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Directors Report of Jyoti Ltd.

Mar 31, 2015

The Directors present this SEVENTY FIRST ANNUAL REPORT and Audited Accounts for the year ended on 31st March, 2015.

FINANCIAL RESULTS

(Rs, in Lakhs)

2014-15 2013-14

Total Income 23987.44 24145.28

Profit/(Loss) before Finance Cost and Depreciation (2661.07) (4574.13)

Less: Finance Cost 7272.79 6868.86

Profit/(Loss) before Depreciation (9933.86) (11442.99)

Less: Depreciation 1403.94 1000.61

Profit/(Loss) before Tax (11337.80) (12443.60)

Provision for Taxation

- Current Tax - -

- Deferred Tax (122.93) 354.97

- Tax expense for earlier years 139.57 40.73

Balance of Profit/(Loss) for the year (11354.44) (12839.30)

OPERATIONS

A. PERFORMANCE

1. The Net Sales of the Company for the year ended on 31st March, 2015 marginally improved to Rs, 234.79 crores as compared to Rs, 231.78 crores of the previous year. The sales remained lower on account of following reasons:- a) The continued slowdown in the economy in general and particularly in irrigation and water management projects resulted in stagnation of top-line performance. Despite comfortable order book position, the Company could not execute various orders.

b) The slowdown in the infrastructure industry segment also affected Company's end customers. Non recovery of dues from such customers forced the Company to curtail further execution of orders.

c) The cash crunch faced due to above reasons resulted in Company not being able to make the payment to banks for Letter of Credit facilities. This affected further LCs to be opened in favor of materials suppliers, which in turn, affected production and consequent sales.

d) External factors such as forest land issue, environmental issue, evacuation, preparation of site, etc. have affected planned execution by construction companies, which are our major partners in EPC contracts. This, in turn, affected Company's scheduled production and supplies in such cases.

2. The loss during the year was lower at Rs, 113.54 crores as compared to previous year's loss of Rs, 128.39 crores. The main reasons for the losses are- a) The material costs have been higher due to pressure in material prices and increased costs due to delay in execution of various projects, discounts demanded by customers in product sales, certain strategic orders taken at lower margin for future sustainability of order flow, etc.

b) The Company was able to reduce Employees benefits expense and other expenses, but the lower sales and high material costs resulted in lower contribution, which could not absorb these expenses fully.

c) The difficult market situation in the EPC Contracts continues to affect the operations and profitability of the Company. Many customers have postponed further capital expenditure in various projects and/or kept further implementation in abeyance and some receivables have become doubtful. As a precaution, the Company has provided for such bad and doubtful receivables and advances in the Statement of Profit and Loss.

d) The Depreciation charge for the year was higher by Rs, 4.03 crores on account of depreciation being charged on the carrying amount of the assets over the remaining useful life of the assets, in terms of provisions of the Companies Act, 2013.

e) The continued cash losses eroded the working capital resulting in severe liquidity constraints faced by the Company. The high debt of term loans, working capital and LC devolvement's increased the Finance Cost further to Rs, 72.73 crores from Rs, 68.69 crores in the previous year.

B. CURRENT OUTLOOK

Despite the subdued industrial outlook, the Company strives for increased operations, turnover, cost reduction and collection from receivables. The Management has already taken various measures for the revival of the Company, as follows:

a) The Company is making all out efforts to collect old overdoes and close monitoring at all levels is being done to realize current receivables in time. The Management believes that the steps taken will slowly but surely give results in improved cash flows and reduction in finance costs.

b) The Company has stopped taking orders of lower margin and there are continuous efforts to negotiate sales price to provide turnover, profitability and cash surplus for the Company.

c) The Company has reduced the material cost and increased the contribution from orders to absorb the overheads. Your Directors are happy to report that the efforts have resulted in a lower material content in the current year and Company hopes to have a positive EBIDTA during the current year.

d) Measures for rationalization of manpower with increased productivity will result in reduction of overall employees' cost.

e) Control of overheads and administration expenses will result in substantial savings for the Company.

f) Barring absolutely essential capital expenditure for operational requirements, Management has cut down on all capital expenditure.

DIVISIONAL PERFORMANCE

A. ENGINEERED PUMPS & PROJECTS DIVISION

During the year under review, Engineered Pumps & Projects Division (EPPD) continued to pass through a very difficult phase in view of the market situation and poor economy. The economic slowdown continued during the year and the infrastructure companies who are the main customers of EPPD were passing through a very difficult phase. Even though there was no major improvement in the economic situation, the division managed to have carry forward orders of Rs, 481 crores during the end of the year.

The division received four orders for Sauni Yojna Project under Government of Gujarat from two of its major customers namely M/s NCC Limited and M/s Megha Engineering & Infrastructure Limited worth Rs, 115 crores. In the Irrigation Sector, the division is well placed for future orders up to Rs, 450 crores in the states of Karnataka and Andhra Pradesh where the Company has pre- tendering tie up as per pre-qualification requirement with Infrastructure Companies who are already lowest as per the bid opening results.

During the year under review, the Company has successfully commissioned water supply projects under Nagpur Municipal Corporation where 8 Nos. of 777 HP Vertical Turbine pumps were commissioned along with allied electrical and mechanical equipments. Similarly, the division has also commissioned Watrak-I and Watrak-II Lift Irrigation Projects under Narmada River Resources Department, Government of Gujarat. These projects involve commissioning of 6 Nos. of pumps of 2749 HP, 3 Nos. of pumps of 1810 HP, 3 Nos. of pumps of 449 HP and 3 Nos. of Pumps of 1408 HP. The project was successfully synchronized and is presently under Operation & Maintenance. Another Lift Irrigation Scheme was commissioned in the state of Jharkhand under PHED. In all these projects, the division was responsible for design, engineering, supply, erection, testing & commissioning including Operation and Maintenance of Pumps, Motors and Electro- Mechanical works including Scada.

The division is executing a major order for Naval Dockyard along with Hindustan Construction Company Limited, Mumbai. This order calls for design, engineering, supply, erection, testing & commissioning of 13 Nos. of systems required for de-watering and maintenance of ships in the Dry Dock. The commissioning of this project has to be done in a phased manner. During the year, the division has successfully commissioned Fresh Water System and Compressor System including substation. This project, on complete commissioning, will bring lot of credentials to the division and the Company.

During the year, the division has successfully completed supply of 3 Nos. Circulating Water Pumps with Motors including Raw Water and Make Up Water Pumps along with Electro-Mechanical equipments in record time for 1 x 500 MW NTPC Vindhyachal Thermal Power Station Project. Similarly, the division has also supplied 4 Nos. Circulating Water Pumps with Motors through L&T for 2 x 660 MW Super Critical Thermal Power Station under Rajasthan Rajya Vidyut Utahan Nigam Limited for their 1st Unit. Inspire of all difficulties, these pumps were supplied in record time which was acknowledged and appreciated by L&T.

The 1st Concrete Volute Circulating Water Pump was manufactured and supplied by the Company under technical collaboration with TM.P. S.p.A. – Termomeccanica Pompe, Italy for 2 x 660 MW Power Project for NCC Power Projects Limited. There are 4 Nos. of Circulating Water Pumps with Motors and the project is being executed through M/s NCC Limited. All the above pumps are under erection. On successful commissioning, the Company will qualify, on their own, for Concrete Volute Circulating Water Pumps for power plants up to 660 MW.

B. HYDEL

During the year, the Hydel Division has bagged the largest order in Small Hydro from Sardar Sarovar Narmada Nigam Limited in Joint Venture with M/s Megha Engineering & Infrastructure Limited. The value of the order is Rs, 421 crores and the share of your Company is Rs, 90 crores. This involves supply of 9 Nos. Kaplan Turbines with Generators, Gear Boxes and allied Electro- Mechanical Equipments. This is the single largest order for any company in Small Hydro below 10 MW.

There was stagnation in Small Hydro Sector during the year mainly due to environmental issues and financial non-closure with banks. The division which has an average turnover of about Rs, 20 crores every year has an order book of Rs, 140 crores at the end of the year.

The division has successfully bagged six orders in Indonesia and have successfully commissioned three projects. The division is well placed in Indonesia and more orders are expected. The division has pending orders of" 225 crores awaiting finalization. The division is shifting its present business focus to export and plan to do business selectively in the domestic market.

During the year, the division has successfully designed, manufactured and supplied 4 Nos. x 2.1 MW 4-Jet Vertical Peloton Turbines with Generators and allied electro-mechanical equipments for Chirangpong Hydro Project in Indonesia. Similarly, part supplies for NTPC Singrauli Small Hydro Power Project of 2 x 4 MWwere made during the year which includes 2 Nos. Generators of 4 MW.

The division had supplied 2 Nos. x 2.5 MW Vertical Kaplan machines to Ukai Thermal Power Plant in Gujarat in the year 1988. These turbines and Generators were working satisfactorily since commissioning. During the year, the division has successfully refurbished these turbines and generators for continuous satisfactory operation. The customer is very happy and satisfied with the performance of these machines and services of the division.

C. ROTATING ELECTRICAL MACHINES

The division was basically concentrating on captive manufacturing for their EPPD and Hydel divisions. The division caters to the requirement of motors for Infrastructure sector and generators for Hydro Power sector. During the year under review, both infrastructure sector and Hydro Power had a very slow growth rate. Hence, the division was not in a position to book orders for motors and generators alone. During the year, the division has manufactured 19 Nos. of motors and 2 Nos. of generators for EPPD and Hydel divisions.

With the Hydel order from Sardar Sarovar Narmada Nigam Limited, the division has to design, manufacture and supply 9 Nos. of generators of 5 MW each during the coming financial year. This in-house manufacturing facility strengthens the EPPD and Hydro Divisions as the Company is the only manufacturer of Pumps and Turbines who also manufacture motors and generators.

The division continued to get its share of business for Arnos from Indian Railways. During the year under review, the company has supplied 34 Nos. of Arnos.

D. SWITCHGEAR

During the financial year under review, the Switchgear Division of the Company achieved Sales of Rs. 7750 Lacs. The VCB production in terms of quantity is around 1900 Nos. and HT Switchgear Panels Manufactured are 2090 Nos. which include RMU Production of 264 Nos. The Switchgear Division has received orders worth " 7400 Lacs in the year 2014-15.

During the financial year under review, the Switchgear Division has achieved all time high target of 30% than previous year for Sales, Production, Order Booking and Payment Collection.

In addition to the above, several milestones have been achieved by the Switchgear Division, during the financial year 2014-15, some of which are enumerated below:

1. The Company has executed first order of MGVCL - GEB DISCOM for 100 Nos. RMU worth Rs. 440 Lacs which are highly technically featured RMU with Motorization and SCADA compatible as per R-APDRP projects and specification are as per guidelines of the Government of India (GOI).

2. Based on this order execution, the Company has received second order from MGVCL for 260 Nos. worth " 900 Lacs for the same specification under R- APDRP projects of GOI.

The company has also received some more orders for RMU from various customers such as APEPDCL, Pondichery Electricity Board, etc.

3. The Company bagged various 11 kV VCB panels orders from GETCO worth approximately 2000 Lacs and executed them successfully.

4. Apart from above, the Company has also done Export Business of Rs, 1900 Lacs during the financial year which is all time high. The Company is going to apply for STAR HOUSE export category in the current year.

5. The Company has increased order booking of 33 KV Indoor VCB Panel as well as 33 KV Outdoor VCBs during the financial year amounting to Rs, 150 Lacs.

6. SF6 Ring Main Unit

The Company has manufactured 264 Nos. SF6 Ring Main Unit of various types and has set target of 400 Nos. RMU from next financial year onwards.

As R-APDRP projects are funded by GOI and there will be huge requirement of RMU in next five years, the Company is hopeful that there will be no shortage of orders for RMU and huge growth in RMU Business is targeted by the Company.

For other Medium Voltage Switchgear Products also, the Company has decided to do the re- certification of various products as a continuous product certification process during 2015- 16 and with the continuous thrust the requirement is bound to grow in the power and other sectors. The Company is confident of achieving better performance in the years to come.

EXPORTS

During the year under review, the Company's exports valued at Rs, 2840.57 lakhs. The Company's major exports are to Sultanate of Oman for Switchgear and Indonesia for Hydel Turbines.

REGISTRATION WITH THE BOARD FOR INDUSTRIAL AND FINANCIAL RECONSTRUCTION (BIFR)

During the year, the Company got registered with the Board for Industrial and Financial Reconstruction (BIFR) in terms of the provisions of Section 15(1) of the Sick Industrial Companies (Special Provisions) Act, 1985 (SICA), for determination of measures for its rehabilitation. The Company has already initiated the process of declaring itself as a Sick Company.

PUBLIC DEPOSITS

The Company has not accepted any deposits from the Public during the year under review.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has not given any loan or provided guarantees or made any investments as prescribed under Section 186 of the Companies Act, 2013.

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

As required by Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, the relevant data pertaining to conservation of energy, technology absorption and foreign exchange earnings and outgo are given in Annexure A forming part of this Report.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS

As per Clause 49 of the Listing Agreements entered into with the stock exchanges, Corporate Governance Report with Auditors' Certificate thereon and Management Discussion and Analysis are given in Annexure B forming part of this Report.

1. Resignation / Cessation

The following Directors resigned from the Company:-

Sr. No. Name of Director Date of Resignation Designation

1. Mr. Aswini Sahoo 31.07.2014 Additional Director

2. Dr.B.S.Pathak 31.08.2014 Director

3. Mrs. Tejal Amin 31.08.2014 Director

4. Mr. V.K. Gulati 01.09.2014 Additional Director

5. Dr.M.H.Mehta 04.11.2014 Director

6. Dr.M.Ramamoorty 05.11.2014 Director

Your Directors place on record their sincere appreciation for the valuable contribution made by them to the Company during their tenure.

During the year under review, two of the Directors, Mr. Bharat Patel and Mr. S. N. Rajan ceased to be Directors of the Company with effect from 10th November, 2014 owing to their own act of unilateral termination of contractual agreement and thereby ceasing to be nominees on the Board of the Company in terms of explanation to the provisions of Section 149(7) of the Companies Act, 2013.

During the year, Mr. Ajay Kamdar resigned as the Chief Financial Officer of the Company with effect from 15th February, 2015.

2. Appointments

During the year, the following Directors were appointed by the Board of Directors as Additional Directors of the Company who shall hold office until the next Annual General Meeting, and are eligible for appointment as Independent Directors / Directors.

Sr. No. Name of Director Date of Appointment Category

1. Mr. Tushar Dayal 30.10.2014 Independent

2. Mr. Vijaykumar Gulati 30.10.2014 Independent

3. Mr. Shrikar Bhattbhatt 30.10.2014 Independent

4. Dr. Rajesh Khajuria 30.10.2014 Independent

5. Mr. Marut Patel* 30.10.2014 Independent

6. Mrs. Tejal Amin 31.03.2015 Non-Executive

- With effect from 30th May, 2015, Mr. Marut Patel continues as an Additional Director (Non- Executive) of the Company as the Company is availing Consultancy services from M/s. Info Jinie, where wife of Mr. Marut Patel is the Proprietor. Being interested, Mr. Marut Patel is no longer eligible to be Independent Director as per the criteria specified under the provisions of Section 149(6) of the Companies Act, 2013 and as required under Clause 49 of the Listing Agreements entered into with the Stock Exchanges.

The Directors at their Meeting held on 31st March, 2015 have appointed Mr. Jayesh Verma, Chartered Accountant, as the Chief Financial Officer of the Company with effect from 4th June, 2015.

3. Retirement by Rotation

Mr. Uresh V. Desai retires by rotation and being eligible, seeks re-appointment.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability confirm and state that -

i In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii. 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 at the end of the financial year and of the loss of the company for that period;

iii. The Directors have 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;

iv. The Directors had prepared the annual accounts on a 'going concern' basis; v. 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

vi. The Directors had devised proper systems tonsure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

BOARD MEETINGS

The Board of Directors met 8 (eight) times during the year. The details of the Board Meetings and the attendance of the Directors are provided in the Corporate Governance Report which forms part of this Report.

AUDIT COMMITTEE

The details pertaining to composition of audit committee are included in the Corporate Governance Report, which forms part of this Report.

SUBSIDIARY COMPANIES / ASSOCIATE COMPANIES / JOINT VENTURE

The Company does not have any subsidiary.

During the year, JSL Industries Ltd. ceased to be Associate Company of the Company.

The Company has a Joint Venture Company Jyoti Sohar Switchgear LLC, Sultanate of Oman and holds 49% of the total shareholding.

WHISTLE BLOWER & VIGIL MECHANISM

The Company has established a "Whistle Blower and Vigil Mechanism Policy" for Directors and employees to report the genuine concerns. The provisions of this policy are in line with the provisions of Section 177(9) of the Companies Act, 2013 and the revised Clause 49 of the Listing Agreements with the Stock Exchanges. Policy is available on the website of the Company at the web-link http://www.jyoti. com/pdf/whistle_ blower_and_vigil_mechanism_policy.pdf

DECLARATION BY INDEPENDENT DIRECTORS

All the Independent Directors have given declaration to the Company stating their independence pursuant to Section 149(6) of the Companies Act, 2013 and there has been no change in the circumstances, which may affect their status as independent directors during the year.

However, with effect from 30th May, 2015, Mr. Marut Patel continues as an Additional Director (Non- Executive) of the Company as the Company is availing Consultancy services from M/s. Info Jinie, where wife of Mr. Marut Patel is the Proprietor. Being interested, Mr. Marut Patel is no longer eligible to be Independent Director as per the criteria specified under the provisions of Section 149(6) of the Companies Act, 2013 and as required under Clause 49 of the Listing Agreements entered into with the Stock Exchanges.

NOMINATION AND REMUNERATION POLICY

A Nomination and Remuneration Policy has been formulated pursuant to the provisions of Section 178 and other applicable provisions of the Companies Act, 2013 and Rules thereto stating therein the Company's policy on appointment and remuneration of Directors and Key Managerial Personnel which was approved and adopted by the Board of Directors in its Meeting held on 31st July, 2014.

The said Policy may be referred to at the Company's official website at the web-link http:// www.jyoti. com/pdf/nomination_ and_ remuneration_ policy_n_evaluation_criteria. pdf

RISK MANAGEMENT

Pursuant to the requirement of Clause 49 of the Listing Agreement, the Company has constituted a Risk Management Committee. The details of Committee and its terms of reference are set out in the Corporate Governance Report forming part of the Board's Report.

The Risk Management Policy of the Company may be referred to at the Company's official website at the web-link http://www.jyoti. com/pdf/risk_management_policy. pdf

BOARD EVALUATION

During the year, the Board adopted a formal mechanism for evaluating its performance and as well as that of its Committees and individual Directors, including the Chairman of the Board.

The evaluation framework for assessing the performance of Directors comprises of the following key areas:

- Attendance and participation in the Meetings and timely inputs on the minutes of the meetings

- Adherence to ethical standards & code of conduct of Company and disclosure of non - independence, as and when it exists and disclosure of interest

- Raising of valid concerns to the Board and constructive contribution to resolution of issues at meetings

- Interpersonal relations with other directors and management

- Objective evaluation of Board's performance, rendering independent, unbiased opinion

- Understanding of the Company and the external environment in which it operates and contribution to strategic direction

- Safeguarding interest of whistle-blowers under vigil mechanism and Safeguard of confidential information The evaluation involves Self-Evaluation by the Board Member and subsequently assessment by the Board of Directors. A member of the Board will not participate in the discussion of his / her evaluation.

EXTRACT OF THE ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT-9 are given in Annexure C forming part of this Report.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on arm's length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with the Promoters, Directors and Key Managerial Personnel, etc., which may have potential conflict with interest of the Company at large.

The Policy on Related Party Transactions of the Company as approved by the Board is uploaded on the Company' s website at the web-link http://www.jyoti.com/pdf/policy%20on_related_party_transactions.pdf. The Audit Committee reviews all related party transactions quarterly.

The particulars of contracts or arrangements with related parties given in "Form AOC-2" are given in Annexure D forming part of this Report.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company appointed M/s. J.J. Gandhi & Co., Practicing Company Secretaries to undertake the Secretarial Audit of the Company for the financial year 2014-15. The Secretarial Audit Report is appended as Annexure E forming part of this Report.

The observations of the Auditor along with comments / clarifications of the Board of Directors thereon are as follows:

- Observation No.1

The 70th Annual General Meeting(hereinafter referred to AGM)of the Shareholders of the Company held on 22nd Sept., 2014 (original date of AGM 11th Sept., 2014 was postponed due to flood in Vadodara for which public notice was given in News papers, the Indian Express and the Financial Express both dated 11th Sept., 2014) at the Registered Office of the Company was adjourned sine die for adoption of Financial Statements as on 31st March, 2014 by the shareholders of the Company. As per requirement of provisions of Section 137(1) of the Companies Act, 2013, the Company could not file Financial Statements adopted by the Shareholders of the Company with the Registrar of Companies, Gujarat. The undaunted Financial Statements filed by the Company pursuant to proviso of Section 137(1) of the Act, are provisional till the Financial Statements are filed after their adoption in the adjourned AGM. Further, Pursuant to requirement of provisions of Section 121(2) of the Companies Act, 2013, the Company had filed report on AGM before its conclusion though the AGM was adjourned sine die.

Clarification / Comment on Observation No.1

The Resolution No.1 pertaining to the adoption of Financial Statements, without assigning any reasons, was not passed as the votes cast against were more than the votes cast in favor of approval. Therefore, the AGM, out of two schools of thoughts about "conclusion of AGM after laying down all prescribed matters before the AGM and after AGM considering all of them", the Chairman of the meeting treated the meeting as adjourned sine die for want of adoption of financial statements in compliance with Section 137 of the Companies Act, 2013.

- Observation No.2

Considering the termination of Shareholders' Agreement dated 14th Sept., 2010, the Board of Directors of the Company at its meeting held on 10th Nov., 2014 resolved that Mr. Bharat Patel and Mr. S N Rajan ceased to be Directors of the Company. The Board further suspended all rights including voting rights attached to 18,00,000 equity shares issued by the Company on preferential basis under the Shareholders' Agreement dated 14th September, 2010. The required compliance for intimation for cessation of Directors of the Company viz. Mr. Bharat Patel and Mr. S N Rajan had not been filed/ uploaded with the portal of Ministry of Corporate Affairs by the Company.

Clarification / Comment on Observation No. 2

To comply with the legal requirements, the Company did make attempts to file / upload the information on portal, yet, as in Form DIR-12, the option for cessation pursuant to the termination of nomination pursuant to explanation under Section 149(7) of the Companies Act, 2013 is not available, the Company could not complete the filing and uploading work. However, it has already approached the Ministry of Corporate Affairs vide letters dated 4th December, 2014, 9th January, 2015, 14th March, 2015, 11th May, 2015 and lastly on 21st May, 2015 and has not only reported the matter but has also requested for removal of difficulty faced by the Company and issue necessary direction to the Company or to the office of the Registrar of Companies, Gujarat, so that Form DIR-12 can be filed/ uploaded. The matter is under the consideration of the Ministry of Corporate Affairs.

INTERNAL CONTROL SYSTEMS

The Company has an adequate system of internal control procedures, which is commensurate with the size and nature of business. Detailed procedural manuals are in place to ensure that all the assets are safeguarded, protected against loss and all transactions are authorised, recorded and reported correctly. The internal control systems of the Company are monitored and evaluated by internal auditors and their audit reports are periodically reviewed by the Audit Committee of the Board of Directors. The observations and comments of the Audit Committee are also generally placed before the Board.

EQUAL OPPORTUNITY EMPLOYER

The Company has always provided a congenial atmosphere for work to all employees that is free from discrimination and harassment including sexual harassment. It has provided equal opportunities of employment to all without regard to their caste, religion, color, marital status and sex. The Company has also framed a Policy on "Prevention of Sexual Harassment" at the workplace. There were no cases reported under the said Policy during the year.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

In terms of the provisions of Section 197(12) of the Companies Act, 2013 (Act) read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules and the disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act, read with Rule5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given in Annexure F forming part of this Report.

STATUTORY AUDITORS

At 70th Annual General Meeting (AGM) of the Company held on 22nd September, 2014, the resolution for appointment of Statutory Auditors was not passed and no other auditor was also appointed at the said AGM, consequently no auditor was appointed in the said AGM. The provisions of Section 139(10) of the Companies Act, 2013 state that if at any Annual General Meeting, no auditor is appointed or re-appointed, the existing auditor shall continue to be the auditor of the Company.

In view of the above, the Statutory Auditors, M/s. V.H. Gandhi & Co., Chartered Accountants, Vadodara hold office up to the ensuing Annual General Meeting and being eligible, offer themselves for appointment. The Board recommends their appointment for a term of two consecutive years from the conclusion of this Seventy First Annual General Meeting up to the conclusion of Seventy Third Annual General Meeting of the Company in the calendar year 2017, subject to ratification of their Appointment in the in remittent Annual General Meeting to be held in calendar year 2016. The Company has received letter from them to the effect that their appointment, if made, would be within the prescribed limits under Section 141 of the Companies Act, 2013 and that they are not disqualified from appointment.

The Auditors' Report to the Members for the year under review is self-explanatory and does not contain any qualification.

COST AUDITORS

In terms of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, certain companies were specifically excluded from maintaining cost records and carrying out cost audit thereof which also included your Company. Therefore, during 2014-15, the Company was neither required to maintain cost records for its products nor carry out cost audit of the same. Further, vide the Companies (Cost Records and Audit) Amendment Rules, 2014, which were notified on 31st December, 2014 and applicable from 1st April, 2015, the Company is once again subject to maintenance of Cost Records of its products such as Motors, Pumps, Turbines, Generators and Relays and is required to get them audited for the financial year 2015-16. Based on the recommendation of the Audit Committee and subject to the ratification of the remuneration of the Cost Auditors by the Members of the Company, the Board of Directors of your Company has appointed the following Cost Auditors for conducting the audit of cost records of the Company for various products for the financial year 2015-16:

(i) M/s. R. K. Patel & Co., Cost Accountants – For Motors and Pumps

(ii) M/s. Y. S. Thakar & Co., Cost Accountants – For Engineering Products such as Turbines, Generators and Relays

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

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.

SIGNIFICANT AND MATERIAL ORDERS / DEVELOPMENTS

In terms of the provisions of Regulation 3(1) & 4 of SEBI (SAST) Regulations, 2011, two acquirers namely Shri Lavjibhai D. Daliya and Anjani Residency Pvt. Ltd. from Surat, Gujarat, on 29.06.2015, have made detailed public statement and have made Open Public Offer for acquisition of 1,28,46,744 equity shares in the Company. The Board is required to make comments on the said Offer through the recommendations of its Committee of Independent Directors before 10th August, 2015. The Offer is not yet open for shareholders for tendering their shares.

APPRECIATION

Your Directors place on record their appreciation and gratitude for the excellent support the Company has received from its workers, employees, customers, vendors and shareholders. They also express their sincere thanks to the CDR Cell, the Bankers and various State Governments for the valuable support extended to the Company.

On Behalf of the Board of Directors

Rahul N. Amin

Chairman & Managing Director

(DIN: 00167987)

Vadodara

20th July, 2015


Mar 31, 2014

The Members of Jyoti Limited

The Directors present this SEVENTIETH ANNUAL REPORT and Audited Accounts for the year ended on 31st March, 2014.

FINANCIAL RESULTS

(Rs. in Lakhs)

2013-14 2012-13

Total Income 24145.28 41987.62

Profit before Finance Cost and Depreciation (4574.13) 2924.84

Less: Finance Cost 6868.86 5436.72

Profit/(Loss) before Depreciation (11442.99) (2511.88)

Less: Depreciation 1000.61 903.18

Profit/(Loss) before Tax (12443.60) (3415.06)

Provision for Taxation

- Current Tax - -

- Deferred Tax 354.97 225.28

- Tax expense for earlier years 40.73 29.25

Balance of Profit/(Loss) for the year (12839.30) (3669.59)

OPERATIONS

A. PERFORMANCE

1. The Net Sales of the Company for the year ended on 31st March, 2014 have been Rs. 231.78 crores as compared to Rs. 410.43 crores of the previous year. The sales are lower on account of following reasons:- a) The slowdown in the economy in general, water and power segments in particular, have taken the toll on the top-line performance of the Company and despite comfortable order book position, the Company could not execute various orders.

b) The process of CDR approval and implementation was completed by December, 2013. During the intervening period, the LC facilities from various banks were not available regularly due to LC devolvements. This affected further LCs to be opened in favour of materials suppliers during April to November, which also affected production and sales.

c) Certain projects, both in irrigation and hydro-generating power segments, where the availability of funds with the end customers was inadequate due to their own problems. The Company curtailed further execution on such orders till outstanding of such customers started being cleared and there was indication about future payments likely to be regular from those customers.

d) Some of the projects, there were external factors such as forest land issue, evacuation, preparation of site, which have affected planned execution and resulted in mismatch of execution in synchronisation with construction companies, which are our major partners in EPC contracts.

2. The loss during the year amounted to Rs. 128.39 crores as compared to previous year loss of Rs. 36.70 crores. Following are the main reasons for such higher losses-

a) The Company''s sales were lower at Rs. 231.78 crores as compared to Rs. 410.43 crores. This lower level of activity resulted in lower absorption of overheads.

b) The material costs have been relatively higher on account of inter-play of various factors such as price negotiation during order finalisation in projects, discounts demanded by customers in product sales, certain strategic orders taken at lower margin for future sustainability of order flow, inflationary pressure in material prices along with increased costs due to delay in execution of various projects, etc.

c) Even though the Company rationalised the manpower at all levels and took further measures to control the employees'' cost, it continued to be higher as compared to the level of activity. This year, the Company has taken further measures on rationalisation of manpower and to control the employees'' cost in other manners, which should result in reduction in losses.

d) The finance cost continued to be very high due to liquidity constraints faced by the Company. The collection from receivables continued to be very challenging affair during the entire year. Further, under CDR Package, many LC devolvements were converted into Working Capital Term Loans with a moratorium of 2 years and thereafter repayment of 5 years. Moreover, all the other Term Loans were also rescheduled with 2-year moratorium and thereafter 6 to 8 years repayment. The Company was also granted additional amounts for need based working capital and fresh term loans for absolutely necessary capital expenditure. This also resulted in higher finance costs.

e) The difficult market situation in the EPC Contracts, have affected the profitability and liquidity of the Company. Secondly, many customers have postponed further capital expenditure in various projects and/or kept in abeyance further implementation. In pursuant to this, the Company has provided for bad and doubtful receivables and advances in the Statement of Profit and Loss.

B. CURRENT OUTLOOK

The Management has already taken various measures for the revival of the Company. The following are some of these measures:- a) As indicated earlier, rationalisation of manpower along with other measures taken in the financial year 2013-14 and in the current year have yielded considerable impact on reduction of overall employees'' cost.

b) The Company has also reduced substantially the expenses in the areas of traveling and conveyance, publicity and other sales promotion expenses, transportation cost of materials from suppliers and to the customers, stationery, printing, expenses on professionals and consultants, insurance and other site expenses, etc. This reduction will give sustainable long term benefit to the Company.

c) The Company has geared up its collection drive. All out efforts are on to collect old receivables, as well as close monitoring at all levels are being done to realise on the current receivables. It is satisfactory to mention that such intensive efforts have improved collection flow and particularly a delayed collection of Karnataka State to the extent of about Rs. 25 crores from a single party. Since these collections have been more forthcoming in last quarter of the year under review, it will have better impact realised in the current year. The Management continues to place highest priority on collections, it is expected that the current year should see better liquidity and easing of operations. With efficient cash flow management and removal of mismatch among the requirements, there would be pockets of liquidity surplus which would be utilised for reduction in finance costs.

d) The Company has stopped taking strategic orders of low margin. Besides, it has now focused on those new orders, where margins are reasonably high and the cash flows are positive even at execution stage.

e) The Management has also cut down all capital expenditure barring absolutely necessary expenditure for operational requirements.

CORPORATE DEBT RESTRUCTURING (CDR)

The slowdown in the economy in general, water and power segments in particular, in last couple of years have affected Company''s operations significantly. The impact on cash flow has been substantial due to delayed collections from most of the customers in these areas. The Company could not meet its commitments with bankers and suppliers and, therefore, there had been delays in clearing of LCs, interest and bank installments, etc. To overcome this situation on a long term basis, the Company opted for debt restructuring exercise, under Corporate Debt Restructuring (CDR) Mechanism as per RBI guidelines, with very well support of bankers, which was finally approved by CDR Empowered Group (EG), vide their Letter of Approval dated 28th September, 2013. As per the Package, with effect from 1st April, 2013, the Company will get the following benefits:- a) Conversion of outstanding LC devolvement into Working Capital Term Loans with 2-year moratorium and thereafter 5-year repayment period.

b) Re-schedulement of all existing term loans with 2-year moratorium and thereafter 6-year to 8-year repayment period.

c) Granting of fresh term loans for capital expenditure and retention receivables, with 2-year moratorium and thereafter 8-year repayment period.

d) Funding of interest on various term loans for the 18 months period from 01-04-2013 to 30-09- 2014, to be repaid over a period of 3.5 years.

e) Reduction of interest rates on working capital and term loans with effect from 01-04-2013.

f) Flexibility in calculation of drawing power for 2 years i.e. FY2013-14 and FY2014-15.

Your Directors would like to place their grateful acknowledgment of support given by all the banks and CDR Cell for giving such comprehensive restructuring package at very crucial time of the Company.

It is believed that the Company would be able to withstand the pressure of difficult market situation and will be able to revive and come out of the financial difficulties on the implementation of the package so finalised.

REGISTRATION WITH THE BOARD FOR INDUSTRIAL AND FINANCIAL RECONSTRUCTION (BIFR)

As per the Audited Financial Statements for 2013-14, the accumulated losses of the Company as on 31st March, 2014, have exceeded its entire net worth as on the same date, as such the Company has become a sick industrial company and is obligated to make the necessary reference with the Board for Industrial & Financial Reconstruction (BIFR) in terms of the provisions of Section 15(1) of the Sick Industrial Companies (Special Provisions) Act, 1985 (SICA), for determination of measures for its rehabilitation. The Company is in the process of making the necessary statutory compliances.

DIVISIONAL PERFORMANCE

A. ENGINEERED PUMPS & PROJECTS DIVISION

During the year under review, Engineered Pumps & Projects Division (EPPD) business remained stagnant in view of difficult market situation and poor economy. Even though the division had orders, which would have ensured growth, strategically the project execution was delayed due to non-availability of budgets and funds with customers. In view of the economic slowdown, the

infrastructure companies, who are the main customers of EPPD were also going through a very difficult phase. During the end of the year, the division has a carry forward order book of Rs. 423 crores.

The division has received two orders from NTPC Limited during the year. The division received an order for CW system of 1 x 500 MW from NTPC, Vindhyachal on its own qualification and merits. This is the first time the division has got qualified on its own for a 500 MW project based on its successful commissioning of 3 x 500 MW NTPC Aravali Project. Similarly, the division has also received an order for Raw Water System for 2 x 660 MW for NTPC Solapur Project.

During the year, the division has for the first time received an order for Sewage Treatment Plant from Delhi Jal Board through JITF Water Infrastructure Ltd. With this order, the division will also get qualified for Sewage Treatment Plants upto 70 MGD. The other important order the division has received, was for Koppal-2 Lift Irrigation Scheme from G. Shankar-IVRCL JV for Krishna Bhagya Jal Nigam Limited valued at Rs. 95 crores. This project calls for supply of Metal Volute Pumps with Synchronous Motors of about 5 MW each along with all other electro-mechanical and instrumentation work which includes erection, testing and commissioning and operation and maintenance for 5 years. For this project, the division got qualified for Metal Volute Pumps on its own merit.

The division has successfully supplied, erected, tested and commissioned Gadhadha NC-1A Lift Irrigation Scheme for Gujarat Water Infrastructure Ltd. (GWIL), which includes civil, electro- mechanical including 66kV switchyard in a record time of 9 months. The project was awarded to the division in the month of August 2012 and was commissioned in May 2013.

For other NC projects of GWIL, the division has supplied Horizontal Split Case pumps and motors through Megha Engineering & Infrastructures Ltd. and Larsen & Toubro Ltd. in record time. The total number of pumps and motors supplied were 41 Nos.

More than Rs. 500 crores worth orders are under discussion and negotiation with various customers, where the division is well placed. The division expects to finalise these orders during the first half of next financial year.

The division is hopeful that the infrastructure business will get a boost after the upcoming General Elections in the next financial year and the division is geared up for taking up the challenges of future.

The division is now concentrating for closing and handing over of various ongoing projects, to realise its payment from customers.

B. HYDEL

The Hydro Power business continues to grow at a very slow pace, due to major environmental issues and lack of financial support. Even though the division has a pending carry forward order of Rs. 74 crores for the next financial year, the growth is not being achieved, since most of these orders are under hold for either environmental or financial reasons. The division is also been very selective and careful in taking up new jobs for execution.

During the year, the model testing of Low Head Kaplan Turbine was carried out successfully by NTPC Limited, which was developed for Jyoti Limited in technical collaboration with CKD Blansko Engineering, a.s. (CBE) of Czech Republic for NTPC Singrauli 2 x 4 MW project.

The division has already supplied turbines and generators for six different projects in Indonesia, out of which three projects are being successfully commissioned including Karai-13 (2 x 4.2 MW), which was commissioned during the year under review. The division is actively pursuing to increase its base in Indonesia for future business.

The division has successfully manufactured and supplied the largest ever draft tube for a 40 MW hydro turbine under technical guidance from CKD Blansko Engineering, a.s. (CBE) of Czech Republic for 2 x 40 MW Koyna Hydro Power Station. With this, the division has entered into large hydro sector. All other stationary components of the turbine are under manufacturing.

The division is hopeful to revive their business and ensure growth in the subsequent years as major post election policies are expected to increase the share of hydro power generation.

C. ROTATING ELECTRICAL MACHINES

During the year, the division was concentrating on developmental activities in view of low business volumes mainly due to slow down in the infrastructure business and the economy. Even during this year, the wind energy business was at a very low profile and hence, the division could not sell the wind energy generators, which is their star product. The business of Arno has also substantially gone down in view of lower budgets. The reduced business volume resulted into increased discounts in the market and the division was not able to absorb such heavy discounts. As a part of cost reduction, the division was concentrating on development of lower frame motors with higher output and creating infrastructure for manufacturing HT and LT motors with die-cast motors upto 700 KW. The division has also increased its type testing capability by successful commissioning of Dynamo meter for type test and temperature rise test of horizontal and vertical motors upto 2400 KW.

During the year, the division has manufactured 71 Nos. of HT motors and 13 Nos. of Hydro Generators. The division has received an order for 16 Nos. of HT motors from Western Coalfields, Nagpur under stiff competition. The division further expects good order book position in the next financial year post, General Elections.

D. SWITCHGEAR

During the year under review, the Switchgear Division has achieved Sales of Rs. 6037 Lakhs and has received orders worth Rs. 7182 Lakhs.

Some of the milestones achieved by the Division during the financial year 2013-14 are enumerated below:- 1. The Company has received orders from GETCO for supply of VCB panels worth Rs. 2300 lakhs.

2. The Company has completed development of 11KV-SF6 Ring Main Unit (RMU) and complete type-testing of the RMU was done at CESI, Italy. The Company has received its first break through order from MGVCL – GEB DISCOM worth Rs. 440 lakhs for supply of 100 (Nos.) RMU. The Company has also received orders from various customers, such as DGVCL Surat, IOCL Baugaigaon, Monte Carlo- A/c UGVCL, etc.

3. The Company has further received prestigious orders aggregating to Rs. 1303 Lakhs from BPCL, CPCL, Oil India, Department of Atomic Energy, DPDC-Bangladesh.

During the year, the Company has re-certified various products as a continuous product certification process. In accordance with the latest IEC-62271-200 requirement and IAC classification certification, the Company has for the first time type-tested Internal Arc Test at 25 KA for 1 sec at PEHLA Germany, which was successful.

High End Numerical Relays of Protecta Hungary were installed at various important customers of India in their Transmission Network such as PSPTCL (Punjab), UPTCL (U.P.), BSES (Delhi), CSPTCL (Chhatisgarh), JKPDCL (J&K) and the performance of installed Relays is very good.

As R-APDRP projects are funded by the Government of India and huge requirement of RMU is projected in the next five years, there will be a good flow of orders for RMU and huge growth in

RMU Business is expected. For other Medium Voltage Switchgear Products also with the continuous thrust the requirement is bound to grow in power sector. The position of the order book is expected to further perk up post the General Elections.

EXPORTS

During the year under review, the Company has total exports valued at Rs. 1132.76 lakhs. The Company''s major exports are to Sultanate of Oman for Switchgear and Indonesia for Hydel Turbines.

PUBLIC DEPOSITS

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

AUDITORS'' REPORT

The observations made in the Auditors'' Report are self-explanatory and are also clarified in the Notes forming part of the Accounts and, therefore, do not call for any further comments under Section 217(3) of the Companies Act, 1956.

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

As required by the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, the relevant data pertaining to conservation of energy, technology absorption and foreign exchange earnings and outgo are given in Annexure-A forming part of this Report.

PARTICULARS OF EMPLOYEES

The information required under Section 217 (2A) of the Companies Act, 1956 and the Rules made there under is given in the Annexure to this Report and forms part of the Report. However, in terms of Section 219(1)(b)(iv) of the Companies Act, 1956, the Report and Accounts are being sent to the shareholders excluding the aforesaid Annexure. Any Shareholder interested in obtaining copy of the same may write to the Company Secretary at the Registered Office.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, Management Discussion and Analysis, a Report on Corporate Governance and a Certificate from the Auditors of the Company are given in Annexure-B and Annexure-C respectively; which forms part of this Report.

CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES

Your Company has undertaken several Corporate Social Responsibility (CSR) initiatives in the field of education through the Navrachana Education Society (NES) since around five decades. NES, which was established as a Charitable Trust registered in the year 1965, has been successful in imparting quality education through the various Institutes running under its name. At present, around 7500 students are enrolled with the Institutes of NES and approximately 600 teachers and staff members are employed. Amongst other Institutes, NES is also instrumental in running a school for the under-privileged children in the name of Navprerna School, since 2002. In light of the growing need for quality education and in order to make education affordable and accessible to the under- privileged, your Company considers it as a moral duty to continue with its CSR activities in this field in the years in come.

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

The Directors confirm that :- (i) in the preparation of the annual accounts, the applicable accounting standards have been followed by the Company;

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

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

(iv) annual accounts have been prepared on a ''going - concern'' basis.

AUDITORS

The Members are requested to appoint Statutory Auditors at the ensuing Annual General Meeting to hold office from the conclusion of the said meeting until conclusion of the next Annual General Meeting. M/s. V. H. Gandhi & Co., Chartered Accountants, Vadodara, the existing Statutory Auditors have, under Section 141 of the Companies Act, 2013, furnished a Certificate of eligibility for their re-appointment as Statutory Auditors of the Company.

As per the requirement of Central Government and pursuant to Section 141(3) and Section 148(5) of the Companies Act, 2013, and as per Cost Audit Order No.52/26/CAB-2010 dated 24th January, 2012, your Company carries out an audit of cost records relating to Electric Motors and Power Driven Pumps every year. Subject to the approval of the Central Government, the Audit Committee and further subject to the ratification by the shareholders at the ensuing Annual General Meeting, the Company has appointed M/s. R. K. Patel & Co., Cost Accountants, having their head office at 314, Phoenix Complex, Nr. Suraj Plaza, Sayajigunj, Vadodara - 390 005, as Cost Auditors to audit the cost records relating to Motors and Pumps of the Company for the financial year 2014-15.

As per the requirement of Central Government and pursuant to Section 141(3) and Section 148(5) of the Companies Act, 2013, and as per Cost Audit Order No.52/26/CAB-2010 dated 24th January, 2012, your Company carries out an audit of cost records relating to Engineering Products such as Generator, Turbine, Switchgear and Relay Panels audited for the financial year 2014-15. Subject to the approval of the Central Government, the Audit Committee and further subject to the ratification by the shareholders at the ensuing Annual General Meeting, the Company has appointed M/s. Y. S. Thakar & Co., Cost Accountants, having their head office at SF-7, Vrund Complex, Productivity Road, Akota, Vadodara - 390 020 for auditing the cost records relating to Engineering Products of the Company for the financial year 2014-15.

The Cost Audit Reports and Compliance Reports for the financial year 2012-13, which are due to be filed in XBRL with the Ministry of Corporate Affairs on 30th September, 2013, was filed on 27th September, 2013.

APPRECIATION

Your Directors place on record their appreciation for the excellent support the Company has received from its employees, customers and shareholders. They also express their sincere thanks to the CDR Cell, the Bankers and various State Governments for the valuable support extended to the Company.

On Behalf of the Board of Directors

Rahul N. Amin

Chairman & Managing Director

Vadodara 27th May, 2014


Mar 31, 2013

To The Members of Jyoti Limited

The Directors present this SIXTY-NINTH ANNUAL REPORT and Audited Accounts for the year ended on 31st March, 2013.

FINANCIAL RESULTS

(Rs. in Lakhs)

2012-13 2011-12

Total Income 41987.62 51059.75

Profit before Finance Cost and Depreciation 2942.50 5498.82

Less: Finance Cost 5454.38 3680.27

Profit/(Loss) before Depreciation (2511.88) 1818.55

Less: Depreciation 903.18 690.82

Profit/(Loss) before Tax (3415.06) 1127.73

Provision for Taxation - Current Tax - -

- Deferred Tax 225.28 281.52

- Tax expense for earlier years 29.25 102.39

Balance of Profit/(Loss) for the year (3669.59) 743.82

Balance brought forward from the previous year 2613.38 2068.64

Amount available for appropriation (1056.21) 2812.46

Proposed Dividend - 171.29

Tax on proposed Dividend - 27.79

Balance Profit/(Loss) carried to Balance Sheet (1056.21) 2613.38

OPERATIONS

The year under review has not been encouraging for Companies engaged in infrastructure business, your Company not being an exception. This sector was starved of funds and policy support from Central Government and uncertainties at State Government levels due to which many projects were delayed, shelved or ran aground. Added to this, many projects faced legal battles from NGOs or others on environmental clearances. Your Company was thus faced with the piquant situation of existing orders being put on hold by customers and order booking getting dried up or facing stiff erosion in margin. Your Company has thus achieved sales of Rs. 410.43 crores during the year 2012-13 as compared to the sales of Rs. 501.18 crores achieved during the previous year leading to a loss of Rs. 36.70 crores during the current year as compared to the profit of Rs. 7.44 crores achieved during the previous year. The profitability of the Company was eroded on account of lower sales which could not cover the overheads fully.

The Company has taken proactive steps to arrest the downward slide. In line with the reduced turnover, the Company has taken steps to reduce overheads substantially by concentrating its attention on manpower, material, financial costs and other administrative expenses to improve profitability. This will improve bottom line of the Company. The Company has decided to balance the uncertainties of project based divisions like Irrigation, Power and Hydel by judiciously concentrating on faster turnover in products based divisions like Switchgear, Rotating Electrical Machines and Standard and Heavy Pumps which have shorter cycle of order receipt to collection. These divisions would thus offset the uncertainties faced by project based divisions when the market and policy are sluggish.

Inspite of above, we are happy to report that the Company has order book of Rs. 603 crores as on 1st April, 2013 and the Company is favourably placed in orders to the tune of Rs. 1000 crores which should fructify soon. Thus, the Company which is in the core sectors of Water and Power has bright future inspite of this temporary setback.

FINANCE

During the year under review, the Company faced unprecedented liquidity crunch due to lower level of collections from customers. Despite intensive efforts and forming of task force to collect the receivables, the market condition did not allow improvement in cash flows from collections and, therefore, the Company had to resort to large borrowings. The Company got excellent support from its lending Banks, by way of increase in normal banking arrangements, to meet challenges on cash flows. Further to this, the Banks additionally supported the Company by way of buyer''s credits against import of materials, which buyer''s credits were availed at much lower finance costs. Despite this support, the liquidity strain affected the Company''s cash flow and resultantly it could not pay some portion of buyer''s credit and Government dues aggregating to Rs. 42.43 crores by 31st March, 2013.

In the current financial year 2013-14, the market situation continues to be very difficult in relation to cash inflows. It is also felt that the user business segment of water and power for the Company will continue to be affected for various reasons in near visibility.

The Company has, therefore, approached its bankers for restructuring plans, preferably under Corporate Debt Restructuring (CDR) mechanism, like revising repayment schedule of all existing loans, getting interest reduction on all types of Bank borrowings and other supportive measures so that the Company can withstand the liquidity strain as well as sustain its operations with necessary flexibility of cash flows.

DIVISIONAL PERFORMANCE

ENGINEERED PUMPS & PROJECTS

During the year under review, Engineered Pumps & Projects Division (EPPD) did not focus on growth in view of the difficult market situation. The division was working more towards consolidating and maintaining its present market status. Unfortunately, even in the core sectors of Water Supply, Irrigation and Power there was no major thrust either by way of new projects or financing of existing projects. However, the division could survive on its own, in view of its order book position.

A very important milestone and landmark of the year was with the Power division of EPPD entering into an Agreement with M/s. Termomeccanica Pompe (TMP) of Italy for manufacturing and supply of Concrete Volute Pumps for large Thermal and Irrigation Projects. TMP is the leading manufacturer of Concrete Volute Pumps in Italy. They have supplied and commissioned more than 157 Nos. Concrete Volute Pumps. With this arrangement, your Company can qualify for quoting for large thermal power projects with single unit of 800 MW.

During the year, unfortunately, not even one power project was finalised by NTPC Limited – the largest thermal power producer in the country. However, in the last quarter of the financial year, major tenders were floated for 660 MW and 800 MW power projects by NTPC. In view of the recent collaboration with TMP and earlier collaboration with DMW Corporation of Japan, the division could successfully participate in these bids where earlier your Company was not getting qualified. The division is well placed in these tenders and is looking forward for a major market share in large rating thermal power plants.

During the year, the division has also received a major order from NTPL (a subsidiary of NLC) on a turnkey basis including civil, design, engineering, manufacturing, supply, erection & commissioning of electro-mechanical equipments. The order value is worth Rs. 38 crores. This project is for make up water system and is designed for sea water application.

During the year, the division could get 75% share of various orders finalised by the Government of Gujarat for Lift Irrigation and Water Supply. The division bagged five turnkey projects involving design, engineering, manufacturing and supply of electro-mechanical equipments valued at Rs. 85 crores. Similarly, the division has also supplied only pumps and motors for certain projects valued around Rs. 10 crores. In Gujarat alone, the division could successfully bag orders of around Rs. 90 crores and executed orders worth Rs. 65 crores during the same year. The number of large pump orders received from Gujarat State alone during the year under review for Irrigation & Water Supply contracts was 77 in nos.

The division has submitted tenders worth Rs. 1000 crores where they are well placed. Even though temporary slow down was experienced, the division has geared up during this lean period for a better future. The core sectors will definitely get its due attention from the Government and the division is all set to support this growth.

HYDEL

The Hydro Power generation is growing at a very slow pace mainly due to environmental and forest related issues and also lack of support from financial institutions. No major orders were finalised during the year by Government and private developers. Most of the Government projects have been delayed for more than a year.

The division has bagged the 6th project order from Indonesia for 2 x 1.5 MW Hydro Power Project. The division is focusing on further increasing its base in Indonesia.

The division already has a technical tie-up with CKD Blansko Engineering, a.s. of Czech Republic (100% subsidiary of Litostroj Power) for large turbines projects on case to case basis. During the year, the division has procured the complete design of low head turbine models with very high efficiency to improve upon its manufacturing range. This will help the division to quote for major tenders in Kaplan turbines.

The division has already submitted various tenders and many delayed tenders are in pipeline where the division is working actively. The total expected tenders where the division is well placed is approx. Rs. 600 crores. The division expects a very good future in the forthcoming years and presently has a strong order position on hand worth Rs. 100 crores.

ROTATING ELECTRICAL MACHINES

During the year, even though the production levels were maintained similar to the previous year, the price realisation was not good enough to sustain. The Wind Energy Generators and Arno Converters which are the main products of this division, had a set back. The Wind Energy business during the year did not show any sign of improvement which affected generator business badly. The intake of Arno Converters by Indian Railways had also substantially gone down during the year. However, in the forthcoming year, the division expects a very good business for Arno Converters.

During this lean period, the division was getting prepared for its future. All the existing designs were reviewed by the division for improvement in terms of better output. The division has successfully implemented new range of machines with lower frame by using the most sophisticated and latest technology software of ANSYS from USA and Infolytica from Canada. Even the small motor division has gone for a major cost reduction by converting all its existing motors from Copper Wound Rotors to Die-Cast Rotors. This will help the division to compete in the market for lower ratings upto 1000 KW.

The type testing facility has also been created for testing both Horizontal and Vertical Motors upto 2500 KW in-house. However, load testing of the motors can be done with pumps even upto 6 MW with the newly installed captive generator set of 8 MW. The division is all geared up for growth and is ready to enter the market aggressively.

SWITCHGEAR

During the year under review, the division has registered all time high production of Rs. 7751 lacs (which includes sales of Rs. 7501 lacs), which is 35% higher in terms of value over the previous year 2011-12.

The Company has bagged various 11 kV VCB panel orders from GETCO worth approx. Rs. 2600 lacs. This includes largest order from GETCO for 540 nos. panel supply and buyback having worth Rs. 1350 lacs. Apart from above, GETCO has awarded an order for modification of 514 Nos. panel which were supplied by the Company. This order is a repeat order and under Human Safety aspect. As reported last year, the Company has developed SF6 Ring Main Unit (Jyoti Ring) with the design collaboration with M/s. Elmecon, U. K. based design house. This product has been tested at ERDA, Vadodara and CESI, Italy. CESI is an International testing laboratory and Jyoti Ring has passed all the type tests successfully in one shot.

During the year under review, the Company has made collaboration and tie-up with Hungary based European Company namely M/s. Protecta Ltd., for Numerical Relays and their sub-station Automation products, with a vision of establishing a manufacturing set-up in India for an Indian market in coming five years. Your Company will be the only Company in India who will supply this Protecta Numerical Relays which are suitable for Transmission, Distribution and Generation requirements.

Your Company has developed HT Automatic Power Factor Capacitor Panels and fully type tested as per latest standards. This product is useful for H.T. Capacitor Banks in Distribution, Generation and Transmission network up to 12 kV systems.

During the year under review, the Company has re-certified various products such as 33kV Indoor VCB panels, 33kV Outdoor VCBs as a continuous product certification process.

With the continuous thrust of the Government in the Power Sector, the requirement of Medium Voltage Switchgear is bound to grow in Power Sector and the division is expected to perform better in the years to come.

EXPORTS

During the year under review, the Company has total exports valued at Rs. 13.33 crores. The Company''s major exports are to Sultanate of Oman for Switchgear, Vietnam and Indonesia for Hydel Turbines. In the years to come, the Company is looking forward to enhance its export market in other countries.

PUBLIC DEPOSITS

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

AUDITORS'' REPORT

The observations made in the Auditors'' Report are self explanatory and are also clarified in the Notes forming part of the Accounts and therefore, do not call for any further comments under Section 217(3) of the Companies Act, 1956.

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

As required by the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, the relevant data pertaining to conservation of energy, technology absorption and foreign exchange earnings and outgo are given in Annexure-A forming part of this Report.

PARTICULARS OF EMPLOYEES

The information required under Section 217 (2A) of the Companies Act, 1956 and the Rules made thereunder, is given in the Annexure to this Report and forms part of the Report. However, in terms of Section 219(1)(b)(iv) of the Companies Act,1956, the Report and Accounts are being sent to the shareholders excluding the aforesaid Annexure. Any Shareholder interested in obtaining copy of the same may write to the Company Secretary at the Registered Office.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, Management Discussion and Analysis, a Report on Corporate Governance and a Certificate from the Auditors of the Company are given in the Annexure-B and Annexure-C respectively which form part of this Report.

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

The Directors confirm that :- (i) in the preparation of the annual accounts, the applicable accounting standards have been followed by the Company;

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

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

(iv) annual accounts have been prepared on a ''going - concern'' basis.

DIRECTORS

The Remuneration Committee and the Board of Directors at their meeting held on 14th February, 2013 have approved the appointment of Ms. Shubhalakshmi R. Amin as Wholetime Director of the Company for a period of three years with effect from 14th February, 2013 subject to the approval of Shareholders at the ensuing Annual General Meeting.

In accordance with the provisions of the Companies Act, 1956 and Articles of Association of the Company Mr. U.V.Desai and Dr. B.S.Pathak retire by rotation at the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment.

Brief details about Ms. S.R.Amin, Mr. U.V.Desai and Dr. B.S.Pathak as required under the Corporate Governance Code, are given hereunder.

Ms. Shubhalakshmi R. Amin (25) did her IB schooling from The International School, Bangalore and did her Bachelor in Electrical Engineering from prestigious University of Illinois Urbana Champaign,USA. She was recruited from the campus of the University of Illinois by Microsoft Corporation at its Seattle Headquarters where she worked for three years as Program Manager. She joined the Company as General Manager w.e.f. 24th May, 2012.

Ms. Shubhalakshmi R. Amin is not a Director in any other Company.

Mr. U. V. Desai, 75, is a Graduate in Electrical Engineering from London University, U.K. He has over 40 years experience in Management and Manufacturing. He pioneered in India the concept of Steel Modular Furniture systems for use in Laboratories. He also devotes considerable time for the cause of education as an active Trustee of several Charitable Institutions. Mr. Desai has been a Director of the Company since 29th January, 1995.

Mr. U.V. Desai is not a Director in any other Company.

Dr. Bhimsen Pathak, 79, is B.Sc. Agri. Engg. Allahabad University, 1951, Doctorate in Agri. Engg., Landwirtsch-Aftliche Hochschule, Stuttgart-Hohenheim, West Germany, 1963.

Dr. Bhimsen Pathak joined Punjab Agricultural University (PAU) as Associate Professor in 1965 at Hissar Campus. Early in 1967 he became the first Professor-cum-Head of the Dept. of Agricultural Engineering in the college of Agricultural Engineering (CAE) of PAU at Ludhiana. He played the key role in developing programmes of research and post-graduate teaching in Agricultural Engineering. He took over as Dean, CAE in 1973 and continued in that position till 1980. During this period CAE was awarded ICAR/UNDP Project Centre of Advanced Studies in Agricultural Engineering.

Dr. Bhimsen Pathak introduced the concept of energy being an essential input for modernising Indian agriculture. He was associated with the drafting of ICAR''s coordinated project ''Energy Requirements of Agriculture'' in 1970 and was the honorary coordinator of this project during initial period of its implementation.

He has been Chairman of the Scientific Panel on Agricultural Engineering of ICAR for about 10 years, Convenor of the Working Group on Energy of National Commission on Agriculture, Chief Editor of Journal of Agriculture Engineering and President of Indian Society of Agricultural Engineering (ISAE). He is a Fellow of Indian Society of Agricultural Engineering, Indian Standards Institute and National Academy of Agricultural Sciences. He was closely associated with the drafting of the policy document on agricultural mechanisation of Ministry of Agriculture, Government of India.

Dr. Bhimsen Pathak has worked as Consultant in many international programmes. From 1985 to 1990 he was FAO-UNDP Project Manager for the establishment of Agricultural Implements Research and Improvement Centre in Ethiopia.

Dr. Bhimsen Pathak joined Sardar Patel Renewable Energy Research Institute (SPRERI) as its Director in 1997 and retired in the year 2010. He has patented the design of modular down draft gasifier and the rights have been transferred to SPRERI. Dr. B.S. Pathak has been a Director of the Company since 27th March, 2009.

Directorship in other Companies are:

Gangeya Green Tech Pvt. Ltd. Director

Dr. B.S. Pathak is not a member of any Committee of Directors of any other Company.

AUDITORS

The Members are requested to appoint Statutory Auditors at the ensuing Annual General Meeting to hold office from the conclusion of the said meeting until conclusion of the next Annual General Meeting. M/s. V.H. Gandhi & Co., Chartered Accountants, Vadodara, the existing Auditors have, under Section 224 (1B) of the Companies Act, 1956, furnished Certificate of their eligibility for re-appointment.

As per the requirement of Central Government and pursuant to Section 233B of the Companies Act, 1956, and as per Cost Audit Order No.52/26/CAB-2010 dated 24th January, 2012, your Company carries out an audit of cost records relating to Electric Motors and Power Driven Pumps every year. Subject to the approval of the Central Government, the Company has appointed M/s. R.K.Patel & Co., Cost Accountants having their head office at 314, Phoenix Complex, Nr. Suraj Plaza, Sayajigunj, Vadodara- 390 005 as Cost Auditors to audit the cost records relating to Motors and Pumps for the Financial Year 2013-14.

As per Cost Audit Order No.52/26/CAB-2010 dated 24th January, 2012 the Company is subject to cost audit and is required to get its cost records relating to Engineering products such as Generator, Turbine, Switchgear and Relay Panels audited for the Financial Year 2013-14. Subject to the approval of the Central Government, the Company has appointed M/s. Y.S.Thakar & Co., Cost Accountants having their head office at SF-7, Vrund Complex, Productivity Road, Akota,Vadodara-390 020 for auditing the cost records relating to Engineering products for the Financial Year 2013-14.

The Cost Audit Reports and Compliance Reports for the Financial Year 2011-12 which was due to be filed in XBRL with the Ministry of Corporate Affairs on 27th September, 2012 extended till 31st December, 2012 was filed on 19th December, 2012.

APPRECIATION

Your Directors place on record their appreciation for the excellent support the Company has received from its employees, customers and shareholders. They also express their sincere thanks to the Bankers and various State Governments for the valuable support extended to the Company.



On Behalf of the Board of Directors

Rahul N. Amin

Chairman & Managing Director

Vadodara

30th May, 2013


Mar 31, 2012

To The Members of Jyoti Limited

The Directors present this SIXTY EIGHTH ANNUAL REPORT and Audited Accounts for the year ended on 31st March, 2012.

FINANCIAL RESULTS

(Rs. in Lakhs)

2011-12 2010-11

Total Income 51047.82 38666.43

Profit before Finance Cost and Depreciation 5486.89 4878.44

Less: Finance Cost 3680.27 2894.84

Profit before Depreciation 1806.62 1983.60

Less: Depreciation 690.82 451.81

Profit before Exceptional Items 1115.80 1531.79

Exceptional Items (11.93) 10.14

Profit before Tax 1127.73 1521.65

Provision for Taxation - Current Tax - 310.00

- Deferred Tax 281.52 25.35

- Tax expense for earlier years 102.39 -

Balance of Profit for the year 743.82 1186.30

Balance brought forward from the previous year 2068.64 1150.89

Amount available for appropriation 2812.46 2337.20

Proposed Dividend 171.29 205.55

Tax on proposed Dividend 27.79 33.35

Transferred to General Reserve - 29.66

Balance Profit carried to Balance Sheet 2613.38 2068.64

DIVIDEND

The Directors are pleased to recommend a dividend of Rs. 1 per Equity Share (i.e. 10%) (previous year Rs. 1.20 per Equity Share i.e. 12%) on 1,71,28,992 Equity Shares of Rs. 10 each for the Financial Year ended on 31st March, 2012.

OPERATIONS

This was the mile-stone year for the Company as it achieved the target of Rs. 500 crores turnover in spite of adverse and challenging economic conditions.

The total income of the Company for the financial year under review was Rs. 510.48 crores as against Rs. 386.66 crores for the previous year registering an increase of 32.02%. The Profit before Tax was Rs. 11.28 crores and the Profit after Tax was Rs. 7.44 crores for the financial year under review as against Rs. 15.22 crores and Rs. 11.86 crores respectively for the previous financial year.

The profitability of the Company during the year under review was mainly affected due to increase in overall material cost, weakening of Rupee which adversely affected import cost, scarcity of funds in the market due to policy paralysis which increased cost of borrowing and delayed realization from customers. This problem has affected major infrastructure companies in India and Jyoti, being in core sector of water and power, had to face these difficulties.

The Company has pending orders worth Rs. 741 crores at the beginning of the current year i.e. 1st April, 2012.

FINANCE

During the year under review, the Company faced considerable strain on liquidity front due to difficult market conditions affecting the collection from the customers. The Company could get substantial and timely support from its bankers and other market players to meet this liquidity shortage. It may be mentioned that while overall interest costs were going up in the market, the Company could reduce its interest rates on various banking facilities. This reduction in interest rates was more than off-set by increase in total borrowings. The Company has already put intensive efforts to shore up collection and to reduce the borrowings so that the Company's financial leverage can again be within reasonable levels.

DIVISIONAL PERFORMANCE ENGINEERED PUMPS & PROJECTS

During the year under review Engineered Pumps & Projects Division (EPPD) has achieved a turnover of Rs. 340 crores which is 41% growth over the last financial year. The division has manufactured and supplied 176 Nos. of large pumps for various Lift Irrigation, Water Supply and Power Projects which is 42% growth over the last financial year.

The Power Division of EPPD has entered into an exclusive agreement with M/s. DMW Corporation, Japan for manufacturing and supply of Circulating Water Pumps and other large pumps for Thermal and Nuclear Power Projects. M/s. DMW Corporation is the leading Pumps manufacturer in Japan. They have supplied and commissioned more than 300 circulating water pumps and are one of the leading suppliers for Nuclear Power Stations. With this agreement, the Company would be eligible to bid for power plants with single unit capacity of 1000 MW.

The division, during the year has successfully commissioned CW systems for two units of 500 MW at Aravali Thermal Power Station and the third unit is under commissioning. Similarly, make up water system for Adani Power Maharashtra Limited for their 3 x 660 MW Tiroda Thermal Power Project which includes make up water pump of 8000 cu. mtr/hr. and 75 mtr. head was commissioned with motors of 2.2 MW along with balance of plant. Both these projects were commissioned in record time as per customers' requirement.

The division has received prestigious order from M/s Marg Limited for 2 x 250 MW Thermal Power Project at Bhavnagar in Gujarat, worth Rs. 53 crores. This includes design, manufacturing, supply, erection & commissioning of CW system, make up water system and raw water system for sea water application in special material of construction. The division is also executing a very prestigious order for Naval Dockyard along with Hindustan Construction Co. Ltd. This project is for Dry Dock de-watering along with critical systems and auxiliaries. This order is valued at Rs. 85 crores.

The division is executing various projects in the country in technical collaboration with various partners. Four irrigation projects in Andhra Pradesh are under execution along with CKD Blansko Engineering and Sigma Group a.s. of Czech Republic. Similarly, the prestigious order for Sardar Sarovar Narmada Nigam Limited, Gujarat is under execution in collaboration with Hitachi, China.

The division is actively looking at establishing itself in the Power Transmission and Distribution Sector which includes Switchyards and Transmission upto 400 kV. This business is complimentary to the existing business line of the division.

The division has a pending order position of Rs. 546 crores as on 31st March, 2012 and expects a substantial improvement in the next financial year in view of the expected tenders in the Power and irrigation sector.

HYDEL

The division achieved the turnover of Rs. 59 crores. The division has excellent prospects in view of the major thrust being given to development of renewable sources of energy by the Government. The division has decided to expand its range from 10 MW to 50 MW and to support this vision, the division has signed a Memorandum of Understanding with CKD Blansko Engineering, Czech Republic for technical support for various tenders above 10 MW.

During the year, the division has successfully entered the higher range of hydro equipments by bagging the prestigious order of 2 x 40 MW Koyna Hydro Project in the state of Mahrashtra from IVRCL Limited. This turbine has been designed and engineered by CKD Blansko Engineering and the stationary components are being manufactured by the Company. This will improve the credentials of the division in support of their vision.

During the year, National Thermal Power Corporation Limited has been added in the list of prestigious customers of the division. NTPC has placed an order for Hydro equipments for 2 x 4 MW Singrauli Project which includes design, engineering, supply, erection, testing and commissioning of turbines and generators and other electro-mechanical systems.

The division is continuing to maintain its strong presence in Indonesia by receiving three prestigious orders from three different customers. Prior to this, two projects have been successfully commissioned in Indonesia and which are working satisfactorily.

The division is actively pursuing refurbishment market jobs considering its added advantage of being a manufacturer of turbine, generator, H.T. panel and other auxiliary equipments.

The division has already supplied 465 Nos. of turbines till date with the installed capacity of 422 MW. With the pending order position of Rs. 149 crores as on 31st March, 2012, the division is looking out for better growth in the years to come.

ROTATING ELECTRICAL MACHINES

During the year under review, the division has achieved a turnover of Rs. 41 crores which is 23% growth over the last financial year. The number of H.T. machines manufactured during the year were 192 as compared to 116 in the previous year which shows an increase of 65%. The division has manufactured 827 L.T. machines as compared to 748 machines in the previous year.

The division has established itself as a reputed manufacturer of Wind Energy Generators of 250 kW and 750 kW. These generators are designed for dual speed operations.

The division has enhanced its infrastructure facilities for testing by increasing test bed locations and adding dynamometer for type testing motors upto 2500 kW. With this, the division is planning to improve its productivity, quality and service to their customers with a goal for sustained growth in the years to come.

The division has a pending order of Rs. 21 crores as on 31st March, 2012.

SWITCHGEAR

During the year under review, the division executed orders (including exports) worth Rs. 56 crores which is 16% growth in sales compared to last year. The Division executed major orders received from GETCO, HCPL, CPCL, NCC, KOTA TPS among others.

During the year under review, the Division bagged the largest human safety aspects modification supply and service order from GETCO for 1650 Nos. panels worth Rs. 5.30 crores. The division developed

12 kV Vacuum Contactor and has already supplied about 140 Nos.

In the year the total order booking was of Rs. 58.05 crores, which includes a major order worth Rs. 10 crores from GETCO, Gujarat and M/s. Fernace, Delhi worth Rs. 5.30 crores. At the year end, the division had orders on hand worth Rs. 19 crores.

As reported last year, the Company has entered into an agreement with Elemecon Ltd., U.K. for engineering and design services to enable the division to manufacture 12/17.5 kV Ring Main Unit (RMU) and associated components. This year, division has successfully developed a prototype and a few samples tested, have passed all internal tests.

In the Financial year 2012-13, the division is expected to do the International Certification testing of RMU at Italy/Germany before introducing the same in the market. The division intends to enter in the market with this product by April 2013.

With the continuous thrust of the Government in the Power Sector, the requirement of Medium Voltage Switchgear is bound to grow and the division is expecting to improve its performance in the years to come.

EXPORTS

During the year under review, the Company has total exports valued at Rs. 4.17 crores. The Company's major exports are to Sultanate of Oman for Switchgear, Vietnam and Indonesia for Hydel Turbines. In the years to come, the Company is looking forward to enhancing its export market in other countries.

PUBLIC DEPOSITS

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

AUDITORS' REPORT

The observations made in the Auditors' Report are self explanatory and are also clarified in the Notes forming part of the Accounts and therefore, do not call for any further comments under Section 217(3) of the Companies Act, 1956.

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

As required by the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, the relevant data pertaining to conservation of energy, technology absorption and foreign exchange earnings and outgo are given in Annexure-A forming part of this Report.

PARTICULARS OF EMPLOYEES

The information required under Section 217 (2A) of the Companies Act,1956 and the Rules made there under, is given in the Annexure to this Report and forms part of the Report. However, in terms of Section 219(1 )(b)(iv) of the Companies Act,1956, the Report and Accounts are being sent to the shareholders excluding the aforesaid Annexure. Any Shareholder interested in obtaining copy of the same may write to the Company Secretary at the Registered Office.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, Management Discussion and Analysis, a Report on Corporate Governance and a Certificate from the Auditors of the Company are given in the Annexure-B and Annexure-C respectively which form part of this Report.

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

The Directors confirm that :-

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

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

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

(iv) annual accounts have been prepared on a 'going - concern' basis.

DIRECTORS

Your Directors are very sad to inform you about the sudden and untimely demise of Ms. Keki R. Patel, Wholetime Director of the Company on 27th March, 2012.

Ms. Keki R. Patel was a Graduate in Commerce and had considerable experience in the areas of General Management, Finance and Internal Audit. She had been working with the Company for the last 34 years in various capacities. She was serving in the Company as a Wholetime Director since 30th July, 2003. Throughout her association with the Company, she made significant contribution towards the achievement of the objectives and growth of the Company.

Your Directors appreciate the valuable services and tireless efforts put in by Ms. Keki R. Patel during her tenure with the Company.

We pray the Almighty to let her enlightened soul remain in peace and to give patience and strength to her family to bear this untimely loss.

In accordance with the provisions of the Companies Act, 1956 and Articles of Association of the Company, Dr. M. Ramamoorty and Dr. M.H. Mehta retire by rotation at the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment.

Brief details about Dr. M. Ramamoorty and Dr. M.H. Mehta as required under the Corporate Governance Code, are given hereunder:

Dr. M. Ramamoorty (75) is B.E. (Hons.) from Andhra University in 1957 and M.E. from IISc, Bangalore in 1959. He obtained his MASc and Ph.D. from Toronto University in 1965 and 1967 respectively. In 1967, he joined IIT Kanpur as a Faculty Member in the Electrical Engineering Department where he became Professor in 1972. He established for the first time in India a graduate programme in Power Electronics at IIT, Kanpur in the year 1968. He has also worked with Hindustan Brown Boveri Ltd. (now M/s. ABB) as Chief of Research. In ABB, he was responsible for development of a number of prototypes in Switchgear, relays and instrumentation. He joined the Central Power Research Institute (CPRI) as its first Director General in 1983. He retired from services in 1994. During his tenure, CPRI became a well-recognized research and testing laboratory in the Power Sector.

Dr. M. Ramamoorty took over as Director of ERDA in 1995 and left in 2006 to take over as Advisor of ERDA. He has worked as visiting Professor in a number of Universities abroad which include University of Sydney, Washington State University, Worcester Polytechnic Institute, University of British Columbia, etc.

He is Fellow of IEEE and Indian National Academy of Engineering. He is also the recipient of number of awards which include the Vasvik award, Bimal Bose award, Jawaharlal Nehru Birth Centenary award, Visveswariah Memorial award, Pandit Madan Mohan Malavya award, National Design award, Power Engineers National award, IISc Alumnus award, N.P.S.C. award, Life Time Achievement Award from IEEMA and was distinguished lecturer for Region 10 of IEEE. He was also awarded "Hari Om Ashram Prerit Lecture award" from SPRERI, Vallabh Vidyanagar.

He has published more than 200 technical papers in reputed Journals and has been actively associated with Power Sector for over three decades. Under his Directorship, ERDA received many recognitions and accreditations and has become one of the few self supporting research and testing institutions in the country.

He has been awarded Honorary Life Membership of Society of Power Engineers for his contribution to the Power Sector.

Dr. M.Ramamoorty is not a Director in any other Company.

Dr. M.H.Mehta, (70), is B.Tech and Ph.D. from IIT, Mumbai. Currently, he is the Chairman of the Science Ashram / Gujarat Life Sciences Pvt. Ltd. and President of National Bioshield Society. He was awarded Padma Shri Award in 2011 by the President of India.

He was a visiting Scientist at the Universities of Arizona and California, in USA. He worked at Bhabha Atomic Research Centre from 1972 to 1976 on Waste treatment project. He worked at Gujarat State Fertilizer Co. Ltd. (GSFC), one of the largest Agro Industrial Complexes in India as Executive Director. He was also Vice Chancellor of Gujarat Agriculture University in 2002-03. He has been an invitee speaker at leading institutions/Universities in USA, Japan, Sweden, Bangladesh, Poland, Australia, etc. He holds 15 patents and has authored 3 books and 150 papers.

He was also the invitee member of Steering Committee of Planning Commission, Govt. of India, New Delhi. He is also the President, Indian Association for IT in Agriculture (IAITA) and appointed as Hon. Chairman-National Committee for Agriculture Technologies-NRDC, New Delhi.

Dr. M.H. Mehta is not a Member of any Committee of Directors of any other Company.

AUDITORS

The Members are requested to appoint Statutory Auditors at the ensuing Annual General Meeting to hold office from the conclusion of the said meeting until conclusion of the next Annual General Meeting. M/s. V.H. Gandhi & Co., Chartered Accountants, Vadodara, the existing Auditors have, under Section 224 (1B) of the Companies Act, 1956, furnished Certificate of their eligibility for re-appointment.

As per the requirement of Central Government and pursuant to Section 233B of the Companies Act, 1956, your Company carries out an audit of cost records relating to Electric Motors and Power Driven Pumps every year. Subject to the approval of the Central Government, the Company has appointed R.K.Patel & Co., Cost Accountants, the existing Cost Auditors having their head office at 314, Phoenix Complex, Nr. Suraj Plaza, Sayajigunj, Vadodara, as Cost Auditors to audit the cost records of Motors and Pumps of the Company for the Financial Year 2012-13 in compliance of Cost Audit Order No.52/26/CAB-2010 dated 24th January, 2012.

As per Cost Audit Order No.52/26/CAB-2010 dated 24th January, 2012, the Company is subject to cost audit under industry specific order and is now required to get its cost records relating to Engineering products such as Generator, Turbine, Switch Gear and Relay Panels for the Financial Year 2012-13. Subject to the approval of the Central Government, the Company has appointed Y.S.Thakar & Co., Cost Accountants having their head office at SF-7, Vrund Complex, Productivity Road, Akota,Vadodara, for auditing the cost records relating to Engineering products for the Financial Year 2012-13.

The Cost Audit Reports for the Financial Year 2010-11 which was due to be filed with the Ministry of Corporate Affairs on September 27, 2011 was filed on 23rd September, 2011.

APPRECIATION

Your Directors place on record their appreciation for the excellent support the Company has received from its employees, customers and shareholders. They also express their sincere thanks to the Bankers and various State Governments for the valuable support extended to the Company.

On Behalf of the Board of Directors

Rahul N. Amin

Chairman & Managing Director

Vadodara 24th May, 2012


Mar 31, 2010

The Directors present this SIXTY SIXTH ANNUAL REPORT and Audited Accounts for the year ended on 31st March, 2010.

FINANCIAL RESULTS

(Rs. in Lacs)

2009-10 2008-09

Total Income 29,206.35 25,389.19

Profit before Interest and Depreciation 3,564.76 2,200.91

Less: Interest and Bank Charges 2,102.74 1,372.97

Profit before Depreciation 1,462.02 827.94

Less: Depreciation 240.80 195.54

Profit before Taxation 1,221.22 632.40

Provision for Taxation - Current Tax 208.00 172.00

- Deferred Tax 206.03 (30.97)

- Fringe Benefit Tax - 27.16

Balance of Profit for the year 807.19 464.21

Balance brought forward from the

previous year 495.12 30.91

Amount available for appropriation 1,302.31 495.12

Proposed-Dividend 129.85 -

Tax on proposed Dividend 21.57 -

Balance Profit carried to Balance sheet 1,150,89 495.12

OPERATIONS

After witnessing a significant meltdown in several economies world over in the year ended on 31st March, 2009, the Indian economy witnessed robust growth during the last financial year. This was possible largely due to stimulus packages coupled with policy initiatives taken by the Government. Industrial sector was the clear driver of the recovery showing growth of 10% as compared to 2.8% a year ago. Core infrastructure sectors like water and power are on the path of growth again, which is a good sign for the economy as well as for your Company.

The total income of the Company for the financial year under review was Rs.29206 lacs as against Rs.25389 lacs for the previous year registering an increase of 15%. The Profit before Tax was Rs.1221 lacs and the Profit after Tax was Rs.807 lacs for the financial year under review as against Rs.632 lacs and Rs.464 lacs for the previous financial year showing an increase of 93% and 74% respectively. The Company has pending orders worth Rs. 988.30 crores at the beginning of the current year i.e. 1st April, 2010.

During the year under review, your Company initiated all encompassing Parivartan Exercise to change the mindset and way of working and bring about target oriented approach at all areas of work. Several presentations and workshops were held for both staff and workers to make this exercise participative and targets fixed for next 5 years. Continuing and frank exchange of ideas between various levels of employees is bearing results, In addition to this, the Company has taken steps to improve its infrastructure by renovation of shopfloors, office facilities, etc., as also addition of new machineries for better productivity.

DIVISIONAL PERFORMANCE

ENGINEERED PUMPS & PROJECTS

During the year under review, Engineered Pumps & Projects Division (EPPD) has continued its growth pattern and has achieved sales of Rs.199 crores. The most important landmark of the year has been the successful commissioning of 2 Nos. Metallic Volute Pumps with 12.8 MW Motor at Godavari Lift Irrigation Scheme, Phase-ll in the State of Andhra Pradesh. Prior to this, the largest pump supplied by the Company was 2.2 MW. The supplies against project order from NTPC for 500 MW Power Plant at Jhajjar commenced during the year and large size fabrication components under stringent quality norms of NTPC were manufactured and supplied. Other major supplies made by the division include 4 Nos. of 1200 HS pumps and 7 Nos. of 600 HS pumps to Water Resources Department, Patna, 1200 VM pumps for Punasa Lift Irrigation Scheme, M.P. and 1100 VM Pumps to Kurha Vadoda Lift Irrigation Scheme, Maharashtra.

Against the Order received from Karnataka Neeravari Nigam Limited for Rs.117 crores, the detailed Project Report has been accepted, approved and 5 Nos. of Draft Tubes have been supplied. The division has also received seven orders for Water Supply projects from Ahmedabad Municipal Corporation as part of Swarnim Jayanti Mukhya Mantri Shaheri Vikas Yojna (SJMMSVY) of Gujarat.

During the year under review, the division has manufactured and supplied 84 Nos. of large pumps as against 33 Nos. of large pumps manufactured and supplied in the previous year. The Company has developed outsourcing facilities at Kolhapur to meet delivery commitments for the increased business volume.

The division, during the year, has established significant name as a reliable electro-mechanical contractor and is well recognised and accepted in the market by leading infrastructure companies. The division has a pending order position of Rs.887.91 crores as on 31.03.2010. The division has major presence in Gujarat, Madhya Pradesh, Andhra Pradesh, Karnataka, Maharashtra and Bihar. The division is closely associated with major infrastructure companies in the country namely IVRCL Infrastructures & Projects Limited, Nagarjuna Construction Company Limited, Hindustan Construction Co. Ltd., SEW Constructions Ltd., and Megha Engineering & Infrastructures Ltd. as a reliable electro-mechanical partners.

The division has also established a Power Group to exclusively focus on various upcoming Thermal Power Projects in the country.

With the continued focus of Government of India on Power, Irrigation and Water Supply, the division shall continue its growth as projected.

HYDEL

During the year under review, the division has achieved sales of Rs.30 crores and 60 MW of power projects have been commissioned. The important projects commissioned during the year include Vanala HEP (15 MW), Bobba HEP (15 MW) and Namchim HEP in Vietnam (16 MW).

The division has received orders for six major projects during the year and the pending order position as on 31.03.2010 is Rs.68.73 crores.

During the year 2 Nos. of large size Twin Jet Pelton Turbines each of 4.1 MW were manufactured and supplied to Silau Project in Indonesia. The Company has wide acceptance for its Hydel Systems not only in India but also in Vietnam and Indonesia. The Company has already received two orders each from Vietnam and Indonesia and has submitted tenders for five projects in Indonesia where it is well placed.

The Company has the latest software technology for Hydraulic and Mechanical design. The division has taken up development of five new models during the year where the design work has been completed out of which three models are presently under testing. The division expects to develop the

complete range of models required for Kaplan, Francis and Pelton turbines as per the market requirement in next two years. With this strength, the division will have the flexibility to offer various types of turbines for Small Hydro Projects both in Horizontal and Vertical configurations.

With increasing requirement of power in the country and support given by Government of India to private developers for putting up Hydro Power Stations, the division will have its share of business in view of the quality and reliability.

ROTATING ELECTRICAL MACHINES

During the year under review, the division has achieved sales turnover of Rs.18 crores. The Wind Energy Generator business which was going through recession picked up only in the second half of the financial year and the division has supplied more than 150 Nos. Wind Energy Generators. The division has a pending order position of Rs. 10.30 crores as on 31.03.2010.

In order to improve upon the deliveries, vendor base has been developed at Rajkot for small motors and Wind Energy Generators. The division has developed Wind Energy Generator of 750/200 KW which has been commissioned successfully.

The Heavy Rotating Electric Machines division has manufactured 70 Nos. of H.T. motors & generators as compared to 29 Nos. manufactured in the previous year. These are mainly against project orders - from EPPD and Hydel division.

The division has installed latest CFD software for optimising motor design with respect to electrical, mechanical and thermal parameters. With this software, the division is expecting to develop a new range of high efficiency motors which can deliver better output and efficiency in the existing frame which today is the need of the hour in the age of global competition. This division has proactively supported EPPD and Hydel divisions by manufacturing and delivering motors and generators and has played a significant role in the growth of the Company.

SWITCHGEAR

During the year under review, the Division executed orders including exports worth Rs. 36.75 crores. The division, among others, has also received prestigious orders from CPCL, MRPL, IOCL, GNFC, GSFC, RCF, IFFCO, GSECL, WTPS, etc. During the year, the division has received a break-through order worth Rs.1000 lacs from GETCO, Gujarat. The division has a pending order position of Rs.21.36 crores as on 31.03.2010.

During the year, the major achievement for this division was type testing of Export & domestic series of 11 kV VCB upto 40KA at an International Laboratory PEHLA, Ratingen, Germany. This Laboratory is approved by the International Short Circuit Testing Liaison Agency. The products successfully tested at International Laboratory become globally acceptable. The use of indigenous Vacuum Interrupter in this type tested VCB will help in reducing the cost substantially compared to imported Vacuum Interrupter used earlier. This will lend the division a cutting edge over the prices in the domestic and export market.

During the year under review, the division has also entered into an Agreement with ELMECON Ltd. U.K. for Engineering and design services to enable the Company to manufacture Ring Main Unit and associated components. Under this Agreement ELMECON will provide the technology for manufacturing 12/17.5 KA Ring Main Unit equipment. The Company is planning to enter into the market with this product in the next year.

EXPORTS

During the year under review, the Company has total exports valued at Rs. 1450.80 lacs including deemed exports.

As many Electrification projects are coming up in the Gulf countries, particularly in Oman, the demand for medium voltage switchgear is on upswing. Jyoti Sohar Switchgear L.L.C. being the local manufacturer in Oman, is well placed to tap this demand.

DIVIDEND

After a gap of almost 15 years, your Directors are pleased to recommend a Dividend of Re.1 per Equity Share (i.e. 10%) on 1,29,84,864 Equity Shares of Rs.10/- each for the Financial Year ended on 31st March, 2010.

PUBLIC DEPOSITS

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

AUDITORS REPORT

The observations made in the Auditors Report are self explanatory and are also clarified in the Notes forming part of the Accounts and therefore, do not call for any further comments under Section 217(3) of the Companies Act, 1956.

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

As required by the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, the relevant data pertaining to conservation of energy, technology absorption and foreign exchange earnings and outgo are given in Annexure-A forming part of this Report.

PARTICULARS OF EMPLOYEES

The information required under Section 217 (2A) of the Companies Act,1956 and the Rules made thereunder, is given in the Annexure to this Report and forms part of the Report. However, in terms of Section 219(1)(b)(iv) of the Companies Act, 1956, the Report and Accounts are being sent to the shareholders excluding the aforesaid Annexure. Any Shareholder interested in obtaining copy of the same may write to the Company Secretary at the Registered Office.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, Management Discussion and Analysis, a Report on Corporate Governance and a Certificate from the Auditors of the Company are given in the Annexure-B and Annexure-C respectively which form part of this Report.

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

The Directors confirm that :-

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

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

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

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

DIRECTORS

Dr. M. Ramamoorty has been appointed as an Additional Director by the Board of Directors at its

meeting held on 24th April, 2010 and being eligible, is proposed to be appointed as Director at the ensuing Annual General Meeting.

The Remuneration Committee and the Board of Directors at their meeting held on 10th June, 2010 have approved the re-appointment of Mr. Rahul Amin as Managing Director of the Company for a period of three years with effect from 25th June, 2010 subject to the approval of the Shareholders and the Central Government.

In accordance with the provisions of the Companies Act, 1956 and Articles of Association of the Company, Mr, U.V. Desai and Mr. K.L. Dalai retire by rotation at the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment.

Brief details about Mr. Rahul Amin, Dr. M. Ramamoorty, Mr. U.V. Desai and Mr. K.L. Dalai as required under the Corporate Governance Code, are given hereunder:

Mr. Rahul Amin, 57, is B.E. (Elec.) from M.S. University of Baroda and Master of Engineering from Cornell, USA. He joined the Company in 1979 as Manager and gradually became General Manager and then Executive Director. He took charge as Managing Director of the Company in the year 1997. He has more than 31 years of experience in Business and Management. Mr. Rahul Amin is also actively associated with various Professional Bodies, Education, Charitable and other Trusts.

Directorship held in other Companies are:

1. JSL Industries Ltd., Mogar Chairman

2. Insutech Industries Pvt. Ltd. Director

3. Dahlia Investments Pvt.Ltd. Director

4. Tapovan Education Institute Director

5. Navrachana Educational Resources Ltd. Director

Mr. Rahul Amin is not a Member of any Committee of Directors of any Company.

Dr. M. Ramamoorty, 73, is B.E. (Hons.) from Andhra University in 1957 and ME from MSc, Bangalore in 1959. He obtained his MASc and Ph.D. from Toronto University in 1965 and 1967 respectively. In 1967, he joined IIT Kanpur as a Faculty Member in the Electrical Engineering Department where he became Professor in 1972. He established for the first time in India a graduate programme in Power Electronics at NT, Kanpur in the year 1968. He has also worked with Hindustan Brown Boveri Ltd. (now M/s. ABB) as Chief of Research. In ABB, he was responsible for development of a number of prototypes in Switchgear, relays and instrumentation. He joined the Central Power Research Institute (CPRI) as its first Director General in 1983. He retired from services in 1994. During his tenure, CPRI became a well-recognised research and testing laboratory in the power sector.

Dr. M. Ramamoorty took over as Director of ERDA in 1995 and left in 2006 to take over as Advisor of ERDA. He has worked as visiting Professor in number of Universities abroad which includes University of Sydney, Washington State University, Worcester Polytechnic Institute, University of British Columbia, etc.

Dr. M. Ramamoorty is Fellow of IEEE and Indian National Academy of Engineering. He is also the recipient of number of awards which include the Vasvik award, Bimal Bose award, Jawaharlal Nehru Birth Centenary award, Visveswariah Memorial award, Pandit Madan Mohan Malavya award, National Design award, Power Engineers National award, MSc Alumnus award, N.P.S.C. award, life time achievement award from IEEMA and was distinguished lecturer for Region 10 of IEEE. Recently he has received the "Hah Om Ashram Prerit Lecture award" for the year 2006 from SPRERI, Vallabh Vidyanagar. He has published more than 200 technical papers in reputed Journals and has been actively associated with Power Sector for over three decades. Under his Directorship ERDA received

many recognitions and accreditations and has become one of the few self supporting research and testing institutions in the country.

He has been awarded Honorary Life Membership of Society of Power Engineers for his contribution to the Power Sector.

Dr. Ramamoorty is not a Director in any other Company.

Mr.U.V.Desai, 72, is a Graduate in Electrical Engineering from London University, U.K. He has over 45 years experience in Management and Manufacturing. He pioneered in India the concept of Steel Modular Furniture Systems for Laboratories. He also devotes considerable time for the cause of education as an active Trustee of several Charitable Institutions. Mr. U.V. Desai has been a Director of the Company since 29th January,1995.

Mr. U.V. Desai is not a Director in any other Company.

Mr. K.L. Dalai, 86, is B.Com., B.Sc. (Econ - L.S.E.). He was head of Economics, West Asia and Africa Divisions, Ministry of External Affairs, New Delhi. He was also ambassador of India to Austria. Mr. K.L. Dalai has been a Director of the Company since 25+ January, 1988.

Directorship held in other Companies:

1) Spaco Carburetors (I) Ltd., Pune

Mr. K.L. Dalai is not a Member of any Committee of Directors of any other Company.

AUDITORS

The Members are requested to appoint Statutory Auditors at the ensuing Annual General Meeting to hold office from the conclusion of the said meeting until conclusion of the next Annual General Meeting. M/s. V.H. Gandhi & Co., Chartered Accountants, Vadodara, the existing Auditors have, under Section 224 (1B) of the Companies Act, 1956, furnished Certificate of their eligibility for

re-appointment,

APPRECIATION

Your Directors place on record their appreciation for the excellent support the Company has received from its employees, customers and shareholders. They also express their sincere thanks to the Bankers, CDR Cell and various State Governments for the valuable support extended to the Company.



On Behalf of the Board of Directors

Rahul Amin

Chairman & Managing Director

Vadodara

10th June, 2010