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Directors Report of Ennore Coke Ltd.

Mar 31, 2015

Dear Members,

The Directors take pleasure in presenting the Thirtieth Annual Report together with the audited financial statements for the year ended March 31,2015.

The performance of the Company for the year ended 31st March 2015 is summarized below

(Rs. in Lakhs)

Particulars 2014-2015 2013-2014

Revenue from operations and 39,272.70 50,097.70 Other Income

Profit/(Loss) before Interest, (2,607.24) (443.46) Depreciation and Tax

Interest & Finance Charges 1,531.47 1,592.29

Depreciation 1,295.35 1,490.72

Provision forTax - 9.10

Deferred Tax (69.53) 76.72

Net Profit/(Loss) for the year (5,364.53) (3,612.29)

Accumulated Profit/(Loss) (5,969.71) (2,357.42) Brought forward From Balance Sheet

Transfer from Accumulated (11.39) - Depreciation

Total Distributable profit/(Loss) (11,345.63) (5,969.71)

Dividend Nil Nil

Dividend Tax Nil Nil

Profit/(Loss) Carried over to (11,345.63) (5,969.71) the Balance Sheet

Revenue from operations and other income for the year under review was Rs. 39,272.70 lacs and for previous year Rs. 50,097.70 lacs and the loss before tax was Rs. (5,434.05) and for previous year (3,526.48) lacs. The loss after tax including loss carried over to the Balance Sheet stands at Rs. (11,345.63) and for previous year (5,969.71) lacs.

BUSINESS REVIEW

Indian Metallurgical Coke Industry is in developing stage and demand and supply gap met by imported coke and merchant coke plants. The Indian steel industry needs about 35 million tonnes of coke per year, out of which about 20 to 25 million tonnes are met from captive capacities leaving a balance of 10 million tonnes. The installed capacity of merchant met coke is said to be 10 million tonnes per annum but the actual plant utilisation is said to be only 30%-35%, due mostly to cheaper imports from China. India lacks locally available coke displacement options that exist in other countries. It is likely to remain the world's single largest import market for coke. The government is pushing towards phased de-regulation of the coal sector to tap its full potential and it also provide incentive for new technologies in underground mining.

The global economy is exhibiting strong signals of recovery and the Indian economy with a GDP forecast of over 7% suggests that the worst is behind us and we are seeing a revival all around. Indian steel consumption is growing at the rate of 6%. Met coke, the demand of which is directly linked to steel production, is obviously going to share the same fortune. India has a severe shortfall of good quality hard coking coal, which is being primarily met by imports. This demand supply gap is further going to increase in days to come with India trying to meet its target of 300 million tonnes by 2020 from current levels of around 53 million tonnes perannum.

It is estimated that by 2018 as per the current projections, India would need more than 75 million tonnes of coking coal. With China closing some of its coal mines and becoming a net importer of coking coal, it has become a commodity in global short supply and hence there is an increased demand for coke in the market. All these spell a wonderful future for your company.

OPERATIONS & FUTURE PROSPECTS

* The present aggregate manufacturing capacity of your Company is 130,000 TPA and expansion plans are in place to increase the capacity to 500,000 TPA by 2018 and by 1 Million TPA by 2020. Your Company has shifted the strategy of Product Sales from Whole Sale to Retail in order to achieve maximum realisation. Your Company is focused on manufacturing highest quality metallurgical coke from the existing/ upcoming plants by sourcing finest grade of coking coal across the world and introduce Best Operating Practices across all functions in delivering consistent quality products and services offerings to the market

* To improve the sale and maximize the realisation, your Company's key strategies is

i) focusing on continue improvement on capacity utilization and product quality/services from the existing plants.

ii) Install Power Co-Generation Unit in all Coking Plants. Maximize availability and utilisation of power plant and re-negotiate powertariffs.

iii) Increase the coke manufacturing capacity in terms of brownfield and greenfield expansion to economise the cost of products. De-risking of product profile by expanding into the fragmented dealer markets.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A detailed review of the operations, performance and outlook of the company and its business is given in the Management Discussion and Analysis Report, which forms a part of this report.

DEPOSITORY SYSTEM

Your Company's Equity Shares are available in dematerialized form through National Securities Depository Limited (NSDL) and Central Depository Services (India) Ltd. (CDSL). As at 31s' March 2015, 99.91% of the Equity Shares of the Company were held in demat form.

DIVIDEND

Your Directors have not recommended dividend in view of the losses incurred by the company during the year.

DEPOSITS

The Company has not accepted any deposits either from the shareholders or public within the meaning of The Companies (Acceptance of Deposits) Rules, 2014 as amended.

DISCLOSURES UNDER THE COMPANIES ACT 2013

i) Extract of Annual Return:-

The extract of the Annual Return in the form MGT - 9 as required under Section 92 (3) and 134 (3) of the Act is attached to this Report as Annexure -1.

ii) Numberof Board Meetings

The Board of Directors met 8 (Eight) times in the year 2014-15. The details of the board meetings and the attendance of the Directors are provided in the Corporate Governance Report.

iii) Change in Share Capital

During the year under review, there is no change in the Share Capital of the Company.

iv) Composition of Audit Committee

The Board has constituted the Audit Committee which comprises of Mr.R. Ramakrishnan as the Chairman and Mr. K.U. Sivadas and Mr. Aravind Subramaniam as the members. More details on the committee are given in the Corporate Governance Report.

v) Related Party Transactions

All the related party transactions are entered on arm's length basis and are in compliance with the applicable provisions of the Act and the Listing Agreement. There are no materially significant Related Party transactions made by the Company with Promoters, Directors or Key Management Personnel etc. which may have potential conflict with the interest of the company at large

All Related Party Transactions are presented to the Audit Committee and the Board. A statement of all related party transactions is presented before the Audit Committee specifying the nature, value and terms and conditions of the transactions.

The Related Party Transactions Policy as approved by the Board is uploaded on the Company's website at the Web Link:http://www.ennorecoke.com/ investors/Policy on Related Party transactions

Disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub-section (1) of section 188 is enclosed as Annexure - D in Form AOC-2.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN MARCH 31, 2015 AND MAY 22, 2015 (DATE OF THE REPORT)

There were no material changes and commitments affecting the financial position of the Company between the end of the financial year (March 31,2015) and the date of the Report (May 22,2015).

INTERNAL CONTROL SYSTEM

The Company has in place an adequate system of internal controls commensurate with its size, requirements and the nature of operations. These systems are designed, keeping in view the nature of activities carried out at each location and the various business operations. The company has documented a robust and comprehensive internal control system for all the major processes to ensure reliability of financial reporting, timely feedback on achievement of operational and strategic goals, compliance with policies, procedures, laws and regulations, safeguarding of assets and economical and efficient use of resources. The formalised systems of control facilitate effective compliance as per Clause 49 of the Listing Agreement. The Company also has well documented Standard Operating Procedures (SOPs) for various processes which is periodically reviewed for changes warranted due to business needs.

The Internal Auditor monitors and evaluates the efficacy and adequacy of internal controls system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company and its subsidiaries.

Based on the report of internal audit, process owners undertake corrective action in their respective areas and thereby strengthen the controls. During the year, the Audit Committee met regularly to review reports submitted by the Internal Audit. All significant audit observations and follow-up actions thereon were reported to the Audit Committee. The Audit Committee also met the Company's Statutory Auditors to ascertain their views on the financial statements, including the financial reporting system, compliance to accounting policies and procedures, the adequacy and effectiveness of the internal controls and systems followed by the Company.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

Pursuant to Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meeting of Board and its Powers) Rule 2014 and Clause 49 of the Listing Agreement, the Board of Directors had approved the Policy on Vigil Mechanism/Whistle Blower and the same was hosted on the website of the Company. The Policy inter-alia provides Whistle Blower, a direct access to the Chairman of the Audit Committee.

Your Company hereby affirms that no Director/employee has been denied access to the Chairman of the Audit Committee and that no complaints were received during the year

The Whistle Blower Policy as approved by the Board is uploaded on the Company's website at the Web Link:

http://www.ennorecoke.com/lnvestors/Corporate Governance/Whistle Blower Policy.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

In terms of Section 135 and Schedule VII of the Companies Act, 2013, the Board of Directors of your Company have constituted a CSR Committee. The Committee comprises of all Independent Directors. Since the average net profits of the company made during the three immediately preceding financial years was negative, the Company was not required to spend any money on CSR activities during the previous year.

DIRECTORS AND KEY MANAGERIAL PERSON

1. CESSATION

Mr. G. Natarajan has resigned from the Board with effect from 31 "March 2015. The Board placed on records its appreciation forthe valuable services rendered by Mr. G. Natarajan.

2. APPOINTMENT

Ms. J. Kotteswari (DIN No. 02155868) has been appointed as an Additional Director under Section 161 of the Companies Act, 2013 with effect from March 31,2015.

Ms. J. Kotteswari is a Chartered Accountant and she has over 20 years of experience in Project Cost Management, Banking, Management Information Systems, Internal Audit, Review of Capex and Consolidation of financials, Treasury, and Cost control. She has also handled Manufacturing accounts in factory, Marketing finance and corporate finance and M&A activities. Prior to joining our Group Ms. J. Kotteswari was working as Vice President Finance and Accounts at M AChidambaram Group.

Ms. J. Kotteswari is the Chief Financial Officer of M/s. Shriram Industrial Holdings Limited, our Group Company since January 2013 and a key member of the management team.

As an Additional Director of the Company shall hold office upto the date of ensuing Annual General Meeting. The Company has received a notice as per the provisions of Section 160(1) ofthe Companies Act, 2013, from a member proposing her appointment as Director. The Board of Directors recommends herappointment.

Further details about the above directors are given in the Corporate Governance Report as well as in the Notice of the ensuing Annual General Meeting being sent to the shareholders along with Annual Report.

3. RETIREMENT BY ROTATION

In accordance with the provisions of Section 152(6) and the Articles of Association of the Company Ms. J Kotteswari (DIN No.02155868) will retire by rotation at the ensuing Annual General Meeting of the company and being eligible, offer herself for re-appointment. The Board recommends her re-appointment.

4. APPOINTMENT OF INDEPENDENT DIRECTORS

Mr. K.U. Sivadas was appointed as an Independent Director at the Board meeting held on May 20,2015 for a period of five years subject to the approval of Shareholders. He has submitted the declarationsof Independence as required pursuant to Section 149(7) of the Companies Act, 2013, stating that he meet the criteria of Independence as provided in Sub Section (6). The profile of the Independent Director forms part of the Corporate Governance Report.

5. KEY MANAGERIAL PERSON

During the year under review, the Board took on record Mr. M Natarajan Chief Executive Officer, Mr. A Ganesh Chief Financial Officer and Mr. M Saravanan - Company Secretary as the Whole-time Key Managerial Personnel of the Company under Section 203 of the Companies Act, 2013.

EVALUATION OF THE BOARD'S PERFORMANCE

In compliance with the Companies Act, 2013 and Clause 49 of the Listing Agreement, the performance evaluation of the Board was carried out during the year under review. More details on the same is given in the Corporate Governance Report.

REMUNERATION POLICY

The Remuneration Policy of the Company comprising the appointment and remuneration of the Directors, Key Managerial Personnel and Senior Executives of the Company including criteria for determining qualifications, positive attributes, independence of a director and other related matters has been provided in the Corporate Governance Report.

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 Section 134(3) (c) of the Companies Act, 2013.

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

(ii) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March 2015 and Profit and Loss and cash flow of the Company forthe year ended on that date;

(iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safe guarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(iv) the Directors have prepared the annual accounts of the Company on a 'going concern' basis.

(v) the Directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

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

Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has always provided a congenial atmosphere for work to all the employees that is free from discrimination and harassment including sexual harassment. It has provided equal opportunities of employment to all without regard to their caste, religion, colour, marital status and sex. The Company has also framed a policy on "Prevention of Sexual Harassment at workplace. There were no cases reported during the financial year under review under the said policy.

AUDITORS

a) STATUTORY AUDITORS

M/s Sreedhar, Suresh & Rajagopalan, (Registration No. 003957S) Chartered Accountants, Chennai, Statutory Auditors of the Company has been appointed as Statutory Auditors of the Company as per Section 139 of the Companies Act, 2013 for a period of 3 years from the conclusion of Twenty Ninth Annual General Meeting till the conclusion of Thirty First Annual General Meeting by the members at the Annual General Meeting held on September 22,2014.

As per Section 139(1) of the Companies Act, 2013 the company shall place such appointment of the Statutory Auditors for ratification by members at ensuing annual general meeting.

Members' attention is invited to the observation made by the Auditors under "Emphasis of Matter" appearing in the Auditors Reports.

b) INTERNAL AUDIT

Internal Audit of the company is handled by M/s. Ravindran & Associates, Chartered Accountants, Chennai for evaluating the adequacy of internal controls and concurrently reviews majority of the transactions in value terms.

Independence of the firm and compliance is ensured by the direct reporting of the firm to the Audit Committee of the Board.

c) SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the Company has appointed Ms. B. Chandra, Company Secretary in Practice to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit Report is annexed herewith as "Annexure - E "

CORPORATE GOVERNANCE

Corporate Governance is based on some fundamental and basic principles such as conducting the business with integrity and fairness, ensuring transparency in all the transactions, making all relevant disclosures as per the various Regulations in force and complying with all the laws of the land, ensuring accountability and responsibility in all dealings with the various stakeholders and commitment for conducting the business in an ethical and transparent manner.

Your Company is committed to achieving and maintaining these high standards of Corporate Governance and places high emphasis on business ethics. The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report.

The Company has laid down a well- defined Code of Conduct, which fairly addresses the issues of integrity, conflict of interest and confidentiality and stresses the need of ethical conduct, which is the basis of good governance. This Code of Conduct is applicable to all the members of the Board and the Senior Management Personnel. The declaration regarding compliance with Ennore Coke Limited Code of Conduct and Ethics for all Board Members and Senior Management Personnel of the Company forms part of the Report on Corporate Governance.

The Company is complying with all the norms laid down by the Regulatory Authorities in all its functional areas. The Company Secretary is also the Compliance Officer under Clause 47 of the Listing Agreement entered into with the Stock Exchanges, to comply with various guidelines of Securities and Exchange Board of India and Stock Exchanges.

The Company is promptly submitting a "Quarterly Compliance Report on Corporate Governance" as per Clause 49 of the Listing Agreements with the Stock Exchanges.

As part of the good Corporate Governance, the Company ensures that all Investor Grievances are attended to and resolved in a timely manner as per the records maintained by our Registrar and Transfer Agent.

The certificate from the Statutory Auditors, M/s Sreedhar, Suresh & Rajagopalan, confirming compliance with the conditions of Corporate Governance as stipulated under Clause 49 is reproduced in a separate section elsewhere in the Annual Report.

INSIDERTRADING

In compliance with the SEBI (Prohibition of Insider Trading) Regulations, 1992, as amended, your Company has instituted a comprehensive Code titled as "Ennore Coke Limited - Code of Conduct" which lays down guide lines and advises the Directors and Employees of the Company on procedures to be followed and disclosures to be made while dealing in securities of the Company.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

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

PARTICULARS OF EMPLOYEES

None of the employees of the Company was in receipt of remuneration in excess of the limits prescribed under the 2013 Act and the rules framed thereunder. The information required pursuant to Section 197 of the 2013 Act read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, is provided in Annexure B forming part of this Report.

AUDIT REPORT AND EXPLANATION UNDER SECTION 134 OFTHE COMPANIES ACT, 2013

The Auditors' Report is self-explanatory and does not require any further comments except that:

Point (a) of "Emphasis of Matter" in Auditors' Report:

The Company has intiated steps for transferring the Title in the name of the Company

Point (b) of "Emphasis of Matter" in Auditors' Report:

The Management is of the opinion that the company is optimistic of earning profits in the ensuing financial years and hence no adjustment for reversal of Deferred Tax Asset is considered necessary.

Point (c) of "Emphasis of Matter" in Auditors' Report:

The Management is of the opinion that the balances due to the Company are good and fully realisable and dues by the Company are fully payable and will be settled in due course.

Point (d) of "Emphasis of Matter" in Auditors' Report:

The Management is confident that there is a fair chance of succeeding in the appeal and the amount is fully recoverable and hence no provision is warranted.

Point (e) of "Emphasis of Matter" in Auditors' Report:

The change in the accounting policy on accounting the inventory of Stores consumables resulting in the understatement of loss by Rs. 20,31,788/-, the management has decided to account for inventory of stores consumables for better control.

Point (f) of "Emphasis of Matter" in Auditors' Report:

The change in the accounting policy on accounting the finance charges on pro rata basis resulting in understatement of losses by Rs. 5,30,991./-, the management has decided to adopt the matching concept principle.

Point (g) of "Emphasis of Matter" in Auditors' Report:

The Company has not recognised, interest on loans advanced to/ loans availed from a fellow subsidiary taking a prudent and conservative view.

Point (vi) of the Annexure to the Auditors' Report:

The Company has since appointed Cost Auditor for the financial year 2014-15 and maintained the Cost Records under sub- section (1) of Section 148 of the Companies Act, 2013.

Point (vii) (a) and (b) of the Annexure to the Auditors' Report:

The Company is in the process of regularising all statutory remittances to the concerned department. A substantial level of taxes has been paid subsequently as on the date of this report.

Point (xi) of the Annexure to the Auditors' Report:

The company had initiated the process of regularizing the bank dues and as on the date of this report all dues have been updated.

ACKNOWLEDGEMENTS

Your Directors wish to express their appreciation for the assistance, support and cooperation extended by the Banks, Financial Institutions, Government Authorities, Customers, Suppliers and all Members during the year under review. Your Directors also wish to place on record their appreciation for the committed services by all employees of the Company.

For and on behalf of the Board Ennore Coke Limited

Place: Chennai R. Ramakrishnan K.U. Sivadas Date: 22.05.2015 Director Director DIN 00809342 DIN 00498594


Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the Twenty Ninth Annual Report together with the accounts of your Company for the year ended March 31,2014.

FINANCIAL HIGHLIGHTS

(Rupees in Lacs)

Particulars 2013-2014 2012-2013

Revenue from Operations and Other Income 50,090.91 35,885.07

Profit/(Loss) before Interest, Depreciation and Tax (438.11) (1,716.38)

Interest & Finance Charges 1,597.64 1,935.96

Depreciation 1,490.72 1,622.38

Provision for Tax 9.10 99.61

Deferred Tax 76.72 (1,395.40)

Net Profit/(Loss) for the year (3,612.29) (3,978.92)

Accumulated Profit/ (Loss) Brought forward From Balance Sheet (2,357.42) 1,621.50

Total Distributable profit/ (Loss) (5,969.71) (2,357.42)

Dividend Nil Nil

Dividend Tax Nil Nil

Profit/(Loss) Carried over to the Balance Sheet (5,969.71) (2,357.42)

Revenue from operations and other income for the year under review was Rs. 50,090.91 lacs and for previous year Rs. 35,885.07 lacs and the loss before tax was Rs. (3,612.29) lacs and for previous year (Rs. 3,978.92 lacs). The loss after tax including loss carried over to the Balance Sheet stands at Rs. (5,969.71) lacs and for previous year (Rs. 2,357.42 lacs).

BUSINESS REVIEW

The Coke and steel market has witnessed turbulent times in the last three years which has continuously seen erosion of coke prices while there has been escalation in coal prices.

Added to this, there was dumping of metallurgical coke by various Chinese companies on account of industrial slowdown in China also led to glut of coke in India thus contributing to fall in coke prices in Indian market. Further the Rupee losing its value and depreciated by about 30% (i.e. Rs.60/$ from Rs.45/$) during the past 3 years had worsened the situation. Delay in infrastructure projects implementation directly hit the steel industry and due to this, its impact on coke was severe. Further, part of the years production were affected due to by shortage of Coal in view of certain Import Constraints.

With the advent of the new government Infra structure Projects have also been announced and several other Project expected to announce and Import duties have been rationalised which we hope the same might puts the Coal and coke industry on the development path.

OPERATIONS & FUTURE PROSPECTS

Your Company resumed full fledged operations with the newly redesigned coke oven batteries during the financial year 2013-14 achieving an operative capacity of 1,30,000 mt per annum. It has already identified new units and those will be in operations soon. Your company is also in the process of taping Markets in other States. Your Company is also pleased to announce that the production of Power has commenced through Waste Heat Recovery and your company has been supplying power to the State Electricity Board under Power Purchase Agreement. The Company had successfully maintained its coke quality and could consistently supply to end users like Tata Metalliks, Sun Flag Steel, Moneth Ispat etc.

Your Company is currently revisiting its Marketing Model and proposes to spread its presence across geographical locations. Your company will persue identification of Dealers across the country to evenly spread the customer base and increase profitability.

Going Forward, your company is currently regulating the Production parameters which has resulted in enhanced yield.

PREFERENCE SHARES

During the year your Company has issued and allotted 10,00,00,000 fully paid up Cumulative Redeemable Preference Shares (CRPS) of face value of Rs.10/- each with a minimum coupon rate of 10% to Haldia Coke and Chemicals Private Limited, after complying with the necessary formalities and procedures.

DEPOSITORY SYSTEM

Your Company''s Equity Shares are available in dematerialised form through National Securities Depository Limited (NSDL) and Central Depository Services (India) Ltd. (CDSL). As at 31st March 2014, 99.91% of the Equity Shares of the Company were held in demat form.

MANAGEMENT DISCUSSION AND ANALYSIS

A detailed review of the operations, performance and outlook of the company and its business is given in the Management Discussion and Analysis Report, which forms a part of this report.

DIVIDEND

Your Directors have not recommended dividend in view of the losses incurred by the company during the year.

DEPOSITS

The Company has not accepted any deposits either from the shareholders or public within the meaning of The Companies (Acceptance of Deposits) Rules, 1977 as amended.

DIRECTORS

Mr. G. Natarajan retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

In Compliance with Section 149, 152 and other applicable provisions if any, of the Companies Act, 2013, your Company is seeking appointment of Mr. R Ramakrishnan and Mr. Aravind Subramanian as a Non-Executive and Independent Directors of the Company for five consecutive years upto the date of the Thirty Third Annual General Meeting of the Company. The Company has received notice in writing along with requisite deposit from a member under Section 160 (1) of the Companies Act, 2013, and they are not subject to retire by rotation.

During the year, Mr. Rajeev Agarwal, Director resigned from the Board with effect from 15th May 2014.

PARTICULARS OF EMPLOYEES:

There are no employees covered by Section 217 (2A) of the Companies Act, 1956, read with Companies (particulars of employees) Rules, 1975.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(5) of the Companies Act, 2013, with respect to Directors'' Responsibility Statement, it is hereby confirmed that:

a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the loss of the company for that period;

c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) the directors had prepared the annual accounts on a going concern basis; and

e) the directors, in the case of a listed company, 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) 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.

CORPORATE GOVERNANCE

Your Company is in compliance with the requirements and disclosures with respect to the Code of Corporate Governance as required under Clause 49 of the Listing Agreement entered into with the Stock Exchange. A report on Corporate Governance along with a certificate from the Auditors forms a part of this report.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars relating to energy conservation, technology absorption, foreign exchange earnings and outgo, as required to be disclosed 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 provided as "Annexure 1" to this Report.

AUDITORS

M/s. Sreedhar, Suresh & Rajagopalan, (Firm Regn. No. 003957S) Chartered Accountants, Chennai, the Statutory Auditors of the Company retire at the ensuing Annual General Meeting and to hold office from the conclusion of this Annual General Meeting until the conclusion of the Thirty First Annual General Meeting of the Company.

The Company has received a letter from the Statutory Auditor to the effect that their re-appointment, if made, would be within the prescribed limits under Section 139 (1) and 141 of the Companies Act, 2013.

AUDIT REPORT AND EXPLANATION UNDER SECTION 217 (3) OF THE COMPANIES ACT, 1956

The Auditors'' Report is self-explanatory and does not require any further comments except that :

Point (vii) of the Annexure to the Auditors'' Report

The Company has since appointed Internal Auditor under Section 138 of the Companies Act, 2013 to take care of the Internal Audit System for the financial year 2014-15.

Point (ix) (a) and (b) of the Annexure to the Auditors'' Report

The Company is in the process of regularising all statutory remittances to the concerned department. A substantial level of taxes have been paid subsequently as on the date of this report.

Point (xi) of the Annexure to the Auditors'' Report

The company had initiated the process of regularising the bank dues and as on the date of this report all dues have been updated.

APPRECIATION & ACKNOWLEDGEMENTS

The Directors wish to thank all the bankers for their continued assistance and support. The Directors also wish to thank the Shareholders of the Company for their continued support even in this global recession. Further the Directors also wish to thank the customers and suppliers for their continued cooperation and support. The Directors further wish to place on record their appreciation of employees at all levels for their commitment and their contribution.

On behalf of the board For ENNORE COKE LIMITED

Place : Chennai K U SIVADAS R RAMAKRISHNAN Date : 13th August 2014 Director Director


Mar 31, 2013

The Directors have pleasure in presenting the Twenty Eighth Annual Report together with the accounts of your Company for the year ended March 31, 2013.

FINANCIAL HIGHLIGHTS

(Rupees in Lacs) Particulars 2012-2013 2011-2012

Revenue 35885.07 63931.01

Profit/(Loss)before

Interest, Depreciation and Tax (1716.38) 4314.09

Interest & Finance Charges 1935.96 2330.41

Depreciation 1622.38 1499.63

Provision for Tax 99.61 200.16

Deferred Tax (1395.40) 82.18

Net Profit/(Loss) for the year (3978.92) 201.71

Accumulated Profit / (Loss) Brought forward

From Balance Sheet 1621.50 1419.79

Total Distributable profit / (Loss) (2357.42) 1621.50

Dividend Nil Nil

Dividend Tax Nil Nil

Profit/(Loss) Carried over to the Balance Sheet (2357.42) 1621.50

BUSINESS REVIEW

During the year, your company has not dealt with the much of trading transactions and it is one of the reasons for achieving lesser turnover when compared to last year.

- The Company has redesigned its coke oven batteries at Haldia, West Bengal in order to enhance the production capacity of the battery and also for cost reduction and in view of that the production was halted till August 2012. The company has absorbed fixed overhead costs during non- operational period which is one of the reason for loss arises during the year.

- Further during the non-operational period the Company has liquidated the stocks available in the Inventory with lesser margin which has resulted in the reduction in the inventory margin on the closing stocks which has resulted in the operational loss during the year under review.

However your Company had taken all steps to enhance the foundry coke sale in the western region for getting more margin and neutralise the effect during the year under review.

OPERATIONS & FUTURE PROSPECTS

As stated in the earlier, the Company had redesigned the Coke Oven Batteries and resumed the Coke operations from August 2012. The power production also started from December 2012.

Coke Production out of the newly re-designed coke oven batteries are being traded/sold to our major clients like Steel Authority of India Limited (SAIL), TATA Metaliks and other Integrated Steel plants. The company is also expected to get more orders from the Major Steel plants in India.

Your company is constantly pursuing the goal of reaching half a million tonnes of production and is hopeful of achieving a good part of the same during the later part of the financial year 2013-14

Your company is also planning to commence exports to Pakistan and South Africa.

DEPOSITORY SYSTEM

Your Company''s Equity Shares are available in dematerialised form through National Securities Depository Limited (NSDL) and Central Depository Services (India) Ltd. (CDSL). As at 31st March 2013, 99.91% of the Equity Shares of the Company were held in demat form.

MANAGEMENT DISCUSSION AND ANALYSIS

A detailed review of the operations, performance and outlook of the company and its business is given in the Management Discussion and Analysis report, which forms a part of this report.

DIVIDEND

Your Directors have not recommended dividend in view of the losses incurred by the company during the year.

DEPOSITS

The Company has not accepted any deposits either from the shareholders or public within the meaning of The Companies (Acceptance of Deposits) Rules, 1977 as amended.

DIRECTORS

Mr. G Natarajan, Whole Time Director of the Company ceased to be a Whole time Director with effect from 31st July 2013, but continues to be a Director in the Board subject to retirement by rotation in accordance with the Articles of Association of the Company and the relevant provisions of the Companies Act, 1956.

Mr. K U Sivadas was appointed as an Additional Director with effect from 30th January 2013.

The Company has received notice under Section 257 of the Companies Act, 1956 proposing the appointment of Mr. K U Sivadas as Director liable to determination through retirement by rotation at the ensuing Annual General Meeting.

Mr. M Aravind Subramanian, retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

During the year, Mrs. Uma Karthikeyan, Director resigned from the Board of Directors of the Company with effect from 5th September 2012. The Board wishes to place on record appreciation of the service rendered by Mrs. Uma Karthikeyan as Director of the Company during her tenure.

PARTICULARS OF EMPLOYEES:

As required under the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended, the name and other particulars of the employees is set out in Annexure -1 to this Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, it is hereby confirmed that:

(i) in the preparation of the annual accounts, the applicable accounting standards issued by the Institute of Chartered Accountants of India read with the requirements set out under Schedule VI to the Companies Act, 1956 have been followed and there is no material departures from the same;

(ii) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 31st March, 2013 and of the loss of the company for the year ended on that date;

(iii) the directors had 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; and

(iv) the directors had prepared the annual accounts of the Company on a ''going concern'' basis.

CORPORATE GOVERNANCE

Your Company is in compliance with the requirements and disclosures with respect to the Code of Corporate Governance as required under Clause 49 of the Listing Agreement entered into with the stock exchange. A report on Corporate Governance along with a certificate from the Auditors forms a part of this report.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars relating to energy conservation, technology absorption, foreign exchange earnings and outgo, as required to be disclosed 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 provided as "Annexure 2" to this Report.

AUDITORS

M/s. Sreedhar, Suresh & Rajagopalan, Chartered Accountants, Chennai, the Statutory Auditors of the Company retire at the ensuing Annual General Meeting and are eligible for reappointment.

AUDIT REPORT AND EXPLANATION UNDER SECTION 217 (3) OF THE COMPANIES ACT, 1956

The Auditors'' Report is self explanatory and does not require any further comments under Section 217 (3) of the Companies Act, 1956, except that :

Point (vii) of the Annexure to the Auditors'' Report

The Company has since appointed Internal Auditor to take care of Internal Audit system for the financial year 2013 -14.

Point (ix) (a) and (b) of the Annexure to the Auditors'' Report

The Company is in the process of regularising all statutory remittances to the concerned department. A Substantial level of taxes have been paid subsequently as on the date of this report.

Point (xi) of the Annexure to the Auditors'' Report

The company had initiated the process of regularising the bank dues and as on the date of this report all dues have been updated.

APPRECIATION & ACKNOWLEDGEMENTS

The Directors wish to thank all the bankers for their continued assistance and support. The Directors also wish to thank the Shareholders of the Company for their continued support even in this global recession. Further the Directors also wish to thank the customers and suppliers for their continued cooperation and support. The Directors further wish to place on record their appreciation of employees at all levels for their commitment and their contribution.

On behalf of the board

For ENNORE COKE LIMITED

Place:Chennai G NATARAJAN R RAMAKRISHNAN

Date :13th August 2013 Director Director


Mar 31, 2012

The Directors have pleasure in presenting the Twenty Seventh Annual Report together with the accounts of your Company for the year ended March 31, 2012.

FINANCIAL HIGHLIGHTS

(Rupees in Lacs)

Particulars 2011-2012 2010-2011

Revenue 63793.83 68597.12

Profit before Interest, Depreciation and Tax 4314.09 65247.04

Interest & Finance Charges 2330.41 2860.35

Depreciation 1499.63 946.83

Provision for Tax 200.16 267.86

Deferred Tax 82.18 (10.73)

Net Profit for the year 201.71 485.04

Accumulated Profit Brought forward from Balance Sheet 1419.79 934.74

Total Distributable profit 1621.50 1419.79

Dividend Nil Nil

Dividend Tax Nil Nil

Profit Carried over to the

Balance Sheet 1621.50 1419.79

OPERATIONS & FUTURE PROSPECTS

As stated in the earlier years Directors' Report, the Company had commissioned the Coke Oven Batteries in the year 2010. Further, as stated in the Letter of Offer, the Company had successfully commissioned and commenced power production during August, 2011. To improve the output of the coke it has been decided to redesign the ovens. After extensive review and introspection it has been decided to replace the existing oven batteries to cater to the new techniques of production.

The Company has halted operation of the plant and the after implementation of new facilities the power production will recommence.

From the third quarter of 2012-13 the Company hopes to commence power production.

Your Company is constantly pursuing the goal of reaching half a million tonnes of production and is hopeful of achieving a good part of the same in 2012-13.

Your Company is also planning to commence exports to Pakistan.

DEPOSITORY SYSTEM

Your Company's Equity Shares are available in dematerialised form through National Securities Depository Limited (NSDL) and Central Depository Services (India) Ltd. (CDsL). As at 31st March 2012, 99.24% of the Equity Shares of the Company were held in demat form.

MANAGEMENT DISCUSSION AND ANALYSIS

A detailed review of the operations, performance and outlook of the Company and its business is given in the Management Discussion and Analysis Report, which forms a part of this Report.

BUSINESS REVIEW

During the year your Company has carried out trading in coal and coke, especially, lumpy coke, where the margins were high even though the receivable duration was beyond banking sanctions and norms. The market was not buoyant throughout the year and it resulted in a lesser turnover compared to last year.

However your Company had taken all steps to reduce the cost and neutralise that effect.

DIVIDEND

Considering the significant expansion plans of your Company which require substantial investments, the Board of Directors think it prudent not to recommend declaration of dividend for the year.

DEPOSITS

The Company has not accepted any deposits either from the shareholders or public within the meaning of The Companies (Acceptance of Deposits) Rules, 1975.

DIRECTORS

Mr. Rajeev Agarwal, retires by rotation at the ensuing Annual General Meeting, being eligible, offers himself for re-appointment.

During the year, Mrs. Vathsala Ranganathan, Managing Director retired from the Board of Directors of the Company with effect from 2nd March, 2012.

Mr. Ganesan Natarajan was appointed as the Whole Time Director of the Company under Section 198, 269 309, 310 of the Companies Act, 1956 for a period of five years from 1st August, 2008 to 31st July, 2013.

During the year, Mr. R. Anantha Rama Krishnan and Mr. V. Kannan resigned from the Board of Directors of the Company with effect from 7th March, 2012.

The Board wishes to place on record appreciation of the services rendered by Mr. R. Anantha Rama Krishnan & Mr. V. Kannan.

PARTICULARS OF EMPLOYEES:

As required under the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended, the name and other particulars of the employees is set out in Annexure-1 to this Report.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors' Responsibility Statement, it is hereby confirmed that:

(i) that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(ii) that the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

(iii) that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) that the directors had prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE

Your Company is in compliance with the requirements and disclosures with respect to the Code of Corporate

Governance as required under Clause 49 of the Listing Agreement entered into with the Stock Exchange. A Report on Corporate Governance along with a Certificate from the Auditors forms a part of this Report.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars relating to energy conservation, technology absorption, foreign exchange earnings and outgo, as required to be disclosed 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 provided as "Annexure 2" to this Report.

AUDITORS

M/s. Sreedhar, Suresh & Rajagopalan, Chartered Accountants, Chennai, the Statutory Auditors of the Company retire at the ensuing Annual General Meeting and are eligible for reappointment.

Audit Report and Explanation under Section 217(3) of the Companies Act, 1956

The Auditors' Report is self explanatory and does not require any further comments under Section 217 (3) of the Companies Act, 1956, except that :

Point 5(e) of the Auditors' Report

With reference to the Auditors qualification relating to other income, the Company has initiated a process to address the issue of confirmation / information by refining the documentation procedures and strengthening the internal control measures through implementation of integrated ERP system. With respect to pending confirmation and reconciliation, the Company is in the process of obtaining such balance confirmations from parties with significant balances that are due from / receivable by the Company and performing reconciliation wherever required. In the opinion of the management, there will not be any impact on profit on completion of above process.

Point (vii) of the Annexure to the Auditors' Report

The Company is in the process of expanding the scope and coverage of the Internal audit system in the ongoing financial year.

Point (viii) of the Annexure to the Auditors' Report

The Company is in the process of regulating all statutory remittances to the concerned department. A significant level of taxes have been paid subsequently.

APPRECIATION & ACKNOWLEDGEMENTS

The Directors wish to thank all the bankers for their continued assistance and support. The Directors also wish to thank the Shareholders of the Company for their continued support even in the global recession.

Further the Directors also wish to thank the customers and suppliers for their continued cooperation and support. The Directors further wish to place on record their appreciation of employees at all levels for their commitment and their contribution.

On behalf of the board For ENNORE COKE LIMITED

Place : Chennai Sd/- Sd/-

Date :13th August 2012 Whole-time Director Director


Mar 31, 2011

Dear Members,

The Directors have pleasure in presenting the Twenty Sixth Annual Report together with the accounts of your Company for the year ended March 31, 2011.

FINANCIAL HIGHLIGHTS

Rupees in Lacs

Particulars 2010-2011 2009-2010

Revenue 68597.12 38896.27

Profit before Interest,

Depreciation

and Tax 4340.06 3141.73

Interest & Finance

Charges 2651.06 1212.50

Depreciation 946.83 514.75

Provision for Tax 267.86 383.41

Deferred Tax (10.73) 107.11

Net Profit for the year 485.04 923.95

Accumulated Profit Brought forward

From Balance Sheet 934.74 10.78

Total Distributable profit 1419.79 934.74

Dividend Nil Nil

Dividend Tax Nil Nil

Profit Carried over to the Balance Sheet 1419.79 934.74

OPERATIONS & FUTURE PROSPECTS

During the year, your Company completed the full implementation of the coke project with all the 6 batteries being operational .Concurrently the implementation of the power project was carried out in full swing and with the "flu gas" emanating from all the six batteries. The last mile testing of power project was put into action. All the operative parameters relating to velocity and temperature of the "flu gas" at various random points have been satisfactory.

The power plant is expected to be operational from October 2011 and in this connection , the company has already signed the Power Purchase Agreement with the West Bengal State Electricity Board.

Your Company is on the constant look out for opportunities to laterally expand on capacity and hopes to achieve a Gross capacity of Half a million tonnes of coke during the forthcoming years through conversion arrangement with similar units as also your Company is concentrating on the export market.

DEPOSITORY SYSTEM

Your Company's Equity Shares are available in dematerialised form through National Securities Depository Limited (NSDL) and Central Depository Services (India) Ltd. (CDSL). As at 31st March 2011, 98.46% of the Equity Shares of the Company were held in demat form.

MANAGEMENT DISCUSSION AND ANALYSIS

A detailed review of the operations, performance and outlook of the Company and its business is given in the Management Discussion and Analysis report, which forms a part of this report.

BUSINESS PERFORMANCE REVIEW

During the year your Company clocked an overall operative capacity of approx 3,00, 000 MT per annum. During the year, your Company has also carried out trading in coal and coke to keep in touch with the pace of the market which was volatile throughout the year. Your Company also made significant exports to United State of America, Turkey and Pakistan during the year.

On the domestic front your Company continued its direct supplies to end users like Tata Steel, IDCOL etc. This has helped your Company to scale a turnover of Rs 685.97 Crores for the financial year 2010-11 from Rs 388.96 Crores in 2009-10 an increase of 76%.

DIVIDEND

Considering the significant expansion plans of your Company which require substantial investments, the Board of Directors think it prudent not to recommend declaration of dividend for the year.

DEPOSITS

The Company has not accepted any deposits either from the shareholders or public within the meaning of The Companies (Acceptance of Deposits) Rules, 1977.

DIRECTORS

Mrs. Uma Karthikeyan and Mr. R. Ramakrishnan retire by rotation at the ensuing Annual General Meeting, being eligible, offer themselves for re-appointment.

Mrs. Vathsala Ranganathan was appointed as Managing Director of the Company under Section 198, 269,309, 310 of the Companies Act, 1956 for a period of five years from 1st August, 2008 to 31st July, 2013. Mr. Ganesan Natarajan was appointed as the Whole Time Director of the Company under Section 198, 269, 309, 310 of the Companies Act, 1956 for a period of five years from 1st August, 2008 to 31st July, 2013.

During the year, Mr. M.R. Rajagopal and Mr. M. Amjad Shariff resigned from the Board of Directors of the Company with effect from 14th February, 2011.

Mr. R. Anantha Rama Krishnan, Mr. M. Aravind Subramaniam and Mr. V. Kannan were appointed as Additional Directors of the Company with effect from 25th April, 2011 and they hold office up to the conclusion of the ensuing Annual General Meeting of the Company.

PARTICULARS OF EMPLOYEES:

As required under the provisions of Section 217 of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 particulars of employees are not required to be set out in the Report since there are no employees who are covered under the above mentioned provisions and rules.

Having regard to the provisions of Section 219(1)(b)(iv) of the said Act, the Annual report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. Any member interested in obtaining such particulars may write to the Company Secretary at the registered office of the Company

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors'

Responsibility Statement, it is hereby confirmed that:

(i) in the presentation of the annual accounts for the year ended 31st March 2011, the applicable accounting standards read with the requirements set out under Schedule VI to the Companies Act, 1956, have been followed and there are no material departures from the same ;

(ii) the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March 2011 and of the profit of the Company for the year ended on that date ;

(iii) the Directors have 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 together irregularities ; and

(iv) the Directors have prepared the annual accounts of the Company on a 'going concern' basis.

CORPORATE GOVERNANCE

Your Company is in compliance with the requirements and disclosures with respect to the Code of Corporate Governance as required under Clause 49 of the Listing Agreement entered into with the Stock Exchange. A report on Corporate Governance along with a certificate from the Auditors forms a part of this Report.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars relating to energy conservation, technology absorption, foreign exchange earnings and outgo, as required to be disclosed 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 provided as "Annexure A " to this Report.

AUDITORS AND AUDITORS' REPORT

M/s. Walker, Chandiok & Co., Chartered Accountants, Chennai, the Statutory Auditors of the Company hold office until the ensuing Annual General Meeting and are eligible for reappointment.

Audit report and Explanation under Section 217 (3) of the Companies Act, 1956

The Auditors' Report is self explanatory and does not require any further comments under Section 217 (3) of the Companies Act, 1956, except that :

Point 5(a) & (b) of the Audit Report and Point No. (iv) of Annexure to the Auditors' Report With reference to the Auditors qualification relating to other income, the Company has initiated a process to address the issue of confirmation / information by refining the documentation procedures and strengthening the internal control measures through implementation of integrated ERP system. With respect to pending confirmation and reconciliation, the Company is in the process of obtaining such balance confirmations from parties with significant balances that are due from / receivable by the Company and performing reconciliation wherever required. In the opinion of the management, there will not be any impact on profit on completion of above process.

Point No (iii) (f) & (g) of Annexure to the Auditors' Report

The transactions between two companies covered under Section 301 of the Companies Act, 1956 are an internal arrangement between these two companies, hence no other terms has been stipulated. However, necessary disclosures have been given by the directors under Section 299(3) of the Companies Act, 1956 which have been duly recordered in the register maintained by the Company and taken on record by the Board of Directors.

Point No. (vii) of Annexure to the Auditors' Report

The Company is in the process of expanding the scope and coverage of the Internal audit system in the ongoing financial year.

Point No. (ix) (a) of Annexure to the Auditors' Report

The Company is in the process of regulating all statutory remittances to the concerned department.

APPRECIATION & ACKNOWLEDGEMENTS

The Directors wish to thank all the bankers for their continued assistance and support. The Directors also wish to thank the Shareholders of the Company for their continued support even in this global recession. Further the Directors also wish to thank the customers and suppliers for their continued cooperation and support. The Directors further wish to place on record their appreciation of employees at all levels for their commitment and their contribution.

On behalf of the board

For ENNORE COKE LIMITED

VATHSALA RANGANATHAN R. RAMAKRISHNAN

Managing Director Director

Place : Chennai

Date : 13th August 2011










Mar 31, 2010

The Directors have pleasure in presenting the Twenty Fifth Annual Report together with the accounts of your Company for the year ended March 31, 2010.

FINANCIAL HIGHLIGHTS

Rupees in Lacs

Particulars 2009-2010 2008-2009

Revenue 38,895.64 10,106.40

Profit before Interest,

Depreciation and Tax 3,189.11 148.88

Interest & Finance Charges 1,259.87 115.34

Depreciation 514.75 9.91

Provision for Tax 383.41 15.51

Deferred Tax 107.11 0.30

Net Profit for the year 923.95 7.81

Accumulated Profit Brought

forward From Balance Sheet 10.78 2.97

Total Distributable profit 934.74 10.78

Dividend Nil Nil

Dividend Tax Nil Nil

Profit Carried over to the

Balance Sheet 934.74 10.78

OPERATIONS & FUTURE PROSPECTS

During the year, your company commenced commercial production at Haldia in Battery no 1 and 2 during April 2009 equivalent to one third of the coke capacity. We are happy to state that the output parameters matched with the best in the Industry. In October 2009 Batteries 3 and 4 were commissioned augmenting another one third of the total coke capacity. Concurrently the Implementation of the Power Project was carried out in full swing and the Power plant is expected to be operational by the Third Quarter of 2010 as also Batteries 5 and 6. Further the operating capacities of your company galloped laterally to nearly 4,00,000 M.T. by end of the March 2010. This was possible through identification of units whose manufacturing capacities and process synergized evenly with that of your company.

During the year your company also carried out trading in Coal and Coke to keep in touch with the pulse of the

Market which was volatile through out the year This has helped the company to scale a Turnover of Rs 388.95 Crores during 2009-10 from Rs 101.06 Crores in 2008-09 (an increase of 385 %). As on date your company has operating capacities in four states and Marketing activities in Seven States. Your Company is on the constant lookout for opportunities to laterally expand on capacity and hopes to achieve a Gross Capacity of Half a Million tonnes of coke during the forthcoming year.

Your Company hopes to focus on Exports during the forthcoming year. It has already signed annual Contracts for exports with Natural Resources Singapore, Mitshubushi Corporation Japan, Severstal Steel Inc USA as also continue the ongoing Export Orders with Pakistan and Durban.

On the Domestic Front, Your Company has successfully commenced supply to Tata Steel, IDCOL, Tata Metallicks as also foundries at Belguam and Coimbatore.

MANAGEMENT DISCUSSION AND ANALYSIS

A detailed review of the operations, performance and outlook of the company and its business is given in the Management Discussion and Analysis report, which forms a part of this report.

BUSINESS PERFORMANCE REVIEW

During the year your company continued the Implementation of Co generation Power Plant of 12mw capacity at Haldia as also continue the implementation of the coke project. The Coke project has now commenced operation on two thirds of its capacity and is expected to achieve full capacity by the forthcoming year. Your Company has already signed a Power Purchase agreement with West Bengal State Electricity Board. On the Basis of performance and operating Capacity the State Bank of India Consortium enhanced the Working Capital limits to Rs. 175 Crores. Your Company has successfully started utilizing four more third party manufacturing units in the states of Gujarat/ West Bengal/Orissa/Jharkhand.

During the year, your Company had carried out significant volume of Exports to Pakistan and Durban as also USA. Your Company has also commenced direct supplies to end users prominent amongst them are Tata Metalicks, Tata Steels, IDCOL Kalinga, Narasingh Ispat, Maheswari Ispat as also foundries at Coimbatore and Belguam.

Opportunity

a) Fully Integrated Coke and Power Plant means no input cost for power

b) Low Transmission Cost

c) Stamp Charging technique to improve yield

d) Export potential

STRENGTHS

a) Lateral Expansion of capacity reduces the per unit cost

b) Environment friendly Technology

c) Possibility of Incentives from Government

d) Minimum Inventory holding time because of utilizing external capacities

WEAKNESS

- Possibility of statutory levies in future

- Scarcity or increase in price of Raw Material

THREATS

a) Change in Govt Policy affecting the price and availability of Raw Material and Finished Goods

b) Recession

c) Currency Fluctuation

d) China likely to dump again

CORPORATE GOVERNANCE

Your company is in compliance with the requirements and disclosures with respect to the Code of Corporate Governance as required under Clause 49 of the listing agreements with the stock exchanges. A report on Corporate Governance along with a certificate from the Auditors forms a part of this report.

DIRECTORS

Mr. Rajeev Agarwal and Mrs. Uma Karthikeyan retires by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

Subsidiary Status

During the year under review, M/s. Haldia Coke and Chemicals Pvt. Ltd., have acquired the holding of M/s. Shriram EPC Ltd., and M/s. Shriram Auto Finance, Chennai in our Company through an Inter - se transfer of shares amongst group (under Regulation 3(1)(e)(i) of the Takeover Regulations) and currently holds 60.86 % of the paid up capital of our Company.

Haldia Coke is an integrated merchant met coke producer with met coke plants and captive coking coal mines. Haldia Coke owns an 80,000 metric ton per annum capacity met coke plant at Nergundi in Orissa through its wholly owned subsidiary Wellman Coke Ltd. In addition, Haldia Coke owns a 130,000 metric ton per annum capacity met coke plant and a by-product power plant at Haldia in West Bengal.

Haldia Coke also holds two coking coal mines in West Virginia and Arkansas, USA with combined production capacity of 423,000 ton per annum and extractable reserves of 25 million MT.

Thus, by virtue of the above, your Company has become a subsidiary of M/s. Haldia Coke and Chemicals Pvt. Ltd., Chennai, during June 2010.

COMMITTEES OF THE BOARD

Audit Committee

The company has constituted an Audit Committee as per the provisions of the Companies Amendment Act, 2000 and under Section 292 A of the Companies Act, 1956. The present members of the Committees are:

Chairman : Mr. R. Ramakrishnan

Members : Mrs. Uma Karthikeyan Mr. M.R. Rajagopal Mr. Rajeev Agarwal

The Committee has met so far four times during the year.

PARTICULARS OF EMPLOYEES

As required under the provisions of section 217 (2A) of the Companies Act, 1956 read with the Companies (particulars of Employees) Rules, 1975, as amended, the names and other particulars of employees or set out in the Annexure I to this Report.

DIRECTORS RESPONSIBILITY STATEMENT

Your directors confirm:

1. That in the preparation of the annual accounts, the applicable accounting standards have been followed;

2. That they had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and the profit of the company for that period;

3. That they had 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; and

4. That they had prepared the annual accounts on a going concern basis.

AUDITORS

M/s. Walker Chandiok & Co., Chartered Accountants, Chennai, the Statutory Auditors of the Company retires at the ensuing Annual General Meeting and are eligible for reappointment.

Audit report and EXPLANATION UNDER SECTION 217 (3) of the Companies Act, 1956

The Auditors Report is self explanatory and does not require any further comments under Section 217 (3) of the Companies Act, 1956, except that:

Point no (Hi) (f) & (iii) (g) of Annexure to the Auditors Report

The transactions between two companies covered under Section 301 of the Companies Act, 1956 are an internal arrangement between these two companies, hence no other terms has been stipulated. However, necessary disclosures have been given by the directors under Section 299(3) of the Companies Act, 1956 which have

been duly recorded in the register maintained by the Company and taken on record by the Board of Directors.

Point no

(vii) of Annexure to the Auditors Report The Company is in the process of expanding the scope and coverage of the Internal audit system in the current year. Point no

(ix)(a) of Annexure to the Auditors Report

The Company is in the process of regulating all statutory remittances to the concerned department.

Point no.xi of Annexure to the Auditors Report

The term loan amounting to Rs.24,525,000 has been repaid to the bank by 30th June 2010 and there is no dues payable to any financial institution or debenture holders as on the date of this report.

APPRECIATION & ACKNOWLEDGEMENTS

The Directors wish to thank all the bankers for their continued assistance and support. The Directors also wish to thank the Shareholders of the Company for their continued support even in this global recession. Further the Directors also wish to thank the customers and suppliers for their continued cooperation and support. The Directors further wish to place on record their appreciation of employees at all levels for their commitment and their contribution.

On behalf of the board

For ENNORE COKE LIMITED

Place : Chennai VATHSALA RANGANATHAN M.R. RAJAGOPAL

Date : 03rd August 2010 Managing Director Director





 
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