is annexed as Annexure B and forms an integral part of this Report.

EXTRACT OF ANNUAL RETURN

Pursuant to Section 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 201 4, the extract of the Annual Return is annexed as Annexure C and forms an integral part of this Report.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has in place an adequate system of internal controls and risk-mitigation system, which are constantly assessed and strengthened with the new / revised standard operating procedures. These are commensurate with the size, scale and complexities of its operations. The Internal Audit (IA) function is entrusted to KPMG. To maintain objectivity and independence, the Internal Auditor reports to the Audit Committee.

During the year under review, the Risk Management Committee of the Company had reviewed the new requirement of Internal Control over Financial Reporting (“ICOFR”) and finalized the detailed analysis of 10 key processes, and these were presented for review by the Statutory Auditors. The control mechanism and the process of testing of controls were discussed with the Statutory Auditors. The Statutory Auditors have submitted their report on the Internal Financial Controls which forms an integral part of this Report.

The Internal Auditor evaluates the adequacy of the internal control system in the Company on the basis of Standard Operating Procedures, instruction manuals, accounting policy and procedures.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has adopted a Whistle Blower Policy to deal with any instances of fraud and mismanagement in the Company. The mechanism provides for adequate safeguards against victimization of Director(s) and Employee(s) who avail themselves of the mechanism. The Whistle Blower Policy is available on the website of the Company - www.cmifpe.com. It is affirmed that no personnel of the Company has been denied access to the Audit Committee.

AUDIT COMMITTEE

The Audit Committee is constituted in line with the regulatory requirements mandated by the Companies Act, 201 3 and the Listing Regulations. The details of the Committee and its terms of reference are set out in the Corporate Governance Report forming part of the Board''s Report.

NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee is constituted in line with the regulatory requirements mandated by the Companies Act, 2013 and the Listing Regulations. The details of the Committee and its terms of reference are set out in the Corporate Governance Report forming part of the Board''s Report.

CORPORATE SOCIAL RESPONSIBILITY

In accordance with the provisions of Section 135 of the Companies Act, 2013 and the Rules framed there under, the Board has constituted a Corporate Social Responsibility (“CSR”) Committee and the Company has adopted a policy for CSR. The text of this Policy is available on the Company''s website - www.cmifpe.com. For the year under review, the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility) Rules, 201 4 are not applicable to the Company. However, the Company had spent an amount of '' 1.10 lac on CSR activities by donating computer to the Raigad Zilla Parishad Prathamik School and internal repairs conducted at Anandham Ashram, an old age home.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant and material orders passed by the regulators or courts or tribunals that would impact the going concern status of the Company and its future operations.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The information required under Section 197(12) of the Companies Act, 201 3 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 201 4 is annexed as Annexure D and forms an integral part of this Report.

The information required under Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 201 4, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said Rules will be provided upon request. In terms of first proviso to Section 136 of the Companies Act, 201 3, the Report and Accounts are being sent to the members and other entitled thereto, excluding the information on employees'' particulars, which is available for inspection by the members at the Registered Office of the Company during the business hours on working days of the Company up to the date of the ensuing Annual General Meeting. If any member is interested in obtaining a copy thereof, such member may write to the Company Secretary.

None of the employees listed in the said Annexure is related to any Director of the Company. None of the employees hold (by himself or along with his / her spouse and dependent children) more than 2% of the equity shares of the Company.

BUSINESS RISK MANAGEMENT

The Board of Directors has constituted a Risk Management Committee. The Committee oversees the risk management process including risk identification, impact and control assessment, effective implementation of the mitigation plans and risk reporting. The purpose of the Committee is to assist the Board in fulfilling its oversight responsibilities with regard to business risk management.

The details and the process of Risk Management as implemented by the Company are provided as part of the Management Discussion and Analysis which forms part of this Report.

HEALTH AND SAFETY

The details on Health and Safety are provided in the Management Discussion and Analysis which forms part of this Report.

PERSONNEL

The industrial relations continued to be cordial at all levels throughout the year. Your Directors wish to thank all the Employees and Workmen of the Company for their contribution, support and continued co-operation throughout the year.

ACKNOWLEDGEMENT

Your Directors would like to express their appreciation for the co-operation and assistance received from the Government authorities, bankers, financial institutions, vendors, customers and shareholders during the year under review.

For and on behalf of the Board

Jean Jouet

Chairman

Mumbai May 19, 2016


Mar 31, 2015

Dear Shareholders,

Your Directors have pleasure in presenting the Twenty-ninth Annual Report of the Company, together with the audited financial statements for the financial year ended March 31, 2015.

1. FINANCIAL PERFORMANCE

( Rs. in lacs) PARTICULARS Financial Year Financial Year

2014-2015 2013-2014

Total Revenue 24,092.78 45,836.39

Profit before provision for doubtful trade receivables, depreciation and 1,319.27 855.79

amortisation expense, finance costs and tax expense Less:

Depreciation and amortisation expense 650.13 838.04

Finance costs 429.57 670.20

Provision for doubtful trade receivables 3.18 1,950.94

Profit / (Loss) before Exceptional Item and Tax 236.39 (2,603.39)

Add : Exceptional Item 556.48 -

Less: Tax expense:

Net current tax expense 150.00 4.09

Deferred tax (304.40) (376.26)

Profit/(Loss) for the year 947.27 (2,231.22)

Balance brought forward from previous year 1,794.41 4,025.63

Balance to be carried forward 2,741.68 1,794.41

DIVIDEND In order to conserve resources for the operating business, your Directors do not recommend any dividend for the financial year 2014-2015.

During the year, the unclaimed dividend pertaining to the interim dividend and final dividend for the year ended March 31,2007 was transferred to the Investor Education and Protection Fund.

OPERATIONS

The year under review was the year of consolidation for the future growth. The revenue of the Company dropped by almost 50% because of the steel market situation. However, the profitability of the Company has increased because of other income and measures taken to increase efficiency. Due to volatile business environment, slower expansion of economy and waiting for new government policies, the market has put on hold new projects and expansion of projects resulting in lower order entry for the year under review.

INDUSTRIAL INFRASTRUCTURE DEVELOPMENT

As we mark the year under review as that of consolidation for future growth, some major steps had been taken to strategically align the manufacturing workshops. The operations at Silvassa plant have been suspended and your Company's Taloja plant has been realigned with the new infrastructure and machines so that it truly becomes the "Centre of Excellence for cold rolling mills". Your Company's new plant at Hedavali, Khopoli, Maharashtra has been developed as state-of-the-art fabrication facility for internal use as well as for outside jobs.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments 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 this report.

SHARE CAPITAL

The paid up equity share capital of the Company as on March 31, 2015 was Rs. 493.78 lacs. During the year under review, the Company has not issued shares with differential voting rights nor granted stock options nor sweat equity. As on March 31,2015, none of the Directors of the Company hold shares of the Company.

DEPOSITS

Your Company has not accepted any deposits from the public falling within the ambit of Section 73 and 74 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014.

DIRECTORS

Mr. Jean-Marc Kohlgruber, consequent to his taking new responsibilities within the CMI Group, resigned as the Chairman and Director of the Company with effect from July 30, 2014.

The Board of Directors ("the Board") placed on record its collective unanimous appreciation of the valuable services rendered and contribution made by Mr. Jean- Marc Kohlgruber during his tenure as the Chairman of the Board since CMI SA took over the Company in 2008. The Board also appreciated the contribution made by Mr. Kohlgruber, towards smooth integration after acquisition and the subsequent strategic development plans for the Company including modernization and expansion plan of Taloja workshop and setting up of greenfield facility at Hedavali.

The Board, on the recommendations of the Nomination and Remuneration Committee, appointed Mr. Jean Jouet as an Additional Director of the Company with effect from July 31, 2014. Subsequently, the Board at its meeting held on October 29, 2014 appointed Mr. Jean Jouet as the Chairman of the Board of Directors of the Company.

The Board, on the recommendations of the Nomination and Remuneration Committee, also appointed Ms. Roma Balwani as an Additional Director and as an Independent Director of the Company for a term of five consecutive years with effect from October 29, 2014, also complying with the provisions of Companies Act, 2013 and the Listing Agreement for the appointment of woman director on the Board of the Company.

Mr. Jean Jouet and Ms. Roma Balwani hold office up to the date of forthcoming Annual General Meeting of the Company. The Company has received separate notices from a member along with the cheques in favour of the Company under Section 160 of the Companies Act, 2013, signifying its intention to propose Mr. Jean Jouet and Ms. Roma Balwani as candidates for the office of Director of the Company at the forthcoming Annual General Meeting.

The necessary resolutions proposing appointment of Mr. Jean Jouet and Ms. Roma Balwani as Directors, are being placed before the shareholders for their approval.

Mr. R. N. Tandon, Independent Director expressed his desire to not be appointed as an Independent Director and accordingly stepped down as a Director at the 28th Annual General Meeting of the Company held on July 30, 2014. The Board places on record its appreciation for the valuable contribution made by Mr. R. N. Tandon during his association with the Company.

In accordance with the provisions of Companies Act, 2013, Mr. Yves Honhon retires by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for re-appointment.

All Independent Directors have submitted the declaration of Independence as required under Section 149(7) of the Companies Act, 2013 confirming that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

Brief resume of the Directors proposed to be appointed / re-appointed and other information as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange are part of the Notice attached to this Report.

KEY MANAGERIAL PERSONNEL

Mr. Sanjay Kumar Mutha, Company Secretary resigned from the services of the Company with effect from March 16, 2015. The Board, on the recommendation of the Nomination and Remuneration Committee, appointed Mr. Haresh Vala as the Company Secretary and Compliance Officer with effect from May 29, 2015.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 read with the Rules issued thereunder and Clause 49 of the Listing Agreement, the Board, in consultation with Aon Hewitt, had carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit Committee and Nomination and Remuneration Committee. The Board of Directors expressed their satisfaction with the evaluation process.

REMUNERATION POLICY

The Board, has, on the recommendation of the Nomination and Remuneration Committee, framed and adopted a policy for selection and appointment of Directors, Senior Management and their remuneration pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement. The Remuneration Policy is stated in the Corporate Governance Report.

PARTICULARS OF LOANS, GUARNATEES OR INVESTMENTS UNDER SECTION 186

The details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

MEETINGS

During the year under review, 5 (five) Board Meetings and 4 (four) Audit Committee meetings were convened and held, the details of which are given in the Corporate Governance Report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and Clause 49 of the Listing Agreement.

DIRECTORS' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of the provisions of Section 134(3)(c) of the Companies Act, 2013 that :

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

b. such accounting policies as mentioned in the Notes to the financial statements have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31,2015 and of the Profit of the Company for the year ended on that date;

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

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

e. proper internal financial controls had been laid down and followed and that such internal financial controls are adequate and were operating effectively; and

f. proper systems to ensure compliance with the provisions of all applicable laws were in place which were adequate and operating effectively.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business and the provisions of the Companies Act, 2013, Rules made thereunder and Clause 49 of the Listing Agreement are not attracted. Thus the disclosure in Form AOC 2 is not required. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

All Related Party Transactions are placed before the Audit Committee and also the Board for approval. Prior omnibus approval of the Audit Committee is obtained on a quarterly basis for transactions which are of foreseen and repetitive nature. The transactions entered into pursuant to omnibus approval so granted are audited and a statement giving details of all related party transactions is placed before the Audit Committee and the Board of Directors for their approval on a quarterly basis.

Details of transactions with Related Parties are given in the notes to the Financial Statements.

The policy on Related Party Transactions as approved by the Board is uploaded on the website of the Company.

None of the Directors has any pecuniary relationships or transactions vis-a-vis the Company.

AUDITORS

a. Statutory Auditors

The Company Auditors, M/s. Deloitte Haskins & Sells, Chartered Accountants, retire at the conclusion of the forthcoming Annual General Meeting and are eligible for re-appointment.

Pursuant to the provisions of Section 139 of the Companies Act, 2013 ('the Act') read with Rule 6 of the Companies (Audit and Auditors) Rules, 2014, the Audit Committee and the Board have recommended their re-appointment as Auditors of the Company from the conclusion of the forthcoming Annual General Meeting till the conclusion of the next Annual General Meeting of the Company at a remuneration of Rs. 34.50 lacs (plus reimbursement of out- of-pocket expenses).

The Company has received a written consent to such appointment from M/s. Deloitte Haskins & Sells, Chartered Accountants, and a certificate that the appointment, if made, shall be in accordance with the criteria as specified in Section 141 of the Act. As required under Clause 49 of the Listing Agreement, the Auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

The necessary resolution is being placed before the shareholders for approval.

There are no qualifications, reservations or adverse remarks or disclaimers made by the Statutory Auditors in their report except the Emphasis of Matter.

b. Cost Auditor

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the Company is required to audit its Cost Accounting records for the financial year 2015-2016. Your Directors had, on the recommendation of the Audit Committee, appointed M/s. Kishore Bhatia & Associates, Cost Accountants to audit the cost accounts of the Company for the financial year 2015-2016 on a remuneration of Rs. 1.40 lacs. As required under the Companies Act, 2013, the remuneration payable to the Cost Auditor is required to be placed before the shareholders in a general meeting for ratification. Accordingly, a resolution seeking shareholders ratification for the remuneration payable to M/s. Kishore Bhatia & Associates, Cost Auditor is included in the Notice convening the Annual General Meeting.

The cost audit report would be filed with the Central Government within prescribed timelines.

c. Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors had appointed M/s. VKM & Associates, Company Secretaries in Practice to undertake the Secretarial Audit of the Company for the financial year 2014-2015. The Report of the Secretarial Auditor is annexed herewith as Annexure A and forms an integral part of this Report.

There are no qualifications, reservations or adverse remarks or disclaimers made by the Secretarial Auditor in his Secretarial Audit Report.

AWARDS & RECOGNITION

Your Company was conferred the status of "STAR EXPORT HOUSE" by the Director General of Foreign Trade for a period of five years ending on March 31,2019.

During the year under review, your Company received a Certificate of Merit for the Improvement Project "CAD / CAM Integration : Linking Design and Manufacturing" at the 26th QIMPRO Convention held at Mumbai in October, 2014.

CORPORATE GOVERNANCE

A Report on Corporate Governance, along with a Certificate from the Statutory Auditors of the Company regarding the compliance with the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report, as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Your Company has in place a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at Workplace in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. The policy has set guidelines on the redressal and enquiry process that is to be followed by the complainants and the Internal Complaints Committee, whilst dealing with issues related to sexual harassment at the workplace towards any women employees. All women employees (permanent, temporary, contractual and trainees) are covered under this policy. All employees are treated with dignity with a view to maintain an environment free of sexual harassment whether physical, verbal or psychological.

During the year under review, the Internal Complaints Committee has not received any complaint pertaining to sexual harassment.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on the energy conservation, technology absorption and foreign exchange earnings and outgo, as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is annexed herewith as Annexure B.

EXTRACT OF ANNUAL RETURN

The Extract of Annual Return as provided under Section 92(3) of the Companies Act, 2013 and as prescribed in Form No. MGT-9 of the Companies (Management and Administration) Rules, 2014 is annexed herewith as Annexure C and forms an integral part of this Report.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an adequate Internal Control System, commensurate with the size, scale and complexity of its operations. The scope of the Internal Audit (IA) function outsourced to KPMG as of current is well defined in the engagement letter of the Internal Auditor duly approved by the Audit Committee. To maintain its objectivity and independence, the Internal Auditor reports to the Audit Committee.

The Internal Auditor evaluates the adequacy of the internal control system in the Company on the basis of Statement of Operations Procedure, instruction manuals, accounting policy and procedures.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has a vigil mechanism named Whistle Blower Policy to deal with any instances of fraud and mismanagement in the Company. The details of the Whistle Blower Policy are explained in the Corporate Governance Report and also posted on the website of the Company. It is affirmed that no personnel of the Company has been denied access to the Audit Committee.

AUDIT COMMITTEE

The Audit Committee is constituted in line with the regulatory requirements mandated by the Companies Act, 2013 and Clause 49 of the Listing Agreement. The details of the Committee and its terms of reference are set out in the Corporate Governance Report forming part of the Board's Report.

NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee is constituted in line with the regulatory requirements mandated by the Companies Act, 2013 and Clause 49 of the Listing Agreement. The details of the Committee and its terms of reference are set out in the Corporate Governance Report forming part of the Board's Report.

CORPORATE SOCIAL RESPONSIBILITY

The Board has constituted a Corporate Social Responsibility (CSR) Committee in accordance with Section 135 of the Companies Act, 2013. For the year under review, the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility) Rules, 2014 are not applicable to the Company. However, the Board has approved an amount of Rs. 5 lacs to be spent on CSR activities for the financial year 2015-16.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant and material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 of the Companies Act, 2013 ('the Act') read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees' particulars which is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.

None of the employees listed in the said Annexure is related to any Director of the Company. None of the employees hold (by himself or along with his / her spouse and dependent children) more than 2% of the equity shares of the Company.

BUSINESS RISK MANAGEMENT

Pursuant to the requirement of Clause 49 of the Listing Agreement, the Company has constituted a Risk Management Committee. The details of the Committee and its terms of reference are set out in the Corporate Governance Report forming part of the Board's Report.

The Board of Directors recognize that there are 3 (three) distinct approaches followed in the various standards viz. the "Risk Management Approach" followed by ISO 31000, the "Enterprise Risk Management Framework (2004)" developed by COSO (Committee of Sponsoring Organizations of the Treadway Commission) and the "Risk Aware culture" developed by the Canadian Institute of Chartered Accountants known as the CoCo (Criteria of Control) Framework.

After due reflection, it was felt appropriate to adopt the COSO ERM Framework along with ISO 31000 framework for Risk Management at CMI FPE.

The Company has robust Risk Management processes, aligned with the aforesaid frameworks, to identify, evaluate and treat business risks. The "Risk taxonomy" is aligned with that deployed at Group level. A 7 (seven) point rating scale is used for the dimensions of "likelihood", "impact" and "control". To derive better insight on each Risk ID, risk mapping is carried out based on 3 (three) perspectives, viz likelihood v/s impact, impact v/s control and risk v/s control. The focus is more on operational risk.

The Operations Committee is responsible for carrying out the risk mapping exercise on a bi - annual basis. The results of the risk mapping exercise are actively deliberated at the Audit Committee; going forward, this will be initially done at the Risk Management Committee and thereafter presented to the Audit Committee as well for further deliberation.

The risk mitigation plan is integrated into the entity level annual KPIs and progress monitored on a quarterly basis.

Care is taken to see that the Annual Internal Audit program is properly correlated and aligned with the entity level risk mapping exercise.

The Board of Directors and Audit Committee engage with Management on a periodic basis on matters such as the clarity in the rating scales as defined, the interpretation of the risk maps based on the 3 (three) perspectives elucidated above, the adequacy of the risk mitigation actions, the degree to which "systemic risk" and "cyber risk" have been identified, evaluated and mitigated and so forth.

The entity has recently contracted Disaster Recovery capability for its state-of-the-art ERP Application with an internationally reputed data centre. Measures are also in place to protect its critical Intellectual Property.

HEALTH AND SAFETY

The Company continues to demonstrate a strong commitment towards safety and occupational health of employees at all locations. Your Company has a well established Safety Health & Environment (SHE) Policy. The employees are encouraged to adopt a healthy, safe and environmentally conscious lifestyle. The Company has taken various steps to strengthen the Safety culture across the organization and imparting various trainings at all employee levels. Some specific measures taken in recent months to enhance the entity's safety orientation are detailed in the subsequent paragraphs.

* The strategic focus for safety, health and environmental initiatives has been communicated across the organization from the desk of the Managing Director.

* The work permit procedure, format and declaration for non-routine activities requiring special measures for risk identification and risk mitigation has been recently revised to make it more comprehensive in scope and approach, while focusing on contract workers hired for some specific projects.

* Job safety analysis has been carried out in a more thorough manner for critical machines at our workshop.

* Personal Protection Equipment (PPE hereinafter) matrix has been revised (type of PPE, hazard, body part affected).

* The Entity's Safety Health & Environment (SHE) Policy has been base-lined with the National Policy on SHE (2010), OHSAS 18001:2007.

The Company believes that "Detailed Root Cause Analysis and corrective action for Near Misses", "safety training" with a practical orientation and a "Safety MIS" are the cornerstones of a robust safety program.

Environmental Health and Safety training programs have been carried out focusing on group level policies, procedures, safe work practices. The monthly safety MIS has been aligned with that at CMI Group level. There is a strict policy, mandated by the MD's Office, to deal with "safety violations" and these are tracked through a "safety violations tracker", maintained by the Company's Safety Manager.

The Company's 2 (two) Plants at Taloja and Hedavali have been without any 'Lost Time Accident' for the year under review. We believe this is an outcome of the Company's pro - active approach to safety of its direct and indirect personnel.

The Company is already aligned with CMI Group procedural and reporting practices relating to health and safety. Going forward, every effort will be made to further refine existing safe work practices through focus on the twin initiatives of "safety training" and "safety audit", thereby creating an environment wherein good safety practices are nurtured and encouraged.

PERSONNEL

The industrial relations continued to be cordial at all levels throughout the year. Your Directors wish to thank all the Employees and Workmen of the Company for their contribution, support and continued co-operation throughout the year.

ACKNOWLEDGEMENT

Your Directors would like to express their appreciation for the co-operation and assistance received from the Government authorities, bankers, financial institutions, vendors, customers and shareholders during the year under review.

For and on behalf of the Board

Jean Jouet Chairman Mumbai May 29, 2015


Mar 31, 2014

Dear Shareholders,

The Directors have pleasure in presenting the Twenty-eight Annual Report of the Company, together with the audited Accounts, for the financial year ended March 31, 2014.

1. FINANCIAL PERFORMANCE (Rs in lacs)

PARTICULARS Financial Year Financial Year 2013-2014 2012-2013

Total revenue 45,836.39 54,051.25

profit before provision for doubtful trade receivables, depreciation and amoratisation 855.79 864.23 expense, finance costs and tax expense

Less:

Depreciation and amortisation expense 838.04 460.33

Finance costs 670.20 314.70

Provision for doubtful trade receivables 1,950.94 281.79

(Loss) before Tax (2,603.39) (192.59)

Less: Tax expense:

Net current tax expense 4.09 -

Deferred tax (376.26) (93.23)

(Loss) for the year (2,231.22) (99.36)

Balance brought forward from previous year 4,025.63 4,124.99

Balance to be carried forward 1,794.41 4,025.63

2. DIVIDEND

In view of the loss for the year under review, your Directors regret their inability to recommend any dividend for the year under review.

3. OPERATIONS

The year under review was one of the challenging phase for the Company. The financial results for the year under review and profitability were adversely impacted mainly due to a provision of Rs. 1950.94 lacs made by the Company against a receivable from a foreign customer, which had

TPTremained outstanding in the books of account for over three years for several reasons. The financial results were also impacted due to higher capital charges and depreciation associated with the commissioning of new capacities, and also due to much lower margins on projects under execution due to highly competitive environment.

Volatile business environment, political uncertainty, slower expansion of the domestic economy are impacting the fresh long-term investments and/or existing projects under execution, which resulted in marginal growth in the order entries during the year under review.

4. INDUSTRIAL INFRASTRUCTURE DEVELOPMENT

Your Company''s Taloja plant "Centre of Excellence for Cold Rolling Mills" is now equipped with improved infrastructure, machines, productivity and enhanced capacity. Your Company partially developed land and internal roads at its new facility at Hedavali, near Khopoli, Maharashtra. In the first phase, a state-of-the-art fabrication facility has been set up at this location.

5. DIRECTORS

Mr. Jean Gourp, consequent to his elevation to a new position within CMI Group in Europe, resigned as Managing Director of the Company with effect from April 15, 2013. He continued as an Executive Director of the Company till April 30, 2013 and thereafter, as a Director on the Board. He then also resigned as a Director w.e.f. February 05, 2014.

The Board of Directors (''the Board'') placed on record its appreciation of the valuable services rendered and contribution made by Mr. Gourp during his tenure, first as a Chief Operating officer, Deputy Managing Director and then as Managing Director of the Company.

Mr. Sanjoy Kumar Das was appointed as the Managing Director of the Company w.e.f. April 15, 2013. He resigned as the Managing Director of the Company w.e.f. October 08, 2013.

Subsequently, the Board appointed Mr. Raman Madhok as an Additional Director and also as the Managing Director of the Company w.e.f. October 09, 2013.

The Board also appointed Mr. Fabrice Orban as an Additional Director of the Company w.e.f. February 06, 2014.

Mr. Raman Madhok and Mr. Fabrice Orban hold office up to the date of the forthcoming Annual General Meeting of the Company. The Company has received separate notices from a member under Section 165 of the Companies Act, 2013, signifying its intention to propose Mr. Raman Madhok and Mr. Fabrice Orban as candidates for the office of Director of the Company at the forthcoming Annual General Meeting.

The necessary resolutions proposing appointment of Mr. Fabrice Orban as Director and appointment of Mr. Raman Madhok as Director and Managing Director, are being placed before the Shareholders for approval.

Mr. Jean-Marc Kohlgruber retires by rotation at the forthcoming Annual General Meeting and, being eligible, offers himself for re-appointment.

With the enactment of the Companies Act, 2013 (''the Act'') it is mandatory for every listed company to appoint requisite number of ''Independent Directors'' as Defined in Section 149(6) of the Act. The Company, in compliance with the Listing Agreement, has already appointed Mr. D. J. Balaji Rao, Mr. Raman M. Madhok, Mr. R. N. Tandon and Mr. N. Sundararajan, as Independent Directors in the Board. The Board is of the opinion that the existing Independent Directors fulfl the criteria as specified in Section 149 of the Act and the Rules made thereunder.

Mr. R. N. Tandon (aged about 76 years) a Non-Executive (Independent) Director of the Company, had joined the Board in April, 2001. Mr. Tandon, owing to his commitment to the social activities expressed his unwillingness to be re-appointed as an Independent Director of the Company. However, he continues to be an Independent Director of the Company up to the date of this AGM or any later date, as may be decided.

The Board is also of the opinion that Mr. D. J. Balaji Rao, Mr. Raman M. Madhok and Mr. N. Sundararajan are independent of the management of the Company. Accordingly, the necessary resolutions proposing their appointments as Independent Directors of the Company for a term of five years upto March 31, 2019 are being placed before the Shareholders for approval.

6. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to sub-section (2AA) of Section 217 of the Companies Act, 1956, the Board of Directors of the Company hereby state and confirm that:

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed;

(ii) the Company has in the selection of the accounting policies, consulted the Statutory Auditors and these have been applied consistently and reasonable and prudent judgments and estimates have been made so as to give a true and fair view of the state of affairs of the Company as at March 31, 2014 and of the loss of the Company for the year ended on that date;

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

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

7. CORPORATE GOVERNANCE

A Report on Corporate Governance, along with a Certificate from the Statutory Auditors of the Company regarding the compliance with the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement, forms part of the Annual Report.

Your Company, during the current year, formulated a whistle-blower policy. This policy aims to provide an avenue for directors and employees to raise genuine concerns of any violations of legal or regulatory requirements, actual or suspected fraud or violation of the Company''s code of conduct and ethical business practices.

8. MANAGEMENT DISCUSSION AND ANALYSIS

A Management Discussion and Analysis Report forms part of the Annual Report.

9. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars relating to the energy conservation, technology absorption and foreign exchange earnings and outgo, as required 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 are given as an Annexure to this Report.

10 PARTICULARS OF EMPLOYEES

As required under the provisions of sub-section (2A) of Section 217 of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended, particulars of the employees are set out in an Annexure to this Report. However, as per the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, the Directors'' Report and Accounts are being sent to all the Shareholders of the Company excluding the Statement of particulars of employees. Any Shareholder interested in obtaining a copy of the Statement may write to the Company Secretary of the Company.

11. AUDITORS

M/s. Deloitte Haskins & Sells, Chartered Accountants, retire at the conclusion of the forthcoming Annual General Meeting.

Pursuant to the provisions of Section 139 of the Act read with Rule 6 of the Companies (Audit and Auditors) Rules, 2014, the Audit Committee and the Board have recommended their re-appointment as Auditors of the Company from the conclusion the forthcoming Annual General Meeting till the conclusion of the next Annual General Meeting of the Company at a Remuneration of Rs. 34.50 lacs (plus reimbursement of out-of-pocket expenses).

The Company has received a written consent to such appointment from M/s. Deloitte Haskins & Sells, Chartered Accountants, and a certifcate that the appointment, if made, shall be in accordance with the criteria as specified in Section 141 of the Act.

The necessary resolution is being placed before the Shareholders for approval.

12. COST AUDITOR

Pursuant to the Companies (Cost Audit Report) Rules, 2011, the Company is required to audit its Cost Accounting records relating to Engineering Machinery. M/s. Kishore Bhatia & Associates, Cost Accountants has been appointed as the Cost Auditor of the Company for the financial year 2013-14. The said appointment was subsequently approved by the Central Government. The Cost Audit Report for the financial year 2012-13 was fled on August 28, 2013 (due date for fling was September 30, 2013) with the Ministry of Corporate Affairs.

Pursuant to Section 148 of the Act, the Board of Directors on the recommendation of the Audit Committee, appointed M/s. Kishore Bhatia & Associates, Cost Accountants, as the Cost Auditor of the Company for the financial year 2014-15.

13. HEALTH AND SAFETY

The Company continues to demonstrate a strong commitment towards safety and occupational health of employees at all locations. Your Company has a well established Safety Health & Environment (SHE) Policy. The employees are encouraged to adopt a healthy, safe and environmentally conscious lifestyle. The Company has taken various steps to strengthen the Safety culture across the organization and imparting various trainings at all employee levels.

14. PERSONNEL

The industrial relations continued to be cordial at all levels throughout the year. Your Directors wish to thank all the Employees and Workmen of the Company for their contribution, support and continued co-operation throughout the year.

15. ACKNOWLEDGEMENT

Your Directors would like to express their appreciation for the co-operation and assistance received from the Government authorities, bankers, financial institutions, vendors, customers and shareholders during the year under review.

For and on behalf of the Board

Jean-Marc Kohlgruber Chairman Mumbai May 27, 2014


Mar 31, 2013

Dear Shareholders,

The Directors have pleasure in presenting the Twenty-seventh Annual Report of the Company, together with the audited Accounts, for the financial year ended March 31, 2013.

1. FINANCIAL PERFORMANCE

(Rs. in Lacs)

PARTICULARS Financial Year Financial Year 2012-2013 2011-2012

Total revenue 54,051.25 35,762.02

Profit before Depreciation and amortisation expenses, Finance Costs 582.44 2,253.88 and Tax

Less:

Depreciation and amortisation expense 460.33 438.72

Finance costs 314.70 179.97

Profit /(Loss) before Tax (192.59) 1,635.19

Less: Tax expense:

Net current tax expense - 577.87

Deferred tax (93.23) (38.80)

Profit/(Loss) for the year (99.36) 1,096.12

Balance brought forward from previous year 4,124.99 3,425.42

Profit available for Appropriation 4,025.63 4,521.54

Appropriation:

Ordinary Dividend - 246.89

Income Tax on Dividend - 40.05

Transferred to General Reserve - 109.61

Balance to be carried forward 4,025.63 4,124.99

2. DIVIDEND

In view of the nominal loss for the year under review, your Directors regret their inability to recommend any dividend for the year under review.

3. OPERATIONS

The year under review was very challenging for the Company. Your Company has secured substantial growth in the Total revenue of the Company by 51.14% to Rs. 54,051.25 Lacs in the year under review as compared to Rs. 35,762.02 Lacs in the previous year. Simultaneously, the Company has also successfully completed the major expansion and modernization plan at its Taloja plant.

Despite this, mainly due to difficult economic conditions coupled with fierce competition, high inflationary market conditions resulted in higher input cost, severe pressure on margins, which resulted in marginal operating loss for the year under review.

Members are aware that business environment continues to be volatile due to global slowdown, uncertain environment and high fiscal deficit and inflation. This is impacting the fresh long-term investments and/or delaying execution of existing projects, which resulted in modest growth in order entries during the year under review.

4. INDUSTRIAL INFRASTRUCTURE DEVELOPMENT

Your Company, in the last month of the year under review, successfully completed the modernization and expansion plan of its Taloja plant, thus making it the "Centre of Excellence for Cold Rolling Mills". The Plant is now equipped with improved infrastructure, machines, productivity and enhanced capacity.

Your Company progressively started development of land and internal roads at its proposed Greenfield facility at Hedavali, near Khopoli, Maharashtra. In the first phase, a state-of-the art fabrication facility is being set up at this location.

5. DIRECTORS

Mr. Jean Gourp, consequent to his elevation to a new position within CMI Group in Europe, resigned as Managing Director of the Company with effect from the conclusion of the Board Meeting on April 15, 2013. He continued as an Executive Director of the Company till April 30, 2013 and thereafter, he continues as a Director on the Board.

The Board of Directors (''the Board'') placed on record its appreciation of the valuable services rendered and contribution made by Mr. Gourp during his tenure, first as a Chief Operating Officer, Deputy Managing Director and then as Managing Director of the Company.

Mr. Sanjoy Kumar Das was appointed as an Additional Director of the Company w.e.f. April 15, 2013 by the Board. He was also appointed as the Managing Director of the Company for a period of five years with effect from the conclusion of the Board Meeting on April 15, 2013.

Mr. Das holds office up to the date of the forthcoming Annual General Meeting of the Company. The Company has received a notice from a member under section 257 of the Companies Act, 1956, signifying his intention to propose Mr. Das as candidate for the office of Director of the Company at the forthcoming Annual General Meeting.

The necessary resolution proposing his appointment and the remuneration payable to him is being placed before the Shareholders for approval.

Mr. R. N. Tandon and Mr. Jean Gourp retire by rotation at the ensuing Annual General Meeting and, being eligible, offer themselves for re- appointment.

6. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to sub-section (2AA) of section 217 of the Companies Act, 1956, the Board of Directors of the Company hereby state and confirm that:

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed;

(ii) the Company has in the selection of the accounting policies, consulted the Statutory Auditors and these have been applied consistently, and reasonable and prudent judgments and estimates have been made so as to give a true and fair view of the state of affairs of the Company as at March 31, 2013 and of the loss of the Company for the year ended on that date;

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

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

7. CORPORATE GOVERNANCE

A Report on Corporate Governance, along with a Certificate from the Statutory Auditors of the Company regarding the compliance with the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement, forms part of the Annual Report.

8. MANAGEMENT DISCUSSION AND ANALYSIS

A detailed analysis of the Company''s performance is discussed in the Management Discussion and Analysis Report, which forms part of the Annual Report.

9. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars relating to the energy conservation, technology absorption and foreign exchange earnings and outgo, as required 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 are given as an Annexure to this Report.

10 PARTICULARS OF EMPLOYEES

As required under the provisions of sub-section (2A) of section 217 of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended, particulars of the employees are set out in an Annexure to this Report. However, as per the provisions of section 219(1 )(b)(iv) of the Companies Act, 1956, the Directors'' Report and Accounts are being sent to all the Shareholders of the Company excluding the Statement of particulars of employees. Any Shareholder interested in obtaining a copy of the Statement may write to the Company Secretary of the Company.

11. AUDITORS

M/s. Deloitte Haskins & Sells, Chartered Accountants, retire at the conclusion of the forthcoming Annual General Meeting.

The Company has received a certificate from the above Auditors, proposed to be re-appointed, to the effect that their re-appointment, if made, would be in conformity with the limits specified under section 224(1B) of the Companies Act, 1956. The Audit Committee and the Board have recommended their re-appointment. The necessary resolution is being placed before the Shareholders for approval.

12. COST AUDITOR

Pursuant to the Companies (Cost Audit Report) Rules, 2011, the Company is required to audit its Cost Accounting records relating to Engineering Machinery starting from the financial year 2012-13.

M/s. Kishore Bhatia & Associates, Cost Accountants has been appointed as the Cost Auditor of the Company for the financial year 2012-13. The said appointment was subsequently approved by the Central Government. The due date for filing of Cost Audit Report with the Ministry of Corporate Affairs for the financial year 2012-13 is on or before September 30, 2013.

Pursuant to section 233B of the Companies Act, 1956, the Board of Directors on the recommendation of the Audit Committee, appointed M/s. Kishore Bhatia & Associates, Cost Accountants, as the Cost Auditor of the Company for the financial year 2013-14, subject to approval of the Central Government.

13. HEALTH AND SAFETY

The Company continues to demonstrate a strong commitment towards safety and occupational health of employees at all locations. Your Company has a well established Safety Health & Environment (SHE) Policy.

The employees are encouraged to adopt a healthy, safe and environmentally conscious lifestyle. The Company has taken various steps to strengthen the Safety culture across the organization and imparting various trainings at all employee levels.

14. PERSONNEL

The industrial relations continued to be cordial at all levels throughout the year. Your Directors wish to thank all the Employees and Workmen of the Company for their contribution, support and continued co-operation throughout the year.

15. ACKNOWLEDGEMENT

Your Directors would like to express their appreciation for the co-operation and assistance received from the Government authorities, bankers, financial institutions, vendors, customers and shareholders during the year under review.

For and on behalf of the Board

Jean-Marc Kohlgruber

Chairman

Mumbai

May 29, 2013


Mar 31, 2012

The Directors have pleasure in presenting the Twenty-Sixth Annual Report of the company, together with the audited Accounts, for the financial year ended March 31, 2012.

1. FINANCIAL PERFORMANCE

(Rs in Lacs) FINANCIAL RESULTS Financial Year Financial Year 2011-2012 2010-2011

Total revenue 35,762.02 44,364.20

Profit before Depreciation and amortisation expenses, Finance 2,253.88 7,947.06 Costs and Tax

Less:

Depreciation and amortisation expense 438.72 490.93

Finance costs 179.97 358.79

Profit before Tax 1,635.19 7,097.34

Less: Tax expense:

Current tax expense (Net) 577.87 1,760.83

Deferred tax (38.80) 618.65

Profit for the year 1,096.12 4,717.86

Balance brought forward from previous year 3,425.42 2,481.83

Profit available for Appropriation 4,521.54 7,199.69

Appropriation:

Proposed Dividend:

- Ordinary Dividend 246.89 493.78

- Special Silver Jubilee Dividend - 493.78

Income Tax on Dividend(s) 40.05 160.21

Transferred to General Reserve 109.61 2,626.50

Balance to be carried forward 4124.99 3,425.42

2. DIVIDEND

Your Directors are pleased to recommend a dividend of Rs 5 (i.e. 50%) per equity share of the face value of Rs 10 each for the financial year ended March 31, 2012, payable to those Shareholders whose names appear in the Register of Members as on the Book Closure Date.

The total dividend outgo for the Year under review, inclusive of tax on distributed profits would absorb a sum of Rs 286.94 Lacs (as against Rs 1,147.77 Lacs comprising the ordinary dividend of Rs 10 per equity share, and the Special Silver Jubilee Dividend of Rs 10 per equity share paid for the previous year).

3. OPERATIONS

The year under review was unusual in many ways. Members are aware of the global slowdown, considering the world situation and that India has been witnessing uncertain environment, high fiscal deficit, high inflation and extreme currency volatility; India's growth in FY 2011-12, though lower compared to earlier years, has still been one of the best performing in the world.

However, owing to current market conditions, exchange losses and execution schedules of some of the ongoing projects being revised by the customers, the financial results for the year under review were adversely affected.

4. INDUSTRIAL INFRASTRUCTURE DEVELOPMENT

Your Company, in view of the prospective growth of the Steel Industry mainly related to Flat Products in India and abroad and in order to make Taloja as "Centre of Excellence for Cold Rolling Mills", has implemented modernization and expansion plan at Taloja plant, leading to improved infrastructure, machines, productivity and capacity of the Taloja Plant.

Your Company has also acquired land for a "greenfield" facility at Hedavali, near Khopoli, Maharashtra for its future expansion needs.

5. DIRECTORS

Mr. Yves Honhon and Mr. Raman M. Madhok retire by rotation at the ensuing Annual General Meeting and, being eligible, offer themselves for re-appointment.

Mr. Raman Madhok resigned as Managing Director and Director of the Company with effective from the close of working hours on August 23, 2011. The Board wishes to place on record its appreciation of the valuable services rendered and contribution made by

Mr. Raman Madhok during his tenure, first as an Advisor and then as Managing Director of the Company.

Mr. Fabrice Orban was appointed as an Additional Director on the Board of Directors of the Company on November 17, 2011. He resigned as an Additional Director w.e.f. March 21, 2012, consequent to his taking up a different assignment within the CMI Group in Europe.

6. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to sub-section (2AA) of section 217 of the Companies Act, 1956, the Board of Directors of the Company hereby state and confirm that:

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed;

(ii) the Company has in the selection of the accounting policies, consulted the Statutory Auditors and these have been applied consistently, and reasonable and prudent judgments and estimates have been made so as to give a true and fair view of the state of affairs of the Company as at March 31, 2012 and of the profit of the Company for the year ended on that date;

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

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

7. CORPORATE GOVERNANCE

A Report on Corporate Governance, along with a Certificate from the Statutory Auditors of the Company regarding the compliance with the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement, forms part of the Annual Report.

8. MANAGEMENT DISCUSSION AND ANALYSIS

A detailed analysis of the Company's performance is discussed in the Management Discussion and Analysis Report, which forms part of the Annual Report.

9. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars relating to the energy conservation, technology absorption and foreign exchange earnings and outgo, as required 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 are given in the Annexure to this Report.

10. PARTICULARS OF EMPLOYEES

As required under the provisions of sub-section (2A) of section 217 of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended, particulars of the employees are set out in an Annexure to the Directors' Report. However, as per the provisions of section 219(1 )(b)( iv) of the Companies Act, 1956, the Directors' Report and Accounts are being sent to all the Shareholders of the Company excluding the Statement of particulars of employees. Any Shareholder interested in obtaining a copy of the Statement may write to the Company Secretary of the Company.

11. AUDITORS

M/s. Deloitte Haskins & Sells, Chartered Accountants, retire at the conclusion of the forthcoming Annual General Meeting.

The Company has received a certificate from the above Auditors, proposed to be re-appointed, to the effect that their reappointment, if made, would be in conformity with the limits specified under the provisions of section 224(1 B) of the Companies Act, 1956.

12. HEALTH AND SAFETY

The Company continues to demonstrate a strong commitment towards safety and occupational health of employees at all locations. Your Company has a well established Safety Health & Environment (SHE) Policy. The employees are encouraged to adopt a healthy, safe and environmentally conscious lifestyle. The Company has taken various steps to strengthen the Safety culture across the organization and imparting various trainings at all level of employees.

13. PERSONNEL

The industrial relations continued to be cordial at all levels throughout the year. Your Directors wish to place on record their appreciation of the dedicated services rendered by all Executives, Staff and Workmen of the Company.

14. ACKNOWLEDGEMENT

Your Directors would like to express their appreciation for the co-operation and assistance received from the Government authorities, the financial institutions, banks, vendors, customers and shareholders during the year under review.

For and on behalf of the Board

Jean-Marc Kohlgruber

Chairman

Mumbai

May 29, 2012


Mar 31, 2011

The Directors have pleasure in presenting the Twenty-Fifith Annual Report together with the audited statements of Accounts for the financial year ended March 31, 2011.

1. financial Performance

(Rs in lacs)

financial results financial Year financial Year 2010-2011 2009-2010

Sales and Other Income 44,363.08 40,299.64

Profit before Interest, Depreciation & Tax 7,602.23 4,983.62

Interest 2.77 137.56

Profit before Depreciation & Tax 7,599.46 4,846.06

Depreciation 490.93 530.68

Profit before Tax 7,108.53 4,315.38

Provision for Tax - Current 1,873.00 1,720.00

- Deferred 618.65 (171.92)

- Wealth Tax 0.23 -

Tax relating to earlier year (net) (101.21) 38.66

Profit afiter Tax 4,717.86 2,728.64

Balance brought forward from previous year 2,481.83 1,328.98

Profit available for Appropriation 7,199.69 4,057.62

appropriation:-

Proposed Dividend -Ordinary Dividend 493.78 493.78

- Special Silver Jubilee Dividend 493.78 -

Income Tax on Dividends 160.21 82.01

Transferred to General Reserve 2,626.50 1,000.00

Balance carried forward 3,425.42 2,481.83

7,199.69 4,057.62

2. dividend

Your Directors are pleased to recommend a dividend of Rs10 per equity share for the financial year ended March 31, 2011 and also a Special Silver Jubilee Dividend of Rs 10 per equity share, as the Company completes its twenty fve years of existence, aggregating Rs20 per equity share of the face value of Rs10 each, payable to those Shareholders whose names appear in the Register of Members as on the Book Closure Date.

The total dividend outgo for the Year under review, inclusive of tax on distributed profits would absorb a sum of Rs1,147.77 Lacs (as against Rs575.79 Lacs comprising the dividend of Rs10 per equity share of Rs10 each paid for the previous year).

3. oPerations

During the year under review, your Company achieved total Income of Rs44,363.08 Lacs as compared to the total Income of Rs. `Rs.40,299.64 Lacs in the previous year registering a growth of 10.08%. The total sales include export sales of Rs12,380.25 Lacs as compared to the previous year of Rs 10,397.66 Lacs, registering a growth of 19.07%. The profit afiter tax for the year is Rs4,717.86 Lacs as compared to Rs 2,728.64 Lacs for the previous year registering a growth of 72.90%.

4. fiXed dePosit

Your Company has not accepted any deposits from the public during the year under review.

5. direCtors

Mr. Jean-Marc Kohlgruber and Mr. D. J. Balaji Rao retire by rotation at the ensuing Annual General Meeting and, being eligible, offer themselves for re-appointment.

Mr. N. Sundararajan was appointed as an Additional Director on the Board of Directors of the Company on October 28, 2010 and holds offce up to the date of the forthcoming Annual General Meeting of the Company.

The Company has received a notice from a member under section 257 of the Companies Act, 1956, signifying his intention to propose Mr. N. Sundararajan as candidate for the offce of Director of the Company at the forthcoming Annual General Meeting.

Mr. Raman Madhok has resigned as Managing Director and Director of the Company, the resignation to be effective from the close of working hours on August 23, 2011.

Mr. Jean Gourp, Deputy Managing Director of the Company has been re-designated as Managing Director of the Company effective from August 24, 2011.

6. direCtors resPonsiBilitY stateMent

Pursuant to sub-section (2AA) of section 217 of the Companies Act, 1956, the Board of Directors of the Company hereby state and confrm that:

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed;

(ii) the Company has in the selection of the accounting policies, consulted the Statutory Auditors and these have been applied consistently, and reasonable and prudent judgements and estimates have been made so as to give a true and fair view of the state of affairs of the Company as at March 31, 2011 and of the profit of the Company for the year ended on that date;

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

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

7. CorPorate GoVernanCe

A Report on Corporate Governance along with a Certifcate from the Statutory Auditors of the Company regarding the compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report.

Directors explanation to Auditors Certifcate on Corporate Governance:

As regard the Auditors observations in para (i), (ii) and (iii) of their Certifcate on Corporate Governance, the detailed responses/ explanations are given in items I, III and VII of the Corporate Governance Report.

8. ManaGeMent disCUssion and analYsis

A detailed analysis of the Companys performance is discussed in the Management Discussion and Analysis Report, which forms part of the Annual Report.

9. enerGY ConserVation, teChnoloGY aBsorPtion and foreiGn eXChanGe earninGs and oUtGo

The particulars relating to the energy conservation, technology absorption and foreign exchange earnings and outgo, as required 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 are given in the Annexure to this Report.

10. PartiCUlars of eMPloYees

As required under the provisions of sub-section (2A) of section 217 of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended, particulars of the employees are set out in an Annexure to the Directors Report. However, as per the provisions of section 219(1)(b)(iv) of the Companies Act, 1956, the Directors Report and Accounts are being sent to all the Shareholders of the Company excluding the Statement of particulars of employees. Any Shareholder interested in obtaining a copy of the Statement may write to the Company Secretary of the Company.

11. aUditors

M/s. Deloitte Haskins & Sells, Chartered Accountants, retire at the conclusion of the forthcoming Annual General Meeting.

The Company has received a certifcate from the above Auditors, proposed to be re-appointed, to the effect that their re- appointment, if made, would be in conformity with the limits specifed under the provisions of Section 224(1B) of the Companies Act, 1956.

12. health and safetY

The Company continues to demonstrate a strong commitment towards safety and occupational health of employees at all locations. Your Company has a well established Safety Health & Environment (SHE) Policy. The employees are encouraged to adopt a healthy, safe and environmentally conscious lifestyle.

13. Personnel

The industrial relations continued to be cordial at all levels throughout the year. Your Directors wish to place on record their appreciation of the dedicated services rendered by all Executives, Staff and Workmen of the Company.

14. aCKnoWledGeMent

Your Directors would like to express their appreciation for the co-operation and assistance received from the Government authorities, the financial institutions, banks, vendors, customers and shareholders during the year under review.

for and on behalf of the Board

Jean-Marc Kohlgruber Chairman

Mumbai May 24, 2011


Mar 31, 2010

The Directors have pleasure in presenting the Twenty Fourth Report on the business and operations of the Company together with the Audited Statements of Accounts for the Financial Year ended March 31, 2010.

1. FINANCIAL RESULTS

The following is the summary of fi nancial performance of the Company during the year under review.

FINANCIAL RESULTS Current Year Previous Year 2009-2010 2008-2009 (Rs.in Lacs) (Rs.in Lacs) Sales and Other Income 40,253.89 46,477.12 Profi t before Interest, Depreciation & Tax 4,983.62 2,850.73 Interest 137.56 522.17 Profit before Depreciation & Tax 4,846.06 2,328.56 Depreciation 530.68 560.00 Profit before Tax 4,315.38 1,768.56 Provision for Tax - Current 1,720.00 1,700.00 - Deferred (171.92) (992.69) Tax relating to earlier year (net) 38.66 753.95 Fringe Benefit Tax - 39.47 Profit after Tax 2,728.64 267.83 Balance brought forward from previous year 1,328.98 1,196.78 Profit available for Appropriation 4,057.62 1,464.61 Appropriation:- Proposed Dividend 493.78 98.76 Income Tax on Dividend 82.01 16.78 Transferred to General Reserve 1,000.00 20.09 Balance carried forward 2,481.83 1,328.98 4,057.62 1,464.61

2. DIVIDEND

Your Directors have recommended a dividend of Rs 10/- (Previous year Rs. 2/-) per equity share of face value of Rs. 10/- for the fi nancial year ended March 31, 2010, which on approval at the forthcoming Annual General Meeting, will be paid

i) to those equity Shareholders, holding shares in physical form, whose names appear on the Register of Members of the Company at the close of business hours on July 31, 2010, after giving effect to all valid transfers in physical form lodged with the Company or its Registrar and Share Transfer Agent before July 24, 2010

ii) to those benefi cial owners, holding shares in electronic form, whose names appear in the statement of benefi cial owners furnished by Depositories to the Company as at the close of business hours on July 24, 2010

The total proposed dividend amount shall be Rs. 575.79 lacs including dividend tax for the fi nancial year 2009-2010 (Previous year Rs.115.54 lacs).

3. TRANSFER TO RESERVES

The Company proposes to transfer Rs. 1,000.00 lacs (Previous year 20.09 lacs) to the General Reserve out of the amount available for appropriations. An amount of Rs. 2,481.83 lacs (Previous year Rs. 1,328.98 lacs) has been proposed to be retained in the Profi t and Loss Account.

4. OPERATIONS

During the year under review your Company achieved net turnover of Rs. 38,721.90 lacs against the preceding year’s level of Rs. 45,394.77 lacs. The Sales includes export sales of Rs.10,397.66 lacs against previous year’s Rs. 33,241.03 lacs. Sharp decline in the export sales pertains to global economic slowdown. However, Company successfully targeted the domestic market, which was less affected by the downturn in the economy. The profi t after tax for the year is Rs. 2,728.64 lacs against Rs.267.83 lacs for the previous year.

5. FIXED DEPOSIT

Your Company has not accepted any deposits from the public during the year under review.

6. DIRECTORS

Mr. K. R. Iyer and Dr. N. S. Datar retired as Directors w.e.f. September 11, 2009.

The Board of Directors places on record its appreciation for their contribution and guidance to the Board and to the Management.

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Ravindra Nath Tandon retires by rotation at the ensuing Annual General Meeting, and being eligible, offers himself for re-appointment. The particulars of Director(s) who are seeking re-appointment at the ensuing Annual General Meeting are furnished in the Corporate Governance Section annexed to this report.

During the Board of Directors meeting held on May 20, 2010 Mr. Rob Johnson, Managing Director tendered his resignation from the said post w.e.f. July 15, 2010. Consequently Mr. Raman Madhok is appointed as Managing Director w.e.f. July 16, 2010. Mr. Raman Madhok has been associated with the Company as an Advisor to the Board since last two years. Further Mr. Jean Gourp, Chief Operating Offi cer of the Company has been elevated to the position of Deputy Managing Director w.e.f. May 20, 2010.

The Board also places on record its appreciation for the tremendous contribution and efforts of Mr. Rob Johnson in serving the Company in his span of two years. During his tenure he successfully accomplished various task the most important being the post acquisition integration of the Company within the CMI fold.

7. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to sub-section (2AA) of Section 217 of the Companies Act, 1956, the Board of Directors of the Company hereby state and confi rm that:

a) in the preparation of the Annual Accounts for the year under review, the applicable accounting standards have been followed;

b) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the fi nancial year 2009-2010 and of the profi t of the Company for that period;

c) the Directors had taken proper and suffi cient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors had prepared the annual accounts for the year ended on March 31, 2010 on a going concern basis.

8. INSURANCE

The Insurable interest in all the properties of the Company including building, plant and machinery, stocks have been adequately insured.

9. DISCLOSURES

The information with regards to conservation of energy, technology absorption and foreign exchange earnings and outgo pursuant to the Company’s (Disclosures of particulars in the report of the Board of Directors) Rules, 1988 are given in Annexure ‘‘A’’ forming part of this report.

10. PARTICULARS OF EMPLOYEES

The information as required u/s. 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rule of 1975, as amended from time to time, forms part of this Report. However, as per the provisions of section 219(1)(b)(iv) of the Companies Act, 1956, the Report and Accounts are being sent to all shareholders of the Company excluding the information relating to the statement of particulars of employees. Any shareholder interested in obtaining such particulars may inspect the same at the Registered Offi ce of the Company or write to the Company Secretary for a copy.

11. CORPORATE GOVERNANCE

Pursuant to clause 49 of the Listing Agreement with Stock Exchange, a report on Corporate Governance along with a certifi cate from the auditors are given in Annexure “B” forming part of this report.

12. MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to clause 49 of the Listing Agreement with Stock Exchange, a section on management discussion and analysis is given in Annexure “C” forming part of this report.

13. AUDITORS

Deloitte Haskins & Sells., Chartered Accountants, retire at the conclusion of the forthcoming Annual General Meeting. Deloitte Haskins & Sells., being eligible, have offered themselves for re-appointment and have confi rmed that their appointment, if made, would be within the limit prescribed under Section 224 (1B) of the Companies Act, 1956.

14. HEALTH AND SAFETY

The Company continues to accord high priority to health and safety of employees at all locations. The Company has adopted Safety Health & Environment (SHE) Policy. The employees are encouraged to adopt a healthy, safe and environmentally conscious working style.

15. PERSONNEL

The industrial relations continued to be cordial at all levels. Your Directors wish to place on record their appreciation of the dedicated services rendered by all Executives, Staff and Workmen of the Company.

16. ACKNOWLEDGEMENT

Your Directors record their sincere gratitude to the Central Government, Government of Maharashtra and Financial Institutions. The Company expresses its thanks to the Bankers for their support and co-ordination in the form of excellent services rendered by them and Shareholders, Business Associates, Customers for their continued support and faith in the Company.

By Order of the Board of Directors Rob Johnson Managing Director

Registered Office: "Mehta House", Plot No. 64, Road No. 13, MIDC, Andheri (E), Mumbai 400 093.

Place : Mumbai Date : May 20, 2010

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