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Directors Report of International Combustion (India) Ltd.

Mar 31, 2015

To the Members,

The Directors take pleasure in presenting the Seventy-ninth Annual Report together with the Audited Annual Financial Statements of the Company for the Financial Year ended 31st March, 2015.

FINANCIAL HIGHLIGHTS RS in lacs) 2014-15 2013-14

Profit before depreciation, interest 599.01 556.35 & tax

Less: Interest 86.23 75.71

Depreciation 450.50 536.73 414.24 489.95

Profit before Tax 62.28 66.40

Less: Provision for Income Tax -

Current Tax 16.50 2.70

Deferred Tax (reversal)/charge (52.04) (35.54) (16.11) (13.41)

Profit after Tax 97.82 79.81

Profit brought forward from last year 147.17 144.30

Profit available for appropriations 244.99 224.11

Appropriations :

General Reserve 5.00 35.00

Proposed Dividend 35.85 35.85

Tax on Proposed Dividend 7.50 6.09

Balance carried over to Balance Sheet 196.64 147.17

244.99 224.11

DIVIDEND

Your Directors recommend a dividend of 15% (i.e. Rs. 1.50 per equity share) on 23,90,276 equity shares of Rs. 10/- each for the financial year ended 31st March, 2015. The dividend, if approved at the forthcoming Annual General Meeting, will absorb Rs. 35.85 lac excluding tax on dividend of Rs. 7.50 lac.

OPERATIONS AND STATE OF THE COMPANY''S AFFAIRS

During the year under review, the market remained sluggish and the industrial slowdown continued. The revenue from the operations for the year under review was Rs. 87.27 crore as against Rs. 96.61 crore for the previous year.

The profit before tax for the year was Rs. 62 lakhs as against Rs. 66 lakhs for the previous year. Despite the drop in revenue of around Rs. 10 crore, the company was able to minimise the adverse impact on the profit for the year under review, through diligent control on the cost of material and operating expenses and with better quality of orders.

FUTURE OUTLOOK

There has not been any significant change in the demand for capital goods in the steel, mining and sugar industry, where your Company is active. This pattern is expected to continue for some more time and your Company, therefore, considers it necessary to expand the market base by introducing new products together with active marketing strategy for other products introduced in the last couple of years.

Keeping the above in view, the Company has entered into a new collaboration agreement with AViTEQ Vibrationstechnik GmbH, Germany for manufacture of wide range of unbalance motors, which finds application not only in material handling segment but are also used extensively in various other segments such as construction, foundry, etc.

The Company has also entered into a new collaboration with FLEXIMAT GmbH, Austria, for manufacture of special design of Flip Flop Screens which are used for difficult to screen material such as wet coal and other wet minerals and are extensively used in power plants and chemical industry.

The above products shall be launched in the market in the latter part of this current year and the Company expects significant contribution from these products in the current and future financial years.

JOINT VENTURE COMPANY

The commercial operations of Mozer Process Technology Pvt. Ltd. (MPTPL), the Company''s Joint Venture Company with Allgaier Werke GmbH, Germany, with respect to its principal business activity, namely, marketing, commissioning and servicing of Mozer Type Dryers, are yet to commence. However, MPTPL expects to book its first revenue from its principal business activity during the first quarter of the Financial Year 2015-16. MPTPL, however, earned a revenue of Rs. 7.57 lac during the Financial Year ended 31st March, 2015 from miscellaneous trading activities and commission services rendered as compared to no revenue from operations during the previous Financial Year ended 31st March, 2014. Besides, MPTPL earned interest and other income of Rs. 3.20 lac during the Financial Year ended 31st March, 2015 as compared to Rs. 2.88 lac during the previous Financial Year ended 31st March, 2014.

MPTPL suffered a nominal loss of Rs. 1.89 lac during the Financial Year ended 31st March, 2015 as compared to a loss of Rs. 29.09 lac for its first Financial Year ended 31st March, 2014.

The Company has no subsidiaries.

A Statement in Form AOC-I relating to the Associate/Joint Venture Company as required pursuant to Section 129 (3) of the Companies Act, 2013, read with Rule 5 of Companies (Accounts) Rules, 2014, is attached to the Financial Statements.

BUILDING MATERIAL DIVISION

A new Business Division of the Company, viz. the Building Material Division as a Strategic Business Unit for manufacture of high quality Dry Mix Mortar/ Dry Mix Products and related building materials, is being set up at Ajmer, Rajasthan. The initial investment for setting up the plant at Ajmer is estimated at around Rs. 20 crores which shall be financed primarily from a term loan facility of Rs. 15 crores and the balance amount of investment shall be financed from internal accruals.

The Company has already acquired the land for the project. Construction of the plant is in progress and the commercial production of the said unit is expected to commence in the last quarter of the current Financial Year 2015-16.

CAPITAL EXPENDITURE

The total capital expenditure incurred for the year under review was Rs. 581.93 lac (including Rs. 496.90 lac incurred for the Building Material Division at Ajmer).

EXTRACT OF ANNUAL RETURN

An extract of the Annual Return as on the Financial Year ended on 31.03.2015 as required under Section 134(3) of the Companies Act, 2013, read with Section 92(3) of the said Act and Rule 12(1) of the Companies (Management and Administration) Rules, 2014 are set out in Annexure-I, forming part of this Report.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO

As required under Section 134(3)(m) of the Companies Act, 2013, read with the Rule 8(3) of Companies

(Accounts) Rules, 2014, particulars regarding Conservation of Energy, Technology Absorption and Foreign Exchange Earnings & Outgo are set out in Annexure-II, forming part of this Report.

RELATED PARTY TRANSACTIONS

Your Board has framed a Related Party Transactions Policy which is available on the Company''s website. During the year, the Company had not entered into any contract/ arrangement/ transaction with any related party which could be considered material in accordance with the Related Party Transactions Policy of the Company.

Details of related party transactions (which are not considered material) entered into on an arm''s length basis during the Financial Year ended 31st March, 2015 are set out in Annexure-III, forming part of this Report, pursuant to Section 134(3)(h) of the Companies Act, 2013 read with Section 188 of the said Act and Rule 8(2) of the Companies (Accounts) Rules, 2014.

DETAILS RELATING TO REMUNERATION OF DIRECTORS & EMPLOYEES

A statement as required under Section 197(12) of the Companies Act, 2013, read with Rule 5 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014, relating to details of remuneration of directors and employees, are set out in Annexure-IV, forming part of this Report.

NUMBER OF BOARD MEETINGS

8 (Eight) Board meetings of the Company were held during the Financial Year ended 31st March, 2015. For further details, please refer to the Report on Corporate Governance forming part of this Annual Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) of the Companies Act, 2013 read with Section 134(5) of the said Act, the Directors, to the best of their knowledge and belief, confirm that:

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

b) appropriate accounting policies have been selected and applied consistently and such judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2015 and of the profit of the Company for the year ended on that date;

c) proper and sufficient care has been taken 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;

d) the Annual Accounts have been prepared on a going concern basis ;

e) the Board had laid down internal financial controls to be followed by the Company and that such internal financial controls were adequate and were operating effectively; and

f) proper systems to ensure compliance with the provisions of all applicable laws have been devised and such systems were adequate and operating effectively.

DIRECTORS

Mr. Ravi Ranjan Prasad (DIN 00030458) was appointed as an Independent Director on the Board on 25th July, 2014 and the same was confirmed by the shareholders at their 78th Annual General Meeting held on 12th September, 2014.

Mr. Sukhendu Ray, Independent Director (DIN 00009110), resigned from the Board of Directors of the Company with effect from 2nd April, 2015. The Board acknowledges and places on record the invaluable contributions rendered by Mr. Ray during his tenure as a Director of the Company.

Mrs. (Prof.) Bharati Ray (DIN 06965340) was appointed as an Independent Woman Director on the Board

on 7th April, 2015 subject to the approval of the shareholders at their forthcoming 79th Annual General Meeting.

Mr. Prasad, Mrs. (Prof.) Ray & Mr. Ratan Lal Gaggar (DIN 00322904) another Independent Director, are not liable to retire by rotation in terms of the provisions of Section 149(13) of the Companies Act, 2013.

Mr. Sanjoy Saha (DIN 00226685) retired from his position of Executive Director (Whole-time Director) with effect from 1st May, 2015 and thus ceased to be a Director on the Company''s Board. The Board acknowledges and places on record the invaluable contributions rendered by Mr. Saha both as an employee and as a Whole-time Director of the Company during his long association with the Company.

The Board of Directors of the Company, at its meeting held on 7th April, 2015, re-appointed Mr. Indrajit Sen (DIN 00216190) as the Managing Director of the Company for a further period of three years with effect from 1st May, 2015 subject to the approval of the shareholders at their forthcoming 79th Annual General Meeting.

Mr. Sanjay Bagaria, Chairman, retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

The Company has received, at the first meeting of the Board of Directors held during the Current Financial Year 2015-16, the declarations pursuant to Section 149(7) of the Companies Act, 2013 from Mr. Ratan Lal Gaggar, Mr. Ravi Ranjan Prasad & Mrs. (Prof.) Bharati Ray, Independent Directors of the Company, to the effect that they meet the criteria of independence as specified in Section 149(6) of the said Act.

The Nomination & Remuneration Committee of the Board has devised and the Board has duly adopted a Board Diversity Policy dealing with Board composition and appointments, which is available on the Company''s website. The Nomination & Remuneration Committee nominates new appointees to the Board and the appointments are made by the Board.

The Nomination & Remuneration Committee of the Board has also formulated the criteria for determining the qualifications, positive attributes and independence of Independent Directors to be appointed on the Board of the Company.

REMUNERATION POLICY

The Nomination & Remuneration Committee of the Board has devised and the Board has duly adopted a Remuneration Policy, relating to the remuneration for the Directors, Key Managerial Personnel and other employees of the Company.

The Remuneration Policy of the Company ensures that the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate the employees in order to run the Company successfully. The Policy sets out the guiding principles for determining the remuneration payable to the Directors, Key Managerial Personnel and other employees of the Company.

The remuneration payable to the Executive Directors is recommended by the Nomination & Remuneration Committee based on the guiding principles as set out in the Remuneration Policy and subject to the approval of the Board and the shareholders.

As regards the Non-Executive Directors, the Board, from time to time, determines the sitting fee payable for attending each meeting of the Board or Committee thereof within the overall limits fixed under the Companies Act, 2013 and rules made thereunder. The Non-Executive Chairman is paid a Commission @ 1% of the net profits of the Company with the approval of the Board and shareholders.

The employees of the Company are assigned grades according to their qualifications and work experience, competencies as well as their roles and responsibilities in the Company. Individual remuneration is determined within the appropriate grade and is based on various factors such as job profile, skill sets, seniority, experience and prevailing remuneration levels for equivalent jobs.

BOARD EVALUATION

The Nomination & Remuneration Committee of the Board has formulated the criteria for evaluating the performance of the Board and the individual Directors and the same has been adopted by the Board. The Independent Directors, in their separate meeting, evaluate the non-independent Directors and the Board as a whole once a year. The Independent Directors are evaluated individually once a year by the entire Board sans the Independent Director being evaluated. The various Committees of the Board are evaluated by the Board once a year. The first such evaluation of the Board as a whole, its various Committees and of the individual Directors has been completed.

OTHER KEY MANAGERIAL PERSONNEL

Mr. Suhas Chandra Saha, hitherto acting as the Company Secretary & Chief Financial Officer of the Company, ceased to be Chief Financial Officer with effect from 1st February, 2015 but continues to be the Company Secretary. Mr. Asish Kumar Neogi was appointed as the Chief Financial Officer of the Company with effect from 1st February, 2015.

AUDITORS'' REPORT

There are no reservations, qualifications or adverse remarks in the Auditors'' Report on the Annual Financial Statements for the Financial Year ended 31st March, 2015.

AUDITORS

In accordance with Section 139 of the Companies Act, 2013, M/s. Lodha & Co., Chartered Accountants, were appointed as the Statutory Auditors of the Company at the 78th Annual General Meeting (AGM) of the shareholders of the Company held on 12th September, 2014, for a period of three years with effect from the conclusion of the said 78th AGM till the conclusion of the 81st AGM subject to ratification at the 79th & 80th AGMs. They having expressed their willingness to continue in office and having further confirmed that their appointment, if ratified, shall be within the limits specified in Section 141(3)(g) of the Companies Act, 2013, the Board recommends to the shareholders, the ratification of the appointment of M/s. Lodha & Company as the Statutory Auditors of the Company at the ensuing Seventy-Ninth Annual General Meeting of the shareholders of the Company.

COST AUDIT

M/s. S. Datta & Co., Cost Accountants in Practice, who conducted the audit of the cost accounting records relating to all the products manufactured by the Company across all its plants for the Financial Year 2013-14 pursuant to Order No. F.No. 52/26/CAB-2010 dated 24th January, 2012, issued by the Cost Audit Branch, Ministry of Corporate Affairs, Government of India under Section 233B of the Companies Act, 1956, filed the Cost Audit Report with the Ministry of Corporate Affairs, Government of India on 30th September, 2014. The due date for filing the said report was 30th September, 2014.

In terms of the Companies Act, 2013 and the rules made thereunder, audit of the cost accounting records relating to the products manufactured by the Company is not applicable for the Financial Year 2014-15.

AUDIT COMMITTEE

The Audit Committee of the Board, as on date, consists of Mr. Ravi Ranjan Prasad, Chairman of the Committee & Independent Director, Mr. Ratan Lal Gaggar, Independent Director and Mr. Indrajit Sen, Managing Director. For further details, please refer to the Report on Corporate Governance forming part of this Annual Report.

SECRETARIAL AUDIT REPORT

The Secretarial Audit Report for the Financial Year ended 31st March, 2015 issued by Mr. Arup Kumar Roy, Company Secretary in Practice, Secretarial Auditor of the Company, is annexed to this Report and marked as Annexure VI as required under Section 204 of the Companies Act, 2013.

There are no reservations, qualifications or adverse remarks in the said Secretarial Audit Report.

LOANS, GUARANTEES OR INVESTMENTS U/S 186

The Company has not granted any loans to other bodies corporate nor has the Company given any guarantees or provided any security for loans by other bodies corporate under Section 186 of the Companies Act, 2013.

The Company invests its surplus fund in Fixed Deposits with banks or in Fixed Maturity Plans with Mutual Fund Houses, which are fixed income bearing debt funds. The Company has invested Rs. 50 lac in the equity shares of its Joint Venture Company, Mozer Process Technology Pvt. Ltd.

RISK MANAGEMENT

The Company has a Risk Management Plan in place approved by the Board of Directors. The Risk Management Committee is responsible for the implementation of the plan and reporting thereon to the Board.

INTERNAL FINANCIAL CONTROLS

In the opinion of the Board, the internal financial controls with reference to the Financial Statements established by the Board are adequate. During the year, such controls were tested and no material weakness in the design, operation or implementation thereof was observed.

CORPORATE GOVERNANCE

In compliance with Clause 49 of the Equity Listing Agreement with Stock Exchanges relating to Corporate Governance, the following Reports/Certificates are attached which form part of this Annual Report :

i) Management Discussions and Analysis Report.

ii) Report on Corporate Governance.

iii) Certification by CEO/CFO.

iv) Declaration from the Managing Director on compliance of Code of Conduct by the Directors and Senior Management Personnel.

v) Auditors'' Certificate regarding compliance of conditions of Corporate Governance.

CORPORATE SOCIAL RESPONSIBILITY

In accordance with Section 135 of the Companies Act, 2013, a Corporate Social Responsibility (CSR) Committee of the Board of Directors of the Company has been constituted which, as on date, consists of Mr. Sanjay Bagaria, Chairman of the Committee, Mrs. (Prof.) Bharati Ray, Independent Director & Mr. Ratan Lal Gaggar, Independent Director. The CSR Committee has developed a CSR Policy which has been duly approved by the Board and is available on the website of the Company. The CSR Committee is responsible for implementing the CSR Policy of the Company and reporting thereon to the Board.

An Annual Report on CSR Activities including the Responsibility Statement of the CSR Committee for the Financial Year ended 31st March, 2015 as required under Section 135 of the Companies Act, 2013, read with Rule 8 of the Companies (Corporate Social Responsibility) Rules, 2014 are set out in Annexure-V, forming part of this Report.

VIGIL MECHANISM

Pursuant to Section 177 of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and revised Clause 49 of the Equity Listing Agreement with Stock Exchanges, the Board of Directors of the Company have established a Vigil Mechanism (Whistle Blower Policy) of the Company for the purpose of enabling the Directors and Employees to report unethical behaviour, actual or suspected fraud and violation of the Company''s Code of Conduct or ethics policy, and the same has been posted on the website of the Company. The Audit Committee of the Board is responsible for overseeing/ monitoring the functioning and implementation of the Vigil Mechanism which is available on the Company''s website.

HUMAN RESOURCE MANAGEMENT

The human resource development programmes in various areas are undertaken on an ongoing basis. INDUSTRIAL RELATIONS

Industrial relations for the year under review at all units remained cordial.

FIXED DEPOSITS

The Company did not have any outstanding fixed deposits as on 31st March, 2015 or as on 31st March, 2014. The Company did not accept any fixed deposits during the year.

CREDIT RATINGS

In March, 2014, credit rating agency ICRA Limited had reaffirmed the [ICRA]A (pronounced as ICRA A) long-term scale rating (signifying an adequate degree of safety regarding timely servicing of financial obligations and carrying low credit risk) assigned to the Rs. 12.25 crore fund based and t 21.00 crore non- fund based working capital credit facilities enjoyed by the Company from its bankers. The outlook on the long-term scale rating had been revised from Stable to Negative. ICRA had also reaffirmed the [ICRA]A1 (pronounced as ICRA A one) short-term scale rating (signifying a very strong degree of safety regarding timely payment of financial obligations and carrying lowest credit risk) assigned to the Rs. 10.00 crore fund based sub-limits and Rs. 5.00 crore non-fund based sub limits within the overall working capital credit facilities enjoyed by the Company from its bankers. However, the credit ratings are due for a review in June, 2015.

QUALITY CERTIFICATIONS

The Quality Management Systems of the Company with respect to all its plants - at Baidyabati, Nagpur & Aurangabad - and also its Corporate Office at Kolkata, have been certified by the Indian Register Quality Systems (Accreditation by RvA, the Netherlands) to conform to the requirements of the Standard ISO 9001:2008.

GENERAL

No significant or material orders have been passed by the regulators or courts or tribunals impacting the going concern status of the Company or the Company''s operations in future.

An Internal Complaints Committee as required under the recently enacted The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013, has been formed.

ACKNOWLEDGEMENT

Your Directors take this opportunity to thank all government authorities, banks, customers, suppliers and shareholders, for the continuous support extended by them to the Company. Your Directors place on record their appreciation for the dedication and commitments of the employees at all levels in achieving and sustaining excellence in all areas of the operation of the Company.

For & on behalf of the Board

Kolkata Sanjay Bagaria 8th May, 2015 Chairman


Mar 31, 2014

To the Members,

The Directors take pleasure in presenting the Seventy-eighth Annual Report together with the Audited Accounts of the Company for the Financial Year ended 31st March, 2014 :

FINANCIAL HIGHLIGHTS

(Rs. in lacs)

2013-14 2012-13

Profit before depreciation, interest 556.35 1255.93 & tax

Less: Interest 75.71 121.77

Depreciation 414.24 489.95 403.22 524.99

Profit before Tax 66.40 730.94

Less: Provision for Income Tax -

Current Tax 2.70 337.23

Deferred Tax (reversal)/charge (16.11) (13.41) (54.25) 282.98

Profit after Tax 79.81 447.96

Profit brought forward from last year 144.30 148.07 Profit available for appropriations 224.11 596.03

Appropriations :

General Reserve 35.00 311.91

Proposed Dividend 35.85 119.51

Tax on Proposed Dividend 6.09 20.31

Balance carried over to Balance Sheet 147.17 144.30

224.11 596.03

DIVIDEND

Your Directors recommend a dividend of 15% (i.e. Rs. 1.50 per equity share) on 23,90,276 equity shares of Rs.10/- each for the financial year ended 31st March, 2014. The dividend, if approved at the forthcoming Annual General Meeting, will absorb Rs. 35.85 lac excluding tax on dividend of Rs. 6.09 lac.

OPERATIONS

During the year under review, the industrial slowdown continued and the capital goods sector had a negative growth. Worst affected were the mining and steel industry, which are major business areas of your Company. The slowdown in the market demand together with continued increase in input costs affected the performance of your Company for the year under review. The sales for the year was Rs. 9661 lac as compared to Rs. 11843 lac of the previous year and the operating surplus for the year was Rs. 66 lac as compared to Rs. 731 lac for the previous year.

FUTURE OUTLOOK

Since January 2014, the business environment showed marginal improvement and your Company expects this to improve further during the current year.

During the year, the Joint Venture Company with Allgaier Werke GmbH, Germany for Mozer Dryers and Coolers has been established and your Company has made necessary investments at their Nagpur Plant to commence manufacture of the Dryers and Coolers. This product is expected to contribute to the performance of the Company in the current and future years.

HUMAN RESOURCE MANAGEMENT

The development programme in various operational areas has been undertaken as an ongoing programme. INDUSTRIAL RELATIONS

Industrial relations for the year under review at all units remained cordial.

FIXED DEPOSITS

The Company did not have any outstanding fixed deposits as on 31st March, 2014 or as on 31st March, 2013. The Company did not accept any fixed deposits during the year.

TECHNOLOGY AND FOREIGN EXCHANGE

As required under 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, particulars regarding Technology Absorption, Foreign Exchange Earnings and Outgo are set out in Annexure-I, forming part of this Report.

PARTICULARS OF EMPLOYEES

A statement as required under Section 217(2A) of the Companies Act 1956, read with the Companies (Particulars of Employees) Rules 1975, forming part of this Report, is annexed. (Annexure - II).

CAPITAL EXPENDITURE

In view of the ongoing business environment, there was no significant capital expenditure for the year under review. The total capital expenditure incurred for the year was Rs. 154.27 lac.

CONSERVATION OF ENERGY

The Company is continuing with the efforts to conserve energy and have plans to progressively undertake energy audit at all manufacturing plants for taking further appropriate measures as considered necessary.

CORPORATE GOVERNANCE

In compliance with Clause 49 of the Listing Agreement relating to Corporate Governance, the following Reports/Certificates are attached which form part of this Annual Report :

i) Report on Corporate Governance.

ii) Certificate of CEO/CFO.

iii) Declaration from the Managing Director on compliance of Code of Conduct by the Directors and Senior Management Personnel.

iv) Auditors'' Certificate regarding compliance of conditions of Corporate Governance.

v) Management Discussions and Analysis Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors, to the best of their knowledge and belief, confirm that:

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

ii) appropriate accounting policies have been selected and applied consistently and such judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2014 and of the profit of the Company for the year ended on that date;

iii) 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 fraud and other irregularities; and

iv) the Annual Accounts have been prepared on a going concern basis.

COST AUDIT

M/s. S. Datta & Co., Cost Accountants in Practice, who conducted the audit of the cost accounting records relating to all the products manufactured by the Company across all its plants for the Financial Year 2012-13 pursuant to Order No. F.No. 52/26/CAB-2010 dated 24th January, 2012, issued by the Cost Audit Branch, Ministry of Corporate Affairs, Government of India under Section 233B of the Companies Act, 1956, filed the Cost Audit Report with the Ministry of Corporate Affairs, Government of India on 30th September, 2013. The due date for filing the said report was 30th September, 2013.

M/s. S. Datta & Co., Cost Accountants in Practice, have again been appointed by your Board as the Cost Auditors of the Company for the Financial Year 2013-14 and the said appointment has been duly approved by the Central Government. The Cost Audit Report for the said Financial Year 2013-14 shall be filed within the due date.

DIRECTORS

Mr. Prasanta Kumar Mallik, who had been a Director of the Company since 29th April, 2004, ceased to be a Director of the Company with effect from 26th February, 2014 due to his sad demise. The Board acknowledges the invaluable contribution rendered by Mr. Mallik during his tenure as a Director of the Company.

Mr. Sanjay Bagaria, Chairman, retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

In accordance with the Companies Act, 2013, the appointments of Mr. Sukhendu Ray & Mr. Ratan Lal Gaggar, Independent Directors, has been formally ratified by the Board with effect from 1st April, 2014 for a period of five years which is subject to confirmation by the shareholders at the ensuing Annual General Meeting. Mr. Ray & Gaggar are not liable to retire by rotation in accordance with the said new Act.

AUDITORS

M/s. Lodha & Company, Chartered Accountants - Auditors of the Company, retire at the conclusion of the forthcoming Annual General Meeting and, being eligible, offer themselves for re-appointment. In accordance with Section 139 of the Companies Act, 2013, the Board has recommended to the shareholders the re- appointment of M/s. Lodha & Company as the Statutory Auditors of the Company for a period of three years with effect from the conclusion of the ensuing Seventy-Eighth Annual General Meeting of the shareholders of the Company.

CORPORATE SOCIAL RESPONSIBILITY

In accordance with Section 135 of the newly enacted Companies Act, 2013, a Corporate Social Responsibility (CSR) Committee of the Board of Directors of the Company has been constituted with effect from 2nd May, 2014 with Mr. Sanjay Bagaria (Chairman of the Committee), Mr. Sukhendu Ray & Mr. Ratan Lal Gaggar as its members for the purpose of recommending to the Board the CSR policy of the Company and the amount of expenditure to be incurred by the Company for CSR activities as well as for monitoring the implementation of the CSR policy.

ACKNOWLEDGEMENT

Your Directors take this opportunity to thank all government authorities, banks, customers and shareholders, for the continuous support extended by them to the Company. Your Directors place on record their appreciation for the dedication and commitments of the employees at all levels in achieving and sustaining excellence in all areas of the operation of the Company.

For & on behalf of the Board

Kolkata S. Bagaria

20th May, 2014 Chairman


Mar 31, 2013

To the Members,

The Directors take pleasure in presenting the Seventy-seventh Annual Report together with the Audited Accounts of the Company for the financial year ended 31st March, 2013 :

FINANCIAL HIGHLIGHTS

(Rs. in lacs)

2012-13 2011-12

Profit before depreciation, interest, 1255.93 1778.64 exceptional items & tax

Less: Interest 121.77 84.08

Depreciation 403.22 524.99 363.59 447.67

Profit before Tax & Exceptional Items 730.94 1330.97

Add: Exceptional Items 988.84

Profit before Tax 730.94 2319.81

Less: Provision for Income Tax

Current Tax 337.23 379.21

Deferred Tax (reversal)/charge (54.25) 282.98 294.67 673.88

Profit after Tax x 447.96 1645.93

Profit brought forward from last year 148.07 141.04

Profit available for appropriations 596.03 1786.97

Appropriations :

General Reserve 311.91 1500.00

Proposed Dividend 119.51 119.51

Tax on Proposed Dividend 20.31 19.39

Balance carried over to Balance Sheet 144.30 148.07

596.03 1786.97

DIVIDEND

Your Directors are pleased to recommend a dividend of 50 % (i.e. Rs. 5/- per equity share) on 23,90,276 equity shares of Rs.10/- each for the financial year ended 31st March, 2013. The dividend, if approved at the forthcoming Annual General Meeting, will absorb Rs. 119.51 lac excluding tax on dividend of Rs. 20.31 lac.

OPERATIONS

Your Company achieved sales of Rs. 11843 lac during the year under review as compared to Rs. 10587 lac for the previous year. The operating surplus for the year was Rs. 731 lac as compared to previous year’s earnings of Rs. 1331 lac.

The year under review was marked with unabated industrial downturn especially in the capital goods sector, where the growth declined to 0.9% as against 3.7% of the previous year. Further, insufficient demand led to aggressive market competition and unfavourable price.

The demand for Sugar Sizers, which contributes substantially to the performance of the Company, dropped sharply during the year because of inadequate production of sugarcane.

The export of components to the collaborators also declined during the year by over 20% as a consequence of the overall global industrial downturn.

Other factors which affected performance was the continued increase in the input costs, transportation cost and power cost.

On account of the above unfavourable conditions, the operating surplus for the year declined in comparison with that of previous year.

Though the position is yet to change in any significant manner, there are indications that the market is likely to improve in the latter part of the current year.

During the year the Company has successfully executed the crushing & screening plant contract received from Danieli for a Myanmar project. This area is expected to grow in the future years to contribute to the growth of the company.

FUTURE OUTLOOK

To circumvent the market downturn, the Company decided to expand its product range and entered into an agreement with Allgaier Werke GmbH, Germany for manufacture and marketing of sophisticated Rotary Dryers and Coolers. This product finds a wide range of application in the mineral, chemical, fertilizer and other industries.

Allgaier manufactures these equipment under brand name of ‘Mozer’ who are considered to be the technology leader in this product segment. The technology of Allgaier Process Technology is far advanced than the Rotary Dryers technology currently available in India. This agreement is in two parts -

1. A license agreement between your Company and Allgaier Process Technology Limited for manufacture of Rotary Dryers and Coolers.

2. Forming a marketing Joint Venture Company with 50:50 equity participation between your Company and Allgaier Werke GmbH for marketing of Rotary Dryers and Coolers manufactured by your Company under license as mentioned above.

These products are also synergic to other equipment manufactured by your Company such as Screens, Feeders, etc. as they work in tandem.

HUMAN RESOURCE MANAGEMENT

The development programme in various operational areas has been undertaken as an ongoing programme.

INDUSTRIAL RELATIONS

Industrial relations for the year under review at all units remained cordial.

FIXED DEPOSITS

The Company did not have any outstanding fixed deposits as on 31st March, 2013 or as on 31st March, 2012. The Company did not accept any fixed deposits during the year.

TECHNOLOGY AND FOREIGN EXCHANGE

As required under 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, particulars regarding Technology Absorption, Foreign Exchange Earnings and Outgo are set out in Annexure - I, forming part of this Report.

PARTICULARS OF EMPLOYEES

A statement as required under Section 217(2A) of the Companies Act 1956, read with the Companies (Particulars of Employees) Rules 1975, forming part of this Report, is annexed. (Annexure - II).

CAPITAL EXPENDITURE

In view of the ongoing business environment, there was no significant capital expenditure for the year under review. The total capital expenditure incurred for the year was Rs. 483 lac.

CONSERVATION OF ENERGY

The Company is continuing with the efforts to conserve energy and have plans to progressively undertake energy audit at all manufacturing plants for taking further appropriate measures as considered necessary.

CORPORATE GOVERNANCE

In compliance with Clause 49 of the Listing Agreement relating to Corporate Governance, the following Reports/Certificates are attached which form part of this Annual Report :

i) Report on Corporate Governance.

ii) Certificate of CEO/CFO.

iii) Declaration from the Managing Director on compliance of Code of Conduct by the Directors and Senior Management Personnel.

iv) Auditors'' Certificate regarding compliance of conditions of Corporate Governance.

v) Management Discussions and Analysis Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors, to the best of their knowledge and belief, confirm that:

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

ii) appropriate accounting policies have been selected and applied consistently and such judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2013 and of the profit of the Company for the year ended on that date;

iii) 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 fraud and other irregularities; and

iv) the Annual Accounts have been prepared on a going concern basis.

COST AUDIT

Mr. Anup Laha, Cost Accountant in Practice, who conducted the audit of the cost accounting records relating to Power Driven Pumps manufactured at the Company’s Baidyabati unit for the Financial Year 2011-12 filed the Cost Audit Report with the Ministry of Corporate Affairs, Government of India on 23rd February, 2013. The due date for filing the said report was 28th February, 2013.

Cost Audit of the cost accounting records for all the products manufactured by the Company has become mandatory with effect from the Financial Year 2012-13 by virtue of the Order No. F.No. 52/26/CAB-2010 dated 24th January, 2012, issued by the Cost Audit Branch, Ministry of Corporate Affairs, Government of India, pursuant to Section 233B of the Companies Act, 1956. Accordingly, M/s. S. Datta & Co., Cost Accountants in Practice, have been appointed by your Board as the Cost Auditors of the Company for the Financial Year 2012-13 and the said appointment has been duly approved by the Central Government. The Cost Audit Report for the said Financial Year 2012-13 shall be filed within the due date.

DIRECTORS

The Board of Directors of the Company re-appointed Mr. Indrajit Sen as the Managing Director of the Company for a further period of three years with effect from 1st May, 2012, which was duly approved by the shareholders of the Company vide a Special Resolution passed at the 76th Annual General Meeting of the Company held on 7th September, 2012.

The Board of Directors of the Company re-appointed Mr. Sanjoy Saha as the Executive Director (Whole- time Director) of the Company for a further period of three years with effect from 1st May, 2012, which was duly approved by the shareholders of the Company vide a Special Resolution passed at the 76th Annual General Meeting of the Company held on 7th September, 2012.

Mr. Sukhendu Ray and Mr. Prasanta Kumar Mallik retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

AUDITORS

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

ACKNOWLEDGEMENT

Your Directors take this opportunity to thank all government authorities, banks, customers and shareholders, for the continuous support extended by them to the Company. Your Directors place on record their appreciation for the dedication and commitments of the employees at all levels in achieving and sustaining excellence in all areas of the operation of the Company.

For & on behalf of the Board

Kolkata S. Bagaria

17th May, 2013 Chairman


Mar 31, 2012

The Directors take pleasure in presenting the Seventy-sixth Annual Report together with the Audited Accounts of the Company for the financial year ended 31st March, 2012 :

FINANCIAL HIGHLIGHTS (Rs. in lacs)

2011-12 2010-11

Profit before depreciation, interest, 1778.64 1804.94 exceptional items & tax

Less: Interest 84.08 66.37

Depreciation 363.59 447.67 281.10 347.47

Profit before Tax & Exceptional Items 1330.97 1457.47

Add: Exceptional Items 988.84 21.14

Profit before Tax 2319.81 1478.61

Less: Provision for Income Tax -

Current Tax 379.21 477.27

Deferred Tax (reversal)/charge 294.67 673.88 (1.19) 476.08

Profit after Tax 1645.93 1002.53

Profit brought forward from last year 141.04 140.87

Profit available for appropriations 1786.97 1143.40

Appropriations :

General Reserve 1500.00 863.00

Proposed Dividend 119.51 119.51

Tax on Proposed Dividend 19.39 19.85

Balance carried over to Balance Sheet 148.07 141.04

1786.97 1143.40

DIVIDEND

Your Directors are pleased to recommend a dividend of 50% (i.e. Rs.5.00 per equity share) on 23,90,276 equity shares of Rs.10/- each for the financial year ended 31st March, 2012. The dividend, if approved at the forthcoming Annual General Meeting, will absorb Rs.119.51 lac excluding tax on dividend of Rs.19.39 lac.

OPERATIONS

Your Company achieved sales of Rs. 10587 lac during the year under review as compared to Rs. 10556 lac for the previous year. The operating surplus declined to Rs. 1331 lac from the previous year's earnings of Rs. 1457 lac. This impairment was primarily due to the impact of rising input costs and other inflationary pressures. The deficit was more than made up by income generated through exceptional items amounting to Rs. 989 lac as against Rs. 21 lac for the year before.

During the year operations of the Company were adversely affected arising from certain industrial relations issues at the Nagpur Plant for a prolonged period of over five months. Your Directors are pleased to report that the issues under dispute have been resolved and the plant has resumed normal production since the middle of March, 2012.

The liquidity crunch in the market had also impinged on the performance of the Company for the year under review. An unfavourable outcome of this was the decision by a number of clients to suspend acceptance of deliveries within March, 2012, even though the materials in question were ready for dispatch in accordance with the client's confirmed delivery schedules. This situation, fortunately, is improving in the current year.

The commercial production of Jaw and Cone Crushers manufactured under license with Advance Engineering Ltd., Brazil commenced during the year at our Nagpur Plant and the Company also received the first order for a Crushing and Screening Plant from Danieli India for a project in Myanmar. This Project is under execution and is expected to be completed shortly.

FUTURE OUTLOOK

The present unstable condition in both international and domestic markets has not been favourable for the growth of the capital goods industry. However, the high level of technology and the reputation enjoyed by the products manufactured by your Company are expected to keep the demand of Company's products stable and with some improvement in the current and the future years.

Recognizing the difficult market situation, your Company expanded the operation by introducing new product line of Crushers and also Crushing and Screening Systems. This new business area is expected to compensate to some extent the slowdown of the capital goods market.

For manufacture of the Crushers and also to augment the overall manufacturing capability, the Company made new investments in Nagpur and Baidyabati Plants and also plans to make further investments in phased manner to keep in pace with the future business growth.

The interest in the products of gear box and geared motor Division has been increasing steadily in the last few years and with the capacity enhancement undertaken by your Company in recent past is expected to support the business growth in this area.

HUMAN RESOURCE MANAGEMENT

The Company has undertaken a major organization restructuring and development programme involving all divisions and operational areas.

The programme is aimed to lead to development, optimization and efficient engagement of the human resources currently available and to be inducted in future.

INDUSTRIAL RELATIONS

Apart from the industrial relation issue at Nagpur mentioned above, the Company's relation with staff and workmen at all units remained satisfactory.

FIXED DEPOSITS

The Company did not have any outstanding fixed deposits as on 31st March, 2012. All deposits maturing during the year were repaid.

TECHNOLOGY AND FOREIGN EXCHANGE

As required under 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, particulars regarding Technology Absorption, Foreign Exchange Earnings and Outgo are set out in Annexure-I, forming part of this Report.

PARTICULARS OF EMPLOYEES

A statement as required under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, forming part of this Report, is annexed. (Annexure-II).

CAPITAL EXPENDITURE

Keeping in view the future growth prospects in both the domestic and export markets, the Company, during the year under review, has invested in facilities which will help in upgrading the products to the international level.

CONSERVATION OF ENERGY

The Company is continuing with the efforts to conserve energy and have plans to progressively undertake energy audit at all manufacturing plants for taking further appropriate measures as considered necessary.

CORPORATE GOVERNANCE

In compliance with Clause 49 of the Listing Agreement relating to Corporate Governance, the following Reports/Certificates are attached which form part of this Annual Report :

i) Report on Corporate Governance.

ii) Certificate of CEO/CFO.

iii) Declaration from the Managing Director on compliance of Code of Conduct by the Directors and Senior Management Personnel.

iv) Auditors' Certificate regarding compliance of conditions of Corporate Governance.

v) Management Discussions and Analysis Report.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors, to the best of their knowledge and belief, confirm that:

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

ii) appropriate accounting policies have been selected and applied consistently and such judgements and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2012 and of the profit of the Company for the year ended on that date;

iii) 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 fraud and other irregularities; and

iv) the Annual Accounts have been prepared on a going concern basis.

COST AUDIT

Mr. Anup Laha, Cost Accountant in Practice, who conducted the audit of the cost accounting records relating to Power Driven Pumps manufactured at the Company's Baidyabati unit for the Financial Year 2010-11 filed the Cost Audit Report with the Ministry of Corporate Affairs, Government of India on 19th September, 2011. The due date for filing the said report was 30th September, 2011. For the Financial Year 2011-12 also, Mr. Anup Laha has been appointed as the Cost Auditor for conducting the audit of the cost accounting records relating to Power Driven Pumps manufactured at the Company's Baidyabati unit and the Cost Audit Report for the said Financial Year 2011-12 shall be filed within the due date of 30th September, 2012.

Cost Audit of the cost accounting records for all the products manufactured by the Company has become mandatory with effect from the Financial Year 2012-13 by virtue of the Order No. F.No. 52/26/CAB-2010 dated 24th January, 2012, issued by the Cost Audit Branch, Ministry of Corporate Affairs, Government of India, pursuant to Section 233B of the Companies Act, 1956. Accordingly, M/s. S. Datta & Co., Cost

Accountants in Practice, have been appointed by your Board as the Cost Auditors of the Company for the Financial Year 2012-13 subject to the approval of the Central Government.

CORPORATE SOCIAL RESPONSIBILITY

Towards the Company's Corporate Social Responsibility (CSR) initiatives, the Company, during the Financial Year ended 31st March, 2012, made a substantial donation to Akshaya Patra Foundation, Kolkata, the world's largest NGO-run School Feeding Programme, for feeding children in more than 9,000 schools from its 18 locations in 8 States.

In addition, the Company also sponsored the heart surgery of a child through the Rotary Club of South West Calcutta Trust, Kolkata.

CHANGE IN REGISTERED OFFICE

The Registered Office of the Company which was hitherto located at 107/1, Park Street, 4th Floor, Kolkata - 700 016, was shifted to the Company's new premises at Infinity Benchmark, 11th Floor, Plot No. G-1, Block EP & GP, Sector - V, Salt Lake Electronics Complex, Kolkata - 700 091, with effect from 13th October, 2011.

DIRECTORS

Mr. Indrajit Sen was appointed as Managing Director for a period of three years with effect from 1st May, 2009. The tenure of office of Mr. Sen having expired on 30th April, 2012, the Board of Directors of the Company has, subject to your approval at the forthcoming Annual General Meeting, re-appointed Mr. Sen as Managing Director for a period of three years with effect from 1st May, 2012.

Mr. Sanjoy Saha was appointed as Executive Director (Whole-time Director) for a period of three years with effect from 1st May, 2009. The tenure of office of Mr. Saha, as Executive Director (Whole-time Director) having expired on 30th April, 2012, the Board of Directors of the Company has, subject to your approval at the forthcoming Annual General Meeting, re-appointed Mr. Saha as Executive Director (Whole-time Director) for a period of three years with effect from 1st May, 2012.

Mr. Sanjay Bagaria and Mr. Ratan Lal Gaggar retire by rotation at the ensuing Annual General Meeting and, being eligible, offer themselves for re-appointment.

AUDITORS

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

ACKNOWLEDGEMENT

Your Directors take this opportunity to thank all government authorities, banks, customers and shareholders, for the continuous support extended by them to the Company. Your Directors place on record their appreciation for the dedication and commitments of the employees at all levels in achieving and sustaining excellence in all areas of the operation of the Company.

For & on behalf of the Board

Kolkata S. Bagaria

6th July, 2012 Chairman


Mar 31, 2010

The Directors take pleasure in presenting the Seventy-fourth Annual Report together with the Audited Accounts of the Company for the financial year ended 31 st March, 2010 :

FINANCIAL HIGHLIGHTS (Rs. in lac) 2009-10 2008-09 Profit before depreciation, interest and tax (PBDIT) 2128.44 1894.74 Less: Interest 32.52 63.36 Depreciation 351.03 383.55 314.96 378.32 Profit before Tax 1744.89 1516.42 Less : Provision for Income Tax Current Tax 563.20 560.39 Earlier yearsprovision/(write back) 0.16 (7.34) Deferred Tax (reversal)/charge (14.26) (52.98) Fringe Benefit Tax - 549.10 25.39 525.46 Profit after Tax 1195.79 990.96 Profit brought forward from last year 139.90 143.76 Profit available for appropriations 1335.69 1134.72 Appropriation : General Reserve 1055.00 855.00 Proposed Dividend 119.51 119.51 Tax on Proposed Dividend 20.31 20.31 Balance carried over to Balance Sheet 140.87 139.90 1335.69 1134.72

DIVIDEND

Your Directors are pleased to recommend a dividend of Rs.5.00 per equity share of Rs.10/- each for the financial year ended 31st March, 2010. The total outgo on account of dividend, if declared, at the ensuing Annual General Meeting will be Rs.119.51 lac excluding tax on dividend of Rs.20.31 lac.

OPERATIONS

For the year under review the turnover of the Company was Rs.9699 lac against Rs.9819 lac for the previous year. The profit before tax for the year increased to Rs.1745 lac, up from Rs.1516 lac for the previous year. As reported earlier the market remained depressed for the first six months of the year and recovered slowly in the later part of the year. The situation has improved considerably since the beginning of this year and a number of clients projects kept in abeyance were cleared for execution. Your Directors view the prospects for the current year with optimism with concomitant improvement in the overall performance of your Company.

FUTURE OUTLOOK

As a part of sustained efforts to expand the product portfolio, the Company entered into a license agreement with Advance Engineering Ltd., Brazil for manufacture of a range of Jaw Crushers, Cone Crushers and Roll Crushers. The crushers are synergic with the screens manufactured by the Company and would enable the Company to offer Crushing & Screening Plants and Systems for mining, cement and various other industrial applications. The Company also entered into a license agreement with Danfoss Bauer for manufacture of energy-efficient motors, currently a mandatory requirement in Europe and also expected to be applicable in India in the near future.

HUMAN RESOURCE MANAGEMENT

The initiative towards human resource development through training at various levels is continuing both in India and at the premises of the license partners. The Company has also requested the license partners to send their specialists for providing extensive training for upgrading the manufacturing standards to the current international level. This initiative is expected to result in major long-term benefits.

FIXED DEPOSIT

Total deposits with the Company as on 31st March, 2010 amounting to Rs.119.25 lac did not include any unclaimed matured deposit. All deposits matured during the year were either repaid or renewed.

INDUSTRIAL RELATIONS

Relations with the staff and workers during the year under review continued to be cordial.

PARTICULARS OF EMPLOYEES

A statement as required under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules 1975, forming part of this Report, is annexed. (Annexure - II).

CAPITAL EXPENDITURE

During the year under review the Company incurred capital expenditure of Rs.500.32 lac. This includes payments made for acquiring the patents rights of Omni Screens. The investment for plant and machinery was limited to balancing the capacity.

The current market trend indicates strong growth potential in the future years and to meet this demand, the Company plans to make substantial investments in the current year, in technology, plant and machinery to enhance and upgrade the manufacturing capability of all units.

CONSERVATION OF ENERGY

The Company is continuing the efforts to conserve energy and plans to progressively undertake energy audit at all manufacturing plants for taking further appropriate measures as considered necessary.

TECHNOLOGY AND FOREIGN EXCHANGE

As required under 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, particulars regarding Technology Absorption, Foreign Exchange Earnings and Outgo are set out in Annexure-I, forming part of this Report.

CORPORATE GOVERNANCE

In compliance with Clause 49 of the Listing Agreement relating to Corporate Governance, the following Reports/Certificates are attached which form part of this Annual Report: i) Report on Corporate Governance ii) Certificate of CEO/CFO

iii) Declaration from the Managing Director on compliance of Code of Conduct by the Directors and Senior Management Personnel

iv) Auditors Certificate regarding compliance of conditions of Corporate Governance v) Management Discussions and Analysis Report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors to the best of their knowledge and belief confirm that:

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

ii) appropriate accounting policies have been selected and applied consistently and such judgements and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2010 and of the profit of the Company for the year ended on that date;

iii) 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 fraud and other irregularities; and

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

DIRECTORS

Mr. Sanjay Bagaria and Mr. R. L. Gaggar retire by rotation at the ensuing Annual General Meeting and, being eligible, offer themselves for re-appointment.

AUDITORS

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

ACKNOWLEDGEMENT

Your Directors wish to place on record their sincere appreciation for the dedication and commitrrtent of the employees at all levels in achieving and sustaining excellence in all areas of the operation of the Company. Your Directors also take this opportunity to thank the shareholders, customers and bankers for the continuous support extended to the Company.

For & on behalf of the Board I. Sen, Managing Director Sukhendu Ray, Director Kolkata R. L. Gaggar, Director P. K. Mallik, Director 21 st May, 2010 S. Sana, Executive Director

 
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