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Directors Report of ISGEC Heavy Engineering Ltd.

Mar 31, 2016

Board''s Report

1.00 The Board hereby presents its Report for the year ended 31st March 2016.

2.00 FINANCIAL SUMMARY:

(Rs.in lacs)

Particulars As at As at 31.03.2016 31.03.2015

I. EQUITY AND LIABILITIES:

Shareholders'' Funds 92,605.42 76,976.06

Non-Current Liabilities 28,267.72 30,796.04

Current Liabilities 2,17,270.63 1,77,075.25

Total 3,38,143.77 2,84,847.35

II. ASSETS:

Fixed Assets 47,047.46 40,978.80

Other Non-current Assets 15,934.20 14,877.83

Current Assets 2,75,162.11 2,28,990.72

Total 3,38,143.77 2,84,847.35

For the year ended For the year ended 31.03.2016 31.03.2015

III. Revenue from Operations & Other Income 3,92,752.00 3,31,973.51

IV. Total Expenses 3,66,239.56 3,10,141.53

V. Profit Before Tax 26,512.44 21,831.98

VI. Tax Expenses 9,113.12 7,512.61

VII. Profit After Tax 17,399.32 14,319.37

VIII. Dividend including Tax 1,769.96 1,767.30

IX. Transfer to General Reserve - 1,431.94

X. Balance carried to Profit & Loss Account 15,629.36 11,120.13

XL Basic/Diluted Earning per Share of 236.63 194.74 Rs.10 each (Rs.)

3.00 DIVIDEND:

3.01 In the month of January, 2016 the Company declared an Interim Dividend of Rs.10/- per share. Your Directors are pleased to recommend a Final Dividend of Rs.10/- per share aggregating Rs.20/- per share (inclusive of interim and final) for the current financial year. The Final Dividend if approved and declared in the forthcoming Annual General Meeting, would result in a total outflow of Rs.884.98 lacs, including the Dividend Distribution Tax.

4.00 STATE OF COMPANY AFFAIRS AND OPERATIONS:

4.01 The adverse economic conditions continued to prevail during the year under report. Capital investment was low and competition was intense. In spite of this, your Company has grown, both in revenue as well as in profits, due to continued and intensive efforts towards up-gradation of technology, value engineering, cost control and increase in productivity.

4.02 The order book at the close of the year was healthy. The Company could sustain and also improve market share in most of its business lines.

4.03 Focus on exports continued during the year. The efforts include participation in various Industrial Exhibitions and Conferences in India and overseas. The Company could enter into new countries and increase the order booking due to these efforts. Export turnover was, however, marginally lower than last year.

BOILERS:

4.04 The first Pulverized Coal Fired Boiler of 180 MW was commissioned in June 2015. The customer is highly satisfied.

4.05 Your Company continues to maintain its leading position in the range of Boilers that it operates in.

4.06 With the commissioning of three Waste Heat Recovery Boilers, during the year under report, the Company has successfully entered into the Waste Heat Recovery Boiler market.

4.07 The first order for a Pin Hole Grate Biomass Boiler was executed during the year and is working well.

4.08 The Company has also secured its first order for Re-Heat type Circulating Fluidized Bed Combustion (CFBC) Boiler. This is likely to be commissioned early next year.

4.09 As reported in last year''s report, the Government has decided to implement "Zero Effluent Discharge" Policy for Distilleries. The Company has booked many orders for Slop (Highly Polluting Distillery Effluent) Fired Boilers. Three of the Slop Fired Boilers supplied by the Company have successfully operated during the year. This is a promising line for the future.

4.10 In order to reduce rework, both in-house and at site, the Company has started making 3-Dimensional Drawings. The Company participated in a competition and its 3-Dimensional Drawings model project namely, SIDI Bennour, Morrocco was selected for "The Innovation in Power Generation of the 2015 Be Inspired Awards" from Bentley Sustaining Infrastructure, United States of America.

4.11 With technology from Envirotherm GmbH, Germany, your Company has supplied 45 Electrostatic Precipitators (ESP) during the year. The ESPs supplied include the largest ESP for the 180 MW PC Boiler and the same is working well.

SUGAR PLANTS & MACHINERY:

4.12 The Company continues to be a global leader for the supply of Sugar Plants and Machinery.

4.13 The Company successfully commissioned seven Complete Sugar Plants during the year under report.

4.14 The Company completed a project consisting of Sugar Plant of 3500 Tonnes Per Day capacity and 15 Mega Watt Co-generation Plant on a turnkey basis, including civil work, in a record time of little over 11 months.

4.15 The Company has also entered into supplying of Sugar Refinery projects and two such projects are under execution.

4.16 Supply of Bio-Ethanol (Distillery) projects is turning out to be a promising line. Three such projects are under execution.

4.17 The Company continues to focus on Spares, Repairs & Maintenance and Operation & Management business for Boilers and Sugar Plants and has booked substantial orders.

EPC POWER PLANTS:

4.18 Your Company has achieved leadership position in the Indian market. It has also secured orders from the overseas market. Three such orders are under execution.

4.19 As Captive Power Generation capacity addition continues to be on a decline, the Company has taken steps to enter into EPC work for Railways, Waste Water Treatment Plants and Bulk Material Handling for Mines and Ports.

PRESSES & CONTRACT MANUFACTURING:

4.20 The Automobile Sector, the main user industry for Presses, remained stagnant both in India and abroad during the year. However, the Company could retain its market share in the domestic market.

4.21 Due to sustained efforts in developing the export market, particularly in North America where the Company has its own representative, it could book substantial export orders during the year under report.

4.22 The first CNC Vertical Turning Lathe Machine is expected to be delivered during the current year.

4.23 The Company could secure good orders for Contract Manufacturing of sophisticated equipment to be supplied to the Indian Railways.

4.24 The Company entered into a Collaboration Agreement with Neuson Hydrotec GmbH, GaisbergerstraBe 52, 4030 Linz, Austria for manufacture and sale of Nosing Press Plant, Forging Plant, Forging Complex Press and Straightening Press.

PROCESS EQUIPMENT:

4.25 The fall in crude prices caused a slow down in the demand for Process Equipment for the Oil & Gas Sector. The diversification in the product range helped securing substantial orders from domestic as well as export markets for Fertilizer Plants. In order to offer faster delivery, the Company added equipments to de-bottleneck the plant.

4.26 The Company successfully manufactured Low Pressure and Medium Pressure Decomposers for the Fertilizer Industry. In addition, the Company, for the first time, supplied Chain Type Heat Exchangers for a Fertilizer Plant and also Low Pressure Heaters for the Nuclear Power Corporation of India Limited.

TUBING AND PIPING:

4.27 The Company continues to do well in the Tubing & Piping business. The Company increased its Piping manufacturing capacity substantially. In order to cater to the high end market including the Oil & Gas sectors, the Company installed a Cold Pipe Bending Machine to bend pipes up to 200 nb (nominal bore) x 25 mm thick. An Induction Bending Machine for bending 600 nb (nominal bore) x 60 mm thick pipes is expected to be installed in the second quarter of the current year.

CONTAINERS:

4.28 The Company continues to have substantial market share in India and abroad and is doing well. The Company supplied a record number of Containers during the year.

IRON FOUNDRY:

4.29 The Iron Foundry, which manufactures specialized Ferrous and Gray Iron Castings, secured substantial orders and it has a record order book. The expansion scheme started last year was completed during the year on time. The Company started exports last year and this has shown high potential. More orders have been booked during the year under report.

STEEL FOUNDRY:

4.30 The Steel Castings market remained depressed for most of the year. In the latter part of the year some of the projects in Steam and Hydro sector took off. This resulted in the booking of good orders.

4.31 The thrust on Pumps and Valve Castings enabled the Company to book good orders from this Sector.

4.32 The Company could book development orders for Nodular Iron Pedestals from BHEL, which are being manufactured in India for the first time.

4.33 The export market has been dull as the European customers also struggled for business.

4.34 The Company is developing exotic grades such as Duplex, Super Duplex and Nickel based Alloys, for increasing its market share.

5.00 REPORT ON THE PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARIES AND JOINT VENTURE COMPANIES:

A) SARASWATI SUGAR MILLS LIMITED (WHOLLY OWNED SUBSIDIARY COMPANY):

(i) The imbalance between sugarcane prices and sugar prices continued during the year under report and the Company suffered a loss of Rs.15.37 crores during the year. It may be pertinent to note that unless sugarcane prices and sugar prices are linked, the Sugar Sector will continue to be in a difficult situation.

Season 2015-16:

(ii) As the situation was not good, your Company represented, both by way of letters written to the Haryana Government and also personally at the meetings of Sugarcane Control Board as well as with the officials of the Haryana Government, that the factory would not buy sugarcane in case the amount payable by the Mills towards cane price was more than its capacity to pay. Similar representations were made by all the sugar mills in Haryana.

(iii) This led to uncertainty among the farmers and affected the planting of sugarcane.

(iv) Realizing the difficult position, the Haryana Government did not increase the State Advised Sugarcane price. The Industry was also successful, indirectly, in linking the sugarcane prices with sugar prices. Depending on the price of sugar every month, the mills were required to disburse a portion of sugarcane price themselves and the balance portion was to be disbursed after receipt of an equivalent amount as interest free loan from the Haryana Government. The repayment of loan is to be made annually to the extent of 30% of the net profit every year. The Haryana Government agreed to treat the portion of the loan remaining unpaid after a period of 10 years as subsidy.

(v) The Haryana Government also promised remission of Purchase Tax.

(vi) Based on the above decisions of the Haryana Government, your factory started crushing operations on 28th November, 2015.

(vii) The working of the sugar factory during the season was excellent. Statistical position is given below:

Particulars Sugar Season

(October to September)

2015-16 2014-15

All India Production of Sugar (Lac Tonnes) *253 284

All India Consumption of Sugar (Lac Tonnes) *255 250

Production of Sugar by Saraswati Sugar Mills (Lac Tonnes) 1.37 1.56

Cane Crush by Saraswati Sugar Mills (Lac Tonnes) 11.91 14.39

Recovery (%) \ 11.55 10.95

*These are estimated as the sugar season is yet to close. Source: Indian Sugar Mills Association.

(viii) Your Company has cleared all the cane dues except an amount of Rs.45 crores. This will be disbursed on receipt of loan (as described above) from the Haryana Government. A representation has been made to the Haryana Government for early disbursement to avoid hardship to the farmers.

(ix) The Central Government, in order to improve sugar prices, notified the Minimum Indicative Export Quota (MIEQ) Scheme for export of a minimum quantity of sugar by each factory from 1st October 2015 to 30th September 2016. The Central Government also notified a scheme for extending Production Subsidy @ Rs.4.50 per quintal of cane crushed during the Season 2015-16 to enable factories to clear cane arrears. The payment of subsidy was subject to export of at least 80% of the quota notified under the MIEQ Scheme.

(x) Due to drought conditions prevailing in sugar producing States, the estimated production for the season is less than the production estimated at the beginning of the season. There has been export of some sugar under the MIEQ Scheme. This has resulted in increase in the sugar prices in the last few months. The Government of India, therefore, vide Notification dated 19th May 2016 has withdrawn the Production Subsidy Scheme with immediate effect.

(xi) The Industry understands that there is no further obligation to export under MIEQ Scheme and also that the Production Subsidy will be disbursed proportionately to the sugar exported till 19th May, 2016.

Season 2016-17:

(xii) In various meetings held with the Haryana Government officials and also by written submissions, the Company has impressed upon the Haryana Government to find a long term solution and decide a methodology for linking sugarcane price with sugar price so that the factory can take decisions about bonding of cane and start of crushing operations for the coming season.

(xiii) It has further been stated that decision should be made at the earliest in the interest of both the farmers, as well as the factories.

B) ISGEC HITACHI ZOSEN LIMITED (IHZU [SUBSIDIARY AND TOINT VENTURE COMPANY]:

(i) The Joint Venture Company made a reasonable profit during the year in spite of a lower turnover.

(ii) The Company started the year with a lower order book as compared with the previous year and it was under loaded in the first quarter and part of the second quarter. However, some of the orders, booked with shorter cycle time, could be dispatched resulting in full utilization of capacity for the latter part of the year.

(iii) During the year the Joint Venture Company, for the first time, successfully supplied several critical equipment such as Ammonia Converter as per Haldor Topsoe Process for a Refinery, Carbamate Condenser for the Fertilizer Industry and Hydro Processing Reactor as per CLG (Chevron Lummus Global) Process for the Petroleum Industry.

(iv) As for the current year, due to substantial orders booked by the Company in the recent past, the order book is looking good. The important orders include orders for a Reactor in Vanadium Modified Material for a Refinery, one Urea Reactor and one Carbamate Condenser as per Casale Process for a Fertilizer Plant and a repeat order from Toyo for a Urea Reactor and Stripper for an overseas project.

C) ISGEC TITAN METAL FABRICATORS PRIVATE LIMITED [SUBSIDIARY AND TOINT VENTURE COMPANY]:

(i) The Joint Venture with Titan Metal Fabricators, a US company, has been formed to manufacture Heat Exchangers, Vessels and other related products in exotic metals such as Titanium, Tantalum, Zirconium, Niobium and Hastelloy.

(ii) Until the volume of manufacturing increases, the equipments will be manufactured in your Company. The reimbursement of the cost of manufacture and the sharing of profit will be in accordance with an agreed formula provided in the Joint Venture Agreement.

(iii) The first order has been booked and is likely to be supplied by June 2016.

D) ISGEC FOSTER WHEELER BOILERS PRIVATE LIMITED [SUBSIDIARY AND TOINT VENTURE COMPANY]:

(i) Your Company has multiple Collaboration Agreements with Amec Foster Wheeler of USA. The Joint Venture was formed for doing the engineering services for both Isgec, as well as Foster Wheeler.

(ii) In absence of any project for which engineering services were required, the Joint Venture Company did not commence any activity.

(iii) Amec Foster Wheeler is likely to be awarded a major project and the engineering activity may have to be undertaken by the Joint Venture Company during the current year.

E) OTHER WHOLLY OWNED SUBSIDIARY COMPANIES:

(i) Free Look Software Private Limited & Isgec Exports Limited:

There was no commercial activity during the year.

(ii) Isgec Engineering & Projects Limited:

The property purchased by the Company at Kasauli has been let out. There was no other commercial activity during the year.

(iii) Isgec Covema Limited:

The Company executed one construction project during the year.

6.00 EXTRACT OF ANNUAL RETURN:

6.01 An extract of the Annual Return of the Company in prescribed form MGT-9 is annexed herewith, as Annexure-1.

7.00 NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:

7.01 The Board met four times in the financial year 2015-16 viz. on 26th May, 2015, 8th August, 2015, 31st October, 2015 and 30th January, 2016.

8.00 DIRECTORS'' RESPONSIBILITY STATEMENT:

8.01 Your Directors hereby confirm that:

(a) In the preparation of the Annual Accounts for the financial year 2015-16, the applicable Accounting Standards have been followed and there are no material departures;

(b) The Directors have selected such accounting policies with the concurrence of the Statutory Auditors and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the financial year;

(c) The Directors have taken proper and sufficient care, to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013. They confirm that there are adequate systems and controls for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) The Directors have prepared the Annual Accounts on a going concern basis;

(e) The Directors have laid down internal financial controls to be followed by the Company, and these financial controls are adequate and are operating effectively; and

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

9.00 INDEPENDENT DIRECTORS:

9.01 All the Independent Directors have furnished declarations that each of them meets the criteria of independence as provided in Sub-section (6) of Section 149 of the Companies Act, 2013.

10.00 POLICY ON DIRECTORS'' APPOINTMENT/REMUNERATION OF DIRECTORS/KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES:

10.01 The Nomination and Remuneration Committee constituted by the Company has formulated criteria for determining qualifications, positive attributes and independence of the Directors. The Committee has also recommended to the Board a Policy relating to remuneration ensuring:

(i) the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate key managerial personnel of the quality required to run the company successfully;

(ii) relation of remuneration to performance is clear and meets appropriate performance benchmarks; and

(iii) remuneration to key managerial personnel and senior management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives, appropriate to the working of the Company and its goals.

10.02 Under this Policy the Company retained a third party agency to assess the attributes of employees.

11.00 EXPLANATION OR COMMENTS ON QUALIFICATION ETC., BY AUDITORS AND COMPANY SECRETARY IN PRACTICE:

11.01 There is no qualification, reservation or adverse remark or disclaimer made by the Auditors in the Auditors'' Report or by the Company Secretary in Practice in Secretarial Audit Report needing explanation or comments by the Board.

11.02 The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company in the year under review.

12.00 PARTICULARS OF LOANS/ GUARANTEES/ INVESTMENTS:

12.01 Particulars of Loans given, Investments made or Securities provided under section 186 of the Companies Act are annexed as Annexure-2.

13.00 PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

13.01 The Company has formulated a Policy on Materiality of Related Party transactions and also on dealing with Related Party transactions as required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Policy on Related Party transactions has been disclosed on the website of the Company.

13.02 The particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013, are given in the prescribed Form AOC-2, annexed as Annexure-3.

14.00 MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY AFTER THE CLOSE OF THE YEAR:

14.01 There have been no material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

15.00 CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGO:

15.01 The required information regarding Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo is annexed hereto as Annexure-4.

16.00 RISK MANAGEMENT POLICY:

16.01 The Board has developed and implemented a Risk Management Policy for the Company, including for identifying elements of risk, which in the opinion of the Board may threaten the existence of the Company. In terms of the Policy, a detailed risk review is done by Unit Level Committee or Corporate Level Committee (depending upon value of the order) before accepting any order. All the terms and conditions, both financial and technical, are reviewed. All steps are taken to mitigate risks.

16.02 In addition, the Board has laid down a Foreign Exchange Risk Management Policy, which is implemented for hedging Forex risk.

16.03 The Company also takes adequate insurance to protect its assets.

17.00 CORPORATE SOCIAL RESPONSIBILITY:

17.01 The Company has constituted a Corporate Social Responsibility Committee of the Board of Directors as under:-

Sl. No. Name of the Committee Member Position

1. Mr. RanjitPuri (DIN: 00052459) Chairman

2. Mr. Aditya Puri (DIN: 00052534) Member

3. Mr. Vinod Kumar Sachdeva (DIN: 00454458) Member

17.02 In addition to the amount of Rs.172.76 lacs pertaining to the previous year, the Company was required to spend a further amount of Rs.257.60 lacs for the year ended 31st March 2016 i.e. an aggregate amount of Rs.430.36 lacs for the two years.

17.03 The Company has spent Rs.319.73 lacs as under:-

a) On the Social Projects including expenditure in areas around Yamunanagar : Rs.119.73 lacs

b) Contribution to Prime Minister''s National Relief Fund : Rs.200.00 lacs

Total: Rs.319.73 lacs

17.04 Balance amount of Rs.110.63 lacs, provided in the Profit & Loss Account, will be spent during the current year in accordance with the CSR Policy of the Company.

17.05 The annual report on Corporate Social Responsibility is given in the prescribed format annexed as Annexure-5.

18.00 ANNUAL EVALUATION BY THE BOARD:

18.01 The evaluation framework for assessing the performance of the Board, Committees and Directors comprises of the following key areas:

(i) Attendance of Board Meetings and Committee Meetings by the Directors;

(ii) Quality of contribution and deliberations towards growth of the Company, guidance to the management; and

(iii) Commitment to shareholders'' and other stakeholders'' interests.

18.02 The Board evaluates performance of the Audit Committee on the basis of the Audit Reports and Financial Statements approved by the Audit Committee.

18.03 The performance of the Managing Director is evaluated by the Board on the basis of the working reports given by the Managing Director at regular intervals. The operating results are also considered for evaluating performance of the Managing Director.

19.00 DETAILS OF DIRECTORS/ KEY MANAGERIAL PERSONNEL:

19.01 Mr. Sidharth Prasad (DIN: 00074194) was appointed as Additional Director during the year.

20.00 NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE SUBSIDIARIES, JOINT VENTURE AND ASSOCIATES:

Isgec Titan Metal Fabricators Pvt. Limited was incorporated as a Joint Venture Company along with Titan Metal Fabricators, USA. The total paid-up capital is Rs.1,00,00,000/-. Your Company has contributed Rs.51,00,000 i.e. 51% and Titan Metal Fabricators, USA has contributed Rs.49,00,000, i.e. 49% subscription towards capital in August, 2015.

21.00 DETAILS OF SIGNIFICANT & MATERIAL ORDERS:

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

22.00 INTERNAL FINANCIAL CONTROLS:

22.01 The Company has adequate internal financial controls with reference to financial statements and these are working effectively.

23.00 COMPOSITION OF AUDIT COMMITTEE:

23.01 The composition of Audit Committee is as below:-

Sl. No. Name of the Committee Member Position

1. Mr. Vinod K. Nagpal (DIN: 00147777) Chairman

2. Mr. Arun Kathpalia (DIN: 00177320) Member

3. Mr. Aditya Puri (DIN: 00052534) Member

23.02 There is no recommendation by the Audit Committee which has not been accepted by the Board.

24.00 MANAGEMENT DISCUSSION & ANALYSIS REPORT AND REPORT ON CORPORATE GOVERNANCE:

24.01 The Management Discussion & Analysis Report and Report on Corporate Governance for the year under review, as stipulated under the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, are annexed as Annexure-6 and 7 respectively.

25.00 CONSOLIDATED FINANCIAL STATEMENTS:

25.01 In accordance with Section 129(3) of the Companies Act, 2013, the Company has prepared a consolidated financial statement of the Company and all its subsidiary companies, which is forming part of the Annual Report.

25.02 Further, as required under Rule 5 of the Companies (Accounts) Rules 2014, a statement in form AOC-1 containing salient features of the financial statements of the subsidiary companies is attached as Annexure-8.

26.00 DISCLOSURE REGARDING REMUNERATION AS REQUIRED UNDER SECTION 197 (12) OF THE COMPANIES ACT, 2013:

26.01 Disclosures regarding remuneration as required under Section 197 (12) of the Companies Act, 2013 are annexed as Annexures-9 and 10.

27.00 VIGIL MECHANISM:

27.01 The Company has established a Vigil Mechanism for Directors and Employees in accordance with Sub-section (9) and (10) of Section 177 of the Companies Act, 2013. Details of Vigil Mechanism are given in the Corporate Governance Report. The Vigil Mechanism has been disclosed on the website of the Company.

28.00 SECRETARIAL AUDIT REPORT:

28.01 The Board of Directors of the Company has appointed M/s. Ranjeet Verma & Associates, Company Secretaries, to conduct the Secretarial Audit.

28.02 Pursuant to Section 204 of the Companies Act, 2013, a Secretarial Audit Report given by Mr. Ranjeet Kumar Verma of M/s. Ranjeet Verma & Associates, Company Secretaries, is annexed as Annexure-11.

29.00 PERSONNEL:

29.01 The Board wishes to express its appreciation to all the employees of the Company for their contribution to the operations of the Company during the year.

30.00 INDUSTRIAL RELATIONS:

30.01 Industrial relations remained peaceful.

31.00 ACKNOWLEDGEMENTS:

31.01 Your Directors take this opportunity to thank the Financial Institutions, Banks, Government Authorities, Regulatory Authorities and the Shareholders for their continued co-operation and support to the Company.

32.00 With these remarks, we present the Accounts for the year ended March 31, 2016.



BY ORDER OF THE BOARD

Vinod Kumar Sachdeva Aditya Puri

Director Managing Director

(DIN: 00454458) (DIN: 00052534)

Place: Noida.

Date: 26th May, 2016


Sep 30, 2013

1.The Directors are pleased to present their Eightieth Annual Report on the business and operations of the Company and financial results for the year ended September 30, 2013.

2.00 FINANCIAL RESULTS:

The financial results of the Company for the year are given below:-

(Figures in Rs. Lacs)

Profit before Depreciation 15,895.00

Depreciation 5,416.39

Profit before Taxes (PBT) 10,478.61

Less: Provision for Tax (including deferred tax) 3,236.60

Profit after taxes and available for appropriations (PAT) 7,242.01

Less: a) Dividend AEA- Rs. 10/- per Equity Share of Rs. 10/-each 736.95

b) Tax on Dividend NIL

c) Transfer to General Reserve 724.20

Balance carried to Profit ACY- Loss Account 5,780.86

3.00 DIVIDEND:

3.01 The Board has recommended Dividend of Rs. 10/- per Equity Share of Rs. 10/-each, equal to the dividend declared in the preceding year.

4.00 OPERATIONS:

4.01 As the shareholders are aware, economic conditions remained difficult during the year. The Company faced the situation by intensive marketing efforts, introduction of new products and rigorous cost control.

4.02 The shareholders will be pleased to note that margins have improved.

4.03 The Company has been able to maintain export revenue at 46 ACU- of the total revenue. The revenue during the year was marginally lower at Rs. 2,555 crores against Rs. 2,700 crores in the previous year. The lower revenue was mainly due to ''hold'' by customers due to financial problems. Most of these orders have now become active.

4.04 Intensive marketing efforts continued both for domestic and export orders. The efforts included extensive visits and participation both in domestic exhibitions and international exhibitions.

4.05 The notable exhibitions in which the Company participated internationally are exhibitions at Sao Paulo, Brazil., organized by International Society of Sugarcane Technologists, at Istanbul organized by International Metal Working Technologies Exhibition and Fabtech - North America''s largest metal forming, fabricating, welding and finishing event organized by American Welding Society in Chicago.

4.06 Our share of Indian market improved visibly across the board.

4.07 Overall orders as well as export orders, as on date, are at a record level. There are, however, certain sections where significant capacity is available such as Machine Tools and Steel Castings.

4.08 Apart from other significant orders, the Boiler Division secured large orders for Oil ACY- Gas fired boilers during the year under report. These include orders from Gas Authority of India Limited, Bharat Oman Refinery Limited, Bharat Petroleum Corporation Limited.

4.09 During the year we also commissioned our largest Circulating Fluidized Bed Combustion Boiler of 425 tonnes per hour (110 Mwe) for a Steel Plant.

4.10 As reported in the last year''s Directors'' Report, we had acquired technology for Electrostatic Precipitators from a German company namely Envirotherm GmbH. We have started designing, manufacturing and supplying Electrostatic Precipitators.

4.11 The first domestic order for Pulverized Coal fired (Utility) Boiler is under execution.

4.12 The new automated facility that was commissioned in the previous year for manufacturing Boiler Pressure Parts, performed well. Large P91 headers with long stubs, T12 panels, SS 304H with T22 coils and Conical burner openings for Pulverized Coal fired boilers were manufactured for the first time. This facility received Safety Certification namely ISO 14001 and OHSAS 18001.

4.13 The domestic market for Sugar Machinery business was bad. We got a fair share of the available market.

4.14 The Machine Building Division developed new products such as Presses suitable for non-automobile applications such as white goods, tiles, etc., which could give us business in future. The Division made a significant break-through by securing an order for a highly automated Tandem Press line from the Mahindra Group. Customers, till very recently, were importing such machines.

4.15 Repeat orders for High Speed Presses were also secured from a French multinational for their plants in Mexico and China.

4.16 We have also started bidding for manufacture and supply of Vertical Turning Lathes (VTL) for which drawings and the brand ACI-Morando ACI- were bought, as mentioned in the last year''s report.

4.17 As reported in the last year''s Directors'' Report, in order to increase the scope of the Process Equipment Division, Technology Agreements were signed with Foster Wheeler Corporation, USA, for Feed Water Heaters ACY- Surface Condensers and for Breech Lock Exchangers with Belleli, Italy. The shareholders would be pleased to note that orders were secured for all these products during the year.

4.18 The Container sub-division of the Process Equipment Division has record export order booking.

4.19 The Container sub-division successfully executed export orders for liquefiable gas containers meeting several rigorous requirements including Transferable Pressure Equipment Directive, European Agreement concerning the International Carriage of Dangerous Goods by Road, Regulations concerning International Carriage of Goods by Rail and International Maritime Regulation for Dangerous Goods.

4.20 The Steel Casting Unit was the first Indian Foundry to develop Crushing Shell Castings for Mining ACY- Mineral Processing Industry. The Unit received Certification from Pressure Equipment Directorate of European Union for supplying Valves. It also received Class-A Foundry approval from Research, Design ACY- Standard Organisation of Railways (RDSO).

4.21 The Steel Casting Unit continued its efforts to book orders from other sectors namely Railways, Pumps and Valves, in view of the down-trend in the Power sector affecting the market for castings for steam turbines.

4.22 After setting up a few turnkey power plants based on coal, we have become established in the industrial coal fired power plant sector.

5.00 JOINT VENTURE COMPANY - ISGEC HITCHI ZOSEN LIMITED (IHZL):

5.01 IHZL dispatched the first Vessel manufactured by it, before the scheduled date.

5.02 As the equipments manufactured by IHZL have long manufacturing cycle, these could not be dispatched and, therefore, the revenue this year was low.

5.03 IHZL has booked good orders for supply of various complicated equipments for the Petrochemicals and Fertilizer sectors from prestigious customers both overseas and domestic. The order book is healthy.

5.04 The expansion scheme is under implementation to increase the capacity of the plant from 8,000 MT per year to 13,000 MT per year.

6.00 SARASWATI SUGAR MILLS LIMITED (SUBSIDIARY COMPANY):

6.01 The operations of the factory were satisfactory except for intermittent working during the period of agitation and strike by the cane growers.

6.02. The cane crush was 12.165 lac Tonnes against 12.724 lac Tonnes in the preceding season. The decrease was due to higher diversion of sugarcane to gur and khandsari during the period of strike and agitation by the cane growers. The recovery was, however, higher and was the highest in the Northern India.

6.03 The State Government increased the State Advised Price (SAP) steeply by Rs. 45/- per quintal for the season as compared with the price during the preceding season. Realizing the effect on the financial position due to increased prices of sugarcane, the shareholders of Saraswati Sugar Mills Limited did not approve the final dividend of Rs. 10.50 per Equity Share recommended by the Board of Directors.

6.04 With regard to Sugar Policy, the sugar mills are no longer required to supply sugar for ration at prices below cost. Further, the sugar mills are now free to sell sugar when they want, unlike previously when mills used to be given fixed quotas to sell.

6.05 Non-supply of sugar for ration below its cost price, benefitted the Sugar Industry including your factory. The sugar prices, however, decreased by over Rs. 500/- per quintal and affected financial position adversely.

6.06 As for the season 2013-14, the crushing operations are expected to start in the last week of November 2013. The cane availability is likely to be same as last year.

6.07 The Haryana Government has fixed the State Advised Prices of sugarcane as Rs. 290/-, Rs. 295/- and Rs. 301/- per quintal for late, mid and early varieties respectively. The fall in sugar prices continues. The steep increase in sugarcane price along with fall in sugar prices will result in a substantial loss in the season 2013-14.

7.00 INDUSTRIAL RELATIONS:

7.01 Industrial relations remained peaceful.

8.00 CONSOLIDATED FINANCIAL STATEMENTS:

8.01 The consolidated financial statements are attached hereto.

9.00 ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS ACY- OUTGO UNDER SECTION 217(1) OF THE COMPANIES ACT, 1956:

9.01 The statement giving the required information is annexed hereto.

10.00 PARTICULARS OF EMPLOYEES UNDER SECTION 217(2A) OF THE COMPANIES ACT, 1956, READ WITH THE COMPANIES (PARTICULARS OF EMPLOYEES) RULES, 1975:

10.01 Annexure giving certain details about the employees, in receipt of remuneration of not less than Rs. 60 lacs during the year or Rs. 5 lacs per month during any part of the year, is not annexed with the Directors'' Report. In accordance with Section 219(1)(b)(iv) of the Companies Act, the Annexure is available for inspection by any member at the registered office of the Company during working hours, 21 days before the date of the AGM.

11.00 DIRECTORS'' RESPONSIBILITY STATEMENT UNDER SECTION 217(2AA) OF THE COMPANIES ACT, 1956:

11.01 The Statement is annexed hereto.

12.00 MANAGEMENT DISCUSSION ACY- ANALYSIS REPORT UNDER CLAUSE 49 OF THE LISTING AGREEMENT:

12.01 Management Discussion ACY- Analysis Report is annexed hereto.

13.00 CORPORATE GOVERNANCE UNDER CLAUSE 49 OF THE LISTING AGREEMENT:

13.01 Report on Corporate Governance is annexed hereto.

14.00 FIXED DEPOSITS:

14.01 The amount of deposit with the Company, as at the close of the year, was well within the limits prescribed under the provisions of the Companies Act. 184 depositors of the Company had, as on September 30, 2013, not claimed their deposits up to the due dates for repayment. The amount involved was '' 112.66 lacs.

15.00 SUBSIDIARY COMPANIES:

15.01 The audited statements of the subsidiary companies along with the report of the Board of Directors and the Auditors and other statements are not attached and the company has availed exemption allowed by the Government of India, Ministry of Corporate Affairs, vide its General Circular No. 2/2011 - file no. 51/12/2007- CL-III dated 8th February, 2011, under Section 212(8) of the Companies Act, 1956.

15.02 The Company has made disclosure in the consolidated balance sheet the following information in aggregate for each subsidiary as per condition of the aforesaid Circular:-

(a) capital (b) reserves (c) total assets (d) total liabilities (e) details of investment (except in case of investment in the subsidiaries) (f) turnover (g) profit before taxation (h) provision for taxation (i) profit after taxation (j) proposed dividend.

15.03 Annual accounts of the subsidiary companies are kept for inspection by any shareholders at the registered office of the holding company as well as at the registered office of the subsidiary companies.

15.04 Hardcopy of the details of accounts of the subsidiaries shall be furnished to any shareholder on demand.

16.00 PERSONNEL:

16.01 The Board wishes to express their appreciation to all the employees of the Company for their outstanding contribution to the operations of the Company during the year.

17.00 ACKNOWLEDGEMENT:

17.01 Your Directors take this opportunity to thank the Financial Institutions, Banks, Government Authorities, Regulatory Authorities, Stock Exchanges and the Shareholders for their continued co-operation and support to the Company.

17.02 With these remarks, we present the Accounts for the year ended September 30, 2013.

By order of the Board

Vinod K. Nagpal Aditya Puri

Director Managing Director

Dated: 23 November 2013


Sep 30, 2012

1.00 The Directors are pleased to present their Seventy-ninth Annual Report on the business and operations of the Company and financial results for the year ended September 30, 2012.

2.00 FINANCIAL RESULTS:

The financial results of the Company for the year are given below:-

(Figures in Rs. Lacs)

Profit before Depreciation 14,583.53

Depreciation 4,513.07

Profit before Taxes (PBT) 10,070.46

Less: Provision for Tax (including deferred tax) 3,066.70

Profit after taxes and available for appropriations 7,003.76

Less: a) Dividend @ Rs.10/- per 736.95 Equity Share of Rs. 10/-each

b) Tax on Dividend Nil

c) Transfer to General Reserve 700.40

Balance carried to Profit & Loss Account 5,566.41

3.00 DIVIDEND:

3.01 The Board has decided to recommend Dividend of Rs. 10/- per Equity Share of Rs. 10/- each, i.e. equal to the dividend declared in the preceding year.

4.00 OPERATIONS:

4.01 The Company increased its revenues yet again. The revenue was Rs. 2,700 crores against Rs. 2,382 crores in the preceding year.

4.02 As you are aware the market conditions are not good due to sluggishness of the Indian and Global economy. Projects are held up due to issues relating to land, environment and finance. There were fewer potential orders, which were chased by many competitors. This led to pressures on margins. Efforts continued to cut costs and improve productivity and efficiency.

4.03 In spite of bad conditions, the overall order book position of the Company was not unsatisfactory. However, there are certain sections where there is significant capacity available.

4.04 Intensive efforts continued for the development of the export market and this has resulted in record export orders and revenues, this year. The export revenues were 46% of the total revenues.

4.05 During the year, besides our traditional territories, we made an aggressive entry in the Latin American market.

4.06 Your Company booked its first domestic order for Pulverised Coal Fired (Utility) Boiler based upon Foster Wheeler technology. This is a major breakthrough.

4.07 We also secured our first order for a Biomass Pin Hole Grate Boiler.

4.08 Your Company secured a repeat order from the Aditya Birla Group for a 33 MW Power Plant.

4.09 Your Company completed the installation and commissioning of 27 Boilers during the year including 11 outside India. During the year we also commissioned India''s largest Travelling Grate Boiler.

4.10 To cater to the increased requirement of pressure parts for Boilers, capacity expansion was undertaken during the year. Most of the equipments have been installed and commissioned.

4.11 In the Sugar Machinery business, your Company booked orders for six complete Sugar Plants with Co- generation including order for one sugar plant from Africa. The market share in the domestic market improved during the year. However, there were less orders in the market due to uncertainty in the Policies of State and the Central Governments with regard to sugar.

4.12 We successfully installed and commissioned Phase-I of Boiler and Sugar Process House Equipments (12000 Tonnes Cane crush power day capacity) of 24000 Tonnes cane crush per day capacity sugar plant for our customer in Sudan. Phase-II is expected to be commissioned in early 2013.

4.13 The Automobile Sector had a cautious approach towards investment during the year. Therefore, there were few orders for Presses in the domestic market. Your Company could, however, book significant orders from the export market including orders for the technologically advanced Transfer Presses for Lear, China, a group company of Lear, USA (1200 Tonnes) and Delga, Brazil (2500 Tonnes), which helped to maintain the order booking for Presses.

4.14 The Process Plant Equipment Division had lower order booking due to very few investments in the Oil & Gas and Fertilizer Sectors. Export market including West Asia was also bad. In order to increase scope of the business of this Division, Technology Agreements have been signed for Feed Water Heaters, Surface Condensers and Breech Lock Exchangers. We expect to book good orders in the current year for these products.

4.15 The order booking in the Container sub-division of the Process Plant Equipment Division continued to be good. The first order for 380 Containers for Europe is under execution. The Company would be manufacturing Containers of European specification for the first time in India.

4.16 The downtrend in Power Sector affected the customers of Steel Castings Unit in the Steam Turbine Sector. The market for Hydro Turbine was, however, good. The Steel Casting Unit increased its efforts to book orders from other Sectors namely Pumps and Valves and had a few successes.

5.00 DIVERSIFICATION:

In order to diversify into new products, your Company has:-

i) bought drawings and the brand Morando for manufacture of Vertical Turning Lathes (VTL) from an Italian Company;

ii) acquired the technology to manufacture Electrostatic Precipitators (ESP) from a German company namely Envirotherm GmbH. At present ESP, which is a pollution control device, is supplied by your Company along with almost every Boiler by purchasing this from suppliers in India. With the acquisition of this technology, the Company would be designing, manufacturing and supplying ESPs to the market;

iii) signed Technology Agreement with M/s. Belleli, Italy for the manufacture of Breech Lock Exchangers;

iv) signed Technology Agreement with Foster Wheeler of USA for the supply of design for Feed Water Heaters and Surface Condensers.

6.00 JOINT VENTURE COMPANY, ISGEC HITACHI ZOSEN LIMITED:

6.01 During the year your Company formed a Joint Venture namely Isgec Hitachi Zosen Limited along with Hitachi Zosen Corporation, Japan. It involved investment of Rs. 51 crores representing 51% of the equity of the Joint Venture Company. Hitachi Zosen Corporation, Japan contributed balance 49% of the equity.

6.02 The Joint Venture Company will benefit from the state-of-the-art technical & engineering skills of Hitachi Zosen and the manufacturing expertise of Isgec. The Joint Venture Company will cater to the specialised and critical Process Equipment requirements of refineries, fertilizer and Petrochemical Industries, across the world.

6.03 The Joint Venture Company got a breakthrough when it booked its first order, which was an EO Reactor from Reliance Industries.

7.00 SARASWATI SUGAR MILLS LIMITED (SUBSIDIARY COMPANY):

7.01 The working of the Saraswati Sugar Mills Limited during the year ended 30th September 2012 was satisfactory.

7.02 In view of higher free-sale sugar prices prevailing during the year, the financial results of the subsidiary company namely Saraswati Sugar Mills Limited were good. The profit before tax was Rs. 42.81 crores against Rs. 19.63 crores last year.

7.03 As for the season starting from October 2012, the Haryana Government has fixed State Advised Price for sugarcane at Rs. 235/-, Rs. 240/-, and Rs. 251/- per quintal for late, mid and early varieties against Rs. 221/-, Rs. 226/- and Rs. 231/- per quintal in the preceding year. The cane availability is likely to be same as last year. The All India sugar production is likely to decrease in view of drought in the sugar producing States of Western and Southern India. The financial results of the subsidiary company for the coming year will depend upon recovery, cane availability and sugar prices this sugar season.

7.04 Saraswati Sugar Mills Limited has declared dividend @ Rs. 21/- per Equity Share for the year ended 30th September 2012. It consists of interim dividend of Rs. 10.50 per Equity Share, which has since been disbursed and final dividend of Rs. 10.50 per Equity Share, which will be disbursed after approval by the Annual General Meeting of the subsidiary company.

8.00 Industrial relations remained peaceful.

9.00 CONSOLIDATED FINANCIAL STATEMENTS:

9.01 The consolidated financial statements are attached hereto.

10.00 ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGO UNDER SECTION 217(1) OF THE COMPANIES ACT, 1956:

10.01 The statement giving the required information is annexed hereto.

11.00 PARTICULARS OF EMPLOYEES UNDER SECTION 217(2A) OF THE COMPANIES ACT, 1956, READ WITH THE COMPANIES (PARTICULARS OF EMPLOYEES) RULES, 1975:

11.01 Annexure giving certain details about the employees, in receipt of remuneration of not less than Rs. 60 lacs during the year or Rs. 5 lacs per month during any part of the year, is not annexed with the Directors'' Report. In accordance with Section 219(1)(b)(iv) of the Companies Act, the Annexure is available for inspection by any member at the registered office of the Company during working hours, 21 days before the date of the AGM.

12.00 DIRECTORS'' RESPONSIBILITY STATEMENT UNDER SECTION 217(2AA) OF THE COMPANIES ACT, 1956:

12.01 The Statement is annexed hereto.

13.00 MANAGEMENT DISCUSSION & ANALYSIS REPORT UNDER OF CLAUSE 49 OF THE LISTING AGREEMENT:

13.01 Management Discussion & Analysis Report is annexed hereto.

14.00 CORPORATE GOVERNANCE UNDER CLAUSE 49 OF THE LISTING AGREEMENT:

14.01 Report on Corporate Governance is annexed hereto.

15.00 FIXED DEPOSITS:

15.01 The amount of deposit with the Company, as at the close of the year, was well within the limits prescribed under the provisions of the Companies Act. 128 depositors of the Company had, as on September 30, 2012, not claimed their deposits upto the due dates for repayment. The amount involved was Rs. 102.99 lacs.

16.00 SUBSIDIARY COMPANIES:

16.01 The audited statements of the subsidiary companies along with the report of the Board of Directors and the Auditors and other statements are not attached and the company has availed exemption allowed by the Government of India, Ministry of Corporate Affairs, vide its General Circular No. 2/2011 - file no. 51/12/2007- CL-III dated 8th February, 2011, under Section 212(8) of the Companies Act, 1956.

16.02 The Company has made disclosure in the consolidated balance sheet the following information in aggregate for each subsidiary as per condition of the aforesaid Circular:-

(a) capital (b) reserves (c) total assts (d) total liabilities (e) details of investment (except in case of investment in the subsidiaries) (f) turnover (g) profit before taxation (h) provision for taxation (i) profit after taxation (j) proposed dividend.

16.03 Annual accounts of the subsidiary companies are kept for inspection by any shareholders at the registered office of the holding company as well as at the registered office of the subsidiary companies.

16.04 Hardcopy of the details of accounts of the subsidiaries shall be furnished to any shareholder on demand.

17.00 PERSONNEL:

17.01 The Board wishes to express their appreciation to all the employees of the Company for their outstanding contribution to the operations of the Company during the year.

18.00 ACKNOWLEDGEMENT:

18.01 Your Directors take this opportunity to thank the Financial Institutions, Banks, Government Authorities, Regulatory Authorities, Stock Exchanges and the Shareholders for their continued co-operation and support to the Company.

18.02 With these remarks, we present the Accounts for the year ended September 30, 2012. By order of the Board

Vinod K. Nagpal Aditya Puri

Director Managing Director

Dated: 24 November 2012


Sep 30, 2009

1.00 The Directors are pleased to present their Seventy-sixth Annual Report on the business and operations of the company and financial results for the year ended September 30,2009.

2.00 FINANCIAL RESULTS:

(Figures in Rs. /Lacs)

2.01 The Financial Results for the year are given below:

Profit before Depreciation 10,836

Depreciation 2,832

Profit for the year 8,004

Less: Provision for Taxation including deferred tax 2,891

Proposed Dividend 737

Transfer to General Reserve 511

Balance carried to Profit & Loss Account 3,865

2.02 In spite of recession world over your Company had increase in sales for the seventh year in succession. Sales were Rs. 1,765 crore against Rs. 1,364 crore in the previous year.

2.03 The shareholders will also be pleased to see the profit that has been reported.

2.04 Export billing continued to surge and it was 30% of the total turnover.

3.00 DIVIDEND:

3.01 The Board has decided to recommend dividend of Rs. 10/- per Equity Share of Rs. 10/- each.

4.00 OPERATIONS:

4.01 The manufacturing operations of Works at Yamunanagar and Dahej were affected by the downturn in the economy. Several projects in the Oil & Refinery sectors were delayed because of low crude prices. There was improvement in this business during the last quarter. In spite of recovery in the automotive sector, new capacities are not being set up. The enquiries for presses for this sector were very few. Accordingly, efforts are being made to book orders from steel plants, railways and defence.

4.02 The market for Boilers and Sugar Machinery remains fairly good. The Company has been able to secure repeat order for two large Boilers from the Bhushan group. These will be the largest Boilers to be supplied by your Company.

4.03 With regard to Steel Castings, the export market was badly affected by the slowdown. Orders from domestic buyers were, however, satisfactory. The market has improved and an expansion to manufacture complex and larger steel castings upto 40 Tonnes is under implementation.

4.04 In view of the expected healthy demand for Standard Presses, a factory designed for standard presses is being set up at Bawal, near Gurgaon. The factory is likely to start operations in January 2010.

4.05 Orders in hand including exports are at a record level.

4.06 Important export orders include orders for the supply of two boilers to South America, one boiler to Africa, seven pressure vessels to Africa and seven heat exchangers to Europe. The Pressure Vessels for Africa will be the first equipment to be despatched by Barge from Dahej Plant.

4.07 On the domestic front, your company had a breakthrough in the Engineering Procurement and Construction (EPC) business of power plant by booking an order for a 36 MW Cogeneration Plant from Infrastructure Leasing and Financial Services Limited (IL&FS).

4.08 Other major domestic orders include an order for Coke Drums, which is the largest value single order booked by the Pressure Vessel Division and also the largest equipment to be fabricated in shop and to be delivered in a single piece. This Division has also booked an order for two Hot Separator Vessels, which will be the thickest Chromium-Molybdenum Vessel to be fabricated in the shop. Another first is the order for six Helix Exchangers with 9 Chromium & 1 Molybdenum material, which will be handled for the first time by the Division.

4.09 The Company shipped the first package type Oil and Gas fired boiler to the United States and successfully commissioned 18 boilers during the year.

4.10 As a step towards technology up-gradation, the Company has signed an agreement with a Japanese company, Hitachi Zosen, for technology transfer for the manufacture of Chrome - Moly Vanadium Reactors and critical Equipments for the Fertilizer sector.

4.11 During the year the Pressure Vessel Division manufactured and supplied a Hot Separator Column in 2.25 Chromium 1 Molybdenum with thickness 115 mm from Dahej. This is the thickest vessel manufactured by your Company in this metallurgy.

4.12 The Company successfully manufactured and supplied 2500 T Transfer Press to Europe.

4.13 Industrial relations remain generally peaceful.

4.14 As mentioned above, the orders in hand including export are at record level. However, the margins continue to be under pressure due to increase in the steel prices and competition particularly from South Korea where there is abundant spare capacity for the manufacture of Pressure Vessels and Presses.

5.00 CONSOLIDATED FINANCIAL STATEMENTS:

5.01 The consolidated financial statements are attached.

6.00 ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGO:

6.01 In compliance with the provisions of Section 217(1) of the Companies Act, 1956, the statement giving the required information is annexed hereto.

7.00 PARTICULARS OF EMPLOYEES:

7.01 The particulars of the employees as required under Section 217(2A) of the Companies Act, 1956, are given in the Annexure.

8.00 DIRECTORSRESPONSIBILITY STATEMENT:

8.01 The Directors Responsibility Statement as required under Section 217(2AA) of the Companies Act, 1956, is annexed.

9.00 MANAGEMENT DISCUSSION & ANALYSIS REPORT:

9.01 In compliance with the provisions of Clause 49 of the Listing Agreement, Management Discussion & Analysis Report is annexed.

10.00 CORPORATE GOVERNANCE.

10.01 In compliance with the provisions of Clause 49 of the Listing Agreement a report on Corporate Governance is annexed.

11.00 FIXED DEPOSITS:

11.01 207 depositors of the company had, as on September 30,2009, not claimed their deposits upto the due dates for repayment. The amount involved was Rs. 114.51 lac. The amount of deposit with the company as at the close of the year was well within the limits prescribed under the provisions of the Companies Act.

12.00 SUBSIDIARY COMPANIES:

12.01 The Audited Statements of accounts of the subsidiary companies along with the Report of Board of Directors and the Auditors Report thereon of the subsidiary companies are annexed.

12.02 A statement pursuant to Section 212 of the Companies Act, 1956, is also attached to these Accounts.

13.00 PERSONNEL:

13.01 The Board wishes to express their appreciation to all the members of the staff and workforce of the Company for their outstanding contribution to the operations of the Company during the year.

14.00 ACKNOWLEDGEMENT:

14.01 Your Directors take this opportunity to thank the Financial Institutions, Banks, Government Authorities, Regulatory Authorities, Stock Exchanges and the Shareholders for their continued co-operation and support to the Company.

14.02 With these remarks, we present the Accounts for the year ended September 30,2009.

BY ORDER OF THE BOARD

RANJITPURI Dated: 29th December, 2009 Chairman

 
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