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Directors Report of Coromandel Engineering Company Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the 67th Annual Report of the Company together with the Audited Financial Statements for the year ended 31st March, 2015.

The performance highlights of the Company for the year are summarized below:

FINANCIAL RESULTS:

(Rs. in Lakhs)

Particulars 2014-2015 2013-2014

Gross Income 23129.08 20033.93

Profit before interest and depreciation 2212.22 266.22

Finance charges 1669.37 1286.39

Gross Profit 542.85 (1020.17)

Depreciation and Amortisation expenses 488.90 223.31

Net Profit before tax 53.95 (1243.48)

Provision for tax (58.46) (355.31)

Net Profit after tax 112.41 (888.17)

Balance of Profit brought forward (2764.33) (1876.16)

Surplus carried to Balance Sheet (2693.59)* (2764.33)

* - after adjustment of Rs.41.67 Lakhs due to change in revised useful life of fixed assets.

OPERATIONS AND PERFORMANCE

For the year under review, Your Company achieved a gross income of Rs. 23129.08 lakhs and profit before tax of Rs. 53.95 lakhs, as against the gross income of Rs.20033.93 lakhs and loss of Rs.1243.48 lakhs before tax, for the previous year.

Your Company's operations were impacted during the year due to a general slow down in investment/ expansions in the industry segments where the Company is present. There were also issues like delayed payments by certain customers, which affected the cash flow and hence, the speed of execution by the Company. The Company continued its initiative on process improvements to increase productivity and project margins.

Your Company participated in several tenders during the year in industrial, commercial and residential segments across select geographies. Your company quoted for tenders worth Rs. 122019 lakhs during the year and bagged orders to the tune of Rs. 4074 lakhs, in the industrial and commercial construction segment.

On the Property Development business, Your Company focused on completion and sale of the existing projects. Your Company has completed the execution of all the projects on hand and also the sale of apartments in the major project at Coimbatore during the last quarter. Your Company also undertook certain property development projects and related services in Chennai, revenue from which were received in the last quarter. The turnover from property development business was at Rs.11448 lakhs for the year as against Rs. 2975 lakhs in the previous year.

The depreciation for the year increased to ' 488.90 lakhs as compared toRs.223.31 lakhs for the previous year, on adoption of the revised useful life of assets as per Schedule II of the Companies Act, 2013. In line with transitional provisions, where the remaining revised useful life was 'Nil' for assets held as on 01st April 2014, an amount of Rs. 41.67 Lakhs has been recognised in the opening balance of retained earnings (net of deferred tax of Rs. 18.66 lakhs).

Thanks to the improvement in revenue and various other measures taken by the Company, the PBIT of the Company during the year has improved to Rs. 1723.32 lakhs as compared to Rs. 42.91 lakhs during the previous year. The finance cost for the year was at Rs. 1669.37 lakhs as compared to Rs.1286.39 lakhs for the previous year. The increase in finance cost was due to higher borrowings during most part of the year. During the last quarter, the Company realised significant cash flows through sale of apartments, refund of deposits and overdue collections. This helped the Company in reducing the long term borrowings.

During the year, Your Company had focused on utilization of existing plant and machinery and the capital expenditure during the year was restricted to Rs. 58.78 lakhs. The Company reviewed the requirement of existing plant and machinery based on the completion of certain projects and took efforts to dispose off surplus and used assets.

DIVIDEND

Taking into account overall financial performances of the Company, your Directors have not recommended any dividend for the financial year 2014-2015. The Company has not transferred any amount to general reserve.

During the year, the unclaimed dividend amounting to Rs.61,423/- pertaining to dividend for the year ended 31st March, 2007 was transferred to the Investor Education & Protection Fund. The company has uploaded the details relating to unclaimed dividend on its website for the benefit of its shareholders.

SHARE CAPITAL

The paid up Equity share capital of the Company as on 31.03.2015 was Rs.332,335,980/-. During the year under review, the Company has not issued shares with differential voting rights nor granted stock options nor sweat equity shares. As on 31st March, 2015, Mr. M M Venkatachalam, Chairman, holds 4,51,610 equity shares and Mr. M A M Arunachalam, Director, holds 3,61,610 equity shares of the Company.

The paid up Preference Share capital of the Company as on 31.03.2015 was '7,00,00,000/-.

DETAILS OF DEPOSITS

The Company has not accepted any Deposits covered under Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

PARTICULARS OF LOANS/GUARANTEES/ INVESTMENTS

The Company has not extended any loans, guarantees nor made any investments covered under the provisions of Section 186 of the Companies Act, 2013.

RISK MANAGEMENT

The Board of Directors have established a review and monitoring process with the management to ensure that the risks pertaining to the business are identified, steps are taken to manage and mitigate the same and periodical updates are discussed. Pursuant to Clause 49 of the Listing Agreement, the Board had constituted a Risk Management Committee during the year. The details of the said Committee and its terms of reference are set out in the Corporate Governance Report forming part of the Board's Report.

DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS

In addition to the Internal Controls on Operations, the Board has laid emphasis on adequate internal financial controls to ensure that the financial affairs of the Company are carried out with due diligence. Apart from Internal Audit function which scrutinizes all the financial transactions, there are also processes laid down, leading to CFO/CEO certification to Board on the adequacy of Internal Financial Controls.

DIRECTORS

At the 66th Annual General Meeting held on 30th July, 2014, Mr. J Srinivasan (DIN:00063660) was appointed as an Independent Director for a period of 1 year with effect from 30th July, 2014. Mr. S.S.Rajsekar (DIN:00125641), Mr. V. Venkiteswaran (DIN:00062246) and Mr. N V Ravi (DIN : 00277255) were appointed as Independent Directors for a period of 5 years with effect from 30th July, 2014 for a term upto the conclusion of the 71st Annual General Meeting to be held in the calendar year 2019. They are not liable to retire by rotation.

REAPPOINTMENT OF RETIRING DIRECTORS

Mr. M M Venkatachalam, Chairman (DIN:00152619) retires by rotation pursuant to Section 152(6) of the Companies Act, 2013 and Article 93 of the Articles of Association at the forth coming Annual General Meeting and being eligible, offers himself for re-appointment.

APPOINTMENT OF DIRECTORS

During the year, Mr. P. Nagarajan (DIN: 00110344) and Ms. G. Jalaja (DIN: 00149278) were appointed as Additional Directors of the Company on 30.07.2014 and 20.03.2015 respectively.

RESIGNATION OF DIRECTORS

During the year, Mr. J Srinivasan, Independent Director (DIN: 00063660) had resigned from the Board of Directors and the same was accepted by the Board with effect from the close of business hours on 31st October, 2014. Mr. V Venkiteswaran, Independent Director (DIN: 00062246) had resigned from the Board of Directors and the same was accepted by the Board with effect from the close of business hours on 11th March, 2015.

Your Directors place on record their grateful appreciation of the valuable services rendered and contributions made by Mr. J. Srinivasan and Mr. V. Venkiteswaran, during their tenure of office as Directors of the Company.

APPOINTMENT OF KEY MANAGERIAL PERSONNEL

During the year, Mr. A. Suryanarayan was appointed by the Board as Manager of the Company and a Key Managerial Person under Section 203 of the Companies Act, 2013, which was approved by the members at the 66th Annual General Meeting of the Company held on 30th July, 2014.

Mr. K Ramakrishnan was appointed as the Chief Financial Officer of the Company and a Key Managerial Person with effect from 1st August, 2014.

RESIGNATION OF KEY MANAGERIAL PERSONNEL

Mr. A Suryanarayan, Manager had resigned from the services of the Company with effect from the close of business hours on 30th November, 2014.

The Board based on the recommendations of the Nomination & Remuneration Committee has appointed Mr. N. Velappan as Manager of the Company and a Key Managerial Person under Section 203 of the Companies Act, 2013 with effect from 01st May 2015, which is subject to the approval of the members at the ensuing Annual general Meeting for the remuneration to be paid.

EVALUATION OF BOARD'S PERFORMANCE

As per the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as evaluation of the working of its Audit Committee, Nomination and Remuneration Committee, Risk Management Committee and Stakeholders Relationship Committee. The manner in which the evaluation has been carried out is explained in the Corporate Governance Report.

REMUNERATION POLICY

Pursuant to Section 178(3) of the Companies Act, 2013, the Board on the recommendations of the Nomination and Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and other employees and their remuneration. The details of the Remuneration Policy are stated in the Corporate Governance Report.

NUMBER OF THE MEETINGS OF THE BOARD

The Board had met five (5) times during the financial year ended 31st March 2015, on 29th April 2014, 30th July 2014, 31st October 2014, 29th January 2015 and 6th March 2015. Except on 6th March, 2015, the Audit Committee had also met on the same dates. The details of the said meetings are given in the Corporate Governance Report. The intervening gap between the meetings was within the period as prescribed under the Companies Act, 2013.

DIRECTOR'S 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 Section 134 (3) (c) of the Companies Act, 2013:

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

(b) that the directors had selected such accounting policies as mentioned in Note No. 27 of the Financial Statements and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 31st March, 2015 and of the profit of the company for the year ended on that date;

(c) that the directors had taken proper and sufficient care for the 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) that the annual accounts for the year ended 31st March, 2015 have been prepared on a 'going concern' basis;

(e) that the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(f) that the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declaration from each Independent Director of the Company under Section 149(7) of the Companies Act, 2013 (Act) stating that the Independent Directors of the Company met with the criteria of Independence laid down in Section 149(6) of the Act.

RELATED PARTY TRANSACTIONS

All transactions with Related Parties entered during the financial year were in the ordinary course of business and on an arm's length basis. There were 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. None of the Directors has any pecuniary relationships or transactions vis-a-vis the Company other than reimbursement of expenses incurred, if any, for attending the Board meeting.

The Related Party Transactions are placed before the Audit Committee for review and approval as per the terms of the Policy for dealing with Related Parties. Prior omnibus approval of the Audit Committee is obtained on a quarterly basis for transactions which are foreseen and of repetitive nature. The statement containing the nature and value of the transactions entered into during the quarter is presented at every subsequent Audit Committee meeting by the CFO for the review and approval of the Committee. Further, transactions proposed in subsequent quarter are also presented. Besides, the Related Party Transactions are also reviewed by the Board on an annual basis. The details of the Related Party Transactions are provided in the accompanying financial statements. There are no contracts or arrangements entered into with Related Parties during the year ended 31st March 2015 to be reported under section 188(1). The policy on dealing with Related Parties as approved by the Board is uploaded and is available on the Company's website at the following link: http://www.coromandelengg.com/Inv_policies.html.

EXPLANATION AND COMMENTS

The reports of statutory auditors and that of the secretarial auditors are self explanatory and have no adverse comments.

MATERIAL CHANGE

There is no material change or commitments after the closure of the financial year.

COMPOSITION OF AUDIT COMMITTEE

Pursuant to Section 177 of the Companies Act, 2013, the Audit Committee was reconstituted by the Board of Directors and consists of the following members:

1. Mr. P Nagarajan - Chairman

2. Mr. M A M Arunachalam - Member

3. Mr. S S Rajsekar - Member

4. Mr. N V Ravi - Member

The Board has accepted the recommendations of the Audit Committee and there were no incidences of deviation from such recommendations during the financial year under review.

VIGIL MECHANISM

The Company has devised a vigil mechanism in pursuance of provisions of Section 177(10) of the Companies Act, 2013 for Directors and employees to report genuine concerns or grievances to the Audit Committee in this regard and details whereof are available on the Company's website.

NOMINATION AND REMUNERATION COMMITTEE

Pursuant to Section 178 of the Companies Act, 2013, the Board has constituted a Nomination and Remuneration Committee consisting of the following members:

1. Mr. N V Ravi - Chairman

2. Mr. M M Venkatachalam - Member

3. Mr. P. Nagarajan - Member

The said committee has been empowered and authorized to exercise powers as entrusted under the provisions of Section 178 of the Companies Act, 2013. The Company had laid out and following the policy on director's appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under sub section 3 of Section 178 of the Companies Act, 2013.

Policy on Criteria for Board Nomination and Remuneration policy is available in the website of the Company http://www.coromandelengg.com/ Inv_policies.html.

CORPORATE SOCIAL RESPONSIBILITY (CSR) POLICY

The Company through its Corporate Social Responsibility Committee had formulated a CSR policy as required under Section 135 of the Companies Act, 2013.

The following is the composition of the Corporate Social Responsibility Committee.

a) Mr. S.S. Rajsekar - Chairman

b) Mr. M.A.M Arunachalam - Member

c) Ms G. Jalaja - Member

SCOPE OF CSR POLICY

This policy will apply to all projects/programmes undertaken as part the Company's Corporate Social Responsibility and will be developed, reviewed and updated periodically with reference to relevant changes in corporate governance, international standards and sustainable and innovative practices. The policy will maintain compliance and alignment with the activities listed in Schedule VII and Section 135 of the Companies Act 2013 and the rules framed there under.

CSR POLICY IMPLEMENTATION

The Company shall undertake CSR project/ programmes identified by the CSR Committee and approved by the Board of Directors in line with the CSR Policy.

The CSR Policy of the Company is uploaded in the website of the Company, http://www. coromandelengg.com/Inv_policies.html.

REASON FOR NOT SPENDING ON CSR ACTIVITIES

Since the Company had incurred losses in the preceding financial years, the Company had decided not to spend on the CSR activities.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS

The company has not received any significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future.

AUDITORS

STATUTORY AUDITORS

M/s. Sundaram & Srinivasan, Chartered Accountants, Chennai bearing Firm Registration No. 004207S were appointed as Statutory Auditors of the Company to hold office from the conclusion of 66th Annual General Meeting until the conclusion of 68th Annual General Meeting subject to ratification of the appointment by the members at every Annual General Meeting held after 66th Annual General Meeting of the Company. The Statutory Auditors have confirmed their eligibility under Section 141 of the Companies Act, 2013 and the Rules framed there under for their re- appointment as Auditors of the Company. 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.

COST AUDITORS

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, Mr. N V Thanigaimani, Cost Accountant (Membership No.15557) was appointed as Cost Auditor of the Company for the financial year 2014-15. The remuneration payable to the cost auditor is required to be placed before the Members in a general meeting for their ratification. Accordingly, a resolution seeking ratification for the remuneration payable to Mr. N V Thanigaimani is included at item No 6 of the Notice convening the Annual General Meeting.

INTERNAL AUDITORS

The Company has appointed M/s RGN Price & Co, Chartered Accountants, Chennai as internal Auditors of the Company for the financial year 2015-16.

SECRETARIAL AUDIT

Pursuant to Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr.R.Sridharan of Messrs. R Sridharan and Associates, Company Secretaries, Chennai to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report, highlighting the business details, is attached and forms part of this report.

CORPORATE GOVERNANCE REPORT

A report on corporate governance, giving the status of implementation of mandatory and non-mandatory norms, as per clause 49 of the listing agreement is attached and forms part of the Directors' Report.

The Company has taken adequate steps to adhere to all the stipulations laid down in Clause 49 of the Listing Agreement.

A Certificate from the Practicing Company Secretary confirming the compliance with the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is attached to this report.

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

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the workplace (Prevention, Prohibition & Redressal) Act, 2013.

Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

The following is a summary of sexual harassment complaints received and disposed off during the year 2014-15.

No. of complaints received - Nil

No. of complaints disposed off - Not Applicable

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

The Company does not have any commercial activity that calls for conservation of energy and/ or technology absorption, attracting disclosure in pursuance of Rule 8(3) of the Companies (Account) Rules, 2014. During the year, the Company did not have any foreign exchange earnings or outgo.

EXTRACTS OF ANNUAL RETURN

The details forming part of the extract of the annual return in the prescribed form MGT.9 as per Section 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is annexed to and forms part of this Report.

PARTICULARS OF EMPLOYEES

The information relating to employees to be disclosed under Rule 5 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules 2014 is annexed to and forms part of this report.

LISTING OF SECURITIES IN STOCK EXCHANGES

In terms of the Board Resolution dated 29th January, 2015, the Company had made an application to Madras Stock Exchange Ltd. (MSE) for voluntary delisting of the Equity Shares of the Company from MSE in accordance with the provisions of Securities and Exchange Board of India (Delisting of Equity Shares) Regulation 2009.

The Company has received letter dated 26th March, 2015 from MSE informing that MSE had withdrawn the admission granted to dealings on the exchange for the equity shares of the Company in terms of SEBI (Delisting of Equity Shares) Regulations 2009 with effect from 27th March, 2015. The Company's shares are presently listed only on BSE Ltd.

ACCREDITATION/ RECOGNITION

Your Company has been certified under ISO 9001:2008 for quality management system and BS OHSAS 18001:2007 for safety management system, in design and establishment of property development, construction of residential, commercial and industrial projects, supporting services like electrical, mechanical and plumbing works.

GENERAL

Your Directors place on record their appreciation for the continued co-operation, support and assistance extended to the Company by its Bankers, Shareholders, Government of India and Government of Tamil Nadu.

On behalf of the Board

Place: Chennai M.M. VENKATACHALAM Date: April 28, 2015 (DIN: 00152619) Chairman


Mar 31, 2014

Dear Members,

The Directors herewith present the 66th annual report and the audited accounts for the financial year ended March 31, 2014.

FINANCIAL RESULTS:

(Rs. in lakhs)

Descripton 2013-14 2012-13

profit/(Loss) before interest & depreciaton 266.22 674.28

Less: Depreciaton 223.31 215.06

Finance costs 1286.39 1127.59

profit/ (Loss) before tax (1243.48) (668.37)

Less: Provision for taxation (355.31) (124.32)

profit/(Loss) afer tax (888.17) (544.05)

Less: Transfer to general reserve - -

Proposed dividend - -

Tax on dividend - -

Add: Earlier year''s profit brought forward (1876.16) (1332.11)

profit carried to Balance Sheet (2764.33) (1876.16)

OPERATIONS AND PERFORMANCE

During the year under review, Your Company achieved a turnover of Rs. 19924.92 lakhs and incurred a loss of Rs. 1243.48 lakhs before tax, as against the turnover of Rs. 21639.22 lakhs and loss of Rs. 668.37 lakhs before tax in the previous year. Your Company''s operatons were impacted during the year due to non-availability of labour, shortage and steep cost escalaton of sand in Tamil Nadu for part of the year and delayed payments from certain clients. There were also delays in executon due to non-availability of work front and clearances from customers in certain project sites, leading to idle fixed costs. Inspite of various efciency improvement measures taken, the profitability has been afected, resultng in Your Company making a lower PBIT of Rs. 42.91 lakhs as compared to PBIT of Rs. 459.22 lakhs during the previous year. The finance cost for the year was at Rs. 1286.39 lakhs as compared to Rs. 1127.59 lakhs for the previous year.

Your Company partcipated in several tenders during the year in industrial, commercial and residental segments across select geographies. There was a distnct slowdown in request for quotatons(during second half of the year) as well as delay in customers taking final decision on their project and placing the orders. Your company quoted for tenders worth Rs. 200498 lakhs during the year and was able to win work orders to the tune of Rs. 8856 lakhs, including two orders above Rs. 2000 lakhs.

On the Property Development business, Your Company focused on existng projects in executon of the project and selling the apartments. Two projects in Chennai are nearing completon and handing over. The project at Coimbatore in 2 phases has progressed well in terms of constructon actvity. Lot of promotonal actvites were done to create "Coral" brand awareness and improve the sales. However due to prevailing market sentments, there was a slowdown in apartment sales. The turnover for property development business was at Rs. 2975 lakhs for the year as against Rs. 3341 lakhs in the previous year.

During the year, Your Company has acquired operatonal plant and machinery and other fixed assets to the tune of Rs. 750.96 lakhs.

EQUITY RIGHTS ISSUE & PREFERENCE CAPITAL

During the year, subsequent to approvals obtained from Shareholders and also from SEBI, BSE Ltd. and Madras Stock Exchange Ltd., Your Company successfully completed rights issue of 2,99,82,498 Equity shares (of which 43,680 shares were kept in abeyance) of Rs. 10/- each, at a premium of Rs. 10/- per Equity share. The rights Issue opened for subscripton on Thursday, 23rd January, 2014 and closed on Thursday, 6th February, 2014. Equity shares were alloted to eligible shareholders, in consultaton with the BSE Ltd., on Saturday, 15th February, 2014. The entre rights Issue proceeds of Rs. 5987.76 lakhs (net of issue expenses of Rs. 139.79 lakhs) was deployed during the year for purposes approved by Board, i.e. repayment of loans Rs. 3000 lakhs, redempton of Preference capital Rs. 2337.15 lakhs and balance towards general corporate purposes.

The Board thanks all Shareholders for their overwhelming support to the rights issue.

The Company raised Rs. 3000 lakhs (including premium of Rs. 500 lakhs) by issue of redeemable Preference capital to redeem the then existng redeemable Preference capital of Rs. 2500 lakhs during August 2013. Rs. 1800 lakhs of Preference capital issued during the year, was redeemed in February 2014, along with applicable premium and yield to maturity, out of the proceeds of rights issue.

LISTING OF SECURITIES IN STOCK EXCHANGES:

The Company''s shares are listed in Madras Stock Exchange (MSE) and Bombay Stock Exchange (BSE). In terms of the agreement entered into by MSE with Natonal Stock Exchange (NSE), the equity shares of your Company are allowed to dealings on the NSE (capital market segment).

DIVIDEND

Due to losses incurred by the Company, the Directors have not recommended any dividend for the financial year 2013-14. Consequently, the Company has not transferred any amount to general reserve.

DEPOSITS

The Company has not accepted any deposits during the financial year.

ACCREDITATION/ RECOGNITION

Your Company has been certfed as ISO 9001:2008 for quality management system and BS OHSAS 18001:2007 for safety management system, in design and establishment of property development, constructon of residental, commercial and industrial projects, supportng services like electrical, mechanical and plumbing works.

DIRECTORS

In accordance with Secton 152(6) of the Companies Act 2013 and Artcles 92 of the Artcles of Associaton of the Company Mr. M.A.M Arunachalam and Mr. N.V. Ravi, Directors of the Company, retre by rotaton at the forthcoming Annual General Meetng and being eligible ofers themselves for re-appointment.

In accordance with Secton 149(4) and other applicable provisions, if any, read with Schedule IV of the Companies Act, 2013, the Company has to appoint 1/3rd of the total Directors as independent Directors, for a maximum period of 5 years and who are not liable to retre by rotaton.

Accordingly the Board had appointed Mr. J. Srinivasan, Mr. S.S. Rajsekar, Mr. V. Venkiteswaran and Mr. N.V. Ravi as independent Directors and the same is subject to the approval of the shareholders at the Annual General meetng. A brief resume, expertse and details of other directorship of these Directors are atached along with the notce convening the ensuing Annual General Meetng.

The compositon of the Board will be as follows:

Sl. Name of the Designaton Category No Director

1. Mr M M Chairman * Promoter Venkatachalam Chairman

2. Mr M A M Director Non Executve Arunachalam Promoter

3. Mr J Srinivasan Director Independent & Non Executve

4. Mr V Director Independent & Venkiteswaran Non Executve

5. Mr S S Rajsekar Director Independent & Non Executve

6. Mr N V Ravi Director Independent & Non Executve

- Resigned as Managing Director with efect from close of business hours of 29th April 2014

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Secton 217 (2AA) of the Companies Act, 1956, the Directors to the best of their knowledge and belief confirm that:

1. In the preparaton of the profit & Loss account for the financial year ended 31st March, 2014 and the Balance Sheet as at that date ("Financial Statements"), applicable accountng standards have been followed.

2. Appropriate accountng policies have been selected and applied consistently and such judgments and estmates that are reasonable and prudent have been made, so as to give a true and fair view of the state of afairs of the Company as at the end of the financial year and of the financial results of the Company for that period.

3. Proper and sufcient care has been taken for the maintenance of adequate accountng records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventng and detectng fraud and other irregularites. To ensure this, the Company has established internal control systems, consistent with its size and nature of operatons. In weighing the assurance provided by any such systems of internal controls, its inherent limitatons should be recognised. These systems are reviewed and updated on an ongoing basis. Periodic internal audits are conducted to provide reasonable assurance of compliance with these systems. The Audit Commitee meets at regular intervals to review the internal control system.

4. The Financial Statements have been prepared on a going concern basis.

AUDITORS

M/s. Sundaram & Srinivasan, Chartered Accountants, Chennai, Statutory Auditors, retre at the conclusion of the ensuing Annual General Meetng and being eligible, ofer themselves for reappointment.

The Board on the recommendaton of the Audit Commitee proposes that M/s. Sundaram & Srinivasan, Chartered Accountants, Chennai bearing Firm Registraton No. 004207S be re-appointed as the Statutory Auditors of the Company, to hold ofce from close of 66th Annual General Meetng tll the conclusion of the 68th Annual General Meetng of the Company, subject to approval from Shareholders. M/s. Sundaram & Srinivasan, Chartered Accountants, Chennai, have forwarded a certfcate to the Company, statng that their re-appointment, if made, will be within the limit specified in that behalf in sub-secton (2) of Secton 141 3(g) of Companies Act, 2013.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis report, highlightng the business details, is atached and forms part of this report.

CORPORATE GOVERNANCE REPORT

A report on corporate governance, giving the status of implementaton of mandatory and non- mandatory norms, as per clause 49 of the listng agreement and the corporate governance voluntary guidelines, 2009, issued by Ministry of Corporate Afairs, is atached and forms part of the Directors'' report.

The certfcate regarding compliance of conditons of corporate governance is made part of the annual report.

PARTICULARS OF EMPLOYEES

There were no employees covered under sub- secton 2A of Secton 217 of the Companies Act, 1956 read with Companies (Partculars of Employees) Rules, 1975, as amended vide Notfcaton No. GSR 289 (E) dated 31st March 2011.

PARTICULARS REQUIRED TO BE FURNISHED U/S 217(1)(e)

The Company has no actvity relatng to consumpton of energy and technology absorpton.

Except for foreign exchange earnings, there are no other partculars required to be furnished under Secton 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Partculars in the Report of Board of Directors) Rules,1988. There were no earnings or expenditure in foreign currency during year.

GENERAL

Your Directors place on record their appreciaton for the contnued co-operaton, support and assistance extended to the Company by its Bankers, Shareholders, Government of India and Government of Tamil Nadu.

On behalf of the Board

Place: Chennai M.M. VENKATACHALAM

Date: April 29, 2014 Chairman & Managing Director


Mar 31, 2012

The Directors herewith present their report together with the audited accounts for the year ended 31st March 2012.

FINANCIAL HIGHLIGHTS

(Rs in lacs)

Description 2011-12 2010-11

Profit / (Loss) Before Interest & Depreciation (1938.89) 1194.08

Less : Depreciation 161.20 118.04

Interest 1149.23 670.92

Profit / (Loss) Before Tax (3249.32) 405.12

Less : Provision for Taxation (1104.10) 116.58

Profit /(Loss) After Tax (2145.22) 288.54

Less : Transfer to General Reserve - 29.00

Proposed Dividend - 82.37

Tax on Dividend - 13.36

Add : Earlier year's profit brought forward 813.11 649.30

Profit carried to Balance Sheet (1332.11) 813.11

OPERATIONS AND PERFORMANCE

During the year under review, your company recorded a turnover of Rs. 17046.09 lacs and Loss of Rs 3249.32 lacs as against the last year turnover of Rs. 11275.24 lacs and PBT of Rs. 405.12 lacs. The key reasons for the loss during the current year comprise of steep increase in all construction material costs & labour costs. Severe shortage of construction labour had led to unprecedented increase in good quality manpower costs. The interest costs also climbed up due to increase in the cost of borrowed funds from bankers.

Your company participated in several tenders during the year across various industrial, commercial & residential segments. Your company quoted tenders for a value of approx. Rs. 318445 lacs during the year and won work orders worth Rs. 25800 lacs. This year saw your company taking high value orders in the range of Rs. 3000 lacs to Rs. 4000 lacs.

On the Property Development front, your company reported a turnover of Rs 1861.91 lacs as against Rs. 1161.57 lacs reported last year. Your company's residential projects are progressing well.

Your company during the year has acquired operational Plant & Machinery and other Fixed Assets amounting to Rs. 776 lacs.

LISTING OF SECURITIES IN STOCK EXCHANGES

The Company's Shares are listed in Madras Stock Exchange Limited and Bombay Stock Exchange Limited. In terms of the agreement entered into by MSE with National Stock Exchange (NSE), the equity shares of your Company are allowed to dealings on the NSE (Capital Market Segment).

SHARE CAPITAL

The shareholders at the Deemed General Meeting held on 27th March 2012 approved increase of Authorised Share Capital to Rs. 35 crores, subsequent amendment of Memorandum & Articles of Association of the Company and Issue of 25,00,000 Redeemable Preference Shares on preferential basis so as to improve the liquidity position of the Company. The Board at its meeting held on 28th March 2012 had approved the allotment of 25,00,000 Redeemable Preference Shares of Rs. 100/- each at par on preferential basis.

PREFERENCE SHARES

The Company has issued and allotted 25,00,000 Redeemable Preference Shares of Rs. 100/- each on 28th March, 2012 after obtaining approval of the shareholders at the Deemed General Meeting held on 27th March, 2012 under the provisions of Section 80 & 81(1A) of the Companies Act, 1956 at the coupon rate of 0.01% payable on annual basis.

DIVIDEND

Equity Shares:

Due to losses incurred by the Company, the Directors have not recommended any dividend for the financial year 2011-12.

DEPOSITS

The Company has not accepted any deposits during the financial year.

ACCREDITATION/RECOGNITION

Your Company has successfully undergone the Surveillance Audit under ISO 9001:2008 for Quality Management System and BS OHSAS 18001:2007 for Safety Management System in design and establishment of property development, construction of residential, commercial and industrial projects, supporting services like electrical, mechanical and plumbing works.

DIRECTORS

Pursuant to Section 256 of the Companies Act, 1956 read with Article 92 of the Articles of Association of the Company, Messrs. M.A.M.Arunachalam and Sridhar Ganesh, Directors, retire by rotation at the forthcoming Annual General Meeting and being eligible, offers themselves for re-appointment.

The brief profile of the Directors seeking re- appointment has been attached along with the Notice of the ensuing Annual General Meeting.

Messrs. Jitendra Virwani and K.E.Ranganathan resigned from the Board with effect from 25th July, 2011 and 14th November, 2011 respectively. The Board places on record its appreciation for the valuable services rendered and contributions made by Messrs. Jitendra Virwani and K.E.Ranganathan during their tenure as Directors of the Company.

Mr. N.V.Ravi was appointed as an Additional Director at the Board meeting held on 21st February, 2012 and shall hold office up to the ensuing Annual General Meeting.

The Company has received notice from a member along with deposit of Rs.500/- pursuant to Section 257 of the Companies Act, 1956, signifying his intention to propose Mr.N.V.Ravi as director of the Company. The Board of Directors recommends the resolutions for his appointment as set out in Item No. 5 of the Notice accompanying the Annual Report.

Mr. M M Venkatachalam, Chairman was appointed as the Managing Director of the Company effective from 26th April 2012.

A brief resume, expertise and details of other directorships of these Directors are attached along with the Notice convening the ensuing Annual General Meeting.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors to the best of their knowledge and belief confirm that:

- In the preparation of the Profit & Loss Account for the financial year ended 31st March, 2012 and the Balance Sheet as at that date ("Financial Statements") applicable Accounting Standards have been followed.

- Appropriate accounting policies have been selected and applied consistently and such judgments and estimates that are reasonable and prudent have been made so as to give a true and fair view of the state of affairs of the Company as at the end of the financial year and of the financial results of the Company for that period.

- Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities. To ensure this, the Company has established internal control systems, consistent with its size and nature of operations. In weighing the assurance provided by any such systems of internal controls, its inherent limitations should be recognised. These systems are reviewed and updated on an ongoing basis. Periodic internal audits are conducted to provide reasonable assurance of compliance with these systems.

The Audit Committee meets at regular intervals to review the internal control system.

- The Financial Statements have been prepared on a going concern basis.

AUDITORS

M/s. Sundaram & Srinivasan, Chartered Accountants, Chennai, Statutory Auditors, retire at the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re- appointment.

The Board, on the recommendation of the Audit Committee, proposes that M/s.Sundaram & Srinivasan, Chartered Accountants, Chennai bearing registration No. 004207S be re-appointed as the Statutory Auditors of the Company to hold office till the conclusion of the next Annual General Meeting of the Company. M/s.Sundaram & Srinivasan, Chartered Accountants, Chennai have forwarded a certificate to the Company, stating that their re-appointment, if made, will be within the limit specified in that behalf in sub-section (1B) of section 224 of the Companies Act, 1956.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis report, highlighting the business wise details, is attached and forms part of this Report.

CORPORATE GOVERNANCE REPORT

A Report on Corporate Governance, giving the status of implementation of mandatory and non- mandatory norms as per Clause 49 of the Listing Agreement with the Stock Exchanges and the

Corporate Governance Voluntary Guidelines, 2009 issued by the Ministry of Corporate Affairs, is attached and forms part of the directors' report.

The Certificate regarding Compliance of conditions of Corporate Governance is also made part of the Annual Report.

PARTICULARS OF EMPLOYEES

There were no employees covered under sub- section 2A of Section 217 of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended vide Notification No. GSR 289 (E) dated 31st March 2011.

PARTICULARS REQUIRED TO BE FURNISHED U/S 217(1)(e)

The Company has no activity relating to consumption of energy and technology absorption. Except for foreign exchange earnings, there are no other particulars required to be furnished 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.

The Company earned a foreign exchange of Rs. 6.81 Lacs during the year towards customer payment for residential property sold.

GENERAL

Your Directors place on record their appreciation for the continued co-operation, support and assistance extended to the Company by its Bankers, Shareholders, Government of India and Government of Tamil Nadu.

On behalf of the Board

Place: Chennai M M Venkatachalam

Date : 26th April 2012 Chairman & Managing Director


Mar 31, 2011

The Directors have pleasure in presenting their Report together with the audited accounts for the year ended 31st March 2011.

FINANCIAL HIGHLIGHTS

Rs. in Lacs

Description 2010-11 2009-10 Profit/(Loss ) Before Interest & Depreciation 675.37 9.53

Less: Depreciation 118.04 104.22

Interest 152.21 115.04 Profit Before Tax 405.12 330.27 Less: Provision for Taxation 116.58 111.33

Profit After Tax 288.54 218.94 Less: Transfer to General Reserve 29.00 22.00

Proposed Dividend 82.37 65.90

Tax on Dividend 13.36 10.94

Add: Earlier years profit brought forward 649.30 529.20

Profit carried to Balance Sheet 813.11 649.30

OPERATIONS AND PERFORMANCE

During the year under review, your Company recorded a turnover of Rs.11,269.75 Lacs and PBT of Rs.405.12 Lacs as against the last year turnover of Rs. 8,920.85 Lacs and PBT of Rs. 330.27 Lacs.

Your Company, during the year, has undertaken construction of factory buildings for entities across India, in Sectors like Chemicals, Fertiliser, Automobile, Power, Distillery, Cement etc and Residential Apartments and Warehouse. The tender enquiries are increasing and the Company is quoting for tenders in the range of Rs 50 to 100 Crores.

Turnover reported in Property Development is Rs. 1,161.57 Lacs during the year as against Nil sales last year.

Your Company during the year has acquired operational Plant and Machinery and other Fixed Assets amounting to Rs.557.13 Lacs.

LISTING OF SECURITIES IN STOCK EXCHANGES

The Companys Shares are listed in Madras Stock Exchange Limited and Bombay Stock Exchange Limited. Your Directors are pleased to in form that in terms of the agreement entered into by MSE with National Stock Exchange (NSE), the equity shares of your Company are allowed to dealings on the NSE (Capital Market Segment) with effect from 17.02.2011.

ACCREDITATION/ RECOGNITION

Your Company has successfully undergone the Surveillance Audit under ISO 9001:2008 for Quality Management System and BS OHSAS 18001:2007 for Safety Management System in design and establishment of property development, construction of residential, commercial and industrial projects, supporting services like electrical, mechanical and plumbing works.

DIVIDEND

The Company has earned a net profit after tax of Rs 288.54 Lacs. Your Directors are pleased to recommend a dividend of Rs. 2.50 (25%) per equity share of Rs.10/- each for the financial year ended March 31, 2011. The total outgo on account of the dividend to be paid to the shareholders will be Rs. 95.73 Lacs (inclusive of dividend distribution tax).

DIRECTORS

Pursuant to Section 256 of the Companies Act, 1956 read with Article 92 of the Articles of Association of the Company Messrs. S S Rajsekar, V. Venkiteswaran and J Srinivasan, Directors, retire by rotation at the forthcoming Annual General Meeting and being eligible offers themselves for re- appointment.

A brief resume, expertise and details of other directorships of these Directors are attached along with the Notice convening the ensuing Annual General Meeting.

AUDITORS

M/s. Sundaram & Srinivasan, Chartered Accountants, Chennai, Statutory Auditors, retire at the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re- appointment.

The Board, subject to the recommendation of the Audit Committee, proposes that M/s.Sundaram & Srinivasan, Chartered Accountants, Chennai bearing registration No. 004207S be re-appointed as the Statutory Auditors of the Company to hold office till the conclusion of the next Annual General Meeting of the Company. M/s.Sundaram & Srinivasan, Chartered Accountants, Chennai have forwarded a certificate to the Compamy, stating that their re-appointment, if made, will be within the limit specified in that behalf in sub-section (IB) of section 224 of the Companies Act, 1956.

DEPOSITS

The Company has not accepted any deposits during the financial year.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, Management Discussion & Analysis Report, Corporate Governance Report and Certificate regarding compliance of conditions of Corporate Governance are made part of the Annual Report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors to the best of their knowledge and belief confirm that:

- In the preparation of the Profit & Loss Account for the financial year ended 31st March, 2011 and the Balance Sheet as at that date ("Financial Statements") applicable Accounting Standards have been followed.

- Appropriate accounting policies have been selected and applied consistently and such judgments and estimates that are reasonable and prudent have been made so as to give a true and fair view of the state of affairs of the Company as at the end of the financial year and of the profit of the Company for that period.

- Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities. To ensure this, the Company has established internal control systems, consistent with its size and nature of operations. In weighing the assurance provided by any such systems of internal controls its inherent limitations should be recognised. These systems are reviewed and updated on an ongoing basis. Periodic internal audits are conducted to provide reasonable assurance of compliance with these systems. The Audit Committee meets at regular intervals to review the internal control system.

- The Financial Statements have been prepared on a going concern basis.

SECRETARIAL COMPLIANCE CERTIFICATE

Pursuant to Section 383A of the Companies Act, 1956 read with the Companies (Compliance Certificate) Rules 2001 the Compliance Certificate issued by Messrs.R.Sridharan & Associates, Company Secretaries, is attached hereto.

PARTICULARS OF EMPLOYEES

There were no employees covered by the provisions of section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended vide Notification No. GSR 289 (E) dated 31st March 2011.

PARTICULARS REQUIRED TO BE FURNISHED U/S 217(l)(e)

The Company has no activity relating to consumption of energy and technology absorption and foreign exchange earnings and outgo. Hence, there are no particulars required to be furnished under Section 217(l)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988.

GENERAL

Your Directors place on record their appreciation for the continued co-operation, support and assistance extended to the Company by its Bankers, Shareholders, Government of India and Government of Tamilnadu.

Your Directors also place on record their appreciation for the continued and dedicated performance and commitment by Officers and Staff of the Company. On behalf of the Board

M.M. VENKATACHALAM CHAIRMAN

Place : Chennai Date : 20th April, 2011


Mar 31, 2010

The Directors have pleasure in presenting their Report together with the audited accounts for the year ended 31st March 2010.

FINANCIAL HIGHLIGHTS

(Rs in Lacs) Description 2009 -10 2008 - 09

Profit/(Loss ) Before Interest & Depreciation 549,53 907.09

Less: Depreciation 104.22 85.33

Interest 115.04 107.54

Profit Before Tax 330.27 714.22

Less: Provision for Taxation 111.33 247.21

Profit After Tax 218.94 467.01

Less: Taxation relating to earlier years - 3.04

Transfer to General Reserve 22.00 185.00

Proposed Dividend 65.90 98.84

Tax on Dividend 10.94 16.80

Add: Earlier years profit brought forward 529.20 365.87

Profit carried to Balance Sheet 649.30 529.20

OPERATIONS AND PERFORMANCE

The economic meltdown has had its impact on operation and performance of your Company too and the results could not be on budgeted lines. During the year under review, your Company recorded a turnover of Rs.8,920.85 Lacs and PBT of Rs.330.27 Lacs as against the last year turnover of Rs. 10,024.64 Lacs and PBT of Rs. 714.22 Lacs.

Your Company, during the year, has undertaken construction of factory buildings for entities in Sugar, Tyre , Distillery, Cement etc and School Building. The Company has also received orders for civil construction in Power Sector. In property development the projects are at various stages of statutory approval and there has not been any turnover during the year from this sector.

Your Company during the year has acquired operational Plant and Machinery and other Fixed Assets amounting to Rs. 140.72 Lacs.

LISTING OF SECURITIES IN STOCK EXCHANGES

The Companys shares are listed in Madras Stock Exchange Ltd. (MSE) since January, 1976 and your Directors are pleased to inform that the equity shares of your Company are now listed with the Bombay Stock Exchange Limited in the list of B group and are available for trading on the exchange from 15th March, 2010. Further MSE has signed an agreement with the National Stock Exchange (NSE) to facilitate MSE listed Companies for trading at NSE on a national level. The Company has submitted necessary documents and is awaiting approval from MSE.

ACCREDITATION/ RECOGNITION

Your Company has been certified as ISO 9001:2008 for Quality Management System and BS OHSAS 18001:2007 for Safety Management System in design and establishment of property development, construction of residential, commercial and industrial projects, supporting services like electrical, mechanical and plumbing works.

DIVIDEND

The Company has earned a net profit after tax of Rs. 218.94 Lacs. Your Directors are pleased to recommend a dividend of Rs. 2/- (20 %) per equity share of Rs.10/- each for the financial year ended March 31, 2010. The total outgo on account of the dividend (inclusive of dividend distribution tax) to be paid to the shareholders will be 35 % of the current year distributable profit.

DIRECTORS

In accordance with Section 256 of the Companies Act, 1956 and Article 92 of the Articles of Association of the Company Shri. M. A. M. Arunachalam, Director, retires by rotation at the forthcoming Annual General Meeting and being eligible offers himself for re-appointment.

Mr. K. T. Kumar, Director resigned from the Board with effect from 30th October 2009. The Board places on record its appreciation for the valuable services rendered and contributions made by Mr. K. T. Kumar during his tenure as a Director and also as Chairman of the Audit Committee and member of the Shareholders / Investors Grievance Committee.

Mr. M. M. Venkatachalam and Mr.K.E.Ranganathan were appointed as Additional Directors at the Board meeting held on 31.07.2009. They shall hold office up to the ensuing Annual General Meeting.

Mr. Sridhar Ganesh and Mr. Jitendra Virwani were co-opted as Additional Directors on 30th October 2009 and 25h January 2010 respectively. Both Mr. Sridhar Ganesh and Mr. Jitendra Virwani will vacate office as Additional Directors at the ensuing Annual General Meeting.

The Company has received notices from members along with deposits of Rs.500/- each, pursuant to Section 257 of the Companies Act, 1956, signifying their intention to propose Messrs.

M. M. Venkatachalam, K. E. Ranganathan, Sridhar Ganesh and Jitendra Virwani as Directors of the Company. The Board of Directors commend the resolutions for their appointment as set out in Item Nos. 5 to 8 of the Notice accompanying the Annual Report.

A brief resume, expertise and details of other directorships of these Directors are attached along with the Notice convening the ensuing Annual General Meeting.

AUDITORS

M/s. Sundaram & Srinivasan, Chartered Accountants, Chennai, Statutory Auditors, retire at the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re- appointment.

The Board on the recommendation of the Audit Committee, proposes that M/s. Sundaram & Srinivasan, Chartered Accountants, Chennai bearing Registration No. 004207S be re-appointed as the Statutory Auditors of the Company to hold office till the conclusion of the next Annual General Meeting of the Company. M/s. Sundaram & Srinivasan, Chartered Accountants, Chennai have forwarded a certificate to the Company, stating that their re-appointment, if made, will be within the limit specified in that behalf in sub-section (IB) of section 224 of the Companies Act, 1956.

DEPOSITS

The Company has not accepted any deposits during the financial year.

CORPORATE GOVERNANCE

Pursuant to clause 49-of the listing agreement with the Stock Exchange, Management Discussion and Analysis Report, Corporate Governance Report and a Certificate regarding compliance of conditions of Corporate Governance are made part of the Annual Report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors to the best of their knowledge and belief confirm that:

? In the preparation of the Profit & Loss Account for the financial year ended 31sl March, 2010 and the Balance Sheet as at that date ("Financial Statements") applicable Accounting Standards have been followed.

? Appropriate accounting policies have been selected and applied consistently and such judgments and estimates that are reasonable and prudent have been made so as to give a true and fair view of the state of affairs of the Company as at the end of the financial year and of the profit of the Company for that period

? Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities. To ensure this, the Company has established internal control systems, consistent with its size and nature of operations. In weighing the assurance provided by any such systems of internal controls its inherent limitations should be recognised. These systems are reviewed and updated on an ongoing basis. Periodic internal audits are conducted to provide reasonable assurance of compliance with these systems. The Audit Committee meets at regular intervals to review the internal control system.

? The Financial Statements have been prepared on a going concern basis.

SECRETARIAL COMPLIANCE CERTIFICATE

Pursuant to Section 383 A of the Companies Act, 1956 read with the Companies (Compliance Certificate) Rules 2001 the Compliance Certificate issued by Messrs. R. Sridharan & Associates, Company Secretaries, is attached hereto.

PARTICULARS OF EMPLOYEES

The details required to be covered under sub-section 2A of Section 217 of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended is appended herewith.

PARTICULARS REQUIRED TO BE FURNISHED U/S 217(1) (e)

The Company has no activity relating to consumption of energy and technology absorption and foreign exchange income and outgo. Hence, there are no particulars required to be furnished under Section 217(l)(e) of the Companies Act, 1956.

GENERAL

Your Directors place on record their appreciation for the continued co-operation, support and assistance extended to the Company by its Bankers, Shareholders, Government of India and Government of Tamilnadu.

Your Directors also place on record their appreciation for the continued and dedicated performance and commitment by Officers, Staff of the Company.

On behalf of the Board

Place : Chennai M.M. VENKATACHALAM Date :3rd May, 2010 CHAIRMAN


Mar 31, 2000

The Directors have pleasure in presenting their Report together with the audited accounts for the year ended 31st March, 2000.

FINANCIAL HIGHLIGHTS 1999-2000 1998-99 Rs. Rs.

Profit / (loss) before Interest & Depreciation (1,009,625) 15,353,180

Add: Depreciation 3,676,584 4,362,596

Interest 6,802,387 9,093,911

Profit / (loss) before Tax (11,485,596) 1,896,673 Add: Provision for Taxation 2,500,000 400,000

Profit / (loss) After Tax (13,985,596) 1,496,673

Add: Transfer from Investment Allowance Reserve -- 850,311

(13,985,596) 2,346,984 Less:Transfer to Provision for taxation of earlier years -- 850,311

(13,985,596) 1,496,673 Add: Earlier years profit brought forward 16,184,696 17,000,413

Amount available -- --

for Appropriation 2,199,100 18,497,086

Transfer to General Reserves -- 500,000

Proposed dividend -- 1,647,390 Additional Tax on distribution of dividend -- 165,000

Balance carried forward 2,199,100 16,184,696

2,199,100 18,497,086

OPERATIONS AND PERFORMANCE

During the year under review, the company recorded sales turnover of Rs. 2046 lacs as against Rs. 1890 lacs in 1998- 99.

The operations and other income provided a profit before tax of Rs. 67 lacs. The sale of the assets of Granite division, which was accumulating losses over the years, resulted in a loss of Rs. 182 lakhs. Hence the overall results of the company showed a loss of Rs. 115 lakhs.

COROMANDEL PRODORITE DIVISON

The Prodorite Division of your company recovered from the downward trend over the last few years and recorded an impressive 22% increase in sales. The division also renewed its ISO 9001 accreditation till 2003.

The division also booked a large order worth Rs. 200 lakhs from Oswal Chemicals and Fertilisers,

the largest Phosphatic Fertilizer plant in South Asia. The Division is looking at newer technologies to increase the market share of the division.

CONSTRUCTION DIVISON

Your company has successfully completed the projects viz. Construction of New Press Building for M/s. Living Media India Limited, Chennai, Suppliers Park Building, Building Services for Ford India Limited, Sugar Godown for Cauvery Sugars & Chemicals Limited, Pettaivaithalai, Extension of factory building for Carborundum Universal Limited, Hosur, Resinoid Caps building for Carborundum Universal, Tiruvottiyur, Alteration & Modifications for Cutfast Division at Pallikaranai of Carborundum Universal Limited.

PROPERTY DEVELOPMENT DIVISION

Your company have completed development of Coral Haven project at Thiruvanmiyur and all flats there have been fully sold out. Your company has taken construction of Coral Sudha at Eldams Road and all apartments there have been fully sold out.

SALE OF ASSETS AND DIVESTMENT

Pursuant to the approval obtained under section 293 1 (a) of the Companies Act, 1956 at the Annual General Meeting held on August 21, 1996, during the year the assets of the Granite division of the Company were sold.

Pursuant to the approval obtained at the last Annual General Meeting of the Company on September 23, 1999, it is proposed to transfer the Prodorite division of the company on slumpsale basis as a going concern to your subsidiary company M/s. Prodorite Anticorrosives Limited with effect from April 1, 2000, after obtaining the necessary statutory clearances.

DIVIDENDS

In the absence of profits in the year under review, your directors are unable to recommend any dividend on the share capital.

SUBSIDIARY COMPANIES

Coromandel Holdings and Minerals Limited

The Company made a profit of - 606034 after tax.

Prodorite Anticorrosives Limited

Prodorite Anticcorrosives Limited was incorporated on 28th October, 1999. The company has not commenced its operations.

The statement of Holding Companys interest in subsidiary company under section 212(l)(e) of the Companies Act, is annexed.

COMMENTS OF AUDITORS :

Regarding the observations made by the Auditors in their Report, the notes forming part of Accounts are self explanatory.

DIRECTORS

In accordance with Section 255 of the Companies Act, 1956 and Article 92 of the Articles of Association of the Company Mr. V. Kandaswamy, Director retires by rotation at the ensuing Annual General Meeting and being eligible offer himself for re-appointment.

AUDITORS

M/s Sundaram & Srinivasan, Chartered Accountants, Chennai, the Companys auditors retire, at the conclusion of the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment.

INDUSTRIAL RELATIONS

Your Directors are pleased to report that the Industrial Relations during the year under review were very cordial.

PARTICULARS OF EMPLOYEES

In compliance with the requirements of Section 217 (2A) of the Companies Act, 1956 as amended, read in conjunction with the Companies (Particulars of Employees) Rules, 1975 as amended is annexed for the period under review which forms a part of this Report.

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

As required by the Companies (Disclosure of particulars in the report of the Board of Directors) Rules, 1988, information relating to conservation of energy, technology absorption etc. are furnished in Annexure B to the Directors Report.

GENERAL

Your Directors place on record their appreciation for the continued co-operation extended to the Company by its Bankers, Shareholders, Government of India and Government of Tamil Nadu.

Your Directors also place on record their appreciation of the hard and sincere work put by the Officers, Staff and Workmen of the Company.

For and on behalf of the Board

Chennai M.V. MURUGAPPAN

29th May 2000 Chairman



 
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