Directors Report of Incon Engineers Ltd.

Mar 31, 2014

Dear Members,

The Directors take pleasure in presenting the 44th Annual Report of the Company together with the Audited Accounts and Auditors'' Report for the financial year ended on 31st March, 2014.

FINANCIAL RESULTS AND OPERATIONS

The performance of the Company for the financial year ended 31st March, 2014 is summarized hereunder:

Details For the year For the year ended ended 31.03.2014 31.03.2013

Sales/ Income

from operations 59.18 49.63

Other Income 7.66 7.69

Manufacturing Expenses 38.35 37.73

Other Expenses 19.48 19.37

Finance Cost 0.29 0.56

Gross Profit /(Loss) after Finance Cost

before Depreciation & Tax 8.72 (0.34)

Depreciation 5.18 5.26

Net Profit /(Loss) before

Tax for the year 3.54 (5.60)

Net Profit /(Loss) for the year 3.54 (5.60)

OPERATIONS

The operations of the Company have improved with the income going upto to Rs.59.18 lakhs as compared to Rs.49.63 lakhs during the previous year. The Company made a net profit of Rs.3.54 lakhs after providing for depreciation of Rs.5.18 lakhs. Your Directors are hopeful of maintaining this trend during the current year with the orders in hand amounting to about Rs.70.00 lakhs.

FIXED DEPOSITS

During the year under review, the Company has not accepted any fixed deposit within the meaning of Section 58A of the Companies Act, 1956.

PARTICULARS OF EMPLOYEES

None of the employees whether employed throughout the year or part of the year were in receipt of remuneration exceeding limits specified in Section 217 (2A) of the Companies Act, 1956, and rules made thereunder.

FOREIGN EXCHANGE EARNINGS AND OUTGO : Nil

CONSERVATION OF ENERGY

Steps to optimize energy consumption in various manufacturing operations is being continuously taken; however, the Company''s operations are not energy intensive.

RESEARCH & DEVELOPMENT AND TECHNOLOGY ABSORPTION

1. Specific areas in which R & D carried out by the Company Design of Fluid Energy Mill and Classifiers.

INDUSTRIAL RELATIONS

Your Company continues to enjoy the support from the workforce. Industrial Relations were cordial during the year under review.

BOARD OF DIRECTORS

Dr. B. Neeta Kumari retires by rotation and not seeking the re-appointment.

Sri S. Manohar Raju retires by rotation being eligible for him self re-appointment at the forth coming Annual General Meeting.

Pursuant to Section 149 of the Companies Act, 2013, the tenure of the Independent Director is upto five consecutive years Board recommends appointment of Sri S. Manohar Raju, as Independent Director for a term of upto five consecutive years for approval of the Members of the Company at the ensuing Annual General Meeting.

Mr. A. Subba Rao retires by rotation and being eligible offers himself for re-appointment at the forthcoming Annual General Meeting.

Pursuant to Section 149 of the Companies Act, 2013, the tenure of the Independent Director is upto five consecutive years. Board recommends appointment of Mr. A. Subba Rao, as Independent Director for a term of upto five consecutive years for approval of the Members of the Company at the ensuing Annual General Meeting.

AUDITORS

M/s. Brahmayya & Co. Chartered Accountants, Hyderabad, retire at the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. The Board recommends their re-appointment at the ensuing Annual General Meeting.

AUDITORS REPORT

The Auditors'' Report is unqualified.

AUDIT COMMITTEE

Pursuant to the provisions of 292A of the Companies Act, 1956 and provisions of the Listing Agreement, the Company has constituted an Audit Committee. The composition, scope and powers of Audit Committee together with details meetings held during the year under review forms part of Corporate Governance Report.

COST AUDIT

The Central Government has directed to conduct a Cost Audit in respect of the specified products of the Company. The Board of Directors of the Company accorded its approval for appointment of M/s. N.S.V. Krishna Rao & Company, Cost Accountants, D.No.12-2-823/A/78, Geetha Apartments, Lane Adj. to Chandana Brothers, Santosh Nagar Colony, Mehdipatnam, Hyderabad-500028 as Cost Auditors of the Company.

SUBSIDIARY COMPANIES

The Company does not have a subsidiary Company.

MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT

The application of ultra-fine powders is increasing in industry over the past few years. The demand for the Company''s product will also increase and efforts need to be made to take advantage of this increased demand. Special efforts need to be made to ensure that the Company''s products are known to potential users, so that additional sales are generated.

CORPORATE GOVERNANCE REPORT

As per Clause 49 of the Listing Agreement, a separate section on Corporate Governance together with a Compliance Certificate from the Practicing Company Secretary forms part of this Annual Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

The Audited Accounts for the year under review in conformity with the requirements of the Companies Act, 1956 and the Accounting Standards. The financial statements reflect fairly the form and substances of transactions carried out and reasonably present the Company''s financial condition and results of operations. Your Directors confirm that:

i) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanations relating to material departures, if any;

ii) that the accounting policies selected have been applied consistently and judgments and estimates that are made 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.

iii) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; and

iv) that the Annual Accounts of the Company have been prepared on going concern'' basis.

ACKNOWLEDGEMENT

The Board of Directors would like to thank Business Partners, Bankers, Investors and Auditors for their continued support and association. We would also like to place on record our appreciation of the collective contribution made by all the employees during the last year.



By order of the Board of Directors of INCON ENGINEERS LIMITED

Place: Hyderabad SREEDHAR CHOWDHURY Date : 27.05.2014 Chairman & Managing Director

---

Mar 31, 2013

To the Members,

The Directors take pleasure in presenting the 43rd Annual Report and Audited Balance Sheet and Profit and Loss Account for the year ended on 31st March, 2013.

FINANCIAL RESULTS

Rupees in Lakhs

Details For the year For the year ended ended 31.03.2013, 31.03.2012

Sales/ Income from operations 49.63 64.79

Other Income 7.69 5.53

Manufacturing Expenses 37.73 37.71

Other Expenses 19.37 21.23

Interest 0.56 0.51

Gross Profit ( )/(Loss)(-) after Interest before Depreciation & Tax (0.34) 10.87

Depreciation 5.26 5.60

Net Profit ( )/(Loss) before Tax for the year (5.60) 5.27

Net Profit ( )/(Loss) for the year (5.60) 5.27

OPERATIONS

The operations of the Company have registered a decline with the income coming down to Rs. 49.63 lakhs as compared to Rs. 64.79 lakhs during the previous year. This has resulted in a net loss of Rs. 5.60 lakhs after providing for depreciation of Rs. 5.26 lakhs. The Company is hopeful of increasing its sales during the current year based on the present orders in hand amounting to more than Rs. 60.00 lakhs.

FIXED DEPOSITS

The Company has not accepted any fixed deposits from the public during the year.

DIRECTORS

Pursuant to the provision of the Companies Act, 1956 and in terms of the Articles of Association of the Company, Sri A. Subba Rao retires at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

AUDITORS

M/s. Brahmayya & Co. Chartered Accountants, Hyderabad, the Auditors of the Company, retire at the conclusion of the Annual General Meeting and are eligible for re-appointment. The Board recommends their re-appointment.

PARTICULARS OF EMPLOYEES

None of the employees whether employed throughout the year or part of the year were in receipt of remuneration exceeding limits specified in Section 217 (2A) of the Companies Act, 1956, and rules made thereunder.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, a Management Discussions & Analysis, Corporate Governance Report and Auditors Certificate regarding compliance of Corporate Governance are made part of the Annual Report.

OTHER INFORMATION

Information in accordance with clause (e) of Sub-section (1) of section 217 read with Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988 is annexed hereto and forms part of the report.

DIRECTORS'' RESPONSIBILITY STATEMENT

The Directors confirm that:

i) in the preparation of the annual accounts, the -applicable accounting standards have been followed and that no material departures have been made from the same;

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

iii) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

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

DEMATERIALISATION OF SHARES

The Company''s shares are available for holding/ transfer in depository system of both National Securities Depository Limited (NSDL) and Central Depository Services (India) Ltd., (CDSL). Members have the option of holding the shares in physical or dematerialised form. The International Securities Identification Number (ISIN) allotted for the Company by NSDL and CDSLislSIN INE507D01010. In case a member wants his shares to be dematerialised, he may send the share certificates along with the request through his depository participant to the Registrars, M/s. Venture Capital and Corporate Investments Pvt. Ltd.

ACKNOWLEDGEMENTS

Your Directors wish to place on record their gratitude to the investors for the confidence reposed in the Company. The Directors also take this opportunity to express their appreciation for the contributions made by all the employees.

For and on behalf of the Board

Place: Hyderabad SREEDHAR CHOWDHURY

Date : 30.05.2013 Chairman & Managing Director

---

Mar 31, 2012

The Directors take pleasure in presenting the 42nd Annual Report and Audited Balance Sheet and Profit and Loss Account for the year ended on 31st March, 2012.

FINANCIAL RESULTS Rupees in Lakhs

Details For the year For the year ended ended 31.03.2012 31.03.2011

Sates/Income from operations 64.09 42.40

Other Income 5.53 (0.14)

Manufacturing Expenses 37.71 33.69

Other Expenses 20.53 11.96

Interest 0.51 0.41

Gross Profit ( )/(Loss)(-) after Interest

before Depreciation & Tax 10.87 (3.80)

Depreciation 5.60 5.60

Net Profit ( )/(Loss) before

Tax for the year 5.27 (9.40)

Net Profit ( )/(Loss) for the year 5.27 (9.40)

OPERATIONS

The Company's operations have improved during the year with the income from operations increasing to Rs. 69.62 lakhs as compared to Rs. 42.26 lakhs during the previous year. The gross profit, after providing interest and before depreciation, amounts to Rs. 10.87 lakhs as compared to a loss of Rs. 3.80 lakhs during the previous year. The Company is hopeful of continuing this trend during the current year as various projects are in the pipeline.

FIXED DEPOSITS

The Company has not accepted any fixed deposits from the public during the year.

DIRECTORS

Pursuant to the provision of the Companies Act, 1956 and in terms of the Articles of Association of the Company, Sri S. Manohar Raju retires at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

AUDITORS

M/s. Brahmayya & Co. Chartered Accountants, Hyderabad, the Auditors of the Company, retire at the conclusion of the Annual General Meeting and are eligible for re-appointment. The Board recommends their re-appointment.

PARTICULARS OF EMPLOYEES

None of the employees whether employed throughout the year or part of the year were in receipt of remuneration exceeding limits specified in Section 217 (2A) of the Companies Act, 1956, and rules made there under.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, a Management Discussions & Analysis, Corporate Governance Report and Auditors Certificate regarding compliance of Corporate Governance are made part of the Annual Report.

OTHER INFORMATION

Information in accordance with clause (e) of Sub-section (1) of section 217 read with "Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988 is annexed hereto and forms part of the report.

DIRECTORS' RESPONSIBILITY STATEMENT

The Directors confirm that:

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

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

iii) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

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

DEMATERIALISATION OF SHARES

The Company's shares are available for holding/transfer in depository system of both National Securities Depository Limited (NSDL) and Central Depository Services (India) Ltd., (CDSL). Members have the option of holding the shares in physical or dematerialised form. The International Securities Identification Number (ISIN) allotted for the Company by NSDL and CDSL is ISIN INE507D01010. In case a member wants his shares to be dematerialised, he may send the share certificates along with the request through his depository participant to the Registers,M/S venture capital and Corporate Investments Pvt. Ltd.

ACKNOWLEDGEMENTS

Your Directors wish to place on record their gratitude to the investors for the confidence reposed in the Company. The Directors also take this opportunity to express their appreciation for the contributions made by all the employees.

For and on behalf of the Board

SREEDHAR CHOWDHURY Chairman & Managing Director

Place: Hyderabad Date : 30.05.2012

---

Mar 31, 2010

The Directors take pleasure in presenting the 40th Annual Report and Audited Balance Sheet and Profit and Loss Account for the year ended on 31st March, 2010.

FINANCIAL RESULTS Rupees in Lakhs

Details For the year For the year

ended ended

31.03.2010 31.03.2009

Sales/ Income from operations 38.04 14.75

Other Income 7.24 3.28

Manufacturing Expenses 34.00 34.18

Other Expenses 11.65 39.85

Interest 1.86 0.45

Gross Profit (+)/(Loss)(-) after Interest

before Depreciation & Tax (2.23) (56.45)

Depreciation 5.45 4.55

Net Profit (+)/(Loss) before

Tax for the year (7.68) (61.00)

Net Profit (+)/(Loss) for the year (7.68) (61.25)



OPERATIONS

The Companys operations have improved considerably despite overall industrial slowdown. The turnover of the Company increased from Rs. 18.03 Lakhs to Rs. 45.28 Lakhs resulting in a cash loss of Rs. 2.23 Lakhs as against cash loss of Rs. 56.70 Lakhs during the previous year. Your Directors are hopeful that with the economy improving, the Company will make further improvements in its performance during the current year.

FIXED DEPOSITS

The Company has not accepted any fixed deposits from the public during the year.

DIRECTORS

Pursuant to the provision of the Companies Act, 1956 and in terms of the Articles of Association of the Company, Dr. B. Neeta Kumari retires at the ensuing Annual General Meeting and being eligible offers herself for re-appointment.

AUDITORS

M/s. Brahmayya & Co. Chartered Accountants, Hyderabad, the Auditors of the Company, retire at the conclusion of the Annual General Meeting and are eligible for re-appointment. The Board recommends their re-appointment.

PARTICULARS OF EMPLOYEES

None of the employees whether employed throughout the year or part of the year were in receipt of remuneration exceeding limits specified in Section 217 (2A) of the Companies Act, 1956, and rules made there under.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, a Management Discussions & Analysis, Corporate Governance Report and Auditors Certificate regarding compliance of Corporate Governance are made part of the Annual Report.

OTHER INFORMATION

Information in accordance with clause (e) of Sub-section (1) of section 217 read with Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988 is annexed hereto and forms part of the report.

DIRECTORS RESPONSIBUTY STATEMENT

The Directors confirm that:

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

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

iii) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detectihg fraud and other irregularities; and

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

DEMATERIALISATION OF SHARES

The Companys shares are available for holding/ transfer in depository system of both National Securities Depository Limited (NSDL) and Central Depository Services (India) Ltd., (CDSL). Members have the option of holding the shares in physical or dematerialised form. The International Securities Identification Number (ISJN) allotted for the Company by NSDL and CDSL is ISININE507D01010. In case a member wants his shares to be dematerialised, he may send the share certificates along with the request through his depository participant to the Registrars, M/s. Venture Capital and Corporate Investments Pvt. Ltd.

ACKNOWLEDGEMENT

Your Directors wish to place on record their gratitude to the investors and suppliers for the confidence reposed in the Company/The Directors also take this opportunity to express their appreciation for the contributions made by all the employees.

For and on behalf of the

Board

Place: Hyderabad SREEDHAR CHOWDHURY

Date: 30 06.2010 Chairman & Managing Director