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Directors Report of CMI FPE Ltd.

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

 
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