Directors Report of Innoventive Industries Ltd.

Mar 31, 2015

Dear Members,

We are delighted to present the report on our business and operations for the year ended 31st March, 2015. Following are the financial highlights of the year under review:

FINANCIAL HIGHLIGHTS:

Year Ended Year Ended March Particulars March 31,2015 31,2014 In Lacs except In Lacs except per share data) per share data)

Turnover/Income (Gross) 37,162.23 41,388.03

Turnover/Income (Net) 34,196.96 38,646.51

Other Income 370.64 11,274.49

Total Expenditures (Including Interest & 57,084.52 93,809.50 Depreciation)

Profit Before Tax (22,516.94) (43,888.50)

Provision for Tax

Current " "

Deferred (455.54) (5,137.14)

MAT (Credit) - 4,700.96

Tax for Earlier Period (713.11) 13.25

Profit After Tax (21,348.29) (43,465.56)

Balance Brought forward from last year (27,773.78) 15,030.15 Profit Available for Appropriation

Reversal -

Proposed Dividend on Equity Shares - 565.52 Dividend Distribution Tax - 96.11 Surplus carried over to Balance sheet (49,122.04) (27,773.78)

EPS (Face value Rs. 10/- per equity (35.79) (72.88) share)

Note: Figures of previous year have been regrouped wherever necessary.

OPERATIONS

In spite of challenging year with respect to demand and financial position of company, the company was able to maintain its operational levels and achieved Gross Sales of Rs. 371.62 Cr. against Rs. 413.88 Cr. in the previous year. There is improvement in operational efficiencies and benefits delivered from cost reduction enable the company to achieve better results. Total expenditure for the year was Rs. 570.84 Cr. as against Rs. 938.09 Cr. in previous year. Profit Before taxation stood at Rs. (225.16) Cr. as compared to the last year Rs. (438.88) Cr.

DIVIDEND & RESERVES

As your company is in CDR it is necessary to optimize use of resources to improve the situation of company. Your Directors have not recommended any dividend for financial year ended 31st March, 2015.

During the year under review, no transfer is proposed to the General reserve.

STATE OF COMPANIES AFFAIRS

Discussion on the state of Company's affairs is forming part of the Management Discussion and analysis Report (MD&A). MD&A for the year under review, as stipulated under clause 49 of Listing Agreement, is presented in a separate section forming part of this Annual Report.

During the Year your Company has acquired 100% stake in Innovative Technomics Pvt. Ltd. This manufactures high voltage soft starters and testing equipment for domestic and Global Markets.

FINANCIAL STATEMENTS OF THE SUBSIDIARY COMPANIES

A report on the performance and financial position of each of the subsidiaries, as per the Companies Act, 2013 is provided as a part of the financial statement and hence not repeated here for the sake of brevity.

In view of the above, Annual Report 2014-15 of your Company does not contain the annual reports of its subsidiaries. A statement containing summarized financials which includes reserves, total assets, total liabilities, investments, total sales, profit before tax etc. of all subsidiaries is included in this report. The audited annual accounts and related information of subsidiaries will be made available upon request. These documents will also be available for inspection during business hours at registered office of the Company.

FIXED DEPOSITS

Your Company has not accepted any public deposits during the year under review.

AUDITORS

At the 23rd Annual General Meeting heid on 15th July 2015, Bharat J. Rughani & Co., Chartered Accountants, Mumbai were appointed as Auditors of the Company, to hold office for the period of five years i.e. from the conclusion of 23rd Annual General Meeting till the conclusion of 28th Annual General Meeting, and the said appointment is subject to the ratification by the members at every Annual General Meeting in terms of First Proviso to section 139mof the Companies Act 2013.

The Company has received letter from Bharat J. Rughani & Co., Chartered Accountants, Mumbai to the effect that their appointment, if made would be within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified for appointment.

The Directors recommend ratification of their appointment from the conclusion of ensuing Annual General Meeting till the conclusion of next Annual General Meeting.

AUDITORS REPORT

The notes on Financial Statements referred to in the Auditors Report are self-explanatory and hence do not call for any further comments.

COST AUDIT

Pursuant to section 148 of Companies Act, 2013 read with The Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audit records maintained by the Company is required to be audited. Your Directors had, on the recommendation of Audit Committee; appointed Mr. A. J. Paranjape, Cost Accountants, Pune for conducting the cost audit of the Company for Financial Year 2015-16 on the remuneration of Rs. 3,00,000/- plus service tax at the applicable rates and reimbursement of out of pocket expenses.

As required under the Companies Act 2013, the remuneration payable to the cost Auditors is required to be ratified by the members of the company. Accordingly, resolution seeking members ratification for remuneration to be paid to cost Auditors is included in the notice convening Annual General Meeting.

SECRETARIAL AUDIT REPORT

Pursuant to provisions of section 204, of the Companies Act, 2013, the Board had appointed MRV & Associates, Company secretaries, Pune, to undertake Secretarial Audit of the Company for the Financial Year 2014-15. The Secretarial Audit Report is annexed herewith as Annexure "A". The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.

EXTRACT OF ANNUAL RETURN

An extract of the Annual return as on 31st March, 2015, pursuant to the Section 92(3) of the Companies Act, 2013in Form MGT-9 is annexed hereto as Annexure "B".

CORPORATE GOVERNANCE

The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement is presented in a separate section forming part of this Annual Report.

Chairman & Managing Director have certified to the Board with regard to the financial statements and other matters as required by the aforesaid clause of the listing agreement and the said certificate is also annexed to and forms a part of this Report.

A Certificate from Secretarial Auditors of the Company, MRV & Associates, Company Secretaries, Pune confirming compliance with conditions of Corporate Governance is also attached to Report on Corporate Governance.

RELATED PARTY TRANSACTIONS

All related party Transactions entered in to by the Company during the financial year were in the ordinary course of Business and on an arm's length basis. Particulars of material contracts/ arrangements entered into by the Company with related parties referred to Section 188(1) of the companies Ac, 2013 are provided in Form AOC-2, which is annexed herewith as annexure "C". Related party disclosures as per Accounting Standard 18 have been provided in Notes to the Financial Statement.

PARTICULARS OF LOANS AN D ADVANCES

Company has not given any loan or issued any guarantees or made investment under the provisions of section 186 of the Companies Act, 2013. Also pursuant to clause 32 of Listing Agreement the disclosure regarding this has been given in the notes to the financial statement.

RISK MANAGEMENT

Pursuant to requirement of Clause 49 of the Listing Agreement, the Company has constituted a Risk Management Committee and implemented a risk management policy for the company. The Board has been addressing various risks impacting the Company including identification therein of elements of risk, if any, which in the opinion of the Board may threaten the existence of the company. The Board and the Audit Committee of the Company periodically review and evaluate the risk management system of the Company so that the management controls the risks through properly defined network.

CORPORATE SOCIAL RESPONCIBILJTY(CSR)

Your Company is committed to improve the quality of life of the work force and their families and also the community. Further, the Company believes that undertaking activities in such a manner that help overall development of the society.

With the enactment of Companies Act, 2013 and the Companies (Corporate Social Responsibility) Rules, 2014 the company has undertaken activities as per the Corporate Social Responsibility Policy and the details of CSR activities undertaken by the company are annexed herewith as Annexure "D". The CSR Policy is available on Companies website www.innoventive.in.

DIRECTORS

Confirmation of Appointment:

Mr. Ravindra Katre (DIN 00035125) retires by rotation at the forthcoming Annual General Meeting and being eligible, offer himself for reappointment in terms of the Articles of Association of the Company.

Appointment of Independent Directors:

During the year, Ms. Pournima Gadiya (DIN 06941211) was appointed as additional Director, on the Board of Directors of the Company with effect from 14th November, 2014 and subsequently appointed as director in the AGM hold on 15th July 2015.

All the Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

Following directors stepped down from the Board of the Company:

Name of the director DIN Date of Cessation

Mr. Rajendra Jagdale 02700270 14.08.2014

Mr. Ramprasad Joshi 02682144 31.08.2014

Mr. Sanjay Asher 00008221 30.09.2014

Mr. Deepali Agrawal 05103218 01.12.2014

The Board places on record its appreciation for the services'rendered by the aforesaid directors during their respective tenure as directors of the Company.

Formal Annual Evaluation:

The Board evaluates the performance of the Board, its Committees and all individual Directors including Independent Directors every year. All the Non-executive and Independent Directors on the Board of the Company are eminent personalities having wide experience in the field of business, industry and administration. Their presence on the Board is advantageous and fruitful in taking business decisions.

Familiarization Programme:

Whenever new Non-executive and Independent Directors are inducted in the Board they are introduced to our Company's culture through appropriate orientation session and they are also introduced to our organization structure, our business, constitution, board procedures, our major risks and management strategy.

The details regarding familiarization program have been uploaded on the website of the Company at www.innoventive.in

At present, your Company has 2 (Two) Non-Executive Directors who are Independent Directors pursuant to the provisions of the Clause 49 of the Listing Agreement. Pursuant to Section 149 of the Companies Act, 2013, every listed company shall have at least one-third of its total strength of the Board of Directors as Independent Directors. Based on the present composition of the Board of Directors and the number of Independent Directors, the Company complies with this requirement.

BOARD COMMITTEES

The Board of Directors of your Company had already constituted various committees in compliance with the provisions of Companies Act, 2013 and Listing Agreement viz. Audit committee, Nomination and Remuneration Committee, Stake holders Relationship Committee and CSR Committee.

During the year under review, in compliance with the provisions of Clause 49 of listing agreement, the Board had also constituted the risk management committee.

All the decisions pertaining to the Constitution of committees, appointment of members and fixing of terms of reference, role of the committees are taken by the Board of Directors.

Details of the role and composition of these committees, including the number of meetings held during the financial year and attendance at meetings, are provided in the Corporate Governance Section of Annual Report.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 134(3(C) of the Companies Act 2013, with respect to the Directors' Responsibility Statement, it is hereby confirmed that:

1. in the preparation of the annual financial statements for the financial year ended on 31st March, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures; if any

2. that the Directors 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 at the end of the financial year as at 31st March 2015 and of the Loss of the Company for the year ended on that date;

3. that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. that the Directors have prepared the accounts for the financial year ended 31st March, 2015 on a Going Concern basis'.

5. that the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

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

MEEETINGS

The Board of Directors of the Company duly met 7 times during the financial year 2014-15. The dates of such meetings were 29th May, 2014, 14th August 2014, 21st October 2014, 14th November 2014, 15th December 2014, 19th February 2015, 23rd March 2015.

MATERIAL CHANGES AND COMMITMENTS, IF ANY AFFECTING FINANCIAL POSITION OF THE COMPANY

There are no adverse material changes or commitments occurring after 31st March 2015, which may affect the financial position of the Company.

SIGNIFICANCE AND MATERIAL ORDER

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company's operations in future.

PARTICULARS OF REMUNERATION RATIO OF THE DIRECTORS / KEY MANAGERIAL PERSONNEL (KMP) / EMPLOYEES

The prescribed particulars of Employees required under Section 134(3)(q) and Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as Annexure "E" and forms part of this report.

VIGIL MECHANISM

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013 and provisions of Listing Agreement, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company at www.innoventive.in

OBLIGATIIOS OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHOBITION AND REDRESSAL) ACT, 2013

In terms of provisions of the Sexual Harassment.of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has formulated a Policy to prevent Sexual Harassment of Women at Workplace. During the year under review, there were no cases filed pursuant to the Sexual Harassment of women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

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

This information on conservation of energy, technology absorption and Foreign Exchange Earnings and outgo stipulated under section 134(3)(m) of the Companies Act, 2013 read with the Companies Act, 2013 read with Rule 8 of companies (Accounts) Rules, 2014 is annexed herewith as Annexure "F".

PERSONNEL / INDUSTRIAL RELATIONS

The Company maintained cordial and harmonious relations at all levels at the offices and plants of the Company and its subsidiaries throughout the year under review.

CAUTIONARY STATEMENT

Your Company has taken due caution while preparing this Annual Report ('the Report'). The Report may contain futuristic or forward looking statements, which the management believes to be true to the best of their knowledge. However, actual results may differ from those mentioned in the Report.

ACKNOWLEDGEMENT

Your Directors express their grateful thanks and appreciation for the assistance and co-operation received from the, bankers, government authorities, Financial Institutions, and business associates during the year under review. Your Directors also wish to place on record their appreciation for the excellent performance and contribution of the employees to the Company's progress during the year under review.

The Directors also take this opportunity to express its deep gratitude for the continued co-operation and support received from its valued shareholders.

For and on behalf of the Board of Directors Innoventive Industries Limited

Place: Pune Chandu Chavan Date: 9th October, 2015 Chairman & Managing Director

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Mar 31, 2014

Dear Members

We are delighted to present the report on our business and operations for the year ended 31st March, 2014. Following are the financial highlights of the year under review:

FINANCIAL HIGHLIGHTS:

Year Ended Year Ended Particulars March March 31, 2014 31, 2013 (RS.In (RS. In Lacs Lacs except except per share per share data) data)

Turnover / Income (Gross) 41,388.03 68,972.24

Turnover / Income (Net) 38,646.51 63,849.73

Other Income 11,274.49 3,899.66

Total Expenditures (Including Interest & 93,809.56 60,420.72 Depreciation)

Profit Before Tax (43,888.56) 7,328.67

Provision for Tax

Current - 1,571.60

Deferred (5,137.14) 1,216.35

MAT ( Credit ) 4,700.96 (1,367.00)

Tax for Earlier Period 13.25 255.68

Profit After Tax (43,465.63) 5,652.04

15,029.25 10,640.41

Balance Brought forward from last year - 16,292.45

Profit Available for Appropriation -

Appropriations

Reversal/ Proposed Dividend on Equity 565.52 596.44

Reversal/ Dividend Distribution Tax 96.11 101.36

General Reserve - 565.40

Surplus Carried over to Balance sheet (27,774.75) 15,029.25

EPS (Face value - RS.10/- per equity (72.88) 9.48 share)

Note: Figures of previous year have been regrouped wherever necessary.

FINANCIAL STATEMENTS OF THE SUBSIDIARY COMPANIES

A company having subsidiaries is required to attach to the Directors'' Report, Balance Sheet and Statement of Profit & Loss of its subsidiaries pursuant to Section 212 of the Companies Act, 1956. However, if such companies publish the audited consolidated financial statement in the Annual Report, they get exemption from complying with the Section 212 vide General Circular No. 2/2011 dated February 8, 2011 issued by the Ministry of Corporate Affairs, Government of India.

In view of the above, Annual Report 2013-14 of your Company does not contain the annual reports of its subsidiaries. A statement containing summarized financials which includes reserves, total assets, total liabilities, investments, total sales, profit before tax etc. of all subsidiaries is included in this report. The audited annual accounts and related information of subsidiaries will be made available upon request. These documents will also be available for inspection during business hours at registered office of the Company.

DIVIDEND

Your Directors have not recommended any dividend for financial year ended 31st March, 2014.

DEPOSITS

Your Company has not accepted any public deposits during the year under review.

PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975 and the Companies (Particulars of Employees) Amendment Rules, 2011, the name and other particulars of employees are set out.

DIRECTORS

In terms of the Companies Act, 2013; Mr. Ravindra Katre (DIN 00035125) retires at the ensuing Annual General Meeting. Further, being eligible, he offers himself for reappointment.

During the year, Mrs. Deepali Agrawal (DIN 05103218), nominee of Export-Import Bank of India, was appointed on the Board of Directors of the Company with effect from 15th March, 2014.

Following directors stepped down from the Board of the Company:

Name of the director DIN Date of Cessation

Mr. Sanjay Waghulade 00193404 13.09.2013

Mr. Laxman Sankade 01748185 15.10.2013

Mr. Yashpaul Gupta 02971635 20.10.2013

Mr. Rajendra Jagdale 02700270 14.08.2014

The Board places on record its appreciation for the services rendered by the aforesaid directors during their respective tenure as directors of the Company.

At present, your Company has 3 (Three) Non-Executive Directors who are Independent Directors pursuant to the provisions of the Clause 49 of the Listing Agreement. Pursuant to Section 149 of the Companies Act, 2013, every listed company shall have at least one-third of its total strength of the Board of Directors as Independent Directors. Based on the present composition of the Board of Directors and the number of Independent Directors, the Company complies with this requirement.

AUDITORS

B.K. Khare & Co., Chartered Accountants, Pune retire at the ensuing Annual General Meeting. The said auditors shall be re-appointed in the forthcoming Annual General Meeting subject to their willingness and eligibility.

COST AUDIT

The Company had appointed M/s. A. J. Paranjape & Co, Cost Management Accountant for conducting the audit of cost records of the Company for the financial year 2013-14.

The due date for submission of the Cost Audit Report to the Central Government is 27th September, 2014.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Your Company is committed to improve the quality of life of the work force and their families and also the community. Further, the Company believes that undertaking activities in such a manner that promote the interest of all stake holders and society will help overall development of the society.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

This information pursuant to the provision of Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is included in this report as Annexure A. This includes information in relation to energy conservation and research and development activities undertaken by the Company.

FOREIGN EXCHANGE EARNINGS AND OUTGO

Foreign exchange earnings (FOB Value of exports) - RS. 3,256.04 Lacs (previous year RS. 4,785.19 Lacs)

Foreign exchange outgo - RS. 238.83 Lacs (previous year RS. 1,342.43 Lacs)

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 217(2AA) of the Companies Act 1956, with respect to the Directors'' Responsibility Statement, it is hereby confirmed:

1. that in the preparation of the annual accounts for the financial year ended on 31st March, 2014, the applicable accounting standards have been followed along with proper explanation relating to material departures;

2. that the Directors 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 at the end of the financial year and of the Loss of the Company for the year under review;

3. that the Directors 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;

4. that the Directors have prepared the accounts for the financial year ended 31st March, 2014 on a ''Going Concern basis''.

CAUTIONARY STATEMENT

Your Company has taken due caution while preparing this Annual Report (''the Report''). The Report may contain futuristic or forward looking statements, which the management believes to be true to the best of their knowledge. However, actual results may differ from those mentioned in the Report.

ACKNOWLEDGEMENT

Your Directors express their grateful thanks and appreciation for the assistance and co-operation received from the investors, shareholders, bankers, government authorities and business associates during the year under review. Your Directors also wish to place on record their appreciation for the excellent performance and contribution of the employees to the Company''s progress during the year under review.

For and on behalf of the Board of Directors Innoventive Industries Limited



Place: Pune Chandu Chavan Date: 14th August, 2014 Chairman & Managing Director

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Mar 31, 2012

To, The Members of Innoventive Industries Limited,

The Board of Directors (the Board) is pleased to present the performance of your Company for the year ended March 31, 2012. The Financial highlights of the year under review are as follows:

FINANCIAL HIGHLIGHTS: ,

Rs. in lacs

Except per share data

PARTICULARS YEAR ENDED YEAR ENDED MARCH 31, 2012 MARCH 31,2011

Turnover/Income (Gross) 68,604.09 62,067.77

Turnover/Income (Net) 63,830.59 59,037.32

Other income 1,174.90 144.43

Total expenditure (Including interest & depreciation) 56,152.45 52,909.43

Profit before tax 8,853.04 6,272.32

Provision for tax

-Current 1,765.36 1,432.01

-Deferred 1,414.87 706.47

- MAT (Credit) (1,427.01) (877.16)

Reversal of tax provision of earlier period

-Current tax - (489.12)

-Deferred tax - (155.18)

Profit after tax 7,099.82 5,655.30

Balance brought forward from last year. 6,328.18 5,674.35

Profit available for appropriation 13,428.00 11,329.65

Appropriations

Proposed dividend on equity shares 1,789.32 1,192.88

Corporate dividend distribution tax 290.27 198.12

General reserve 709.99 565.53

Less: Utilisation for issue of Bonus Shares - 3,044.94

Surplus carried over to Balance Sheet 10,638.42 6,328.18

EPSf Face value- Rs.10/-per equity share)* 12.27 15.59

*EPS for the period ended March 31,2012 is not comparable due to issue of shares in IPO.

Note: Figures of previous year have been regrouped wherever necessary.

SUBSIDIARIES AND STEP-DOWN SUBSIDIARIES:

The previous year saw your Company and its subsidiaries venture into new markets and territories with a view to increase its presence in the overseas markets. The details of various subsidiary companies of Innoventive Industries Limited (IIL) are displayed below:

During the Financial Year 2011-12, the Company has incorporated a Wholly Owned Subsidiary, named 'Innoventive Americas, INC' (IAI) in the Delaware State of United States of America to acquire business of Salem Steel North America, LLC (Salem). Salem was incorporated as a Limited Liability Corporation in the year 2002 and it represents international producers of DOM (Drawn over Mandrel) and seamless tubing, supplied in carbon and alloy grades, as well as welded and seamless stainless steel tubing in the US market.

IIL started supplying DOM/ CEW tubes to Salem in March 2009 and since then it marketed its product in USA through a long term arrangement Salem. Salem caters various industries such as aircraft, construction, automotive, boilers and heat exchanges etc.

The Company has formed a step down subsidiary known as 'Salem Steel NA, LLC' to acquire the business of Salem. Accordingly, Innoventive Americas, INC has 85% stake in Salem Steel NA, LLC.

Your Company is also looking forward to establish strong footprint in Europe and with the goal in view the Company has incorporated 'Innoventive Industries UK Limited' at London, United Kingdom (UK) to explore market potential for Company's products in UK.

Further, Sankalp Forgings Private Limited (Sankalp) has incorporated its Wholly Owned Subsidiary (WOS) in the United States of America (USA), named 'Sankalp Americas, INC.' The Board of Directors of Sankalp desires to expand Company's customer base, sales, revenue through this WOS.

Recently, Sankalp has also incorporated a Wholly Owned Entity in Sharjah, UAE by name Sankalp Middle East FZE.

'MEGA PROJECT' - PIMPLE JAGTAP

It is a great pleasure to share that the Company continues to enjoy the Mega Project1 status granted by the Government of Maharashtra in the year 2007, for the Company's plant located at Pimple Jagtap. This entitles the Company for some monetary benefits which include; Industrial Promotion Subsidy (IPS) in the form of VAT refund equivalent to 75% of the eligible investment made in the plant with effect from March 28, 2007, subject to certain terms & conditions. In the previous year the eligible investment limit granted to the Company has been increased to f 562 Crores and the tenure to receive this VAT refund has been increased to 9 years from 7 years.

The Government of Maharashtra, Directorate of Industries has disbursed amount of f 25.46 Crores for the year 2010-11 as IPS claim in the form of VAT refund. This disbursement represents the third consecutive refund which in turn validates that the Company's business practices are in-line with the requisite regulatory guidelines required to continue being eligible for the 'Mega Project' status. The incentive sanction received further enhances the value proposition for the Company. FINANCIAL STATEMENTS OF THE SUBSIDIARY COMPANIES

As per Section 212 of the Companies Act, 1956 the Company is required to attach Directors' Report, Balance Sheet and Profit & Loss Account of its subsidiaries. However, the Ministry of Corporate Affairs, Government of India, vide General Circular No. 2/2011 dated February 8, 2011 has granted general exemption to companies from complying with under Section 212, provided such companies publish the audited consolidated financial statement in the Annual Report. Accordingly, the Annual Report 2011-12 does not contain the annual reports of our subsidiaries. A statement containing summarized financials which includes reserves, total assets, total liabilities, investments, total sales, profit before tax etc. of all subsidiaries is included in this report. The audited annual accounts and related information of our subsidiaries will be made available upon request. These documents will also be available for inspection during business hours at our registered office.

DIVIDEND

Considering the Company's financial performance, the Board of Directors is pleased to recommend a Final dividend of Rs. 3/- per share. The said dividend, if approved by the Members, would involve a cash outflow of f 17,89,31,997/- (excluding applicable taxes).

PARTICULARS OF EMPLOYEES

Employees are driving force for any industry. The Company has created a favorable work environment that encourages innovation. Further, the industrial relations are cordial at all units of the Company. The support from the workforce and union is upbeat and positive.

The relevant details required to be mentioned under the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 are given below:

Particulars Details

Name & Designation, Ravindra W. Katre, Managing

Director#

Post Graduate in Manaqement

Qualification Science and Diploma in

Mechanical Engineering.

Age 46 years

Date of Joining November 1, 2002

Experience(Years) 26 Years

Gross Remuneration 94.32 (Rs.ln Lacs)

Previous Phoenix Enterprises

Employment Designation - Head Commercial

Details of 21,02,500 equity shares are Shareholding held in his name whereas 17,15,437 equity shares are held in the name of his wife.

# ceased to be Managing Director and appointed as Whole time Director w.e.f. May 30, 2012

DEPOSITS

The Company has not accepted deposits and, as such, no amount of principal or interest was outstanding as of the Balance Sheet date.

DIRECTORS

During the last year Mr. Sanjay Asher and Mr. Rahul Raisurana were inducted to the Board of Directors of the Company as Additional Directors holding office till the ensuing Annual General Meeting. Mr. Sanjay Asher is an Independent Director whereas Mr. Rahul Raisurana is Nominee Director representing interest of Standard Chartered Private Equity. The Board has recommended their appointment as Directors to the Members.

Further, pursuant to Section 255 & 256 of the Companies Act, 1956, Mr. Sanjay Waghulade, Mr. Ramprasad Joshi and Dr. Rajendra Jagdale retire by rotation and being eligible, offer themselves for reappointment at the ensuing Annual General Meeting.

Mr. Ravindra Katre has resigned as the Managing Director of the Company with effect from May 30, 2012 and continues as a Whole Time Director of the Company subject to necessary approvals. Mr. Chandu Chavan is appointed as Chairman cum Managing Director (CMD) with effect from May 30, 2012 subject to necessary approvals.

The information about the Directors proposed to be appointed/re-appointed at the Annual General Meeting is given in the annexure to the Notice calling 21st Annual General Meeting.

CORPORATE GOVERNANCE

A separate section on Corporate Governance forming part of the Directors' Report and certificate from the Auditors of the Company confirming compliance of Corporate Governance norms as stipulated in Clause 49 of the Listing Agreement with the Indian Stock Exchanges is included in the Annual Report.

AUDITORS

M/s. B. K. Khare & Co., Chartered Accountants, who are the Statutory Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting. It is proposed to re-appoint them to examine and audit the accounts of the Company for the Financial Year 2012-13. M/s B. K. Khare & Co., Chartered Accountants have, under Section 224(1) of the Companies Act, 1956, furnished a certificate of their eligibility for re-appointment.

COST AUDIT

Pursuant to Section 233B and other applicable provisions, if any, of the Companies Act, 1956 and Order passed by Ministry of Corporate Affairs vide F. No. 52/26/CAB-2010 dated May 3, 2011, the Company carries out an audit of cost accounts. The Board has re-appointed M/s. A. J. Paranjape & Co., Cost Accountant, to audit the cost accounts of the Company for the Financial Year2012-13.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Your Company is committed to improve the quality of life of the work force and their families and also the community. Further, the Company believes that undertaking activities in such a manner that promote the interest of all stake holders and society will help overall development of the society.

ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE

Annexure A to the Directors' Report contains details of information in relation to energy conservation and research and development activities undertaken by the Company. This information is as per the provision of Section 217(l)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988.

FOREIGN EXCHANGE EARNINGS AND OUTGO

Foreign exchange earnings (FOB value of exports) - Rs. 6,567.18 Lacs (previous year Rs.2,581.04 Lacs) Foreign exchange outgo Rs.4,401.62 Lacs (previous year Rs.196.59 Lacs).

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under the section 217(2AA) of the Companies Act 1956, with respect to Directors' Responsibility Statement, it is hereby confirmed:

1. that in the preparation of the annual accounts for the financial year ended on March 31, 2012, the applicable accounting standards have been followed along with proper explanation relating to material departures;

2. that the Directors 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 at the end of the financial year and of the Profit of the Company for the year under review;

3. that the Directors 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;

4. that the Directors have prepared the accounts for the financial year ended on March 31, 2012 on a 'Going Concern basis'.

CAUTIONARY STATEMENT

The Company has taken due caution while preparing this Annual Report ('the Report'). The Report may contain futuristic or forward looking statements, which the management believes are true to the best of its knowledge and actual results, may differ from those mentioned in the Report.

ACKNOWLEDGEMENT

The Board of Directors of your Company wishes to record their appreciation for co-operation, support from all the stakeholders of the Company. Your Directors also gratefully acknowledge the sincere efforts and guidance extended to the Company by its customers, vendors, government authorities, bankers, employees.

For and on Behalf of the Board of Directors

INNOVENTIVE INDUSTRIES LIMITED

Place: Pune CHANDU CHAVAN

Date: May30,2012 Chairman and Managing Director

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Mar 31, 2011

The members of,

Innoventive Industries limited,

The directors have the pleasure in presenting the 20th Annual report together with the Audited Accounts of the Company for the year ended March 31, 2011. The Financial highlights of the year under review are as follows:

Financial Results

During the year 2010-11 your Company has achieved 47.99% rise in sales as compared to previous year. Total turnover for the Financial Year 2010-11 was Rs. 62,376.60 lacs as compared to turnover of Rs. 42,150.50 lacs in the previous year. Summarized standalone performance of the Company is as below:

Rs. in lacs except per share data

Particulars 2010-11 2009-10

Turnover / Income (Gross) 62,376.60 42,150.50

Turnover / Income (Net) 59,346.15 39,105.95

other Income 199.83 94.23

Total Expenditures (Including Interest & depreciation) 53,273.06 34,872.82

Profit Before Tax 6,272.92 4,327.36

Provision for Tax

- Current 1,432.01 740.11

- deferred 706.47 1,105.12

- Income Tax Excess Provision in

Previous Year - (5.78)

- Wealth Tax 0.61 0.21

- MAT ( Credit ) (877.16) (251.36)

reversal of Tax Provision of Earlier Period

- Current Tax (489.12) -

- Deferred Tax (155.18) -

Profit After Tax 5,655.30 2,739.06

Balance Brought forward from last year 5,674.35 3,209.20

Profit Available for Appropriation 11,329.65 5,948.25

appropriations

Proposed Dividend on Equity Shares 1,192.88 -

Corporate Dividend Distribution Tax 198.12 -

General Reserve 565.53 273.91

Surplus Carried over to Balance Sheet 9,373.11 5,674.35

earnings Per share 15.59 8.49 (Face value - Rs. 10/- per equity share)

SUBSIDIARIES

The Company has five subsidiaries within the meaning of Section 4(1)(b)(ii) of the Companies Act, 1956 namely Arihant Auto Components Private Limited (100% holding), Arihant Steel and Metal Wires Private Limited (100% holding), Seven Star Electrodes Private Limited (100% holding), Saicon Steels Private Limited (51% holding) & Sankalp Forgings Private Limited (51% holding).

Arihant Steel Products and Services Private Limited (ASPSPL), one of the subsidiary companies had applied for strike off under Easy Exit Scheme, 2010 (EES 2010). Communication has been received from ROC that AsPsPL has been struck off from the register under Section 560(5) of the Companies Act, 1956 and therefore, it stands dissolved.

Financial Statements of the Subsidiary companies

The Ministry of Corporate Affairs, Government of India, vide General Circular No. 2/2011 dated February 8, 2011 has granted general exemption under Section 212 of the Companies Act, 1956, waiving the requirement of attaching Annual reports of subsidiary companies subject to certain conditions being fulfilled by the Company. However, the annual accounts of the subsidiary companies and the related detailed information shall be made available to the members of the holding and subsidiary companies seeking such information at any time. The annual accounts of the subsidiary companies shall also be kept open for inspection by any member in its registered office and those of the respective subsidiary companies. The Company shall furnish a hard copy of details of accounts of subsidiary companies, upon receipt of a requisition, from any shareholder.

INITIAL PUBLIC OFFER (IPO)

The Company raised Rs. 21,740.53 lacs from Public through its Initial Public Offer (IPO) during April 2011. Company issued, allotted 1,85,81,650 equity shares of Rs. 10/- each at a premium of Rs. 107/- per share to around 13,352 investors under IPO.

The Company shall utilize IPO funds broadly for expansion of its manufacturing facility, repayment of debt & general corporate purposes as specified in the offer document.

Prior to the IPO, Company allotted 26,00,000 equity shares of Rs. 10/- each at a price of Rs. 117/- per share aggregating to Rs. 3,042 lacs to Standard Chartered Private Equity (Mauritius) II Limited in the month of February, 2011 thereby reducing total size of IPO to such extent.

The Company got listed on Bombay Stock Exchange Limited and National Stock Exchange of India Limited on May 13, 2011.

DIVIDEND

Considering the Company's financial performance, the Board of Directors is pleased to recommend dividend of Rs. 2/- per share. The said dividend, if approved by the Members, would involve a cash outflow of Rs. 1,192.88 lacs (excluding applicable taxes).

PARTICULARS OF EMPLOYEES

The human capital has been recognized as a vital factor in achieving the goals and objectives of the organization. emphasis is placed to build a network of dedicated and experienced professionals who would strive for organizational growth by maximizing the effectiveness while the policies and practices would foster employees' satisfaction, retention and productivity.

The relevant details required to be mentioned under the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 are given below:

name, date of Joining Experience Gross Previous details of designation, (years) remunera -tion Employment Shareholding Qualification & (Rs. In lacs) designation age

Ravindra W. Katre, November 1, 25 67.97 Phoenix 21,00,000 equity shares managing director 2002 Enterprises, Head in his name whereas Commercial 17,15,437 shares in the name of his wife

Post Graduate in management science and diploma in mechanical engineering

45 years

Formation of Innoventive Group Employee(s) welfare Trust

The Innoventive Group Employee(s) Welfare Trust, ("Trust") was constituted in accordance with the provisions of the Indian Trusts Act, 1881, pursuant to a trust deed dated September 24, 2010 ("Trust Deed"). The Trust has been set up for the benefit of all existing and future directors, employees of the Company and its subsidiaries including their successors/assignees excluding Promoters & Promoter Group.

The Company allotted 19,23,117 equity shares at a face value of Rs. 10/- each by way of a Preferential Allotment to the Trust. Trust through its Trustees shall transfer said shares to its beneficiaries pursuant to a policy which Trustees may frame from time to time.

the principle aim with which the trust has been set up is to benefit the employees in any manner whatsoever visualized by the Trustees from time to time. Its scope, areas of operations and its beneficiaries cover an ambit which is far wider than that envisaged by a trust set up under ESOP & ESPS.

In the interest of its beneficiaries, Trust has been irrevocably prohibited from using its funds to trade/deal in securities in the secondary markets in any manner whatsoever.

DEPOSITS

The Company has not accepted deposits and, as such, no amount of principal or interest was outstanding as of the Balance Sheet date.

DIRECTORS

In accordance with the provisions of Section 256 of the Companies Act, 1956 and Article 171 of Articles of Association, Mr. Yashpaul Gupta and Mr. Pradeep tupe retire by rotation in the forthcoming Annual General Meeting. All of them, being eligible, seek re-appointment.

Pursuant to the requirement of the Listing Agreement of Stock Exchanges on Corporate Governance, the information about the directors proposed to be re-appointed at the Annual General Meeting is given in the annexure to the Notice calling 20th Annual General Meeting.

NOTE ON CORPORATE GOVERNANCE

Your Company is committed to maintaining high standards of Corporate Governance. A separate section on Corporate Governance is included in this Annual Report.

AUDITORS

Messrs. B. K. Khare & Co, Chartered Accountants retire at the ensuing Annual General Meeting. The Company has received a Certificate under section 224(1B) of the Companies Act, 1956 from M/s. B. K. Khare & Co., Chartered Accountants mentioning therein that their appointment if made, will be within the prescribed limits as per section 224(1B) of the Companies Act, 1956. The auditors have also informed that they had subjected themselves to the Peer Review Process of the Institute of Chartered Accountants of India (ICAI) and hold a valid certificate issued by the Peer Review Board of ICAI. The Board of Directors recommends their re-appointment.

cost audit

As per section 233B of the Companies Act, 1956 and pursuant to the order dated may 3, 2011 issued by Ministry of Corporate Affairs in this regard, the Company is required to get its cost accounting records audited by a Cost Accountant, who is a member of the Institute of Cost and Work Accountants of India, beginning FY 2011-12 onwards. Accordingly, Board of Directors has appointed M/s. A. J. Paranjape & Co, Cost Accountant in this regard, subject to the necessary approval of Central Government.

ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE

Details of energy conservation and research and development activities undertaken by the Company along with the information in accordance with the provisions of Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, are given in Annexure to the Directors' Report.

FOREIGN EXCHANGE EARNINGS AND OUT GO

Foreign exchange earnings (FOB Value of exports) - Rs. 2,581.04 lacs (previous year Rs. 647.68 lacs) Foreign exchange outgo - Rs. 180.63 lacs (previous year Rs. 256.67 lacs).

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under the section 217(2AA) of the Companies Act 1956, with respect to Directors' Responsibility Statement, it is hereby confrmed:

1. that in the preparation of the annual accounts for the financial year ended on March 31, 2011, the applicable accounting standards have been followed along with proper explanation relating to material departures;

2. that the Directors 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 at the end of the financial year and of the Profit of the Company for the year under review;

3. that the Directors 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;

4. that the Directors have prepared the accounts for the financial year ended on March 31, 2011 on a 'Going Concern basis'.

CAUTIONARY STATEMENT

The information and opinion expressed in the Report may contain certain forward-looking statements, which the management believes are true to the best of its knowledge at the time of its preparation. Actual results may differ materially from those either expressed or implied in the Report. Important factors that could make a difference to the Company's operations include, among others, economic condition in the domestic and the overseas market in which the Company operates, changes in the government regulations, tax laws and other statute and incidental factors.

ACKNOWLEDGEMENT

The Directors thank our customer, vendors, shareholders, bankers, employees, Government Authorities etc. for their continued support and sincere co-operation received during the year and look forward to their continued support.

Place on record their appreciations for the wholehearted and sincere co-operation received by the Company during the year from the clients, banks, financial institutions, investors, employees and various Government Authorities during the year under review.

the directors also wish to place on record their deep sense of appreciation for the committed services of the executives, staff and workers of the Company at all levels towards the growth of the Company.

For and on Behalf of The Board of Directors

of Innoventive Industries Limited

Chandu Chavan

Place: Pune Chairman

Date: July 18, 2011

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Mar 31, 2010

The directors have pleasure in presenting the 19th Annual Report together with the Audited Accounts of the Company for the year ended 31st March 2010. The Financial highlights of the year under review are as follows;

FINANCIAL RESULTS:

During the year 2009-10 your Company has achieved around 5.21% rise in sales as compared to previous year. Total sale of Financial Years 2009-10 was Rs. 42,150.50 Lacs as compared to sale of Rs. 40,062.99 Lacs in financial year 2008-09 for better understanding of the financial results of the Company separate summary report is also included in this annual report.

(Rs. in Lacs)

Particulars 2009-10 2008-09

Turnover/Income (Cross) 42,150.50 40,062.99

Turnover /Income (Net) 39,105.95 34,820.04

Other Income 116.32 261.24

Total Expenditures 34,894.91 33.289.33

Interest and Finance Cost 4,915.25 3020.81

Depreciation 1,26666 892.48

Profit Before Tax 4327.36 1613.49

Tax -Current 740.11 186.95

-Deferred 1,105.12 404.22

- FBT - 16.90

- Income Tax Excess Provision in (5.78) - Previous Year

-Wealth Tax 0.21 1.19

-MAT (Credit) (251.36) (165.01)

Profit After Tax 2,739.06 1169.23

Balance Brought forward from last year 3,209.20 2156.89

Profit Available for Appropriation 5,948.25 3326.12

Appropriations

Dividend on Equity Shares - -

Corporate Dividend Tax - -

General Reserve 273.91 116.92

Surplus Carried over to Balance sheet 5,674.35 3209.19

EPS 54.78 23.38

(Face value of Share Rs 10/- each)

SUBSIDIARY:

During the period under review, following is the list of Subsidiary Companies, within the meaning of Section 4(l)(b)(ii) of the Companies Act, 1956;

- Arihant Auto Components Private Limited

- Arihant Steel and Metal Wires Private Limited

- Arihant Steel Products and Services Private Limited Saicon Steels Private Limited, Mumbai

- Seven Star Electrodes Private Limited, Pune

- Sankalp Forgings Private Limited

Arihant Steel Products and Services Private Limited have not commenced any business since its incorporation therefore it has filed necessary application under Simple Exit Scheme 2010 of Ministry of Corporate Affairs for striking off its name from ROCs record.

DIVIDEND

The Board, for the year ended 3 1st March, 2010 has not recommended any dividend.

FOREIGN EXCHANGE EARNINGS AND OUT GO

Foreign exchange earning of Rs. 647.68 lacs (FOB Value of exports) and outgo of Rs. 256.67 lacs.

PARTICULARS OF EMPLOYEES

There was a one employee falling within the purview of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended and his details are as below;

- Mr. Jitendra Palande - Gross Salary Rs. 245,000/- p.m. Date of Joining:- 01.10.2009

Current Designation:- Group CEO Last Employer:- Hoganas India Limited Designation with last employer:- CFO

Aforesaid employee is not related to the Directors of the Company although his salary may exceed salary drawn by MD & WTD. He also does not have any equity stake, directly or indirectly, into the Company.

DEPOSITS

During the period under review Company has not accepted deposits from any persons.

GLOBAL ECONOMY

2009 was one of the most challenging years for the global economy in recent times with the global recession of 2008 and 2009 representing the largest peacetime downturn in economic activity since the 1930s. The World Bank reported that the positive growth in the emerging and developing economies was more than offset by negative growth in the advanced economies resulting in negative World GDP growth in 2009. The sharp decline in global demand for consumer durables and investment goods that accompanied the economic crisis, led to a significant demand contraction particularly in the United States of America and Europe which continued in most economies till September 2009. Economies with large current account deficits, excessive reliance on foreign capital to finance domestic consumption, and sizeable fiscal deficits witnessed sharper growth declines. Following unprecedented fiscal and monetary policy stimulus measures and direct Government support for some institutions and sectors, a gradual recovery in domestic demand and the turning of the inventory cycle saw most economies emerge from recession by the end of 2009. In contrast to most developed and emerging economies, China and India were able to avoid recession and recorded GDP growth of around 10% and 7.2% respectively in spite of a slowdown from pre-crisis growth rates as export demand collapsed across many sectors.

In India, the Economic Survey of 2009-10 revealed that some of the key macroeconomic indicators revived especially during the second half of the year compared to the previous year. Even though the agricultural output declined by 0.2% as a consequence of a poor monsoon season, the industrial and service sectors grew at the rate of 8.2% and 8.7% respectively caking estimated GDP growth to 7.2% during the year. It is worth noting that the manufacturing industry grew at 8.9% during the year.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956, and the Companys Articles of Association, Mr. Chandu L. Chavan and Mr. Ravindra W. Katre retire by rotation and are eligible for re-appointment.

Mr. Parag M. Mulye, Mr. Sanjay T. Bhade and Mr. Shivaji R. Katke ("Promoter Directors") stepped down from the office of Director of the Company w.e.f 27.02.2010 and on the same day Mr. Ramprasad Joshi, Mr. Pradeep Tupe, Mr. Yashpaul Gupta and Dr. Rajendra Jagdale were co-opted as Additional Directors. Mr. William Sean Sovak was also recently co-opted as additional director due to resignation of Mr. Mukund Krishnaswami. Since the term of all these Additional Directors shall expire at forthcoming Annual General Meeting (AGM) a resolution under Section 257 of the Companies Act, 1956 for their appointment as Director is being placed before the shareholders at the ensuing AGM for their approval.

Although Promoter Directors resigned from their directorship they shall continue their association with the Company on such terms & conditions as agreed by the board. Aforesaid change in board structure was effected to accommodate Independent Directors pursuant to corporate governance.

NOTE ON CORPORATE GOVERNANCE

Although Company is not listed at any stock exchanges in India or abroad, Companys Board opted to adhere with clause 49 of Listing Agreement as a sign of good corporate practice. Presently Board consists of 8 members with knowledge & expertise in different fields. Apart from Mr. C. L. Chavan, Chairman, Mr. R. W. Katre, Managing Director, Mr. S. H. Waghulade, Whole-time Director and Mr. Mukund Krishnaswami. Nominee Director all remaining are Independent Directors.

During the year under review, Board has formed various committees having defined scope and responsibilities which includes Audit Committee, Shareholders Grievance Committee, IPO Committee etc.

BONUS ISSUE

In July 2010 it was decided to capitalize profits of the Company by issuing bonus shares to equity shareholders. However promoters of the Company waived their entitlements resulting bonus issuance only to one shareholder i.e. Kavos Capital Limited.

SUBSCRIPTION AND SHAREHOLDERS AGREEMENT

Recently in August 2010 Company entered into share subscription and shareholders agreement with Kavos Capital Limited and others to facilitate further growth of the Company by equity infusion on such terms & conditions as contained in said agreement. Kavos has invested 1NR 350 Millions in equity share capital of the Company.

STATUTORY AUDITORS

Messrs. B. K. Khare & Co, Chartered Accountants retire at the ensuing Annual General Meeting and being eligible, offer themselves for reappointment. The Board of Directors recommends their re-appointment.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under the section 217(2AA) of the Companies-Act 1956, with respect to Directors Responsibility Statement, it is hereby confirmed:

1. that in the preparation of the annual accounts for the financial year ended on 31st March, 2010, the applicable accounting standards have been followed along with proper explanation relating to material departures;

2. that the Directors 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 at the end of the financial year and of the Profit or Loss of the Company for the year under review;

3. that the Directors 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;

4. that the Directors have prepared the accounts for the financial year ended on 31st March, 2010 on a Going Concern basis.

ACKNOWLEDGEMENT

The Directors place on record their appreciations for the wholehearted and sincere co- operation received by the Company during the year from the clients, banks, financial institutions, investor, employees and various Government Authorities during the year under review.

The Directors also wish to place on record their deep sense of appreciation for the committed services of the executives, staff and workers of the company at all levels towards the growth of the company.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS,

CHANDU CHAVAN CHAIRMAN

Place: PUNE Date : 04.08.2010