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Directors Report of IST Ltd.

Mar 31, 2015

Dear Members,

The Directors are pleased to present the 39th Annual Report and the Company's audited financial statement for the financial year ended March 31, 2015.

FINANCIAL RESULTS

The summarized financial results for the year ended March 31, 2015 and for the previous year ended March 31, 2014 are as follows:

Rs. lacs

Particulars Standalone March 31,2015 March 31,2014

Income from Operations 1,839.04 2,131.87

Other Income 564.37 439.12

Total Expenses 2,076.49 2,091.50

Finance Cost 2.57 2.23

Profit before Tax 324.35 477.26

Tax Expenses 71.70 78.86

Share of Profit from Associates — —

Profit after Tax 252.65 398.40

Consolidated Particulars March 31,2015 March 31,2014

Income from Operations 7,694.73 7,550.75

Other Income 947.63 681.12

Total Expenses 2,453.82 2,353.41

Finance Cost 2.57 2.23

Profit before Tax 6,185.97 5,876.23

Tax Expenses 330.70 285.04

Share of Profit from Associates -29.36 224.20

Profit after Tax 5,825.91 5,815.39

APPROPRIATION OF PROFIT AFTER TAX FOR TRANSFER TO RESERVES

The Company proposes to transfer Rs.252.65 lacs to the General Reserve out of the current year Profit.

DIVIDEND

Your Directors have not recommended any dividend for the year 2014-15.

SHARE CAPITAL

During the year under review:

a. No Equity shares have been issued with differential voting rights. Hence, no disclosure is required in terms of Rule 4 (4) of Companies (Share Capital and Debentures) Rules, 2014.

b. No issue of Sweat Equity Share has been made. Hence, no disclosure is required in terms of Rule 8 (13) of Companies (Share Capital and Debentures) Rules, 2014.

c. There was no issue of Employee Stock Option. Hence, no disclosure is required in terms of Rule 12 (9) of Companies (Share Capital and Debentures) Rules, 2014.

d. There was no provision made by the Company for any money for purchase of its own shares by employees or by trustees for the benefit of employees. Hence, no disclosure is required in terms of Rule 16 (4) of Companies (Share Capital and Debentures) Rules, 2014.

e. The issued, subscribed and fully paid up share capital of the Company as on 1st April, 2014 and 31st March, 2015 remained unchanged.

THE STATE OF COMPANY'S AFFAIRS

During the year under review the gross revenue from operations of your Company has declined to Rs.1839.04 lacs

from Rs.2131.87 lacs i.e. by 13.73%, Profit before Tax has declined to Rs. 324.35 lacs from Rs.477.26 lacs i.e.

32.04% and Net Profit declined to Rs.252.65 lacs from Rs.398.40 lacs i.e. by 36.58%, as compared to the previous year.

- The Auto Component Industry in India is highly price sensitive. The Original Equipment Manufacturers do not grant price increase though the input costs have increased. This has impacted profits of the Company.

- The Company has discontinued production of some components which were grossly unprofitable. This has resulted into decline in turnover.

- Costs have been incurred for producing new components / assemblies.

SUBSIDIARIES AND ASSOCIATE COMPANIES

Gurgaon Infospace Limited is wholly owned subsidiary of the Company and IST Steel & Power Limited is Associate of the Company as per provisions of the Companies Act, 2013.

CONSOLIDATED FINANCIAL STATEMENTS

Applicable provisions of the Companies Act, 2013 and the Accounting Standards on consolidated Financial Statements and Accounting for Investments in Subsidiary and Associate Companies, have been followed in preparation of the audited consolidated financial statements.

CHANGE IN NATURE OF BUSINESS, IF ANY

There has been no change in any business of the Company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review, Mrs. Sarla Gupta was inducted on the Board as an Additional Director in the category of Non-Independent / Woman Director on 14th February, 2015. Further the Board appointed Mr. Subhash Chander Jain as an Additional Director in the category of Independent Director on 30th May, 2015.

In terms of Section 161 of the Companies Act 2013, Mrs. Sarla Gupta and Mr. Subhash Chander Jain shall hold office up to the date of the ensuing Annual General meeting. The Company has received notices in writing along with the requisite deposits pursuant to Section 160 of Companies Act, 2013, proposing their appointment as Directors of the Company.

Your Board, based on the recommendation of the Nomination and Remuneration Committee of the Board has recommended the appointment of Mrs. Sarla Gupta as a Non-independent / Woman Director of the Company liable to retire by rotation and Mr. Subhash Chander Jain as an Independent Director for a period of 5 years with effect from the date of appointment.

The tenure of office of Lt. Col. N.L. Khitha (Retd.), Whole Time Director, designated as Director (Technical) was upto 31.05.2015. The Board, on recommendation of the Nomination and Remuneration Committee, at its meeting held on 30th May, 2015 has re-appointed Lt. Col. N.L. Khitha (Retd.) as Director (Technical) for a further period of 2 years w.e.f. 1st June, 2015 till 31st May, 2017 subject to approval by the Members at the ensuing Annual General Meeting in terms of Section 196, 197 and 203 read with of Schedule V and other applicable provisions, if any, of the Companies Act, 2013.

Mr. Mayur Gupta and Lt. Col. N. L. Khitha (Retd.) are subject to re-appointment as Director in the ensuing Annual General Meeting, consequent upon their retirement as a Director by rotation in terms of Section 152(6) of the Companies Act, 2013.

KEY MANAGERIAL PERSONNEL

In terms of Section 203 of the Companies Act, 2013 the Company has following Key Managerial Personnel

Mr. S.C. Jain, Whole Time Director, designated as Executive Director

Lt. Col. N.L. Khitha, Whole Time Director, designated as Director (Technical)

Mr. D.N. Tulshyan, Chief Financial Officer Mr. R.K. Sapra, Company Secretary

STATEMENT ON DECLARATIONS GIVEN BY INDEPENDENT DIRECTORS

The Declarations required under Section 149(7) of the Companies Act, 2013 from the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 as well as under Clause 49.II.B of the Listing Agreement with the Stock Exchanges, were duly received by the Company.

CORPORATE GOVERNANCE

The Company has complied with the Corporate Governance requirements under the Companies Act, 2013 and as stipulated in the Clause 49 (Revised) under the listing agreement with the stock exchanges.

A separate report on Corporate Governance under the listing agreement, along with certificate from the Statutory Auditors of the Company confirming the compliance, is annexed as Annexure - 'A'.

DETAILS OF BOARD MEETINGS

The details of Board Meeting during the financial year 2014-15 and details on Board of Directors are provided in the Corporate Governance Report.

COMMITTEES OF THE BOARD

a) Audit Committee

Details on composition, terms of reference, meetings and attendance etc. are given in the Corporate Governance Report.

b) Nomination and Remuneration Committee

Details on composition, terms of reference, remuneration policy, meetings and attendance, details of remuneration to Directors, etc. are given in the Corporate Governance Report.

c) Corporate Social Responsibility Committee

As per Section 135 of the Companies Act, 2013, a CSR committee has been formed by the Company as under Name Category of Director Chairman / Members

Air Marshal Denzil Keelor (Retd.) Independent Chairman

Mr. Gaurav Guptaa Non-Executive Member

Lt. Col. N.L. Khitha (Retd.) Executive Member

The CSR Committee has formulated and recommended to the Board, Corporate Social Responsibility Policy (CSR Policy) inter-alia indicating the activities to be undertaken by the Company, which has been approved by the Board and has been uploaded on the Company's website.

Further Details on Corporate Social Responsibility are given in Annexure 'F' to the Report of the Board of Directors.

a) Stakeholders Relationship Committee

Details on composition, meetings and attendance, details of investor complaints received and redressel thereof etc. are given in the Corporate Governance Report.

b) Risk Management Committee

Details on composition, meetings and attendance, risk management policy etc. are given in the Corporate Governance Report.

PERFORMANCE EVALUATION OF INDEPENDENT DIRECTORS

The Board of Directors upon recommendation of Nomination and Remuneration Committee has laid down the criteria for performance evaluation of Board of the Company, its Committees and the individual Board members, including Independent Directors.

In compliance with Clause 49 of the Listing Agreement, the performance evaluation of all the Independent Directors have been done by the entire Board, excluding the Director being evaluated.

SEPARATE MEETING OF THE INDEPENDENT DIRECTORS

The Independent Directors of the Company met separately on 31st January, 2015 without the presence of Non- Independent Directors and the members of management. The meeting was attended by all the Independent Directors. The meeting was conducted informally to enable the Independent Directors to discuss matters pertaining to the Company's affairs and put forth their combined views to the Board of Directors of the Company. In accordance with the Listing Agreement, following matters were, inter-alia, discussed in the meeting:

- Performance of Non-Independent Directors and Board as a whole.

- Performance of the Chairman of the Company.

- Assessment of the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

FAMILIARIZATION PROGRAM FOR THE INDEPENDENT DIRECTORS

The Company conducts Familiarization Program for the Independent Directors to provide them an opportunity to familiarize with the Company, its management and its operations so as to gain a clear understanding of their roles and responsibilities and contribute significantly towards the growth of the Company. They have full opportunity to interact with Senior Management Personnel and are provided all the documents required and sought by them for enabling them to have a good understanding of the Company, its various operations and the industry of which it is a part.

EXTRACT OF ANNUAL RETURN

Pursuant to section 92(3) of the Companies Act, 2013 ('the Act') read with rule 12(1) of the Companies (Management and Administration) Rules, 2014, extract of annual return is given as Annexure-'C'.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company believes in the conduct of its affairs in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behavior. Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Company has adopted an effective Whistle Blower Policy, enabling directors, employees and their representative bodies, to freely communicate their concerns about illegal or unethical practices.

This policy on protected disclosure by a Whistle Blower in respect of any unethical and improper practice or wrongful conduct prohibits the Company to take any adverse personnel action against the Whistle Blower for disclosing in good faith any unethical and improper practice or alleged wrongful conduct. A Whistle Blower who observes any unethical and improper practice or wrongful conduct may make protected disclosure to the concerned Head of Department and /or to the Executive Director of the Company and/or to the Audit Committee of the Board.

The detailed Whistle Blower Policy is available on the Company's website www.istindia.com.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, your Directors confirm that:

(a) in the preparation of the annual accounts for the financial year ended 31st March, 2015, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

(b) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company for the financial year ended 31st March, 2015, and of the profit and loss of the Company for that period;

(c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the Directors had prepared the annual accounts on a going concern basis;

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

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

AUDITORS AND AUDITORS' REPORT

M/s. O.P. Dadu & Co., Chartered Accountants, Statutory Auditors of the Company, hold office till the conclusion of the Annual General Meeting on for the Financial Year 2016-17 and subject to ratification by the shareholders

at the Annual General Meetings are eligible for re-appointment. They have confirmed their eligibility to the effect that their re-appointment, if made, would be within the prescribed limits under the Act and that they are not disqualified for re-appointment.

The Notes on financial statement referred to in the Auditors' Report are self-explanatory and do not call for any further comments. The Auditors' Report does not contain any qualification, reservation or adverse remark.

COST AUDIT

In terms of Section 148(3) of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, the Company is maintaining Cost records. However the company is exempt to have cost audit conducted.

SECRETARIAL AUDIT

The Board has appointed M/s RKS & Associates, Practicing Company Secretaries, to conduct Secretarial Audit for the financial year 2014-15. The Secretarial Audit Report for the financial year ended March 31,2015 is annexed herewith marked as Annexure 'D' to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

RELATED PARTY TRANSACTIONS

During the year, the Company had not entered into any new contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company's website http://www.istindia.com.

Your Directors draw attention of the members to Note No. 38 to the financial statement which sets out related party disclosures.

Necessary disclosure of related party transactions in terms of Clause h of Sub section 3 of Section 134 of the Companies Act, 2013 read with rule 8 (2) of the Companies (Accounts) Rules, 2014 is given in Form AOC-2 as Annexure 'H' to this Report.

LOANS, GUARANTEES OR INVESTMENTS

Your Company has not provided any Guarantee for any party. Particulars of investments under section 186 of the Companies Act, 2013, as required to be disclosed in terms of Section 134(1)(g) of the Act, has been provided in the accompanying financial statement (Note Nos. 12 & 13).

HUMAN RESOURCES

Your Company treats its "human resources" as one of the most important assets. The Management of the Company lays continuous focus on human resources, who are trained from time to time to attain the required standards. The correct recruitment practices are in place to attract the best technical manpower to ensure that the Company maintains its competitive position with respect to execution. Your Company continuously invests in attraction, retention and development of talent on an ongoing basis.

Your Company employed 239 personnel on its roll as on 31st March, 2015. During the year under review, the Company did not have any employee on its payroll, who:

a. if employed throughout the financial year, was in receipt of remuneration for that year which, in the aggregate, was not less than sixty lakh rupees;

b. if employed for a part of the financial year, was in receipt of remuneration for any part of that year, at a rate which, in the aggregate, was not less than five lakh rupees per month;

c. if employed throughout the financial year or part thereof, was in receipt of remuneration in that year which, in the aggregate, or as the case may be, at a rate which, in the aggregate, is in excess of that drawn by the managing director or whole-time director or manager and holds by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the company.

The total remuneration drawn by the Managing Directors and Key Managerial Personnel forms part of Extracts from the Annual Return in Form MGT 9, given in Annexure - 'C'.

STATEMENTS OF SUBSIDIARIES / ASSOCIATE COMPANIES

The Operational income of wholly owned subsidiary of the Company, namely - Gurgaon Infospace Limited during the year was Rs.5,855.69 lacs as against Rs.5,418.88 lacs during the previous year. The Net Profit of the subsidiary company during the year was Rs.5,602.63 lacs as against Rs.5,192.78 lacs during the previous year.

Your Company has an Associate entity named IST Steel and Power Limited, in which the Company holds 30.80% Equity Shares. There was no operational income of this company during the year ended 31.03.2014 as compared to Rs.92.80 lacs during the previous financial year. The Company incurred net loss after Tax - Rs.113.33 lacs as against profit of Rs.880.04 lacs during the previous year.

Accompanying Financial Statement consolidates financials of the Subsidiary / Associate Companies. Statement under Section 129 (3) of Companies Act, 2013 in prescribed format is enclosed at Annexure 'H' to the Directors' Report.

RISK MANAGEMENT POLICY

In terms of the requirement of the Companies Act, 2013 and Clause 49.VI of the Listing Agreement, the Company has developed and implemented the Risk Management Policy. The Risk Management Committee of the Board reviews the Policy periodically.

The major risks and concerns being faced by the Company are discussed in report on Management Discussion and Analysis forming part of this Report.

REMUNERATION POLICY

The Company follows a policy on Remuneration of Directors and Senior Management Employees. The policy is approved by the Nomination and Remuneration Committee and the Board. Further details on the same have been given in the Report on Corporate Governance

The required disclosure under Section 197 (12) of the Companies Act, 2013 read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given as Annexure 'E' to this report.

INTERNAL FINANCIAL CONTROL

Your Company has adequate Internal Financial Control System at all levels of Management and they are reviewed from time to time. The Internal Audit is carried out in house as well as by a firm of Chartered Accountants. The Audit Committee of the Board looks into Auditor's review which is deliberated upon and corrective action taken, where ever required.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years till 31st March 2015. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF) during the year under review.

DEPOSITS

Your Company has not accepted any deposits from public in terms of provisions contained in Chapter V of the Companies Act, 2013, or in terms of corresponding provisions of the Companies Act, 1956.

MANAGEMENT DISCUSSION AND ANALYSIS

A report on the Management Discussion and Analysis concerning the business of the Company is given as Annexure - 'B' to this report.

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

(a) Conservation of energy

i) The Company ensures that the manufacturing operations are conducted in the manner whereby optimum utilization and maximum possible savings of energy is achieved.

ii) No specific investment has been made in reduction in energy consumption.

iii) As the impact of measures taken for conservation and optimum utilization of energy are not quantitative, its impact on cost cannot be stated accurately.

iv) The Company does not fall under the list of industries, which should furnish this information in Form A annexed to the aforesaid Rules.

(b) Technology absorption

The Company's products are manufactured by using in-house know how and no outside technology is being used for manufacturing activities. Therefore no technology absorption is required. The company constantly strives for maintenance and improvement in quality of its products and the quality control activities are directed to achieve the aforesaid goal.

(c) Foreign exchange earnings and Outgo

During the year, the total foreign exchange used was Rs.21.47 lacs and the total foreign exchange earned was Rs.75.19 lakhs.(Note No. 40 to the financial statements)

LISTING

The Equity Shares of your Company continue to be listed on BSE Limited (BSE), and Delhi Stock Exchange Limited. There is no default in payment of Annual listing fees and annual custodian fee in respect of shares held in dematerlisation mode to NSDL and CDSL.

DEMATERIALISATION OF SHARES

To provide better and smooth service to the shareholders, the Company's equity shares have been made available for dematerialisation in electronic form in the Depository systems operated by National Securities Depository Limited (NSDL) and Central Depository Services(India) Limited (CDSL), Mumbai. In order to avail the service, shareholders can dematerialized the shares in the electronic form.

MATERIAL CHANGES AND COMMITMENTS

You Directors confirm that there are no material changes and commitments, affecting the financial position of the company which has occurred between the end of the financial year of the company and the date of this report.

GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. Details relating to deposits covered under Chapter V of the Act.

2. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

3. the Whole-time Directors of the Company do not receive any remuneration or commission from any of its subsidiaries.

4. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.

Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

ACKNOWLEDGEMENT

Your Directors would like to express their sincere appreciation for the assistance and co-operation received from the financial institutions, banks, Government authorities, customers, vendors and members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the Company's executives, staff and workers.

For and on behalf of the Board of Directors

Place : New Delhi Air Marshal Denzil Keelor (Retd.) Date : 11th August, 2015 Chairman DIN : 00999470


Mar 31, 2014

To the Members,

The Directors are pleased to present their 38th Annual Report together with the Audited Statement of Accounts of the Company and the report of the Auditors thereon for the year ended 31st March, 2014.

FINANCIAL RESULTS

The turnover of the Company during the year was Rs.2131.87 Lacs as against Rs. 2078.57 Lacs in the previous year. The profit before tax during the year was Rs.477.26 Lacs as against Rs.865.51 Lacs in the previous year. The profit after tax was Rs.398.40 lacs as against Rs.671.59 lacs in the previous year.

The effort by your management towards cost control and diversifying activities of the Company continue unabatedly.

DIVIDEND

In order to conserve the resources for modernization and up gradation of Plant of the Company, your Directors express their inability to recommend payment of dividend for the year 2013-14.

DIRECTORS

In accordance with the provisions of the Companies Act, 2013, Rules framed there under and Articles of Association of the Company Shri S.C. Jain, is proposed to be appointed as Whole Time Director, designated as Executive Director of the Company for a further period of 2 years w.e.f. 14th August, 2014, as per details given in the Notice for Annual General Meeting (AGM).

In accordance with the provisions of the Companies Act, Rules framed there under and Articles of Association of the Company Shri Gaurav Guptaa who retires by rotation is proposed to be reappointed as Director of the Company.

In accordance with the provisions of the Companies Act, Rules framed there under and Articles of Association of the Company and Clause 49 of the Listing Agreements with Stock Exchanges Air Marshal (Retd.) D. Keelor, Brig. (Retd.) G.S. Sawhney and Shri R.K. Jain are proposed to be appointed as Independent Directors of the Company as per details given in the notice for the AGM.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 271 (2AA) of the Companies Act 1956, the Directors confirm that, to the best of their knowledge and belief -

i) In the preparation of the annual accounts, the applicable accounting standards have been followed;

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 at the end of the financial year and of the profit of the Company for the period;

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.

CORPORATE GOVERNANCE

As per requirements of Clause 49 of the Listing Agreement with the Stock Exchanges, a Corporate Governance Report as well as Corporate Governance Compliance Certificate received from the Statutory Auditors is annexed as part of the Annual Report. The Corporate Governance Report, interalia, contains details of Audit Committee of Board of Directors of the Company.

PARTICULARS OF EMPLOYEES

There is no employee in the Company drawing salary in excess of Rs.60.00 lacs per annum during the financial year 2013-14. Therefore, particulars of employees in the Directors'' Report as per Circular No. 23/2011 issued by Ministry of Corporate Affairs are not being given.

AUDITORS

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Rules framed there under M/s. O. P. Dadu & Co., Chartered Accountants, (FR No. 001201N), Statutory Auditors of the Company, being eligible, are proposed to be re-appointed as the Statutory Auditors of the Company, to hold office for a term of 3 years from the conclusion of this 38th Annual General Meeting until the conclusion of the 41st Annual General Meeting, as per details given in the Notice for the AGM.

FIXED DEPOSITS

The Company has not accepted any deposit covered under the Companies Act, 1956 and the rules framed there under.

SUBSIDIARY COMPANY

The annual accounts of subsidiary of this Company i.e. Gurgaon Infospace Limited are not attached pursuant to General Circular 2/2011 (No. 51/12/2007-CL-IM) dated 8th February, 2011. Members who desire to obtain the annual accounts of Subsidiary Company, may write to the Company Secretary at the registered office of the Company. The annual accounts of Subsidiary Company shall be kept available at the registered office and the Head Office of the Company for inspection by the members during working hours. A statement pursuant to Section 212 of the Companies Act, 1956 is attached.

LISTING OF SECURITIES

The Equity Shares of the Company continue to be listed on the Bombay Stock Exchange Limited and Delhi Stock Exchange Limited and listing fee for the year 2013-14 has been paid to the above Stock Exchanges.

DEMATERIALIZATION OF SHARES

The details on Dematerialization of Equity Shares of the Company are given in the annexed Corporate Governance Report.

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

A. The information in accordance with the provisions of Section 217 (1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Board of Directors) Rules, 1988 is annexed herewith.

B. FOREIGN EXCHANGE EARNING AND OUTGO

Your Company utilized foreign exchange equivalent to Rs.39.20 lacs for import of raw material and components, stores and spares, capital goods and expense on overseas travelling. The foreign exchange earned by your company was Rs.161.74 lacs in respect of exports made by it.

ACKNOWLEDGEMENTS

Your Directors wish to place on record their thanks and appreciation for the valuable Cooperation and continued support received from the Government of Haryana and the Company''s Bankers - State Bank of India.

Your Directors also wish to place on record their deep sense of appreciation for the devoted contribution made by the Executives, Staff and Workers of the Company at all levels.

Place : New Delhi For and on behalf of the Board

Dated : 12th August, 2014 Air Marshal (Retd.) D. Keelor

Chairman DIN : 00999470


Mar 31, 2012

The Directors are pleased to present their 36th Annual Report together with the Audited Statements of Accounts of the Company and the report of the Auditors thereon for the year ended 31st March, 2012.

FINANCIAL RESULTS

The turnover of the Company during the year was Rs.1950.70 Lacs as against Rs. 2081.19 Lacs in the previous year. The profit before tax during the year was Rs. 776.13 as against Rs. 649.92 Lacs in the previous year. The profit after tax during the year was Rs. 616.75 Lacs as against Rs. 455.26 Lacs in the previous year. The profit after tax and prior period adjustment during the year was Rs. 613.37 Lacs as against Rs. 450.23 in the previous year.

The effort by your management towards cost control continue unabatedly.

DIVIDEND

In order to conserve the resources for the modernization and upgradation of Plant of the Company, your Directors expressed their inability to recommend payment of dividend for the year 2011 -2012.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and Articles of Association of the Company Brig. (Retd.) G S Sawhney retires by rotation and is eligible for re-appointment.

Shri. A.N.Mukherjee, Director of the Company died on 17th February, 2012.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 217 (2AA) of the Companies Act 1956, the Directors confirm that, to the best of their knowledge and belief;

i) in the preparation of the annual accounts, the applicable accounting standards have been followed;

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 at the end of the financial year and of the profit of the company for that period.

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.

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

CORPORATE GOVERNANCE

As per requirement of Clause 49 of the Listing Agreement with the Stock Exchanges, Corporate Governance Report as well as Corporate Governance Compliance Certificate received from Statutory Auditors is annexed as part of the Annual Report. The Corporate Governance Report interalia contains details of Audit Committee of Board of Directors of the Company.

PARTICULARS OF EMPLOYEES

There is no employee in the company who is covered as per Ministry of Corporate Affairs General Circular No. 23/2011, who had drawn salary in excess of Rs. 60,00,000/- during the financial year 2011 -12.

Your Directors wish to place on record their deep sense of appreciation for the devoted contribution made by the employees & associates at all levels.

AUDITORS

M/s O. P. Dadu & Co., Chartered Accountants, who are auditors of your company retire at the ensuing Annual General Meeting, and being eligible offer themselves for re-appointment.

FIXED DEPOSITS

During the year the Company has not accepted any deposit covered by companies (Acceptance of Deposit) Rules 1975.

SUBSIDIARY COMPANY

The annual accounts of subsidiary of this Company i.e. Gurgaon InfoSpace Limited are not attached pursuant to General Circular 2/2011 (No.:51 ,/12/2007-CL-lll) dated 8th February, 2011. Members who desire to obtain the annual accounts of Subsidiary Company, may write to the Company Secretary at the Registered- office of the Company. The annual accounts of Subsidiary Company shall be kept available at the Registered office and the Head office of the Company for inspection by any member during working hours. A statement pursuant to Section 212 of the Companies Act, 1956 is attached.

LISTING OF SECURITIES

The Equity Shares of the Company continue to be listed on the Stock Exchange, Bombay and Delhi Stock Limited and Listing fee for the year 2011 -2012 has been paid to each of the above Stock exchanges.

DEMATERIALISATION OF SHARES

The Details on Dematerialisation of Equity Shares of the Company are given in the annexed Corporate Governance Report.

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

A. The information in accordance with the provisions of Section 217(1) (e) of the Companies Act 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is annexed hereto.

B. FOREIGN EXCHANGE EARNING AND OUTGO

Your Company utilized foreign exchange equivalent to Rs. 82.96 lacs for import of raw material and components, stores and spares, capital goods and expense on overseas traveling. The foreign exchange earned by your company was Rs. 20.25 lacs in respect of exports made by it.

ACKNOWLEDGEMENTS

Your Directors wish to place on record their thanks and appreciation for the valuable cooperation and continued support received from the Government of Haryana and the Company's Bankers - State Bank of India.

Your Directors wish to place on record their thanks to the Company's business associates for their excellent effort and support especially under the prevalent stiff market conditions and their continued patronage of the Company's products.

Your Directors also wish to place on record their appreciation for the devoted services of the executives, staff and workers of the Company at all levels.

For and on behalf of the Board

Place : New Delhi Air Marshal (Retd.) D. Keelor

Dated : 29th May 2012 Chairman


Mar 31, 2010

The Directors are pleased to present their 34th Annual Report together with the Audited Accounts of the Company and the report of the auditors thereon for the year ended 31st March, 2010. FINANCIAL RESULTS

The turnover of the Company during the year was Rs. 1969.43 Lacs as against Rs. 2030.18 Lacs in the previous year. The profit before tax during the year was Rs.281.26 lacs as against Rs. 286.73 Lacs in the previous year. The profit after tax was Rs. 176.71 Lacs as against Rs. 173.85 Lacs in the previous year.

The effort by your management towards cost control and diversifying activities of your company continue unabatedly.

DIVIDEND

In order to conserve the resources for the modernization and upgradation of Plant of the Company, your Directors expressed their inability to recommend payment of dividend for the year 2009-2010.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and Articles of Association of the Company

Shri A.N. Mukherjee retires by rotation and is eligible for re-appointment.

The tenure of Shri Mayur Gupta as Managing Director is proposed to be extended for a further period of two years w.e.f. 1st October, 2010.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 217(2AA) of the Companies Act 1956, the Directors confirm that, to the best of their knowledge and belief;

i) in the preparation of the annual accounts, the applicable accounting standards have been followed;

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 at the end of the financial year and of the profit of the company for that period.

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.

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

CORPORATE GOVERNANCE

As per requirement of Clause 49 of the Listing Agreement with the Stock Exchanges, a Compliance report on Corporate Governance has been annexed as part of the Annual Report.

PARTICULARS OF EMPLOYEES

There is no employee in the Company drawing remuneration more than the limits prescribed under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

AUDITORS

M/s O. P. Dadu & Co., Chartered Accountants, who are auditors of your company retire at the ensuing Annual General Meeting, and being eligible offer themselves for re-appointment.

FIXED DEPOSITS

During the year the Company has not accepted any deposit covered by Companies (Acceptance of Deposit) Rules 1975.

SUBSIDIARY COMPANY

The Accounts of Gurgaon Infospace Limited, Subsidiary of this Company are annexed along with a statement pursuant to Section 212 of the Companies Act, 1956.

USTING OF SECURITIES

The Equity Shares of the Company continue to be listed on the Stock Exchange, Mumbai and Delhi Stock Exchange Limited and listing fee for the year 2010-11 has been paid to each of the above Stock Exchanges.

DEMATERIALISATION OF SHARES

The Details on Dematerialisation of Equity Shares of the Company are given in the annexed Corporate Governance Report.

CORPORATE GOVERNANCE REPORT

A Report on the Corporate Governance is attached to this Report which interalia contains details of Audit Committee of the Company.

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

A. The information in accordance with the provisions of Section 217(1) (e) of the Companies Act 1956, read with the Companies (Disclosure of Particulars in the Report of Board of- Directors) Rules, 1988 is annexed hereto.

B. FOREIGN EXCHANGE EARNING AND OUTGO

Your Company utilized foreign exchange equivalent to Rs.76.30 lacs for import of raw material and components, stores and spares, capital goods and expense on overseas traveling. The foreign exchange earned by your company was Rs.79.86 lacs in respect of exports made by it.

ACKNOWLEDGEMENTS

Your Directors wish to place on record their thanks and appreciation for the valuable cooperation and continued support received from the Government of Haryana and the Companys Bankers - State Bank of India.

Your Directors place on record their thanks to the companys business associates for their excellent effort and support especially under the prevalent stiff market conditions and their continued patronage of the Companys products.

Your Directors also wish to place on record their appreciation for the devoted services of the executives, staff and workers of the company at all levels.

For and on behalf of the Board

Place : New Delhi Air Marshal (Retd.) D. Keelor

Dated : 31st May, 2010 Chairman







 
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