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Directors Report of Kilburn Engineering Ltd.

Mar 31, 2018

The Directors of your Company are pleased to present the 30^th Annual Report and Audited Statement of Accounts for the financial year ended 31^st March, 2018.

FINANCIAL RESULTS

(Rs. In Lac)

	Year ended 31^st March, 2018	Year ended 31^st March, 2017
Total Revenue	13,142	15,711
Total Expenses (excluding finance cost & depreciation)	10,503	12,729
Earnings Before Finance Costs & Depreciation (EBIDTA)	2,639	2,982
Finance Costs	1,722	1,196
Depreciation & Amortization Expenses	433	435
Profit Before Tax	484	1,351
Tax Expenses	149	418
Profit for the Year	335	933

DIVIDEND

Despite the depressed results; the Board of Directors have recommended a dividend of '' 10% i.e. Rs.1/- per Equity Shares of Rs.10 each.

REVIEW OF RESULTS - 2017-18

Detailed overview of the company''s operations during the year under review and a discussion on the future outlook has been covered in the "Management discussion and analysis" attached as Annexure - I to this report.

FUTURE OUTLOOK

Your company is primarily engaged in Designing, Manufacturing, & Commissioning Customized / Critical Equipments/Systems for critical equipments across a wide range of various industries.

A. Process Equipments (PE) : The Company started with an opening order book of Rs.69 Cr. The Company''s order booking is mainly dependent on replacement, demand and capacity increase plans of user industries. Since the product caters to diverse industrial sectors, the demand is never consistent over the years. During the second half year, most of the user industries deferred their CAPEX Plans resulting in a delay in receipt of orders from customers both domestic and international.

PE Developments till 31.03.2018: The Company Received Rs.34 Cr. orders during the 2^nd half year out of which Rs.19 Cr. were received in February / March 2018. The delayed receipt of orders left no scope for achieving significant progress in execution of the order under Percentage Completion Method of Accounting. This resulted in a substantial drop in the top line in the 3^rd & 4^th quarter and the unexecuted orders at the end of the year.

B. i) Food Processing Equipments: Your Company which operates mainly in Tea industry started with an order book of Rs.4 Cr. as at 01.04.2017. The progress of orders was slow due to draught and stagnation in the tea industry but resurgence of the domestic tea industry from second quarter of financial the year resulted in making up the order book. As on 31.03.2018 the unexecuted orders in hand was Rs.18 Cr.

ii) Continuous Withering System (CWS) :

As you are aware your Company developed and commissioned a Continuous Withering System (CWS) in one of the group companies last year. During the year under review the Company received an order for CWS from an overseas group company. The order received during 2016-17 was successfully commissioned during the year under review. The projects involve redesign of certain key equipments in our existing system (due to difference in the quality of the Tea caused by climatic conditions abroad). Your Company successfully completed supply / erection and commissioning of this system during 2017-18.

Successful working of our CWS in the African region will give definite marketing advantage to your Company. Further orders for our dryers along with CWS are expected during the year from Africa. It is to be stated that your Company has been able to give better quality and cost effective solution for withering and drying of Tea in the African market.

Your Company is also taking necessary steps to re-establish itself in Coconut Dryer Segment both in India and abroad. The results are encouraging.

AUDITORS

a) Statutory Auditors : At the AGM on 25.09.2017, M/s. S R B C & CO LLP, Chartered Accountants (Firm''s Registration no. : 324982E / E300003 ) were appointed as Statutory Auditors as per the provisions of Section 139(2) of the Companies Act, 2013 and the rules framed thereunder, upto the conclusion of Annual General Meeting to be held in 2022.

b) Internal Auditors : M/s. SPAN & Associates, Chartered Accountants were appointed as internal auditors by the Board of directors for 2017 -18 and they have conducted internal audits periodically and submitted their reports to the Audit Committee. Their reports have been reviewed by the Statutory Auditors and the Audit Committee. Their reappointment is for year 2018-19 has been proposed.

c) Cost Auditors : Your Company appointed M/s. D. Sabyasachi& Co. ( FRN : 00369 ) Cost Accountants as Cost Auditors of the Company for the Financial Year 2017-18 and their appointment is proposed for 2018 - 19 at the remuneration set out in the notice of AGM and explanatory statement thereto.

d) Secretarial Auditors : M/s. Dhrumil M. Shah, Mumbai were appointed as secretarial auditor of the Company for the Financial Year 2017-18, as required under section 204 of The Companies Act, 2013 read with the applicable rules. The Secretarial Audit Report for 2017 - 18 forms part of the Annual Report as Annexure - VII.

DIRECTOR''S RESPONSIBILITY STATEMENT

Pursuant to the provision of Section 134 (5) of the Companies Act, 2013, the Board of Directors of your Company hereby confirms :

1) that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departure;

2) that the Directors have 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 as at the end of the financial year and of the Profit and Loss of the Company for the period;

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

4) that the Directors have prepared the annual accounts on a going concern basis.

5) 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.

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

CORPORATE GOVERNANCE

Report on Corporate Governance has been attached herewith as Annexure - II pursuant to the provisions of Regulation 34(3) and 53(f) read with schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Management discussion and Analysis report which outlines the salient points in the company''s performance human resources and other salient points is attached as Annexure - I.

EMPLOYEE RELATIONS

Employees'' relations were cordial throughout the year (there was some unrest in the second half). Several HR, IR initiatives including several training programs to improve employee relations and commitments have been initiated during the year and have been well accepted.

The tripartite long term agreement with the bargainable employees of your Company has expired during the year. Keeping in mind the long-term vision of the Company and its sustainability, the management has worked out a strategy of maximum outreach to all the employees by regular communication of the business plans and delivery requirements. Along with this, a well thought fall back plan has been put in place to maintain continuity at cost.

Both these together has ensured that relations remained cordial throughout the year and the strategy of the Company has been well accepted.

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

The information relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo as required to be disclosed pursuant to Section 134 (3) (m) of the Companies Act, 2013 read with The Companies (Accounts) Rules, 2014, as amended, is appended to this Annual Report as Annexure "VIII" and forms part of this Directors'' Report.

ADEQUACY OF INTERNAL CONTROL SYSTEM WITH RESPECT TO THE FINANCIAL STATEMENTS

The Company has a comprehensive system of internal control which is being strengthened. The internal control system is also subject to review by auditors.

The Company has appointed a firm of auditors for conducting internal audit on a half yearly basis and the report is considered by the Audit Committee of the Board headed by a Non-executive Independent Director.

DIRECTORS

Mr.Supriya Mukherjee continued as Managing Director of the Company during the year, as per terms of appointment approved by members. Board of directors had reappointed Mr. Mukherjee as Managing Director for a tenure of one year since 01.04.2017 at the same terms of remuneration, which was approved by members of the Company at AGM on 25^th September, 2017.

Mr.SubirChaki was appointed as an additional director by the Board in their meeting held on 13^th November, 2017. In view of the rich experience of Mr.SubirChaki, he was designated as Whole Time Director (Operations) w.e.f. 13^th November, 2017. In their meeting held on 14^th February, 2018, Board resolved to appoint Mr.SubirChaki as Managing Director w.e.f 01-04-2018 consequent to the retirement of Mr.Supriya Mukherjee on 31-03-2018 on completion of his tenure, subject to the approval of the members.

Mr.AmritanshuKhaitan, director retires by rotation pursuant to Section 152 of The Companies Act, 2013 at the ensuing Annual General Meeting of the Company and being eligible, offers himself for re-appointment.

DECLARATIONS BY INDEPENDENT DIRECTORS

Necessary declarations from all the Independent Directors of the Company, confirming that they meet the criteria of independence as prescribed, have been received.

KEY MANAGERIAL PERSONNEL

During the year 2017 - 18, following officials continued as Key Managerial Personnel, pursuant to section 203 of The Companies Act, 2013 :

i. Mr.Supriya Mukherjee, Managing Director

ii. Mr.SubirChaki , Whole Time Director

iii. Mr. Suresh Shenoi (A. Suresh), Chief Financial Officer

iv. Mr.ArvindBajoria, Company Secretary

BOARD EVALUATION

Securities Exchange Board of India (SEBI) vide its circular no. SEBI /HO /CFD /CMD /CIR /P /2017/004 dated 5^th January, 2017 had issued a guidance note on Board Evaluation which inter alia contains indicative criterion for evaluation of the Board of Directors, its Committees and the individual members of the Board.

Pursuant to the new Evaluation Framework adopted by the Board, the Board evaluated the performance of the Board, its Committees and the Individual Directors for the financial year 2017 - 18. After the evaluation process was complete, the Board was of the view that the performance of the Board as a whole was adequate and fulfilled the parameters stipulated in the evaluation framework. The Board also ensured that the Committees functioned adequately and independently in terms of the requirements of the Companies Act, 2013 and the Listing Regulations and at the same time supported as well as coordinated with the Board to help in its decision making. The individual Directors'' performance was also evaluated and the Board was of the view that the Directors fulfilled their applicable responsibilities and duties as laid down by the Listing Regulations and the Companies Act, 2013 and at the same time contributed with their valuable knowledge, experience and expertise to grab the opportunity and counter the adverse challenges faced by the Company during the year.

HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

Your Company has no holding or subsidiary company. Williamson Magor& Company Limited is holding 4319043 equity shares constituting 32.58% of total shareholding of the Company, so it is an associate company within the meaning of section 2 (6) of The Companies Act, 2013.

RELATED PARTY TRANSACTIONS

Your Board has developed and approved a Related Party Transactions Policy for purposes of identification and monitoring of related party transactions and the same has been displayed on the Company''s website at http:// www.kilburnengg.com/company-policy-main.

The Statement in Form AOC -2 containing the details of the Related Party Transactions pertaining to contracts with Related Parties forms a part of this Report as Annexure - IX.

MANAGERIAL REMUNERATION

Details of the ratio of the remuneration of each director to the median employee''s remuneration and other details as required pursuant to Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are as per annexure - X.

Mr.Supriya Mukherjee, Managing Director and Mr.SubirChaki Whole Time Director were two Executive Directors in receipt of remuneration, and remuneration details are available in the corporate governance details attached to this directors'' report.

VIGIL MECHANISM

The Company has formulated a vigil mechanism for Directors and employees of the Company to report concerns about unethical behaviour, actual or suspected fraud or violation of the company''s code of conduct or ethics policy. The VIGIL MECHANISM is available on the website of Company and can be accessed at http://www. kilburnengg.com/company-policy-main.

REMUNERATION POLICY

The Company has formulated a Remuneration Policy for Directors, Key Managerial Personnel and employees of the Company to ensure that adequate remuneration paid to attract, retain and motivate the senior management employees to run the company successfully. The Policy is available on the website of the Company at http:// www.kilburnengg.com/company-policy-main/ and also annexed herewith as Annexure - V.

RISK MANAGEMENT

Directors have adopted risk management policy to identify the risks involved in all activities of the Company. The main objective of this policy is to ensure sustainable business growth and to promote a pro-active approach in identifying, reporting, evaluating and mitigating risks associated with the business. The policy guides the board in identification of various business risks and to take appropriate steps to mitigate the same.

The Company has constituted Corporate Social Responsibility (CSR) Committee in 2016-17 in compliance with provisions of Section 135 of the Companies Act 2013 and SEBI Listing Regulations, with Mr.Manmohan Singh (Chairman), Mr.GobindSaraf (Member) and Mr.Supriya Mukherjee (Member). The CSR Committee laid down the CSR policy of the Company which can be accessed at http://www.kilburnengg.com/ company-policy-main/. The Company made a total CSR expenditure amounting to Rs.18.60 Lac (through various implementing agencies) during the FY : 2017-18. The details of said expenditure are given in Annual Report on CSR Activities, attached herewith as Annexure - IV in the form prescribed under the Companies ( Corporate Social Responsibility Policy ) Rules, 2014.

EXTRACT OF THE ANNUAL RETURN

The extract of the annual return in Form No. MGT - 9, as per annexure - VI forms part of the Board''s report.

OTHER DISCLOSURES

During the year under review:

a. There were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

b. Your Company has not accepted any deposit from the public falling within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

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

COLLABORATORS

The Directors place on record its sincere appreciation to all its Collaborators for extending their valuable support and co-operation.

ACKNOWLEDGEMENT

The Directors wish to convey their appreciation to their Customers, Bankers, Dealers, Suppliers, Stock Exchanges, Government and all other Stakeholders for the excellent assistance and cooperation. The Directors'' also thank all the employees of the Company for their valuable service and support during the year.

For and on behalf of the Board

Place : Kolkata AdityaKhaitan

Date : 13^th August, 2018 Chairman

Mar 31, 2016

FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2016

The Directors of your Company are pleased to present the 28^th Annual Report and Audited Statement of Accounts for the financial year ended 31^st March, 2016.

FINANCIAL RESULTS

(Rs. In Lac)

	Year ended 31^st March, 2016	Year ended 31^st March, 2015
Revenue from Operations	13,508	12,069
Profit before tax	930	582
Tax Expenses	137	168
Profit after tax	793	414
Balance brought forward from previous year	5,807	5,405
Amount available for appropriation	6,600	5,807
Less: Appropriations	319	-
Balance carried forward to Balance Sheet	6,281	5,807

DIVIDEND

In view of the improved performance of the Company the Board of Directors recommend a Dividend of 20% i.e. Rs. 2.00 per equity share of Face Value of Rs. 10/- for the Financial Year 2015-16. The dividend pay-out amounts to Rs. 319 Lac including dividend distribution tax.

REVIEW OF OPERATIONS - 2015-16

As you are aware your Company is primarily engaged in designing, manufacturing and commissioning customized equipment/ systems for diverse applications. The Company''s sales registered growth by over 12% during the year. Profit Before Tax (PBT) increased to 7% against 5 % on revenue during the previous year. This was mainly due to the Company''s executing orders of value added products.

ORDER BOOK (Process Equipment)

Your Company has succeeded in securing good quality, value added / technology based orders for its specialized/ customized equipment / systems. Additional investment towards Capex in certain industrial sectors including Oil & Gas is expected to help the Company to book substantially higher level of orders for its products during the current year.

Some of the orders which have been received and are being executed during the year under review are :

-Rotary Calciner for Soda Ash Industries including 800 Tons capacity.

-IUG Systems for offshore platforms.

-Fluidised Bed Dryer cum Cooler

-Rotary Dryers, Coolers, Granulators and Lump Crushers from a reputed Fertilizer Company

-Conveyor Dryers & Rotary Oven for food industries.

Total unexecuted orders as on 31^st March 2016 stood at Rs. 94 Cr. (Previous Year Rs. 71 Cr.)

FUTURE OUTLOOK

Your company operates primarily in two divisions viz. Process Equipment and Tea Drying Equipment. Future outlook for process equipments based on orders under execution and expected orders under negotiation is encouraging. The tea drying sector has been subdued during the year but is expected to improve. We expect to maintain the trend of overall improved performance in the current and following year particularly in view of projected order inflow for value added products both from the domestic and export market.

A detailed review of the operations is incorporated in the Management Discussion and Analysis Report in Annexure A which forms part of this Report.

MATERIAL CHANGES & COMMITMENTS DURING THE YEAR

The Directors at their meeting on 31^st March 2016 have decided to amalgamate engineering Companies viz. McNally Bharat Engineering Company Ltd. and EMC Limited along with their subsidiaries with your Company.

Based on report of a committee of officials from all amalgamating Companies a scheme for amalgamation was formulated and approved by the Board of Directors of respective Companies. Further, based on a valuation report made by an independent Chartered Accountant and fairness report given by an independent merchant banker, Share exchange ratio was finalized which will be implemented after obtaining necessary approvals.

The core objective of the merged entity will be to emerge as a total engineering solution provider with comprehensive manufacturing, Construction and Resource Management capability, which will not only improve its marketability but will also lead to multiple opportunity creation. Each constituent of the merged entity will bring into the common pool their list of unique clientele. Thus the common pool will be able to compile a combined list of niche customers who can now be approached with huge expanse of service range.

The scheme will facilitate debt consolidation which will improve the debt servicing abilities through improved cash flows. Superior asset backing coupled with healthier liquidity will lead to improved gearing which will be encouraging for banks and institutions.

The draft scheme of amalgamation has received approval from the Competition Commission of India and is currently awaiting approvals from other regulatory bodies. The merger will be effective from the date of high court approval.

AUDITORS

a) Statutory Auditors : M/s Deloitte Haskins & Sells (Firm''s Registration No. : 117364W), Statutory Auditors of the Company hold the appointment for a term of three years upto 2017 and their appointment is subject to ratification by members at the ensuing Annual General Meeting. They have confirmed their eligibility to the effect that their re-appointment, if made, would be within the prescribed limits under the Act and that they are not disqualified for continuation as Statutory Auditors.

b) Internal Auditors : M/s. SPAN & Associates, Chartered Accountants were appointed as internal auditors by the Board of directors for 2015 - 16 and they have conducted internal audits periodically and submitted their reports to the Audit Committee. Their reports have been reviewed by the Statutory Auditors and the Audit Committee.

c) Cost Auditors : Your Company appointed M/s. D. Sabyasachi & Co. (FRN : 00369) Cost Accountants as Cost Auditors of the Company for the Financial Year 2015-16 and their appointment is proposed for 2016 - 17 at the remuneration set out in the notice of AGM and explanatory statement thereto.

d) Secretarial Auditors : M/s. Dhrumil M. Shah, Mumbai were appointed as secretarial auditor of the Company for the Financial Year 2015 - 16, as required under section 204 of The Companies Act, 2013 read with the applicable rules. The Secretarial Audit Report for 2015 - 16 forms part of the Annual Report as Annexure VI.

AUDIT REPORT

In respect of the qualification in the Auditors'' Report regarding partial provision for diminution in the value of investment in equity shares of McNally Bharat Engineering Company Limited, the Company is of the opinion that the diminution in market value of these shares is temporary and is a result of general slowdown in the economy.

The Directors of your Company have on a conservative basis made a partial provision during the year under review to cover the diminution in the value of the investments.

The Company has also filed Form B with the stock exchanges as required by the regulation 33 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

DIRECTOR''S RESPONSIBILITY STATEMENT

Pursuant to the provision of Section 134 (5) of the Companies Act, 2013, the Board of Directors of your Company hereby confirms :

1) that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departure;

4) that the Directors have prepared the annual accounts on a going concern basis.

5) 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.

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

CORPORATE GOVERNANCE

Pursuant to the provisions of Regulation 34(3) and 53(f) read with schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Management Discussion & Analysis Report (Annexure - I), Report on Corporate Governance and Compliance Certificate on Corporate Governance (Annexure VIII) are annexed to this Report.

EMPLOYEE RELATIONS

Employees'' relations were cordial throughout the year. Several HR, IR initiatives to improve employee relations have been initiated during the year and have been well accepted.

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

ADEQUACY OF INTERNAL CONTROL SYSTEM WITH RESPECT TO THE FINANCIAL STATEMENTS

The Company has a comprehensive system of internal control which is being strengthened. The internal control system is also subject to review by auditors.

DIRECTORS

Mr. Supriya Mukherjee continued as Managing Director of the Company during the year, as per terms of appointment approved by members. Company also received approval of the Central Government pursuant to provisions of Section 197 of The Companies Act, 2013 for waiver of recovery of excess remuneration paid to the Managing Director during 2015 - 16 and for payment of remuneration payable to the Managing Director for his 2 years tenure of 2015 - 16 & 2016 -17; as per terms of remuneration approved by the members, with some reduction. It may be noted the same level of remuneration that Mr. Mukherjee had been paid since 01.04.2010 has been maintained while seeking approval of the Central Government as aforesaid.

Members appointed Mr. Aditya Khaitan and Mrs. Priya Saran Chaudhri as directors of the company at previous AGM of the Company held on 28^th September, 2015.

Mrs. Priya Saran Chaudhri, director retires by rotation pursuant to Section 152 of The Companies Act, 2013 and Article 86 of Articles of Association of the Company at the ensuing Annual General Meeting of the Company and being eligible, offers herself for re-appointment.

DECLARATIONS BY INDEPENDENT DIRECTORS

Necessary declarations from all the Independent Directors of the Company, confirming that they meet the criteria of independence as prescribed, have been received.

KEY MANAGERIAL PERSONNEL

During the year 2015 - 16, following officials continued as Key Managerial Personnel, pursuant to Section 203 of The Companies Act, 2013 :

i. Mr. Supriya Mukherjee, Managing Director

ii. Mr. A. Suresh, Chief Financial Officer

iii. Mr. Arvind Bajoria, Company Secretary

HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

Your Company has no holding or subsidiary company. Williamson Magor & Company Limited is holding 4319043 equity shares constituting 32.58% of total shareholding of the Company, so it is an associate company within the meaning of Section 2 (6) of The Companies Act, 2013.

RELATED PARTY TRANSACTIONS

Your Board has developed and approved a Related Party Transactions Policy for purposes of identification and monitoring of related party transactions and the same is uploaded on the Company''s website.

Your Company has not entered into any contracts/arrangements with related parties as required under Section 188(1) of the Companies Act, 2013, during the year under review. However there are contracts/arrangements with related parties as defined by the said Act, executed prior to April 1, 2014 and the Statement in Form AOC -2 containing the details of the Related Party Transactions pertaining to such ongoing contracts forms a part of this Report as Annexure III .

MANAGERIAL REMUNERATION

Mr. Supriya Mukherjee, Managing Director is the only executive director in receipt of remuneration, the details of which are available in the corporate governance report attached to the directors'' report.

VIGIL MECHANISM

The Company has formulated a Whistle Blower Policy to establish a vigil mechanism for Directors and employees of the Company to report concerns about unethical behaviour, actual or suspected fraud or violation of the company''s code of conduct or ethics policy. The VIGIL MECHANISM is available on the website of Company.

REMUNERATION POLICY

RISK MANAGEMENT

CORPORATE SOCIAL RESPONSIBILITY

The Company will constitute Corporate Social Responsibility (CSR) Committee in 2016-17 in compliance of provisions of Section 135 of the Companies Act 2013 and SEBI Listing Regulations.

EXTRACT OF THE ANNUAL RETURN

The extract of the annual return in Form No. MGT - 9, as per annexure VII forms part of the Board''s report.

OTHER DISCLOSURES

During the year under review:

a. There were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

b. Your Company has not accepted any deposit from the public falling within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

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

COLLABORATORS

The Directors place on record their sincere appreciation to all its Collaborators for extending their valuable support and co-operation.

ACKNOWLEDGEMENT

The Directors wish to convey their appreciation to their Customers, Bankers, Dealers, Suppliers, Stock Exchanges, Government and all other Stakeholders for the excellent assistance and cooperation. The Directors also thank all the employees of the Company for their valuable service and support during the year.

For and on behalf of the Board

Place : Kolkata Aditya Khaitan

Date : Aug 9, 2016 Chairman

Mar 31, 2015

Dear Members,

The Directors of your Company are pleased to present the 27th Annual Report and Audited Statement of Accounts for the financial year ended 31st March, 2015.

FINANCIAL RESULTS (Rs. In Lacs)

Year ended Year ended 31st March, 31st March, 2015 2014

Revenue from Operations 12,069 11,651

Profit before tax 582 326

Tax Expenses 168 87

Profit after tax 414 239

Balance brought forward from 5,405 5,166 previous year

Amount available for appropriation 5,807 5,405 (After adjustment of depreciation of Rs. 10.87 lacs on tangible fixed assets with Nil residual life)

Less: Appropriations - -

Balance carried forward to Balance Sheet 5,807 5,405

DIVIDEND

Board of Directors did not recommend dividend for the current year, due to inadequate profits.

REVIEW OF OPERATIONS 2014-15

As you are aware your Company is primarily engaged in designing, manufacturing and commissioning customized equipment/ systems for diverse applications. The company registered marginal growth in revenue by 3% during the year under review, due to difficult economic environment.

ORDER BOOK

An improved macro economic environment led to better inflow of Process Equipment related customized orders which normally involve 8 to 18 months execution period. During 2014-15, following good critically customized equipments orders have been executed and/ or currently under execution.

Export Orders

* For Paddle Dryers and Coolers from a reputed overseas manufacturer of lime and dolime Domestic Orders

* For Rotary Calciner having 480 TPD capacity for Reputed Soda Ash manufacturer.

* For Nuclear Reactor's Ventilation project from a reputed infrastructure Company.

* For Rotary Dryers, Coolers, Granulators and Lump Crushers from a reputed fertilizer company FUTURE OUTLOOK

Your company operates primarily in two divisions viz. Process Equipment and Food Processing Equipment. The future outlook based on the expected order inflow appears to be encouraging. A detailed review of the operations of each division is incorporated in the Management Discussion and Analysis Report in Annexure A which forms part of this Report.

AUDIT REPORT

In respect of the qualification in the Auditors' Report regarding partial provision for diminution in the value of investment in equity shares of Mcnally Bharat Engineering Company Limited, the Company is of the opinion that the diminution in market value of these shares is temporary and is a result of general slowdown in the economy.

The Directors of your Company have on a conservative basis made a provision during the year under review to cover the diminution in the value of the investments.

The Company is also filing Form B with the stock exchanges as required by the SEBI Circular No. CIR. CFD/ DIL/7/2012 Dated August 13, 2012.

Pursuant to the provision of Section 134 (5) of the Companies Act, 2013, the Board of Directors of your Company hereby confirms :

1) that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departure;

2) that the Directors have 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 as at the end of the financial year and of the Profit and Loss of the Company for the period;

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

4) that the Directors have prepared the annual accounts on a going concern basis.

5) 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.

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

MANAGEMENT DISCUSSION & ANALYSIS

A separate report on Management Discussion & Analysis is appended to this Annual Report as Annexure "I" and forms part of this Director's Report;

MATERIAL CHANGES & COMMITMENTS

There are no material changes and commitments, affecting the financial position of the Company, between the end of the financial year of the Company i.e. March 31, 2015 and the date of this Report.

EMPLOYEE RELATIONS

Your Company believes employees are its key strengths. Your Board would like to place on record its appreciation of employees for their contribution to the business.

During 2014 - 15, Saravali factory witnessed labour unrest in the second half as workmen raised some demands outside the purview of settlement in October 2013 entered into between workmen and your Company for four years period upto October 2017. In May 2015, settlement of the issues of workmen has been made and industrial relations continue to be cordial and amicable.

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

The information relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo as required to be disclosed pursuant to Section 134 (3) (m) of the Companies Act, 2013 read with The Companies (Accounts) Rules, 2014, as amended, is appended to this Annual Report as Annexure "II" and forms part of this Directors' Report.

ADEQUACY OF INTERNAL CONTROL SYSTEM WITH RESPECT TO THE FINANCIAL STATEMENTS

The Company has a comprehensive system of internal control to safeguard the Company's assets against any loss from unauthorized use and ensure proper authorization of financial transactions.

The Company has internal control systems commensurate with the size and nature of the business and has experienced personnel positioned adequately in the organization to ensure internal control processes and compliances. The Company takes abundant care in designing, reviewing and monitoring regularly the working of inter control systems and their compliances for all important financial internal control processes. The Audit findings are reported on quarterly basis to the Audit Committee of the Board headed by a Non-executive Independent Director.

The Company has been further strengthening the internal control system by implementation robust ERP systems based on FACT platform. This ensures high degree of systems based checks and controls.

CORPORATE GOVERNANCE

In compliance with revised Clause 49 of the Listing Agreement, a detailed Report on Corporate Governance is enclosed as a part of this Annual Report. The report has details of formal evaluation by the Board of its own performance, its committees and individual directors. A certificate from a Practicing Company Secretary regarding compliance of the condition of Corporate Governance as stipulated under Clause 49 of the Listing Agreement, is appended as Annexure - III and forms part of this Directors' Report.

Mr. Supriya Mukherjee has been appointed as Managing Director for a period of three years effective April 1, 2014 at the 26th Annual General Meeting of the Company.

Mr. S. R. Dasgupta, Mr. Padam Kumar Khaitan, Mr. Manmohan Singh and Mr. Gobind Saraf, who have been Directors of the Company and also been Independent Directors of the Company pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, were appointed as Independent Directors for a period of five consecutive years at the 26th Annual General Meeting of the Company, held on September 30, 2014 in terms of Section 149 and other applicable provisions of the Companies Act, 2013.

With profound grief, we inform the sad demise of our beloved chairman, Mr. Deepak Khaitan, Chairman on 9th March, 2015 after prolonged illness. The Board places on record its profound sorrow on the loss of Mr. Deepak Khaitan and also its deep appreciation of the valuable contributions made by him during his long association with the Company.

Board of directors appointed Mrs. Priya Saran Chaudhri as additional director effective 14th November, 2014 and Mr. Aditya Khaitan as additional director (Chairman of the Board) effective 31st March, 2015. Both the directors hold office upto the ensuing Annual General Meeting and their appointment is proposed as regular director of the company.

Mr. Amritanshu Khaitan, director retires by rotation pursuant to Section 152 of The Companies Act, 2013 and Article 86 of Articles of Association of the Company at the ensuing Annual General Meeting of the Company and being eligible, offer himself for re-appointment.

DECLARATIONS BY INDEPENDENT DIRECTORS

Necessary declarations from all the Independent Directors of the Company, confirming that they meet the criteria of independence as prescribed, have been received.

KEY MANAGERIAL PERSONNEL

During the year 2014 - 15, following officials continued as Key Managerial Personnel, pursuant to section 203 of The Companies Act, 2013 :

i. Mr. Supriya Mukherjee, Managing Director

ii. Mr. Anjaneyan Suresh, Chief Financial Officer

iii. Mr. Arvind Bajoria, Company Secretary

HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

Your Company has no holding or subsidiary company. Williamson Magor & Company Limited is holding 4319043 equity shares constituting 32.58% of total shareholding of the Company, so it is an associate company within the meaning of section 2 (6) of The Companies Act, 2013.

RELATED PARTY TRANSACTIONS

Your Board has developed and approved a Related Party Transactions Policy for purposes of identification and monitoring of related party transactions and the same is uploaded on the Company's website.

Your Company has not entered into any contracts/arrangements with related parties as required under Section 188(1) of the Companies Act, 2013, during the year under review. However there are contracts/arrangements with related parties as defined by the said Act, executed prior to April 1, 2014 and the Statement in Form AOC -2 containing the details of the Related Party Transactions pertaining to such ongoing contracts forms a part of this Report as Annexure .

MANAGERIAL REMUNERATION

Details of the ratio of the remuneration of each director to the median employee's remuneration and other details as required pursuant to Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are as per annexure V.

Mr. Supriya Mukherjee, Managing Director is the only executive director in receipt of remuneration, and its details are in the corporate governance report and annexure VII attached to this directors' report.

STATUTORY AUDITORS

M/s Deloitte Haskins & Sells (Firm's Registration No. : 117364W ), Statutory Auditors of the Company hold the appointment for a term of three years upto 2017 and their appointment is subject to ratification by members at the ensuing Annual General Meeting. They have confirmed their eligibility to the effect that their re-appointment, if made, would be within the prescribed limits under the Act and that they are not disqualified for continuation as Stautory Auditors.

VIGIL MECHANISM

The Company has formulated a Whistle Blower Policy to establish a vigil mechanism for Directors and employees of the Company to report concerns about unethical behaviour, actual or suspected fraud or violation of the company's code of conduct or ethics policy. The VIGIL MECHANISM is available on the website of Company.

REMUNERATION POLICY

The Company has formulated a Remuneration Policy for Directors, Key Managerial Personnel and employees of the Company to ensure that adequate remuneration paid to attract, retain and motivate the senior management employees to run the company successfully. The Policy is available on the website of the Company and also annexed herewith (Annexure IV).

RISK MANAGEMENT

Directors have adopted risk management policy to identify the risks involved in all activities of the Company, set up adequate controls to timely mitigate the risks.

SOCIAL CONTRIBUTION

The Company continues to support social causes and has, like in the previous years, made contributions for underprivileged people. The Company will continue to support social projects that are consistent with the policy.

COST AUDITOR

Pursuant to section 148 of The Companies Act, 2013, Board of Directors in their meeting held on 28th May, 2015 reappointed M/s. Sabyasachi & Co., Cost Accountants as Cost Auditor for conducting the audit of the cost accounting records of the company for the financial year 2015-16. The remuneration payable to the Cost Auditors for the said year is being placed for ratification by the Members at the forthcoming Annual General Meeting.

SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Secretarial Audit Report by M/s. Dhrumil M. Shah & Co., Practicing Company Secretaries is annexed to the report.

EXTRACT OF THE ANNUAL RETURN

The extract of the annual return in Form No. MGT - 9, as per annexure - forms part of the Board's report.

OTHER DISCLOSURES During the year under review:

a. There were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

b. Your Company has not accepted any deposit from the public falling within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

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

COLLABORATORS

The Directors place on record its sincere appreciation to all its Collaborators for extending their valuable support and co-operation.

ACKNOWLEDGEMENT

The Directors wish to convey their appreciation to their Customers, Bankers, Dealers, Suppliers, Stock Exchanges, Government and all other Stakeholders for the excellent assistance and cooperation. The Directors' also thank all the employees of the Company for their valuable service and support during the year.

For and on behalf of the Board

Kolkata Aditya Khaitan Date: May 28, 2015 Chairman

Mar 31, 2014

Dear Members,

The Directors of your Company are pleased to present the 26th Annual Report and Audited Statement of Accounts for the financial year ended 31st March, 2014.

FINANCIAL RESULTS (Rs In Lacs) Year ended Year ended 31st March 31st March, 2014 2013

Revenue from Operations 12,172 7,916

Profit/(Loss) before tax 326 (1,681)

Tax Expenses (MAT) 87 -

Profit/(Loss) after tax 239 (1,681)

Balance brought forward from previous year 5,166 6,847

Amount available for appropriation 5,405 5,166

Less: Appropriations - -

Balance carried forward to Balance Sheet 5,405 5,166

DIVIDEND

In the absence of adequate profits for Financial Year 2013-14, Board of Directors considers it prudent not to recommend dividend for the current year.

REVIEW OF OPERATIONS 2013 - 2014

As you are aware your Company is primarily engaged in designing, manufacturing and commissioning customized equipment/ systems for diverse applications. The company registered growth in revenue from operations by 54% during the year under review. The Company''s exports doubled from '' 23 Crore to '' 46 Crore. The increase in top line helped generate positive bottom line in 2013-14.

ORDER BOOK

The macro economic challenges considerably restricted in 2012-13 inflow of Process Equipment related customized orders which normally involve 8 to 18 months execution period. During 2013-14 the company secured the following good quality critically customized orders which have been executed and/ or currently under execution.

Export Orders

- For Carbon Black Pelletizing & Drying Plant with Flue Gas DeNox System.

- For Rotary Dryer for calcination of activated carbon.

- For Fluid Bed Dryer for Petrochemical Plant for PVC.

- From a global leader in Lime & Dolomite for Paddle Dryers and Paddle Coolers for fine Coal.

- For Rotary Dryers for Carbon Black/ Phosphate

Domestic Orders

- For Conveyor Dryers & Rotary Oven for a reputed MNC for application in Food Processing (Breakfast Cereal).

- From a Fertilizer Company for supply of Rotary Drums and Fans for a new DAP/ NPK Fertilizer Project

- For Coolers for Nuclear Reactor building cooling systems

- For Fluid Bed and other Dryers for Salt, ABS and Fertilizer, etc.

- For Rotary Drum Steam Tube type Calciner Package for Soda Ash application.

FUTURE OUTLOOK

Your company operates primarily in two divisions viz. Process Equipment and Food Processing Equipment. The future outlook based on the expected order inflow appears to be encouraging. A detailed review of the operations of each division is incorporated in the Management Discussion and Analysis Report in Annexure A which forms part of this Report.

AUDIT REPORT

In respect of the qualification in the Auditors'' Report regarding partial provision for diminution in the value of investment in equity shares, the Company is of the opinion that the diminution in market value of these shares is temporary and is a result of general slowdown in the economy.

The Directors of your Company have on a conservative basis made a provision during the year under review to cover the diminution in the value of the investments.

The Company is also filing Form B with the stock exchanges as required by the SEBI Circular No. CIR. CFD/ DIL/7/2012 Dated August 13, 2012.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the provision of Section 217 (2AA) of the Companies Act, 1956, the Board of Directors of your Company hereby confirms :

1) that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departure;

2) that the Directors have 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 as at the end of the financial year and of the Profit and Loss of the Company for the period;

3) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4) that the Directors have prepared the annual accounts on a going concern basis.

MANAGEMENT DISCUSSION & ANALYSIS

A separate report on Management Discussion & Analysis is appended to this Annual Report as Annexure "A" and forms part of this Director''s Report;

HUMAN RESOURCE DEVELOPMENT

Your Company believes employees are its key strengths. Relations with employees remained cordial and satisfactory during the year. Your Board would like to place on record its appreciation of employees for their contribution to the business.

During October 2013 your Company entered into settlement with the Maharashtra Navnirman Kamgar Sena representing workmen at the Saravali factory in presence of Commissioner of Labour, Thane. The settlement covers monetary and other terms of employment of the workmen for four years period upto October 2017.

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

The information relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo as required to be disclosed pursuant to Section 217(1)(e) of the Companies Act, 1956 read with The Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988, as amended, is appended to this Annual Report as Annexure "B" and forms part of this Directors'' Report.

PERSONNEL

The requirement of the provisions of Section 217(2A) of the Companies Act, 1956, read with The Companies (Particulars of Employees) Rules, 1975, as amended, is not applicable to the Company.

CORPORATE GOVERNANCE

In compliance with Clause 49 of the Listing Agreement, a detailed Report on Corporate Governance is enclosed as a part of this Annual Report. A certificate from a Practicing Company Secretary regarding compliance of the condition of Corporate Governance as stipulated under Clause 49 of the Listing Agreement, is appended to this Annual Report and forms part of this Directors'' Report.

DIRECTORS

Pursuant to Article 87 of Articles of Association of the Company, Mr. Deepak Khaitan and Mr. Amritanshu Khaitan retire at the ensuing Annual General Meeting of the Company and being eligible, offer themselves for re-appointment.

Pursuant to Sections 149, 150 and 152 of the new Companies Act in force from April 2014 Independent Directors, Mr. Subir Ranjan Dasgupta, Mr. Padam Kumar Khaitan, Mr. Manmohan Singh and Mr. Gobind Saraf are being reappointed for a period of 5 years. They have confirmed that they meet the criteria to be independent Directors in the Company.

Mr. S. Mukherjee''s earlier term of appointment ended on 31st March, 2014. At the Board Meeting on 14th February, 2014, the Board of Directors approved extension of Mr. Mukherjee''s services for a further period of 3 years. Shareholders approval for the appointment of Mr. Mukherjee as Managing Director is being sought in terms of Section 196, 197 and 203 of the Companies Act, 2013 at the ensuing AGM.

AUDITORS

M/s. Deloitte Haskins & Sells, Statutory Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting of the Company. The Company has obtained a certificate from them stating that their appointment, if considered and approved, will be within the limits of Section 224(1B) of the Companies Act, 1956. The Company has also obtained a certificate from them stating that they have subjected themselves to the Peer Review Process of Institute of Chartered Accountants of India (ICAI). Being eligible, they offer themselves for re-appointment as Statutory Auditors for three Financial Years as per the provisions of the Companies Act, 2013.

COST AUDITOR

The Ministry of Corporate Affairs (MCA) had introduced The Companies (Cost Audit Report) Rules, 2011 vide which it has been mandatory for industries to appoint a Cost Auditor within 90 days of the commencement of the financial year.

Board of Directors in their meeting held on 29th May, 2014 approved the appointment of M/s. Sabyasachi & Co., Cost Accountants as Cost Auditor for conducting the audit of the cost accounting records for the Product Engineering Machinery or for any other products mandated by the Central Government for the financial year 2014-15 subject to the approval of the Central Government.

COLLABORATORS

The Directors place on record its sincere appreciation to all its Collaborators for extending their valuable support and co-operation.

ACKNOWLEDGEMENT

The Directors wish to convey their appreciation to their Customers, Bankers, Dealers, Suppliers, Stock Exchanges, Government and all other Stakeholders for the excellent assistance and cooperation. The Directors'' also thank all the employees of the Company for their valuable service and support during the year.

For and on behalf of the Board

Kolkata Amritanshu Khaitan Supriya Mukherjee Date: 13th August,2014 Director Managing Director

Mar 31, 2013

The Directors submit the 25th Annual Report together with the Audited Accounts for the year ended 31st March, 2013.

FINANCIAL RESULTS (Rs. In Lacs)

Year ended Year ended 31st March, 31st March, 2013 2012

Gross Sales 7,916 10,088

(Loss)/Proft before tax (1,681) 183

Tax Expenses - 120

(Loss)/ Proft after tax (1,681) 63

Balance brought forward from previous year 6,847 6,784

Amount available for appropriation 5,166 6,847

Less : Appropriation - -

Balance carried forward to Balance Sheet 5,166 6,847

DIVIDEND

Due to losses your Directors are unable to recommend any dividend for the year ended 31st March, 2013.

REVIEW OF OPERATIONS 2012 - 2013

Your Company is primarily engaged in designing, manufacturing and commissioning customized equipment/ systems for diverse applications. The macroeconomic challenges adversely impacted capital goods sector and as a result considerably restricted the order infow of your Company both from the domestic and export markets. A number of reputed customers either deferred or cancelled their CAPEX programme during the year under review. As a result, Sales of your Company plummeted to Rs. 79 crores during the year under review as against RS. 100 crores in the preceding fnancial year. The decline in sales coupled with higher input/ interest costs and depreciation charges severely affected the Company''s bottom line.

FUTURE OUTLOOK

- Process Equipment

With the likely upturn of global/ Indian economy, your Company is expected to improve its order book both from the export and domestic markets, for its diverse range of customized Process Equipment. The Company''s proven track record of supplying various customized equipment/ systems both offshore and onshore and its renewed efforts to explore export markets are expected to result in much higher sales from the current year and onwards.

The Company started receiving last six months value added orders for its Process Equipment from Domestic and Export Markets namely USA, UAE, Netherlands, Egypt, Africa, South Korea and Spain. Considering these Process Equipment related orders and steady sales growth of Tea Dryers, the Company is hopeful of achieving substantially higher sales in 2013-14. Barring unforeseen circumstances, the Company expects positive operating results in 2013-14. In view of the product quality and other competitive advantages that your Company enjoys, we expect sustainable sales growth in the years ahead.

- Food Processing Equipment

Your Company is a Market Leader in Tea Dryers. The improved Phase VI Dryer launched during 2011-12 has been very well accepted by the market both domestic and export. During 2012-13 the Company posted substantial growth in sales of tea dryers both in domestic and export markets as compared to 2011-12. The Company expects to maintain the improved trend of sales growth in this segment.

Your Company has supplied Paddy Drying Systems to some rice millers in India and based on the results achieved, your Company has redesigned a new cost effective drying system for various categories of millers.

AUDIT REPORT

In respect of the qualifcation in the Auditors'' Report regarding partial provision for diminution in the value of investment in equity shares, the Company is of the opinion that the diminution in market value of these shares is temporary and is a result of general slowdown in the economy. Notwithstanding that the investment is of a long term nature and in our view the value of the said investment is poised for appreciation in the foreseeable future, the Company has considered it appropriate to make a provision ofRs. 200 Lacs during the year under review. Further provision if considered necessary, will be made progressively based on the performance of this strategic investment and future market value of shares.

The Company is also fling Form B with the stock exchanges as required by the SEBI Circular No. CIR.CFD/DIL/7/2012 dated August 13, 2012.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the provision of Section 217 (2AA) of the Companies Act, 1956, the Board of Directors of your Company hereby confrms:

1) that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departure;

2) that the Directors have 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 as at the end of the fnancial year and of the Proft and Loss of the Company for the period;

3) that the Directors have taken proper and suffcient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4) that the Directors have prepared the annual accounts on a going concern basis.

MANAGEMENT DISCUSSION & ANALYSIS

A separate report on Management Discussion & Analysis is appended to this Annual Report as Annexure "A" and forms part of this Directors'' Report.

HUMAN RESOURCE DEVELOPMENT

The Company considers human resources as its most critical asset and has put in place various practices to ensure healthy and smooth work environment. Industrial relations continued to be cordial and harmonious throughout the year.

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

The information relating to Conservation of energy, Technical Absorption and Foreign Exchange Earnings and Outgo as required to be disclosed pursuant to Section 217(1) (e) of the Companies Act, 1956 read with The Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988, as amended, is appended to this Annual Report as Annexure "B" and forms part of this Directors'' Report.

PERSONNEL

The requirement of the provision of Section 217 (2A) of the Companies Act. 1956, read with The Companies (Particulars of Employees) Rules, 1975, as amended, is not applicable to the Company.

CORPORATE GOVERNANCE

In compliance with Clause 49 of the Listing Agreement, a detailed Report on Corporate Governance is enclosed as a part of this Annual Report. Certifcate from Practicing Company Secretaries regarding compliance of the condition of Corporate Governance as stipulated under Clause 49 of the Listing Agreement, is appended to the Annual Report and forms part of this Directors'' Report.

DIRECTORS

Pursuant to Article 87 of Articles of Association of the Company, Mr. Subir Ranjan Dasgupta and Mr. Padam Kumar Khaitan retire at the ensuing Annual General Meeting of the Company and being eligible, offer themselves for re- appointment.

AUDITORS

M/s. Deloitte Haskins & Sells, Statutory Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting of the Company. The Company has obtained a certifcate from them stating that their appointment, if considered and approved, will be within the limits of Section 224(1B) of the Companies Act, 1956. The Company has also obtained a certifcate from them stating that they have subjected themselves to the Peer Review Process of Institute of Chartered Accountants of India (ICAI). Being eligible, they offer themselves for re-appointment as Statutory Auditors for the Financial Year 2013-2014.

COST AUDITOR

The Ministry of Corporate Affairs (MCA) has introduced The Companies (Cost Audit Report) Rules, 2011 vide which it has been mandatory for industries to appoint a Cost Auditor within 90 days of the commencement of the fnancial year.

The Board of Directors has approved the appointment of M/s. Sabyasachi & Co., Cost Accountants as Cost Auditor for conducting the audit of the cost accounting records for the product Engineering Machinery or for any other products mandated by the Central Government for the Financial year 2013-14 subject to the approval of the Central Government.

COLLABORATORS

The Directors place on record its sincere appreciation to all its collaborators for extending their valuable support and co-operation.

ACKNOWLEDGEMENT

The Directors wish to convey their appreciation to their customers, bankers, dealers, suppliers, Stock Exchanges, Government and all other Stakeholders for the excellent assistance and cooperation. The Directors also thank all the employees of the Company for their valuable service and support during the year.

For and on behalf of the Board

Kolkata Amritanshu Khaitan Supriya Mukherjee

Date: 13th August, 2013 Director Managing Director

Mar 31, 2012

The Directors of your Company are pleased to present the 24th Annual Report and Audited Statement of Accounts for the financial year ended 31st March, 2012.

FINANCIAL RESULTS ( Rs. In Lac)

Year ended Year ended

31st March, 31st March, 2012 2011

Gross Sales 10,088 13,346

Gross Profit before interest, finance charges and depreciation 1,028 1,709

Interest & Finance charges 632 279

Depreciation 213 96

Profit before tax 183 1,334

Tax Expenses 120 422

Profit/(Loss) after tax 63 912

Balance brought forward from previous year 6,784 6,350

Amount available for appropriation 6,847 7,262

Less: Appropriations

Proposed Dividend - 332

Tax on Dividend - 55

Transfer to General Reserve - 91

Balance carried forward to Balance Sheet 6,847 6,784

DIVIDEND

Considering inadequacy of profits for the financial year 2011-2012, the Board of Directors are unable to recommend dividend for the year.

OPERATIONAL HIGHLIGHTS

During the financial year 2011-12, the macroeconomic challenges impacted adversely the operations of your Company. The gross turnover of the Company decreased to Rs. 100 crore during the year under review as against Rs. 133 crore in the preceding financial year. Export turnover also decreased to Rs. 27 crore from Rs. 42 crore in the previous year. The lower turnover and higher input/interest costs and depreciation charges have adversely affected the Company's bottom line.

Your Company is primarily engaged in designing, manufacturing and commissioning customized equipment/systems and in several cases the customers, both domestic and overseas, either deferred or cancelled their capex programme.

FUTURE OUTLOOK

- Process Equipment

During the current year the sluggishness in order inflow of Process Equipment is continuing with an adverse bearing on the current year's operations.

With the likely upturn of global/Indian economy expected from 2013 leading to reversal of Industrial slowdown both in export and domestic market, your Company is expected to improve its order book for its diverse range of customized Process Equipment.

During last one year, the new state-of-the-art manufacturing facility has been approved by a number of large companies both domestic and overseas. Your Company expects regular business from these sources. The Company's ongoing efforts to strengthen its position as a reliable provider of drying solutions for several Industrial Sectors are expected to yield results in future. The Company's proven track record of supplying various customized equipment/system both offshore and onshore coupled with renewed efforts to explore additional business in the oil and gas sector are likely to result in sales growth. The Company is also expecting growth in the business of fabrication of exotic input materials including titanium, hastalloy, nickel, duplex, etc.

During the current year, for the first time in the country, the Company has installed a Coke Drying System for a leading steel company. The Company expects to extend the application of the Coke/Coal Drying System in collaboration with its overseas technology provider in areas like power plants, mine sites etc. This system is expected to be quite beneficial in Indian Market which is dependent on high moisture coal for power generation.

The Company has recently entered into an understanding for receiving technology from Nova-Synergy Industrial Solutions SL, Spain for exploring business opportunities in respect of Waste Heat Recovery Systems, Fired Heaters, Process Skids, Reformers, etc. The Company has also entered into a technical collaboration arrangement with Technicas Reunidas, Spain for securing business in the area of Fuel Gas Conditioning Systems for Power Plants.

During the current year the order inflow continues to remain bearish. However, based on what has been stated above, the Company expects to improve its performance in the next fiscal, i.e. 2013-14 as compared to the current year.

- Food Processing Equipment

Your company has supplied Paddy Drying systems to some rice millers in India and based on the results achieved, your Company has redesigned a new cost effective drying system for various categories of millers. Post successful launching of the redesigned system, the Company expects to penetrate the large Paddy Market.

During the year your Company, a market leader in Tea Dryers, has launched an improved Phase VI model tea dryer. Your Company expects good order inflow for Phase VI model Tea Dryer both from domestic and export market in the current year.

- E.P.C.

In view of your Company having vast experience in design, engineering, procurement, installation and commissioning of critically customized Process Equipment/Systems for diverse industries like Chemical, Petrochemical, Fertilizers, Oil & Gas, Foundry, Coal, Food & allied industries, the Company has embarked on EPC related activities involving its core segment of business i.e. customized Process Equipment. During the year the Company is executing an EPC order for Rotary Tray Dryer & Calciner received from Heavy Water Board. The Company has recently received an order from a fertilizer Company for the supply of Granulator and related site activities.

RELOCATION TO NEW FACTORY

During the year your Company has shifted its entire operations from the erstwhile locations of Taloja and Mulund, Mumbai to its new state-of-the-art manufacturing complex at Saravali near Thane, Maharashtra, India. Commercial production at the new factory commenced during the year under review. With the revival of Capital Goods Sector, the new manufacturing complex with much higher capacity is expected to contribute to the growth in sales and profitability of the Company in the years ahead.

DIRECTORS

Pursuant to Article 87 of Articles of Association of the Company, Mr. Amritanshu Khaitan and Mr. Gobind Saraf retire at the ensuing Annual General Meeting of the Company and being eligible, offer themselves for re- appointment.

AUDITORS

M/s Deloitte Haskins & Sells, Statutory Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting of the Company. The Company has obtained a certificate from them stating that their appointment, if considered and approved, will be within the limits of Section 224(1B) of the Companies Act, 1956. The Company has also obtained a certificate from them stating that they have subjected themselves to the Peer Review Process of Institute of Chartered Accountants of India (ICAI). Being eligible, they offer themselves for re-appointment as Statutory Auditors for the Financial Year 2012-2013.

AUDIT REPORT

In respect of the qualification in the Audit Report regarding non-provision for diminution in investments, your Directors are of the view that Note 26.4 of Notes forming Part of the Financial Statements has appropriately dealt with the qualification.

AUDIT COMMITTEE

Your Directors have, in compliance with the provisions of Section 292A of the Companies Act, 1956 and Clause 49 of the Listing Agreement, constituted the Audit Committee of the Board. As on date, the members of the Audit Committee are Mr. S. R. Dasgupta (Chairman), Mr. Manmohan Singh, Mr. Supriya Mukherjee and Mr. Gobind Saraf.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956, the Board of Directors of your Company hereby confirms:

1) that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departure;

2) that the Directors have 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 as at the end of the financial year and of the Profit and Loss of the Company for the period;

3) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4) that the Directors have prepared the annual accounts on a going concern basis.

MANAGEMENT DISCUSSION & ANALYSIS

A separate report on Management Discussion & Analysis is appended to this Annual Report as Annexure "A"and forms part of this Directors' Report;

HUMAN RESOURCE DEVELOPMENT

The Company considers human resources as its most critical asset and has put in place various practices to ensure healthy and smooth work environment. Industrial relations continued to be cordial and harmonious throughout the year.

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

The information relating to Conservation of Energy, Technical Absorption and Foreign Exchange Earnings and Outgo as required to be disclosed pursuant to Section 217(1)(e) of the Companies Act, 1956 read with The Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988, as amended, is appended to this Annual Report as Annexure "B"and forms part of this Directors' Report.

PERSONNEL

The requirement of the provisions of Section 217(2A) of the Companies Act, 1956, read with The Companies (Particulars of Employees) Rules, 1975, as amended, is not applicable to the Company.

CORPORATE GOVERNANCE

In compliance with Clause 49 of the Listing Agreement, a detailed Report on Corporate Governance is enclosed as a part of this Annual Report. Certificate from Practicing Company Secretaries regarding compliance of the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement, is appended to this Annual Report and forms part of this Directors' Report.

COLLABORATORS

The Board places on record its sincere appreciation to its collaborators Nara Machinery Co. Ltd., Japan and Carrier Vibrating Equipment Inc, of USA for extending their valuable support and co-operation.

ACKNOWLEDGEMENT

The Directors wish to convey their appreciation to their bankers, customers, dealers, suppliers, Stock Exchanges, Government and stakeholders for the excellent assistance and cooperation. The Directors also thank all the employees of the Company for their valuable service and support during the year.

For and on behalf of the Board

Deepak Khaitan Chairman

Kolkata 11th August, 2012

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