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Directors Report of IMP Powers Ltd.

Mar 31, 2014

Dear Members,

The Directors are pleased to present their 52nd Annual Report on the business and operations of your Company together with the Audited Accounts for the Financial Year ended 31st March, 2014.

FINANCIAL RESULTS:

The financial and operating highlights for the year under review of the Company and that of the previous financial year, are given below:

(Rs. in Lacs)

PARTICULAR *MARCH 31, 2014 *MARCH 31, 2013 (9 Months)

Gross Turnover 28636.18 22690.05

Turnover Net of Excise Duty 26124.90 20509.99

Other Income 54.61 27.79

Total Revenue from Operations 26179.51 20537.78

Profit before finance cost, depreciation and taxes 2459.16 2004.05

Less : Depreciation 493.39 332.70

Less: Finance Costs 1905.60 1330.47

Profit before tax 60.17 340.88

Less : current tax 12.90 139.33

Less : deferred tax 24.96 (26.61)

Profit after tax 22.30 228.16

Add: Profit brought forward from Previous Year 2027.50 2024.97

Profit Available for Appropriation 2049.80 2253.13

Appropriation Proposed Dividend (Equity) 40.68 40.68

Proposed Dividend (Preference) 7.24 7.36

Tax on Dividend 11.22 6.60

Transfer to 4% Preference Share Capital Redemption Reserve 81.67 18.38

Transfer to 1% Preference Share Capital Redemption Reserve 110.87 110.87

Transfer to Bond Redemption Reserve 55.66 41.74

Surplus Carried to Balance Sheet 1742.47 2027.50

2049.80 2253.13

Earning Per Share

Basic 0.13 2.71

Diluted 0.13 2.71

* Note: The Figures mentioned above in respect of the Financial Year ended 31st March, 2014, are not comparable with the previous year''s figures as the previous Financial Year ended 31st March, 2013 of your Company was of 9 months (Nine Months).

DIVIDEND:

Your Directors'' are pleased to recommend a Dividend of Re. 0.50 (i.e. @5%) per Equity Share on 8136563 Equity Shares of Rs.10/- each for the Financial Year ended 31st March, 2014.

BUSINESS SCENARIO:

With a divergent growth globally, modest recovery from advanced economic and continued slow-down in emerging economies, a relatively subdued domestic performance coupled with overall deceleration of India'' GDP growth and marked currency depreciation had a significant negative impact on the general business environment.

Despite the extremely challenging Indian Transformers Industry, especially due to challenging market scenario, emergence of new players as well as multinationals, larger capacity addition, and volatility in major raw material prices, your Company has sustained its growth level and its performance was satisfactory.

During the Year under review your Company manufactured 7127 MVA and achieved a total income of Rs 261.80 crore. Inspite of the higher production, Sales were 6410 MVA, due to delay by customers in taking delivery and delay in opening of LC''s.

The sales under review on consolidated account basis of the year under review were Rs. 264.38 crore and Profit after Tax (PAT) was Rs. 0.58 crore.

ACHIEVEMENTS:

* YOUR COMPANY AS ON 31ST MARCH, 2014, HAVE AN ALL TIME HIGH ORDER BOOK OF RS. 346 CRORE (TRANSFORMERS) AND HYDRO PROJECTS OF RS. 87 CRORE AGREEGATING TO RS. 434 CRORE.

The details of which are provided as under:

Order Book (in MVA) Order Book (Rs. in Crore)

Transformers

SEB 6047 248

EPC 796 35

Deemed Exports 1324 64

Hydro projects - 87

Total 8167 434

* Your Company on 3rd May, 2014 has been felicitated by its lead Bank, State bank of Hyderabad for being one of its important customers.

* Your Company has been awarded a single order of 91 nos of 25 MVA/ 132 KV transformers amounting to Rs. 101 crore from RRVPNL & is under execution.

* Your Company has received an Order of Rs. 40 crore from 3 MNCs (2 from spain and 1 from Dubai) for their projects in India.

* Your Company constructed Air Condition and Control Environment in core coil assembly section in addition to winding section making a complete dust free section.

* Your Company has received approval from the following New Vendors:

Gujarat Energy Transmission Corporation Ltd. (GETCO) for 315 MVA 400KV class auto transformers Power Transmission Corporation of Uttarakhand Ltd. (PTCUL) for 315 MVA 400 KV class auto transformers

* Your Company''s Managing Director, is also the Member of the Indian Electrical and Electronic Manufacturer''s Association (IEEMA) and has been elected as the Chairman of ELECRAMA 2016, which is the largest T & D Exhibition in the World.

Finance and Rating:

Despite the challenging and gloomy business scenario, the Credit rating agency, CARE, in their recent evaluation, has rated your Company as CARE "BBB" for long term credit rating and CARE "P3" for short term credit rating.

Future Growth Prospects:

In India, the demand for equipment used in power sector is multiplying at a rapid rate because of social, economic and industrial development. The new government plans to fund up to 75% of the investment required to supply electricity through separate feeders for agricultural and rural domestic consumption, will benefit the Power Sector Companies and ultimately boost the regional demand for power transformers. The Government of India in the present era has shifted its focus to the transmission & distribution sector of the country, which is expected to offer abundant growth opportunities for the players operating in the electrical equipment market of India.

The government''s commitment to provide 24x7 uninterrupted power supply to all homes and Deendayal Upadhyaya Gram Jyoti Yojana to augment power supply to rural areas, strengthen the sub-transmission and distribution systems will ultimately boost the demand for Power Transformers.

Your Company with a ''state of art'' facility to manufacture Power Transformers up to 400 KV Voltage Class, is fully equipped with most modern Plant & Machinery to grab the opportunity provided by the domestic power transformer market. With all in- house testing arrangements to conduct Routine, Acceptance & all Type Tests as per IS & IEC standards, your Company always strive for total customer satisfaction by providing quality products and service on time.

Despite the global financial crisis, the industry has seen an increasing trend in the transformer export, which contributes significantly to the revenue. Hence, your Company''s major thrust is on exports by increasing its market presence across in countries like Africa and the Middle East, tying up with several International EPC players by designing and manufacturing quality products, improving productivity, maintaining costs and meeting global standards through efficient performance.

Subsidiary Company:

IMP Energy Ltd (IEL), a Subsidiary Company of IMP Powers Ltd. incorporated in the year 2012, is acting as a Project Management Consultancy (P.M.C.) with a clear vision of providing excellence and perfection to explore emerging opportunities in mini and small Hydro Power Projects up to 25 MW. The company has made long strides in a very short span in providing most modern technology effecting fresh innovations resulting in perfect results. IEL has ventured into this sector not only to provide end to end solutions in Hydro power but also to support the Government of India''s latest thrust in renewable energy.

Coupled with above, the demand for the renewable energy is also going to go up. Thus your company''s Subsidiary, IMP Energy Ltd., incorporated with a clear objective to explore emerging opportunities in micro and small Hydro Power Sector, is also comfortably placed. IEL received 13 small Hydro projects orders totalling 12.7 MW & amounting to Rs. 137.01 crore in Leh and Kargil, the progress of which is satisfactory.

Exemption under Section 212(8) of the Companies Act, 1956:

As per the general exemption granted under Section 212(8) of the Companies Act, 1956 by the Government of India, Ministry of Corporate Affairs, New Delhi vide its General Circular No.2/2011, dated 8th February, 2011, the audited annual accounts and other documents of the Subsidiary as specified under Section 212 of the Act are not attached to the Annual report of your Company. Members desiring to have a copy of audited Annual Accounts and the related detailed information of IEL, subsidiary of the Company, may write to the Company Secretary at the Corporate Office of the Company and they will be provided with the same upon such a request. Annual Accounts of the subsidiary company will also be kept for inspection of the Members at the Corporate Office of Your Company in the working days of the Company between 2.00 p.m. to 4.00 pm. A statement pursuant to Section 212 of the Companies Act, 1956, in respect of the Subsidiary Company is annexed herewith and forms part of this Annual Report.

As required under the Listing Agreement with the Bombay Stock Exchange Ltd., (BSE) and National Stock Exchange of India Ltd. (NSE) and in accordance with the requirements of Accounting Standards AS-21, issued by the Institute of Chartered Accountants of India, the Consolidated Accounts of the Company and its subsidiary are annexed to this Annual Report.

DIRECTORS:

Shri Ramniwas R Dhoot, was re-appointed as the Chairman of the Company for a further period of 3 years w.e.f 1st April, 2014, subject to the approval of the Members and Shri Ajay R Dhoot and Shri Aaditya R Dhoot, were also re-appointed as the Managing Director and as the Jt. Managing Director of the Company respectively, for a further period of 5 years w.e.f 1st April, 2014, subject to the approval of Members. The Board of Directors at their Meeting held on 29th May, 2014 had designated Shri Ajay R Dhoot as the Vice-Chairman and Shri Aaditya R Dhoot as the Managing Director of the Company. The Board hereby recommends the re-appointment of Shri Ramniwas R Dhoot Chairman of the Company for a further period of 3 years w.e.f 1st April, 2014 and Shri Ajay R Dhoot, designated as Vice-Chairman and Shri Aaditya R Dhoot, designated as Managing Director of the Company for a further period of 5 years w.e.f 1st April, 2014 to the Members of the Company.

Pursuant to the provisions of Section 161(1) of the Companies Act, 2013 and the Articles of Association of the Company, Mrs. Rajkamal Sukhani was appointed as an Additional Director w.e.f. 13th August, 2014, she holds office up to the date of the ensuing Annual General Meeting. The Company has also received requisite notice in writing from a member proposing her candidature for the office of an Independent Director of the Company, to hold office for a period of 5 (five) consecutive years commencing from 30th September, 2014.

Pursuant to the provisions of the Companies Act, 2013, Shri Rajendra Mimani, Director-Marketing, retires by rotation and being eligible offers himself for re-appointment.

Shri R.T. RajGuroo, Shri Jayant Godbole, Shri Siby Antony and Shri Prashant Pandit, Independent Directors of the Company whose period of Office was liable to determination by retirement of Directors by rotation under the erstwhile applicable provisions of the Companies Act, 1956 are being appointed as Independent Directors for a term of five consecutive years.

In the opinion of the Board, they fulfill the conditions specified in the Act and the Rules made thereunder for appointment as Independent Directors and are independent of the management.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchanges. Members are requested to refer to the Notice and Explanatory Statement for the experience, qualification and tenure of the Independent Directors.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, your Directors confirm that:

* That in the preparation of the Accounts for the Financial Year ended 31st March, 2014 the applicable accounting standards had been followed along with proper explanation relating to material departures;

* They have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 31st March 2014 and of the profit of the company for that period;

* They have taken proper and sufficient care to maintain adequate accounting records in accordance with the provisions of the Companies Act,1956 to safeguard the assets of the Company and to prevent and detect fraud and other irregularities; and

* The Accounts have been prepared on a going concern basis.

AUDITORS:

M/s. Batliboi & Purohit, Chartered Accountants, (bearing ICAI Registration No. 101048W), the Statutory Auditor of the Company, hold office till the conclusion of the ensuing Annual General Meeting of the Company and are eligible for re-appointment.

The Company has received a written consent from M/s. Batliboi & Purohit, Chartered Accountants, to such appointment and also a certificate to the effect that their appointment, if made, would be in accordance with Section 139(1) & Section 141(3)(g) of the Companies Act, 2013 and the rules made there under, as may be applicable.

AUDITORS'' REPORT:

The Auditors'' Report to the members on the Accounts of the Company for the financial year ended 31st March, 2014, does not contain any qualification.

COST AUDITORS:

The Company has appointed M/s. V.J. Talati & Co., as the Cost Auditors to conduct the audit of cost accounting records maintained by the Company for the Financial Year 2014-2015, subject to the approval of the Central Government. The Cost Audit Report for the Year ended 31st March, 2014 will be filed on or before the duedate.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Pursuant to Clause 49 of the Listing Agreement entered into with the Stock Exchanges, a detailed review by the Management on operation, performance and future outlook of the company and its business, is presented in a separate section viz: Management Discussion and Analysis forming part of this Annual Report.

CORPORATE GOVERNANCE:

Your Company reaffirms its commitment to the Corporate Governance and is fully compliant with the conditions stipulated in Clause 49 of the Listing Agreement with the Stock Exchanges.

As per Clause 49 of the Listing Agreement with the Stock Exchanges, a separate Chapter on the compliance with the conditions of Corporate Governance together with a certificate from Statutory Auditors of the Company in this regards is annexed hereto and forms part of the Corporate Governance Report.

A Code of Conduct for Directors and Senior Management Personnels, Code of Conduct for Prevention of Insider Trading, Whistle Blower Policy and the Ethical Code of Conduct for for Directors and Senior Management Personnels and Employees of the Company etc., effectively support the Corporate Governance processes.

CODE OF CONDUCT COMPLIANCE:

As per Clause 49 of the Listing Agreement with the Stock Exchanges, the declaration signed by the Managing Director regarding Code of Conduct Compliance for the financial year ended 31st March, 2014 is annexed and forms part of the Corporate Governance Report.

PUBLIC DEPOSITS/ LOANS & ADVANCES:

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

CONSOLIDATED FINANCIAL STATEMENTS:

The Consolidated Financial Statements of the Company prepared in accordance with applicable Accounting Standards forms a part of this Annual Report.

CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE:

Your Directors at their Meeting held on 29th May, 2014, have constituted the Corporate Social Responsibility (CSR) Committee of the Board comprising of Shri Ajay R Dhoot as the Chairman and Shri Aaditya R Dhoot and Shri Siby Antony as the 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 of the CSR Policy and recommending the amount to be spent on CSR activities.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY:

Your Company has adequate internal control procedures commensurate with its size and nature of business, in order to ensure that all the transactions are duly authorised, recorded and reported correctly.

Internal audit is looked after by independent firm of Chartered Accountants, M/s Sharp & Tannan Associates who audit the adequacy and effectiveness of internal controls laid down by the management and suggest improvements. Summarized Internal Audit observation/reports are reviewed by the Audit Committee on a regular basis. The Audit Committee of the Board of Directors periodically reviews the audit plans, internal audit reports and adequacy of internal controls and risks management.

INSURANCE:

The properties, and all insurable assets of your Company are adequately insured.

HUMAN RESOURCES:

Your Company continues to place significant importance on its Human Resources, enjoys cordial relations at all levels and recognizes that personnel are its principal assets. The Company also believes that its growth is always dependent upon its ability to attract and retain good quality personnel. A full-fledged Human Resources Department has been set up which is entrusted with the responsibility of recruiting new talent from the market, retaining and developing skills of the employees of the Company by conducting various trainings in its in-house training centre at the Silvassa Factory.

Your Company''s Industrial relations at all divisions continued to be harmonious during the year.

INDUSTRIAL RELATIONS:

The industrial relations continued to be generally peaceful and cordial.

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

The information relating to the conservation of energy, technology absorption and foreign exchange earnings and outgo as required to be disclosed under the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules 1988, is given in Annexure I forming part of this Report.

PARTICULARS OF EMPLOYEES:

The Company has not employed any employee drawing remuneration in excess of the limits prescribed, under Section 217 (2A) of the Companies Act,1956 read with Companies (Particular of Employees) Rules, 1975 as amended vide Companies (Particular of Employees) Amendment Rules, 2011 during the year under review.

ACKNOWLEDGEMENT:

The Board of Directors takes this opportunity to thank all, investors/ shareholders, consumers, dealers, distributors, clients, vendors for their continued support. The Board is also thankful to the bankers for extending timely assistance in meeting the financial requirement of the Company. It would further like to place on record the co-operation and assistance provided by Government Departments, Stock Exchanges and other regulatory authorities. Your Directors wish to place on record their appreciation for the contribution made by employees at all levels to the continued growth and prosperity of your Company.

For and on Behalf of Board of Directors

Sd/- Ramniwas R Dhoot Chairman

Place: Mumbai Date: 13th August, 2014


Mar 31, 2013

To , The Members Of IMP POWERS LIMITED

The Directors are pleased to present their 51st Annual Report on the business and operations of your Company together with the Audited Accounts for the Financial Year ended 31st March, 2013 (Nine Months).

FINANCIAL RESULTS:

The financial and operating highlights for the year under review, of the Company and that of the previous financial year, are given below:

(in lakhs) PARTICULAR *MARCH 31, 2013 (9 Months) JUNE 30,2012 (12 Months)

Gross Turnover 22690.05 30717.84

Turnover Net of Excise Duty 20509.99 28224.27

Other Income 27.79 9.01

Total Revenue from Operations 20537.78 28233.28

Profit before finance cost, depreciation and taxes 2004.05 3367.32

Less : Depreciation 332.70 426.44

Less: Finance Costs 1330.47 1922.30

Profit before tax 340.88 1018.58

Less : current tax 139.33 205.78

Less : deferred tax (26.61) 92.83

Profit after tax 228.16 719.97

Add: Profit brought forward from Previous Year 2024.97 1647.68

Profit Available for Appropriation 2253.13 2367.65

Appropriation

Proposed Dividend (Equity) 40.68 122.05

Proposed Dividend (Preference) 7.36 9.80

Tax on Dividend 6.60 19.80

Transfer to 4% Preference Share Capital Redemption Reserve 18.38 24.50

Transfer to 1% Preference Share Capital Redemption Reserve 110.87 110.87

Transfer to Bond Redemption Reserve 41.74 55.66

Surplus Carried to Balance Sheet 2027.50 2024.97

Earning Per Share Basic 2.71 8.73

Diluted 2.71 8.73

*Note: Your Company has changed its Financial Year, to April to March from July to June vide its Board Resolution No. 5(c) dated 14th May, 2012, accordingly the current Financial Year 2012-13 was for Nine Months i.e. from 1st July, 2012 to 31st

March, 2013. Hence, the data as mentioned above for the Financial Year ended 31st March, 2013 (Nine Months) are not comparable with the previous year''s figures.

DIVIDEND:

Your Directors'' recommended a Dividend of Re.0.5/- (i.e. @5%) per Equity Share on 8136563 Equity Shares of Rs.10/- each for the Financial Year ended 31st March, 2013 (Nine Months) from the current Year''s Profit.

YEAR IN RETROSPECT:

Your Company has sustained its growth level and its performance was encouraging when viewed against the backdrop of the extremely challenging business context in which it was achieved, namely, the continued economic slowdown, weakening of rupee against the dollar leading to costlier imports, intense competition in the domestic segment, delay in getting clearance and completion of projects, government''s inability to meet the targeted power generation plans.

Your Company manufactured 5759 MVA in nine months period of the year under review and achieved a total income of Rs 205.38 crores. Despite the higher production compared to last year, the revenue was not in line with increase in production due to low realization per MVA. Profit after Tax (PAT) stood at Rs. 2.28 crores, due to stiff competition on account of over capacity in transformer industry in Indian Market.

The consolidated sales of the year under review was Rs. 207.49 crores and PAT was Rs. 2.52 crores.

As on 31st May 2013, your Company had an order book position of Rs 300 crores. The table below indicates the division of orders amongst different class of transformers:

Transformer Class Order Book (INR crores) %

Upto 33 KV 0.85 0.34

>33 KV & <72 KV 6.31 2.50

>66 KV & <132 KV 8.62 3.41

>132 KV & <220 KV 236.78 93.75

Total Transformer orders 252.56

Hydro projects 47.00

Total Order Book 299.56

Your Company has maintained its Leadership position in the 132 & 220 KW segment and it is amongst the top 7 manufacturers in two segments.

Your Company has set up state-of-the-art manufacturing facility to manufacture transformers upto 400 KV class and has entered into the elite league of manufacturers of 400 KV transformers in the country.

Your Company has started a separate repair division segment during the year, whereby it renders repairing facilities for high class of transformers. Considering the wide segment of customer base, repair division has huge potential as it successfully executed orders from Haryana and Punjab electricity utilities.

Finance and Rating:

Credit rating agency, CARE, in their recent evaluation, has reaffirmed their rating of CARE ''BBB '' for long term credit rating and CARE ''A2'' for short term credit rating. Reaffirmation of rating from CARE is an acknowledgement towards the consistent performance of your Company, in spite of the prevailing difficult market conditions.

Achievements:

During the Year under review, IMP has successfully manufactured and dispatched 315 MVA, 400/220 KV Class Transformer to MSETCL from its state-of-the-art manufacturing plant at Silvassa.

IMP''s in-house testing facility is accredited by NABL i.e. National Accredited Board for Testing and Calibration Laboratories which is an autonomous body under the aegis of Department of Science & Technology, Government of India. This is the highest accreditation for testing in the country.''

Your Company has secured single largest prestigious order worth Rs. 101 Crores from RRVPNL.

Your Company was the first transformer manufacturing Company in India to obtain ISO 9001:2008 certification and is also ISO 14001:2004 certified.

Future Growth Prospects:

As per the XII five year plans, 85,000 MW capacity addition in power generation is planned by the end of the year 2017. Consequently huge requirement in the power transformation capacity would be required coupled with significant replacement demand of existing transformers as good population of the existing transformers has completed 20-25 years in field. Your

Company is well poised to clinch the opportunity with high production capacity and state-of-the-art manufacturing plant to produce upto 400 kV class transformers. The Company has made a paradigm shift of focus to SEB''s, from EPC and is now an approved vendor with all SEBs, thereby actively bidding for major tenders and relying on its established credentials to win tenders.

In a bid to meet the high export demand, wherein the exports for Electrical Equipments are less than 1% of the global trade for Electrical Equipment, your Company''s major thrust is on exports by increasing its market presence across in countries like Africa and the Middle East, tying up with several International EPC players by designing and manufacturing quality products, improving productivity, maintaining costs and meeting global standards through efficient performance.

Your Company''s relentless focus on quality, innovation and differentiation backed by deep consumer insights, world-class R&D and an efficient and responsive marketing chain will further strengthen its leadership position in the Indian and International transformer industry.

Subsidiary Company:

IMP Energy Ltd (IEL), a Subsidiary Company of IMP Powers Limited, incorporated on 3rd February 2012, is acting as a Project Management Consultancy (P.M.C.) with a clear vision of providing excellence and perfection to explore emerging opportunities in mini and small Hydro Power Projects up to 25 MW.

Primary focus of IEL has been Kargil, Leh Ladak in the region of J & K which after extensive research shows a completely untapped potential. It also operates in the niche area of renewable energy sector and has a great future ahead as India moves on from the traditional power sources available.

Your Directors have pleasure to announce that, in a year IEL has an existing unexecuted order book of Rs. 71 Crores as on date from Ladakh Renewable Energy Development Agency (LREDA) and Kargil Renewable Energy Development Agency (KREDA)

Investment in IMP Energy Limited, (IEL) a subsidiary of the Company:

Your Company further invested in IEL, the Subsidiary of the Company by way of subscribing to 6,09,235 Equity Shares of Rs. 10 each, aggregating 60.92% in the Equity Share Capital of the IEL. Now, currently your Company holds 6,41,300 Equity Shares of Rs. 10 each, aggregating to 64.13% in the Share Capital of the IEL.

Exemption under Section 212(8) of the Companies Act, 1956:

As per the general exemption granted under Section 212(8) of the Companies Act, 1956 by the Government of India, Ministry of Corporate Affairs, New Delhi vide its General Circular No.2/2011, dated 8th February, 2011, the audited annual accounts and other documents of the Subsidiary as specified under Section 212 of the Act are not attached to the Annual report of your Company. Members desiring to have a copy of audited Annual Accounts and the related detailed information of IEL, subsidiary of the Company, may write to the Company Secretary at the Corporate Office of the Company and they will be provided with the same upon such a request. Annual Accounts of the subsidiary company will also be kept for inspection of the Members at the Corporate Office of Your Company in the working days of the Company between 2.00 p.m. to 4.00 pm.

A statement pursuant to Section 212 of the Companies Act, 1956, in respect of the Subsidiary Company is annexed herewith and forms part of this Annual Report.

As required under the Listing Agreement with the Bombay Stock Exchange Limited, (BSE) and National Stock Exchange of India Limited (NSE) and in accordance with the requirements of Accounting Standards AS-21, issued by the Institute of Chartered Accountants of India, the Consolidated Accounts of the Company and its subsidiary are annexed to this Annual Report.

CHANGE IN FINANCIAL YEAR OF YOUR COMPANY:

Your Company has changed its Financial Year, to April to March from July to June vide its Board Resolution No. 5(c) dated 14th May, 2012, and hence the current Financial Year 2012-2013 was for Nine Months i.e. from 1st July 2012 to 31st March 2013. The data mentioned in this Report is for the said period of Nine Months.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Pursuant to Clause 49 of the Listing Agreement entered into with the Stock Exchanges, a detailed review by the Management on operation, performance and future outlook of the company and its business, is presented in a separate section viz: Management Discussion and Analysis forming part of this Annual Report.

DIRECTORS:

In accordance with the provisions of the Companies Act, 1956 and the Articles of Associations of the Company,

Mr. R. T. RajGuroo and Mr. Prashant Pandit, Directors of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible, offers themselves for re-appointment.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, your Directors confirm that:

- That in the preparation of the Accounts for the Financial Year ended 31st March, 2013 (Nine Months) the applicable accounting standards had been followed along with proper explanation relating to material departures;

- They have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 31st March, 2013 (Nine Months) and of the profit of the company for that period;

- They have taken proper and sufficient care to maintain adequate accounting records in accordance with the provisions of the Companies Act,1956 to safeguard the assets of the Company and to prevent and detect fraud and other irregularities; and

- The Accounts have been prepared on a going concern basis.

AUDITORS:

M/s. Batliboi & Purohit, Chartered Accountants, who are the Statutory Auditors of the Company, hold office till the conclusion of ensuing Annual General Meeting and are eligible for re-appointment. The Auditors have, under Section 224 (1B) and Section 226 of the Companies Act, 1956 furnished a certificate of their eligibility for the appointment. The Members are therefore requested to appoint M/s. Batliboi & Purohit, Chartered Accountants, as the Statutory Auditors of the Company for the Financial Year 2013-14 and to fix their remuneration.

AUDITORS'' REPORT:

The observations in the Auditors'' Report read with the Notes to accounts are self-explanatory and do not call for any comments.

COST AUDITORS:

The Company has appointed M/s. V.J. Talati & Co., as the Cost Auditors to conduct the audit of cost accounting records maintained by the Company for the Financial Year 2013-2014, subject to the approval of the Central Government. The Cost Audit Report for the Year ended 31st March, 2013 will be filed on or before the due date.

CORPORATE GOVERNANCE:

Your Company reaffirms its commitment to the Corporate Governance and is fully compliant with the conditions stipulated in Clause 49 of the Listing Agreement with the Stock Exchanges. A separate section on compliance with the conditions of Corporate Governance and a certificate from Statutory Auditors of the Company in this regards is annexed hereto and forms part of the Corporate Governance Report.

CODE OF CONDUCT COMPLIANCE:

As per Clause 49 of the Listing Agreement with the Stock Exchanges, the declaration signed by the Managing Director regarding Code of Conduct Compliance for the financial year ended 31st March, 2013 (Nine Months) is annexed and forms part of the Corporate Governance Report.

FIXED DEPOSIT:

Your Company has not accepted any fixed deposit from the public during the year ended 31st March, 2013 (Nine Months).

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY:

Your Company has adequate internal control procedures commensurate with its size and nature of business, in order to ensure that all the transactions are duly authorised, recorded and reported correctly.

Internal audit is looked after by independent firm of Chartered Accountants, M/s Sharp & Tannan Associates who audit the adequacy and effectiveness of internal controls laid down by the management and suggest improvements. Summarized Internal Audit observation/ reports are reviewed by the Audit Committee on a regular basis. The Audit Committee of the Board of Directors periodically reviews the audit plans, internal audit reports and adequacy of internal controls and risks management.

INSURANCE:

The properties, and all insurable assets of your Company are adequately insured.

HUMAN RESOURCES:

Your Company continues to place significant importance on its Human Resources, enjoys cordial relations at all levels and recognizes that personnel are its principal assets. The Company also believes that its growth is always dependent upon its ability to attract and retain good quality personnel. A full-fledged Human Resources Department has been set up which is entrusted with the responsibility of recruiting new talent from the market, retaining and developing skills of the employees of the Company by conducting various trainings in its in house training centre at the Silvassa Factory.

Your Company''s Industrial relations at all divisions continued to be harmonious during the year.

PARTICULARS OF EMPLOYEES:

The Company has not employed any employee drawing remuneration in excess of the limits prescribed, under Section 217 (2A) of the Companies Act,1956 read with Companies (Particulars of Employees) Rules, 1975 as amended vide Companies (Particulars of Employees) Amendment Rules, 2011 during the year under review.

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

A) Conservation Of Energy:

Steps taken for conservation:

1. A new 200 ton state of art energy efficient overhead crane with squirrel cage motor & AC drive was ordered during the year 2012-13. Power consumption in this crane will be about 50% of conventional crane with slip ring motor without AC drive. The crane is under erection at plant & will become operational in August, 2013.

2. Energy efficient rotary vacuum pumps of Shinko Seiki, Japan & Oerlikon Leybold, Germany (total 2 nos) were installed during the year as a replacement to old pumps in our process plants, thereby reducing power consumption.

4. Cooling tower of 100 ton capacity was ordered in the year. This will reduce temperature of cooling water to our plant & machinery, thereby reducing power consumption due to increase in efficiency.

5. Reduction in wastage of energy by optimum use of plant & machinery, air conditioners and lighting in workshops/offices.

6. With the help of various measures undertaken by your Company, there is a reduction in consumption of energy per unit of physical production of transformers.

ACKNOWLEDGEMENT:

The Board of Directors takes this opportunity to thank all, investors/ shareholders, consumers, dealers, distributors, clients, vendors for their continued support. The Board is also thankful to the bankers for extending timely assistance in meeting the financial requirement of the Company. It would further like to place on record the co-operation and assistance provided by Government Departments, Stock Exchanges and other regulatory authorities. Your Directors wish to place on record their appreciation for the contribution made by employees at all levels to the continued growth and prosperity of your Company.

For and on Behalf of Board of Directors

Ramniwas R Dhoot Chairman

Place: Mumbai

Date : 12th August, 2013


Jun 30, 2012

To , The Members Of IMP POWERS LTD.

Dear Shareholders,

The Directors have pleasure in presenting you the 50th Annual Report on the business and operations of your Company together with the Audited Statement of Accounts for the financial year ended 30th June 2012.

FINANCIAL RESULTS:

The financial and operating highlights for the year under review, compared with the previous financial year, are given below:

(in lakhs)

PARTICULAR JUNE 30,2012 JUNE 30,2011

Total Sales 28224.27 24914.98

Other Income 9.01 13.91

Total Sales and Other Income 28233.28 24928.89

Profit before Depreciation, Interest and

Finance Charges and tax 3367.32 3057.13

Less : Provision for depreciation 426.44 392.48

Less: finance cost 1922.30 1626.13

Profit before tax 1018.58 1028.52

Less : current tax 205.78 229.09

Less : deferred tax 92.83 77.90

Less : Fringe Benefit Tax 0.00 0.00

Net Profit after tax 719.97 721.53

Extra Ordinary Item 0.00 443.50

Net Profit 719.97 278.03 Earning Per Share before extra ordinary Items

Basic 8.73 8.75

Diluted 8.73 8.75 Earning Per Share after extra ordinary Items

Basic 8.73 3.30

Diluted 8.73 3.30

OPERATIONS:

The performance of your Company during the financial year was impressive and maintained the growth trajectory especially in stiffly competitive and tough market. The total income for the year ended 30th June 2012 at Rs.28233 lacs registered an growth of 13 % as against total income of Rs.24940 lacs during the previous year ended on 30th June 2011. Export sales for the year 2011-12 was Rs. 3977 lacs compared to Rs. 925 lacs for the year 2010-11.Net Profit for the year ended 30th June 2012 grew by 159 % to Rs.720 lacs as against Net Profit of Rs.279 lacs (after extra ordinary item) of the previous year. The Consolidated PAT of the Company during the year was Rs.690 lacs.

Your Company has a very healthy unexecuted order book of 6339 MVA of transformers worth Rs.22000 lacs as on 30th June 2012.

FUTURE PROSPECTS

Despite stiff competition due to market conditions, your Company has continued the growth trajectory by achieving 13% higher sales compare to last year. Your Company is confident of continuing the same growth year on year with dedicated and experienced marketing team, penetration to electricity boards in South and East region, relationship with the customers by which getting the repeat orders. The margins are going to be under pressure due to competition, but looking at the reforms undertaken in the power sector, this is bound to ease out shortly.

Your Company is focusing more on SEBs, a shift from EPC , where the of take of materials is faster. Your Company apart from continued focus on the existing markets in North and West, intends to strengthen its position in East and South markets. Your Company has started participating in tenders of electricity boards of Tamilnadu, Karnataka, Orissa, West Bengal and the results are quite encouraging.

During the year, your Company has executed the export order of $6 million received from Africa. Looking to the huge export potential in Africa market, your Company is confident of expanding its activity in Africa region and seeking opportunity in other international markets.

During the year, your Company has received first of its kind order of 315MVA/400kv class transformer from MSETCL by which your Company now is in the elite group of transformer manufacturers of 400 KV. Your Company will concentrating on manufacturing EHV transformers where the demand is rising due to the augmentation of 765kV lines.

Your Company has strong R & D division. With a view to save cost and improve the designs, your Company is going to strengthen the division to create more innovative and economical designs for higher range of transformers.

Your Company is concentrating on repair business of transformers having huge potential by taking the advantage of wide customer base. During the year, your Company has received orders from Haryana and Punjab electricity boards. Your Company is now penetrating in to other electricity boards.

IMP Energy Limited

With the thermal power generation segment facing the issue of shortage of coal, other power generation sources like Hydro and renewal energy will get attention in the coming years. During the year, IMP Energy Ltd (IEL) has been incorporated as a subsidiary of your Company for mini and small hydro EPC business of less than 5 MW. IEL has received the order worth Rs.55 cr from LREDA – LEH and KREDA- Kargil in short span of six months. IEL is focusing on these regions and expecting orders totaling Rs.100 cr in the current year.

Key Achievements:

- Your Company is now completely out of CDR by repaying 100 % recompense amount.

- Your Company has received maiden order from MSETCL for supply of EHV Transformers of 315MVA, 400kv Class which puts your Company in the top league of manufacturers in the Country.

- Single largest order from RRVPNL of 2080 MVA of 13 No.s of 160 MVA, 220kv Class.

- Executed single largest export order of $ 6 Million from Africa.

- Formed IMP Energy Ltd, a subsidiary of IMP Powers Ltd. an PMC/EPC Co. for Small/Mini/Hydro Powers. The Company has set up its office in Delhi – Gurgaon.

Subsidiary Company

With the thermal power generation segment facing the issue of shortages of coal (major raw material), other power generation sources like nuclear, hydro and renewable energy sources will get attention in the coming years.

The hydro power segment offers investment opportunities as India is considered to have hydro power generation potential worth 1,50,000 MW; of which only 25% has been harnessed till date.

Keeping in view the huge potential in this sector, IMP Energy Limited (IEL) has been incorporated as a subsidiary of IMP Powers Ltd. (IEL) It was launched for providing EPC for setting up of small and mini Hydro projects. The basic idea of embarking for Small Hydro Projects is to offer complete "End to End solution” by giving all services under one roof. The most critical part for the development of Small Hydro Project is complete coordination among various facets such as Planning, Civil Works, Hydro Mechanical Works and Electro-Mechanical Works. IMP Energy Ltd. has tied up exclusively with turbine manufacturers as this is one of the most critical components in the E & M side.

Your Company is focusing mainly in Jammu & Kashmir, LEH/Ladakh and Kargil where there is an acute shortage of power and in most places will replace DG .These projects are run on the river projects which do not require any environment clearance nor any displacement of people/villages and nor any dams. These are funded and monitored by Government itself through MNRE.

Your Directors have pleasure to announce that in a short span of 6 months, IEL has secured orders of Rs.55 Crores till date. The pipeline of new orders looks very strong and expects to gain meaningfully in the current year.

Exemption under Section 212 (8) of the Companies Act, 1956.

Ministry of Corporate Affairs has vide its General Circular No.2/2011 dated 8th February 2011 has granted general exemption under Section 212 (8) of the Companies Act, 1956. Your Company opted for the said exemption exempting the Company from attaching the audited financial statements of the subsidiary as specified under Section 212(1) of the Act. Annual Accounts of the Subsidiary and related information will be made available to the shareholders of the Company. The said accounts will also be kept open for inspection by any shareholder at the Company's registered office. The summarized financial information of IMP Energy Ltd. is published separately in the Annual Report.

A statement pursuant to Section 212 of the Companies Act, 1956 in respect of Subsidiary Company is annexed herewith and forms part of this Annual Report.

As required under the Listing Agreement with the Bombay Stock Exchange Ltd., (BSE) attached herewith is a Consolidated Financial Statement of your Company and its aforesaid Subsidiary prepared in accordance with Accounting Standard AS-21 issued by the Institute of Chartered Accountants of India.

DIVIDEND

Your Directors' have pleasure to recommend a Dividend of Re.1/- per equity share and a Special Dividend of Re. 0.50/- per Equity Share on 8136563 Equity Shares of Rs.10/- each for the year ended June 30, 2012. This Special Dividend is recommended to commemorate the Golden Jubilee Year of your Company.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Clause 49 of the Listing Agreement entered into with the Stock Exchanges, a detailed review by the Management on operation, performance and future outlook of the Company and its business, is presented in a separate section viz: Management Discussion and Analysis forming part of this Annual Report .

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Articles of Associations of the Company, Mr. Jayant Godbole and Mr. Siby Antony, Directors of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, your Directors confirm that:

- That in the preparation of the annual accounts for the financial year ended 30th June 2012 the applicable accounting standards had been followed along with proper explanation relating to material departures;

- They have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 and loss account of the Company for the year ended on that date;

- They have taken proper and sufficient care to maintain adequate accounting records in accordance with the provisions of the Companies Act,1956 to safeguard the assets of the Company and to prevent and detect fraud and other irregularities;

- The annual accounts have been prepared on a going concern basis.

AUDITORS

M/s. Batliboi & Purohit, Chartered Accountants, Statutory Auditor of the Company, who hold office until the conclusion of ensuing Annual General Meeting will retire at the forthcoming Annual General Meeting. The Company has received a certificate from the Auditors of the Company to the effect that their appointment, if made, would be in accordance with Section 224(1B) of the Companies Act 1956. The Board recommends their appointment.

AUDITORS' REPORT:

The observations in the Auditors' Report read with the Notes to accounts are self-explanatory and do not call for comments.

CORPORATE GOVERNANCE

Your Company has been complying with the conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement. A separate section on Corporate Governance forms part of the Directors' Report and a certificate from Statutory Auditor for compliance forms part of Corporate Governance Report.

CODE OF CONDUCT COMPLIANCE:

As per Clause 49 of the Listing Agreement with the Stock Exchanges, the declaration signed by the Managing Director regarding Code of Conduct Compliance for the financial year ended 30th June 2012 is annexed and forms part of the Directors' Report.

FIXED DEPOSIT

Your Company has not accepted any fixed deposit from the public during the year ended 30th June 2012.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

Your Company has adequate system of internal control in order to ensure that all the transaction are duly authorised, recorded and reported correctly.

Internal audit is looked after by independent firm of Chartered Accountants, M/s Sharp & Tannan Associates who conducts regular audit. Summarized internal audit observation/reports are reviewed by the Audit Committee on a regular basis. Both the Statutory as well as the Internal Auditor of the Company independently evaluate the adequacy of the internal control system. Based on the audit observations and suggestions, remedial measures are being taken by the Management on a regular basis .

INSURANCE

Properties and Assets of Your Company are adequately insured.

HUMAN RESOURCES

Your Company recognizes that people are its principal assets. Company's growth is always dependent upon its ability to attract and retain good quality people. A full-fledged Human Resources Department has been set up which is entrusted with the responsibility of recruiting new talent from the market, retaining and developing skills of the employees of the Company by conducting various trainings in its in house training centre at the Silvassa Factory.

Industrial relations at all divisions of the Company were also very cordial during the year.

PARTICULARS OF EMPLOYEES

The Company has not employed any employee drawing remuneration in excess of the limits prescribed, under Section 217 (2A) of the Companies Act,1956 read with Companies (Particular of Employees ) Rules, 1975 as amended vide Companies (Particular of Employees ) Amendment Rules ,2011 during the year under review .

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

A) Conservation Of Energy

Steps taken for conservations

1. Installation of 144 nos turbo ventilator fans in production shops. These fans run on wind energy requiring no

electrical power .Shop temperature will be lowered by about 5 degree C & hence use of normal fans will be drastically reduced Further, translucent sheet used for each fan will increase sunlight in the shop which will reduce power consumption on lighting.

2. Preventive maintenance of all vacuum pumps done which has increased their efficiency & reduced power consumption.

3. Installed 10kvar capacitor bank in APFC panel to improve power factor.

4. Maintained 4% oxy level in thermo pack diesel.

5. Replacement of mercury lamps with metal halide lamps .

6. Started use of LED lamps.

7. Reduction in wastage of energy by optimum use of plant & machinery, air conditioners and lighting in workshops/ offices. with the help of various measures undertaken by the Company, there is a reduction in consumption of energy. Your Company is making continuous efforts to further reduce energy consumption and consequent cost of production.

B) Details of Foreign Exchange Income and Outgo Are As Below:

(In Lacs) PARTICULAR 2011-2012 2010-2011

Foreign exchange earnings 3977.15 916.90

Foreign exchange expenditure 18.37 10.00

ACKNOWLEDGEMENT

The Board of Directors takes this opportunity to thank all investors, clients, vendors for their continued support. The Board is also thankful to the bankers for extending timely assistance in meeting the financial requirement of the Company. It would further like to place on record the co-operation and assistance provided by Government Departments, Stock Exchanges and other regulatory authorities.

Your Director also wish to place on their record their appreciation for the contribution made by the employees at all level.

Regd.Off. : By Order of the Board

Survey No.263/3/2/2

Umerkoi Road, Village

Sayali Silvassa, 396230 Dadra

& Nagar Haveli (U.T.)

Ramniwas R Dhoot Chairman

Place : Mumbai

Date: 7th November 2012


Jun 30, 2010

The Directors have immense pleasure in presenting the 48th Annual Report on the business and operations of your Company and Audited Accounts for the year ended 30th June 2010. The sunset year was a pack of challenges and obstacles for the business. The same responsibility was effectively shouldered by the management of your company.

FINANCIAL RESULTS AND APPROPRIATIONS:

(Amount in Lacs)

Particulars Year ended June 30, 2010 Year ended June 30, 2009

Sales 19269.53 19065.72

Other Income 21.46 62.63

Total Sales and Other Income 19290.99 19128.35 Profit before Interest and Finance Charges,

Depreciation & Taxation 2190.30 3283.86

Less : Interest and Finance Charge 1157.24 774.37

Less: Depreciation 350.29 256.77

Profit before Taxation 682.77 2252.72

Less: Provision for Taxation

* Current 88.66 609.78

* Deferred 135.21 59.15

* Fringe Benefit Tax -- 11.74

Profit After Tax 458.90 1572.05

Extra ordinary item -- --

Net Profit 458.90 1572.05

Earning per share Before extra ordinary items – Basic 5.52 20.52

Diluted 5.52 20.52

Earning Per Share After extra-ordinary Items Basic 5.52 20.52

Diluted 5.52 20.52

Note: Previous year figures have been regrouped/rearranged wherever necessary.

OPERATIONS

The Directors are pleased to inform you that, your Company has achieved an important milestone by successfully completing 2nd phase of expansion of its Transformers Production Capacity from 7,000 MVA p.a. to 10,000 MVA p.a.. Your Company completed this challenging task of expansion at the same site, without affecting the regular production and that too, within the desired time frame.

Some of the Companys important achievements during the year are :- a) Production capacity expanded to 10,000 MVA p.a.,

b) State of the Art Impulse generator installed in house

c) State of the Art Vapour phase drying oven installed,

Your Companys power and distribution transformers production increased from 3712 MVA in 2008-09 to 4424 MVA i.e. by 19.18%.

Your Company achieved Net Sales of Rs. 192.90 crore as against Rs.191.28 crore in previous year. During the year, the Company also exported transformers worth Rs. 14.33 crores. The Net Profit after Tax (PAT), however has come down at Rs. 4.59 crores as compared to Rs.15.72 crores of the previous financial year. The profitability of the Company was affected due to stiff competition and global meltdown.

FUTURE PROSPECTS

The future of power equipment industry is very bright as the Ministry of Power has set a goal of “Power for all by 2012.” Also the National Electricity Policy envisages demand for power to be fully met by 2015. Further, the Government has decided the continuation of Rajiv Gandhi Vidutikaran Yojana (RGGVY) Scheme. Keeping in view all these initiatives introduced by the Government, there will be the huge growth prospects in the power sector and the demand for transformers will be huge. With an expanded capacity of 10000 MVA p.a. , your Company is ready to tap this business opportunity.

DIVIDEND

With a view to future fund requirements for capital expenditure and further investments to tap the huge growth prospects in Power Sector, Your Directors do not recommend any dividend on Equity Shares for the financial year ended on 30th June 2010.

DIRECTORS

During the year, IBEF & IBEF-I withdrew the nomination of Shri Krishna Kant Rathi and nominated Shri Prakash Bagla as Investor Director on the Board of IMP Powers Limited. The Board of Directors at its meeting held on 29th April 2010, accepted the withdrawal of nomination of Mr. Krishna Kant Rathi as a Nominee Director and approved the appointment of Shri Prakash Bagla as Nominee Director with effect from 29th April 2010.

In accordance with the provisions of the Companies Act, 1956 and the Article of Associations of the Company, Mr. Jayant Godbole and Mr. Siby Antony, Directors of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, your Directors confirm that:

* That in the preparation of the annual accounts for the financial year ended 30th June 2010, the applicable accounting standards had been followed along with proper explanation relating to material departures;

* They have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 and loss account of the company for the year ended on that date;

* They have taken proper and sufficient care to maintain adequate accounting records in accordance with the provisions of the Companies Act,1956 to safeguard the assets of the Company and to prevent and detect fraud and other irregularities;

* The annual accounts have been prepared on a going concern basis.

AUDITORS

M/s. Batliboi & Purohit, Chartered Accountants, Statutory Auditors of the Company, who hold office until the conclusion of the ensuing Annual General Meeting, will retire at the forthcoming Annual General Meeting. The Company has received certificate from the auditors of the Company to the effect that their appointment, if made, would be in accordance with Section 224 (1B) of the Companies Act, 1956. The Board recommends their appointment.

AUDITORS REPORT

The observations in the Auditors Report read with the Notes to accounts are self-explanatory and do not call for comments.

CORPORATE GOVERNANCE

As required by the Clause 49 of the Listing Agreements entered with The Bombay Stock Exchange and National Stock Exchange, Management Discussion and Analysis Report, Corporate Governance Report, Auditors Certificate on compliance of the conditions of Corporate Governance are attached to this Annual Report and forms integral part of the Directors Report.

CODE OF CONDUCT COMPLIANCE

As per Clause 49 of the Listing Agreement with the Stock Exchanges, the declaration signed by the Jt. Managing Director regarding Code of Conduct Compliance for the financial year ended 30th June 2010 is annexed and forms part of the Directors Report.

FIXED DEPOSITS

Your Company has not accepted any Fixed Deposits from the public during the period under review.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

Your Company has in place adequate internal control systems commensurate with the nature of its business and the size of its operations. Appointment of M/s Sharp and Tannan Associates as Internal Auditors, strengthened the Internal Control System of your Company substantially.

INSURANCE:

Properties and Assets of the Company are adequately insured.

HUMAN RESOURCES:

Your Company recognizes that people are its principal assets and that its continued growth is dependent upon the Companys ability to attract and retain quality people. Your Company has established full-fledged Human Resources Department which is entrusted with the responsibility of retaining and developing skills of the employees of the Company. Industrial relations at all divisions of the Company remained cordial during the year.

INFORMATION PURSUANT TO SECTION 217(1) (e) OF THE COMPANIES ACT, 1956

a) CONSERVATION OF ENERGY

Steps taken for conservation

1) A.C Drives for Hoist Motors installed.

2) Installation of Translucent Roofs.

3) Installation of APFC to improve power factor.

4) Maintaining 4% Oxy level in Thermo pack 2.5 Ltr / Hr LDO saving &

5) Start replacing Metal Halide Lamps & additional igniter.

b) Replaced Oil Heaters (Oil Filtration) with Solar Heaters.

c) Existing Welding Transformers with modern thyristorized welding rectifier will lead to save energy & improve Quality welding.

With the help of various measures undertaken by the Company, there is a reduction in consumption of energy. Your Company is making continuous efforts to further reduce energy consumption and consequent cost of production.

The details of foreign exchange income and outgo are as below: -

(Rs in Lacs.)

2009-10 2008- 09

Foreign Exchange Earning 1433.54 666.50

Foreign Exchange Expenditure 19.28 11.30

ACKNOWLEDGEMENTS:

Your Directors take this opportunity to express their grateful appreciation for the excellent assistance and co-operation received from the Shareholders, Financial Institutions, Banks, and Employees, Distributors, Suppliers and other business associates.

For and on behalf of Board

Place:Mumbai Ramniwas R Dhoot

Date: 10th November, 2010 Chairman