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Directors Report of Incap Ltd.

Mar 31, 2015

The Directors have pleasure in presenting the Twenty Fifth Annual Report on the business and opera- tions of the Company and the Audited Accounts for the year ended 31st March, 2015 together with Auditors' Report thereon.

1. FINANCIAL RESULTS:

The Financial Results for the year ended 31 st March, 2015 are summarized below:

(Rs. In Lakhs)

PARTICULARS 2014-2015 2013-2014

Revenue from Operations 4599.58 4015.32

Other Income 119.39 44.12

Total Income 4718.97 4059.44

Total Expenditure 4301.68 3687.38

Profit before Interest, Depn. & Tax 417.29 372.06

Interest 43.94 51.45

Profit before Depn. & Tax 373.35 320.61

Depreciation 56.23 71.35

Goodwill written off 19.99 19.99

Profit before Tax 297.13 229.27

Add : Deferred Tax Liability (Net) -4.86 12.43

Provision for Tax 104.43 88.52

Profit after Tax 197.56 153.18

Add : Brought forward from previous year 129.68 36.16

327.24 189.34

Appropriations

Provision for Dividend 51.33 51.33

Tax on Dividend 10.45 8.33

Surplus carried to Balance Sheet 265.46 129.68

2. STATE OF COMPANY AFFAIRS:

During the year 2014-2015 you company achieved a turnover or Rs.4599.98 Lakhs against Rs.4015.32 Lakhs for the year 2013-2014 your company made a net profit of Rs. 197.56 Lakhs during the year.

3. EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS:

There are no material changes and commitments affecting financial position of the company between 31st March, 2015 and the date of Board's Report.

4. EXTRACT OF ANNUAL RETURN:

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in MGT 9 is enclosed as Annexure "A" to this report.

5. INFORMATION ABOUT THE FINANCIAL PERFORMANCE / FINANCIAL POSITION OF THE SUBSIDIARIES / ASSOCIATES/JV:

The Company does not have any subsidiary joint venture or associate company.

6. DIVIDEND:

The Board of Directors recommended for your consideration a dividend on equity share at 10% (Re. 1.00 per equity share) for the year ended 31st March, 2015. The total amounts of outgo on account of these will Rs.51.33 Lakhs towards dividend and Rs. 10.45 Lakhs towards tax on dividend.

7. DIRECTORS

Smt. P.Himabindu having DIN: 06605646, retires by rotation at the ensuing Annual General Meeting, and being eligible offers herself for re-appointment.

Attention of the members is invited to the relevant items in the Notice of the Annual General Meeting and the Explanatory statement thereto.

8. DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS

The Company has not appointed Independent Directors and receiving declaration from Independent Directors won't arise. The Company is taking necessary step to appoint Independent Directors before the closure of the current financial year.

9. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

For the purpose of selection of any Director, the Nomination & Remuneration Committee identifies persons of integrity who possess relevant expertise, experience and leadership qualities required for the position and also takes into consideration recommendation, if any, received from any member of the Board. The Committee also ensures that the incumbent fulfills such other criteria with regard to age and other qualifications as laid down under the Companies Act, 2013 or other applicable laws. The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection, appointment and remuneration of Directors & Senior Management.

10. EVALUATION OF PERFORMANCE OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS:

The Board of Directors have carried out an annual evaluation of its own performance, its various committees and individual directors pursuant to the provisions of the Act and the Corporate Governance requirements as prescribed under clause 49 of the Listing Agreement.

The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of various criteria such as Board Composition, process, dynamics, quality of deliberations, strategic discussions, effective reviews, committee participation, governance reviews etc.

The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of criteria such as Committee composition, process, dynamics, deliberation, strategic discussions, effective reviews etc.

The Board and the Nomination and Remuneration Committee reviewed the performance of the individual directors on the basis of the criteria such as Transparency, Analytical Capabilities, Performance, Leadership, Ethics and ability to take balanced decisions regarding stakeholders.

11. TRANSFER TO RESERVES

No amount was transferred to the reserves during the financial year ended 31 st March, 2015.

12. NUMBER OF MEETINGS OF THE BOARD:

The Board of Directors met 4 (Four) times on 26th May, 2014, 31 st July 2014, 31 st October, 2014 and 31st January, 2015 dates during this financial year.

Name of the Director Number of meetings attended / total meeting held during the Financial Year 2014-2015

Sri C.Bhagavantha Rao 4 / 4

Sri P. Ram Rao 1 / 4

Smt. C.Neelima 4 / 4

Smt. PHimabindu 3 / 4

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

Your Company strongly believes in providing a safe and harassment free workplace for each and every individual working for the Company through various interventions and practices. It is the continuous endeavor of the Management of the Company to create and provide an environment to all its employees that is free from discrimination and harassment including sexual harassment. During the year ended 31 March 2015, no complaints pertaining to sexual harassment was received by the Company.

14. STATUTORY AUDITORS:

The Company's Auditors, M/s. Purnachandra Rao & Co. was appointed as Statutory Auditors of your Company at the last Annual General Meeting held on 27th September, 2014 for a term of three consecutive years. As per the provisions of Section 139 of the Companies Act, 2013, the appointment of Auditors is required to be ratified by Members at every Annual General Meeting. They have confirmed their eligibility under Section 141 of the Companies Act, 2013 and the Rules framed thereunder for reappointment as Auditors of the Company.

The Report given by the Auditors on the financial statements of the Company is enclosed as Annexure "B" to this Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.

15. SECRETARIAL AUDITORS:

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors has appointed M/s.A.N.Sarma & Co., Company Secretaries for conducting secretarial audit of the Company for the financial year 2014 2015. The Secretarial Audit Report (Form MR-3) is enclosed as Annexure "C" to this Report. The Remarks, Qualification and Reservation of Secretarial Auditor have been mentioned in the Report and the reasons for not appointing Independent Directors and Company Secretary of the Company is explained as follows.

a. Company is engaged in a business where it finds difficult to find Independent Directors who can understand and provide value addition to the Company. And also, the company's registered office and factory is located in a rural area to a building new capital of Andhra Pradesh and it is finding difficult not only to appoint independent directors and Company Secretary but also other resources.

b. Company undertakes to appoint Independent Directors and Company Secretary of the Company in the current financial year and to comply with all provisions of the Companies Act, 2013 and Listing Agreement.

16. LOANS, GUARANTEES & INVESTMENTS

The Company has not given loans, guarantees, securities and made investments during the year under review, under the provisions of the Companies Act, 2013 and the rules framed thereunder.

17. RELATED PARTY TRANSACTIONS:

There are no related party transactions made by the company with its promoters, directors or the management, their relative conflicting with company's interest during the year under review, under the provisions of the Companies Act, 2013 and the rules framed thereunder.

18. COMPOSITION OF AUDIT COMMITTEE

The details pertaining to composition of Audit Committee are included in the Corporate Governance Report which forms a part of this Report.

19. RISK MANAGEMENT POLICY:

The Company has developed and implemented a risk management policy which identifies major risks which may threaten the existence of the Company. The same has also been adopted by your Board and is also subject to its review from time to time.

20. INTERNAL FINANCIAL CONTROLS :

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit function is defined in the Internal Audit Manual. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board & to the Managing Director.

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

Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and recommendations along with corrective actions thereon are presented to the Audit Committee of the Board.

21. CORPORATE SOCIAL RESPONSIBILTY:

The Provisions of Corporate Social Responsibility are not applicable to the Company under the provisions of the Companies Act, 2013.

22. PUBLIC DEPOSITS

The Company has not accepted any deposit from the Public during the year under review, under the provisions of the Companies Act, 2013 and the rules framed thereunder.

23. VIGIL MECHANISM:

Pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013 and as per Clause 49 of the Listing Agreement, the Company has Vigilance Mechanism comprising of Executive and Non Executive Promoter Directors.

24. CORPORATE GOVERNANCE REPORT:

Your Company has taken adequate steps to adhere to all the stipulations laid down in Clause 49 of the Listing Agreement. Report on Corporate Governance is enclosed as Annexure "D" to this Report. Certificate from the Statutory Auditors of the company confirming the compliance with the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is enclosed as Annexure "E" to this Report.

25. MANAGEMENT DISCUSSION ANALYSIS

The management discussion and analysis on the operations of the Company as prescribed under clause 49 of the listing agreement is enclosed as Annexure "F" to this Report.

26. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

Your Company strongly believes in providing a safe and harassment free workplace for each and every individual working for the Company through various interventions and practices. It is the continuous endeavor of the Management of the Company to create and provide an environment to all its employees that is free from discrimination and harassment including sexual harassment.

During the year ended 31 March 2015, no complaints pertaining to sexual harassment was received by the Company.

27. DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to section 134 of the Act, the Directors, based on the representation received from the Directory hereby confirm that:-

a) In the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;

b) They have, in the selection of the accounting policies, consulted the statutory auditors and have applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the company for that period;

c) They have taken proper and sufficient care, to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the company and for preventing and detecting fraud and other regulations

d) They have prepared the annual accounts on a going concern basis.

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

f) 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.

28. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

OUTGO:

a. Conservation of Energy:

( i ) the steps taken or impact on conservation of energy

The company does not belong to the category of power intensive industries and hence consumption of power is not significant. However the management is aware of importance of conservation of energy and also reviews from time to time the measures taken/ to be taken for reduction of consumption of energy. Your company continues its efforts to conserve energy wherever practicable by econom izing on the use of power through better utilization of equipment and proper production planning.

( ii ) the steps taken by the company for utilizing alternate sources of energy NIL the capital investment on energy

( iii ) conservation equipment's NIL

b. Technology Absorption :

(i) the effrorts towards technology absorption

Company is not based on any technology hence technological absorption don't arise.

( ii ) the benefits derived like product improvement, cost reduction, product development or import substitution NIL

( iii ) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-

Company has not imported Foreign Technology

(a) the details of technology imported NIL

(b) the year of import; NIL

(c) whether the technology been fully absorbed NIL

(d) if not fully absorbed, areas where absorption h as not taken place, and the reasons thereof NIL

( iv ) the expenditure incurred on Research and Development NIL

29. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS:

No significant and material orders passed by the regulators or Courts or Tribunals impacting the going concern status and the company's operations in future.

30. RATIO OF REMUNERATION TO EACH DIRECTOR:

Details / Disclosures of Ratio of Remuneration to each Director to the median employee's remuneration to this Annual Report -

( Rs. in Lakhs )

Remuneration Paid Name Designation 2014-15 2013-14

Sri C.Bhagavantha Rao Managing 12.00 8.43 Director

Smt C.Neelima Whole time 9.60 6.00 Director

Name Increase in Ratio/Times per Remuneration from Median of Emp. previous year Remuneration

3.58 15 times

3.60 11 times

31. QUALITY SYSTEM:

Your Company's certificate for quality systems under ISO 9001:2008 from ODC Standards Certification (India) Pvt. Ltd., Hyderabad continues to be valid.

32. DISCLOSURE AS PER LISTING AGREEMENT: Clause 32:

The Cash flow statement in accordance with Accounting Standard and Cash Flow Statement (AS3) issued by ICAI is appended to this Annual Report.

Clause 43A:

The Company's shares are listed on Bombay Stock Exchange Limited, Floor 25, P.J.Towers, Dalal Street, Mumbai - 400001. The annual listing fee to BSE Limited for the year 2014-2015 has been paid.

33. PARTICULARS OF EMPLOYEES:

Information as per Section 197 (12) of the Companies Act, 2013, read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is provided in a separate annexure forming part of this report. Further, pursuant to the proviso to section 136 (1) of the Companies Act, 2013, the report and the accounts are being sent to the members excluding the aforesaid annexure. In terms of section 136 of the Act, the said annexure is open for inspection at the Registered Office of the Company. Any shareholder interested in obtaining a copy of the same may write to the registered office address of the Company.

There are no employees drawing remuneration as prescribed in Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014,

34. ACKNOWLEDGEMENTS:

Your Directors wish to express their grateful appreciation for the assistance and cooperation received from State Bank of India, State Bank of Hyderabad, Customers and Suppliers. Cordial relations prevailed during the year with all the employees. Your Directors wish to place on record their deep sense of appreciation of the valuable work done and co-operation extended by them at all levels.

Your Directors also wish to express their gratitude to investors for the continued faith reposed by them in the Company.

By Order of the Board

For INCAP LIMITED

C.BHAGAVANTHA RAO

MANAGING DIRECTOR

DIN : 00218713

VIJAYAWADA

25th July, 2015


Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the Twenty Fourth Annual Report on the business and operations of the Company and the Audited Accounts for the year ended 31st March, 2014 together with Auditors'' Report thereon.

FINANCIAL RESULTS:

The Financial Results for the year ended 31st March, 2014 are summarized below:

(Rs. In Lakhs)

PARTICULARS 2013-2014 2012-2013

Revenue from Operations 4015.32 3518.41

Other Income 44.12 15.18

Total Income 4059.44 3533.59

Total Expenditure 3687.38 3224.43

Profit before Interest, Depn. & Tax 372.06 309.16

Interest 51.45 116.34

Profit before Depn. & Tax 320.61 192.82

Depreciation 71.35 70.83

Goodwill written off 19.99 19.99

Profit before Tax 229.27 102.00

Add : Deferred Tax Liability (Net) 12.43 12.20

Provision for Tax 88.52 50.01

Profit after Tax 153.18 64.19

Add : Brought forward from previous year 36.16 (28.03)

189.34 36.16

Appropriations

Provision for Dividend 51.33 -

Tax on Dividend 8.33 -

Surplus carried to Balance Sheet 129.68 36.16

COMPANY''S OPERATIONS :

During the year 2013-2014 your Company achieved a turnover of Rs. 4015.32 Lakhs against Rs.3518.41 Lakhs for the year 2012-2013 your company made a net profit of Rs.153.18 Lakhs during the year.

DIVIDEND :

The Board of Directors recommended for your consideration a dividend on equity share at 10% (Re.1.00 per equity share) for the year ended 31st March, 2014. The Total amount of outgo on account of these will be Rs.51.33 lakhs towards dividend and Rs.8.33 lakhs towards tax on dividend.

DEPOSITS :

During the period under review, your company has not accepted/renewed any deposits within the meaning of section 58A of the Companies Act, 1956 and the rules made there under.

INSURANCE :

All the properties of your company including its Building, Plant & Machinery and Stocks have been adequately insured.

QUALITY SYSTEM :

Your Company''s Certificate for quality systems under ISO 9001:2008 from ODC Standards Certification (India) Pvt. Ltd., Hyderabad continues to be valid.

CORPORATE GOVERNANCE REPORT:

Corporate Governance Report, along with the Auditors Compliance Certificate is attached to this report.

DISCLOSURE AS PER LISTING AGREEMENT :

Clause 32:

The Cash Flow Statement in accordance with Accounting Standard and Cash Flow Statement (AS3) issued by ICAI is appended to this Annual Report.

Clause 43A :

The Company''s shares are listed on Bombay Stock Exchange Limited, Floor 25, P.J. Tower, Dalal Street, Mumbai - 400001. The annual listing fee to BSE Limited for the year 2013-2014 has been paid.

DIRECTORS'' RESPONSIBILITY STATEMENT :

Pursuant to Section 217 (2AA) of the Act, the Directors, based on the representation received from the Operating Management, confirm that:-

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

(ii) they have, in the selection of the accounting policies, consulted the Statutory Auditors and have applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

(iii) they have taken proper and sufficient care, to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

CONSERVATION OF ENERGY :

The Company does not belong to the category of power intensive industries and hence consumption of power is not significant. However the management is aware of importance of conservation of energy and also reviews from time to time the measures taken/to be taken for reduction of consumption of energy. Your Company continues its efforts to conserve energy wherever practicable by economizing on the use of power through better utilization of equipment and proper production planning.

Form A is not applicable to the Company, as it does not fall under the list of Industries specified in the schedule attached to Rule 2.

TECHNICAL ABSORPTION :

No foreign Technology is imported as such the question of the absorption of the same does not arise.

AUDITORS :

M/s. Purnachandra Rao & Co., Chartered Accountants, retire at the conclusion of the forthcoming Annual General Meeting.

Consequent to the introduction and applicability of the Companies Act, 2013 (''the Act'') w.e.f. 1st April, 2014 the Statutory Auditors are required to be appointed as per new provisions of the said Act.Pursuant to the provisions of section 139 of the Act and rules made thereunder, the Audit firm, if appointed as Auditor in the Annual General Meeting shall be appointed for a consecutive period of 5 year and the tenure of such audit firm shall not be more than two terms of five consecutive years.

It has also been mentioned in the said rules that the period for which the audit form has held office as an auditor prior to the commencement of the Act, shall be taken into account for calculating the period of five consecutive years or ten consecutive years, as the case may be. Additionally, in determining the tenure of the Audit Firm prior to 1st April, 2014, tenure of the other firms operating under the same network of audit forms would also be considered. The rules clarify that the term ''same network'' includes the firms operating or functioning, hitherto or in future under the same brand, trade name or common control.

M/s. Purnachandra Rao & Co., Chartered Accountants have expressed their willingness to act as Auditors of the Company, if appointed, and have provided the requisite documents as required under the Act.

DIRECTORS:

In accordance with the provisions of the Act and the Articles of Association of the Company, Sri. P. Ram Rao is liable to retire by rotation and is eligible for reappointment.

Attention of the Members is invited to the relevant items in the Notice of the Annual General Meeting and the Explanatory Statement thereto.

Smt.G. Anitha Rajendra resigned as a Nominee Director from the Board of Directors of the Company with effect from 26th May, 2014, due to Stake is transferred to Existing Promoters . The Board placed on record its appreciation of the contributions made by Smt.G.Anitha Rajendra during her tenure.

PARTICULARS OF EMPLOYEES:

There are no employees who are in receipt of remuneration in excess of the rates / amounts specified under 217 (2A) of the Companies Act, 1956 read with the (particulars of Employees) Rules, 1975.

INDUSTRIAL RELATIONS:

Your company has had harmonious industrial relations throughout the year under review at all levels of the organization, and would endeavour to maintain this cordial relationship.

ACKNOWLEDGEMENTS:

Your Directors wish to express their grateful appreciation for the assistance and cooperation received from APIDC, State Bank of India, State Bank of Hyderabad, Customers and Suppliers.

Cordial relations prevailed during the year with all the employees. Your Directors wish to place on record their deep sense of appreciation of the valuable work done and co-operation extended by them at all levels.

Your Directors also wish to express their gratitude to investors for the continued faith reposed by them in the Company.

By Order of the Board For INCAP LIMITED

VIJAYAWADA C.BHAGAVANTHA RAO 31th July 2014 MANAGING DIRECTOR DIN : 00218713


Mar 31, 2013

To The Members of Incap Limited

The Directors have pleasure in presenting the Twenty Third Annual Report on the business and opera- tions of the Company and the Audited Accounts for the year ended 31st March, 2013 together with Auditors'' Report thereon.

FINANCIAL RESULTS:

The Financial Results for the year ended 31st March, 2013 are summarized below:

(Rs. In Lakhs) PARTICULARS 2012-2013 2011-2012

Revenue from Operations 3518.41 1760.13

Other Income 15.18 79.68

Total Income 3533.59 1839.81

Total Expenditure 3204.44 1627.99

Profit before Interest, Depn. & Tax 329.15 211.82

Interest 116.34 97.90

Profit before Depn. & Tax 212.81 113.92

Depreciation 90.82 71.91

Goodwill written off 19.99 19.99

Profit before Tax 102.00 22.02

Add : Deferred Tax Liability (Net) 12.20 12.55

Provision for Tax 50.01 19.50

Profit after Tax 64.19 15.07

Add : Brought forward from previous year (28.03) (43.10)

36.16 (28.03) Appropriations

Surplus carried to Balance Sheet 36.16 (28.03)

COMPANY''S OPERATIONS:

During the year 2012 - 2013 your Company achieved a turnover of Rs. 3518.41 Lakhs against Rs.1760.13 Lakhs for the year 2011 - 2012.

DEPOSITS :

During the period under review, your company has not accepted/renewed any deposits within the meaning of section 58A of the Companies Act, 1956 and the rules made there under.

INSURANCE :

All the properties of your company including its Buildings, Plant & Machinery and Stocks have been adequately insured.

QUALITY SYSTEM :

Your Company''s Certificate for quality systems under ISO 9001:2008 from ODC Standards Certifica- tion (India) Pvt. Ltd., Hyderabad continues to be valid.

CORPORATE GOVERNANCE REPORT :

Corporation Governance Report, along with the Auditors Compliance Certificate is attached to this report.

DISCLOSURE AS PER LISTING AGREEMENT :

Clause 32:

The Cash Flow Statement in accordance with Accounting Standard and Cash Flow Statement (AS3) issued by ICAI is appended to this Annual Report.

Clause 43A :

The Company''s shares are listed on Bombay Stock Exchange Limited, Floor 25, P.J. Tower, Dalal Street, Mumbai – 400001. The annual listing fee to BSE Limited for the year 2012-2013 has been paid.

DIRECTORS'' RESPONSIBILITY STATEMENT :

Pursuant to Section 217 (2AA) of the Act, the Directors, based on the representation received from the Operating Management, confirm that:- (i) in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;

(ii) they have, in the selection of the accounting policies, consulted the Statutory Auditors and have applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

(iii) they have taken proper and sufficient care, to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

CONSERVATION OF ENERGY :

The Company does not belong to the category of power intensive industries and hence consumption of power is not significant. However the management is aware of importance of conservation of energy and also reviews from time to time the measures taken/to be taken for reduction of consumption of energy. Your Company continues its efforts to conserve energy wherever practicable by economizing on the use of power through better utilization of equipment and proper production planning.

Form A is not applicable to the Company, as it does not fall under the list of Industries specified in the schedule attached to Rule 2.

TECHNICAL ABSORPTION :

No foreign Technology is imported as such the question of the absorption of the same does not arise.

FOREIGN EXCHANGE EARNINGS AND OUTGO :

(Rs. In Lakhs) Particulars Current Year Previous Year

a) Foreign exchange earnings on Exports NIL NIL

b) Foreign exchange used on account of Value of Imports :

i) Raw materials & Stores 2433.63 1291.16

ii) Capital Goods 0.89 1.00

iii) Foreign Travel 9.09 2.46

AUDITORS :

Your Company''s Auditors M/s. Purnachandra Rao & Co., retire at the conclusion of the forthcoming Annual General Meeting and have signified their willingness at accept re-appointment and confirmed their eligibility under section 224(1-B) of the Companies Act, 1956.

COST AUDITORS:

With reference to the Circular no 52/26/CAB-2010 dated 24th January, 2012 from the Cost Audit Branch, Ministry of Corporate Affairs, Cost Audit is applicable to the Company with effect from the Financial Year 2012-13. M/s K.S.V.SUBBARAO & ACCOCIATES was appointed as to Conduct Cost Audit for the Financial year 2012-13. M/s K.S.V.SUBBARAO & ACCOCIATES has re-appointed as to Conduct Cost Audit for the Financial year 2013-14.

DIRECTORS:

Smt.P.Himabindu was appointed as an Additional Directors w.e.f. 17th June, 2013. In accordance with Section 260 of the Companies Act, 1956 (the Act) and the Company''s Articles of Association, she will cease to hold office at the forthcoming Annual General Meeting and is eligible for appointment. In accordance with the provisions of the Act and the Articles of Association of the Company, Smt.Neelima Challagulla is liable to retire by rotation and is eligible for reappointment.

Attention of the Members is invited to the relevant items in the Notice of the Annual General Meeting and the Explanatory Statement thereto.

Your Board Recommends for approval of appointment of Smt.P.Himabindu as Director of the Company.

Sri.K.Rajendra Prasad resigned as a Nominee Director from the Board of Directors of the Company with effect from 10th May, 2013, due to personal reasons. The Board placed on record its appreciation of the contributions made by Sri.K.Rajendra Prasad during his tenure on the Company''s Board as an independent director of the Company and Smt. Anita Rajendra has been appointed as Nominee Direc- tor with effect from 30th May, 2013 in the place of Sri.K.Rajendra Prasad for the representation of APIDC and Company welcomes to Smt. Anita Rajendra.

PARTICULARS OF EMPLOYEES:

There are no employees who are in receipt of remuneration in excess of the rates / amounts specified under 217 (2A) of the Companies Act, 1956 read with the (particulars of Employees) Rules, 1975.

INDUSTRIAL RELATIONS:

Your company has had harmonious industrial relations throughout the year under review at all levels of the organization, and would endeavour to maintain this cordial relationship.

ACKNOWLEDGEMENTS:

Your Directors wish to express their grateful appreciation for the assistance and cooperation received from APIDC, State Bank of India, State Bank of Hyderabad, Customers and Suppliers.

Cordial relations prevailed during the year with all the employees. Your Directors wish to place on record their deep sense of appreciation of the valuable work done and co-operation extended by them at all levels.

Your Directors also wish to express their gratitude to investors for the continued faith reposed by them in the Company.

By Order of the Board

For INCAP LIMITED

VIJAYAWADA C.BHAGAVANTHA RAO

30th July, 2013 MANAGING DIRECTOR


Mar 31, 2012

To The Members, Incap Limited

The Directors have pleasure in presenting the Twenty Second Annual Report on the business and operations of the Company and the Audited Accounts for the year ended 31st March, 2012 together with Auditors' Report thereon.

FINANCIAL RESULTS:

The Financial Results for the year ended 31st March, 2012 are summarized below:

(Rs. in Lakhs)

PARTICULARS 2011-2012 2010-2011

Sales 1760.13 1553.85

Other Income 79.68 53.22

Total Income 1839.81 1607.07

Total Expenditure 1627.99 1496.33

Profit before Interest, Depn. & Tax 211.82 110.74

Interest 97.90 82.16

Profit before Depn. & Tax 113.92 28.58

Depreciation . 71.91 70.14

Goodwill written off 19.99 19.99

Profit before Tax 22.02 (61.55)

Add: Prior period Item - State subsidy - 12.92

Add : Deferred Tax Liability (Net) 12.55 6.18

Provision for Tax 19.50 1.19

Profit after Tax 15.07 (43.64)

Add: Brought forward from previous year (43.10) 0.54

(28.03) (43.10)

Appropriations:

Surplus Carried to Balance Sheet (28.03) (43.10)



COMPANY'S OPERATIONS:

During the year your Company achieved a turnover of Rs.1760.13 Lakhs during the year 2011 -2012 against Rs.1553.85 Lakhs for the year 2010-2011. Insulators order executed to the extent of Rs.432.57 Lakhs during the year 2011-2012 against Rs.82.80 lakhs for the year 2010-2011. Company ex- ecuted work contracts of M/s. Power Grid Corporation, New Delhi to the tune of Rs.89.65 Lakhs during the financial year under review.

Order Book:

Your company has new order in hand from Power Grid Corporation and expecting more orders from Power Grid and other power companies in the current year.

DIVIDEND:

As your company incurred loss during the financial year 2011 -2012 due to setting of insulator division's loss against company's profits, in this background, your directors does not recommend any dividend for the Financial Year 2011-12.

DEPOSITS:

During the period under review, your company has not accepted/renewed any deposits within the meaning of section 58A of the Companies Act, 1956 and the rules made there under.

INSURANCE:

All the properties of your company including its buildings, Plant & Machinery and stocks have been adequately insured.

QUALITY SYSTEM:

Your Company's Certificate for quality system under ISO 9001:2008 from ODC Standards Certification (India) Pvt. Ltd., Hyderabad continues to be valid.

CORPORATE GOVERNANCE REPORT :

Corporate Governance Report, along with the Auditors Compliance Certificate is attached to this report.

DISCLOSURE AS PER LISTING AGREEMENT :

Clause 32:

The Cash Flow Statement in accordance with Accounting Standard and Cash Flow Statement (AS3) issued by ICAI is appended to this Annual Report.

Clause 43 A:

The Company's shares are listed on Bombay Stock Exchange, Mumbai (BSE), P.J.Towers, Dalai Street, Mumbai. The annual listing fee to BSE for the year 2011-2012 has been paid.

DIRECTORS' RESPONSIBILITY STATEMENT:

Your Directors, to the best of their knowledge and belief, state that the Company maintains proper accounting records which disclose with reasonable accuracy, the financial position of the Company.

Further your Directors state that these accounting records have formed the basis in the preparation of financial statements of the company in compliance with the provisions of the Companies Act, 1956, including any amendments thereto.

Your Directors also confirm compliance that the financial statements of the Company are prepared in such manner to give a true and fair view of the state of affairs of the Company as at the end of 31 March, 2012 and of the profit of the Company for the year to that date.

Your Directors state that in preparing the aforesaid financial statements of the Company, appropriate accounting policies have been consistently applied and supported by reasonable and prudent judgments and estimates, whilst applicable accounting standards have been followed and that these financial statements have been prepared on going-concern basis.

Further, your Directors to the best of their knowledge and belief, state that appropriate internal control systems are in place which are reasonably expected to safeguard the assets of the Company and to prevent and detect fraud and irregularities.

CONSERVATION OF ENERGY:

The Company does not belong to the category of power intensive industries and hence consumption of power is not significant. However the management is aware of importance of conservation of energy and also reviews from time to time the measures taken/to be taken for reduction of consumption of energy. Your Company continues its efforts to conserve energy wherever practicable by economizing on the use of power through better utilization of equipment and proper production planning.

Form A is not applicable to the Company, as it does not fall under the list of Industries specified in the schedule attached to Rule 2.

TECHNOLOGICAL ABSORPTION:

No Foreign Technology is imported as such the question of the absorption of the same does not arise.

FOREIGN EXCHANGE EARNINGS AND OUTGO: (Rs. In Lakhs)

Current Year Previous Year

a) Foreign Exchange earnings on exports NIL NIL

Foreign Exchange used on account of:

(i) Value of imports of :

Raw materials & Stores 1291.16 1096.14

(ii) Capital Goods 1.00 8.04

(iii) Foreign Travel 2.46 11.11



AUDITORS:

Your Company's Auditors M/s. Purnachandra Rao & Co., retire at the conclusion of the forthcoming Annual General Meeting and have signified their willingness to accept re-appointment and confirmed their eligibility under section 224(1-B) of the Companies Act, 1956.

PARTICULARS OF EMPLOYEES:

There are no employees who are in receipt of remuneration in excess of the rates / amounts specified under Section 217 (2A) of the Companies Act, 1956 read with the (particulars of Employees) Rules, 1975.

INDUSTRIAL RELATIONS:

Your Company has had harmonious industrial relations throughout the year under review at all levels of the organization, and would endeavour to maintain this cordial relationship.

DIRECTORS:

Sri.P.Ram Rao, Director of your company retires by rotation at the ensuring Annual General Meeting and being eligible offered himself for the re-appointment.

Smt. C. Neelima, Director, was appointed as a Whole-Time Director of the Company in the Board of Directors meeting of the Company held on 30 May, 2011.

ACKNOWLEDGEMENTS:

Your Directors wish to express their grateful appreciation for the assistance and cooperation received from APIDC, State Bank of India, State Bank of Hyderabad, Customers and Suppliers.

Cordial relations prevailed during the year with all the employees. Your Directors wish to place on record their deep sense of appreciation of the valuable work done and co-operation extended by them at all levels.

Your Directors also wish to express their gratitude to investors for the continued faith reposed by them in the Company.



By Order of the Board For INCAP LIMITED





VIJAYAWADA C.BHAGAVANTHA RAO

31st May, 2012 MANAGING DIRECTOR


Mar 31, 2011

The Shareholders, INCAP LIMITED

The Directors have pleasure in presenting the Twenty First Annual Report on the business and operations of the Company and the Audited Accounts for the year ended 31st March, 2011 together with Auditors' Report thereon.

FINANCIAL RESULTS:

The Financial Results for the year ended 31st March, 2011 are summarized below:

2010-2011 2009-2010 (Rs. In Lakhs)

Sales 1553.85 1262.52

Other Income 53.22 49.81

Total Income 1607.07 1312.33

Total Expenditure 1496.33 1159.64

Profit before Interest, Depn. & Tax 110.74 152.69

Interest 82.16 39.32

Profit before Depn. & Tax 28.58 113.37

Depreciation 70.14 60.44

Goodwill Written off 19.99 -

Profit before Tax (61.55) 52.93

Add : Prior period Item-State Subsidy 12.92 - Add : Deferred Tax Liability (Net) 6.18 4.64

Provision for Tax 1.19 25.07

Profit after Tax (43.64) 32.5

Add: Brought forward from previous year 0.54 0.59

(43.10) 33.09

Appropriations :

Provision for Dividend - 27.92

Tax on Dividend - 4.64

Surplus Carried to Balance Sheet (43.10) 0.53

OPERATIONS :

Capacitors :

The market demand for the Company's Capacitors has shown substantial growth during the year 2010-2011 and contunues to be good. There has been improvement in the sales volume compared to the previous year. Your Company's value of Sales increased to Rs. 1471.05 Lakhs from Rs. 1262.52 Lakhs for the previous year and indicated a growth of 14.17% inspite of severe pressure on price front.

Insulators :

The wholly Owned Subsidiary i.e. Incap Insulators Private Limited merged with the Company and the total sales from Insulators or Insulators Division amounted to Rs. 82.80 Lakhs and resulted a net loss of Rs. 124.04 Lakhs from the said division. Company taking effective steps to increase the insulators sales in the current financial year 2011-2012 by doing business promotions.

Order Book :

Your Company has new order in hand from Power grid Corporation and expecting more orders from power grid and other power companies in the current year.

FUTURE OUTLOOK:

The electronic component industry is facing severe competition from imports as well as Indian manufacturers. However, given the continued support, your company product enjoy support from the key customers and confident of doing higher turnover during the year and coming years.

M/s. Incap Insulators Pvt. Ltd., (Wholly Owned Subsidiary of Incap Limited) which is in the line of manufacturing of Silicon Rubber Insulators (Electrical Component) was amalgamated in the company and expecting good growth turnover during the current financial year, company expecting projects from Government and Other players in the Power Sector. Company taking several steps to promote growth and synergies and in return giving good value to the Shareholders.

DIVIDEND :

As your company incurred loss during the financial year 2010-2011 due to setting of insulator division's loss against company's profits, in this background, your directors does not recommend any dividend for the Financial Year 2010-11.

AMALGAMATION/ MERGER :

Members are requested to note that the Scheme of Amalgamation for merger of erstwhile wholly owned subsidiary company i.e. M/s. Incap Insulators Private Limited with your company was sanctioned by the Hon'ble High Court of Andhra Pradesh by its Order dated 22nd December, 2010.

Pursuant to filing of certified copies of the orders of Hon'ble High Court of Andhra Pradesh along with necessary forms with the Office of the Registrar of Companies, Andhra Pradesh, Hyderabad, the Amalgamation comes into effect from the Appointed Date i.e. 01st April, 2010. The Annual Report of your Company for the year 2010-11 has been prepared after giving effect to this Amalgamation.

As pronounced in the Scheme of Amalgamation, the following are the benefits arising due to the Amalgamation

- The amalgamation would result in better and efficient utilization of resources of the Transferor Companies and the Transferee Company resulting in synergy of operations and economies of scale.

- The Company will derive and avail the benefits of assets, reserves and cash flows of the Transferor Companies thereby increasing its financial strength and the ability to make larger investments.

- To have better administrative and managerial control for the management, as the proposed amalgamation / merger would ensure synergy in operation and management. The proposed Amalgamation in general will have beneficial results for the Companies, its members, employees and all concerned.

Keeping such benefits in view, the ability to generate income and the profitability of the company are expected to increase in the years to come.

DEPOSITS :

During the period under review, your company has not accepted/renewed any deposits within the meaning of section 58A of the Companies, Act 1956 and the rules made there under.

INSURANCE :

All the properties of your company including its buildings, Plant & Machinery and stocks have been adequately insured.

QUALITY SYSTEM :

Your Company's Certificate for quality system under ISO 9001: 2008 from STQC Certification Ser- vices, New Delhi continues to be valid.

CORPORATE GOVERNANCE :

The Company has complied with all mandatory provisions of Corporate Governance as prescribed under Clause 49 of the Listing Agreement. A report on Corporate Governance, along with the certifi- cate on its compliance from the Auditors forms part of this report.

DISCLOSURE AS PER LISTING AGREEMENT :

Clause 32 :

The Cash Flow Statement in accordance with Accounting Standard and Cash Flow Statement (AS3) issued by ICAI is appended to this Annual Report.

Clause 43A:

The Company's shares are listed on Bombay Stock Exchange, Mumbai (BSE), P.J.Towers, Dalal Street, Mumbai. The annual listing fee to BSE for the year 2010-2011 has been paid.

DIRECTORS' RESPONSIBILITY STATEMENT:

Your Directors, to the best of their knowledge and belief, state that the company maintains proper accounting records which disclose with reasonable accuracy, the financial position of the company.

Further your Directors state that these accounting records have formed the basis in the preparation of financial statements of the company in compliance with the provisions of the Companies Act, 1956, including any amendments thereto.

Your Directors also confirm compliance that the financial statements of the company are prepared in such manner to give a true and fair view of the state of affairs of the company as at the end of 31st March, 2011 and of the profit of the Company for the year to that date.

Your Directors state that in preparing the aforesaid financial statements of the company, appropriate accounting policies have been consistently applied and supported by reasonable and prudent judg- ments and estimates, whilst applicable accounting standards have been followed and that these financial statements have been prepared on going-concern basis.

Further, your Directors to the best of their knowledge and belief, state that appropriate internal control systems are in place which are reasonably expected to safeguard the assets of the company and to prevent and detect fraud and irregularities.

CONSERVATION OF ENERGY :

The company does not belong to the category of power intensive industries and hence consumption of power is not significant. However the management is aware of importance of conservation of energy and also review from time to time the measures taken / to be taken for reduction of consumption of energy. Your Company continues its efforts to conserve energy wherever practicable by economizing on the use of power through better utilization of equipment and proper production planning.

Form A is not applicable to the company, as it does not fall under the list of Industries specified in the schedule attached to Rule 2

TECHNOLOGICAL ABSORPTION :

No Foreign Technology is imported as such, the question of the absorption of the same does not arise.

FOREIGN EXCHANGE EARNINGS AND OUTGO : (Rs. In Lakhs)

Current Previous Year Year

a) Foreign Exchange earnings on exports : NIL NIL

b) Foreign Exchange used on account of :

(i) Value of imports of :

Raw materials & Stores 1096.14 813.14

(ii) Capital Goods 8.04 -

(iii) Foreign Travel 11.11 NIL

AUDITORS :

Your Company's Auditors M/s. Purnachandra Rao & Co., retire at the conclusion of the forthcoming Annual General Meeting and have signified their willingness to accept re-appointment and confirmed their eligibility under section 224(1-B) of the Companies Act, 1956.

PARTICULARS OF EMPLOYEES :

There are no employees who are in receipt of remuneration in excess of the rates / amounts specified undelr Section 217 (2A) of the Companies Act, 1956 read with the (particulars of Employees) Rules, 1975.

INDUSTRIAL RELATIONS :

Your Company has had harmonious industrial relations throughout the year under review at all levels

of the organization, and would Endeavour to maintain this cordial relationship.

DIRECTORS :

Yours Directors take this opportunity to record their appreciation for the valuable guidance and

service received from Sri. P.K. Purushothaman, during his tenure as the Whole Time Director of the Company.

Sri. K Srinivasa Rao, Director of the Company passed away on 02nd July, 2010, Directors and Top Level Employees of the company expressed their deep condolences to his family members.

Sri. P Ram Rao, Director of your company retires by rotation at the ensuring Annual General Meeting.

Being eligible for the re-appointment, offers himself for the re-appointment.

ACKNOWLEDGEMENTS :

Your Directors wish to express their grateful appreciation for the assistance and cooperation received from APIDC, State Bank of India, State Bank of Hyderabad, Customers and Suppliers. Cordial relations prevailed during the year with all the employees. Your Directors wish to place on record their deep sense of appreciation of the valuable work done and co-operation extended by them at all levels.

Your Directors also wish to express their gratitude to investors for the continued faith reposed by them in the Company.

By Order of the Board For Incap Limited Sd/- C. BHAGAVANTHA RAO MANAGING DIRECTOR

VIJAYAWADA May 30, 2011


Mar 31, 2010

The Directors have pleasure in presenting the Twentieth Annual Report on the business and operations of the Company and the Audited Accounts for the year ended 31 st March, 2010 together with Auditors Report thereon.

FINANCIAL RESULTS:

The Financial Results for the year ended 31st March, 2010 are summarized below:

2009-2010 2008-2009

(Rs. In Lakhs)

Sales 1262.52 1156.47

Other Income 49.81 45.97

Total Income 1312.33 1202.44

Total Expenditure 1159.64 1069.15

Profit before Interest, Depn. & Tax 152.69 133.29

Interest 39.32 36.05

Profit before Depn. & Tax 113.37 97.24

Depreciation 60.44 59.03

Profit before Tax 52.93 38.21

Provision for Tax 25.07 31.58

Add : Deferred Tax Liability (Net) 4.64 16.46

32.50 23.09

Profit after Tax

Add: Transfer from General Reserve - 4.50

Add: Brought forward from previous year 0.59 0.22

33.09 27.81

Appropriations :

Provision for Dividend 27.92 23.27

Tax on Dividend 4.64 3.95

Surplus Carried to Balance Sheet 0.53 23.31



DIVIDEND :

The Board of Directors recommend for your consideration a dividend on equity shares at 6% (Rs.0.60 per equity share) for the year ended 31" March, 2010. The Total amount of outgo on account of these will be Ms. 27.92 lakhs towards dividend and Rs.4.64 lakhs towards tax on dividend.

OPERATIONS :

The market demand for the Companys product has shown substantial growth during the year 2009-2010 and continues to be good. There has been improvement in the sales volume compared to the previous year. Your Companys value of Sales increased to Rs. 1262 Lakhs from Rs. 1156 lakhs for the previous year indicate a growth of 8% inspite of severe pressure on price front, your company made a net profit of Rs. 32.50 lakhs during the year.

FUTURE OUTLOOK :

The electronic component industry is facing severe competition from imports as well as Indian manufacturers. However, given the continued support, your company product enjoy support from the key customers and confident of doing higher turnover in the coming years. In addition to that, there is a steep fall in rupee value against dollar resulting in negative impact on bottom line.

As the situation necessitates to Amalgamate M/s. Incap Insulators Pvt. Ltd. (Formerly known as M/s. Umamaheswari Electrical Components Pvt. Ltd.) who are in the line of manufacturing Silicon Rubber Insulators (Electrical Component). The company was incorporated on 11th October, 2005 and name has been changed on 10.11.2009.

DEPOSITS :

The company has not accepted any deposits from the public during the year under review.

INSURANCE :

All the properties of your company including its buildings, Plant & Machinery and stocks have been

adequately insured.

QUALITY SYSTEM :

Your Companys Certificate for quality system under ISO 900 i : 2008 from STQC Certification Services, new Delhi continues to be valid.

CORPORATE GOVERNANCE :

The Company has complied with all mandatory provisions of Corporate Governance as prescribed under Clause 49 of the Listing Agreement. A report on Corporate Governance, along with the certificate on its compliance from the Auditors forms part of this report.

DISCLOSURE AS PER LISTING AGREEMENT:

Clause 32 :

The Cash Flow Statement in accordance with Accounting Standard and Cash Flow Statement (AS-3) issued by ICAI is appended to this Annual Report.

Clause 43 A:

The Companys shares are listed on Bombay Stock Exchange, Mumbai (BSE), P.J.Towers, Dalai Street,

Fort, Mumbai. The annual listing fee to BSE for the year 2009-2010 has been paid.

DIRECTORS RESPONSIBILITY STATEMENT:

Your Directors, to the best of their knowledge and belief, state that the Company maintains proper accounting records which disclose with reasonable accuracy, the financial position of the Company.

Further your Directors state that these accounting records have formed the basis in the preparation of financial statements of the company in compliance with the provisions of the Companies Act, 1956, including any amendments thereto.

Your Directors also confirm compliance that the financial statements of the Company are prepared in such manner to give a true and fair view of the state of affairs of the Company as at the end of 31st March, 2010 and of the profit of the Company for the year to that date.

Your Directors state that in preparing the aforesaid financial statements of the Company, appropriate accounting policies have been consistently applied and supported by reasonable and prudent judgments and estimates, whilst applicable accounting standards have been followed and that these financial statements have been prepared on going-concern basis.

Further, your Directors to the best of their knowledge and belief, state that appropriate internal control systems are in place which are reasonably expected to safeguard the assets of the Company and to prevent and detect fraud and irregularities.

CONSERVATION OF ENERGY :

The Company does not belong to the category of power intensive industries and hence consumption of power is not significant. However the management is aware of importance of conservation of energy and also reviews from time to time the measures taken/to be taken for reduction of consumption of energy. Your Company continues its efforts to conserve energy wherever practicable by economizing on the use of power through better utilization of equipment and proper production planning.

Form A is not applicable to the Company, as it does not fall under the list of Industries specified in the schedule attached to Rule 2.

TECHNOLOGICAL ABSORPTION :

No Foreign Technology is imported as such, the question of the absorption of the same does not arise.

FOREIGN EXCHANGE EARNINGS AND OUTGO :

(Rs. In Lakhs)

Current Year Previous Year

a) Foreign Exchange earnings on exports NIL NIL Foreign Exchange used on account of : (i) Value of imports of:

Raw materials & Stores 813.14 813.76

(ii) Capital Goods NIL NIL

(iii) Foreign Travel NIL NIL



AUDITORS :

M/s. Umamaheswara Rao & Company, Chartered Accountants, Statutory Auditors of the company retire at the conclusion of the ensuing AGM. Your Board recommends the appointment of M/s. Pumachandra Rao & Co., who has served the company from 1992 to 2009 as Statutory Auditors for the financial year 2010-11. M/s. Pumachandra Rao & Co., holds a Certificate from the Peer Review Board of the Institute of Chartered Accountants of India.

PARTICULARS OF EMPLOYEES ::

As required by the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (particulars of employees) Rules, 1975, as amended, your Directors report that no employee was in receipt of remuneration of Rs. 24,00,000 or more per annum, or Rs. 2,00,000 or more per month where employed for a part of the year.

INDUSTRIAL RELATIONS s

Your Company has had harmonious, industrial relations throughout the year under review at all levels of the organization, and would Endeavour to maintain this cordial relationship.

DIRECTORS :

Yours Directors take this opportunity to record their appreciation for the valuable guidance and service received from Sri M.Prabhakar Rao, Sri K.Ramakoteswara Rao and Sri Ch.Appa Rao during their tenure as the Directors of the Company.

ACKNOWLEDGEMENTS :

Your Directors wish to express their grateful appreciation for the assistance and cooperation received from APIDC, State Bank of India, State Bank of Hyderabad, Customers and Suppliers.

Cordial relations prevailed during the year with all the employees. Your Directors wish to place on record their deep sense of appreciation of the valuable work done and co-operation extended by them at all levels.

Your Directors also wish to express their gratitude to investors for the continued faith reposed by them in the Company.



By Order of the Board

C.BHAGAVANTHA RAO

MANAGING DIRECTOR

VUAYAWADA,

May 29, 2010

 
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