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Directors Report of EPC Industrie Ltd.

Mar 31, 2015

Dear Members,

The Directors are pleased to present the 33rd Annual Report on business and operations of your Company along with the audited financial statements and accounts for the year ended 31st March, 2015.

FINANCIAL HIGHLIGHTS

(Rs. in lacs) For the Year For the Year ended 31st ended 31st March, 2015 March, 2014

Turnover (Net) 16922.90 17472.52

Other Income 256.26 256.60

17179.16 17729.12

Profit Before Interest,

Depreciation & Tax 660.80 1285.74

Finance cost 119.56 235.34

Depreciation 273.76 279.41

Profit Before Tax 267.48 770.99

Tax expense 88.00 —

Profit After Tax 179.48 770.99

Transfer to General Reserve — —

Add : Balance Brought

Forward (1085.47) (1856.46)

Depreciation on transaction to Schedule II to the Companies Act, 2013 (69.26) —

Deficit Carried to the Balance

Sheet (975.25) (1085.47)

Figures have been regrouped wherever necessary. Operations and Financial Overview

During the year under review, your Company's turnover was at Rs. 169.23 crore as compared to Rs. 174.73 crore for the previous year affecting the performance marginally. The Profit Before Tax was at Rs. 2.67 crore vs. Rs. 7.71 crore in the previous year, The Profit after tax was at Rs. 1.79 crore vs. Rs. 7.71 crore in the previous year.

The year 2014-15 was quite challenging amidst untimely rain, pendency in subsidies release, delays in introduction of Subsidy scheme as per National Mission on Sustainable Agriculture (NMSA) guidelines by few States resulting in subdued demand from farmer community.

Despite these constraints and challenging environment, the Company could achieve this performance.

During the year under review, the Company has entered into Memorandum of Understanding with M/s S - Rain Control A/S, Denmark, an automation products manufacturer in Irrigation Systems. This will assist in catering to farmers using hi-end technology for farming. This new business will contribute significantly to the Company's top line and bottom line in the years to come.

Dividend

Your Directors do not recommend any dividend considering the need to augment resources for operational purposes.

Corporate Governance & Management Discussion and Analysis Report

Your Company believes in sound practices of good Corporate Governance. Transparency, Accountability, and Responsibility are the fundamental guiding principles for all decisions, transactions, and policy matters of the Company. A Report on Corporate Governance alongwith a certificate from the Statutory Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement, forms part of this Annual Report.

Further, the Management Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange, is given in Annexure I to this Report.

Stock Options

The Nomination and Remuneration Committee of the Board of Directors of the Company, inter alia, administers and monitors the Employees' Stock Option Scheme of the Company in accordance with the applicable SEBI Guidelines.

During the year under review 6125 Nos. Stock Options got vested under the Employees Stock Option Scheme - 2010, and were exercised immediately after vesting. Accordingly, the Company made the allotment of 6125 Equity Shares on 21st November, 2014 against these options exercised by the employees.

In pursuance of the approval of the Members at the previous Annual General Meeting held on 31st July, 2014 your Company has formulated and implemented New Employee Stock Option Scheme - 2014 (the Scheme) for grant of Employee Stock Options to employees of the Company in the form of Stock Options and/or Restricted Stock Units ("RSUs") and/or other instruments ("Options") exercisable into Equity Shares. The Nomination and Remuneration Committee of the Board of Directors has granted 80,424 Stock Options during the year under review, comprising about 0.29% of the current paid up capital of the Company.

The applicable disclosures as stipulated under the SEBI Guidelines as on March 31, 2015 (cumulative position) with regard to the Employees' Stock Option Scheme (ESOS) are provided in Annexure II to this Report.

The Company has received a certificate from the Auditors of the Company that the Scheme has been implemented in accordance with the SEBI Guidelines and the resolution passed by the members. The certificate would be placed at the Annual General Meeting for inspection by members. Voting rights on the shares issued to employees under the ESOS are either exercised by them directly or through their appointed proxy.

Share Capital

During the year, with the allotment of 6125 equity shares on exercising of Stock Options by employees, the total paid up equity share capital of the Company increased from 2,76,38,239 equity shares of Rs. 10/- each to 2,76,44,364 equity shares of Rs. 10/- each. The said equity shares have been listed on the Bombay Stock Exchange Limited and they rank pari passu with the existing equity shares in all respects.

Accordingly, the Paid-up Share Capital of the Company stood at Rs. 27,64,43,640 divided into 2,76,44,364 equity shares of Rs. 10 each as on 31st March, 2015.

Holding Company

The promoters of the Company i.e. Mahindra and Mahindra Limited (M & M) hold 1,51,44,433 equity shares which represents 54.78 percent of the total paid up capital of the Company. Your Company continues to be a subsidiary company of M & M. The Company does not have any subsidiary company.

Contracts and arrangements with Related Parties

During the financial year, all contracts/arrangements/ transactions entered by the Company with related parties were in the ordinary course of business on an arm's length basis. During the year, the Company had not entered into any contract/arrangement/transaction with related parties which could be considered material in accordance with the policy of the Company with materiality of related party transactions.

All related party transactions are placed before the Audit Committee for approval wherever applicable. Prior omnibus approval is also obtained from the Audit Committee for the related party transactions which are of repetitive nature as well as the transactions which cannot be foreseen and accordingly, the required disclosures are made to the Committee on quarterly basis in terms of approval of the Committee.

The Company's major related party transactions are generally with its holding and associate companies. The related party transactions are entered into based on considerations of various business exigencies, such as synergy in operations, sale transactions through tenders or otherwise. All related party transactions are negotiated on an arms-length basis, and are intended to promote the Company's interests.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company's website at the link: http://www.epcmahindra.com/pdf/EPC_Policy_on_Related_ Party_ Transactions.pdf. The related party transactions have been set out in the Note No. 31 to the financial statement.

Risk Management

During the year, your Directors have constituted a Risk Management Committee under the chairmanship of Mr. Nikhilesh Panchal and Mr. Ashok Sharma and Mr. Anand Daga

being other members. The Committee has been entrusted with the responsibility to assist the Board in (a) Overseeing and approving the Company's enterprise wide risk management framework; and (b) Overseeing that all the risks that the organization faces such as strategic, financial, credit, market, liquidity, security, property, IT, legal, regulatory, reputational and other risks have been identified and assessed and there is an adequate risk management infrastructure in place capable of addressing those risks. The Risk Management Policy was reviewed and recommended by the Risk Management Committee and approved by the Board of Directors.

The Company manages, monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives, risk mitigation measures and internal controls and processes.

Industrial Relations

The industrial Relations continue to be peaceful and cordial at all levels. The Directors wish to place on record their sincere appreciation of the Company's employees at all levels. The Company's consistent growth is made possible by their hard work solidarity, co-operation and support.

The Management Discussion and Analysis Report gives an overview of the developments in Human Resources/Industrial Relations during the year.

Safety, Health and Environmental Performance Your Company's commitment towards safety, health and environment is being continuously enhanced and your Company encourages involvement of all its employees in activities related to safety, including promotion of safety standards.

During the year under review, no major accidents occurred. The Safety Committee regularly reviews the adherence of safety norms. Some of the programmes undertaken by the Company such as the behaviour based safety training, Knowledge based fire extinguisher training, and fire fighting training and safety awareness have resulted in the reduction of number of accidents.

Various health checkup programmes for employees were regularly undertaken by the Company during the year.

Requirements relating to various environmental legislations and environment protection have been duly complied by your Company.

Directors and Key Managerial Personnel Pursuant to the provisions of Section 149 of the Companies Act, 2013, the Non independent Director Mr. S Durgashankar would retire and, being eligible, has offered himself for reappointment. Ms. Sangeeta Prasad was co-opted on the Board on 28th October, 2014 and holds office upto the ensuing Annual General Meeting, being eligible, has offered herself for appointment.

The Company has received Notices in writing from Member alongwith requisite deposit, proposing Ms. Sangeeta Prasad for appointment to the office of Director at the ensuing Annual General Meeting.

The Shareholders in the Annual General Meeting held on 31st July, 2014 appointed Mr. Ashok Sharma as Whole Time Director designated as Executive Director and CEO of the Company with effect from 1st October, 2014, on a consolidated remuneration of Rs. 12,00,000 per annum for a period of three years. Mr. Ashok Sharma is also receiving a remuneration from the holding Company M/s. Mahindra and Mahindra Limited. The Board of Directors has approved the re-designation of Mr. Ashok Sharma as Executive Director with effect from 1st June, 2015.

Pursuant to the provisions of Section 203 of the Companies Act, 2013, the Board of Directors has further approved appointment of Mr. Sanjeev Mohoni as Chief Executive Officer of the Company with effect from 1st June, 2015 who will be looking after day to day affairs of the Company.

In terms of the provisions of Section 149 of the Companies Act, 2013 and other applicable provisions, if any, the Shareholders have appointed Mr. Vinayak Patil, Mr. Nikhilesh Panchal and Mr. Anand Daga as Independent Directors of the Company for a period of 5 years in the Annual General Meeting held on 31st July, 2014 who are not liable to retire by rotation.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Act and Clause 49 of the Listing Agreement with the Stock Exchange.

The information required pursuant to Section 197(12) read with Rule 5(1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of ratio of remuneration of a director to the median remuneration of the employees of the Company for the financial year is given in the Annexure III to this Report.

The Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors which include criteria for performance evaluation of the non-executive directors and executive director. The statement indicating the manner in which formal annual evaluation of the Directors, the Board and Board level committees are given in detail in the report on Corporate Governance, which forms part of this Annual Report.

The Company had on the basis of the Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors, followed a process of evaluation by the Board for its own performance and that of its Committees and individual Directors.

The details of programmes for familiarisation of Independent Directors with the Company, their roles, rights, responsibilities

in the Company, nature of the industry in which the Company operates, business model of the Company and related matters are put up on the website of the Company.

The following policies of the Company are attached herewith marked as Annexure IV and Annexure V:

a) Policy on Appointment of Directors and Senior Management and Succession Planning for Orderly Succession to the Board and the Senior Management.

b) Policy for Remuneration of the Directors, Key Managerial Personnel and other employees.

Directors' Responsibility Statement

Pursuant to section 134(5)(e) of the Companies Act, 2013, your Directors, based on the representations received from the Operating Management, and after due enquiry, state that:

a) in the preparation of the annual accounts for the year ended March 31, 2015, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

b) 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 March 31, 2015 and of the profit of the Company for the year ended on that date;

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors have prepared the annual accounts on a 'going concern' basis;

e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Corporate Social Responsibility Committee

The Corporate Social Responsibility Committee (CSR Committee) has formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, which has been approved by the Board.

The CSR Policy may be accessed on the Company's website at the link: http://www.epcmahindra.com/pdf/EPC_CSR_ Policy.pdf

The key philosophy of all CSR initiatives of the Company is guided by three core commitments of Scale, Impact and Sustainability.

The Company has identified few focus areas of engagement which are as under:

- Rural Transformation: Creating sustainable livelihood solutions, addressing poverty, hunger and malnutrition.

- Health: Affordable solutions for healthcare through improved access, awareness and health seeking behaviour.

- Education: Access to quality education, training and skill enhancement.

- Environment: Environmental sustainability, ecological balance, conservation of natural resources.

- Disaster Response: Managing and responding to disaster.

During the year under review your Company initiated few projects such as renovation of school building in the rural area, girl child education, pure drinking water, medical equipment for old age and disabled persons. These projects were mainly implemented directly through employee participation. The Company has also actively participated in the "Mahindra's Hariyali Project of 1 Million tree plantation.

During the year under review, the Company has spent Rs. 13.79 lacs which is around 2.05% of the average net profits of last three financial year on CSR activities.

The Annual Report on CSR activities is annexed herewith marked as Annexure VI.

Internal Complaints Committee

During the year under review, no complaints were reported to/resolved by the Committee for the year ended 31st March, 2015 in accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Vigil Mechanism/Whistle Blower policy

In order to ensure that the activities of the Company and its employees are conducted in a fair and transparent manner by adoption of highest standards of professionalism, honesty, integrity and ethical behaviour, the Company has adopted a vigil mechanism policy. This policy is explained in Report on Corporate Governance and also posted on the website of the Company.

Internal Financial Control Systems and their adequacy

Your Company has laid down set of standards, processes and structures which enables to implement internal financial control across the organisation and ensure that the same are adequate and operating effectively.

Auditors

The Auditors, Messrs. Deloitte Haskins & Sells, Chartered Accountants, Baroda holds office until the conclusion of the ensuing Annual General Meeting. The Auditors are eligible for reappointment under Section 139(1) of the Companies Act, 2013 and have furnished a certificate to this effect. The Directors recommend their reappointment as Auditors of the Company upto the conclusion of the next Annual General Meeting.

Cost Auditors

The Company had filed the Cost Audit Report as per the Companies (Cost Accounting Records) Rules, 2011 prescribed under Section 209(1)(d) of the Companies Act, 1956 pertaining to the financial year 2013-14 before the due date of filing.

Pursuant to section 148 of the Companies Act, 2013, the Board of Directors, on the recommendation of the Audit Committee appointed M/s Shilpa & Company, Cost Accountants, as the Cost Auditors of the Company for the financial year 2015-16. M/s Shilpa & Company have confirmed that their appointment, is within the limits of section 139 of the Companies Act, 2013 and have also certified that they are free from any disqualification specified under sections 141(3) and 148(5) of the Companies Act, 2013.

The Audit Committee has also received a Certificate from the Cost Auditor certifying their independence and arm's length relationship with the Company.

The Directors recommend the remuneration payable to the Cost Auditors of the Company for the year 2015-16. The approval from Shareholders for the remuneration payable to the Cost Auditors is being sought at the ensuing Annual General Meeting.

Secretarial Auditors

Pursuant to provisions of Section 204 of the Companies Act, 2013, the Board has appointed Mr. Sachin Bhagwat Practising Company Secretary, to conduct Secretarial Audit for the financial year 2014-15. The Secretarial Audit Report for the financial year ended on 31st March, 2015 is annexed as Annexure VII to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

Public Deposits & Loans/Advances

During the year, the Company did not accept any fixed deposit. The deposits accepted in the previous years were repaid on 30th September, 2014. There were unclaimed/unpaid deposits and unclaimed/unpaid interest warrants outstanding as on March 31, 2015 amounting to Rs. 4.83 lacs. Your Company has neither made any loans or advances nor any guarantees or securities provided which are required to be disclosed in the Annual Accounts of the Company pursuant to Clause 32 of the Listing Agreement.

DISCLOSURES:

CSR Committee

The CSR Committee comprises M/s Ashok Sharma (Chairman), S Durgashankar and Vinayak Patil as other members.

Nomination and Remuneration Committee

The Nomination and Remuneration Committee comprises Directors namely M/s Anand Daga (Chairman), S Durgashankar and Vinayak Patil as other members.

Audit Committee

The Audit Committee comprises Directors namely M/s Vinayak Patil (Chairman), S Durgashankar and Anand Daga as other members.

All the recommendations made by the Audit Committee were accepted by the Board.

Meetings of the Board

Five meetings of the Board of Directors were held during the year. For further details, please refer Report on Corporate Governance of this Annual Report.

Extract of Annual Return

Pursuant to sub-section 3(a) of Section 134 and sub-section 3 of Section 92 of the Companies Act, 2013, read with Rule 12 of the Companies (Management and Administration) Rules 2014, the extracts of Annual Return of the Company as at 31st March, 2015 is annexed herewith as Annexure VIII to this Report.

General

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. Details relating to deposits covered under Chapter V of the Companies Act, 2013.

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and except ESOS referred to in this Report.

4. There were no material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the financial year and the date of this Report.

5. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.

Energy Conservation and 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 sub-section(3)(m) of Section 134 of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are provided in Annexure IX to this Report.

Particulars of Employees

The Company had no employee, who was employed throughout the financial year and was in receipt of remuneration of not less than Rs. 60,00,000 per annum during the year ended 31st March, 2015 or was employed for a part of the financial year and was in receipt of remuneration of not less than Rs. 5,00,000 per month during any part of the year.

Acknowledgements

Your Directors take this opportunity to place on record their sincere appreciation for the co-operation and continued support received from customers, vendors, suppliers, bankers, business associates and shareholders.

For and On behalf of the Board

Ashok Sharma Vinayak Patil Executive Director & CEO Director

Place : Nashik Dated : 27th April, 2015


Mar 31, 2014

Dear Members,

The Directors are pleased to present the 32nd Annual Report on business and operations of your Company alongwith the audited financial statements and accounts for the year ended 31st March, 2014.

FINANCIAL HIGHLIGHTS

(Rs. in lacs)

For the Year For the Year ended 31st ended 31st March, 2014 March, 2013

Turnover (Net) 17472.52 16140.80

Other Income 256.60 276.02

17729.12 16416.82 profit Before Interest,

Depreciation & Tax 1285.74 1035.15

Finance cost 235.34 246.37

Depreciation 279.41 254.57

profit Before Tax 770.99 534.21

Tax expense — —

profit After Tax 770.99 534.21

Add : Balance Brought Forward (1856.46) (2390.67) Defcit Carried to the Balance

Sheet (1085.47) (1856.46)

* Figures have been regrouped wherever necessary.

Operations and Financial Overview

During the year under review, your Company''s turnover was at Rs. 17472.52 lacs as compared to Rs. 16140.80 lacs for the previous year refecting a growth of 8.3%. The profit Before Tax was at Rs. 770.99 lacs vs. Rs. 534.21 lacs in the previous year, The profit after tax was at Rs. 770.99 lacs vs. Rs. 534.21 lacs in the previous year.

FY 2013-14 proved to be a challenging year for your Company amidst economic uncertainties, hailstorm, untimely rains and change in subsidy policies of State Governments. Despite these constraints and challenging environment, the Company could register a marginal growth. The Company has succeeded in sustaining growth in turnover, due to cost savings measures, operational cost reduction, lift and shift policy, optimum utilization of available resources despite the acute pressure of rising raw material prices.

During the year under review, the Company started its Greenhouse/Polyhouse business. This new business including Agricultural Pumps will contribute significantly to the company''s top line and bottom line in the years to come.

Dividend

Your Directors do not recommend any dividend considering the need to augment resources for operational purposes.

Management Discussion and Analysis Report

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

Corporate Governance

Your Company believes in sound practices of good Corporate Governance. Transparency, Accountability, and Responsibility are the fundamental guiding principles for all decisions, transactions, and policy matters of the Company. A Report on Corporate Governance alongwith a certifcate from the Statutory Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement, forms part of this Annual Report.

Stock Options

During the year under review 7375 Nos. Stock Options got vested in terms of EPC Industrié Limited Employees Stock Option Scheme -2010, and were exercised immediately after vesting. Accordingly, the Company made the allotment of 7375 Equity Shares on 12th December, 2013 against these options exercised by the employees.

The disclosures as stipulated under the SEBI Guidelines as at March 31, 2014 (cumulative position) are provided in Annexure I to this Report.

EPC Industrié Limited Employees Stock Option Scheme -2014

Your Company proposes to introduce a new Employee Stock Option Scheme known as "EPC Industrié Limited Employees Stock Option Scheme 2014 ("New Scheme"). The New Scheme will facilitate grant of Options to the employees in the form of Stock Options and/or Restricted Stock Units ("RSUs") and/or other instruments ("Options") exercisable into Equity Shares. It is proposed that the Options can be exercised by the employees at a price equal to or not less than the face value of the Equity Shares of the Company. The necessary Resolutions seeking consent of the Members are being sought as proposed in the Notice convening the Annual General Meeting.

The New Scheme has been formulated in accordance with the Guidelines and other applicable laws.

Share Capital

During the year, with the allotment of 7375 equity shares on exercising of Stock Options by employees, the total paid up equity share capital of the Company increased from 2,76,30,864 equity shares of Rs. 10/- each to 2,76,38,239 equity shares of Rs. 10/- each. The said equity shares have been listed on the Bombay Stock Exchange Limited and they rank pari passu with the existing equity shares in all respects.

Accordingly, the Paid-up Share Capital of the Company stood at Rs. 27,63,82,390 divided into 2,76,38,239 equity shares of Rs. 10 each as on 31st March, 2014.

Holding Company

The promoters of the Company i.e. Mahindra and Mahindra Limited (M & M) hold 1,51,44,433 equity shares which represents 54.80 percent of the total paid up capital of the Company. Your Company continues to be a subsidiary company of M & M.

Industrial relations

The industrial relations continue to be peaceful and cordial at all levels. The Directors wish to place on record their sincere appreciation of the Company''s employees at all levels. The Company''s consistent growth is made possible by their hard work solidarity, co-operation and support.

The Management Discussion and Analysis Report gives an overview of the developments in Human Resources / Industrial Relations during the year.

Safety, Health and Environmental Performance

Your Company''s commitment towards safety, health and environment is being continuously enhanced and your Company encourages involvement of all its employees in activities related to safety, including promotion of safety standards.

During the year under review, no major accidents occurred. The Safety Committee regularly reviews the adherence of safety norms. Some of the programmes undertaken by the Company such as the behaviour based safety training, Knowledge based fre extinguisher training and fre fghting training and safety awareness have resulted in the reduction of number of accidents.

Various health checkup programmes for employees were regularly undertaken by the Company during the year.

Requirements relating to various environmental legislations and environment protection have been duly complied by your Company.

Directors

Pursuant to the provisions of Section 149 of the Companies Act, 2013, the Independent Directors Mr. Anand Daga, Mr. Vinayak Patil and Mr. Nikhilesh Panchal being independent Directors would retire and, being eligible, have offered themselves for reappointment as Independent Directors.

The three years'' term of Mr. Ashok Sharma as Whole time Director would be expiring on 30th September, 2014 and would require to be renewed for a further period of 3 years with effect from 1st October, 2014. The approval from shareholders for renewal of his term is being sought at the ensuing Annual General Meeting.

The Company has received Notices in writing from Member(s) proposing Mr. Anand Daga, Mr. Vinayak Patil, Mr. Nikhilesh Panchal and Mr. Ashok Sharma for appointment to the office of Directors at the ensuing Annual General Meeting.

Directors'' Responsibility Statement

Pursuant to section 217 (2AA) of the Companies Act, 1956, your Directors, based on the representations received from the Operating Management, and after due enquiry, confirm that:

(i) in the preparation of the annual accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

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

(iii) proper and suffcient 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;

(iv) the annual accounts have been prepared on a Going Concern basis.

Corporate Social Responsibility Committee

During the year, your Directors have constituted the Corporate Social Responsibility (CSR) Committee comprising Mr. Ashok Sharma as the Chairman and Mr. S Durgashankar and Mr. Vinayak Patil as other members.

The said Committee has been entrusted with the responsibility of formulating and recommending to the Board, a Corporate Social Responsibility Policy (CSR policy) indicating the activities to be undertaken by the Company, monitoring the implementation of the framework CSR Policy and recommending the amount to be spent on CSR activities.

Internal Complaints Committee

During the year under review, the Internal Complaints Committee was constituted in accordance with the new legislation the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and no complaints were reported to or resolved by the Committee for the year ended 31st March, 2014.

Auditors

The Auditors, Messrs. Deloitte Haskins & Sells, Chartered Accountants, Baroda holds office until the conclusion of the ensuing Annual General Meeting. The Auditors are eligible for reappointment under Section 139 (1) of the Companies Act, 2013 and have furnished a certifcate to this effect. The Directors recommend their reappointment as Auditors of the Company upto the conclusion of the next Annual General Meeting.

Cost Auditors

The Company had fled the Cost Audit Report as per the Companies (Cost Accounting Records) Rules, 2011 prescribed under Section 209 (1)(d) of the Companies Act, 1956 pertaining to the financial year 2012-13 before the due date of fling.

Pursuant to section 148 of the Companies Act, 2013, the Board of Directors, on the recommendation of the Audit Committee appointed M/s Shilpa & Company, Cost Accountants, as the Cost Auditors of the Company for the financial year 2014-15. M/s Shilpa & Company have confirmed that their appointment, is within the limits of section 139 of the Companies Act, 2013 and have also certified that they are free from any disqualifcation specified under sections 141 (3) and 148 (5) of the Companies Act, 2013.

The Audit Committee has also received a Certifcate from the Cost Auditor certifying their independence and arm''s length relationship with the Company.

The Directors recommend the remuneration payable to the Cost Auditors of the Company for the year 2014-15.

The approval from Shareholders for the remuneration payable to the Cost Auditors is being sought at the ensuing Annual General Meeting.

Public Deposits & Loans/Advances

During the year, in order to meet working capital requirements, the Fixed Deposit Scheme was re-launched by the Company pursuant to the provisions of the Companies (Acceptance of Deposits) Rules, 1975 and collected Rs.369.15 lacs from public and shareholders of the Company. In view of the provisions of 74 (1)(b) of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014, all the outstanding Fixed Deposits would required to be repaid within one year from the commencement of the Act. Accordingly, all deposits due for repayment during the financial year 2014-15 or those maturing beyond one year shall be repaid during the Financial Year 2014-15.

Your Company has also not made any loans or advances, which are required to be disclosed in the Annual Accounts of the Company pursuant to the Clause 32 of the Listing Agreement.

Energy Conservation and 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 Directors) Rules, 1988 are provided in Annexure II to this Report.

Particulars of Employees

In terms of the provisions of section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, the Company had no employee, who was employed throughout the financial year and was in receipt of remuneration of not less than Rs. 60,00,000 per annum during the year ended 31st March, 2014 or was employed for a part of the financial year and was in receipt of remuneration of not less than Rs. 5,00,000 per month during any part of the year.

Acknowledgements

Your Directors take this opportunity to place on record their sincere appreciation for the co-operation and continued support received from customers, vendors, suppliers, bankers, business associates and shareholders.

For and On behalf of the Board

Ashok Sharma S. Durgashankar Executive Director & CEO Director

Place : Mumbai Dated : 26th May, 2014


Mar 31, 2013

The Directors are pleased to present the 31st Annual Report on business and operations of your Company alongwith the audited financial statements and accounts for the year ended 31st March, 2013.

FINANCIAL HIGHLIGHTS

(Rs. in lacs)

For the Year For the Year ended 31st ended 31st March, 2013 March, 2012

Turnover (Net) 16140.80 12507.31

Other Income 276.02 209.75

16416.82 12717.06

Profit/(Loss) Before Interest, 1035.15 1198.38

Depreciation & Tax

Finance cost 246.37 288.60

Depreciation 254.57 193.64

Profit / (Loss) Before Tax 534.21 716.14

Provision for Tax (50.05)

Profit/(Loss) After Tax 534.21 666.09

Less: Transfer to Debenture 52.00

Redemption Reserve

534.21 614.09

Add: Balance Brought (2390.67) (3004.76)

Forward

Deficit Carried to the Balance (1856.46) (2390.67) Sheet

* Figures have been regrouped wherever necessary.

Operations and Financial Overview

During the year under review, your Company''s sales turnover was at Rs. 16140.8 lacs (Net) as compared to Rs. 12507.3 lacs (Net) for the previous year reflecting a growth of 29%. The Profit Before Tax was at Rs. 534.2 lacs vs. Rs. 716.1 lacs in the previous year. The Profit After Tax was at Rs. 534.2 lacs vs. Rs. 666.01 lacs in the previous year.

The year under review has been very challenging for the Company. While your Company has succeeded in sustaining growth in turnover, the margins have been affected due to higher raw material cost, rising inflationary pressures and stagnant or reduced selling prices determined by State Governments. Inspite of gains in operating efficiency, quality improvement, yield and operational cost reduction, the margins have been under acute pressure.

Dividend

Your Directors do not recommend any dividend considering the need to augment resources for operational purposes.

Management Discussion and Analysis Report

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

Corporate Governance

Your Company believes in sound practices of good Corporate Governance. Transparency, Accountability and Responsibility are the fundamental guiding principles for all decisions, transactions and policy matters of the Company. A Report on Corporate Governance alongwith a certificate from the Statutory Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement, forms part of this Annual Report.

Rights Issue of Shares

During theyear under review, the Company allotted 1,03,58,199 Equity shares at a price of Rs. 40 per share (including a premium of Rs. 30/- per share) in the ratio of 3 equity shares for every 5 equity shares to existing shareholders, resulting in total issue size of Rs. 41.43 crores.

Stock Options

During the year under review, 9000 Stock Options got vested in terms of EPC Industrie Limited Employees Stock Option Scheme - 2010 and were exercised immediately after vesting. Accordingly, the Company made the allotment of 9000 Equity Shares on 22nd November, 2012 against these options exercised by the employees.

Details required to be provided under the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 are set out in Annexure I to this Report.

Share Capital

During the year, due to allotment of 1,03,58,199 equity shares through the Rights Issue and of 9000 equity shares on exercising of Stock Options by employees, the total paid up equity share capital of the Company increased from 1,72,63,665, shares of Rs. 10/- each to 2,76,30,864 equity shares of Rs 10/- each. The said equity shares have been listed on the Bombay Stock Exchange Limited and they rank pari passu with the existing equity shares in all respects.

Accordingly, the Paid-up Share Capital of the Company stood at Rs. 27,63,08,640 divided into 2,76,30,864 equity shares of Rs. 10/- each as on 31st March, 2013.

Holding Company

The promoters of the Company i.e. Mahindra and Mahindra Limited hold (M & M) 1,51,44,433 equity shares which represents 54.81 percent of the total paid up capital of the Company. Your Company continues to be a subsidiary company of M & M.

Industrial relations

The industrial relations continue to be peaceful and cordial at all levels. The Directors wish to place on record their sincere appreciation of the Company''s employees at all levels. The Company''s consistent growth is made possible by their hard work solidarity, co-operation and support.

The Management Discussion and Analysis Report gives an overview of the developments in Human Resources/ Industrial

Relations during the year. Safety, Health and Environmental Performance

Your Company''s commitment towards safety, health and environment is being continuously enhanced and your Company encourages involvement of all its employees in activities related to safety, including promotion of safety standards.

During the year under review, no major accidents occurred. The Safety Committee regularly reviews the adherence of safety norms. Some of the programmes undertaken by the Company such as the behaviour based safety training, Knowledge based fire extinguisher training, Fire fighting training and safety awareness have resulted in the reduction of number of accidents.

Various health checkup programmes for employees were regularly undertaken by the Company during the year. Requirements relating to various environmental legislations and environment protection have been duly complied by your Company.

Directors

Mr. S. Durgashankar and Mr. Nikhilesh Panchal, retire by rotation and, being eligible, have offered themselves for reappointment.

Directors'' Responsibility Statement Pursuant to section 217(2AA) of the Companies Act, 1956, your Directors, based on the representations received from the Operating Management, and after due enquiry, confirm that:

(i) in the preparation of the annual accounts, the applicable Accounting Standards have been followed;

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

(iii) 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:

(iv) the annual accounts have been prepared on a Going Concern basis. Auditors

The Auditors, Messrs. Deloitte Haskins & Sells, Chartered Accountants, Baroda holds office until the conclusion of the ensuing Annual General Meeting. The Auditors are eligible for reappointment under Section 224(1 B) of the Companies Act, 1956 and have furnished a certificate to this effect. The Directors recommend their reappointment as Auditors of the Company upto the conclusion of the next Annual General Meeting.

Cost Auditors

The Company had filed the Certificate of Compliance of Cost Records as per the Companies (Cost Accounting Records) Rules, 2011 pertaining to the financial year 2011-12 before the due date of filing.

Pursuant to section 233B of the Companies Act, 1956, the Board of Directors, on the recommendation of the Audit Committee appointed M/s Shilpa & Company, Cost Accountants, as the Cost Auditors of the Company for the financial year 2013 -14. M/s. Shilpa & Company have confirmed that their appointment, is within the limits of section 224(1 B) of the Companies Act, 1956 and have also certified that they are free from any disqualification specified under section 233B(5) read with Section 224 and sub section (3) or sub section (4) of section 226 of the Companies Act, 1956.

The Audit Committee has also received a Certificate from the Cost Auditor certifying their independence and arm''s length relationship with the Company.

Public Deposits & Loans / Advances

During the year, in order to meet working capital requirements, the Fixed Deposit Scheme was launched by the Company pursuant to the provisions of the Companies (Acceptance of Deposits) Rules, 1975 and collected Rs. 1166.68 lacs from public, shareholders and employees of the Company. Your Company has also not made any loans or advances, which are required to be disclosed in the Annual Accounts of the Company pursuant to the Clause 32 of the Listing Agreement.

Energy Conservation and Technology Absorption and Foreign Exchange Earnings and Outgo

Particulars required to be disclosed under the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are set out in Annexure II to this Report.

Particulars of Employees

The Company had no employee, who was employed throughout the financial year and was in receipt of remuneration of not less than Rs. 60,00,000 per annum during the year ended 31st March, 2013 or was employed for a part of the financial year and was in receipt of remuneration of not less than Rs. 5,00,000 per month during any part of the year.

Acknowledgements

Your Directors take this opportunity to place on record their sincere appreciation for the co-operation and continued support received from customers, vendors, suppliers, bankers, business associates and shareholders. For and On behalf of the Board

Ashok Sharma S. Durgashankar Executive Director & CEO Director

Place : Mumbai

Dated : 2nd May, 2013


Mar 31, 2012

The Directors have pleasure in presenting the 30th Annual Report on the business and operations of the Company together with audited financial statements and accounts for the year ended 31st March, 2012.

FINANCIAL HIGHLIGHTS

(Rs. in lacs)

For the Year For the Year ended 31st ended 31st March, 2012 March, 2011*

Turnover (Net) 12507.31 8680.97

Other Income 209.75 94.24

12717.06 8775.21

Profit/(Loss) Before Interest, 1198.38 897.91 Depreciation & Tax

Finance cost 288.60 486.69

Depreciation 193.64 177.13

Profit / (Loss) Before Tax 716.14 234.09

Provision for Tax (50.05) (90.38)

Profit/(Loss) After Tax 666.09 143.71

Less: Transfer to Deb 52.00 28.75

Redemption Reserve 614.09 114.96

Add: Balance Brought (3004.76) (3119.72) Forward

Deficit Carried to the (2390.67) (3004.76) Balance Sheet

* Figures have been regrouped wherever necessary.

Operations and Financial Overview

During the year under review, your Company's sales turnover was at Rs. 125.07 crores (Net) as compared to Rs.86.81 crores (Net) for the previous year reflecting a growth of 44%. The Profit Before Tax increased to Rs. 7.16 crores as compared to Rs. 2.34 crores in the previous year, an increase of over 3 fold over last year. The Profit After Tax increased to Rs. 6.66 crores as compared to Rs. 1.44 crores in the previous year, an increase of over 4 fold over last year.

The Company has succeeded in sustaining operating margins largely on account of productivity enhancements, upgradation of production facilities, process technology improvements and better working capital management.

Dividend

Your Directors do not recommend any dividend considering the need to augment the resources for operational purposes.

Management Discussion and Analysis Report

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

Corporate Governance

Your Company believes in sound practices of Good Corporate Governance. Transparency, Accountability and Responsibility are the fundamental guiding principles for all decisions, transactions and policy matters of the Company. A Report on Corporate Governance alongwith a certificate from the Statutory Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement, forms part of this Annual Report.

Open Offer & Change in Promoters

In March, 2011, Mahindra & Mahindra Limited (M&M) was issued and allotted equity shares on preferential basis. Subsequently, in compliance with SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997, M&M made an open offer and acquired additional equity shares from Public Shareholders and upon completion of the open offer process, M&M became the Promoters of the Company.

Share Capital

During the year, 9500 equity shares were allotted on exercise of Stock Options and 3900 equity shares were forfeited on account of non-payment of call money. Consequently, the total paid up equity share capital of the Company increased from 1,72,58,065 shares of Rs 10/- each to 1,72,63,665 equity shares of Rs 10/- each. The said equity shares have been listed on the Bombay Stock Exchange Limited and they rank pari passu with the existing equity shares in all respects.

Accordingly, the Paid-up Share Capital of the Company stood at Rs. 17,26,56,150 divided into 1,72,63,665 equity shares of Rs. 10 each as at 31st March, 2012.

Rights Issue of Shares

During the year, in order to augment capital expenditure, meet working capital requirements and for general corporate purposes, the Company has decided to issue 1,03,58,199 equity shares on a rights basis to the existing Shareholders of the Company as on 3'd May, 2012 (Record Date) in the ratio of 3 equity shares for every 5 existing equity shares held by the Shareholders. The issue is priced at Rs. 40 per share resulting in total issue size of Rs. 41.43 crores.

Stock Options

During the year under review, 9500 Stock Options got vested in terms of EPC Industrie Limited Employees Stock Option Scheme - 2010, and were exercised by them immediately after vesting. Accordingly, the Company made the allotment of 9500 Equity Shares on 12th December, 2011 against these options exercised by the employees.

Details required to be provided under the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 are set out in Annexure I to this Report.

Industrial relations

The industrial relations continue to be peaceful and cordial at all levels. The Directors wish to convey their sincere appreciation to the Company's employees at all levels, for their continued dedication, hard work and commitment which has been a significant support for the valuable contribution by the employees at all levels.

The Management Discussion and Analysis Report gives an overview of the developments in Human Resources / Industrial Relations during the year.

Safety, Health and Environmental Performance

Your Company's commitment towards safety, health and environment is being continuously enhanced and your Company encourages involvement of all its employees in activities related to safety, including promotion of safety standards.

During the year under review, a Safety Committee was formed. The theme of this year was "Zero Accidents". Some of the programmes undertaken by the Company such as the personal protection equipment provided to workmen, safety awareness programmes, declaration of entire facilities as "tobacco free zone", conduct of mock/test drills for improving overall awareness, observation of National Safety Week, etc. have resulted in the reduction of number of reported accidents.

The various health check ups programmes for employees were regularly undertaken by the Company.

The requirements relating to various environmental legislations and environment protection have been duly complied by your Company.

Directors

During the year under review, Mr. K. L. Khanna, Mr. Jayendra Shah and Mr. Bhoopendra K. Sharma have resigned from the Board. The Board places on record its gratitude and appreciation of the contribution made by them during their tenure as Directors of the Company. The Board further wishes to place on record that under the leadership of Mr. K L Khanna as Chairman and Managing Director, the Company witnessed a successful turnaround with the considerable growth.

Mr. Vinayak Patil and Mr. Anand Daga retire by rotation and, being eligible, offer themselves for re-appointment.

Directors' Responsibility Statement

Pursuant to section 217(2AA) of the Companies Act, 1956, your Directors based on the representations received from the Operating Management, and after due enquiry, confirm that:

(i) in the preparation of the annual accounts, the applicable Accounting Standards have been followed;

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

(iii) 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;

(iv) the annual accounts have been prepared on a Going Concern basis.

Auditors

Messrs. Deloitte Haskins & Sells, Chartered Accountants, Baroda hold office until the conclusion of the ensuing Annual General Meeting. Messrs. Deloitte Haskins & Sells are eligible for reappointment under Section 224(1 B) of the Companies Act, 1956 and have furnished a certificate to this effect. The Directors recommend their reappointment as Auditors of the Company upto the conclusion of the next Annual General Meeting.

Public Deposits & Loans / Advances

The Company has not accepted any deposits from the public or its employees during the year under review. Your Company has also not made any loans or advances, which are required to be disclosed in the Annual Accounts of the Company, pursuant to Clause 32 of the Listing Agreement.

Energy Conservation and Technology Absorption and Foreign Exchange Earnings and Outgo

Particulars required to be disclosed under the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are set out in Annexure II to this Report.

Particulars of Employees

The Company had no employee, who was employed throughout the Financial Year and was in receipt of remuneration of not less than Rs. 60,00,000 per annum during the year ended 31st March, 2012 or was employed for a part of the Financial year and was in receipt of remuneration of not less than Rs. 5,00,000 per month during any part of the year.

Acknowledgements

Your Directors take this opportunity to place on record their sincere appreciation for the co-operation and continued support received from customers, suppliers, bankers, business associates and shareholders.

For and On behalf of the Board

Ashok Sharma Vinayak Patil

Executive Director & CEO Director

Place : Mumbai

Dated : 2nd May, 2012


Mar 31, 2011

Dear Members,

The Directors have pleasure in presenting their Twenty Ninth Annual Report and Audited Accounts of your Company for the year ended 31st March, 2011.

Financial Highlights

(Rs. in lacs)

For the year For the year

ended 31st ended 31st

March, 2011 March, 2010

Turnover (Net) 8669.15 7244.42

Other Income 101.23 124.58

8770.38 7369.00

Profit/(Loss) Before Interest, 923.94 746.56

Depreciation & Tax

Interest 481.81 443.71

Depreciation 177.14 162.92

Profit/(Loss) Before Prior 264.99 139.93

Period items

Prior Period Income/ (30.90) (3.62)

(Expenses)

Profit /(Loss) Before Tax 234.09 136.31

Provision for Tax (90.38) 41.13

Profit /(Loss) After Tax 143.71 95.18

Less Transfer to Debt 28.75 19.25

Redemption Reserve

114.96 75.93

Add: Balance Brought (3119.72) (3195.65)

Forward

Deficit Carried to the (3004.76) (3119.72)

Balance Sheet

Operations and Financial Overview

During the year under review, your Company's operations were partially affected due to shortage of Working Capital, which restricted the sales turnover for the year to Rs.86.69 crores (Net). This year's sales turnover reflects a rise of 20% over the previous year's Sales of Rs. 72.44 crores (Net). The Profit Before Tax has increased from Rs. 1.36 crores for the previous year to Rs. 2.34 crores for the current year.

Over the last three years, your Company has increasingly concentrated on supply of Micro Irrigation System (MIS) consisting of Drip and Sprinklers. During the year under review, MIS Sales covered under the Scheme of Central and State Subsidies, has been converted by the Central Government into a 'National Mission on Micro Irrigation'. The Ministry of Agriculture of the Central Government has issued Revised Guidelines in this regard. It is expected that this change would give further impetus to the Government of India's programmes to encourage the efficient use of water

resources through MIS in the Country. Your Company operates all over India and more particularly in the Mega Projects of Andhra Pradesh Micro Irrigation Project (APMIP) and Gujarat Green Revolution Company Limited (GGRCL). With the active support and investment of Mahindra & Mahindra Limited into your Company, your Company expects to play a very important role in helping the Farmer Community to improve the yields and manage the water resources more meaningfully.

The integration of synergies of the Company and the Mahindra Group would create an extremely potent marketing force, which would help the Company to achieve faster growth.

Dividend

Your Directors do not recommend any dividend considering the need to augment the resources for operational purposes.

Management Discussion and Analysis Report

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

Corporate Governance

Your Company believes in sound practices of Good Corporate Governance. Transparency, Accountability and Responsibility are the fundamental guiding principles for all decisions, transactions and policy matters of the Company.

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

Share Capital

Issue of Shares on Preferential basis

In order to augment your Company's funding requirements for debt reduction, capital expenditure, long term working capital requirements and for general corporate purposes, the Company has, pursuant to the approval of the Shareholders obtained at the Extra Ordinary General Meeting held on 9th March, 2011, allotted 65,58,065 Equity Shares of Rs. 10 each at a premium of Rs. 56.10 aggregating Rs. 43.35 crores, constituting 38% of the post issue paid up equity share capital to Mahindra & Mahindra Limited ("M&M") as per the provisions of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009.

Post allotment of Equity Shares as aforesaid, the Issued, Subscribed and Paid up Equity Share Capital of the Company stands at Rs. 1725.81 lacs comprising of 1,72,58,065 Equity Shares of Rs. 10 each ("Emerging Voting Capital").

Pursuant to Regulations 10 and 12 of Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 as amended, M&M has made an Open Offer to the Equity Shareholders of the Company to acquire upto 34,51,613 fully paid up equity shares of the face value of Rs.10 each, representing 20% of the Emerging Voting Capital of the Company. The Open Offer commenced on 21st July, 2011 and would close on 9th August, 2011. Upon completion of the Open Offer formalities, M&M and the existing Promoters of the Company would be classified as Promoters and Public Shareholders respectively.

Finance

During the year under review, the liquidity position of your Company was not very satisfactory. However, with the allotment of Shares to M&M under Preferential Issue, your Company would be meeting its need for capital expenditure as well as long term working capital requirements.

Part of the proceeds of Preferential Issue have been utilized by your Company for redemption of Optionally Convertible Cumulative Debentures amounting to Rs. 13.00 crores out of outstanding of Rs.17.00 crores during the first quarter of the Financial Year 2011-12.

Stock Options

In pursuance of the approval of the Members at the previous Annual General Meeting held on 21st July, 2010, your Company has formulated and implemented Employee Stock Option Scheme (the Scheme) for grant of Employee Stock Options to certain employees and Non-executive Directors of the Company.

The Compensation Committee of the Board of Directors has been constituted and is entrusted with the responsibility of administering the Scheme. The Committee has granted 60,500 Stock Options during the year under review, comprising about 0.35% of the current paid up capital of the Company.

Details required to be provided under the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 are set out in Annexure I to this Report.

Industrial relations

The industrial relations continue to be peaceful and cordial at all levels. The Directors are pleased to record their appreciation for the valuable contribution by the employees at all levels.

The Management Discussion and Analysis Report gives an overview of the developments in Human Resources / Industrial Relations during the year.

Safety, Health and Environmental Performance

Your Company's commitment towards safety, health and environment is being continuously enhanced and your Company encourages involvement of all its employees in activities related to safety, including promotion of safety standards.

The requirements relating to various environmental legislations and environment protection have been duly complied by your Company.

Directors

Mr. Ashok Sharma, Mr. S. Durgashankar, Mr. Nikhilesh Panchal and Mr. Anand Daga have been appointed as Additional Directors at the Meeting of the Board of Directors of the Company held on 5th August, 2011. They hold Office upto the date of the ensuing Annual General Meeting.

The Company has received Notices from Members under section 257 of the Companies Act, 1956 signifying the intention to propose Mr. Ashok Sharma, Mr. S. Durgashankar, Mr. Nikhilesh Panchal and Mr. Anand Daga as candidates for the Office of Director of the Company at the ensuing Annual General Meeting.

Mr. Jayendra Shah retires by rotation and being eligible, offers himself for re-appointment.

Directors' Responsibility Statement

Pursuant to section 217(2AA) of the Companies Act, 1956, your Directors based on the representations received from the Operating Management, and after due enquiry, confirm that:

(i) in the preparation of the annual accounts, the Applicable Accounting standards have been followed;

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

(iii) 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;

(iv) the annual accounts have been prepared on a Going Concern Basis.

Auditors

Messrs Desai Associates, Chartered Accountants, Mumbai, the existing Statutory Auditors have expressed their unwillingness to seek re-appointment.

Your Directors have placed on record their sincere appreciation towards the services rendered by Messrs Desai Associates, Chartered Accountants, as Statutory Auditors of your Company.

The Company has received a Special Notice from a Member of the Company, in terms of the provisions of the Companies Act, 1956, signifying the intention to propose the appointment of Messrs Deloitte Haskins & Sells, Chartered Accountants, Mumbai as the Statutory Auditors of the Company from the conclusion of the ensuing Annual General Meeting till the conclusion of the next Annual General Meeting. Messrs Deloitte Haskins & Sells, Chartered Accountants, Mumbai have also expressed their willingness to act as Statutory Auditors of the Company, if appointed, and have further confirmed that the said appointment would be in conformity with the provisions of section 224(1B) of the Companies Act, 1956.

Public Deposits & Loans / Advances

The Company has not accepted any deposits from the public or its employees during the year under review. Your Company has also not made any loans or advances, which are required to be disclosed in the Annual Accounts of the Company pursuant to Clause 32 of the Listing Agreement.

Current Year

During the First Quarter of the Financial Year 2011-12, your Company has recorded a sales turnover of Rs. 26.70 crores as compared to Rs. 23.48 crores of the First Quarter of the previous year. The Profit Before Tax and the Profit After Tax was at Rs. 2.01 crores and Rs. 1.37 crores respectively as compared to Rs.1.10 crores and Rs. 0.82 crores in the First Quarter of the previous year.

Intensifying efforts to penetrate in the domestic and overseas markets, increase its market share and introducing new generation micro irrigation technology are the key challenges before your Company. Your Company is confident of meeting these challenges in future.

Energy Conservation and Technology Absorption and Foreign Exchange Earnings and Outgo

Particulars required to be disclosed under the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are set out in Annexure II to this Report.

Particulars of Employees

The Company had no employee, who was employed throughout the Financial Year and was in receipt of remuneration of not less than Rs. 60,00,000 per annum during the year ended 31st March, 2011, or was employed for a part of the Financial year and was in receipt of remuneration of not less than Rs. 5,00,000 per month during any part of the year.

Acknowledgement

Your Directors take this opportunity to place on record their sincere appreciation for the co-operation and continued support received from customers, suppliers, bankers, business associates and shareholders.

For and On behalf of the Board

K L Khanna

Chairman & Managing Director

Place : Nashik

Dated : 5th August, 2011










Mar 31, 2010

The Directors have pleasure in presenting the Twenty Eighth Annual Report and Statement of Accounts for the year ended 31st March, 2010. FINANCIAL RESULTS

(Rs. in lacs) 2009-10 2008-09 Turnover 7521.11 6230.60 Other Income 124.75 121.87 7645.86 6352.47 Profit/(Loss) Before Interest, 746.56 198.34 Depreciation and Tax Interest 443.71 369.65 Depreciation 162.92 144.26 Profit (Loss) Before Prior Period items 139.93 (315.57) Prior Period Items (3.62) (4.48) Profit/(Loss) Before Tax 136.31 (320.05) Provision for Tax 41.13 168.71 Profit/(Loss) After Tax 95.18 (151.34) Transfer to Debenture Redemption Reserve Account 19.25 -

OPERATIONS AND OVERVIEW

The Sales turnover for the year under review was Rs.75.21 Crores as compared to Rs. 62.31 Crores for the previous year. The Company continued to face difficulties in raising working capital. However, the improvement in opera- tions can be directly attributable to improvement in product mix. The Company has made profits in all four quarters for the year under review and has turned around into profits.

The Company has plans to further increase its installed capac- ity in Drip Irrigation in the coming year. It continues to work successfully in the Mega Projects of Andhra Pradesh Micro irrigation Project (APMIP) and Gujarat Green Revolution Com- pany Limited (GGRCL). Its business coverage is pan India.

INSURANCE

Buildings, Plant and Machinery and other Fixed Assets as well as Inventories of the Company stand sufficiently insured.

DIRECTORS

In accordance with Article 123 of the Articles of Association Mr. Vinayak Patil retire by rotation and being eligible, offers himself for reappointment at the ensuing Annual General Meeting.

CORPORATE GOVERNANCE

The Company has been taking steps to attain higher levels of transparency, accountability and equity. Efforts are made not only to comply with the Regulatory requirements, but also by being responsive to the requirements of all concerned.

As per the Listing Agreement, with the Stock Exchange, a Management Discussion and Analysis, a Report on Corporate Governance together with a Certificate from the Auditors of the Company regarding compliance of conditions of Corpo- rate Governance is attached and forms part of this Report.

PREFERENTIAL ISSUE OF SHARES

During the year under review, the Company has allotted 12,00,000 Equity Shares of Rs.10 each at a premium of Rs. 40/- aggregating to Rs. 6.00 crores to the Promoters and the Overseas Investors in accordance with the provisions of SEBI (Issue of Capital and Disclosure Requirements) Regula- tions, 2009 to utilize the proceeds to meet working capital requirements of the Company.

EMPLOYEE STOCK OPTION SCHEME (ESOS) The Board of Directors has proposed the Employee Stock Option Scheme (ESOS) for the eligible employees including Independent Director and key management personnel of the Company. The same would be placed for Shareholders approval at the ensuing Annual General Meeting.

AUDITORS

M/s Mukadam & Associates - Chartered Accountants merged with Desai Associates - Chartered Accountants, Mumbai w.e.f 30th December, 2009. M/s. Desai Associates - Chartered Ac- countants hold office until the conclusion of the ensuing Annual General Meeting. M/s. Desai Associates - Chartered Accountants are eligible for reappointment under Section 224(1 B) of the Companies Act, 1956 and have furnished a certificate to this effect. The Directors recommend their reap- pointment as Auditors of the Company upto the conclusion of the next Annual General Meeting.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION, RESEARCH & DEVELOPMENT

Particulars pursuant to Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars of the Report of the Board of Directors) Rules, 1988 are as follows:

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

The Company continues to give priority to the conservation of energy and technology upgradation. To conserve energy and reduce energy cost, various initiatives were taken during the year. Some of these are given below:

Cycle time improvement resulting Into increase in productivity.

Power factor is being maintained at unity. Improvement in productivity and savings in power consumption due to in-house technological innovations. Development of moulded fittings resulting in savings in man power, machine utilization, cost reduction and product quality.

FORM-A

A. POWER AND FUEL CONSUMPTION

2009-10 2008-09 1. Electricity Purchased (i) Units (Kwh) (Lacs) 45.28 39.71 (ii) Amount (Rs. Lacs) 240.08 193.53 (iii) Average Rate(Rs./Unit) 5.30 4.87

B. CONSUMPTION (Units/MT Production) 1087.00 1064.00

PARTICULARS OF EMPLOYEES

Information in accordance with the provisions of Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, regard- ing employees is given in "Annexure A" to the Directors Report.

DIRECTORS RESPONSIBILITY STATEMENT

In terms of Section 217 (2AA) of the Companies Act, 1956, the Directors would like to state that -

(a) in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed.

(b) the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Com- pany at the end of the financial year and of the Profit of the Company of the year under review.

(c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguard- ing the assets of the Company and for preventing and detecting fraud and other irregularities.

(d) the Directors have prepared the annual accounts on a Going Concern basis.

INDUSTRIAL RELATIONS

The industrial relations continue to be peaceful and cordial at all levels. The Directors are pleased to record their appre- ciation of the services rendered by the employees at all levels.

ACKNOWLEDGEMENT

Your Directors take this opportunity to place on record their gratitude for the co-operation and continued support received from workers union, customers, suppliers, bankers, business associates and shareholders.

For and On behalf of the Board K L Khanna Nashik, April 29, 2010 Chairman & Managing Director

 
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