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Directors Report of Golkonda Aluminium Extrusion Ltd.

Jun 30, 2015

Dear Members,

The Directors' hereby present the Twenty Seventh Annual Report on the business and operations of the Company, together with the Audited Statements of Accounts and the Auditors' Report for the year ended 30th June, 2015.

Financial Highlights: (Rs. Million)

Current year Previous year Particulars 2014 - 2015 2013 - 2014

Revenue from Operations -- 19.47

Other Income 130.43 2.50

Total Revenue 130.43 21.97

Profit/(loss) before financial 102.82 (10.53)

Expenses, Depreciation

Financial Expenses 0.13 0.16

Depreciation 8.55 8.22

Profit/(Loss) before Tax 111.50 (18.91)

Profit/(Loss) after Tax and prior period 111.50 (18.91) adjustment

Dividend:

In view of the accumulated losses, no dividend is being recommended for the current year.

Results of Operations:

As already communicated to the shareholders under the previous annual report that the Company has received communication from the parent company that they will not be able to supply the raw material on credit terms as before and the Company does not have its own financial strength, so the Board of Directors' in its meeting held on July 08, 2013 decided to close the operation of the unit in order to stop the accumulation of cost and liabilities until an appropriate decision is taken. Presently, the Company ceases to be Sick Industrial Company vide BIFR order no. MA. NO.135/BC/2015 dated 8th June, 2015 as the net worth turned positive as on 31st December 2014. The management is in the process of evaluating available options to rehabilitate the Company. However, the other income of Rs. 130.43 million is mainly because of Reversal of Liability payable to Creditors.

Extension of Annual General Meeting:

Due to various factors, the Company had stopped production in July 2013. The management & promoters are presently evaluating various options in connection with reviving / rehabilitating the Company. The Company had retrenched all of its 97 workers in 2013-14. Out of the said 97 workers, final settlement has been reached (with mutual agreement) with 39 workers. Under the above Circumstances, the Board feels that some more time will be required to conclude the above said matter and hold the Annual General Meeting meaningfully and smoothly. Hence, the Board requested the Registrar of Companies, Andhra Pradesh and Telangana for 3 months extension for conducting the AGM. The Registrar of Companies, Andhra Pradesh has extended the time up to 31 March 2016.

Directors:

The Board has appointed Ms. Shruti Agarwal and Mr. Suresh Chandra Agarwal as Additional Independent Directors with effect from 14th May, 2015 and 22nd July, 2015 respectively, to comply with the requirements of Companies Act, 2013.

Mr. Anand Bharti, who has been longest in the office, will retire at the ensuing Annual General Meeting and being eligible, offer himself for reappointment.

The Board of Directors of the Company has decided to adopt the provisions with respect to appointment and tenure of Independent Directors which is consistent with the Companies Act, 2013 and the amended Listing Agreement. Accordingly, the Independent Directors will serve for not more than two terms of five years each on the Board of the Company.

Ms. Shruti Agarwal and Mr. Suresh Chandra Agarwal, being eligible and offering herself/ himself for appointment, is proposed to be appointed as Independent Director for five (5) consecutive years commencing from 30.03.2016.

The Board of Directors of the Company at its meeting held on 14thNovember 2015, has subject to the approval of Members, appointed Mr. Anand Bharti as Whole Time Director for a period of one year ending on 31st December 2016.

Directors' Responsibility Statement:

As required under Section 134 (5) of the Companies Act, 2013, the Directors hereby confirm that:

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures from the same;

(ii) such accounting policies have been selected 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 30th June, 2015 and of the profit or loss of the Company for that period:

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

(iv) The annual accounts have been prepared 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.

Auditors:

M/s. Laxminiwas & Jain, Chartered Accountants, Auditors of the Company, retire at the ensuing Annual General Meeting and being eligible, offer themselves for re- appointment.

Auditors' Qualifications and Management's Reply:

1. 'Basis for Qualified Opinion' of the Audit Report:

The Company has accumulated losses of Rs. 161,161,535 as at 30 June 2015 which have exceeded the paid up capital and reserves of Rs. 160,522,805 of the Company at that date. The Company had been declared sick on 9 February 2010 and had made a reference to the Board for Industrial & Financial Reconstruction (BIFR) in terms of Section 15(1) of the Sick Industrial Companies (Special Provisions) Act, 1985. During the year, company ceases to be a sick industrial Company vide order dated 08 June 2015 within the meaning of Section 3(1)(o) of Sick Industrial Companies Act (SICA) as its net worth has turned positive as on 31st December 2014. However as on 30 June 2015, the net worth has turned negative amounting to Rs. 639,730.

Considering the financial position of the Company as at 30 June 2015 and the subsequent financial stress caused by the Alumeco Group withdrawing extended credit terms for supply of raw material, there exists significant uncertainty as to whether the Company will be able to continue as a going concern. The Management is in the process of evaluating available options to rehabilitate the Company. The financial results for the year ended 30 June 2015 have been prepared on a going concern basis and do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or, to amounts or classification of liabilities that may be necessary if the Company is unable to continue as a going concern.

Management's Reply:

The accumulated loss at the year end is Rs. 161.16 million which is more than 100% of the net worth of the Company. However, during the year, company ceases to be a sick industrial Company vide order dated 08 June 2015 within the meaning of Section 3(1)(o) of Sick Industrial Companies Act (SICA) as its net worth has turned positive as on 31st December 2014.

The Alumeco Group, Denmark took a commercial decision to stop extending the facility of supplying raw material on credit to the Company, as was being done in the past. This decision coupled with the accumulated losses in the Company and the prevailing adverse business conditions (on account of liquidity crunch, labour problems, power cuts, poor order book position due to bad economic scenario, credit crunch in the market, etc.), has further strained the financial position of the Company. However, the Board of Directors and the Management of the Company are actively pursuing various available options to rehabilitate the Company and currently believe that the Company would be in a position to continue as a going concern. Hence, these financial statements have been prepared under the going concern assumption.

2. Matter of Emphasis

1. Note 2.25(h) which describes the uncertainty related to the outcome of the lawsuit filed against the Company by the workers regarding settlement of compensation amounting to Rs.10,816,903.

Management Reply

Till the end of the relevant financial year the Company has settled 39 workers out of 97 workers with mutual agreement on individual basis and the approximate liability regarding settlement compensation for remaining 58 workers is estimated to be Rs. 10.82 million on the basis of earlier settlements. As the amount is not certain at this stage, provision is not made and shown as contingent liability.

2. Note 2.27 (C) with regards to extraordinary item on account of write back of Rs. 96,456,372 (excluding exchange effect) payable to creditors with mutual consent for which direct confirmation is not received.

Management Reply

During the year, Alumeco Handler services GmbH has waived off the payable amount of Rs. 96.46millions with mutual consent, for which the auditors had received the direct confirmation on later date.

3. Note 2.29 regarding provision of gratuity amounting Rs. 4,945,334 and compensated absences amounting to Rs. 988,708 is provided on actual basis and no actuarial valuation has been made as per the requirement of Accounting Standard -15 - Employee Benefits.

Management Reply

Since Company has already made application for closure, provision for gratuity and compensated absences has been made on actual basis. As at the end of the year, there is no employee on whom further gratuity liability is to be accrued. Hence no actuarial valuation is being done.

4. As per Sec. 138 of Companies Act, 2013 internal audit has not been carried out by the Company as there were no operations in the company during the year.

Management Reply

Since the production is closed and there is no other operations in the company. Therefore, the internal audit has not been carried out during the year.

Cost Audit:

As the production of the company is closed since July, 2013, the Company has not appointed the Cost Auditor for year 2014- 2015.

Secretarial Audit:

As prescribed by Securities and Exchange Board of India (SEBI), a Practicing Company Secretary carries out Secretarial Audit at the end of every quarter, and the report is regularly submitted to the Bombay Stock Exchange. However, as required under the Companies Act, 2013, the Company has appointed Mr. Raghava Reddy Sadhu, Practicing Company Secretary, as Secretarial Auditor for the year 2014-2015 and his report is annexed to Directors Report as Annexure III.

Declaration by independent directors :

The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

Board evaluation

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, Independent Directors at their meeting held on 15th May, 2015 without the participation of the Non-independent Directors and Management, considered/evaluated the Boards' performance, Performance of the Chairman and other Non- independent Directors. Clause 49 of the Listing Agreement mandates that the Board shall monitor and review the Board evaluation framework. The Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board of its own performance and that of its committees and individual directors. Schedule IV of the Companies Act, 2013 states that the performance evaluation of independent directors shall be done by the entire Board of Directors, excluding the director being evaluated. The evaluation of all the directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board.

Policy on directors' appointment and remuneration:

The current policy is to have an appropriate combination of executive and independent directors to maintain the independence of the Board. As on 30th June 2015, the Board consists of 4 members, one of whom is Whole Time Director, one is promoter non-executive director and two are independent directors. The Board will annually evaluates the need for change in its composition and size. The policy of the Company on directors' appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under Sub-section (3) of Section 178 of the Companies Act, 2013, adopted by the Board. The remuneration paid to the directors is as per the terms laid out in the Nomination and Remuneration policy of the Company.

Risk Management and Whistle blower Policy

Pursuant to section 134 (3) (n) of the Companies Act, 2013 and Section 177(9) of the Companies Act, 2013 read with Clause 49 of the Listing Agreement the Company has to form a Risk Management and Whistle blower Policy respectively. However, as operations of the Company are closed since July 2013, it is not required to form any Risk Management and Whistle blower Policy.

Number of meetings of the Board :

The Board met six times during the financial year, the details of which are given in the Corporate Governance Report that forms part of this Annual Report. The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013.

Public Deposits:

The company has not accepted deposits from public as envisaged under Sections 73 to 76 of Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014 during the year under review.

Corporate Governance:

Report on Corporate Governance Pursuant to Clause 49 of the Listing Agreement, and Certificate on Compliance of Corporate Governance form part of this Report.

Business Responsibility Report (BRR)

Securities Exchange Board of India (SEBI) vide circular CIR/CFD/DIL/8/2012 dated August 13, 2012 has mandated the inclusion of BRR as part of the Annual Report for the top 100 listed entities based on their market capitalization on Bombay Stock Exchange Limited as at March 31, 2014. In view of the requirements specified, the company is not mandated for the providing the BRR and hence do not form part of this Report.

Management Discussion and Analysis Report:

Management Discussion and Analysis Report as stipulated under Clause 49 of the Listing Agreement is presented in a separate section in this Annual Report.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo:

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:

(A) Conservation of Energy: N.A.

(i) the steps taken or impact on conservation of energy; (ii) the steps taken by the company for utilising alternate sources of energy; (iii) the capital investment on energy conservation equipments;

(B) Technology absorption: N.A.

(i) the efforts made towards technology absorption; (ii) the benefits derived like product improvement, cost reduction, product development or import substitution; (iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year:-

(a) the details of technology imported; (b) the year of import; (c) whether the technology been fully absorbed; (d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and (iv) the expenditure incurred on Research and Development.

(C) Foreign exchange earnings and Outgo:

The Company had no foreign exchange earnings and outgo during the financial year.

Whole Time Director and Finance Manager Certification:

As required, the Whole Time Director and Finance Manager's Certification is at Annexure-I

Material Changes and Commitments affecting the Financial Position of the Company

During the year under review the Company has come out of the BIFR purview as the net worth of the Company become positive as on 31st December, 2014mainly because of Reversal of Liability payable to Creditors.

In order to improve liquidity and reduce debts, the board of directors has proposed to sell the assets and properties together with its rights, title and interest in the movable, immovable properties (both tangible and intangible) and current assets, to ensure smooth functioning of operations. For the above said purpose, a special resolution for the approval of shareholders by means of postal ballot is under process and the voting period for resolution is from 17/02/2016 (09:00 A.M.) to 17/03/2016 (05:00 P.M.).

On 24/12/2015, the Company have settled all the pending issues with the workmen by entering into mutual agreements with the workmen. The Company has paid 30% of the agreed compensation to workmen and balance shall be paid within 3 months.

Particulars of Loans, Guarantees or Investments under section 186

As on 30th June, 2015 there were no outstanding loans or guarantees, investments made and securities provided as covered under the provisions of section 186 of the Companies Act, 2013.

Contracts and Arrangements with Related Parties

All related party transactions that were entered into during the financial year were at arm's length basis and were in the ordinary course of the business. Your Directors draw attention of the Members to Note 2.27 of Notes on Accounts to the financial statement which sets out related party disclosures.

Extract of Annual Return

Extract of Annual Return of the Company is annexed herewith as Annexure II to this Report.

Particulars of Employees

Information as per Rule 5(2) and (3) of Chapter XIII, the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014- details furnished below:

Name of the Director / Employee Anand Bharti

Designation Whole Time Director

Remuneration received 4,20,000/- p.a.

Nature of employment, whether contractual or Director otherwise

Qualifications and experience of the employee Under Graduate

Date of commencement of employment 14/11/2013

The age of such employee 57 years

The last employment held by such employee before joining the company NIL

The percentage of equity shares held by the employee in the company NIL

Whether any such employee is a relative of any director No

Notes:

1. There were no confirmed employees on the rolls of the Company as on 30thJune 2015

2. Median remuneration of employees of the Company during the financial year 2014-2015 was NIL.

The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013

During the year under review, there was no employee, as the production of the Company is discontinued with effect from July, 2013. Therefore, the reporting requirements under the Sexual Harassment of Women at The Workplace (Prevention, Prohibition & Redressal) Act, 2013 is not applicable.

Internal Audit:

Since the production of the Company is closed since July 2013, Internal Audit is not carried out during the year.

Listing of Securities:

The Company is listed on the Bombay Stock Exchange and is regular in paying the annual listing fee to the Stock Exchange.

Personnel:

During the year under review, there was no employee, as the production of the Company is discontinued with effect from July, 2013.

Corporate Social Responsibility [CSR] - Not Applicable

Statement on Other Compliances

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:

a. Details relating to deposits covered under Chapter V of the Act.

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

c. Issue of shares (including sweat equity shares) to employees of the Company.

d. Neither the Managing Director nor any of the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries;

e. 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;

During the year, Alumeco Handlerservices GmbH has waived off the payable amount of Rs. 96.46 millions with mutual consent, which has significant impact on the Financial Statements.

Acknowledgments:

The Directors acknowledge the contribution made by the employees towards the success of the Company. They thank the Company's valued customers for their continued patronage. They also acknowledge the support of the shareholders.

For and on behalf of the Board of Directors

Place: New Delhi Ashish Kumar Gupta Dated: 5th March 2016 Chairman, DIN: 00061551


Jun 30, 2014

Dear Members,

The Directors'' hereby present the Twenty Sixth Annual Report on the business and operations of the Company, together with the Audited Statements of Accounts and the Auditors'' Report for the year ended 30th June, 2014.

Financial Highlights: Rs . Million Current year Previous year 2013-2014 2012-2013 Particulars

Revenue from Operations 19.47 656.60

Other Income 2.50 8.94

Total Revenue 21.97 656.54

Profit/ (loss) before financial 10.53 38.84

Expenses, Depreciation Financial Expenses 0.16 2.70

Depreciation 8.22 13.13

Profit/ (Loss) before Tax 18.91 54.67

Profit/ (Loss) after Tax and prior period adjustment 18.91 54.67

Dividend:

In view of the accumulated losses, no dividend is being recommended for the current year.

Results of Operations:

As already communicated to the shareholders under the previous annual report that the Company has received communication from the parent company that they will not be able to supply the raw material on credit terms as before and the Company does not have its own financial strength, so the Board of Directors'' in its meeting held on July 08, 2013 decided to close the operation of the unit in order to stop the accumulation of cost and liabilities until an appropriate decision is taken under the aegis of the BIFR. However, the Company reported revenue of Rs. 19.47 million during the month of July, 2013.

Extension of Annual General Meeting:

As some reconciliations / audit adjustments were pending and the auditors had sought further details / clarity on the rehabilitation package, the Board felt that some more time will be required to finalize the financial statements. Hence, the Board requested the Registrar of Companies, Andhra Pradesh for 3 months extension for conducting the AGM. The Registrar of Companies, Andhra Pradesh has extended the time up to 31 March 2015.

Directors:

During the year, Mr. Rakesh Gupta, Mr. Nand Kishore Khandelwal, Mr. Jakob J Jespersen, Prof. Selvarani Balan and Prof. Laxmi Narain resigned as directors with effect from 20th August 2013, 18th October 2013, 29th October 2013, 5th November 2013 and 13th November 2013 respectively. Mr. Wolfgang Ormeloh, Managing Director has also submitted his resignation as Director and Managing Director to the Board and the Board in its meeting held on 13 November, 2013 has accepted his resignation with effect from 15 December, 2013.

Therefore, As on date, the directors of the Company are (1) Mr. Ashish Kumar Gupta; (2) Mr. Hans Schweers; (3) Mr. Anand Parkash. Mr. Ashish Kumar Gupta, who has been longest in the office, will retire at the ensuing Annual General Meeting and being eligible, offer himself for reappointment.

The Board of Directors of the Company has decided to adopt the provisions with respect to appointment and tenure of Independent Directors which is consistent with the Companies Act, 2013 and the amended Listing Agreement. Accordingly, the Independent Directors will serve for not more than two terms of five years each on the Board of the Company.

Mr. Ashish Kumar Gupta, being eligible and offering himself for appointment, is proposed to be appointed as Independent Director for five (5) consecutive years commencing from 30.03.2015.

The Board of Directors of the Company at its meeting held on 14th November 2014, has subject to the approval of Members, appointed Mr. Anand Parkash as Whole Time Director for a period of one year ending on 31st December 2015.

Directors'' Responsibility Statement:

As required under Section 217 (2AA) of the Companies Act, 1956, the Directors here by confirm that:

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures from the same;

(ii) such accounting policies have been selected 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 30th June, 2014 and of the profit or loss of the Company for that period:

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

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

Auditors:

M/s Laxminiwas & Jain, Chartered Accountants, Auditors of the Company, retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

Auditors'' Qualifications and Management''s

Reply: 1. ''Basis for Qualified Opinion'' of the Audit Report:

As more fully explained in note 2.24 to the financial statements that the Company has accumulated losses of Rs. 271,440,790 as at 30 June 2014 which have exceeded the paid up capital and reserves (Rs. 160,522,805) of the Company at that date. The Company had been declared sick on 9 February 2010 and had made a reference to the Board for Industrial & Financial Reconstruction (BIFR) in terms of Section 15(1) of the Sick Industrial Companies (Special Provisions) Act, 1985. It is currently in the process of working out a rehabilitation scheme with the BIFR. Considering the financial position of the Company as at 30 June 2014 and the subsequent financial stress caused by the Alumeco Group withdrawing extended credit terms for supply of raw material, there exists significant uncertainty as to whether the Company will be able to continue as a going concern. The Management is in the process of evaluating available options to rehabilitate the Company under the aegis of BIFR / Operating Agency. The financial results for the year ended 30 June 2014 have been prepared on a going concern basis and do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or, to amounts or classification of liabilities that may be necessary if the Company is unable to continue as a going concern.

Management''s Reply:

The accumulated loss at the year end is Rs. 271.44 million which is more than 100% of the net worth of the Company. On the Company''s reference to BIFR, it was declared Sick by the BIFR, which has appointed Canara Bank as the Operating Agency. The Alumeco Group, Denmark took a commercial decision to stop extending the facility of supplying raw material on credit to the Company, as was being done in the past. This decision coupled with the accumulated losses in the Company and the prevailing adverse business conditions (on account of liquidity crunch, labour problems, power cuts, poor order book position due to bad economic scenario, credit crunch in the market, etc.), has further strained the financial position of the Company. However, the Board of Directors and the Management of the Company are actively pursuing various available options to rehabilitate the Company under the aegis of BIFR/Operating Agency and currently believe that the Company would be in a position to continue as a going concern. Hence, these financial statements have been prepared under the going concern assumption.

2. Matter of Emphasis

1. Note 2.25(h) which describes the uncertainty related to the outcome of the lawsuit filed against the Company by the workers regarding settlement of compensation amounting to Rs.12.20 millions.

Management Reply

During the year the Company has settled 34 workers out of 97 workers with mutual agreement on individual basis and the approximate liability regarding settlement compensation for remaining 63 workers is estimated to be Rs.12.20 million on the basis of earlier settlements. As the amount is not certain at this stage, provision is not made and shown as contingent liability.

2. Note 2.27 (C) regarding waiver of interest payable on overdue bills to group company amounting to Rs. 4.74 millions.

Management Reply

As per Trade Agreement between Alumeco Handlerservices GmbH and Alumeco India Extrusion Limited, Interest was to be paid on the overdue bills at the rate of 6 month USD libor plus seventy five basis points. During the year, Alumeco Handlerservices GmbH has waived off the entire interest payable on overdue bills amounting Rs. 4.74 millions.

3. Note 2.29 regarding provision of gratuity (Rs. 5.79 millions) and compensated absences (Rs. 1.32 millions) is provided on actual basis and no actuarial valuation has been made as per the requirement of Accounting Standard - 15 – Employee Benefits.

Management Reply

Since Company has already made application for closure, provision for gratuity and compensated absences has been made on actual basis. As at the end of the year, there is no employee on whom further gratuity liability is to be accrued. Hence no actuarial valuation is being done.

4. Note 2.43 which describe reversal of excise provision amounting to Rs.29.53 millions made after obtaining views from excise consultants for the cases pending before Central Excise and Service Tax Appellate Tribunal (CESTAT). However the amount is exhibited in contingent liability.

Management Reply

The Company has obtained the legal opinion from its excise consultants regarding the likely outcome of the case. As per the consultants opinion, the company has a fairly good case before CESTAT and even in the worst scenario the total liability should not be more than the amount of Rs. 19.5 million which is already deposited. Hence, the reversal of additional excise provision made earlier amounting Rs. 29.53 millions (on account of interest and penalty) is being done.

3. Annexure to the Auditors'' Report: 1. Clause No. (ix) (a):

According to the information and explanations given to us, there are no undisputed amounts payable in respect of Provident Fund, Employees'' State Insurance, Income-tax, Sales-tax, Service tax, Customs duty, Excise duty and other material statutory dues that were in arrears as at 30 June 2014 for a period of more than six months from the date they became payable except for income tax amounting to Rs. 3,015,288 which is outstanding for more than six months as at 30 June 2014. As explained to us, the Company did not have any dues on account of Investor Education and Protection Fund and Wealth Tax.

Management''s Reply:

The amount of Rs. 3,015,288 is related to Minimum Alternate Tax provision for the earlier years. The Company is under BIFR. The payment is being taken up for waiver under the Rehabilitation Scheme.

2. Clause No. (x):

The accumulated losses at the end of the financial year are more than 50% of its net worth. The Company has incurred cash losses in the financial year and its immediately preceding financial year.

Management''s Reply:

In view of the accumulated loss exceeding the net worth, the Company was referred to the BIFR and has been declared sick by the BIFR.

Cost Audit:

As the production of the company is closed since July, 2013, the Company has applied to Central Government for waiver of cost audit for the year 2013-2014.

Secretarial Audit:

As prescribed by Securities and Exchange Board of India (SEBI), a Practicing Company Secretary carries out Secretarial Audit at the end of every quarter, and the report is regularly submitted to the Bombay Stock Exchange.

Corporate Governance:

Report on Corporate Governance Pursuant to Clause 49 of the Listing Agreement, and Certificate on Compliance of Corporate Governance form part of this Report.

Business Responsibility Report (BRR)

Securities Exchange Board of India (SEBI) vide circular CIR/CFD/DIL/8/2012 dated August 13, 2012 has mandated the inclusion of BRR as part of the Annual Report for the top 100 listed entities based on their market capitalization on Bombay Stock Exchange Limited as at March 31, 2014. In view of the requirements specified, the company is not mandated for the providing the BRR and hence do not form part of this Report.

Management Discussion and Analysis Report:

Management Discussion and Analysis Report as stipulated under Clause 49 of the Listing Agreement is presented in a separate section in this Annual Report.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo:

Relevant information as required by Section 217(1) (e) of the Companies Act, 1956, is at Annexure-I

Whole Time Director and Finance Manager Certification:

As required, the Whole Time Director and Finance Manager''s Certification is at Annexure-II

Particulars of Employees Remuneration:

There was no employee, as on 30th June, 2014, drawing remuneration in excess of the limits laid down in Section 217 (2A) of the Companies Act, 1956.

Internal Audit:

Since the production of the Company is closed since July 2013, Internal Audit is not carried out during the year.

Listing of Securities:

The Company is listed on the Bombay Stock Exchange and is regular in paying the annual listing fee to the Stock Exchange.

Personnel:

The employee relations were cordial till June 30, 2014. Subsequently after withdrawal of support by Alumeco Group, Denmark, the Company has filed an application for closure of unit before the Government of Andhra Pradesh which has been rejected and the Company has gone in to appeal before the Hon''ble High Court of Andhra Pradesh which is pending hearing. The office staff has been reduced to minimal. The workers will be dealt as per the directions of the Court.

Acknowledgements:

The Directors acknowledge the contribution made by the employees towards the success of the Company. They thank the Company''s valued customers for their continued patronage. They also acknowledge the support of the shareholders.

For and on behalf of the Board of Directors Place: New Delhi Ashish Kumar Gupta Dated: 5th March 2015 Chairman DIN: 00061551


Jun 30, 2013

Dear Members,

The Directors'' hereby present the Twenty Fifth forthe year ended 30th June, 2013. Annual Report on the business and operations of

Financial Highlights:

(Rs. Million) Particulars Current year Previous year 2012-2013 2011-2012

Revenue from Operations 656.60 794.47

Other Income 8.94 8.43

Total Revenue 665.54 802.90

Profit/(loss) before financial (38.84) (9.14)

Expenses, Depreciation

Financial Expenses 2.70 4.23

Depreciation 13.13 14.07

Profit/(Loss) before Tax (54.67) (27.44)

Profit/(Loss) after Tax and prior period (54.67) (27.44) adjustment

Dividend:

In view of the accumulated losses, no dividend is being recommended for the current year. Results of Operations:

During the year, the operations of the Company were not satisfactory and your Company has achieved a turnover of Rs.653.26 Million (Previous year Rs.788.13 Million) and suffered a loss of Rs.54.67 Million (Previous year 27.44 Million). The production fell to 4008 MT from 5146 MT in the previous year, mainly due to lack of demand of Company''s product owing to bad domestic and global economic situation. Further, the Company received communication from the parent company that they will not be able to supply the raw material on credit terms as before. Since, the Company does not have its own financial strength, the Board of Directors'' in its meeting held on July 08, 2013 decided to close the operation of the unit in order to stop the accumulation of cost and liabilities until an appropriate decision is taken under the aegis of the BIFR. Directors:

As on 30th June 2013 the directors of the Company were (1) Mr. Ashish Kumar Gupta; (2) Prof. Laxml Narain; (3) Mr. Wolfgang Ormeloh; (4) Mr. Nand Kishore Khandelwal; (5) Mr. Hans Schweers; (6) Mr. Rakesh Gupta; (7) Prof. Selvarani Balan; (8) Mr. JakobJJespersen. Pursuant to the provisions of Section 260 of the Companies Act, 1956 and Article 67a of the Articles of Association of the Company, Mr. Anand Parkash was appointed as additional director on 29th October 2013. He holds office up to the date of the ensuing Annual General Meeting. The Company has received a notice in writing from

member proposing his candidature for the office of director, liable to retire by rotation. During the period after 30th June 2013, Mr. Rakesh Gupta, Mr. Nand Kishore Khandelwal, Mr. Jakob J Jespersen, Prof. Selvarani Balan and Prof. Laxmi Narain resigned as Directors with effect from 20th August, 2013, 18th October 2013, 29th October 2013, 5th November 2013, and 13th November 2013 respectively. Mr. Wolfgang Ormeloh, Managing Director has also submitted his resignation as Director and Managing Director to the Board and the Board in its meeting held on November 13, 2013 has accepted his resignation with effect from December 15, 2013. Therefore, as on date, the directors of the Company are (1) Mr. Ashish Kumar Gupta; (2) Mr. Wolfgang Ormeloh; (3) Mr. Hans Schweers and (4) Mr. Anand Parkash.

Mr. Hans Schweers, who have been longest in the office, will retire at the ensuing Annual General Meeting and being eligible, offer himself for reappointment.

Directors'' Responsibility Statement: As required under Section 217 (2AA) of the Companies Act, 1956, the Directors hereby confirm that:

(i) In the preparation of the annual armunts, the applicable accounting standards have been followed and there are no material departures from the same;

(ii) such accounting policies have been selected 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 30th June, 2013 and of the profit or loss of the Company for that period:

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

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

Auditors:

M/s B S R & Co, have expressed their inability to continue as Auditors of the Company vide their letter dated November 13, 2013. In view of this the company needs to appoint statutory auditors and, therefore, the Company has sent a proposal to M/s Laxminiwas & Jain for appointing them as Auditors. Wherein M/s Laxminiwas & Jain has confirmed their willingness and eligibility under the provision of the Companies Act, 1956 to be as statutory auditors of the Company, which is subject to shareholders''approval.

Auditors'' Qualifications and Management''s

Reply:

1. Point No. 3 of the Audit Report:

As more fully explained In note 2.25 to the financial statements that the Company has accumulated losses of 7 252,526,547 as at 30 June 2013 which have exceeded the paid up capital and reserves (1 160,522,805) of the Company at that date. The Company had been declared sick on 9 February 2010 and had made a reference to the Board for Industrial & Financial Reconstruction (BIFR) in terms of Section 15(1) of the Sick Industrial Companies (Special Provisions) Act, 1985. It is currently in the process of working out a rehabilitation scheme with the BIFR. Considering the financial position of the Company as at 30 June 2013 and the subsequent financial stress caused by the Alumeco Group withdrawing extended credit terms for supply of raw material, there exists significant uncertainty as to whether the Company will be able to continue as a going concern. The Management is in the process of evaluating available options to rehabilitate the Company under the aegis of BIFR / Operating Agency. The financial results for the year ended 30 June 2013 have been prepared on a going concern basis and do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or, to amounts or classification of liabilities that may be necessary if the Company is unable to continue as a going concern. Management''s Reply:

The accumulated loss at the year end is Rs. 252.52 million which is more than 100% of the net worth of the Company. On the Company''s reference to BIFR, it was declared Sick by the

BIFR, which has appointed Canara Bank as the Operating Agency. The Alumeco Group, Denmark took a commercial to stop extending the facility of supplying raw material on credit to the Company, as was being done in the past. This decision coupled with the accumulated losses In the Company and the prevailing adverse business conditions (on account of liquidity crunch, labour problems, power cuts, poor order book position due to bad economic scenario, credit crunch In the market, etc.), has further strained the financial position of the Company. However, the Board of Directors and the Management of the Company are actively pursuing various available options to rehabilitate the Company under the aegis of BIFR/Operating Agency and currently believe that the Company would be in a position to continue as a going concern. Hence, these financial statements have been prepared under the going concern assumption.

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

According to the information and explanations given to us, there are no undisputed amounts payable in respect of Provident Fund, Employees'' State Insurance, Income-tax, Sales-tax, Service tax, Customs duty, Excise duty and other material statutory dues that were in arrears as at 30 June 2013 for a period of more than six months from the date they became payable except for income tax amounting to 7 3,015,288 which is outstanding for more than six months as at 30 June 2013. As explained to us, the Company did not have any dues on account of Investor Education and Protection Fund and Wealth Tax.

Management''s Reply:

The amount of Rs. 3,015,288 is related to Minimum Alternate Tax provision for the earlier years. As the Company is under BIFR. The payment is being taken up for waiver under the Rehabilitation Scheme.

3. Point No. (x) of Annexure to the Auditors'' Report:

The accumulated losses at the end of the financial year are more than 50% of its net worth. The Company has incurred cash losses in the financial year and its immediately preceding financial year.

Management''s Reply:

In view of the accumulated loss exceeding the net worth, the Company was referred to the BIFR and has been declared sick by the BIFR.

4. Point No. (xvii) of Annexure to the Auditors'' Report:

According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, we report that the short term funds amounting to Rs. 166,115,878 have been used for long-term purposes.

Management''s Reply:

The said amount represents excess of current liabilities over the current assets. This is caused due to current financial situation of the Company, wherein it has carried forward accumulated losses of Rs. 252,526,547 in its Balance Sheet. Cost Audit:

Mr. Sandeep Zanwar, Cost Accountant, Secunderabad, was appointed Cost Auditor for the year ended 30th June 2013, with the approval of the Central Government. The Cost Audit for the year ended 30th June 2013 has been completed and the report submitted to the Central Government.

Secretarial Audit:

As prescribed by Securities and Exchange Board of India (SEBI), a Practicing Company Secretary carries out Secretarial Audit at the end of every quarter, and the report is regularly submitted to the Bombay Stock Exchange.

Corporate Governance:

Report on Corporate Governance Pursuant to Clause 49 of the Listing Agreement, and Certificate on Compliance of Corporate Governance form part of this Report.

Management Discussion and Analysis Report:

Management Discussion and Analysis Report as stipulated under Clause 49 of the Listing Agreement is presented in a separate section in this Annual Report.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo:

Relevant information as required by Section 217(1) (e) of the Companies Act, 1956, is at Annexure-I

Managing Director and Chief Financial Officer Certification:

As required, the Managing Director and Chief Financial Officer''s Certification is at Annexure-II

Particulars of Employees Remuneration:

There being no employee, as on 30th June, 2013, drawing remuneration of more than Rs. 6.00 million perannum, provisions of Section 217 (2A) of the Companies Act, 1956 are not applicable. Internal Audit:

M/s. Laxminiwas Neeth & Co., Chartered Accountants, Hyderabad, conduct Internal Audit on a regular basis, during the year ended 30th June 2013 which is reviewed and followed up by the Audit Committee. Listing of Securities:

The Company is listed on the Bombay Stock Exchange and is regular in paying the annual listing fee to the Stock Exchange. Personnel:

The employee relations were cordial till June 30, 2013. Subsequently after the Alumeco Group (Denmark) took a commercial to stop extending the facility of supplying raw material on credit to the Company, the Company has filed an application for closure of unit before the Government of Andhra Pradesh which has been rejected and the Company has gone in to appeal before the Hon''ble High Court of Andhra Pradesh which is pending hearing. The office staff has been reduced to minimal. Acknowledgements:

The Directors acknowledge the contribution made by the employees towards the success of the Company. They thank the Company''s valued customers for their continued patronage. They also acknowledge the support of the shareholders.

For and on behalf of the Board of Directors

Place: Hyderabad Ashish Kumar Gupta

Dated: 13th November 2013 Chairman


Jun 30, 2012

Dear Members,

The Directors' hereby present the Twenty Fourth Annual Report on the business and operations of the Company, together with the Audited Statements of Accounts and the Auditors' Report for the year ended 30th June, 2012.

Financial Highlights: (Rs. Million)

Particulars Current year Previous year 2011- 2012 2010- 2011

Revenue from Operations 795.53 858.00

Other Income 8.43 18.52

Total Revenue 803.96 876.52

Profit/ (loss) before financial (8.69) 26.39

Expenses, Depreciation

Financial Expenses 04.68 01.84

Depreciation 14.07 14.14

Profit/ (Loss) before Tax (27.44) 10.41

Profit/(Loss) after Tax and prior period adjustment (27.44) 10.41

Dividend:

In view of the accumulated losses, no dividend is being recommended for the current year.

Results of Operations:

The business environment still continues to be sluggish on account of weak global economy. Still your Company achieved a turnover of Rs. 789.19 million for the year as compared to Rs. 854.44 million in the previous year. The Company earned an operational profit of Rs. 26.39 million for the year but ended with a loss of Rs. 27.44 million mainly due to exchange loss of Rs. 53.83 million, as the Rupee depreciated against US Dollar.

Reference to Board for Industrial and Financial Reconstruction (BIFR):

The accumulated loss being more than the net worth of the Company, it was declared sick by the BIFR in February, 2010. The BIFR has ordered for preparation of a Rehabilitation Scheme and has appointed IDBI Bank as the Operating Agency for this purpose. Efforts are in progress for submission of the Rehabilitation Scheme for approval to the BIFR.

Directors:

Prof. Laxmi Narain and Mr. Ashish Kumar Gupta, who have been longest in the office, will retire at the ensuing Annual General Meeting and being eligible, offer themselves for reappointment. Pursuant to the provisions of Section 260 of the Companies Act, 1956 and Article 67a of the Articles of Association of the Company, Mr. Nand Kishore Khandelwal and Prof. Selvarani Balan were appointed as additional directors on 29th August 2012, and Mr. Rakesh Gupta was appointed as an alternate director to Mr. Hans Schweers on 29th August 2012 and re- designated as an additional director on 7th November 2012. They hold office up to the date of the ensuing Annual General Meeting. The Company has received a notice in writing from members proposing their candidature for the office of director, liable to retire by rotation.

During the year under review, Mrs. Deepa Hingorani and Mr. M. Ratnakar resigned as Directors with effect from 2nd February 2012 and 5th July 2012, respectively.

Change of Chairman:

Prof. Laxmi Narain, who was Chairman of the Company since March 2006, expressed his inability to continue as Chairman. The Board in its meeting held on 29th August 2012, decided to appoint Mr. Ashish Kumar Gupta as Chairman of the Company.

Directors' Responsibility Statement:

As required under Section 217 (2AA) of the Companies Act, 1956, the Directors hereby confirm that:

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures from the same;

(ii) such accounting policies have been selected 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 30th June, 2012 and of the profit or loss of the Company for that period:

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

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

Auditors:

M/s BSR & Company, Chartered Accountants, Auditors of the Company, retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

Auditors' Qualifications and Management's Reply:

1. Point No. 3 of the Audit Report:

As more fully explained in Note 2.24, of the financial statement, the Company has accumulated losses of Rs. 197,852,028 as at 30th June 2012 which have exceeded the paid up capital and reserves (Rs. 160,522,805) of the Company at that date. Also, the Company had made a reference to the Board for Industrial &Financial Reconstruction (BIFR) in terms of Section 15(1) of the Sick Industrial Companies (Special Provisions) Act, 1985 and had been declared sick on 9th February 2010. It is currently in the process of working out a rehabilitation scheme with the BIFR.

Though Management's efforts to improve the performance are ongoing, considering the financial position of the Company as at 30th June 2012, there exists uncertainty as to whether the Company will be able to continue as a going concern. However, the financial statements for the year ended 30th June 2012 have been prepared on a going concern basis and do not include any adjustments relating to the recoverability and classification of recorded asset amounts or, to amounts or classification of liabilities that may be necessary if the Company is unable to continue as a going concern. Management's Reply:

The accumulated loss at the year end is Rs. 197.85 million which is more than 100% of the net worth of the Company. On the Company's reference to BIFR, it was declared Sick by the BIFR, which has appointed IDBI Bank as the Operating Agency. The BIFR has directed the Company to prepare a Rehabilitation Scheme. Efforts are in progress for submission of the Rehabilitation Scheme for approval to the BIFR. The Management, based on the business plan, fully believes that the Company will continue to remain a going concern.

2. Point No. 4of the Audit Report:

As more fully explained in Note 2.40 of the financial statements, during the year ended 30th June 2012 and 30th June 2011, the Company has accrued for managerial remuneration, which exceeds of the limits specified in Schedule XIII to the Companies Act, 1956('the Act') to the extent of Rs.9,083 & 143,856 respectively. The Company has applied for Central Government of India's approval for the same, which is pending as at the date of our report. Pending the receipt of approval, such excess remuneration has not been paid.

Management's Reply:

The said amounts will be paid after receipt of approval from the Central Government, which is under process.

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

According to the information and explanations given to us, there are no undisputed amounts payable in respect of Provident Fund, Employees' State Insurance, Income-tax, Sales-tax, Services tax, Customs duty, Excise duty and other material statutory dues that were in arrears as at 30th June 2012 for a period of more than six months from the date they became payable except for income tax amounting to Rs. 3,015,288 which is outstanding for more than six months as at 30th June 2012.

Management's Reply:

The amount of Rs. 3,015,288 is related to Minimum Alternate Tax provision for the earlier years. The Company is under BIFR. The payment is being taken up for waiver under the Rehabilitation Scheme.

4. Point No. (x) of Annexure to the Auditors' Report:

The Company has accumulated losses amounting to Rs. 197,852,028 at the end of the financial year which exceeds its net worth of Rs 160,522,805.

Management's Reply:

In view of the accumulated loss exceeding the net worth, the Company was referred to the BIFR and has been declared sick by the BIFR.

5. Point No. (xvii) of Annexure to the Auditor's Report:

According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, we report that the short term funds amounting to Rs. 101,546,466 have been used for long-term purposes.

Management's Reply:

The said amount represents excess of current liabilities over the current assets. This is caused due to current financial situation of the Company, wherein it has carried forward accumulated losses of Rs. 197,852,028 in its Balance Sheet.

Cost Audit:

Mr. Sandeep Zanwar, Cost Accountant, Hyderabad, was appointed Cost Auditor for the year ended 30th June 2012, with the approval of the Central Government. The Cost Audit for the year ended 30th June 2012, is under progress and the report would be submitted to the Central Government.

Secretarial Audit:

As prescribed by Securities and Exchange Board of India (SEBI), a Practicing Company Secretary carries out Secretarial Audit at the end of every quarter, and the report is regularly submitted to the Bombay Stock Exchange.

Corporate Governance:

Report on Corporate Governance pursuant to Clause 49 of the Listing Agreement, and Certificate on Compliance of Corporate Governance form part of this Report.

Management Discussion and Analysis Report:

Management Discussion and Analysis Report as stipulated under Clause 49 of the Listing Agreement is presented in a separate section in this Annual Report.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo:

Relevant information as required by Section 217(1) (e) of the Companies Act, 1956, is at Annexure-I

Managing Director and Chief Financial Officer Certification:

As required, the Managing Director and Chief Financial Officer's Certification is at Annexure-II Particulars of Employees Remuneration:

There being no employee, as on 30th June, 2012, drawing remuneration of more than Rs. 6.00 million per annum, provisions of Section 217 (2A) of the Companies Act, 1956 are not applicable.

Internal Audit:

M/s. Laxminiwas Neeth & Co., Chartered Accountants, Hyderabad, conduct Internal Audit on a regular basis, which is reviewed and followed up meticulously by the Audit Committee.

Listing of Securities:

The Company is listed on the Bombay Stock Exchange and is regular in paying the annual listing fee to the Stock Exchange.

Personnel:

Employee relations were cordial during the period. The directors place on record their appreciation for the dedicated work put in by the employees at various levels.

Acknowledgements:

The Directors acknowledge the contribution made by the employees towards the success of the Company. They thank the Company's valued customers for their continued patronage. They also acknowledge the support of the shareholders.

For and on behalf of the Board of Directors

Place: Hyderabad Ashish Kumar Gupta

Dated: 7th November 2012 Chairman


Jun 30, 2011

Dear Members

The Directors' hereby present the Twenty Third Annual Report on the business and operations of

Financial Highlights: (Rs. Million)

Particulars Current year Previous year

2010 - 2011 2009 - 2010

Sales (Net) 854.44 638.72

Other Income 22.08 12.60

Total Revenue 876.52 651.32

Profit/(loss) before Financial Expenses, Depreciation 26.39 24.68

Financial Expenses 01.84 0.96

Depreciation 14.14 15.15

Profit before Tax 10.41 08.57

Profit after Tax and prior period adjustment 10.41 11.28

Dividend:

In view of the accumulated losses, no dividend is recommended for the current year.

Results of Operations:

The sluggish business environment continues due to slow recovery of global economies. The inputs costs particularly cost of petroleum products, energy and labor has risen during the year under review. Still your Company is able to achieve a turnover of Rs. 854.44 million for the year as compared Rs. 638.72 million in the previous year, an increase of 34% the net profit of Rs. 10.41 million as against Rs. 8.57 million in the previous year, an increase of about 22%. The Company's performance has improved due to increased domestic sales, resulting in higher capacity utilization. The Company's efforts in the previous years on screening the existing customer base, development of new customer base, and striking a right balance in product-mix has resulted in improved performance.

Reference to Board for Industrial and Financial Reconstruction (BIFR):

The accumulated loss being more than the net worth of the Company, it was declared sick by the BIFR in February, 2010. The BIFR has ordered for preparation of a Rehabilitation Scheme and has appointed IDBI Bank as the Operating Agency (OA) for this purpose. Efforts are in progress for submission of the Rehabilitation Scheme for approval to the BIFR. Directors:

Mr. Wolfgang Ormolu and Mrs. Deepa Hingorani, who have been longest in the office, will retire at the ensuing Annual General Meeting and being eligible, offer themselves for reappointment. Directors' Responsibility Statement: As required under Section 217 (2AA) of the Companies Act, 1956, the Directors hereby confirm that:

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures from the same;

(ii) such accounting policies have been selected and applied 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 30th June, 2011 and of the profit of the Company for that period;

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

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

Auditors: M/s. BSR & Company, Chartered Accountants, Auditors of the Company, retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

Auditors' Qualifications and Managements Reply:

1. Point No. 3 of the Audit Report: As more fully explained in Note 1 of Schedule 18, the Company has accumulated losses of Rs 170,408,290 as at 30 June 2011 which have exceeded the paid up capital and reserves (Rs. 160,522,805) of the Company at that date. Also, the Company had made a reference to the Board for Industrial & Financial Reconstruction (BIFR) in terms of Section 15(1) of the Sick Industrial Companies (Special Provisions) Act, 1985 and had been declared sick on 9 February 2010. It is currently in the process of working out a rehabilitation scheme with the BIFR. Though the Company has made profits for the Year ended 30 June 2010 and 30 June 2011, considering the financial position of the Company at 30 June 2011, there exists uncertainty as to whether the Company will be able to continue as a going concern. However, the financial statements for the year ended 30 June 2011 have been prepared on a going concern basis and do not include any adjustment relating to the recoverability and classification of recorded asset amounts, or, to amounts or classification of liabilities that may be necessary if the Company is unable to continue as a going concern. Managements reply:

The accumulated loss at the year end being Rs.170.41 million is more than 100% of the net worth of the Company. On the Company's reference, it was declared Sick by the BIFR, which has appointed IDBI Bank as the Operating Agency (OA). The BIFR has directed the Company to prepare a Rehabilitation Scheme; the Company is in the process of working a Rehabilitation Scheme to be submitted to BIFR. The Company continues to operate profitably and based on the performance and the business plan, the Management believes that the Company will remain to be a going concern.

2. Point No. 4 of the Audit Report:

As more fully explained in Note 23 of Schedule 18, during the year ended 30 June 2011, the Company has accrued for managerial remuneration, which exceeds the limits specified in Schedule XIII to the Companies Act, 1956 to the extent of Rs 143,856. The Company has applied for Central Government approval for the same, which is pending as at the date of our report. Pending the receipt of approval, such excess remuneration has not been paid. Managements reply:

The said amount will be paid after receipt of approval from the Central Government, which is expected soon.

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

According to the information and explanations given to us, there are no undisputed amounts payable in respect of Provident Fund, Employees' State Insurance, Income- tax, Sales- tax, Service tax, Customs duty, Excise duty and other material statutory dues that were in arrears as at 30 June 2011 for a period of more than six months from the date they became payable except for income tax amounting to Rs. 3,015,288 which is outstanding for more than six months as at 30 June 2011.

Management's reply:

The amount of Rs. 3,015,288 related to the income tax is based on Minimum Alternate Tax provision for the earlier years. The Company being under BIFR has not made the payment as the matter is proposed to be taken up for waiver during the drafting of the Rehabilitation Scheme.

4. Point No. (x) of Annexure to the Auditors' Report:

The Company has accumulated losses amounting to Rs 170,408,290 at the end of the financial year which exceeds its net worth of Rs 160,522,805. Managements reply:

In view of the accumulated loss exceeding the net worth, the Company was declared sick by BIFR. The Management has put in all efforts to run the Company smoothly and efficiently. The net profit of the current year is Rs. 10,409,377.

5. Point No. (xvii) of Annexure to the Auditors Report:

According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, we report that the short term funds amounting to Rs 78,765,791 have been used for long-term purposes.

Managements reply:

The said amount represents excess of current liabilities over the current assets. This is caused due to current financial situation of the Company, wherein it has carried forward accumulated losses of Rs. 170,408,290 in its Balance Sheet.

Cost Audit:

Mr. Sandeep Zanwar. Cost Accountant, Secunderabad, was appointed Cost Auditor for the year ended 30th June 2011, with the approval of he Central Government. The Cost Audit for the year ended 30th June 2011, is under progress and the Report would be submitted to the Central Government soon.

Secretarial Audit:

As prescribed by Securities and Exchange Board of India (SEBI), a Practicing Company Secretary carries out Secretarial audit at the specified periodicity, which is satisfactory, and has been submitted to the Bombay Stock Exchange.

Corporate Governance: Report on Corporate Governance pursuant to Clause 49 of the Listing Agreement, and certificate on Compliance of Corporate Governance form part of this Report.

Management Discussion and Analysis Report:

Management Discussion and Analysis Report as stipulated under Clause 49 of the Listing Agreement is presented in a separate section in this Annual Report.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo:

Relevant information as required by Section 217(1) (e) of the Companies Act, 1956, is at

Annexure-I.

Managing Director and Chief Financial Officer Certification:

As required, the Managing Director and Chief Financial Officer's Certification is at Annexure - II.

Particulars of Employees Remuneration:

There being no employee, as on 30th June, 2011, drawing remuneration of more than Rs.6.00 million per annum, provisions of Section 217 (2A) of the Companies Act, 1956 are not applicable.

Internal Audit:

M/s. Laxminiwas Neeth & Co., Chartered Accountants, Hyderabad, conduct Internal Audit on a regular basis, which is reviewed and followed up meticulously by the Audit Committee.

Listing of Securities:

The Company is listed on The Bombay Stock Exchange, is regular in paying the annual listing fee to the Stock Exchange.

Personnel:

Employee relations were cordial during the period. The Directors place on record their appreciation for the dedicated work put in by the employees at various levels. Acknowledgements:

The Directors acknowledge the contribution made by the employees towards the success of the Company. They thank the Company's valued customers for their continued patronage. They also acknowledge the support of the shareholders.

Acknowledgements

The Directors acknowledgements the contribution made by the emloyees towards the success of the Company. they thank the Company's valued customers for their continued patronage. They also acknowledge the support of the shareholders.

For and on behalf of the Board of Directors

Prof. Laxmi Narain

Chairman Place : Kallakal(Medak Dist)

Dated : 28th October


Jun 30, 2010

On behalf of the Board, I present the Twenty Second Annual Report on the business and operations of the Company together with the Audited Statements of Accounts along with the Report of the Auditors, for the ear ended 30th June, 2010.

Financial Highlights: (Rs. Million)

Particulars Current year Previous year

2009 - 2010 2008 - 2009

Sales (Net) 638.72 575.77

Other Income 12.60 34.28

Total Revenue 651.32 610.05

Profit/(loss) before Financial Expenses, Depreciation & Taxes 24.68 (25.88)

Financial Expenses 0.96 1.46

Depreciation 15.15 18.66

Profit /(loss) before Tax 8.57 (46.02)

Provision for Tax - 3.21

Profit after Tax 8.57 (49.24)

Prior period items 2.71 -

Net Profitless) after Tax 11.28 (49.24)

Dividend:

In view of the accumulated losses, no dividend is recommended for the current year.

Results of Operations:

During the period under review, your Company sold 4700 tons of Extrusions (export 2996 tons), as against 3855 tons (export 2938 tons) during the previous year.

The Companys Profit after tax for the year is Rs. 11.28 million as compared to a loss of Rs.49.24 million in the previous year. The Company tried to stabilize its production, focused its efforts on reducing cost, increasing operational efficiencies and increasing the domestic market share resulting improved performance.

As the shareholders are aware, the Company made a reference to the Board for Industrial and Financial Reconstruction (BIFR) as required by law. Reference made by the Company has been registered vide case no. 11/2009. The BIFR at its hearing held on 9th February, 2010 declared the Company as a sick unit and at its meeting held on 10th May, 2010, appointed IDBI Bank as the Operating Agency, to work out a rehabilitation proposal.

Directors:

Mr. Hans Schweers and Mr. M. Ratnakar, who have been longest in the office, will retire at the ensuing Annual General Meeting, and being eligible, offer themselves for reappointment.

Directors Responsibility Statement:

As required under Section 217 (2AA) of the

Companies Act, 1956, the Directors hereby confirm that: (i) in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures from the same; (ii) such accounting policies have been selected and applied 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 30th June, 2010 and of the profit of the Company for the year; (iii) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; and (iv) the annual accounts are prepared on a going concern basis.

Auditors:

M/s. BSR & Company, Chartered Accountants, Auditors of the Company, retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

Auditors Qualifications and Managements Reply:

I. Point No.3 of the Auditors Report:

The Company has accumulated losses of Rs. 180,817,667 as at 30 June 2010 which have exceeded the paid up capital and reserves (Rs. 160,522,805) of the Company at that date. Also, the Company has made a reference to the Board for Industrial & Financial Reconstruction (BIFR) in terms of Section 15(1) of the Sick Industrial

Companies (Special Provisions) Act, 1985 and has been declared sick on 9 February 2010. It is currently in the process of working out a rehabilitation scheme with the BIFR.

Though the management is making efforts to improve the performance, and though the Company has made profits for the year ended 30 June 2010, considering the financial position of the Company at that date, there exists uncertainty as to whether the Company will be able to continue as a going concern. However, the financial statements for the year ended 30 June 2010 have been prepared on a going concern basis and do not include any adjustment relating to the recoverability and classification of recorded asset amounts, or, to amounts or classification of liabilities that may be necessary if the Company is unable to continue as a going concern.

Managements reply:

The accumulated loss at the year ending June 30, 2010 was Rs. 180,817,667, which is more than 100% of the Companys net worth. On the Companys reference, the Board for Industrial and Financial Reconstruction (BIFR) has declared the Company as sick and appointed IDBI Bank as Operating Agency to workout a rehabilitation scheme, which is under process. The Company strongly believes that it will be able to work out a suitable Rehabilitation Scheme along with the Operating Agency and will continue to be a going concern.

II. Point No.17(b) of the Annexure to the Auditors Report:

According to the information and explanations given to us, no undisputed amounts payable in respect of Provident Fund, Employees State Insurance, Sales tax, Service tax, Customs duty, Excise duty and other material statutory dues were in arrears as at 30 June 2010 for a period of more than six months from the date they became payable except for income tax amounting to Rs. 3,015,288 which is outstanding for more than six months as of 30 June 2010. Managements reply:

The amount stands unpaid in view of the rehabilitation proposal to be presented to BIFR.

III. Point No.19 of the Annexure to the Auditors Report:

The Company has accumulated losses amounting to Rs. 180,817,667 at the end of the financial year which exceeds its net worth of Rs. 160,522,805. The Company has not incurred cash losses in the current year and has incurred cash losses in the immediately preceding financial year.

Managements reply:

In view of the accumulated loss of Rs. 180,817,667 which exceeds the Companys net worth of Rs. 160,522,805, it has been declared sick by BIFR. The Management has put in all efforts to run the operations of the Company smoothly and efficiently, the net profit of the current year being Rs.11,275,897. At the same time, a Rehabilitation Scheme along with the Operating Agency, for the revival of the Company, is being worked out.

IV. Point No.26 of the Annexure to the Auditors Report:

According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, we report that the short term funds amounting to Rs.97,419,341 have been used for long-term purposes.

Managements reply:

The said amount represents excess of current liabilities over the current assets. This has been caused mainly due to current financial situation of the Company wherein it has carried forward accumulated losses of Rs. 180,817,667 in its Balance Sheet.

Cost Audit:

Mr. Sandeep Zanwar, Cost Accountant, Hyderabad, was appointed as Cost Auditor for the year ended 30th June 2010. The Cost Audit for the year ended 30th June 2010, is under progress and the report would be submitted as prescribed. Secretarial Audit:

As prescribed by Securities and Exchange Board of India (SEBI), a Practicing Company Secretary carries out Secretarial audit at the specified period. The findings of the audit, which are satisfactory, are regularly submitted to the Bombay Stock Exchange.

Corporate Governance:

Report on Corporate Governance pursuant to Clause 49 of the Listing Agreement, and certificate on compliance of Corporate Governance form part of this Report.

Management Discussion and Analysis Report:

Management Discussion and Analysis Report as stipulated under Clause 49 of the Listing Agreement is presented in a separate section in this Report.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo:

As required, the information is given in Annexure-I.

Managing Director and Chief Financial Officer Certificate:

As required, the Certificate is in Annexure - II.

Particulars of Employees Remuneration:

There being no employee, as on 30th June, 2010, drawing remuneration of more than Rs.24,00,000 per annum, provisions of Section 217 (2A) of the Companies Act, 1956 are not applicable.

Internal Audit:

M/s. Laxminiwas Neeth & Co., Chartered Accountants, Hyderabad, is conducting Internal Audit on a regular basis, which is being reviewed and followed up by the Audit Committee.

Listing of Securities:

The Companys securities are listed on The Bombay Stock Exchange. The Company is regular in paying the annual listing fees to the Stock Exchange.

Personnel:

Employee relations were cordial. The Directors place on record their appreciation for the dedicated work put in by the employees at various levels.

Acknowledgements:

The Directors acknowledge the contribution made by the employees towards the success of the Company. They thank the Companys valued customers for their continued patronage. They also acknowledge the support of the shareholders.

For and on behalf of the Board of Directors

Place: Kallakal,Medak Prof. Laxmi Narain

Dated: 25th August 2010 Chairman

 
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